Exhibit 10.1


 


Execution Version


 


AMENDMENT
No. 5, dated as of June 2, 2021 (this “Amendment”), to the Credit Agreement dated as of March 6,
2017, by and among SELECT MEDICAL HOLDINGS CORPORATION, a Delaware corporation (“Holdings”),
SELECT MEDICAL CORPORATION, a Delaware corporation (the “Borrower”), the Lenders and Issuing Banks party thereto from
time to time and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”) and Collateral Agent
(the “Collateral Agent”) (as amended by Amendment No. 1, dated as of March 22, 2018, Amendment No. 2,
dated as of October 26, 2018, Amendment No. 3, dated as of August 1, 2019, Amendment No. 4, dated as of December 10,
2019 and as further amended, modified and supplemented from time to time prior to the date hereof, the “Credit Agreement”,
and the Credit Agreement, as amended by this Amendment, the “Amended Credit Agreement”); capitalized terms used and
not otherwise defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement.





 


WHEREAS, the Loan Parties desire to amend (i) the
Credit Agreement, (ii) Schedule 2.01 to the Credit Agreement with respect to the Revolving Lenders and (iii) Schedule 2.05
to the Credit Agreement, each on the terms set forth herein;


 


WHEREAS, the Borrower has requested that the Lenders
party hereto provide a “Revolving Commitment Increase” pursuant to Section 2.20(d)(iii)(A)(1) of the Credit Agreement
in an aggregate principal amount of $200,000,000 (such Revolving Commitment Increase in such principal amount referred to herein as the
 “2021 Incremental Revolving Commitments”) on the Amendment No. 5 Effective Date (as defined below);


 


WHEREAS, each of the Lenders party hereto (each
in such capacity, a “2021 Incremental Revolving Lender”) is willing, subject to the terms and conditions set forth
herein and in the Credit Agreement, to make available to the Borrower the 2021 Incremental Revolving Commitments of such Lender as set
forth on Schedule 2.01 to this Amendment;


 


WHEREAS, Section 9.02 of the Credit Agreement
provides that the Loan Parties, the Administrative Agent and the Required Lenders (or the Required Revolving Lenders or each Lender directly
and adversely affected by such amendment, as applicable) may amend the Credit Agreement as set forth therein; and


 


WHEREAS, pursuant to and with respect to Section 2.20
of the Credit Agreement, the Credit Agreement may, without the consent of any other Loan Party, Agent or Lender, be amended as may be
necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of Section 2.20
of the Credit Agreement;


 


NOW, THEREFORE, in consideration of the premises
contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound hereby, agree as follows:


 


Section 1.          Amendment.


 


(a)         The
Credit Agreement is, effective as of the Amendment No. 5 Effective Date (as defined below), subject to Section 4(b) below,
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 pages of the Amended Credit Agreement attached as Exhibit A hereto.


 






     


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(b)         Schedule
2.01 to the Credit Agreement, solely with respect to the Revolving Lenders, is hereby amended and restated in its entirety as attached
as Schedule 2.01 hereto.


 


(c)         Schedule
2.05 to the Credit Agreement is hereby amended and restated in its entirety as attached as Schedule 2.05 hereto. In addition, for purposes
of Section 2.05 of the Credit Agreement, the Borrower hereby agrees to be designated as a co-applicant of each of the Existing Letters
of Credit listed on Schedule 2.05 and designated with an asterisk (*).


 


Section 2.         Agreements
of the 2021 Incremental Revolving Lenders. Each 2021 Incremental Revolving Lender set forth on Schedule 2.01 hereto (i) confirms
that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred
to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter
into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender
or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent and each other
Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents
as are delegated to the Administrative Agent or such other Agent, as the case may be, by the terms thereof, together with such powers
as are reasonably incidental thereto; and (iv) agrees that it will be bound by the provisions of the Credit Agreement as a Lender
thereunder and perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required
to be performed by it as a Lender.


 


Each
2021 Incremental Revolving Lender hereby commits to provide its 2021 Incremental Revolving Commitment as set forth on Schedule 2.01 hereto.
Each such 2021 Incremental Revolving Commitment shall be subject to the provisions of the Amended Credit Agreement and the other Loan
Documents, shall constitute a Commitment thereunder, and the Loans made thereunder shall constitute “Revolving Loans” thereunder.
For all purposes under the Amended Credit Agreement from and after the Amendment No. 5 Effective Date, the 2021 Incremental Revolving
Commitments shall be in the same Class as the Revolving Commitments outstanding immediately prior to the Amendment No. 5 Effective
Date. Each 2021 Incremental Revolving Lender hereby irrevocably and unconditionally consents to this Amendment.


 


Section 3.         Representations
and Warranties, No Default. The Borrower hereby represents and warrants that as of the Amendment No. 5 Effective Date, both
immediately prior to and immediately after giving effect to the Amendment No. 5 transactions to occur on the Amendment No. 5
Effective Date, (i) no Event of Default or Default has occurred under the Amended Credit Agreement and is continuing and (ii) the
representations and warranties of the Borrower and each Loan Party contained in the Amended Credit Agreement and each other Loan Document
are true and correct in all material respects as of the Amendment No. 5 Effective Date; provided that the solvency representation
will be deemed to have been made as of the Amendment No. 5 Effective Date immediately after giving effect to the effectiveness of
Amendment No. 5; provided, further, that to the extent that such representations and warranties specifically relate
to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further,
that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar
language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.


 






     


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Section 4.         Effectiveness.
(a) Subject to Section 4(b) below, Sections 1 and 2 of this Amendment shall become effective on the date (such date, if
any, the “Amendment No. 5 Effective Date”) that the following conditions have been satisfied:


 


(i)         Execution
of Amendment. The Administrative Agent shall have received executed signature pages hereto from each Loan Party, each 2021 Incremental
Revolving Lender and each Issuing Bank;


 


(ii)         Fees
and Expenses. The Administrative Agent shall have received (x) payment of all fees and expenses required to be paid or reimbursed
to JPMorgan Chase Bank, N.A., as separately agreed between the Borrower and JPMorgan Chase Bank, N.A. and (y) for the account of
each 2021 Incremental Revolving Lender, an upfront fee in an amount equal to the percentage separately agreed between the Borrower and
JPMorgan Chase Bank, N.A. of the aggregate principal amount of the 2021 Incremental Revolving Commitments as of the Amendment No. 5
Effective Date;


 


(iii)        Good
Standing Certificates. The Administrative Agent shall have received a true and complete copy of a certificate as to the good standing
of Holdings and the Borrower as of a recent date from such Secretary of State (or other similar official or Governmental Authority);


 


(iv)        Officer’s
Certificate. The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower dated the Amendment
No. 5 Effective Date certifying as to the matters set forth in Section 3;


 


(v)         KYC
Information. To the extent not previously delivered, the Administrative Agent shall have received (x) at least three (3) Business
Days prior to the Amendment No. 5 Effective Date, all documentation and other information about the Borrower and the Subsidiary
Loan Parties required under applicable “know your customer” and anti-money laundering rules and regulations, including
the Patriot Act, that has been requested by the Administrative Agent in writing at least 10 Business Days prior to the Amendment No. 5
Effective Date and (y) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership
Regulation, at least three (3) Business Days prior to the Amendment No. 5 Effective Date, a Beneficial Ownership Certification
in relation to the Borrower;


 






     


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(vi)        Closing
Certificates. The Administrative Agent shall have received a certificate of the Responsible Officer of each Loan Party dated the
Amendment No. 5 Effective Date and certifying:


 


(1)        (A) that
attached thereto is a true and complete copy of the certificate or articles of incorporation, certificate of limited partnership, certificate
of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, certified
as of a recent date by the Secretary of State (or other similar official or Governmental Authority) of the jurisdiction of its organization
or by the Secretary or Assistant Secretary or similar officer of such Loan Party or other person duly authorized by the constituent documents
of such Loan Party or (B) that no amendment to the certificate or articles of incorporation, certificate of limited partnership,
certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party,
has been filed with the Secretary of State (or other similar official or Governmental Authority) of the jurisdiction of its organization
since the foregoing was last provided to the Administrative Agent,


 


(2)        (A) that
attached thereto is a true and complete copy of the bylaws (or partnership agreement, limited liability company agreement or other equivalent
constituent and governing documents) of such Loan Party as in effect on the Amendment No. 5 Effective Date and at all times since
a date prior to the date of the resolutions described in the following clause (3) or (B) that no amendment to the bylaws (or
partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party
has been made since the foregoing was last provided to the Administrative Agent,


 


(3)        that
attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of
such Loan Party, authorizing the execution, delivery and performance by such Loan Party of this Amendment and, in the case of the Borrower,
the borrowings hereunder, and the execution, delivery and performance of each of the other Loan Documents required hereby and that such
resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 5 Effective Date,
and


 


(4)        (A) as
to the incumbency and specimen signature of each officer or authorized signatory executing this Amendment or any other Loan Document
delivered in connection herewith on behalf of such Loan Party or (B) that no change to the incumbency and specimen signatures of
such Loan Party has been made since the foregoing was last provided to the Administrative Agent;


 


(vii)       Legal
Opinion. The Administrative Agent shall have received a favorable legal opinion dated the Amendment No. 5 Effective Date of
Dechert LLP, as special New York counsel for the Loan Parties, in form reasonably satisfactory to the Administrative Agent;


 






     


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(viii)      (i) the
Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard
Determination with respect to each Mortgaged Property and, to the extent a Mortgaged Property is located in a special flood hazard area,
a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating
thereto and (ii) to the extent not previously delivered, the Administrative Agent shall have received a copy of, or a certificate
as to coverage under, the insurance policies required by Section 5.07 of the Credit Agreement and the applicable provisions
of the Security Documents, each of which shall be endorsed or otherwise amended to include a “standard” or “New York”
lender’s loss payable or mortgagee endorsement (as applicable) and shall name the Collateral Agent, on behalf of the Secured Parties,
as additional insured or loss payee/mortgagee (as applicable), in form and substance reasonably satisfactory to the Administrative Agent;
and


 


(ix)         Concentra
Inc. Credit Agreement Termination. The Administrative Agent shall have received reasonably satisfactory evidence that, substantially
concurrently with the Amendment No. 5 Effective Date, Concentra Inc. shall have paid in full all of its outstanding loans and terminated
all outstanding commitments under that certain first lien credit agreement, dated as of June 1, 2015, as amended, modified and supplemented
from time to time prior to the date hereof, among Concentra Holdings, Inc., as holdings, Concentra Inc., as the borrower, the several
banks and other financial institutions or entities from time to time party thereto as lenders and issuing banks, and JPMorgan Chase Bank,
N.A., as administrative agent and collateral agent.


 


Section 5.          Counterparts.
This Amendment may be executed in counterparts, each of which will be deemed an original, but all of which taken together will constitute
one and the same instrument. Such counterparts may be delivered by facsimile, “.tif” file or “.pdf” file and
shall have the same effect as the original. The words “execution,” “signed,” “signature,” “delivery,”
and words of like import in or relating to this Amendment and/or any document to be signed in connection with this Amendment and the
transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below), deliveries or the keeping of records
in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical
delivery thereof or the use of a paper-based recordkeeping system, as the case may be. “Electronic Signatures” means any
electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to
sign, authenticate or accept such contract or record.


 


Section 6.          Applicable
Law; Waiver of Jury Trial; Jurisdiction; Consent to Service of Process. The provisions set forth in Sections 9.09 and 9.10 of
the Amended Credit Agreement are hereby incorporated mutatis mutandis with all references to the “Agreement” therein
being deemed references to this Amendment.


 






     


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Section 7.          Headings.
The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.


 


Section 8.          Effect
of Amendment. This Amendment (i) shall not by implication or otherwise limit, impair, constitute a novation or waiver of
or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or any other Agent, in each case under the Credit
Agreement or any other Loan Document, and (ii) except as expressly set forth herein, 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 provision of
either such agreement or any other Loan Document. This Amendment shall constitute a Loan Document for purposes of the Amended Credit
Agreement and from and after the Amendment No. 5 Effective Date, all references to the Credit Agreement in any Loan Document and
all references in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like
import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Amended Credit Agreement. The Borrower
hereby (i) consents to this Amendment and confirms that all obligations of the Borrower under the Loan Documents to which it is
a party shall continue to apply to the Credit Agreement as amended hereby and (ii) confirms that all existing and outstanding Tranche
B Term Loans will continue with the same Interest Period as in effect prior to the Amendment No. 5 Effective Date. Each Loan Party
hereby (i) acknowledges all of the terms and conditions of this Amendment and confirms that all of its obligations under the Loan
Documents to which it is a party shall continue to apply to the Credit Agreement as amended hereby, and (ii) reaffirms, as of the
date hereof, its guarantee of the Obligations under the Collateral Agreement, and its prior grant of Liens on the Collateral to secure
the Obligations pursuant to the Security Documents to which it is a party, with all such Liens continuing in full force and effect after
giving effect to this Amendment.


 


Section 9.          Post-Closing
Covenant. Subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitations in any Loan Document,
Borrower hereby agrees with the Administrative Agent to deliver, on or before the date that is 120 days after the Amendment No. 5
Effective Date (or such longer period of time as may be agreed by the Administrative Agent in its reasonable judgment), with respect
to each Mortgaged Property, either the items listed in paragraph (i) or the items listed in paragraph (ii) as follows:


 


(i)          (a)        an
opinion or email confirmation from local counsel in each jurisdiction where a Mortgaged Property is located, in form and substance reasonably
satisfactory to the Administrative Agent, to the effect that:


 


(1)         the
recording of the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien
created by such Mortgage as security for the Obligations (as defined in each Mortgage), including the Obligations evidenced by the Credit
Agreement as amended by this Amendment and the other documents executed in connection therewith, for the benefit of the Secured Parties;
and


 


(2)         no
other documents, instruments, filings, recordings, re-recordings, re-filings or other actions, including, without limitation, the payment
of any mortgage recording taxes or similar taxes, are necessary or appropriate under applicable law in order to maintain the continued
enforceability, validity or priority of the lien created by such Mortgage, as security for the Obligations, including the Obligations
evidenced by the Credit Agreement as amended by this Amendment and the other documents executed in connection therewith, for the benefit
of the Secured Parties; and


 






     


    -7-


    

 


(b)       a
title search to the applicable real property encumbered by a Mortgage demonstrating that there are no Liens of record on such Mortgaged
Property in violation of the provisions of the Loan Documents; or


 


(ii)         solely
to the extent the items listed in paragraph (i) have not been delivered to the Collateral Agent with respect to any Mortgaged Property,
the following, in each case in form and substance reasonably acceptable to the Administrative Agent:


 


(a)        an
amendment to each existing Mortgage (each, a “Mortgage Amendment”) duly executed and acknowledged by the applicable
Loan Party and in form for recording in the recording office where such Mortgage was recorded, together with such certificates, affidavits,
questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case
in form and substance reasonably satisfactory to the Administrative Agent and otherwise approved by the applicable local counsel for
filing in the appropriate jurisdiction; and


 


(b)        with
respect to each Mortgage Amendment, (1) to the extent requested by the Administrative Agent, either (x) title searches in form
and substance reasonably acceptable to the Administrative Agent, conducted by a title insurance company reasonably acceptable to the
Administrative Agent, which reflect that there are no Liens of record in violation of the provisions of the Loan Documents or (y) other
than with respect to those Mortgage Amendments relating to Mortgaged Property located in New Jersey and Ohio, a datedown endorsement
to each existing mortgage title policy (if such endorsement is not available in the jurisdiction, a title search and modification endorsement
in lieu thereof) (each, a “Datedown Endorsement,” collectively, the “Datedown Endorsements”) relating
to the Mortgaged Property subject to such Mortgage insuring the Administrative Agent that such Mortgage, as amended by such Mortgage
Amendment, is a valid and enforceable lien on such Mortgaged Property in favor of the Collateral Agent for the benefit of the Secured
Parties and that there are no Liens of record in violation of the provisions of the Loan Documents, and such Datedown Endorsement shall
otherwise be in form and substance reasonably satisfactory to the Administrative Agent and (2) opinions addressed to the Administrative
Agent and the Collateral Agent for its benefit and for the benefit of the Secured Parties of local counsel in each jurisdiction where
the Mortgaged Property is located with respect to the enforceability and perfection of the Mortgages, as amended by such Mortgage Amendments,
and other matters customarily included in such opinions, and, with respect to the opinion of New Jersey local counsel due authorization,
execution and delivery of the New Jersey Mortgage Amendments, in each case, in form and substance reasonably satisfactory to the Administrative
Agent.


 


[Signature pages follow]


 






     


    


    







 


IN WITNESS WHEREOF, the undersigned has caused this
Amendment to be executed and delivered by a duly authorized officer as of the date first written above.


 


 


	 	SELECT MEDICAL CORPORATION
	 	 	 
	 	 	 
	 	By:	/s/ Joel T.
    Veit
	 		Name: Joel T. Veit
	 		Title: Senior Vice President and Treasurer
	 	 	 
	 	SELECT MEDICAL HOLDINGS CORPORATION
	 	 	 
	 	 	 
	 	By:	/s/ Joel T.
    Veit
	 		Name: Joel T. Veit
	 		Title: Senior Vice President and Treasurer
	 	 	 
	 	EACH OF the
    GUARANTORS LISTED ON SCHEDULE i HERETO
	 	 	 
	 	 	 
	 	By:	/s/ Joel T.
    Veit
	 		Name: Joel T. Veit
	 		Title:  In his capacity as Senior Vice President and
    Treasurer, or Vice President and Assistant Secretary, or Vice President and Associate Secretary, as applicable, for each of the entities
    (or its sole member, managing member, or general partner, as applicable) set forth on Schedule I



 


[Signature page to Amendment
No. 5]


 






     


    


    













 


	 	JPMORGAN CHASE BANK, N.A.,
	 	as Administrative
    Agent and Collateral Agent
	 	 	 
	 	 	 
	 	By:	/s/ Dawn Lee
    Lum
	 	 	Name: Dawn Lee Lum
	 	 	Title: Executive Director
	 	 	 
	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,
	 	as a 2021
    Incremental Revolving Lender and Issuing Bank
	 	 	 
	 	 	 
	 	By:	/s/ Dawn Lee
    Lum
	 	 	Name: Dawn Lee Lum
	 	 	Title: Executive Director



 


[Signature page to Amendment
No. 5]


 






     


    


    




 


SCHEDULE I


TO AMENDMENT NO. 5


 


SUBSIDIARY LOAN PARTIES


 


		1.	AbsoluteCVO, Inc.






		2.	Actra Rehabilitation Associates, Inc.






		3.	Advantage Rehabilitation Clinics, Inc.






		4.	Alexandria Sports, Inc.






		5.	Argosy Health, LLC






		6.	Benchmark Acquisition Corp.






		7.	Benchmark Medical Management Company






		8.	Benchmark O & P Holdings, Inc.






		9.	Benchmark Orthotics & Prosthetics, Inc.






		10.	BHSM ES, Inc.






		11.	Blue Hen Physical Therapy, Inc.






		12.	Cape Prosthetics - Orthotics, Inc.






		13.	Carrollton Physical Therapy Clinic, Inc.






		14.	Coastal Virginia ES, LLC






		15.	CRI ES, Inc.






		16.	Crowley Physical Therapy Clinic, Inc.






		17.	Douglas Avery & Associates, Ltd.






		18.	Eagle Rehab Corporation






		19.	Eden Sports, Inc.






		20.	Elk County Physical Therapy, Inc.






		21.	FC Select II, LLC






		22.	Fine, Bryant & Wah, Inc.






		23.	Freedom Management Services, LLC






		24.	Georgia Physical Therapy, Inc.






		25.	GH General-San Antonio, LLC






		26.	GP Therapy, L.L.C.






		27.	GR General - Scottsdale, LLC






		28.	Great Lakes Specialty Hospital - Hackley,
                                            LLC






		29.	Great Lakes Specialty Hospital - Oak,
                                            LLC






		30.	GRSH ES, Inc.






		31.	Gulf Breeze Physical Therapy, Inc.






		32.	Hospital Holdings Corporation






		33.	Indianapolis Physical Therapy and Sports
                                            Medicine, Inc.






		34.	Integrity Physical Therapy, Inc.






		35.	Intensiva Healthcare Corporation






		36.	Intensiva Hospital of Greater St. Louis, Inc.






		37.	Johnson Physical Therapy, Inc.



 






     


    


    

 


		38.	Joyner Sportsmedicine Institute, Inc.






		39.	Kentucky Rehabilitation Services, Inc.






		40.	Kessler Care Center at Cedar Grove, Inc.






		41.	Kessler Institute for Rehabilitation, Inc.






		42.	Kessler Orthotic & Prosthetic
                                            Services, Inc.






		43.	Kessler Pediatric Therapy, Inc.






		44.	Kessler Professional Services, LLC






		45.	Kessler Rehab Centers, Inc.






		46.	Kessler Rehabilitation Corporation






		47.	Kessler Rehabilitation Services, Inc.






		48.	Keystone Rehabilitation Systems of McMurray






		49.	Keystone Rehabilitation Systems, Inc.






		50.	Leesburg Sports, Inc.






		51.	Madison Rehabilitation Center, Inc.






		52.	MATRIX Healthcare Services, LLC






		53.	MATRIX Rehabilitation, Inc.






		54.	MATRIX Rehabilitation-Delaware, Inc.






		55.	MATRIX Rehabilitation-Georgia, Inc.






		56.	MATRIX Rehabilitation-Ohio, Inc.






		57.	MATRIX Rehabilitation-South Carolina, Inc.






		58.	MATRIX Rehabilitation-Texas, Inc.






		59.	Metro Rehabilitation Services, Inc.






		60.	Morris Area Rehabilitation Association, Inc.






		61.	North Dallas Physical Therapy Associates, Inc.






		62.	Northstar Health Services, Inc.






		63.	NovaCare Occupational Health Services, Inc.






		64.	NovaCare Outpatient Rehabilitation East, Inc.






		65.	NovaCare Outpatient Rehabilitation, Inc.






		66.	NovaCare Rehabilitation of Ohio, Inc.






		67.	NSR ES, Inc.






		68.	OHRH ES, Inc.






		69.	OHRH Select, Inc.






		70.	OSR Property Ventures, LLC






		71.	P&O Services, Inc.






		72.	Pacific Rehabilitation & Sports
                                            Medicine, Inc.






		73.	Physio at Hammonds Centre, LLC






		74.	PhysioKids, Inc.






		75.	PhysioLink Corporation






		76.	Physiotherapy Associates Holdings, Inc.






		77.	Physiotherapy Associates - Union Rehab,
                                            LLC






		78.	Physiotherapy Associates, Inc.






		79.	Physiotherapy Corporation






		80.	Physiotherapy-BMHI Holdings, Inc.






		81.	PR Acquisition Corporation






		82.	Pro Active Therapy of North Carolina, Inc.






		83.	Pro Active Therapy of South Carolina, Inc.



 






     


    


    

 





		84.	Pro Active Therapy, Inc.






		85.	Professional Rehab Associates, Inc.






		86.	Professional Therapeutic Services, Inc.






		87.	Progressive Therapy Services, Inc.






		88.	PTSMA, Inc.






		89.	R.S. Network, Inc.






		90.	RCI (Michigan), Inc.






		91.	Regency Hospital Company of Macon, L.L.C.






		92.	Regency Hospital Company of Meridian,
                                            L.L.C.






		93.	Regency Hospital Company of South Carolina,
                                            L.L.C.






		94.	Regency Hospital Company, L.L.C.






		95.	Regency Hospital of Columbus, LLC






		96.	Regency Hospital of Fort Worth Holdings,
                                            LLC






		97.	Regency Hospital of Greenville, LLC






		98.	Regency Hospital of Jackson, LLC






		99.	Regency Hospital of Minneapolis, LLC






		100.	Regency Hospital of North Dallas Holdings,
                                            LLC






		101.	Regency Hospital of North Dallas II,
                                            LLLP






		102.	Regency Hospital of Northwest Arkansas,
                                            LLC






		103.	Regency Hospital of Northwest Indiana,
                                            LLC






		104.	Regency Hospital of Odessa Limited
                                            Partner, LLC






		105.	Regency Hospital of Odessa, LLLP






		106.	Regency Hospital of Rockford, LLC






		107.	Regency Hospital of Southern Mississippi,
                                            LLC






		108.	Regency Hospital of Toledo, LLC






		109.	Regency Hospitals, LLC






		110.	Regency Management Company, Inc.






		111.	Rehab Associates, L.L.C.






		112.	Rehab Colorado, LLC






		113.	Rehab Missouri, LLC






		114.	Rehab Provider Network - East I, Inc.






		115.	Rehab Provider Network - East II, Inc.






		116.	Rehab Provider Network - Indiana, Inc.






		117.	Rehab Provider Network-Ohio, Inc.






		118.	Rehab Provider Network - Pennsylvania, Inc.






		119.	Rehab Provider Network of Colorado, Inc.






		120.	Rehab Provider Network of South Carolina, Inc.






		121.	Rehab Provider Network of Virginia, Inc.






		122.	Rehab Xcel, LLC






		123.	RehabClinics (PTA), Inc.






		124.	RehabClinics (SPT), Inc.






		125.	RehabClinics, Inc.






		126.	Rehabilitation Center of Washington,
                                            D.C., Inc.






		127.	Rehabilitation Consultants, Inc.






		128.	RPN of NC, Inc.






		129.	S.T.A.R.T., Inc.



 






     


    


    

 





		130.	Select Employment Services, Inc.






		131.	Select Hospital Investors, L.P.






		132.	Select Illinois Holdings, Inc.






		133.	Select Kentuckiana, Inc.






		134.	Select LifeCare Western Michigan, LLC






		135.	Select Medical International (US), Inc.






		136.	Select Medical of Kentucky, Inc.






		137.	Select Medical of Maryland, Inc.






		138.	Select Medical of New York, Inc.






		139.	Select Medical Property Ventures, LLC






		140.	Select Medical Rehabilitation Clinics, Inc.






		141.	Select Nevada Holdings, Inc.






		142.	Select NovaCare - PBG, Inc.






		143.	Select NovaCare - PIT, Inc.






		144.	Select Physical Therapy Holdings, Inc.






		145.	Select Physical Therapy Network Services, Inc.






		146.	Select Physical Therapy of Albuquerque, Ltd.






		147.	Select Physical Therapy of Blue Springs
                                            Limited Partnership






		148.	Select Physical Therapy of Chicago, Inc.






		149.	Select Physical Therapy of Colorado
                                            Springs Limited Partnership






		150.	Select Physical Therapy of Connecticut
                                            Limited Partnership






		151.	Select Physical Therapy of Denver, Ltd.






		152.	Select Physical Therapy of Illinois
                                            Limited Partnership






		153.	Select Physical Therapy of Kendall, Ltd.






		154.	Select Physical Therapy of Portola
                                            Valley Limited Partnership






		155.	Select Physical Therapy of St. Louis
                                            Limited Partnership






		156.	Select Physical Therapy of West Denver
                                            Limited Partnership






		157.	Select Physical Therapy Orthopedic
                                            Services, Inc.






		158.	Select Physical Therapy Texas Limited
                                            Partnership






		159.	Select Rehabilitation Hospital - Hershey, Inc.






		160.	Select Specialty - Downriver, LLC






		161.	Select Specialty Hospital - Ann Arbor, Inc.






		162.	Select Specialty Hospital - Arizona, Inc.






		163.	Select Specialty Hospital - Augusta, Inc.






		164.	Select Specialty Hospital - Beech Grove, Inc.






		165.	Select Specialty Hospital - Belhaven,
                                            LLC






		166.	Select Specialty Hospital - Broward, Inc.






		167.	Select Specialty Hospital - Charleston, Inc.






		168.	Select Specialty Hospital - Cincinnati, Inc.






		169.	Select Specialty Hospital - Colorado
                                            Springs, Inc.






		170.	Select Specialty Hospital - Columbus, Inc.






		171.	Select Specialty Hospital - Dallas, Inc.






		172.	Select Specialty Hospital - Danville, Inc.






		173.	Select Specialty Hospital - Daytona
                                            Beach, Inc.






		174.	Select Specialty Hospital - Denver, Inc.






		175.	Select Specialty Hospital - Des Moines, Inc.



 






     


    


    

 


		176.	Select Specialty Hospital - Durham, Inc.






		177.	Select Specialty Hospital - Erie, Inc.






		178.	Select Specialty Hospital - Evansville, Inc.






		179.	Select Specialty Hospital - Evansville,
                                            LLC






		180.	Select Specialty Hospital - Flint, Inc.






		181.	Select Specialty Hospital - Fort Myers, Inc.






		182.	Select Specialty Hospital - Fort Smith, Inc.






		183.	Select Specialty Hospital - Fort Wayne, Inc.






		184.	Select Specialty Hospital - Greensboro, Inc.






		185.	Select Specialty Hospital - Gulf Coast, Inc.






		186.	Select Specialty Hospital - Jackson, Inc.






		187.	Select Specialty Hospital - Johnstown, Inc.






		188.	Select Specialty Hospital - Kalamazoo, Inc.






		189.	Select Specialty Hospital - Kansas
                                            City, Inc.






		190.	Select Specialty Hospital - Laurel
                                            Highlands, Inc.






		191.	Select Specialty Hospital - Lexington, Inc.






		192.	Select Specialty Hospital - Lincoln, Inc.






		193.	Select Specialty Hospital - Little
                                            Rock, Inc.






		194.	Select Specialty Hospital - Longview, Inc.






		195.	Select Specialty Hospital - Macomb
                                            County, Inc.






		196.	Select Specialty Hospital - Madison, Inc.






		197.	Select Specialty Hospital - McKeesport, Inc.






		198.	Select Specialty Hospital - Melbourne, Inc.






		199.	Select Specialty Hospital - Memphis, Inc.






		200.	Select Specialty Hospital - Miami Lakes, Inc.






		201.	Select Specialty Hospital - Midland, Inc.






		202.	Select Specialty Hospital - Milwaukee, Inc.






		203.	Select Specialty Hospital - Nashville, Inc.






		204.	Select Specialty Hospital - North Knoxville, Inc.






		205.	Select Specialty Hospital - Northeast
                                            New Jersey, Inc.






		206.	Select Specialty Hospital - Northeast
                                            Ohio, Inc.






		207.	Select Specialty Hospital - Northern
                                            Kentucky, LLC






		208.	Select Specialty Hospital - Oklahoma
                                            City, Inc.






		209.	Select Specialty Hospital - Omaha, Inc.






		210.	Select Specialty Hospital - Orlando, Inc.






		211.	Select Specialty Hospital - Oshkosh, Inc.






		212.	Select Specialty Hospital - Palm Beach, Inc.






		213.	Select Specialty Hospital - Panama
                                            City, Inc.






		214.	Select Specialty Hospital - Pensacola, Inc.






		215.	Select Specialty Hospital - Phoenix, Inc.






		216.	Select Specialty Hospital - Pittsburgh/UPMC, Inc.






		217.	Select Specialty Hospital - Quad Cities, Inc.






		218.	Select Specialty Hospital - Saginaw, Inc.






		219.	Select Specialty Hospital - San Antonio, Inc.






		220.	Select Specialty Hospital - Savannah, Inc.






		221.	Select Specialty Hospital - Sioux Falls, Inc.



 






     


    


    

 






 


		222.	Select
                                            Specialty Hospital – South Dallas, Inc.






		223.	Select Specialty Hospital - Springfield, Inc.






		224.	Select Specialty Hospital - Tallahassee, Inc.






		225.	Select Specialty Hospital - The Villages, Inc.






		226.	Select Specialty Hospital - TriCities, Inc.






		227.	Select Specialty Hospital - Tulsa, Inc.






		228.	Select Specialty Hospital - Tulsa/Midtown,
                                            LLC






		229.	Select Specialty Hospital - Western
                                            Michigan, Inc.






		230.	Select Specialty Hospital - Wichita, Inc.






		231.	Select Specialty Hospital - Wilmington, Inc.






		232.	Select Specialty Hospital - Winston-Salem, Inc.






		233.	Select Specialty Hospital - Youngstown, Inc.






		234.	Select Specialty Hospital - Zanesville, Inc.






		235.	Select Specialty Hospitals, Inc.






		236.	Select Subsidiaries, Inc.






		237.	Select Synergos, Inc.






		238.	Select Transport, Inc.






		239.	Select Unit Management, Inc.






		240.	SelectMark, Inc.






		241.	SemperCare, Inc.






		242.	SLMC Finance Corporation






		243.	SMR Banyan Tree, Inc.






		244.	Sports & Orthopedic Rehabilitation
                                            Services, Inc.






		245.	Susquehanna Physical Therapy Associates, Inc.






		246.	Swanson Orthotic & Prosthetic
                                            Center, Inc.






		247.	The Parks Physical Therapy and Work
                                            Hardening Center, Inc.






		248.	Theraphysics Partners of Colorado, Inc.






		249.	Theraphysics Partners of Texas, Inc.






		250.	TheraWorks, Inc.






		251.	TJ Corporation I, L.L.C.






		252.	VHSD ES, Inc.






		253.	Victoria Healthcare, Inc.






		254.	West Gables Rehabilitation Hospital,
                                            LLC






		255.	Wisconsin Prosthetics & Orthotics, Inc.



 






     


    


    







 


EXHIBIT A


 


[Attached]


 






     


    


    

 


EXHIBIT A


 


CREDIT AGREEMENT


 


consisting of a


 


$1,031,067,609.46


 





Tranche B Term Loan Facility,


 


$500,000,000


 


2019 Incremental Term Loan Facility,


 


$615,000,000


 


2019-1 Incremental Term Loan Facility


 


and a


 


$650,000,000

Revolving Credit Facility


 


dated as of


 


March 6, 2017 


Amended by Amendment No. 1 on March 22,
2018, 


Amendment No. 2 on October 26, 2018, 


Amendment No. 3 on August 1, 2019, 


Amendment No. 4 on December 10, 2019, 


and Amendment No. 5 on June 2, 2021


 


by and among


 


SELECT MEDICAL HOLDINGS CORPORATION,

as Holdings


 


SELECT MEDICAL CORPORATION,

as the Borrower


 


The Lenders Party Hereto from Time to Time


 


JPMORGAN CHASE BANK, N.A.,

as Administrative Agent and Collateral Agent


 


JPMORGAN CHASE BANK, N.A.,

WELLS FARGO SECURITIES, LLC, 


DEUTSCHE BANK SECURITIES INC., 


RBC
CAPITAL MARKETS1, 


BOFA SECURITIES, INC., 


GOLDMAN SACHS BANK USA, 


PNC CAPITAL MARKETS LLC and 


MORGAN STANLEY SENIOR FUNDING, INC.,

as Joint Lead Arrangers and Joint Bookrunners


 





 






1 RBC Capital Markets is a brand name for the capital markets
businesses of Royal Bank of Canada and its affiliates.


 






     


    


    

 


JPMORGAN CHASE BANK, N.A., 


DEUTSCHE BANK SECURITIES INC., 


WELLS FARGO SECURITIES, LLC, 


BOFA SECURITIES, INC., 


RBC
CAPITAL MARKETS2, 


PNC CAPITAL MARKETS LLC 


GOLDMAN SACHS BANK USA, 


FIFTH THIRD BANK, NATIONAL ASSOCIATION, and 


TRUIST SECURITIES, INC.

as Joint Lead Arrangers and Joint Bookrunners for Amendment No. 5


 


RBC CAPITAL MARKETS, 


BOFA SECURITIES, INC., 


GOLDMAN SACHS BANK USA 


PNC BANK, NATIONAL ASSOCIATION and 


TRUIST SECURITIES, INC. 


as Co-Documentation Agents


 


WELLS FARGO BANK, NATIONAL ASSOCIATION and 


DEUTSCHE BANK SECURITIES INC.,

as Co-Syndication Agents


 





 






2 RBC Capital Markets is a brand name
for the capital markets businesses of Royal Bank of Canada and its affiliates.


 






     


    


    







 


TABLE OF CONTENTS


 


Page





 


ARTICLE I


 


Definitions


 


	SECTION 1.01	Defined Terms	1
	SECTION 1.02	Classification of Loans and Borrowings	42
	SECTION 1.03	Terms Generally	42
	SECTION 1.04	Accounting Terms; GAAP	42
	SECTION 1.05	Available Amount Transactions	42
	SECTION 1.06	Pro Forma Calculations	43
	 	 	 
	ARTICLE II
	 
	The Credits
	 
	SECTION 2.01	Commitments	45
	SECTION 2.02	Loans and Borrowings	45
	SECTION 2.03	Requests for Borrowings	45
	SECTION 2.04	[Reserved]	46
	SECTION 2.05	Letters of Credit	46
	SECTION 2.06	Funding of Borrowings	49
	SECTION 2.07	Interest Elections	50
	SECTION 2.08	Termination and Reduction of Commitments	51
	SECTION 2.09	Repayment of Loans; Evidence of Debt	51
	SECTION 2.10	Amortization of Tranche B Term Loans	52
	SECTION 2.11	Prepayment of Loans	52
	SECTION 2.12	Fees	55
	SECTION 2.13	Interest	56
	SECTION 2.14	Alternate Rate of Interest; Illegality	56
	SECTION 2.15	Increased Costs	58
	SECTION 2.16	Break Funding Payments	59
	SECTION 2.17	Taxes	59
	SECTION 2.18	Payments Generally; Pro Rata Treatment; Sharing of
    Setoffs	62
	SECTION 2.19	Mitigation Obligations; Replacement of Lenders	63
	SECTION 2.20	Incremental Extensions of Credit	64
	SECTION 2.21	Extended Term Loans and Extended Revolving Commitments	68
	SECTION 2.22	Defaulting Lenders	69
	 	 	 
	ARTICLE III
	 
	Representations
    and Warranties
	 
	SECTION 3.01	Organization; Power	71
	SECTION 3.02	Authorization; Enforceability	71
	SECTION 3.03	Governmental Approvals; No Conflicts	71
	SECTION 3.04	Financial Condition; No Material Adverse Effect	72
	SECTION 3.05	Properties	72
	SECTION 3.06	Litigation and Environmental Matters	72
	SECTION 3.07	Compliance with Laws and Agreements	73
	SECTION 3.08	Investment Company Status	73
	SECTION 3.09	Taxes	73
	SECTION 3.10	ERISA	73



 






    -i-


    


    

 


	SECTION 3.11	Disclosure	73
	SECTION 3.12	Subsidiaries	73
	SECTION 3.13	Insurance	73
	SECTION 3.14	Labor Matters	73
	SECTION 3.15	Solvency	74
	SECTION 3.16	Federal Reserve Regulations	74
	SECTION 3.17	Reimbursement from Third Party Payors	74
	SECTION 3.18	Fraud and Abuse	74
	SECTION 3.19	Patriot Act, Etc.	75
	SECTION 3.20	Security Documents	75
	SECTION 3.21	Compliance with Healthcare Laws	76
	SECTION 3.22	HIPAA Compliance	76
	SECTION 3.23	EEA Financial Institutions	77
	 	 	 
	ARTICLE IV
	 
	Conditions
	 
	SECTION 4.01	Closing Date	77
	SECTION 4.02	Each Credit Event	78
	 	 	 
	ARTICLE V
	 
	Affirmative
    Covenants
	 
	SECTION 5.01	Financial Statements and Other Information	79
	SECTION 5.02	Notices of Material Events	81
	SECTION 5.03	Information Regarding Collateral	81
	SECTION 5.04	Existence	82
	SECTION 5.05	Payment of Obligations	82
	SECTION 5.06	Maintenance of Properties	82
	SECTION 5.07	Insurance	82
	SECTION 5.08	Casualty and Condemnation	82
	SECTION 5.09	Books and Records; Inspection and Audit Rights	83
	SECTION 5.10	Compliance with Laws	83
	SECTION 5.11	Use of Proceeds and Letters of Credit	83
	SECTION 5.12	Additional Subsidiaries; Succeeding Holdings	83
	SECTION 5.13	Further Assurances	84
	SECTION 5.14	Designation of Subsidiaries	84
	SECTION 5.15	Maintenance of Ratings	84
	SECTION 5.16	ERISA Compliance	85
	SECTION 5.17	Post-Closing Matters	85
	 	 	 
	ARTICLE VI
	 
	Negative Covenants
	 
	SECTION 6.01	Indebtedness	85
	SECTION 6.02	Liens	88
	SECTION 6.03	Fundamental Changes	90
	SECTION 6.04	Investments, Loans, Advances, Guarantees and Acquisitions	90
	SECTION 6.05	Asset Sales	92
	SECTION 6.06	Sale and Leaseback Transactions	94
	SECTION 6.07	Swap Agreements	94
	SECTION 6.08	Restricted Payments; Certain Payments of Indebtedness	94



 






    -ii-


    


    

 


	SECTION 6.09	Transactions with Affiliates	97
	SECTION 6.10	Restrictive Agreements	98
	SECTION 6.11	Amendment of Material Documents	99
	SECTION 6.12	Financial Covenant	99
	SECTION 6.13	Fiscal Year	99
	 	 	 
	ARTICLE VII
	 
	Events of Default
	 
	SECTION 7.01	Events of Default	99
	SECTION 7.02	Borrower’s Right to Cure	102
	SECTION 7.03	Exclusion of Immaterial Subsidiaries	103
	 	 	 
	ARTICLE VIII
	 
	The Agents
	 
	SECTION 8.01	The Agents	103
	SECTION 8.02	Withholding Taxes	105
	SECTION 8.03	Certain ERISA Matters	105
	 	 	 
	ARTICLE IX
	 
	Miscellaneous
	 
	SECTION 9.01	Notices	106
	SECTION 9.02	Waivers; Amendments	107
	SECTION 9.03	Expenses; Indemnity; Damage Waiver	109
	SECTION 9.04	Successors and Assigns	111
	SECTION 9.05	Survival	116
	SECTION 9.06	Counterparts; Integration; Effectiveness	116
	SECTION 9.07	Severability	116
	SECTION 9.08	Right of Setoff	117
	SECTION 9.09	Governing Law; Jurisdiction; Consent to Service of
    Process	117
	SECTION 9.10	WAIVER OF JURY TRIAL	117
	SECTION 9.11	Headings	117
	SECTION 9.12	Confidentiality	118
	SECTION 9.13	Interest Rate Limitation	118
	SECTION 9.14	USA Patriot Act	119
	SECTION 9.15	Release of Collateral	119
	SECTION 9.16	No Fiduciary Duty	119
	SECTION 9.17	Material Non-Public Information	119
	SECTION 9.18	Acknowledgment and Consent to Bail-In of EEA Financial
    Institutions	120



 






    -iii-


    


    










 


SCHEDULES:


 


	Schedule 1.01-A	Mortgaged Property
	Schedule 1.01-B	Disqualified Institutions
	Schedule 2.01	Commitments
	Schedule 2.05	Existing Letters of Credit
	Schedule 3.05	Real Property
	Schedule 3.06	Litigation and Environmental Matters
	Schedule 3.12	Subsidiaries
	Schedule 3.13	Insurance
	Schedule 4.01	Local Counsel Jurisdictions
	Schedule 5.17	Post-Closing Matters
	Schedule 6.01	Existing Indebtedness
	Schedule 6.02	Existing Liens
	Schedule 6.04	Existing Investments
	Schedule 6.05	Asset Sales
	Schedule 6.09	Existing Transactions with Affiliates
	Schedule 6.10	Existing Restrictions






 


EXHIBITS:


 


	Exhibit A	Form of Assignment and Assumption
	Exhibit B	Form of Collateral Agreement
	Exhibit C	Form of Perfection Certificate
	Exhibit D	Form of Borrowing Request
	Exhibit E	Form of Interest Election Request
	Exhibit F	Form of Compliance Certificate
	Exhibit G	Form of Solvency Certificate
	Exhibit H	Form of Junior Lien Intercreditor Agreement
	Exhibit I	Form of First Lien Intercreditor Agreement
	Exhibit J	Form of Affiliated Lender Assignment and Assumption
	Exhibits K-1 to K-4	Forms of U.S. Tax Compliance Certificates



 






    -iv-


    


    










 


CREDIT AGREEMENT dated as of March 6, 2017,
and amended by Amendment No. 1, dated as of March 22, 2018, Amendment No. 2, dated as of October 26, 2018, Amendment
No. 3, dated as of August 1, 2019, Amendment No. 4, dated as of December 10, 2019, and Amendment No. 5, dated
as of June 2, 2021, by and among SELECT MEDICAL HOLDINGS CORPORATION, a Delaware corporation (“Holdings”), SELECT
MEDICAL CORPORATION, a Delaware corporation (the “Borrower”), the LENDERS and ISSUING BANKS party hereto from time
to time and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent.


 


The
Borrower has requested that the Lenders extend credit to the Borrower in the form of (a) Tranche B Term Loans on the Closing
Date in an aggregate principal amount not to exceed $1,150,000,000, (b) Revolving Loans and Letters of Credit at any time and from
time to time during the Revolving Availability Period in an aggregate principal amount at any time outstanding not to exceed $650,000,000,
(c) 2019 Incremental Term Loans on the Amendment No. 3 Effective Date in an aggregate principal amount not to exceed $500,000,000
and (d) 2019-1 Incremental Term Loans on the Amendment No. 4 Effective Date in an aggregate principal amount not to exceed
$615,000,000.


 


The proceeds of the Tranche B Term Loans borrowed
on the Closing Date will be used by the Borrower on the Closing Date, solely (i) to pay all principal, interest, fees and other
amounts outstanding under the Existing Credit Agreement and (ii) to pay the Transaction Expenses. The proceeds of Revolving Loans
borrowed on or after the Closing Date and Letters of Credit will be used by the Borrower for working capital and general corporate purposes
(including Permitted Acquisitions). The proceeds of the 2019 Incremental Term Loans on the Amendment No. 3 Effective Date will be
used as set forth in Section 5.11. The proceeds of the 2019-1 Incremental Term Loans on the Amendment No. 4 Effective Date
will be used as set forth in Section 5.11.


 


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


 


ARTICLE I


 


Definitions


 


SECTION 1.01     Defined
Terms. As used in this Agreement, the following terms have the meanings specified below:


 


“2019 Incremental Term Lender”
has the meaning set forth in Amendment No. 3.


 


“2019 Incremental Term Loan Commitment”
means, with respect to each Lender, the commitment, if any, of such Lender to make a 2019 Incremental Term Loan hereunder on the Amendment
No. 3 Effective Date, expressed as an amount representing the maximum principal amount of the 2019 Incremental Term Loan to be made
by such Lender hereunder, as such commitment may be reduced or increased from time to time pursuant to this Agreement.


 


“2019 Incremental Term Loan”
means a Loan made pursuant to clause (d) of Section 2.01.


 


“2019-1 Incremental Term Lender”
has the meaning set forth in Amendment No. 4.


 


“2019-1 Incremental Term Loan Commitment”
means, with respect to each Lender, the commitment, if any, of such Lender to make a 2019-1 Incremental Term Loan hereunder on the Amendment
No. 4 Effective Date, expressed as an amount representing the maximum principal amount of the 2019-1 Incremental Term Loan to be
made by such Lender hereunder, as such commitment may be reduced or increased from time to time pursuant to this Agreement.


 


“2019-1 Incremental Term Loan”
means a Loan made pursuant to clause (e) of Section 2.01.


 






    


    


    

 


“2021 Senior Notes” means the
Borrower’s 6.375% senior notes due 2021 outstanding on the Closing Date.


 


“ABR” when used in reference
to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined
by reference to the Alternate Base Rate.


 


“Acquired Indebtedness” means,
with respect to any specified Person,


 


(a)            Indebtedness
of any other Person existing at the time such other Person is merged, consolidated or amalgamated with or into or became a Restricted
Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging,
amalgamating or consolidating with or into, or becoming a Restricted Subsidiary of, such specified Person, and


 


(b)            Indebtedness
secured by a Lien encumbering any asset acquired by such specified Person.


 


“Additional Credit Extension Amendment”
means an amendment to this Agreement (which may, at the option of the Administrative Agent, be in the form of an amendment and restatement
of this Agreement) and any other applicable Loan Document (including, with respect to the 2019 Incremental Term Loans and the 2019-1
Incremental Term Loans, this Agreement) providing for any Incremental Term Loans, loans under any Incremental Revolving Commitments,
Replacement Term Loans, Extended Term Loans or loans under any Extended Revolving Commitments which shall be consistent with the applicable
provisions of this Agreement relating to Incremental Term Loans, loans under any Incremental Revolving Commitments, Replacement Term
Loans, Extended Term Loans or loans under any Extended Revolving Commitments and otherwise reasonably satisfactory to the Administrative
Agent.


 


“Additional Lender” means any
Person that is not an existing Lender and has agreed to provide Incremental Commitments pursuant to Section 2.20 (including the
2019 Incremental Term Lender and the 2019-1 Incremental Term Lender).


 


“Adjusted LIBO Rate” means,
with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next
1/100 of 1%) equal to (a) the LIBO Rate for the applicable Class of Loans for such Interest Period multiplied by (b) the
Statutory Reserve Rate.


 


“Administrative Agent” means
JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders under the Loan Documents.


 


“Administrative Questionnaire”
means an administrative questionnaire in a form supplied by the Administrative Agent.


 


“Affiliate” means, with respect
to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by or
is under common Control with the Person specified.


 


“Affiliated Lender” shall mean
a Non-Debt Fund Affiliate or a Debt Fund Affiliate.


 


“Affiliated Lender Assignment and Assumption”
shall have the meaning provided in Section 9.04(d).


 


“Affiliated Lender Register”
shall have the meaning provided in Section 9.04(f).


 


“Agents” means the Administrative
Agent, the Collateral Agent, the Arrangers, the Co-Documentation Agents and the Co-Syndication Agents.


 


“Agreement” means this Credit
Agreement, as the same may be renewed, extended, modified, supplemented, amended or amended and restated from time to time.


 






    -2-


    


    




 


“Alternate Base Rate” means,
for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect
on such day plus 1⁄2 of 1% and (c) the Adjusted LIBO Rate for the applicable Class of Loans (after giving effect to any
applicable minimum rate set forth therein) for a one month Interest Period on such day (or if such day is not a Business Day, the immediately
preceding Business Day) plus 1%, provided that, subject to any applicable minimum rate specified for any Class of Loans in the definition
of “LIBO Rate”, the Adjusted LIBO Rate for any day shall be based on the LIBO Rate at approximately 11:00 a.m. London
time on such day subject to the interest rate floors set forth therein, if any. Any change in the Alternate Base Rate due to a change
in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date
of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.


 


“Amendment No. 1” means
Amendment No. 1 to this Agreement, dated as of March 22, 2018, by and among the Loan Parties, the Administrative Agent, the
Purchasing Tranche B Lender and the other Lenders party thereto.


 


“Amendment No. 1 Assignment”
means an assignment of Tranche B Term Loans by an Amendment No. 1 Non-Consenting Lender to the Purchasing Tranche B Lender on the
Amendment No. 1 Effective Date pursuant to Section 9.04(g).


 


“Amendment No. 1 Effective Date”
has the meaning set forth in Amendment No. 1.


 


“Amendment No. 1 Lead Arrangers”
means JPMorgan Chase Bank, N.A., Deutsche Bank Securities Inc., Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner &
Smith Incorporated (or any other registered broker-dealer wholly owned by Bank of America Corporation to which all or substantially all
of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses
may be transferred following the Amendment No. 1 Effective Date), RBC Capital Markets, Goldman Sachs Bank USA, PNC Capital Markets
LLC and Morgan Stanley Senior Funding, Inc., in their respective capacities as joint lead arrangers and joint bookrunners under
Amendment No. 1.


 


“Amendment No. 1 Non-Consenting
Lender” means a Lender that is a Non-Consenting Lender with respect to Amendment No. 1.


 


“Amendment No. 2” means
Amendment No. 2 to this Agreement, dated as of October 26, 2018, by and among the Loan Parties, the Administrative Agent, the
Amendment No. 2 Purchasing Tranche B Lender and the other Lenders party thereto.


 


“Amendment No. 2 Assignment”
means an assignment of Tranche B Term Loans by an Amendment No. 2 Non-Consenting Lender to the Amendment No. 2 Purchasing Tranche
B Lender on the Amendment No. 2 Effective Date pursuant to Section 9.04(h).


 


“Amendment No. 2 Effective Date”
has the meaning set forth in Amendment No. 2.


 


“Amendment No. 2 Lead Arrangers”
means JPMorgan Chase Bank, N.A., Deutsche Bank Securities Inc., Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner &
Smith Incorporated (or any other registered broker-dealer wholly owned by Bank of America Corporation to which all or substantially all
of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses
may be transferred following the Amendment No. 2 Effective Date), RBC Capital Markets, Goldman Sachs Bank USA, PNC Capital Markets
LLC and Morgan Stanley Senior Funding, Inc., in their respective capacities as joint lead arrangers and joint bookrunners under
Amendment No. 2.


 


“Amendment No. 2 Non-Consenting
Lender” means a Lender that is a Non-Consenting Lender with respect to Amendment No. 2.


 


“Amendment No. 2 Purchasing Tranche
B Lender” has the meaning set forth in Amendment No. 2.


 






    -3-


    


    

 


“Amendment No. 3” means
Amendment No. 3 to this Agreement, dated as of August 1, 2019, by and among the Loan Parties, the Administrative Agent and
the other Lenders party thereto.


 


“Amendment No. 3 Effective Date”
has the meaning set forth in Amendment No. 3.


 


“Amendment No. 3 Lead Arrangers”
means JPMorgan Chase Bank, N.A., Deutsche Bank Securities Inc., Wells Fargo Securities, LLC, BofA Securities, Inc., RBC Capital
Markets, Goldman Sachs Bank USA and PNC Capital Markets LLC, in their respective capacities as joint lead arrangers and joint bookrunners
under Amendment No. 3.


 


“Amendment No. 4” means
Amendment No. 4 to this Agreement, dated as of December 10, 2019, by and among the Loan Parties, the Administrative Agent and
the other Lenders party thereto.


 


“Amendment No. 4 Effective Date”
has the meaning set forth in Amendment No. 4.


 


“Amendment No. 4 Lead Arrangers”
means JPMorgan Chase Bank, N.A., Deutsche Bank Securities Inc., Wells Fargo Securities, LLC, BofA Securities, Inc., RBC Capital
Markets, PNC Capital Markets LLC, Goldman Sachs Bank USA and Fifth Third Bank, National Association., in their respective capacities
as joint lead arrangers and joint bookrunners under Amendment No. 4.


 


“Amendment No. 5” means
Amendment No. 5 to this Agreement, dated as of June 2, 2021, by and among the Loan Parties, the Administrative Agent and the
Lenders party thereto.


 


“Amendment No. 5 Effective Date”
has the meaning set forth in Amendment No. 5.


 


“Amendment No. 5 Lead Arrangers”
means JPMorgan Chase Bank, N.A., Deutsche Bank Securities Inc., Wells Fargo Securities, LLC, BofA Securities, Inc., RBC Capital
Markets, PNC Capital Markets LLC, Goldman Sachs Bank USA, Fifth Third Bank, National Association and Truist Securities, Inc. in
their respective capacities as joint lead arrangers and joint bookrunners under Amendment No. 5.


 


“Anti-Corruption
Laws” means all laws, rules, and regulations of any jurisdiction applicable to Holdings or any of its Subsidiaries from
time to time concerning or relating to bribery, money laundering or corruption by virtue of such Person being organized or operating
in such jurisdiction.


 


“Applicable Percentage” means,
with respect to any Revolving Lender, the percentage of the aggregate Revolving Commitments represented by such Lender’s Revolving
Commitment; provided that in the case of Section 2.22 when a Defaulting Lender shall exist, “Applicable Percentage”
shall mean, with respect to any Revolving Lender, the percentage of the total Revolving Commitments (disregarding any Defaulting Lender’s
Revolving Commitment) represented by such Revolving Lender’s Revolving Commitment. If the Revolving Commitments have terminated
or expired, the Applicable Percentage of the Revolving Commitments shall be determined based upon the Revolving Commitments most recently
in effect, giving effect to any assignments that occur thereafter and to any Revolving Lender’s status as a Defaulting Lender at
the time of determination.


 


“Applicable Rate” means, for
any day (a) with respect to any ABR Loan or Eurodollar Loan that is a Tranche B Term Loan, the applicable rate per annum set forth
below under the caption “Term Loan ABR Spread” or “Term Loan Eurodollar Spread”, as applicable, in each case,
based upon the Total Net Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant
to Section 5.01(c):


 


	Total
    Net Leverage Ratio	Term
    Loan

    ABR Spread	Term
    Loan

    Eurodollar Spread
	Category
    1

    ≥ 4.00x	1.50%	2.50%
	Category
    2

    < 4.00x	1.25%	2.25%


 






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(b)(i) with respect to any ABR Loan or Eurodollar
Loan that is a Revolving Loan or (ii) with respect to the commitment fees payable hereunder in respect of the Revolving Commitments,
as applicable, the applicable rate per annum set forth below under the caption “Revolving Loan ABR Spread”, “Revolving
Loan Eurodollar Spread” or “Commitment Fee Rate”, as applicable, in each case, based upon the Total Net Leverage Ratio
as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 5.01(c):


 


	Total
    Net Leverage Ratio	Revolving
    Loan ABR 

    Spread	Revolving
    Loan
 Eurodollar Spread	Commitment
    Fee Rate
	Category
    1

    ≥ 4.00x	1.50%	2.50%	0.50%
	Category
    2

    < 4.00x	1.25%	2.25%	0.375%


 


For
purposes of the foregoing, (a) the Total Net Leverage Ratio shall be determined on a Pro Forma Basis as of the end of each
fiscal quarter of Holdings based upon Holdings’ consolidated financial statements delivered pursuant to Section 5.01(a) or
(b), and (b) each change in the Applicable Rate resulting from a change in the Total Net Leverage Ratio shall become effective as
of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 5.01(c) and
end on the date immediately preceding the effective date of the next such change or, with respect to the Loans that are outstanding as
of the Amendment No. 4 Effective Date, as of the most recent Compliance Certificate delivered prior to the Amendment No. 4
Effective Date until the next Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 5.01(c);
provided that if notification is provided to the Borrower that the Administrative Agent or the Required Lenders have so elected,
the Total Net Leverage Ratio shall be deemed to be in Category 1 as of the first Business Day after the date on which a Compliance Certificate
was required to have been delivered but was not delivered, and shall continue to so apply to and including the date on which such Compliance
Certificate is so delivered (and thereafter the pricing level otherwise determined in accordance with this definition shall apply).


 


Notwithstanding the foregoing, (a) the Applicable
Rate in respect of any Class of Incremental Revolving Commitments, any Class of Incremental Term Loans (other than the 2019
Incremental Term Loans and the 2019-1 Incremental Term Loans), any Class of Incremental Revolving Loans, any Class of Extended
Term Loans, any Class of Extended Revolving Commitments or any Class of Replacement Term Loans shall be the applicable percentages
per annum set forth in the relevant Additional Credit Extension Amendment and (b) in the case of the Term Loans of any Class, the
Applicable Rate shall be increased as, and to the extent, necessary to comply with the provisions of Section 2.20.


 


“Approved Fund” has the meaning
assigned to such term in Section 9.04(b).


 


“Arrangers” means JPMorgan
Chase Bank, N.A., Wells Fargo Securities, LLC, Deutsche Bank Securities Inc., RBC Capital Markets, Merrill Lynch, Pierce, Fenner &
Smith Incorporated (or any other registered broker-dealer wholly owned by Bank of America Corporation to which all or substantially all
of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses
may be transferred following the date of this Agreement), Goldman Sachs Bank USA, PNC Capital Markets LLC and Morgan Stanley Senior Funding, Inc.,
in their respective capacities as joint lead arrangers and joint bookrunners under this Agreement, the Amendment No. 1 Lead Arrangers,
the Amendment No. 2 Lead Arrangers, the Amendment No. 3 Lead Arrangers, the Amendment No. 4 Lead Arrangers and the Amendment
No. 5 Lead Arrangers.


 






    -5-


    


    

 


“Assignment and Assumption”
means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required
by Section 9.04) and accepted by the Administrative Agent, in the form of Exhibit A or any other form (including electronic
records generated by the use of an electronic platform) approved by the Administrative Agent.


 


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


 


“Available Amount” means, at
any date, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to, without duplication:


 


(a)            $100,000,000
plus 50% of the Consolidated Net Income of Holdings for the period (taken as one accounting period) from the first day of Holdings’
fiscal quarter during which the Closing Date occurred (to the extent greater than zero) to the end of Holdings’ most recently ended
fiscal quarter for which internal financial statements are available at the time of a Restricted Payment (or, if such Consolidated Net
Income for such period is a deficit, less 100% of such deficit), plus


 


(b)            100%
of the sum of Qualified Proceeds and Permitted Investments, in each case, received by Holdings since the Closing Date as a contribution
to its equity capital (other than Disqualified Stock) or from the issue or sale of Equity Interests of Holdings (other than Disqualified
Stock and Cure Amount) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt
securities of Holdings or any of its Restricted Subsidiaries that have been converted into or exchanged for such Equity Interests (other
than Equity Interests (or Disqualified Stock or debt securities) sold to a Restricted Subsidiary of Holdings) (other than amounts used
pursuant to Section 6.01(a)(xxi), 6.04(u) (except to the extent such Investment is in a Restricted Subsidiary) or Section 6.08(b)(ii)),
plus


 


(c)            an
amount equal to the net reduction in Investments made pursuant to Section 6.04(r) by Holdings and its Restricted Subsidiaries
resulting from (A) the sale or other disposition (other than to Holdings or a Restricted Subsidiary) of any such Investment and
(B) repurchases, redemptions and repayments of such Investments and the receipt of any dividends or distributions from such Investments,
plus


 


(d)            to
the extent that any Unrestricted Subsidiary of Holdings is redesignated as a Restricted Subsidiary, an amount equal to the Fair Market
Value of Holdings’ interest in such Subsidiary immediately following such redesignation, plus


 


(e)            in
the event Holdings and/or any Restricted Subsidiary of Holdings makes any Investment pursuant to Section 6.04(r) in a Person
that, as a result of or in connection with such Investment, becomes a Restricted Subsidiary of Holdings (and, if such Investment was
made by a Loan Party, such Person becomes a Guarantor), an amount equal to the existing Investment of Holdings and/or any of its Restricted
Subsidiaries in such Person that was previously treated as a Restricted Payment, plus


 


(f)            Borrower
Retained Prepayment Amounts, minus


 


(g)            any
amount of the Available Amount used to make Investments pursuant to Section 6.04(r) after the Closing Date and prior to such
time, minus


 


(h)            any
amount of the Available Amount used to make Restricted Payments and prepayments of Specified Indebtedness pursuant to Section 6.08(a)(x) and
Section 6.08(b)(iii) after the Closing Date and prior to such time.


 


“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.


 



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“Bail-In Legislation” means,
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 for such EEA Member Country from time to time which is described in the EU Bail-In Legislation
Schedule.





 


“Bankruptcy Event” means, with
respect to any Person, such Person becomes 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, 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; provided, further, that 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.


 


“Beneficial Owner” has the
meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Securities Exchange Act, except that in calculating the
beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act),
such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right
to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the
passage of time.


 


“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 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”.


 


“Board” means the Board of
Governors of the Federal Reserve System of the United States of America.


 


“Board
of Directors” means:


 


(a)            with
respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such
board,


 


(b)            with
respect to a partnership, the board of directors of the general partner of the partnership,


 


(c)            with
respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof, and


 


(d)            with
respect to any other Person, the board or committee of such Person serving a similar function.


 


“Borrower” has the meaning
set forth in the preamble to this Agreement.


 


“Borrower Retained Prepayment Amounts”
has the meaning specified in Section 2.11(g).


 


“Borrowing” means Loans of
the same Class and Type made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single
Interest Period is in effect.


 






    -7-


    


    








 


“Borrowing Request” means a
request by the Borrower for a Borrowing in accordance with Section 2.03; provided that a Borrowing Request shall be substantially
in the form of Exhibit D, or such other form as shall be approved by the Administrative Agent.


 


“Business Day” means any day
that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed;
provided that when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on
which banks are not open for dealings in dollar deposits in the London interbank market.


 


“Capital Expenditures” means,
for any period (and without duplication), (a) the additions to property, plant and equipment and other capital expenditures of Holdings
and any of the Subsidiaries that are (or would be) set forth in a consolidated statement of cash flows of Holdings for such period prepared
in accordance with GAAP and (b) Capital Lease Obligations incurred by Holdings and the Subsidiaries during such period; provided
that Capital Expenditures shall not include (i) expenditures to the extent they are made with the Net Proceeds of the issuance by
Holdings of Equity Interests (or capital contributions in respect thereof) after the Closing Date to the extent not Otherwise Applied,
(ii) investments that constitute a portion of the purchase price of a Permitted Acquisition, (iii) expenditures that constitute
a reinvestment of the Net Proceeds of any event described in clause (a) or (b) of the definition of the term “Prepayment
Event”, to the extent permitted by Section 2.11(c), and (iv) the purchase price of equipment purchased during such period
to the extent the consideration therefor consists of any combination of (x) used or surplus equipment traded in at the time of such
purchase and (y) the proceeds of a concurrent sale of used or surplus equipment.


 


“Capital Lease Obligations”
of any Person means, at the time the determination is to be made, the obligations of such Person to pay rent or other amounts under any
lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are
required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations
shall be the capitalized amount thereof determined in accordance with GAAP.


 


“Captive
Insurance Subsidiary” means a subsidiary established by Holdings or any of its subsidiaries for the sole purpose of insuring
the business, facilities and/or employees of Holdings and its subsidiaries.


 


“Cash Management Agreement”
means any agreement relating to Cash Management Obligations that is entered into by and between the Borrower or any Restricted Subsidiary
and any Qualified Counterparty.


 


“Cash
Management Obligations” means obligations owed by Holdings or any Restricted Subsidiary to any Qualified Counterparty
in respect of (1) any overdraft and related liabilities arising from treasury, depository and cash management services or any automated
clearing house transfers of funds and (2) Holdings’ or any Restricted Subsidiary’s participation in commercial (or purchasing)
card programs at any Qualified Counterparty (“card obligations”).


 


“CFC” means a “controlled
foreign corporation” within the meaning of Section 957(a) of the Code.


 


“CFC Holdco” means any U.S.
Subsidiary that owns (directly or indirectly) no material assets other than Equity Interests (or Equity Interest and indebtedness) of
one or more non-U.S. subsidiaries that are CFCs.


 


“Change in Law” means (a) the
adoption of any law, treaty, rule or regulation after the date of this Agreement, (b) any change in any law, treaty, rule or
regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance
by any Lender or any Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s
or such Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law)
of any Governmental Authority made or issued after the date of this Agreement; provided that, notwithstanding anything herein to
the contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act and Basel III and all requests, rules, guidelines or directives
thereunder or issued in connection therewith shall be deemed to be a “Change in Law”, regardless of the date enacted, adopted,
or issued; provided, further, that a Lender or Issuing Bank shall be entitled to compensation with respect to any such adoption
set forth in the first proviso to this sentence taking effect, making or issuance becoming effective after the date of this Agreement
only if it is the applicable Lender or Issuing Bank’s general policy or practice to demand compensation in similar circumstances
under comparable provisions of other financing agreements to the extent it is permitted to do so.


 






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“Change of Control” means:


 


(a)            (i) any
 “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act), other than one or more
Permitted Holders or a Parent, becomes the Beneficial Owner, directly or indirectly, of more than 35% of the total voting power of the
voting Equity Interests of Holdings; provided that (x) so long as Holdings is a subsidiary of any Parent, no “person”
shall be deemed to be or become a Beneficial Owner of more than 35% of the total voting power of the voting Equity Interests of Holdings
unless such “person” shall be or become a Beneficial Owner of more than 35% of the total voting power of the voting Equity
Interests of such Parent and (y) any voting stock of which any Permitted Holder is the Beneficial Owner shall not in any case be
included in any voting stock of which any such “person” is the Beneficial Owner, and (ii) the Permitted Holders are the
Beneficial Owners, directly or indirectly, in the aggregate of a lesser percentage of the total voting power of the voting Equity Interests
of Holdings than such “person,” or


 


(b)            (i) Holdings
sells or transfers, in one or a series of related transactions, all or substantially all of the assets of Holdings and its Restricted
Subsidiaries to, another Person (other than one or more Permitted Holders) and any “person” (as defined in clause (i) above),
other than one or more Permitted Holders or any Parent, is or becomes the Beneficial Owner, directly or indirectly, of more than 35% of
the total voting power of the voting Equity Interests of the transferee Person in such sale or transfer of assets, as the case may be;
provided that (x) so long as such transferee Person is a subsidiary of a parent Person, no “person” shall be deemed
to be or become a Beneficial Owner of more than 35% of the total voting power of the voting Equity Interests of such transferee Person
unless such “person” shall be or become a Beneficial Owner of more than 35% of the total voting power of the voting Equity
Interests of such parent Person and (y) any voting Equity Interests of which any Permitted Holder is the Beneficial Owner shall not
in any case be included in any voting Equity Interests of which any such “person” is the Beneficial Owner, and (ii) the
Permitted Holders are the Beneficial Owners, directly or indirectly, in the aggregate of a lesser percentage of the total voting power
of the voting Equity Interests of the transferee Person in such sale or transfer of assets than such “person,” or


 


(c)            the
acquisition of record ownership by any Person other than Holdings of any Equity Interests in the Borrower, or


 


(d)            a
 “change of control” (or similar event) shall occur under any instrument governing Material Indebtedness.


 


“Charges” has the meaning set
forth in Section 9.13.


 


“Class”, means (i) when
used in reference to any Loan or Borrowing, whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Tranche B
Term Loans (including 2019 Incremental Term Loans and 2019-1 Incremental Term Loans), Incremental Term Loans of any series, Extended
Term Loans of any series or Replacement Term Loans of any series, (ii) when used in reference to any Commitment, refers to whether
such Commitment is a Revolving Commitment, a Tranche B Commitment (including a 2019 Incremental Term Loan Commitment and a 2019-1 Incremental
Term Loan Commitment) or an Incremental Commitment relating to an additional Class of Loans and (iii) when used in reference
to any Lender, refers to whether such Lender has Loans, Borrowings or Commitments of a particular Class.


 


“CLO” has the meaning assigned
to such term in Section 9.04(b).


 


“Closing Date” means the date
on which the conditions specified in Section 4.01 are satisfied (or waived).


 






    -9-


    


    

 


“CMS” means the United States
Department of Health and Human Services, Centers for Medicare and Medicaid Services.


 


“Code” means the Internal Revenue
Code of 1986, as amended.


 


“Collateral” means any and all
 “Collateral”, as defined in any applicable Security Document and all other property that is from time to time pledged to secure
the Obligations pursuant to any Security Document.


 


“Collateral Agent” means JPMorgan
Chase Bank, N.A., in its capacity as collateral agent for the Secured Parties under this Agreement and any Security Document.


 


“Collateral Agreement” means
the Guarantee and Collateral Agreement among the Loan Parties and the Collateral Agent, substantially in the form of Exhibit B.


 


“Collateral and Guarantee Requirement”
means the requirement that:


 


(a)            the
Collateral Agent shall have received from each Loan Party either (i) a counterpart of the Collateral Agreement duly executed and
delivered on behalf of such Loan Party or (ii) in the case of any Person that becomes a Loan Party after the Closing Date, a supplement
to the Collateral Agreement, in the form specified therein, duly executed and delivered on behalf of such Loan Party, subject, in each
case, to the limitations and exceptions set forth in this Agreement and the Security Documents,


 


(b)            all
Obligations (other than, with respect to any Loan Party, any Excluded Swap Obligations of such Loan Party) shall have been unconditionally
guaranteed by Holdings, the Borrower (other than with respect to its direct Obligations as a primary obligor) and each Subsidiary Loan
Party (each, a “Guarantor”),


 


(c)            the
Obligations and the Guarantee shall have been secured by a perfected first-priority security interest (subject to Permitted Liens) in
(i) all the Equity Interests of the Borrower, (ii) all Equity Interests of each Restricted Subsidiary directly owned by the
Borrower or a Subsidiary Loan Party subject to the limitations and exceptions set forth in this Agreement and the Security Documents;
provided that in the case of any Restricted Subsidiary that is a CFC or a CFC Holdco, such pledge shall be limited to 65% of the issued
and outstanding voting Equity Interests and 100% of any non-voting Equity Interests (it being understood, for the avoidance of doubt,
that any Equity Interest treated as stock entitled to vote within the meaning of Treasury Regulations Section 1.956-2(c)(2) shall
be treated as voting Equity Interests for purposes of this clause (c)),


 


(d)            (i) all
Indebtedness of Holdings, the Borrower and each Subsidiary that is owing to any Loan Party shall have been pledged pursuant to the Collateral
Agreement, and all Indebtedness of Holdings, the Borrower and each Subsidiary that is owing to any Loan Party (other than, subject to
the satisfaction of the requirements of clause (ii) below, the Concentra Specified Indebtedness) shall be evidenced by a promissory
note, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect
thereto endorsed in blank and (ii) notwithstanding anything to the contrary herein or in any other Loan Document, (x) all Indebtedness
owing to any Loan Party under or in connection with that certain intercompany term loan agreement dated as of the Amendment No. 4
Effective Date, by and among the Borrower, Concentra Inc. and the other parties thereto (the “Concentra Specified Indebtedness”)
and all rights of the Loan Parties under the agreements governing or relating to the Concentra Specified Indebtedness (the “Concentra
Specified Documents”) shall constitute Collateral and shall at all times be subject to a valid and perfected security interest
in favor of the Collateral Agent for the benefit of the Secured Parties pursuant to the Security Documents and (y) the Concentra
Specified Indebtedness, the Concentra Specified Documents and all rights thereunder shall in no event constitute Excluded Assets,


 


(e)            all
documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral
Agent to be filed, registered or recorded to create the Liens intended to be created by the Collateral Agreement and perfect such Liens
to the extent required by the Collateral Agreement, shall have been executed, filed, registered or recorded or delivered to the Collateral
Agent for filing, registration or recording,


 






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(f)            the
Collateral Agent shall have received (i) counterparts of a Mortgage with respect to each Mortgaged Property duly executed and delivered
by the record owner of such Mortgaged Property, (ii) a policy or policies of title insurance issued by a nationally recognized title
insurance company insuring the Lien of each such Mortgage as a valid first priority Lien on the Mortgaged Property described therein,
free of any other Liens except Permitted Liens in amounts reasonably acceptable to the Collateral Agent (not to exceed 100% of the Fair
Market Value of such Mortgaged Property in jurisdictions that impose mortgage recording taxes or 110% otherwise), together with such endorsements,
coinsurance and reinsurance as the Collateral Agent or the Required Lenders may reasonably request, and such new surveys (or existing
surveys together with affidavits of no-change sufficient for the title company to remove all standard survey exceptions from the mortgage
title policy relating to such Mortgaged Property and issue the survey-related endorsements), appraisals, legal opinions (with respect
to enforceability and perfection of the Mortgages and the authorization, execution and delivery of the Mortgages) and other documents
as the Collateral Agent or the Required Lenders may reasonably request with respect to any such Mortgage or Mortgaged Property, in each
case, in form and substance reasonably acceptable to the Collateral Agent, and (iii) (A) a completed “Life-of-Loan”
Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property and, to the extent a Mortgaged
Property is located in a special flood hazard area, a notice about special flood hazard area status and flood disaster assistance duly
executed by the Borrower and each Loan Party relating thereto and (B) a copy of, or a certificate as to coverage under, and a declaration
page relating to, the insurance policies required by Section 5.07(b) and the applicable provisions of the Security Documents,
each of which shall (I) be endorsed or otherwise amended to include a “standard” or “New York” lender’s
loss payable or mortgagee endorsement (as applicable), (II) name the Collateral Agent, on behalf of the Secured Parties, as additional
insured or loss payee/mortgagee (as applicable), (III) identify the address of each property located in a special flood hazard area,
indicate the applicable flood zone designation, the flood insurance coverage and the deductible relating thereto and (IV) shall be
otherwise in form and substance reasonably satisfactory to the Administrative Agent, and


 


(g)            each
Loan Party shall have obtained all material consents and approvals required to be obtained by it in connection with the execution and
delivery of all Security Documents to which it is a party, the performance of its obligations thereunder and the granting by it of the
Liens thereunder.


 


Notwithstanding anything to the contrary in this
Agreement or any Security Document, no Loan Party shall be required to pledge or grant security interests (i) in particular assets
if, in the reasonable judgment of the Borrower and the Administrative Agent or the Collateral Agent, the costs (including any adverse
tax consequences) of creating or perfecting such pledges or security interests in such assets (including any mortgage, mortgage recording,
stamp, intangibles or other tax, title insurance, surveys or flood insurance) are excessive in relation to the benefits to the Lenders
therefrom, (ii) in any owned real property other than Material Real Property, (iii) in any real property leases (other than
ground leases) or real property leasehold interests (it being understood there shall be no requirement to obtain any landlord waivers,
estoppels or collateral access letters), and (iv) with respect to any Excluded Assets.


 


The Collateral Agent may grant extensions of time
for the perfection of security interests in, or the delivery of the Mortgages and the obtaining of title insurance, surveys, legal opinions
and flood documentation with respect to, particular assets and the delivery of assets (including extensions beyond the Closing Date for
the perfection of security interests in the assets of the Loan Parties on such date) where it determines, in consultation with the Borrower,
that perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by
this Agreement or the Security Documents. Notwithstanding any provision of any Loan Document to the contrary, if a mortgage tax or any
similar tax or charge will be owed on the entire amount of the Obligations evidenced hereby, then the amount secured by the applicable
Mortgage shall be limited to 100% of the Fair Market Value of the Mortgaged Property at the time the Mortgage is entered into if such
limitation results in such mortgage tax or similar tax or charge being calculated based upon such Fair Market Value.


 


No
actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction shall be required in order to create any security
interests in assets located or titled outside of the U.S. or to perfect such security interests, including any intellectual property registered
in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws
of any non-U.S. jurisdiction). Control agreements and perfection by control shall not be required with respect to any Collateral
requiring perfection through control agreements (including deposit accounts or other bank accounts or securities accounts).


 






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“Commitment” means a Revolving
Commitment, a Tranche B Commitment (including a 2019 Incremental Term Loan Commitment and a 2019-1 Incremental Term Loan Commitment),
any Commitment in respect of an Incremental Extension of Credit or any combination thereof (as the context requires).


 


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


 


“Competitors” means any Person
who is not an Affiliate of Holdings or any of its subsidiaries and who engages (or whose Affiliate engages), as its primary business,
in the same or similar business as a material business of Holdings or any of its subsidiaries.


 


“Compliance Certificate” means
a certificate substantially in the form of Exhibit F.


 


“Compliance Date” means the
last day of any Test Period (commencing with June 30, 2017).


 


“Concentra” means Concentra
Group Holdings, LLC.


 


“Consolidated EBITDA” means,
for any period, Consolidated Net Income for such period, plus


 






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(a)            without
duplication and to the extent deducted (and not added back or excluded) in determining such Consolidated Net Income for such period (except
in the case of clause (xiii)), the sum of: (i) consolidated interest expense of Holdings and its Restricted Subsidiaries for
such period determined in accordance with GAAP, (ii) consolidated income tax expense of Holdings and its Restricted Subsidiaries
for such period, (iii) all amounts attributable to depreciation and amortization expense of Holdings and its Restricted Subsidiaries
for such period, (iv) any non-cash charges, expenses or losses for such period (but excluding (A) any non-cash charge, expense
or loss in respect of amortization of a prepaid cash item that was included in Consolidated Net Income in a prior period and (B) any
non-cash charge, expense or loss that relates to the write-down or write-off of inventory or accounts receivable); provided that
if any non-cash charges, expenses or losses referred to in this clause (iv) represents an accrual or reserve for potential cash items
in any future period, (1) the Borrower may elect not to add back such non-cash charge, expense or loss in the current period and
(2) to the extent the Borrower elects to add back such non-cash charge, expense or loss, the cash payment in respect thereof in such
future period shall be subtracted from Consolidated EBITDA in such future period to such extent paid, (v) any gains or losses realized
upon the disposition of assets outside the ordinary course of business (including any gain or loss realized upon the disposition of any
Equity Interests of any Person) and any gains or losses on disposed, abandoned, and discontinued operations (including in connection with
any disposal thereof) and any accretion or accrual of discounted liabilities, (vi) any non-recurring out-of-pocket expenses or charges
for the period (including, without limitation, any premiums, make-whole or penalty payments) relating to any offering of Equity Interests
by Holdings, the Borrower or any other direct or indirect parent company of the Borrower or merger, recapitalization or acquisition transactions
made by Holdings or any of its Restricted Subsidiaries, or any Indebtedness incurred or repaid by Holdings or any of its Restricted Subsidiaries
(in each case, whether or not successful), (vii) any Transaction Expenses made or incurred by Holdings and its Restricted Subsidiaries
in connection with the Transactions that are paid, accrued or reserved within 180 days of the consummation of the Transactions, (viii) other
cash expenses incurred during such period in connection with a Permitted Acquisition to the extent that such expenses are reimbursed in
cash during such period pursuant to indemnification provisions of any agreement relating to such transaction, (ix) any non-recurring
fees, cash charges and other cash expenses incurred in connection with the issuance of Equity Interests or Indebtedness or the extinguishment
of Indebtedness, (x) any non-cash costs or expenses, incurred pursuant to any management equity plan, stock option plan or any other
management or employee benefit plan or agreement or any stock subscription or shareholder agreement, (xi) Consolidated Net Income
attributable to non-controlling interests of a Restricted Subsidiary (less the amount of any mandatory cash distribution with respect
to any non-controlling interest other than in connection with a proportionate discretionary cash distribution with respect to the interest
held by Holdings or any Restricted Subsidiary), (xii) changes in earn-out and contingent consideration obligations (including to
the extent accounted for as bonuses, compensation or otherwise) and adjustments thereof and purchase price adjustments, in each case in
connection with any acquisitions, (xiii) costs, charges, accruals, reserves or expenses attributable to the undertaking and/or implementation
of cost savings initiatives and operating expense reductions, restructuring and similar charges, severance, relocation costs, integration
and facilities opening costs and other business optimization expenses, signing costs, retention or completion bonuses, transition costs,
costs related to closure/consolidation of facilities and curtailments or modifications to pension and post-retirement employee benefit
plans (including any settlement of pension liabilities) in an aggregate amount not to exceed 20% (when taken together with amounts added
under clause (xiv)) of Consolidated EBITDA in such Test Period, (xiv) pro forma “run rate” cost savings, operating expense
reductions and synergies (including post-acquisition price or administration fee increases) related to acquisitions, dispositions and
other specified transactions (including, for the avoidance of doubt, acquisitions occurring prior to the Closing Date), restructurings,
cost savings initiatives and other initiatives that are reasonably identifiable, factually supportable and projected 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 after such acquisition, disposition or other specified transaction,
restructuring, cost savings initiative or other initiative in an aggregate amount not to exceed 20% (together with amounts under clause
(xiii) above) in an aggregate amount not to exceed the greater of Consolidated EBITDA in such Test Period), (xv) any reduction
in Consolidated Net Income for such period attributable to facilities open and operating for a period of 18 months or less as of the end
of the relevant test period, (xvi) any gain or loss (after any offset) resulting from currency transaction or translation gains or
losses and any gains or losses related to currency remeasurements of Indebtedness (including intercompany indebtedness and foreign currency
hedges for currency exchange risk), (xvii) charges, losses or expenses, to the extent indemnified or insured or reimbursed by a third
party to the extent such indemnification, insurance or reimbursement is received in cash or reasonably be expected to be paid within 365
days after the incurrence of such charge, loss or expense to the extent not accrued and (xviii) the amount of any Consolidated EBITDA
losses incurred at any inpatient rehabilitation or long-term acute care hospitals operated by Borrower or any of its Restricted Subsidiaries
prior to the date that is twelve months after the opening of such facility (“Startup Operating Losses”), in an aggregate
amount not to exceed the greater of (A) $20,000,000 during any fiscal year plus, without duplication, up to $10,000,000 of any unutilized
amount under this subclause (A) from the prior fiscal year ‎and (B) 5.0% of Consolidated EBITDA of such four quarter period
(calculated prior to giving effect to the addbacks pursuant to this subclause (xviii)), minus





 


(b)            without
duplication, other non-cash items (other than the accrual of revenue in accordance with GAAP consistently applied in the ordinary course
of business) increasing Consolidated Net Income for the period (excluding any such non-cash item to the extent it represents the reversal
of an accrual or reserve for potential cash item in any prior period), and


 


(c)            (without
duplication) plus unrealized losses and minus unrealized gains in each case in respect of Swap Agreements, as determined
in accordance with GAAP.


 


For the avoidance of doubt, Consolidated EBITDA
shall be calculated, including pro forma adjustments, in accordance with Section 1.06.


 


“Consolidated First Lien Net Indebtedness”
means, as of any date of determination, (a) the amount of Indebtedness described in clause (a) of the definition of “Consolidated
Total Net Indebtedness” outstanding on such date that is secured by a Lien on any assets of the Loan Parties but excluding any such
Indebtedness in which the applicable Liens are expressly subordinated to the Liens securing the Obligations minus (b) the
aggregate amount of unrestricted cash and Permitted Investments, in each case, included on the consolidated balance sheet of Holdings
and its Restricted Subsidiaries as of such date.


 






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“Consolidated
Net Income” means, for any period, the net income or loss of Holdings and its Restricted Subsidiaries for such period determined
on a consolidated basis in accordance with GAAP and before any reduction in respect of preferred stock dividends; provided that
there shall be excluded from Consolidated Net Income (a) the net income of any Person that is not a Restricted Subsidiary of Holdings
or that is accounted for by the equity method of accounting; provided that Consolidated Net Income of Holdings will be increased
by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent subsequently converted into
cash) or Permitted Investments to Holdings or a Restricted Subsidiary thereof in respect of such period, to the extent not already included
therein (and if such net income is a loss, it will be included only to the extent that such loss has been funded with cash by Holdings
or a Restricted Subsidiary of Holdings), (b) the cumulative effect of a change in accounting principles during such period to the
extent included in Consolidated Net Income, (c) any gains or losses (less all fees, expenses and charges relating thereto) attributable
to any sale of assets outside the ordinary course of business, the disposition of any Equity Interests of any Person or any of its Restricted
Subsidiaries, or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries, in each case, other than
in the ordinary course of business, (d) any extraordinary, unusual or non-recurring gain or loss, together with any related provision
for taxes on such extraordinary, unusual or non-recurring gain or loss for such period, (e) income or losses attributable to discontinued
operations (including, without limitation, operations disposed during such period whether or not such operations were classified as discontinued),
(f) any non-cash charges (i) attributable to applying the purchase method of accounting in accordance with GAAP, (ii) resulting
from the application of Accounting Standards Codification (“ASC”) Topic 350 or ASC Topic 360, and (iii) relating
to the amortization of intangibles resulting from the application of ASC Topic 805, (g) all non-cash charges relating to employee
benefit or other management or stock compensation plans of Holdings or a Restricted Subsidiary (excluding any such non-cash charge to
the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense
incurred in a prior period) to the extent that such non-cash charges are deducted in computing Consolidated Net Income; provided,
that if Holdings or any Restricted Subsidiary of Holdings makes a cash payment in respect of such non-cash charge in any period, such
cash payment will (without duplication) be deducted from the Consolidated Net Income of Holdings for such period, (h) all unrealized
gains and losses relating to hedging transactions and mark-to-market of Indebtedness denominated in foreign currencies resulting from
the application of ASC Topic 830 and (i) any unrealized foreign currency translation gains or losses, including in respect
of Indebtedness of any Person denominated in a currency other than the functional currency of such Person. Notwithstanding the foregoing,
for purposes of calculating the “Available Amount”, Consolidated Net Income of any Restricted Subsidiary of Holdings
will be excluded to the extent that the declaration or payment of dividends or other distributions by that Restricted Subsidiary of that
net income is not at the date of determination permitted by a Requirement of Law (that has not been obtained) or, directly or indirectly,
by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to that Restricted Subsidiary or its stockholders unless such restriction with respect to the payment of dividends or other
distributions (1) has been legally waived, or otherwise released or (2) is imposed pursuant to this Agreement and the other
Loan Documents, or any other agreement containing any such restriction that is not more restrictive than the Loan Documents; provided
that, Consolidated Net Income of Holdings shall be increased by the amount of dividends or distributions or other payments that are
actually paid in cash or Permitted Investments to (or to the extent subsequently converted into cash or Permitted Investments by) Holdings
or a Restricted Subsidiary (subject to provisions of this sentence) during such period, to the extent not previously included therein.


 


“Consolidated Practice” means
any therapist- or physician-owned professional organization, association or corporation that employs or contracts with physicians and
has entered into a management services agreement with Holdings , the Borrower or any other Subsidiary, the accounts of which are consolidated
with Holdings, the Borrower and its subsidiaries in accordance with GAAP.


 


“Consolidated Secured Net Indebtedness”
means, as of any date of determination, (a) the amount of Indebtedness described in clause (a) of the definition of “Consolidated
Total Net Indebtedness” outstanding on such date that is secured by a Lien on any assets of the Loan Parties minus (b) the
aggregate amount of unrestricted cash and Permitted Investments, in each case, included on the consolidated balance sheet of Holdings,
the Borrower and its Restricted Subsidiaries as of such date.


 






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“Consolidated
Total Net Indebtedness” means, as of any date of determination, (a) the Indebtedness of Holdings and its Restricted Subsidiaries
outstanding on such date consisting of Indebtedness for borrowed money, Attributable Indebtedness, purchase money debt, unreimbursed
amounts under letters of credit (subject to the proviso below) and all Guarantees of the foregoing, in each case (except in the case
of Guarantees) in an amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance
with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of acquisition accounting in connection
with any acquisition constituting an Investment permitted under this Agreement) minus (b) the aggregate amount of unrestricted
cash and Permitted Investments included on the consolidated balance sheet of Holdings and its Restricted Subsidiaries as of such date;
provided that Consolidated Total Net Indebtedness shall not include Indebtedness in respect of (i) letters of credit, except
to the extent of unreimbursed amounts under commercial letters of credit that are not reimbursed within three (3) Business Days
after such amount is drawn and (ii) Unrestricted Subsidiaries. For the avoidance of doubt, obligations under Swap Agreements permitted
by Section 6.07 do not constitute Consolidated Total Net Indebtedness.


 


“Contract Consideration” has
the meaning set forth in the clause (k) of the definition of “Excess Cash Flow.”


 


“Control” means 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
ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have
meanings correlative thereto.


 


“Corporate Practice of Medicine Laws”
means all laws, regulations, common law, and attorney general opinions in whatever form, that prohibit any Person other than a licensed
physician or professional corporation or professional association whose shareholders are exclusively licensed physicians from employing
licensed physicians to provide professional medical services.


 


“Cure Amount” has the meaning
specified in Section 7.02(a).


 


“Cure Right” has the meaning
specified in Section 7.02(a).


 


“Debt
Fund Affiliate” shall mean any Affiliate of the Borrower that is a bona fide debt fund or an investment vehicle that
is engaged in or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in
commercial loans, bonds and similar extensions of credit or securities in the ordinary course and with respect to which any Permitted
Holder does not, directly or indirectly, possess the power to direct or cause the direction of the investment policies of such Affiliate.


 


“Declined Proceeds” has the
meaning specified in Section 2.11(g).


 


“Default” means any event or
condition that constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event
of Default.


 


“Defaulting Lender” means any
Revolving Lender that (a) has failed, within three (3) Business Days of the date required to be funded or paid, to (i) fund
any portion of its Revolving Loans, (ii) fund any portion of its participations in Letters of Credit or (iii) pay over to the
Administrative Agent, any Issuing Bank or any other Lender any other amount required to be paid by it hereunder, unless, in the case
of clause (i) above, such Revolving Lender notifies the Administrative Agent in writing that such failure is the result of such
Revolving Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular
default, if any) has not been satisfied, (b) has notified the Borrower or the Administrative Agent, any Issuing Bank or any other
Lender in writing, or has made a public statement to the effect, that it does not intend or expect to comply with (i) any of its
funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Revolving
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 (ii) its funding obligations generally under other agreements
in which it commits to extend credit, (c) has failed, within three (3) Business Days after written request by the Administrative
Agent, acting in good faith, to provide a certification in writing from an authorized officer of such Revolving Lender that it will comply
with its obligations (and is financially able to meet such obligations) to fund prospective Revolving Loans and participations in then
outstanding Letters of Credit under this Agreement; provided that such Revolving Lender shall cease to be a Defaulting Lender
pursuant to this clause (c) upon such Loan Party’s receipt of such certification in form and substance reasonably satisfactory
to it and the Administrative Agent, (d) has become the subject of (i) a Bankruptcy Event or (ii) a Bail-In Action, or
(e) has failed at any time to comply with the provisions of Section 2.18(c) with respect to purchasing participations
from the other Lenders, whereby such Lender’s share of any payment received, whether by setoff or otherwise, is in excess of its
pro rata share of such payments due and payable to all of the Lenders.


 






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“Disqualified
Institutions” means (a) the Persons identified in Schedule 1.01-B, (b) any Competitors of Holdings and its
subsidiaries (other than bona fide fixed income investors or debt funds) that (i) are listed on Schedule 1.01-B and
(ii) on or after the Closing Date, have been specified in writing by the Borrower to the Administrative Agent from time to time
in the form of an update to such Schedule and (c) Affiliates of such Persons set forth in clauses (a) and (b) above (in
the case of Affiliates of such Persons set forth in clause (b) above other than bona fide fixed income investors or debt funds)
that (i)(A) are listed on Schedule 1.01-B and (B) on or after the Closing Date, have been specified in writing
by the Borrower to the Administrative Agent from time to time in the form of an update to such Schedule or (ii) are clearly identifiable
as an Affiliate of such Persons solely by similarity of such Affiliate’s name; provided, that, to the extent Persons
are identified as Disqualified Institutions in writing by the Borrower to the Administrative Agent after the Closing Date pursuant to
clauses (b)(ii) or (c)(i)(B), the inclusion of such Persons as Disqualified Institutions shall not retroactively apply to prior
assignments or participations in respect of any Loan under this Agreement or to any Person that is party to a pending trade at the time
such designation would otherwise become effective. Updates to Schedule 1.01-B shall be sent to JPMDQ_Contact@jpmorgan.com (unless
otherwise agreed by the Administrative Agent), and shall become effective three (3) Business Days after receipt by the Administrative
Agent. Updates to Schedule 1.01-B not sent to JPMDQ_Contact@jpmorgan.com (unless otherwise agreed by the Administrative Agent)
shall be deemed not received and not effective. The Administrative Agent shall not have any duty to ascertain, monitor or enforce compliance
with the list of Disqualified Institutions. Notwithstanding the foregoing, the Borrower, by written notice to the Administrative Agent
as provided above, may from time to time in its sole discretion remove any entity from Schedule 1.01-B (or otherwise modify such
list to exclude any particular entity), and such entity removed or excluded from Schedule 1.01-B shall no longer be a Disqualified
Institution for any purpose under this Agreement or any other Loan Document.


 


“Disqualified Stock” means
any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for
which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than
solely for Qualified Preferred Stock), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control
or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject
to the prior repayment in full of the Loans and all other Obligations (other than (i) contingent indemnification obligations as
to which no claim has been asserted and (ii) obligations under treasury services agreements or obligations under secured hedge agreements
not then due and payable) that are accrued and payable and the termination of the Commitments and the termination of all outstanding
Letters of Credit (unless the outstanding amount of the LC Exposure related thereto has been cash collateralized, back-stopped by a letter
of credit in form and substance, and issued by a letter of credit issuer, reasonably satisfactory to the applicable Issuing Bank and
in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof), or deemed reissued under
another agreement reasonably acceptable to the applicable Issuing Bank)), (b) is redeemable at the option of the holder thereof
(other than solely for Qualified Preferred Stock and other than as a result of a change of control or asset sale so long as any rights
of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full
of the Loans and all other Obligations (other than (i) contingent indemnification obligations as to which no claim has been asserted
and (ii) obligations under treasury services agreements or obligations under secured hedge agreements not then due and payable)
that are accrued and payable and the termination of the Commitments and the termination of all outstanding Letters of Credit (unless
the outstanding amount of the LC Exposure related thereto has been cash collateralized, back-stopped by a letter of credit in form and
substance, and issued by a letter of credit issuer, reasonably satisfactory to the applicable Issuing Bank and in a face amount equal
to 103% of the outstanding amount of the applicable LC Exposure in respect thereof, or deemed reissued under another agreement reasonably
acceptable to the applicable Issuing Bank)), in whole or in part, (c) provides for the scheduled payments of dividends in cash,
or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified
Stock, in each case, prior to the date that is 91 days after the Latest Maturity Date at the time of issuance of such Equity Interests;
provided, that if such Equity Interests are issued pursuant to a plan for the benefit of future, current or former employees,
directors, officers, members of management or consultants of Holdings (or a Parent), the Borrower or the Restricted Subsidiaries or by
any such plan to such employees, directors, officers, members of management or consultants, such Equity Interests shall not constitute
Disqualified Stock solely because they may be permitted to be repurchased by Holdings, the Borrower or its Restricted Subsidiaries in
order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s, director’s, officer’s,
management member’s or consultant’s termination of employment or service, as applicable, death or disability.


 






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“Dividing Person” has the meaning
assigned to it in the definition of “Division”.


 


“Division” means the division
of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more Persons (whether
pursuant a “plan of division” or a similar arrangement), which may or may not include the Dividing Person and pursuant to
which the Dividing Person may or may not survive.


 


“Division Successor” means
any Person that, upon the consummation of a Division of a Dividing Person, holds all or any portion of the assets, liabilities and/or
obligations previously held by such Dividing Person immediately prior to the consummation of such Division. A Dividing Person which retains
any of its assets, liabilities and/or obligations after a Division shall be deemed a Division Successor upon the occurrence of such Division.


 


“dollars” or “$”
refers to lawful money of the United States of America.


 


“Domestic Subsidiary” means
any Subsidiary incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.


 


“ECF Percentage” means 50%;
provided that the ECF Percentage with respect to Excess Cash Flow for any year shall instead be (x) 25% in the event that
the Total Net Leverage Ratio on the last day of such year is less than or equal to 4.50 to 1.00 and greater than 4.00 to 1.00 and (y) 0%
in the event that the Total Net Leverage Ratio on the last day of such year is less than 4.00 to 1.00.


 


“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 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 any EEA Member Country (including
any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“Environment” means ambient
air, indoor air, surface water, groundwater, drinking water, land surface, sediments, and subsurface strata & natural resources
such as wetlands, flora and fauna.


 


“Environmental Laws” means
all laws (including the common law), rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by or with any Governmental Authority, relating in any way to the Environment, the preservation
or reclamation of or damage to natural resources, the presence, management, storage, treatment, transports, exposure to, Release or threatened
Release of any Hazardous Material, or to health and safety matters.


 


“Environmental Liability” means
liabilities, obligations, damages, claims, actions, suits, judgments, orders, fines, penalties, fees, expenses and costs (including administrative
oversight costs, natural resource damages and medical monitoring, investigation or remediation costs), whether contingent or otherwise,
arising out of or relating to (a) compliance or non-compliance with any Environmental Law, (b) the generation, use, handling,
transportation, storage or treatment of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or
threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability
is assumed or imposed with respect to any of the foregoing.


 






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“Equity Interests” means shares
of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other
equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire
any such equity interest from the issuer thereof (but excluding any debt security that is convertible into, or exchangeable for, any
of the foregoing).





 


“ERISA” means the Employee
Retirement Income Security Act of 1974 and the regulations promulgated thereunder, as amended from time to time.


 


“ERISA Affiliate” means any
trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or
(c) of the Code, or under Section 414(m) and (o) of the Code solely for purposes of Section 412 of the Code
and Section 302 of ERISA.


 


“ERISA Event” means (a) any
 “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan
(other than an event for which the 30 day notice period is waived), (b) a failure to satisfy the minimum funding standard under
Section 412 of the Code or Section 302 of ERISA, whether or not waived, with respect to a Plan, (c) the filing pursuant
to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard
with respect to any Plan or Multiemployer Plan, (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability
under Title IV of ERISA with respect to the termination of any Plan, (e) the receipt by the Borrower or any ERISA Affiliate from
the PBGC or a plan administrator of any written notice relating to an intention to terminate any Plan or Multiemployer Plan or to appoint
a trustee to administer any Plan or Multiemployer Plan, (f) the receipt by the Borrower or any ERISA Affiliate of any written notice
relating to the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial
withdrawal from any Multiemployer Plan, (g) the withdrawal of the Borrower or any of its ERISA Affiliates from a Plan subject to
Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” (as defined in Section 4001(a)(2) of
ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA, (h) the receipt
by the Borrower or any ERISA Affiliate of any written notice concerning a determination that a Multiemployer Plan is, or is expected
to be, insolvent or in reorganization, within the meaning of Title IV of ERISA or that a Multiemployer Plan is in “critical”
status (within the meaning of Section 432 of the Code or Section 305 of ERISA) or (i) the occurrence of a non-exempt prohibited
transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Plan.


 


“EU Bail-In Legislation Schedule”
means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time
to time.


 


“Eurodollar”, when used in
reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate
determined by reference to the Adjusted LIBO Rate.


 


“Event of Default” has the
meaning assigned to such term in Section 7.01.


 


“Excess Cash Flow” means, for
any fiscal year of Holdings, commencing with and including the fiscal year ending on December 31, 2017, the sum (without duplication)
of:


 


(a)            Consolidated
Net Income for such fiscal year, adjusted to exclude any gains or losses attributable to Prepayment Events, plus


 


(b)            depreciation,
amortization and other non-cash charges or losses (including deferred income taxes) deducted in determining such Consolidated Net Income
for such fiscal year, plus


 


(c)            the
amount, if any, by which Net Working Capital decreased during such fiscal year (except as a result of reclassification of items from
short-term to long-term), minus


 


(d)            the
sum of (i) any non-cash gains or non-cash items of income included in determining Consolidated Net Income for such fiscal year plus
(ii) the amount, if any, by which Net Working Capital increased during such fiscal year (except as a result of reclassification
of items from long-term to short-term), minus


 






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(e)            the
greater of (x) the amount of Capital Expenditures of Holdings and its Restricted Subsidiaries in such fiscal year (except to the
extent attributable to the incurrence of Capital Lease Obligations or otherwise financed by incurring Long-Term Indebtedness) and (y) the
amount of Capital Expenditures budgeted by Holdings and its Restricted Subsidiaries for the next succeeding fiscal year (except to the
extent attributable to the incurrence of Capital Lease Obligations or otherwise to be financed by incurring Long-Term Indebtedness),
minus





 


(f)            the
aggregate principal amount of Long-Term Indebtedness repaid or prepaid by Holdings and its Restricted Subsidiaries during such fiscal
year, excluding (i) Indebtedness in respect of Revolving Loans and Letters of Credit (unless there is a corresponding reduction
in the aggregate Revolving Commitments), (ii) Term Loans prepaid pursuant to Section 2.11(a), (c) or (d), and (iii) repayments
or prepayments of Long-Term Indebtedness financed by the incurrence of other Long-Term Indebtedness by a Parent or any Loan Party or
the issuance of Equity Interests (or capital contributions in respect thereof) after the Closing Date, minus


 


(g)           the
amount of Restricted Payments made by a Loan Party in such fiscal year pursuant to clause (iii) of Section 6.08(a), minus


 


(h)           cash
Taxes paid in such fiscal year that did not reduce Consolidated Net Income for such fiscal year, minus


 


(i)            cash
payments made during such fiscal year in respect of non-cash charges that increased Excess Cash Flow in any prior fiscal year, minus


 


(j)            without
duplication of amounts deducted pursuant to clause (k) below in prior fiscal years, the amount of Investments made pursuant to clauses
(j), (l) and (s) of Section 6.04 to the extent such Investments were not funded with the proceeds of Long-Term Indebtedness,
minus


 


(k)            without
duplication of (i) amounts deducted from Excess Cash Flow in prior periods or (ii) amounts included in subclause (e)(y) above
and, at the option of the Borrower, the aggregate consideration required to be paid in cash by Holdings and its Restricted Subsidiaries
pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period relating
to Permitted Acquisitions, Capital Expenditures, or acquisitions of intellectual property to the extent expected to be consummated or
made, in each case during the period of four consecutive fiscal quarters of Holdings following the end of such period; provided
that to the extent the aggregate amount of expenditures (excluding expenditures from the proceeds of Long-Term Indebtedness) is actually
utilized to finance such Permitted Acquisitions, Capital Expenditures, or acquisitions of intellectual property during such period of
four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation
of Excess Cash Flow at the end of such period of four consecutive fiscal quarters.


 


“Excluded Assets” has the meaning
assigned to such term in the Collateral Agreement.


 


“Excluded Domestic Subsidiary”
means any Domestic Subsidiary that is (i) a direct or indirect Subsidiary of a Subsidiary of Holdings that is a CFC or (ii) a
CFC Holdco.


 


“Excluded Subsidiary” means
(i) any Subsidiary to the extent (and for so long as) a Guarantee by such Subsidiary would be prohibited or restricted by applicable
law or by any restriction in any contract existing on the Closing Date or, so long as any such restriction in any contract is not entered
into in contemplation of such Subsidiary becoming a Subsidiary, at the time such Subsidiary becomes a Subsidiary (including any requirement
to obtain the consent of any governmental authority or third party), (ii) Excluded Domestic Subsidiaries, (iii) Unrestricted
Subsidiaries, (iv) Captive Insurance Subsidiaries, (v) not-for-profit Subsidiaries, (vi) special purpose entities reasonably
satisfactory to the Administrative Agent, (vii) any Subsidiary that is not a Material Subsidiary and (viii) any Subsidiary
where the Administrative Agent and the Borrower agree that the cost (including any adverse tax consequences) of obtaining a Guarantee
by such Subsidiary would be excessive in light of the practical benefit to the Lenders afforded thereby); provided that, (x) the
Borrower may notify the Administrative Agent that it intends to comply with the Guarantee and Collateral Requirement with respect to
any Excluded Subsidiary that is a Domestic Subsidiary and a Restricted Subsidiary and, as of the date of such compliance, such Subsidiary
shall become a Subsidiary Loan Party and cease to constitute an Excluded Subsidiary (including, without limitation, for purposes of this
definition and Section 5.12(a)) and (y) the Borrower may designate and re-designate in writing to the Administrative Agent
any Excluded Subsidiary pursuant to clause (vii) of this definition as a Subsidiary Loan Party at any time subject to the terms
set forth in this definition.


 






    -19-


    


    

 


“Excluded Swap Obligation”
means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Loan
Party of, or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes
illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application
or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible
contract participant” as defined in the Commodity Securities Exchange Act and the regulations thereunder (determined after giving
effect to Section 2.12 of the Collateral Agreement, any other keepwell, support or other agreement for the benefit of such Loan
Party and any and all guarantees of such Loan Party’s Swap Obligations by other Loan Parties) at the time the Guarantee of such
Loan Party or the grant of such security interest becomes effective with respect to such Swap Obligation but for such Loan Party’s
failure to constitute an “eligible contract participant” at such time. If a Swap Obligation arises under a master agreement
governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for
which such Guarantee or security interest is or becomes illegal in accordance with the first sentence of this definition.


 


“Excluded Taxes” means, with
respect to the Administrative Agent, any Lender, the Issuing Bank or any other recipient of any payment to be made by or on account of
any obligation of the Borrower or any Loan Party hereunder, (a) Taxes imposed on (or measured by) its net income (however denominated)
(including any backup withholding with respect thereto) and franchise Taxes imposed on it (in lieu of net income Taxes), in each case
as a result of (i) such recipient being organized under the laws of, or having its principal office or, in the case of any Lender,
its applicable lending office, located in the jurisdiction imposing such Tax, or (ii) any other present or former connection between
such Person and the jurisdiction imposing such Tax (other than a connection arising by such Person having executed, delivered, become
a party to, performed its obligations or received payments under, received or perfected a security interest under, engaged in any other
transaction pursuant to, or enforced, any Loan Document, or sold or assigned an interest in any Loan or Loan Document ), (b) any
branch profits Taxes imposed under Section 884(a) of the Code, or any similar Tax, imposed by any jurisdiction described in
clause (a) above, (c) in the case of a Lender, any U.S. federal withholding Taxes imposed on amounts payable to or for the
account of such Lender with respect to an applicable interest in a Commitment or a Loan pursuant to a law in effect on the date on which
(i) such Lender acquires such interest in the applicable Commitment (or, to the extent a Lender acquires an interest in a Loan not
funded pursuant to a prior Commitment, acquires such interest in such Loan) (in each case other than pursuant to an assignment request
by the Borrower under Section 2.19(b)), or (ii) such Lender changes its lending office, except in each case to the extent that,
pursuant to Section 2.17(a), amounts with respect to such Taxes were payable either to such Lender's assignor immediately before
such Lender acquired the applicable interest in such Commitment or Loan or to such Lender immediately before it changed its lending office,
(d) any withholding Tax that is attributable to such Lender’s failure to comply with Section 2.17(e), and (e) any
withholding Taxes imposed under FATCA.


 


“Existing Concentra Revolving Facility”
means the revolving facility under the First Lien Credit Agreement dated as of June 1, 2015 (as amended, supplemented or modified
from time to time), among MJ Acquisition Corporation, as initial borrower, Concentra, Inc. (successor by merger to MJ Acquisition
Corporation), as the borrower, Concentra Holdings, Inc., as holdings, JPMorgan Chase Bank, N.A., as administrative agent and collateral
agent, and the lenders from time to time party thereto; provided, that the aggregate amount of loans and letters of credit under
the Existing Concentra Revolving Facility shall not exceed $100.0 million.


 


“Existing Credit Agreement”
means the Credit Agreement dated as of June 1, 2011 (as amended, supplemented or modified prior to the date hereof), among the Borrower,
Holdings, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and the lenders from time to time party thereto.


 


“Existing Letter of Credit”
means each letter of credit identified on Schedule 2.05.


 






    -20-


    


    

 


“Existing Senior Notes” means
the Borrower’s 6.250% senior notes due 2026 outstanding on the Amendment No. 3 Effective Date.





 


“Existing Term Loan Class”
has the meaning set forth in Section 2.21(a).


 


“Extended Revolving Commitments”
means revolving credit commitments established pursuant to Section 2.21 that are substantially identical to the Revolving Commitments
except that such extended revolving commitments may have a later maturity date and different provisions with respect to interest rates
and fees than those applicable to the Revolving Commitments.


 


“Extended Term Loans” has the
meaning set forth in Section 2.21(a).


 


“Extending Term Lender” has
the meaning set forth in Section 2.21(c).


 


“Extension Election” has the
meaning set forth in Section 2.21(c).


 


“Extension Request” has the
meaning set forth in Section 2.21(a).


 


“Facility” means a given Class of
Term Loans or Revolving Commitments, as the context may require.


 


“Fair Market Value” means the
value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of
either party, determined in good faith by the Board of Directors, chief executive officer or chief financial officer of the Borrower.


 


“FATCA” means Sections 1471
through 1474 of the Code as of the date hereof (and any amended or successor version that is substantively comparable and not materially
more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant
to Section 1471(b)(1) of the current Code (or any amended or successor version described above) and any applicable law or regulation
pursuant to an intergovernmental agreement entered into to implement the foregoing.


 


“FCPA” means the United States
Foreign Corrupt Practices Act of 1977, as amended.


 


“Federal Funds Effective Rate”
means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions,
as determined in such manner as the NYFRB shall set forth on its public website from time to time, and published on the next succeeding
Business Day by the NYFRB as the federal funds effective rate. For purposes of this Agreement, in no event shall the Federal Funds Effective
Rate be less than 0%.


 


“Fee Letter” means the Administrative
Agent Fee Letter, dated as of March 6, 2017, between the Borrower and the Administrative Agent.


 


“Financial Officer” means the
chief financial officer, principal accounting officer, treasurer or controller of the Borrower, in each case in his or her capacity as
such.


 


“Financial Covenant” means
the covenant of the Borrower set forth in Section 6.12.


 


“Financial Covenant Default”
has the meaning specified in Section 7.02(a).


 


“First Lien Intercreditor Agreement”
means an agreement substantially in the form of Exhibit I hereto with such changes as may be mutually agreed by the Borrower
and the Administrative Agent.


 


“First Lien Net Leverage Ratio”
means, with respect to any Test Period, the ratio of (a) Consolidated First Lien Net Indebtedness as of the last day of such Test
Period to (b) Consolidated EBITDA for such Test Period.


 






    -21-


    


    

 


“Fixed Charge Coverage Ratio”
means, with respect to any Test Period, the ratio of (a) Consolidated EBITDA for such Test Period to (b) Fixed Charges for
such Test Period.





 


“Fixed Charges” means the sum,
without duplication, of:


 


(1)            the
consolidated interest expense of Holdings and its Restricted Subsidiaries for such period, net of interest income, to the extent it relates
to Indebtedness of Holdings and its Restricted Subsidiaries for such Test Period, and to the extent such expense was deducted in computing
Consolidated Net Income, whether paid or accrued, including, without limitation, original issue discount, non-cash interest payments,
the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations,
commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and
net of the effect of all cash payments made or received pursuant to Swap Agreements in respect of interest rates, and excluding any non-cash
interest expense, amortization or write-off of deferred financing costs and any one-time financing fees (including arrangement, amendment
and consent fees), debt issuance costs, commissions, expenses and the amortization thereof; plus


 


(2)            any
interest on Indebtedness of another Person that is guaranteed by Holdings or one of its Restricted Subsidiaries or secured by a Lien
on assets of Holdings or one of its Restricted Subsidiaries, but only to the extent that such Guarantee or Lien is called upon; plus


 


(3)            the
product of (A) all cash dividends paid on any series of preferred stock of Holdings or any of its Restricted Subsidiaries (other
than to the Borrower or a Restricted Subsidiary), in each case, determined on a consolidated basis in accordance with GAAP multiplied
by (B) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state
and local statutory tax rate of the Borrower and its Restricted Subsidiaries expressed as a decimal.


 


“Flood Insurance Laws” means,
collectively, (i) National Flood Insurance Reform Act of 1994 (which comprehensively revised the National Flood Insurance Act of
1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (ii) the Flood
Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (iii) the Biggert-Waters Flood Insurance
Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.


 


“Foreign Casualty Event” has
the meaning specified in Section 2.11(h).


 


“Foreign Disposition” has the
meaning specified in Section 2.11(h).


 


“Foreign Lender” means any
Lender that is not a United States person within the meaning of Section 7701(a)(30) of the Code.


 


“Foreign Subsidiary” means
any Subsidiary that is not a Domestic Subsidiary.


 


“Free and Clear Usage Amount”
means, at any time, the sum of the aggregate principal amount of (i) Incremental Term Loans, Revolving Commitment Increases and
Incremental Revolving Commitments that have been established prior to such time in reliance on Section 2.20(d)(iii)(B) and
(ii) Permitted Debt incurred in reliance on Section 6.01(a)(xvi)(b), in each case, prior to such time.


 


“GAAP” means generally accepted
accounting principles in the United States of America, including those set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession,
which are in effect from time to time. If at any time the SEC permits or requires domestic companies subject to the reporting requirements
of the Securities Exchange Act to use IFRS in lieu of GAAP for financial reporting purposes, the Borrower may elect by written notice
to the Administrative Agent to so use IFRS in lieu of GAAP and, upon any such notice, references herein to GAAP shall thereafter be construed
to mean (a) for periods beginning on and after the date specified in such notice, IFRS as in effect on the date specified in
such notice and as in effect from time to time (for all other purposes of this Agreement) and (b) for prior periods, GAAP as defined
in the first sentence of this definition. Notwithstanding any change to IFRS, all ratios and computations contained in this Agreement
shall be computed in conformity with GAAP.


 






    -22-


    


    

 


“Government Programs” means
(i) the Medicare and Medicaid Programs, (ii) the United States Department of Defense Civilian Health Program for Uniformed
Services and (iii) other similar foreign or domestic federal, state or local reimbursement or governmental health care programs.


 


“Governmental Authority” means
the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any
agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to government.


 


“Guarantee” of or by any Person
(the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic
effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner,
whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance
or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for
the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose
of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital
or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness
or other obligation or (d) as an account party or applicant in respect of any letter of credit or letter of guaranty issued to support
such Indebtedness or obligation; provided that the term “Guarantee” shall not include endorsements for collection
or deposit in the ordinary course of business. The amount of any Guarantee of any guaranteeing person shall be deemed to be the lower
of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which the Guarantee is made
and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such
Guarantee.


 


“Guarantors” has the meaning
set forth in the definition of “Collateral and Guarantee Requirement” and shall include each Subsidiary Loan Party that shall
have become a Guarantor pursuant to Section 5.12(a).


 


“Hazardous Materials” means
all explosive, radioactive, infectious, chemical, biological, medical, hazardous or toxic materials, substances, wastes or other pollutants
or contaminants, including petroleum or petroleum byproducts, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon
gas and all other materials, substances or wastes of any nature regulated pursuant to any Environmental Law.


 


“Healthcare
Laws” means all applicable statutes, laws, ordinances, rules and regulations of any Governmental Authority with respect
to the regulation of patient health care and the submission of claims for reimbursement including: (a) federal fraud and abuse laws
and regulations, including, the federal patient referral law, 42 U.S.C. § 1395nn, commonly known as “Stark II”,
the federal anti-kickback law, 42 U.S.C. § 1320a-7b, the federal civil monetary penalty statute 42 U.S.C. § 1320a-7a,
federal laws regarding the submission of false claims, false billing, false coding, and similar state laws and regulations, (b) federal
and state laws applicable to reimbursement and reassignment, (c) HIPAA, (d) Medicare, (e) statutes affecting the Tricare/CHAMPUS,
Veterans, and black lung disease programs and any other health care program financed with United States government funds, (f) all
federal statutes and regulations affecting the medical assistance program established by Titles V, XIX, XX, and XXI of the Social Security
Act and any statutes succeeding thereto, and all state statutes and plans for medical assistance enacted in connection with the
federal statutes and regulations, (g) the Emergency Medical Treatment and Labor Act, commonly known as “EMTALA”, and
(h) any other federal or state law or regulation governing health care.


 


“HIPAA” means the Health Insurance
Portability and Accountability Act of 1996, as the same may be amended, modified or supplemented from time to time (including, without
limitation, the provisions of the Health Information Technology for Economic and Clinical Health Act contained in the American Recovery
and Reinvestment Act), and any successor statute thereto, and any and all rules or regulations promulgated from time to time thereunder.


 


“HIPAA Compliance Date” has
the meaning set forth in Section 3.22.


 






    -23-


    


    

 


“Holdings” means (A) Select
Medical Holdings Corporation, a Delaware corporation, or (B) any other entity (such entity, a “Succeeding Holdings”)
that becomes the immediate parent of the Borrower.





 


“IFRS” means International
Financial Reporting Standards and applicable accounting requirements set by the International Accounting Standards Board or any successor
thereto (or the Financial Accounting Standards Board, the Accounting Principles Board of the American Institute of Certified Public Accountants,
or any successor to either such board, or the SEC, as the case may be), as in effect from time to time.


 


“Impacted Interest Period”
has the meaning set forth in the definition of “LIBO Rate.”


 


“Incremental Commitments” has
the meaning set forth in Section 2.20(a).


 


“Incremental Extensions of Credit”
has the meaning set forth in Section 2.20(b).


 


“Incremental Facility Closing Date”
has the meaning set forth in Section 2.20(b).


 


“Incremental Lenders” has the
meaning set forth in Section 2.20(c).


 


“Incremental Loan Request”
has the meaning set forth in Section 2.20(a).


 


“Incremental Revolving Commitments”
has the meaning set forth in Section 2.20(a).


 


“Incremental Revolving Lender”
has the meaning set forth in Section 2.20(c).


 


“Incremental Revolving Loan”
has the meaning set forth in Section 2.20(b).


 


“Incremental Term Commitments”
has the meaning set forth in Section 2.20(a).


 


“Incremental Term Lender” has
the meaning set forth in Section 2.20(c).


 


“Incremental Term Loan” has
the meaning set forth in Section 2.20(b).


 


“Indebtedness” of any Person
means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced
by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily
paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired
by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding
trade accounts payable and accrued obligations incurred in the ordinary course of business), (f) all obligations of others secured
by (or for which the holder of such obligations has an existing right, contingent or otherwise, to be secured by) any Lien on property
owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, but limited, in the event such secured
obligations are nonrecourse to such Person, to the fair value of such property, (g) all Guarantees by such Person of the obligations
of any other Person otherwise constituting Indebtedness hereunder, (h) all Capital Lease Obligations of such Person, (i) all
obligations, contingent or otherwise, of such Person as an account party or applicant in respect of letters of credit and letters of
guaranty and (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances. The Indebtedness
of any Person shall include the Indebtedness 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 Indebtedness provide that such Person is not liable therefor. Notwithstanding the foregoing,
the term “Indebtedness” shall not include (a) contingent obligations, including Guarantees, incurred in the ordinary
course of business or in respect of operating leases, and not in respect of borrowed money, (b) deferred or prepaid revenues, (c) purchase
price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the
respective seller, (d) or amounts that any member of management, the employees or consultants of Holdings, the Borrower or any of
the Subsidiaries may become entitled to under any cash incentive plan in existence from time to time or (e) post-closing payment
adjustments, earn-outs or non-compete payments to which the seller in any Permitted Acquisition is or may become entitled.


 






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“Indemnified Taxes” means Taxes
other than Excluded Taxes.





 


“Indemnitee” has the meaning
set forth in Section 9.03(b).


 


“Information” has the meaning
set forth in Section 9.12.


 


“Intellectual Property Security Agreement”
has the meaning assigned to such term in the Collateral Agreement.


 


“Interest Election Request”
means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.07; provided that an Interest
Election Request shall be substantially in the form of Exhibit E, or such other form as shall be approved by the Administrative
Agent.


 


“Interest Payment Date” means
(a) with respect to any ABR Loan, the last Business Day of each March, June, September and December, (b) with respect
to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case
of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest
Period that occurs at intervals of three months’ duration after the first day of such Interest Period and (c) with respect
to the Tranche B Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date, the Amendment No. 2 Effective
Date.


 


“Interest Period” means, with
respect to any Eurodollar Borrowing, with respect to any Borrowing, the period commencing on the date of such Borrowing and ending on
the numerically corresponding day in the calendar month that is one, two, three or six months thereafter (or twelve months or a shorter
period, in each case, as may be agreed by the Borrower, the Administrative Agent and all Lenders participating therein) and, in each
case as the Borrower may elect in the Borrowing Request; provided that (a) if any Interest Period would end on a day other
than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business
Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (b) any
Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding
day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest
Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall
be the effective date of the most recent conversion or continuation of such Borrowing.


 


“Interpolated
Rate” means, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places
as the LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest
error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO Screen Rate for the
longest period for which the LIBO Screen Rate is available) that is shorter than the Impacted Interest Period; and (b) the LIBO
Screen Rate for the shortest period (for which that LIBO Screen Rate is available) that exceeds the Impacted Interest Period, in each
case, at such time.


 


“Investments” has the meaning
set forth in Section 6.04.


 


“IRS” means the United States
Internal Revenue Service.


 


“Issuing Bank” means each of
JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association, Deutsche Bank AG New York Branch, Royal Bank of Canada, Bank of America,
N.A., Goldman Sachs Bank USA, PNC Bank, National Association, Truist Bank, Fifth Third Bank, National Association or such other Lender
designated as an “Issuing Bank” pursuant to Section 2.05(k); provided that neither Royal Bank of Canada, Wells Fargo
Bank, National Association nor Goldman Sachs Bank USA shall be required to issue commercial Letters of Credit. The Issuing Bank may,
in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case the term “Issuing
Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. So long as there is more than
one Issuing Bank hereunder, (i) the Borrower may, in its discretion, select which Issuing Bank is to issue any particular Letter
of Credit (subject to the Letter of Credit Commitment) and (ii) references herein and in the other Loan Documents to the Issuing
Bank shall be deemed to refer to the Issuing Bank in respect of the applicable Letter of Credit or to all Issuing Banks, as the context
requires.


 






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“Junior Lien Intercreditor Agreement”
means an agreement substantially in the form of Exhibit H hereto with such changes as may be mutually agreed by the Borrower
and the Administrative Agent.





 


“Latest Maturity Date” means,
at any date of determination and with respect to the specified Loans or Commitments (or in the absence of any such specification, all
outstanding Loans and Commitments hereunder), the latest Maturity Date applicable to any such Loans or Commitments hereunder at such
time, including the latest maturity date of any Extended Term Loan, any Extended Revolving Commitment, any Incremental Term Loans and
any Incremental Revolving Commitments, in each case as extended in accordance with this Agreement from time to time.


 


“LC Disbursement” means a payment
made by the Issuing Bank pursuant to a Letter of Credit.


 


“LC Exposure” means, at any
time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate
amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any
Revolving Lender at any time shall be its Applicable Percentage of the aggregate LC Exposure at such time. For all purposes of this Agreement,
if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of
the operation of Rule 3.14 of the International Standby Practices (ISP98), such Letter of Credit shall be deemed to be “outstanding”
in the amount so remaining available to be drawn. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall
be deemed to be the stated amount of such Letter of Credit in effect at such time; provided that with respect to any Letter of Credit
that, by its terms or the terms of any document related thereto, provides for one or more automatic increases in the stated amount thereof,
the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all
such increases, whether or not such maximum stated amount is in effect at such time.


 


“LCT Election” has the meaning
set forth in Section 1.06(e).


 


“LCT Test Date” has the meaning
set forth in Section 1.06(e).


 


“Lead Arrangers” means JPMorgan
Chase Bank, N.A., Wells Fargo Securities, LLC, Deutsche Bank Securities Inc., RBC Capital Markets, Merrill Lynch, Pierce, Fenner &
Smith Incorporated (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all
of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses
may be transferred following the date of this Agreement), Goldman Sachs Bank USA, PNC Capital Markets LLC and Morgan Stanley Senior Funding, Inc.,
in their respective capacities as joint lead arrangers and joint bookrunners under this Agreement.


 


“Lenders” means each Person
that was a lender on the Closing Date, the 2019 Incremental Term Lender, the 2019-1 Incremental Term Lender and any other Person that
shall have become a party hereto pursuant to an Assignment and Assumption or an Additional Credit Extension Amendment, other than any
such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.


 


“Letter
of Credit” means any letter of credit issued or deemed issued pursuant to this Agreement (including each Existing Letter of
Credit); provided that any letter of credit that has been issued pursuant to documentation other than this Agreement may be deemed
to have been issued under this Agreement if agreed in writing between the Administrative Agent, the Borrower and the relevant
Issuing Bank (each acting in its sole discretion).


 


“Letter of Credit Commitment”
shall mean, as to any Issuing Bank, the amount set forth on Schedule 2.01 opposite such Issuing Bank’s name or, in the case
of an Issuing Bank that becomes an Issuing Bank after the Closing Date, the amount notified in writing to the Administrative Agent by
the Borrower and such Issuing Bank; provided that the Letter of Credit Commitment of any Issuing Bank may be increased or decreased
if agreed in writing between the Borrower and such Issuing Bank (each acting in its sole discretion) and notified to the Administrative
Agent.


 


“Letter of Credit Sublimit”
means an amount equal to $125,000,000.


 






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“LIBO Rate” means, with respect
to any Eurodollar Borrowing for any Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration
(or any other Person that takes over the administration of such rate for dollars for a period equal in length to such Interest Period
as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear
on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate
page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its
reasonable discretion; in each case the “LIBO Screen Rate”) at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period; provided that if the LIBO Screen Rate shall be less than zero, such rate
shall be deemed to be zero for the purposes of this Agreement; provided, further, that if the LIBO Screen Rate shall not
be available at such time for such Interest Period (an “Impacted Interest Period”) then the LIBO Rate shall be the
Interpolated Rate; provided that if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes
of this Agreement.


 


“LIBO Screen Rate” has the
meaning provided in the definition of “LIBO Rate.”


 


“Licensed Personnel” has the
meaning set forth in Section 3.21(a).


 


“Lien” means, with respect
to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of
such asset or other arrangement to provide priority or preference with respect to such asset, (b) the interest of a vendor or a
lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially
the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option,
call or similar right of a third party (other than customary rights of first refusal and tag, drag and similar rights in joint venture
agreements (other than any such agreement in respect of any Restricted Subsidiary)) with respect to such securities.


 


“Limitation” means a revocation,
suspension, termination, impairment, probation, limitation, nonrenewal, forfeiture, declaration of ineligibility, loss of status as a
participating provider in any Third Party Payor Arrangement, and the loss of any other rights.


 


“Limited Condition Transaction”
means (i) any acquisition by one or more of Holdings or its Restricted Subsidiaries of any assets, business or Person whose consummation
is not conditioned on the availability of, or on obtaining, third party financing, (ii) any permitted Investment whose consummation
is not conditioned on the availability of, or on obtaining, third party financing and (iii) any redemption, repurchase, defeasance,
satisfaction and discharge or repayment of Indebtedness requiring irrevocable notice in advance of such redemption, repurchase, defeasance,
satisfaction and discharge or repayment.


 


“Loan
Document Obligations” means (a) the due and punctual payment by the Borrower of (i) the principal of and interest
(including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless
of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or
more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrower under this Agreement in respect
of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon (including
interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding) and obligations to provide cash collateral, and (iii) all other monetary obligations of
the Borrower to any of the Secured Parties under this Agreement and each other Loan Document, including obligations to pay fees, expense
reimbursement obligations and indemnification obligations, whether primary, secondary, direct, contingent, fixed or otherwise (including
monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless
of whether allowed or allowable in such proceeding), (b) the due and punctual performance of all other obligations of the Borrower
under or pursuant to this Agreement and each other Loan Document, and (c) the due and punctual payment and performance in full of
all the obligations of each other Loan Party under or pursuant to the Collateral Agreement and each other Loan Document.


 


“Loan Documents” means, collectively,
(i) this Agreement, (ii) the promissory notes, if any, executed and delivered pursuant to Section 2.09(e), (iii) any
Additional Credit Extension Amendment, (iv) the Security Documents, (v) any First Lien Intercreditor Agreement or Junior Lien
Intercreditor Agreement (in each case, if entered into) and (vi) Amendment No. 1, Amendment No. 2, Amendment No. 3,
Amendment No. 4, Amendment No. 5 and any other amendment or joinder to this Agreement.


 






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“Loan Parties” means Holdings,
the Borrower, the Subsidiary Loan Parties and each Permitted Joint Venture Loan Party.


 


“Loans” means the loans made
by the Lenders to the Borrower pursuant to this Agreement or an Additional Credit Extension Amendment.


 


“Long-Term Indebtedness” means
any Indebtedness that, in accordance with GAAP, constitutes (or, when incurred, constituted) a long-term liability (excluding Revolving
Loans or extensions of credit under any other revolving credit or similar facility).


 


“Material Adverse Effect” means
a material adverse effect on (a) the business, operations, assets, liabilities, financial condition or results of operations of
Holdings and the Subsidiaries, taken as a whole, (b) the ability of the Loan Parties, taken as a whole, to perform any material
obligation under any Loan Document or (c) the rights of or benefits, taken as a whole, available to the Lenders under any Loan Document.


 


“Material Disposition” means
the sale by Holdings or any Subsidiary of assets (including the capital stock of a Subsidiary or a business unit) for aggregate consideration
(including amounts received in connection with post-closing payment adjustments, earn-outs and noncompete payments) of at least $50,000,000.


 


“Material Indebtedness” means
Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one or more
of Holdings and the Restricted Subsidiaries in an aggregate principal amount exceeding $75,000,000. For purposes of determining Material
Indebtedness, the “principal amount” of the obligations of Holdings or any Restricted Subsidiary in respect of any Swap Agreement
at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that Holdings or such Restricted Subsidiary
would be required to pay if such Swap Agreement were terminated at such time.


 


“Material Real Property” means
any fee-owned real property with a net book value of at least $12,000,000, as reasonably determined by the Borrower in good faith.


 


“Material Subsidiary” means,
at any date of determination, each wholly owned Restricted Subsidiary (when combined with the assets of such Subsidiary’s Restricted
Subsidiaries after eliminating intercompany obligations) (i) whose total assets at the last day of the Test Period ending on the
last day of the most recent fiscal period for which financial statements pursuant to Section 5.01(a) or (b) have been
delivered were equal to or greater than 2.5% of the Total Assets of Holdings and the Restricted Subsidiaries at such date or (ii) whose
revenues during such Test Period were equal to or greater than 2.5% of the consolidated revenues of Holdings and the Restricted Subsidiaries
for such period (in the case of any determination relating to any Specified Transaction, on a Pro Forma Basis including the revenues
of any Person being acquired in connection therewith), in each case determined in accordance with GAAP; provided that if, at any
time and from time to time after the Closing Date, Restricted Subsidiaries that are not Material Subsidiaries (other than Excluded Subsidiaries
(except pursuant to clause (vii) of the definition thereof)) have, in the aggregate, (a) total assets at the last day of such
Test Period equal to or greater than 5.0% of the Total Assets of Holdings and the Restricted Subsidiaries at such date or (b) revenues
during such Test Period equal to or greater than 5.0% of the consolidated revenues of Holdings and the Restricted Subsidiaries for such
period, in each case determined in accordance with GAAP, then the Borrower shall, on or prior to the date on which financial statements
for the last quarter of such Test Period are delivered pursuant to this Agreement, designate in writing to the Administrative Agent one
or more of such Restricted Subsidiaries as Material Subsidiaries for each fiscal period until this proviso is no longer applicable.


 


“Maturity
Date” means (i) with respect to the Tranche B Term Loans, the Tranche B Maturity Date, (ii) with respect to the Revolving
Commitments, the Revolving Maturity Date, (iii) with respect to any Incremental Term Loans (other than the 2019 Incremental Term
Loans and the 2019-1 Incremental Term Loans) or Incremental Revolving Commitments, the final maturity date as specified in the applicable
Additional Credit Extension Amendment and (iv) with respect to any Class of Extended Term Loans or Extended Revolving
Commitments, the final maturity date as specified in the applicable Additional Credit Extension Amendment with respect thereto accepted
by the respective Lender or Lenders; provided that, in each case, if such day is not a Business Day, the Maturity Date shall be
the Business Day immediately succeeding such day.


 






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“Maximum Rate” has the meaning
set forth in Section 9.13.


 


“Medical Services” means medical
and health care services provided to a Person by Licensed Personnel provided by a Loan Party and other respective employees, independent
contractors and leased personnel whether or not covered by a policy of insurance issued by an insurer, and includes physician services,
nurse practitioner services and physician’s assistant services provided by Licensed Personnel supplied by a Loan Party, its respective
employees, independent contractors and leased personnel to a Person for a valid and proper medical or health purpose.


 


“Medicare and Medicaid Programs”
means the programs established under Title XVIII and XIX of the Social Security Act and any successor programs performing similar functions.


 


“Moody’s” means Moody’s
Investors Service, Inc.


 


“Mortgage” means a mortgage,
deed of trust, security deed or other security document granting a Lien on any Mortgaged Property to the Collateral Agent for the benefit
of the Secured Parties to secure the Obligations, in each case, as amended, supplemented or otherwise modified from time to time. Each
Mortgage shall be reasonably satisfactory in form and substance to the Collateral Agent.


 


“Mortgaged Property” means,
initially, each Material Real Property identified on Schedule 1.01-A and includes each other Material Real Property with respect
to which a Mortgage is granted pursuant to Section 5.12 or 5.13.


 


“Multiemployer Plan” means
a multiemployer plan as defined in Section 4001(a)(3) of ERISA that is contributed to, or required to be contributed to, by
the Borrower or any ERISA Affiliate, or with respect to which the Borrower or any ERISA Affiliate has any actual or contingent liability.


 


“Net Proceeds” means, with
respect to any event, (a) the cash proceeds received in respect of such event including (i) any cash received in respect of
any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment
receivable or purchase price adjustment receivable or otherwise, but excluding any interest payments), but only as and when received,
(ii) in the case of a casualty, insurance proceeds and (iii) in the case of a condemnation or similar event, condemnation awards
and similar payments, net of (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid to third parties (other
than Affiliates) in connection with such event, (ii) in the case of a sale, transfer or other disposition of an asset (including
pursuant to a sale and leaseback transaction or a casualty or a condemnation or similar proceeding), the amount of all payments required
to be made as a result of such event to repay Indebtedness (other than Loans and other Indebtedness secured by Liens ranking pari
passu or junior to the Liens securing the Obligations) secured by such asset or otherwise subject to mandatory prepayment as a result
of such event and (iii) the amount of all taxes paid (or reasonably estimated to be payable) and the amount of any reserves established
to fund liabilities reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding
year and that are directly attributable to such event (as determined reasonably and in good faith by a Financial Officer); provided
that no net proceeds calculated in accordance with the foregoing of less than $2,500,000 realized in a single transaction or series
of related transactions shall constitute Net Proceeds.


 


“Net
Working Capital” means, at any date, (a) the consolidated current assets of Holdings and its Restricted Subsidiaries
as of such date (excluding cash and Permitted Investments) minus (b) the consolidated current liabilities of Holdings and
its Restricted Subsidiaries as of such date (excluding current liabilities in respect of Indebtedness). Net Working Capital at any date
may be a positive or negative number. Net Working Capital increases when it becomes more positive or less negative and decreases when
it becomes less positive or more negative.


 


“Non-Consenting Lender” has
the meaning set forth in Section 9.02(b).


 






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“Non-Debt
Fund Affiliate” shall mean any Affiliate of Holdings (other than Holdings, the Borrower or any Subsidiary of Holdings)
that is not a Debt Fund Affiliate.





 


“Non-Loan
Party” means any Restricted Subsidiary of Holdings that is not a Loan Party.


 


“NYFRB” means the Federal Reserve
Bank of New York.


 


“NYFRB Rate” means, for any
day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect
on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates
are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted
at 11:00 a.m. on such day received to the Administrative Agent from a Federal funds broker of recognized standing selected by it;
provided, further, that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes
of this Agreement.


 


“Obligations”
means (a) Loan Document Obligations, (b) obligations of any Loan Party arising under any Secured Hedge Agreement (including
monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless
of whether allowed or allowable in such proceeding) and (c) Cash Management Obligations (including monetary obligations incurred
during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable
in such proceeding); provided that the “Obligations” shall in no event include any Excluded Swap Obligations.


 


“OFAC” means the Office of
Foreign Assets Control of the U.S. Department of the Treasury.


 


“OID” means original issue
discount.


 


“Other Taxes” means any and
all present or future recording, stamp, documentary, excise, transfer, sales, property or similar Taxes arising from any payment made
under any Loan Document or from the execution, delivery, enforcement, registration, filing or recording of, from the receipt or perfection
of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are imposed as a result of
a present or former connection between the applicable Lender and the jurisdiction imposing such Tax (other than a connection arising
by such Lender having executed, delivered, become a party to, performed its obligations or received payments under, received or perfected
a security interest under, engaged in any other transaction pursuant to, or enforced, any Loan Document, or sold or assigned an interest
in any Loan or Loan Document) with respect to an assignment (other than an assignment made pursuant to Section 2.19).


 


“Otherwise Applied” means,
with respect to any Net Proceeds, the amount of such Net Proceeds that was (i) required to prepay the Loans pursuant to Section 2.11
or (ii) otherwise previously applied under the Loan Documents.


 


“Overnight Bank Funding Rate”
means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar borrowings by U.S.-managed banking offices
of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time,
and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB
shall commence to publish such composite rate).


 


“Parent” means any direct or
indirect parent of which Holdings is a wholly owned subsidiary.


 


“Participant” has the meaning
set forth in Section 9.04(c).


 


“Participant Register” has
the meaning set forth in Section 9.04(c).


 


“Patriot Act” has the meaning
set forth in Section 9.14.


 






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“PBGC” means the Pension Benefit
Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.


 


“Perfection Certificate” means
a certificate in the form of Exhibit C or any other form approved by the Collateral Agent.


 


“Permits” shall mean, with
respect to any Person, any permit, approval, authorization, license, registration, certificate, concession, grant, franchise, variance
or permission from, and any other contractual obligations with, any Governmental Authority, in each case whether or not having the force
of law and applicable to or binding upon such Person or any of its property or operations or to which such Person or any of its property
or operations is subject.


 


“Permitted
Acquisition” means any Investment by Holdings or any of its Restricted Subsidiaries consisting of (a) the acquisition
of all or substantially all of the assets of any other Person (a “Target”) or of assets constituting a business unit,
a division or line of business of a Target or a facility of such Target (including research and development and related assets in respect
of any product) or (b) all or substantially all of the Equity Interests of a Target, if as a result of such Investment (i) such
Target becomes a Restricted Subsidiary or (ii) such Target, in one transaction or a series of related transactions, is amalgamated,
merged or consolidated with or into, or transfers or conveys substantially all of its assets (or such business unit, division or line
of business) to, or is liquidated into, Holdings or a Restricted Subsidiary; provided that the aggregate amount of Investments
in Non-Loan Parties by Loan Parties in connection with all Permitted Acquisitions shall not, except as otherwise permitted by Section 6.04
(other than Section 6.04(a)), exceed $40,000,000.


 


“Permitted
Business” means (i) any business engaged in by Holdings or any of its Restricted Subsidiaries on the Closing Date
and (ii) any business or other activities that are reasonably similar, ancillary, incidental, complementary or related to, or a
reasonable extension, development or expansion of, the businesses in which Holdings and its Restricted Subsidiaries are engaged on the
Closing Date.


 


“Permitted
Debt” means Indebtedness (including Acquired Indebtedness) incurred or assumed by Holdings and any Restricted Subsidiary
in the form of loans or debt securities; provided that, except in the case of Refinancing Debt Securities and assumed Indebtedness,
to the extent such Indebtedness is in the form of senior term loans secured by Liens ranking pari passu with the Liens securing the Obligations,
the provisions of Section 2.20(e)(iii) shall apply to any such Indebtedness as if such Indebtedness were a Class of Incremental
Term Loans that is pari passu in right of payment and security with the Tranche B Term Loans); provided, further,
that (A) except in the case of Refinancing Debt Securities, immediately after the incurrence or assumption of such Indebtedness
and the use of proceeds thereof, no Event of Default shall be continuing or result therefrom (but if the primary purpose of incurring
any Permitted Debt is to finance a Limited Condition Transaction, such Event of Default shall be limited to an Event of Default under
Section 7.01(a), (b), (h) or (i)), (B) to the extent such Indebtedness is in the form of loans, the provisions of Section 2.20(e)(i)(B) and
Section 2.20(e)(i)(C) shall apply to any such Indebtedness as if such Indebtedness were a Class of Incremental Term Loans,
(C) to the extent such Indebtedness is in the form of bonds, such Indebtedness does not mature or have scheduled amortization or
payments of principal (other than customary “AHYDO catch up payments”, customary offers to repurchase and prepayment events
upon a change of control, asset sale or event of loss and a customary acceleration right after an event of default) prior to the Tranche
B Maturity Date at the time such Indebtedness is issued, (D) such Indebtedness shall not be secured by any assets of the Loan Parties
other than Collateral and, if secured by the Collateral shall either be secured by Liens ranking pari passu with the Liens securing
the Obligations that are subject to a First Lien Intercreditor Agreement with the Collateral Agent or by Liens ranking junior to the
Liens securing the Obligations pursuant to a Junior Lien Intercreditor Agreement, (E) the covenants, events of default and prepayment
events applicable to such other Indebtedness shall be substantially similar to, or no more favorable (taken as a whole), than the terms
of this Agreement, in each case as reasonably determined by the Borrower (except for restrictions that apply only after the Latest Maturity
Date) and (F) Non-Loan Parties may not incur Indebtedness pursuant to this definition if, after giving Pro Forma Effect to such
incurrence, the aggregate amount of Indebtedness of Non-Loan Parties incurred pursuant to this paragraph then outstanding, together with
any Indebtedness incurred by Non-Loan Parties pursuant to clause (vii) of Section 6.01(a), would exceed the greater of $70,000,000
and 2.0% of Total Assets, in each case determined at the such time of incurrence.


 






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“Permitted Encumbrances” means:





 


(a)             Liens
imposed by law for Taxes that are not yet due or are being contested in compliance with Section 5.05,


 


(b)            carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary
course of business and securing obligations that are not overdue by more than 30 days or, if more than 30 days overdue, are
being contested in a manner similar to the treatment of Taxes in compliance with Section 5.05;


 


(c)             pledges
and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance, other social
security benefits or other insurance-related obligations (including, but not limited to, in respect of deductibles, self-insured retention
amounts and premiums and adjustments thereto),


 


(d)             deposits
and pledges to secure the performance of bids, trade contracts, leases, public or statutory obligations, progress payments, surety and
appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business,


 


(e)             judgment
liens in respect of judgments that do not constitute an Event of Default under paragraph (j) of Section 7.01,


 


(f)             minor
survey exceptions, easements or reservations of rights for others for, licenses, zoning restrictions, rights-of-way, sewers, electric
lines, telegraph and telephone lines and other similar purposes, minor defects or irregularities of title and other similar encumbrances
on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not
either detract from the value of the affected property or interfere with the ordinary conduct of business of Holdings or any Restricted
Subsidiary, in each case in any material respect, taken as a whole,


 


(g)             landlords’
and lessors’ and other like Liens in respect of rent not in default,


 


(h)            any
Liens shown on the title insurance policies in favor of the Collateral Agent insuring the Liens of the Mortgages,


 


(i)             leases,
subleases, licenses or sublicenses which are subordinate to the Lien of any Mortgage or otherwise reasonably acceptable to the Collateral
Agent, and


 


(j)             Liens
arising from precautionary Uniform Commercial Code financing statement or similar filings;


 


provided
that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.


 


“Permitted Holder” means any
of the following: (A) (i) Welsh, Carson, Anderson & Stowe XII, L.P., Cressey & Company Fund IV, L.P. and
each of their respective Affiliates  that is neither an operating company nor a company controlled by an operating company, (ii) each
partner, officer, director, principal or member of the Persons described in clause (i); (iii) any spouse, parent or lineal descendant
(including by adoption) of any of the foregoing who are natural persons and any trust for the benefit of such Persons and (B) (i) Rocco
A. Ortenzio, Robert A. Ortenzio and each of the other directors, officers and employees of the Borrower who own capital stock of Holdings
on the date hereof; (ii) the spouses, ancestors, siblings, descendants (including children or grandchildren by adoption) and the
descendants of any of the siblings of the Persons referred to in clause (i); (iii) in the event of the incompetence or death of
any of the Persons described in clauses (i) or (ii), such Person’s estate, executor, administrator, committee or other personal
representative, in each case who at any particular date shall be the beneficial owner or have the right to acquire, directly or indirectly,
capital stock of the Borrower or Holdings (or any other direct or indirect parent company of the Borrower); (iv) any trust created
for the benefit of the Persons described in any of clauses (i) through (iii) or any trust for the benefit of any such trust;
or (v) any Person Controlled by any of the Persons described in any of clauses (i) through (iv); or (C) any “group”
within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act or any successor provision)
of which any of the foregoing are members; provided that in the case of such “group” and without giving effect to
the existence of such “group” or any other “group”, such Persons specified in clauses (A) or (B) above,
collectively, have beneficial ownership, directly or indirectly of more than 50% of the total voting power of the voting Equity Interests
of Holdings or any of its direct or indirect parent entities held by such “group”.


 






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“Permitted Investments” means:


 


(a)            United
States dollars or, in the case of any Restricted Subsidiary which is not a Domestic Subsidiary, any other currencies held from time to
time in the ordinary course of business,


 


(b)            direct
obligations of, or obligations of the principal of and interest on which are unconditionally guaranteed by, the United States of America
(or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in
each case maturing within one year from the date of acquisition thereof,


 


(c)            direct
obligations issued by any state of the United States of America or any political subdivision of any such state, or any public instrumentality
thereof, in each case having maturities of not more than 12 months from the date of acquisition,


 


(d)            investments
in commercial paper maturing within 365 days from the date of acquisition thereof and having, at such date of acquisition, a credit rating
from S&P or Moody’s of at least A2 or P2, respectively,


 


(e)            investments
in certificates of deposit, banker’s acceptances and time deposits maturing within 365 days from the date of acquisition thereof
issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial
bank organized under the laws of the United States of America or any State thereof that has a combined capital and surplus and undivided
profits of not less than $500,000,000,


 


(f)            Indebtedness
or preferred stock issued by Persons with a rating of “A” or higher from Standard & Poor’s Rating Services
or “A2” or higher from Moody’s Investors Service, Inc. with maturities of 12 months or less from the date
of acquisition,


 


(g)            fully
collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (b) above and entered
into with a financial institution satisfying the criteria described in clause (e) above, and


 


(h)            investments
in money market funds that comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended,
substantially all of whose assets are invested in investments of the type described in clauses (a) through (d) above.


 


“Permitted
Joint Venture” means any investment by which Holdings, the Borrower or any Restricted Subsidiary acquires at least 10%
but not more than 99% of the Equity Interests of any Person; provided that the primary business of such Person is (x) to
own, lease or operate facilities which provide health care related services or (y) to provide health care related services or any
related services to a health care facility or business; provided, further, that, except with respect to Section 6.04
and Section 6.09, any Person that is an Unrestricted Subsidiary shall not be considered a Permitted Joint Venture.


 


“Permitted
Joint Venture Loan Party” means any Permitted Joint Venture which (x) is a Restricted Subsidiary of Holdings, the
Borrower or any Subsidiary Loan Party and (y) satisfies the terms of the Collateral and Guarantee Requirement (without regard to
its potential classification as an Excluded Subsidiary).


 






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“Permitted Liens” has the meaning
set forth in Section 6.02.


 


“Permitted
Refinancing” means any Indebtedness of Holdings or any of its Restricted Subsidiaries issued in exchange for, or the
net proceeds of which are used to extend, renew, refund, refinance, replace, defease or discharge other Indebtedness of Holdings or any
of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:


 


(a)            the
principal amount (or accreted value, if applicable) of such Permitted Refinancing does not exceed the principal amount (or accreted value,
if applicable) of the Indebtedness extended, renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued
interest on the Indebtedness and the amount of all fees, commissions, discounts and expenses, including premiums, incurred in connection
therewith),


 


(b)            either
(a) such Permitted Refinancing has a final maturity date later than the final maturity date of, and has a Weighted Average Life to
Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, renewed, refunded, refinanced,
replaced, defeased or discharged or (b) all scheduled payments on or in respect of such Permitted Refinancing (other than interest
payments) shall be at least 91 days following the final scheduled maturity of the Loans,


 


(c)            if
the Indebtedness being extended, renewed, refunded, refinanced, replaced, defeased or discharged is Subordinated Indebtedness, such Permitted
Refinancing is subordinated in right of payment to the Obligations on terms at least as favorable (taken as a whole) to the holders of
the Obligations as those contained in the documentation governing the Subordinated Indebtedness being extended, renewed, refunded, refinanced,
replaced, defeased or discharged,


 


(d)            such
Indebtedness is incurred (i) by Holdings or by any Restricted Subsidiary who is the obligor on the Indebtedness being renewed,
refunded, refinanced, replaced, defeased or discharged, (ii) by any Loan Party if the obligor on the Indebtedness being renewed,
refunded, refinanced, replaced, defeased or discharged is a Loan Party, or (iii) by any Non-Loan Party if the obligor on the Indebtedness
being renewed, refunded, refinanced, replaced, defeased or discharged is a Non-Loan Party, and


 


(e)            such
Indebtedness is not secured by any assets other than the assets that secured the Indebtedness being renewed, refunded, refinanced, replaced,
defeased or discharged and if the Liens securing such Indebtedness were subject to a First Lien Intercreditor Agreement or Junior Lien
Intercreditor Agreement with the Collateral Agent, the Liens securing such new Indebtedness shall be subject to a First Lien Intercreditor
Agreement or Junior Lien Intercreditor Agreement, as applicable, with the Collateral Agent on terms not less favorable (taken as a whole)
to the Secured Parties than the terms of such existing First Lien Intercreditor Agreement or Junior Lien Intercreditor Agreement, as applicable.


 


“Person” means any natural person,
corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.


 


“Plan” means any “employee
pension benefit plan” (as defined in Section 3(2) of ERISA) that is subject to the provisions of Title IV or Section 302
of ERISA or Section 412 of the Code, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated,
would under Section 4069 of ERISA, be deemed to be) an “employer” as defined in Section 3(5) of ERISA, in all
events, excluding a Multiemployer Plan.


 


“Prepayment Event” means:


 


(a)            any
sale, transfer or other disposition (excluding pursuant to a sale and leaseback transaction permitted under Section 6.06) of any
property or asset of Holdings, the Borrower or any Restricted Subsidiary in excess of $5,000,000 in any fiscal year, other than dispositions
described in clauses (a), (b), (c), (d), (f) and (j) of Section 6.05, or


 






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(b)            any
casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property
or asset of Holdings, the Borrower or any Restricted Subsidiary with a fair value immediately prior to such event equal to or greater
than $5,000,000, or


 


(c)            the
incurrence by Holdings, the Borrower or any Restricted Subsidiary of (x) any Refinancing Indebtedness or (y) any Indebtedness
not permitted under Section 6.01.


 


“Prime Rate” means 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 Federal Reserve 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 Federal Reserve 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 as being effective.


 


“Pro Forma Basis” and “Pro
Forma Effect” mean, with respect to compliance with any test or covenant or calculation of any ratio hereunder, the determination
or calculation of such test, covenant or ratio (including in connection with Specified Transactions) in accordance with Section 1.06.


 


“Pro Forma Compliance” means,
with respect to the Financial Covenant, compliance on a Pro Forma Basis in accordance with Section 1.06.


 


“Proposed Change” has the meaning
set forth in Section 9.02(b).


 


“PTE” means a prohibited transaction
class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.


 


“Public-Sider” means a Lender
whose representatives may trade in securities of the Borrower or its controlling person or any of its Subsidiaries while in possession
of the financial statements provided by the Borrower under the terms of this Agreement.


 


“Purchasing Tranche B Lender”
has the meaning set forth in Amendment No. 1.


 


“Qualified Counterparty” means
any Person which is a party to a Swap Agreement permitted by Section 6.07 or a Cash Management Agreement with Holdings or any Restricted
Subsidiary and that is or was a Lender, an Agent, an Arranger or an Affiliate of a Lender, an Agent or an Arranger on the Closing Date
or at the time it enters into such Swap Agreement or Cash Management Agreement, as applicable, in its capacity as a party thereto.


 


“Qualified
Holdings Discount Debt” means unsecured Indebtedness of Holdings or a Parent that (a) is not subject to any Guarantee by
the Borrower or any Subsidiary Loan Party, (b) does not mature prior to the date that is 180 days after the Tranche B Maturity Date,
(c) has no scheduled amortization or payments of principal prior to the date that is 180 days after the Tranche B Maturity
Date (except to the extent required to prevent such Indebtedness from being treated as an “Applicable High Yield Discount Obligation”
within the meaning of Section 163(i)(1) of the Internal Revenue Code of 1986, as amended; provided that any such payment obligation
of Holdings shall be subordinated in right of payment to the Obligations), (d) does not require any payments in cash of interest
or other amounts in respect of the principal thereof for at least four (4) years from the date of issuance or incurrence thereof
and (e) the covenants, repurchase or redemption requirements, events of default and prepayment events applicable to such Indebtedness
shall be substantially similar to, or no more favorable to the Borrower (taken as a whole), than the terms of this Agreement, in each
case as reasonably determined by the Borrower.


 






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“Qualified Preferred Stock”
means common stock or preferred stock of Holdings that (a) does not require the payment of cash dividends (it being understood that
cumulative dividends shall be permitted), (b) is not mandatorily redeemable pursuant to a sinking fund obligation or otherwise prior
to the date that is 180 days after the Latest Maturity Date at the time of incurrence thereof (other than upon an event of default, asset
sale or change of control; provided that any such payment is subordinated (whether by contract or pursuant to Holdings’ charter
or the certificate of designations of such preferred stock) in right of payment to the Obligations on the terms set forth in the certificate
of incorporation of Holdings in existence on the Closing Date or such other terms reasonably satisfactory to the Administrative Agent),
(c) contains no maintenance covenants, other covenants materially adverse to the Lenders or remedies (other than voting rights) and
(d) is convertible only into common equity of Holdings or securities that would constitute Qualified Preferred Stock.


 


“Qualified Proceeds”
means any of the following or any combination of the following:


 


(a)            Investments
permitted under Section 6.04,


 


(b)            the
Fair Market Value of assets that are used or useful in a Permitted Business, and


 


(c)           the
Fair Market Value of the Equity Interests of any Person engaged primarily in a Permitted Business if such Person is a non-wholly owned
Restricted Subsidiary prior to such transaction or, if in connection with the receipt by Holdings or any of its Restricted Subsidiaries
of such Equity Interests, such Person becomes a Restricted Subsidiary or such Person is merged or consolidated into Holdings or any Restricted
Subsidiary.


 


“Refinancing Debt Securities”
means any Permitted Debt designated as “Refinancing Debt Securities” in a certificate of a Responsible Officer of the Borrower
delivered to the Administrative Agent on or prior to the date such Permitted Debt is incurred.


 


“Refinancing Indebtedness” means
(i) any Refinancing Term Loans, (ii) any Refinancing Revolving Commitments and (iii) any Refinancing Debt Securities.


 


“Refinancing Revolving Commitments”
means any Incremental Revolving Commitments that are designated by a Responsible Officer of the Borrower as “Refinancing Revolving
Commitments” in the applicable Additional Credit Extension Amendment; provided that on the date of effectiveness thereof
the Borrower reduces the aggregate amount of a Class of Revolving Commitments, Extended Revolving Commitments or previously established
Incremental Revolving Commitments by a corresponding amount.


 


“Refinancing Term Loans” means
any Incremental Term Loans that are designated by a Responsible Officer of the Borrower as “Refinancing Term Loans” in the
applicable Additional Credit Extension Amendment.


 


“Register” has the meaning set
forth in Section 9.04(b).


 


“Reimbursement Approvals” means,
with respect to all Government Programs, any and all certifications, provider numbers, provider agreements, participation agreements,
accreditations and any other similar agreements with or approvals by any Governmental Authority or other Person.


 


“Rejection Notice” has the meaning
specified in Section 2.11(g).


 


“Related Parties” means, with
respect to any specified Person, such Person’s Affiliates and the respective directors, members, partners, officers, employees,
agents, advisors and other representatives of such Person and such Person’s Affiliates.


 


“Release” means any release,
spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through
the environment or within, into or from any building, structure, facility or fixture.


 


“Replacement Term Loans” has
the meaning assigned to such term in Section 9.02(c).


 






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“Repricing Transaction” means
(a) any prepayment or repayment of Tranche B Term Loans with the proceeds of, or any conversion of Tranche B Term Loans into, any
new or replacement tranche of first lien term loans the primary purpose of which is to effectively reduce the Yield applicable to such
Tranche B Term Loans or (b) any amendment relating to the Tranche B Term Loans, the primary purpose of which is to effectively reduce
the Yield applicable to Tranche B Term Loans; provided that any refinancing or repricing of Tranche B Term Loans in connection
with (i) any Transformative Acquisition or (ii) a transaction that would result in a Change of Control shall, in each case,
not constitute a Repricing Transaction. Any determination by the Administrative Agent with respect to whether a Repricing Transaction
shall have occurred shall be conclusive and binding on all Lenders holding the Tranche B Term Loans.


 


“Required Class Lenders”
means (i) with respect to the Revolving Commitments, the Required Revolving Lenders and (ii) with respect to any Class of
Term Loans, one or more Lenders holding a majority in principal amount of all outstanding Term Loans of such Class.


 


“Required Lenders” means, at
any time, Lenders having Revolving Exposures, outstanding Term Loans and unused Commitments representing more than 50% of the aggregate
Revolving Exposures, outstanding Term Loans and unused Commitments at such time (disregarding any of the foregoing of a Defaulting Lender).


 


“Required Revolving Lenders”
means, at any time, Lenders having Revolving Exposures and unused Revolving Commitments representing more than 50% of the sum of the aggregate
Revolving Exposures and unused Revolving Commitments at such time (disregarding any of the foregoing of a Defaulting Lender).


 


“Requirement of Law” means,
with respect to any Person, (i) the charter, articles or certificate of organization or incorporation and bylaws or other organizational
or governing documents of such Person and (ii) any statute, law, treaty, rule, regulation, order, decree, writ, injunction or determination
of any arbitrator or court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property
or to which such Person or any of its property is subject.


 


“Responsible Officer” means
the chief executive officer, president, vice president, chief financial officer, chief operating officer, chief administrative officer,
secretary or assistant secretary, treasurer or assistant treasurer or other similar officer or Person performing similar functions of
a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed
to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible
Officer shall be conclusively presumed to have acted on behalf of such Loan Party.


 


“Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity
Interests in Holdings, the Borrower or any Restricted Subsidiary, or any payment thereon (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination
of any such Equity Interests; provided that the repurchase, redemption or other acquisition or retirement for value of any Equity
Interests of a Restricted Subsidiary by Holdings or a Restricted Subsidiary shall not constitute a Restricted Payment but shall
constitute an Investment.


 


“Restricted
Subsidiary” means any Subsidiary of Holdings (including the Borrower) other than an Unrestricted Subsidiary.


 


“Revolving Availability Period”
means the period from and including the Closing Date to but excluding the earlier of (a) the Revolving Maturity Date and (b) the
date of termination of the Revolving Commitments.


 


“Revolving Commitment” means,
with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans hereunder, expressed as an amount representing
the maximum possible aggregate amount of such Lender’s Revolving Exposure hereunder, as such commitment may be reduced or increased
from time to time pursuant to this Agreement. The aggregate amount of the Lenders’ Revolving Commitments on the Amendment No. 5
Effective Date is set forth on Schedule 2.01 to Amendment No. 5.


 





“Revolving Commitment Increase”
has the meaning set forth in Section 2.20(a).


 






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“Revolving Exposure” means,
with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans at such time.


 


“Revolving Lender” means a Lender
with a Revolving Commitment or, if the Revolving Commitments have terminated or expired, a Lender with Revolving Exposure.


 


“Revolving Loan” means the Loans
made pursuant to clauses (b) and (c) of Section 2.01.


 


“Revolving Maturity Date” means
March 6, 2024.


 


“S&P” means Standard &
Poor’s Ratings Group, Inc.


 


“Sanctioned
Country” means, at any time, a country, region or territory which is itself the subject or target of any comprehensive, country-based
Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea and Syria).


 


“Sanctioned Person” means, at
any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State,
the European Union or Her Majesty’s Treasury of the United Kingdom, (b) any other Person located, organized or ordinarily resident
in a Sanctioned Country or (c) any Person 50% or more of the Equity Interests of which are owned by one or more Persons referenced
in clause (a).


 


“Sanctions” means all economic
or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including
those administered by OFAC or the U.S. Department of State, or (b) the European Union or Her Majesty’s Treasury of the United
Kingdom.


 


“SEC” means the Securities and
Exchange Commission or any Governmental Authority succeeding to any of its principal functions.


 


“Secured Hedge Agreement” means
any Swap Agreement permitted by Section 6.07 that is entered into by and between Holdings or any Restricted Subsidiary and any Qualified
Counterparty.


 


“Secured Indebtedness” at any
date means the aggregate principal amount of Total Indebtedness outstanding at such date that consists of Indebtedness that in each case
is then secured by Liens on any property or assets of Borrower or its Subsidiaries.


 


“Secured Net Leverage Ratio”
means, with respect to any Test Period, the ratio of (a) Consolidated Secured Net Indebtedness as of the last day of such Test Period
to (b) Consolidated EBITDA for such Test Period.


 


“Secured
Parties” means (a) the Lenders, (b) the Collateral Agent, (c) the Administrative Agent, (d) the Issuing
Bank, (e) each Qualified Counterparty and (f) the successors and assigns of each of the foregoing.


 


“Securities Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Security Documents” means the
Collateral Agreement, the Mortgages, the Intellectual Property Security Agreements (if applicable), and each other security agreement
or other instrument or document executed and delivered pursuant to Section 5.12 or 5.13 to secure any of the Obligations.


 


“series” means, with respect
to any Extended Term Loans, Incremental Term Loans or Replacement Term Loans, all such Term Loans that have the same maturity date,
amortization and interest rate provisions and that are designated as part of such “series” pursuant to the applicable Additional
Credit Extension Amendment.


 


“Services Agreements” means
(i) the Tax Sharing Agreement by and among Select Medical Holdings Corporation and Concentra Group Holdings, Inc. dated as of
June 1, 2015 and (ii) the Shared Services Agreement between Select Medical Corporation and Concentra dated as of June 1,
2015.


 






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“Solvent” and “Solvency”
mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the assets of such Person
and its Subsidiaries, on a consolidated basis, exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent
or otherwise, (b) the present fair saleable value of the property of such Person and its Subsidiaries, on a consolidated basis, is
greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities,
subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (c) such Person and its Subsidiaries,
on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, as such liabilities become
absolute and matured and (d) such Person and its Subsidiaries, on a consolidated basis, are not engaged in, and are not about to
engage in, business for which they have unreasonably small capital. The amount of any contingent liability at any time shall be computed
as the amount that would reasonably be expected to become an actual and matured liability.


 


“Specified Indebtedness” has
the meaning set forth in Section 6.08(b).


 


“Specified Representations”
means those representations and warranties made by the Loan Parties in Section 3.01(a) (with respect to organizational existence
only), Section 3.01(b) (as relates to the execution, delivery and performance of the Loan Documents), Section 3.02 (as
relates to due authorization, execution, delivery and


 


enforceability of the Loan Documents), Section 3.03 (with respect
to charter documents limited to execution, delivery and performance of the Loan Documents, borrowing under, guaranteeing under and granting
of security interests in the Collateral), Section 3.08, Section 3.15, Section 3.16, the last sentence of Section 3.19(a),
Section 3.19(b)(i) and (b)(ii) and Section 3.20.


 


“Specified Transactions” means
(a) the Transactions, any acquisition (including a Permitted Acquisition), any Material Disposition, any sale, transfer or other
disposition that results in a Person ceasing to be a Restricted Subsidiary, any involuntary disposition, any Investment that results in
a Person becoming a Restricted Subsidiary, in each case, whether by merger, consolidation or otherwise, any incurrence or repayment of
Indebtedness, any Restricted Payment, any designation of a Restricted Subsidiary as an Unrestricted Subsidiary and any redesignation of
an Unrestricted Subsidiary as a Restricted Subsidiary or (b) any other event that by the terms of the Loan Documents requires Pro
Forma Compliance with a test or covenant or requires such test or covenant to be calculated on a Pro Forma Basis.


 


“Statutory Reserve Rate” means
a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus
the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a
decimal established by the Board to which the bank serving as the Administrative Agent is subject with respect to the Adjusted LIBO Rate,
for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve
percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency
funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available
from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve percentage.


 


“Subordinated Indebtedness”
means Indebtedness of Holdings, the Borrower or any Subsidiary that is subordinated in right of payment to the Obligations expressly by
its terms.


 


“Subsequent Transaction” has
the meaning set forth in Section 1.06(e).


 


“subsidiary” means, with respect
to any Person (other than any natural person) (the “parent”) at any date, any corporation, limited liability company,
partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated
financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation,
limited liability company, partnership, association or other entity of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership
interests are, as of such date, owned, controlled or held.


 






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“Subsidiary”
means any subsidiary of Holdings, other than any Permitted Joint Venture that is not a Permitted Joint Venture Loan Party.


 


“Subsidiary Loan Party” means
any Domestic Subsidiary (other than an Excluded Subsidiary or any Consolidated Practice).


 


“Succeeding Holdings” has the
meaning set forth in the definition of “Holdings.”


 


“Swap
Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement
involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic,
financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination
of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided
by current or former directors, officers, employees or consultants of Holdings or the Subsidiaries shall be a Swap Agreement.


 


“Swap Obligation” means, with
respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap”
within the meaning of Section 1a(47) of the Commodity Exchange Act.


 


“Tax Group” has the meaning
set forth in Section 6.08(a).


 


“Taxes” means any and all present
or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges
imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.


 


“Term Lender” means, at any
time, any Lender that has a Term Loan at such time.


 


“Term Loan Increase” has the
meaning set forth in Section 2.20(a).


 


“Term Loans” means the Tranche
B Term Loans (including the 2019 Incremental Term Loans and the 2019-1 Incremental Term Loans), the Incremental Term Loans of each series,
the Replacement Term Loan and the Extended Term Loans of each series, collectively, or as the context may require.


 


“Test
Period” means, for any date of determination under this Agreement, the four consecutive fiscal quarters of Holdings most
recently ended as of such date of determination.


 


“Third Party Payor” means any
Government Program and any quasipublic agency, Blue Cross, Blue Shield and any managed care plans and organizations, including health
maintenance organizations and preferred provider organizations and private commercial insurance companies and any similar third party
arrangements, plans or programs for payment or reimbursement in connection with health care services, products or supplies.


 


“Third Party Payor Arrangement”
means any arrangement, plan or program for payment or reimbursement by any Third Party Payor in connection with the provision of healthcare
services, products or supplies.


 


“Total
Assets” means, as of any date of determination, the amount that would, in conformity with GAAP, be set forth opposite
the caption “total assets” (or any like caption) on the most recent consolidated balance sheet of Holdings and the Restricted
Subsidiaries at such date (and, in the case of any determination relating to any Specified Transaction, on a Pro Forma Basis including
any property or assets being acquired in connection therewith) including the book value of Holdings’, the Borrower’s and the
Restricted Subsidiaries’ Investments in Unrestricted Subsidiaries but excluding, to the extent included therein, any amount attributable
to assets owned by any Unrestricted Subsidiary.


 


“Total
Indebtedness” means, as of any date, the Indebtedness of Holdings and the Restricted Subsidiaries outstanding as of such
date, in the amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP.


 






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“Total Net Leverage Ratio” means,
with respect to any Test Period, the ratio of (a) Consolidated Total Net Indebtedness as of the last day of such Test Period to (b) Consolidated
EBITDA for such Test Period.


 


“Tranche B Commitment” means,
with respect to each Lender, the commitment, if any, of such Lender to make a Tranche B Term Loan hereunder on the Closing Date, expressed
as an amount representing the maximum principal amount of the Tranche B Term Loan to be made by such Lender hereunder, as such commitment
may be reduced or increased from time to time pursuant to this Agreement.


 


“Tranche B Maturity Date” means
March 6, 2025.


 


“Tranche B Term Loan” means
a Loan made pursuant to clause (a) of Section 2.01, a 2019 Incremental Term Loan or a 2019-1 Incremental Term Loans.


 


“Transaction Expenses” means
any fees or expenses incurred or paid by any direct or indirect parent company of the Borrower, the Borrower or any of its (or their)
Subsidiaries in connection with the Transactions.


 


“Transactions” means, collectively,
(a) the repayment in full of all obligations under the Existing Credit Agreement, the termination of all commitments thereunder and
the release of all liens in respect thereof, (b) the funding of the Tranche B Term Loans and the initial Revolving Loans borrowed
on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date and (c) the payment of
Transaction Expenses.


 


“Transformative
Acquisition” means any acquisition by Holdings or any Restricted Subsidiary that is either (a) not permitted by
the terms of this Agreement immediately prior to the consummation of such acquisition or (b) if permitted by the terms of this Agreement
immediately prior to the consummation of such acquisition, would not provide Holdings and its subsidiaries with adequate flexibility under
this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower
acting in good faith.


 


“Type”, when used in reference
to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined
by reference to the Adjusted LIBO Rate or the Alternate Base Rate.


 


“Unrestricted
Subsidiary” means (i) on the Closing Date, Concentra and each of its subsidiaries (it being understood that Concentra and
each of its subsidiaries were redesignated as Restricted Subsidiaries on the Amendment No. 4 Effective Date) and (ii) any other
subsidiary of Holdings designated by the Board of Directors of the Borrower as an Unrestricted Subsidiary pursuant to Section 5.14
subsequent to the Closing Date.


 


“U.S. Tax Compliance Certificate”
has the meaning set forth in Section 2.17(e)(ii)(B)(3).


 


“Weighted Average Life to Maturity”
means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (i) the sum of the products obtained
by multiplying (a) the amount of each then remaining scheduled installment, sinking fund, serial maturity or other required scheduled
payments of principal, including payment at final scheduled maturity, in respect thereof, by (b) the number of years (calculated
to the nearest one-twelfth) that will elapse between such date and the making of such payment, by (ii) the then outstanding principal
amount of such Indebtedness; provided that the effects of any prepayments made on such Indebtedness shall be disregarded in making
such calculation.


 


“wholly owned” means with respect
to any Person, a subsidiary of such Person all the outstanding Equity Interests of which (other than (x) directors’ qualifying
shares and (y) shares issued to foreign nationals to the extent required by applicable law) are owned by such Person and/or by one
or more wholly owned subsidiaries of such Person.


 


“Withdrawal Liability” means
liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined
in ERISA.


 






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“Write-Down and Conversion Powers”
means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to
time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the
EU Bail-In Legislation Schedule.


 


“Yield” for any Indebtedness
on any date of determination will be determined by the Administrative Agent utilizing (a) if applicable, any “LIBOR floor”
applicable to such Indebtedness on such date, (b) the interest margin for such Indebtedness on such date, and (c) the issue
price of such Indebtedness (after giving effect to any OID (with OID being equated to interest based on an assumed four-year average life
to maturity on a straight-line basis)) or upfront fees (which shall be deemed to constitute like amounts of OID), in each case, incurred
or payable to the lenders of such Indebtedness but excluding arranger, underwriting, commitment, structuring, ticking, unused line, amendment
fees and other similar fees not paid generally to all lenders in the primary syndication of such Indebtedness.


 


SECTION 1.02     Classification
of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving
Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving
Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by
Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”).


 


SECTION 1.03     Terms
Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”,
 “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The
word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires
otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended, supplemented, amended and restated or otherwise modified
(subject to any restrictions on such amendments, supplements, amendment and restatements or modifications set forth herein), (b) any
reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”,
 “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety
and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed
to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property”
shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including
cash, securities, accounts and contract rights.


 


SECTION 1.04     Accounting
Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in
accordance with GAAP as in effect from time to time, provided that if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision (including any definition) hereof to eliminate the effect of any change occurring after the date
hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower
that the Required Lenders request an amendment to any provision (including any definition) hereof for such purpose), regardless of whether
any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted
on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have
been withdrawn or such provision amended in accordance herewith. In addition, notwithstanding any other provision contained herein, (i) the
definitions set forth in the Loan Documents and any financial calculations required by the Loan Documents shall be computed to exclude
any change to lease accounting rules from those in effect pursuant to Financial Accounting Standards Board Accounting Standards
Codification 840 and 842 (Leases) and other related lease accounting guidance as in effect on the Closing Date and (ii) all terms
of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall
be made, without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any
other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Holdings, the
Borrower or any Subsidiary at “fair value”, as defined therein.


 


SECTION 1.05     Available
Amount Transactions. If more than one action occurs on any given date the permissibility of the taking of which is determined hereunder
by reference to the amount of the Available Amount immediately prior to the taking of such action, the permissibility of the taking of
each such action shall be determined independently and in no event may any two or more such actions be treated as occurring simultaneously.


 






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SECTION 1.06     Pro
Forma Calculations.


 


(a)            Notwithstanding
anything to the contrary herein, financial ratios and tests, including the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio,
the Total Net Leverage Ratio and the Fixed Charge Coverage Ratio, and compliance with covenants determined by reference to Consolidated
EBITDA or Total Assets, shall be calculated in the manner prescribed by this Section 1.06; provided, that notwithstanding
anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.06, (A) when calculating any such ratio
or test for purposes of (i) the definition of “Applicable Rate”, and (ii) Section 6.12 (other than for the
purpose of determining Pro Forma Compliance with Section 6.12), the events described in this Section 1.06 that occurred subsequent
to the end of the applicable Test Period shall not be given Pro Forma Effect and cash and Permitted Investments included on the consolidated
balance sheet of Holdings and its Restricted Subsidiaries as of the date of the event for which the calculation of any such ratio is made
shall be taken into account in lieu of cash or Permitted Investments as of the last day of the relevant Test Period and (B) when
calculating any such ratio or test for purposes of the incurrence of any Indebtedness, cash and Permitted Investments resulting from the
incurrence of any such Indebtedness shall be excluded from the pro forma calculation of any applicable ratio or test. In addition, whenever
a financial ratio or test is to be calculated on a Pro Forma Basis, the reference to the “Test Period” for purposes of calculating
such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which
internal financial statements of Holdings are available (as determined in good faith by the Borrower) (it being understood that for purposes
of determining Pro Forma Compliance with Section 6.12, if no Test Period with an applicable level cited in Section 6.12 has
passed, the applicable level shall be the level for the first Test Period cited in Section 6.12 with an indicated level).


 


(b)            For
purposes of calculating any financial ratio or test or compliance with any covenant determined by reference to Consolidated EBITDA or
Total Assets, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause
(d) of this Section 1.06) that (i) have been made during the applicable Test Period or (ii) if applicable as described
in clause (a) above, have been made subsequent to such Test Period and prior to or substantially concurrently with the event for
which the calculation of any such ratio is made shall be calculated on a Pro Forma Basis assuming that all such Specified Transactions
(and any increase or decrease in Consolidated EBITDA, Total Assets and the component financial definitions used therein attributable to
any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of Total Assets, on the last day
of the applicable Test Period). If since the beginning of any applicable Test Period any Person that subsequently became a Restricted
Subsidiary or was merged, amalgamated or consolidated with or into Holdings or any of its Restricted Subsidiaries since the beginning
of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.06,
then such financial ratio or test (or Total Assets) shall be calculated to give Pro Forma Effect thereto in accordance with this Section 1.06.


 


(c)            Whenever
Pro Forma Effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible
financial or accounting officer of the Borrower and, in the case of any “Test Period” determined by reference to internal
financial statements of Holdings (as opposed to the financial statements most recently delivered pursuant to Section 5.01(a) or
Section 5.01(b)), as set forth in a certificate of a responsible financial or accounting officer of the Borrower (with supporting
calculations), and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions
and synergies resulting from or relating to, any Specified Transaction (including the Transactions) to the extent permitted by the definition
of “Consolidated EBITDA.”


 


(d)            In
the event that Holdings or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase,
redemption, repayment, retirement, discharge, defeasance or extinguishment) any Indebtedness (in each case, other than Indebtedness incurred
or repaid (other than Indebtedness incurred or repaid (other than any repayment from the proceeds of other Indebtedness) under any revolving
credit facility unless such Indebtedness has been permanently repaid and not replaced)) subsequent to the end of the applicable Test Period
and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial ratio or test shall
be calculated giving Pro Forma Effect to such incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge,
defeasance or extinguishment of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock, in each case to the extent
required, as if the same had occurred on the last day of the applicable Test Period.


 






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(e)            As
relates to any action being taken solely in connection with a Limited Condition Transaction, for purposes of:


 


(i)            determining
compliance with any provision of this Agreement (other than the Financial Covenant) which requires the calculation of any financial ratio
or test, including the First Lien Net Leverage Ratio, Secured Net Leverage Ratio, Total Net Leverage Ratio and Fixed Charge Coverage Ratio,
or


 


(ii)           testing
availability under baskets set forth in this Agreement (including baskets determined by reference to Consolidated EBITDA or Total Assets),


 


in
each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition
Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder shall
be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”),
and if, after giving Pro Forma Effect to the Limited Condition Transaction (and the other transactions to be entered into in connection
therewith, including any incurrence of Indebtedness and the use of proceeds thereof, as if they had occurred on the first day of
the most recent Test Period ending prior to the LCT Test Date (except with respect to any incurrence or repayment of Indebtedness for
purposes of the calculation of any leverage-based test or ratio, which shall in each case be treated as if they had occurred on the last
day of such Test Period)), the Borrower would have been permitted to take such action on the relevant LCT Test Date in compliance with
such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with; provided that if financial statements
for one or more subsequent fiscal periods shall have become available, the Borrower may elect, in its sole discretion, to redetermine
all such ratios, tests or baskets on the basis of such financial statements, in which case, such date of redetermination shall thereafter
be deemed to be the applicable LCT Test Date. For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios,
tests or baskets for which compliance was determined or tested as of the LCT Test Date would have failed to have been complied with as
a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Total Assets of the
Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action,
such baskets, tests or ratios will not be deemed to have failed to have been complied with as a result of such fluctuations. If the Borrower
has made an LCT Election for any Limited Condition Transaction, then in connection with any calculation of any ratio, test or basket availability
with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Investment, mergers, the
conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance
or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”)
following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or
the date that the definitive agreement or irrevocable notice for such Limited Condition Transaction is terminated or expires without consummation
of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement,
any such ratio, test or basket shall be required to be satisfied  on a Pro Forma Basis (i) assuming such Limited Condition Transaction
and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated
and (ii) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of
Indebtedness and the use of proceeds thereof) have not been consummated.


 






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ARTICLE II


 


The Credits


 


SECTION 2.01     Commitments.
Subject to the terms and conditions set forth herein, each Lender agrees (a) to make a Tranche B Term Loan to the Borrower on the
Closing Date in a principal amount not exceeding its Tranche B Commitment, (b) if requested by the Borrower, to make Revolving Loans
to the Borrower on the Closing Date, (c) to make Revolving Loans to the Borrower following the Closing Date and from time to time
during the Revolving Availability Period in an aggregate principal amount that will not result in such Lender’s Revolving Exposure
exceeding such Lender’s Revolving Commitment (taking into account (x) any Revolving Loans borrowed on the Closing Date and
(y) any increase in such Lender’s Revolving Commitments pursuant to Amendment No. 5 on the Amendment No. 5 Effective
Date) (and, in the case of any Issuing Bank unless waived by such Person in its sole discretion, that will not result in the aggregate
amount of the Revolving Loans funded by such Person, when aggregated with the face amount of all Letters of Credit issued by such Person,
exceeding the amount of such Person’s Revolving Commitment), (d) to make a 2019 Incremental Term Loan to the Borrower on the
Amendment No. 3 Effective Date in a principal amount not exceeding its 2019 Incremental Term Loan Commitment, and (e) to make
a 2019-1 Incremental Term Loan to the Borrower on the Amendment No. 4 Effective Date in a principal amount not exceeding its 2019-1
Incremental Term Loan Commitment. The Borrower shall designate in the relevant Borrowing Request whether each Borrowing will be maintained
as a Eurodollar Loan or an ABR Loan and, if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto.
Amounts repaid or prepaid in respect of Tranche B Term Loans, 2019 Incremental Term Loans or 2019-1 Incremental Term Loans may not be
reborrowed.


 


SECTION 2.02     Loans
and Borrowings.


 


(a)            Each
Loan shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders ratably in accordance
with their respective Commitments of the applicable Class. The failure of any Lender to make any Loan required to be made by it shall
not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender
shall be responsible for any other Lender’s failure to make Loans as required.


 


(b)            Subject
to Section 2.14, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance
herewith.


 


(c)            At
the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral
multiple of $500,000 and not less than $2,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate
amount that is an integral multiple of $500,000 and not less than $1,000,000. Borrowings of more than one Type and Class may be outstanding
at the same time. There shall not at any time be more than a total of 20 Eurodollar Borrowings outstanding. Notwithstanding anything to
the contrary herein, an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the aggregate
Revolving Commitments.


 


(d)            Notwithstanding
any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing
if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Tranche B Maturity Date, as applicable.


 


SECTION 2.03     Requests
for Borrowings. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall notify the Administrative Agent of such
request by submitting a Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 12:00 noon, New York City time,
three (3) Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 1:00
p.m., New York City time, on the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to
finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) may be given not later than 10:00 a.m.,
New York City time, on the date of the proposed Borrowing. Each such Borrowing Request shall be irrevocable and shall be signed by a
Responsible Officer of the Borrower. Each such Borrowing Request shall specify the following information in compliance with Section 2.02:


 


(i)             whether
the requested Borrowing is to be a Revolving Borrowing or a Term Loan Borrowing,


 


(ii)            the
aggregate amount of such Borrowing,


 


(iii)           the
date of such Borrowing, which shall be a Business Day,


 






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(iv)           whether
such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing,


 


(v)            in
the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the
definition of the term “Interest Period”, and


 


(vi)           the
location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06.


 


If no election as to the Type of Borrowing is specified,
then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing,
then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing
Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender’s Loan to be made as part of the requested Borrowing.


 


SECTION 2.04     [Reserved].


 


SECTION 2.05     Letters
of Credit.


 


(a)            General.
Upon satisfaction of the conditions specified in Section 4.01 on the Closing Date, each Existing Letter of Credit will, automatically
and without any action on the part of any Person, be deemed to be a Letter of Credit issued hereunder for all purposes of this Agreement
and the other Loan Documents. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of additional
Letters of Credit for its own account (or for the account of any of its subsidiaries so long as the Borrower is a co-applicant), in a
form reasonably acceptable to the Administrative Agent and the Issuing Bank (it being understood that no Issuing Bank shall be required
to issue any Letter of Credit if it would violate one or more policies of such Issuing Bank applicable to letters of credit generally)
at any time and from time to time during the Revolving Availability Period. In the event of any inconsistency between the terms and conditions
of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower
to, or entered into by the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement
shall control.


 


(b)            Notice
of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal
or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication,
if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (at least three
Business Days in advance of the requested date of issuance, amendment, renewal or extension, unless a shorter period is agreed to by the
Issuing Bank) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended,
and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of
Credit is to expire (which shall comply with paragraph (c) of this Section 2.05), the amount of such Letter of Credit, the name
and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter
of Credit. If requested by the Issuing Bank, the Borrower also shall submit a letter of credit application on the Issuing Bank’s
standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended
only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant
that), after giving effect to such issuance, amendment, renewal or extension, (i) the LC Exposure shall not exceed the Letter of
Credit Sublimit and, unless otherwise agreed by any Issuing Bank in its sole discretion, the LC Exposure in respect of Letters of Credit
issued by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment, (ii) no Revolving Lender’s
Revolving Exposure shall exceed such Revolving Lender’s Revolving Commitment and (iii) unless otherwise consented by the Issuing
Bank in its sole discretion, the aggregate principal amount of outstanding Revolving Loans of such Issuing Bank, when aggregated with
the face amount of all Letters of Credit issued by such Issuing Bank, shall not exceed the amount of such Issuing Bank’s Revolving
Commitment.


 






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(c)            Expiration
Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is 12 months
after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, 12 months after such renewal
or extension) and (ii) the date that is five (5) Business Days prior to the Revolving Maturity Date (except to the extent cash
collateralized or backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent). Any Letter
of Credit may provide for automatic extension or renewal thereof for additional periods of up to 12 months at a time (but in no event
shall such period renew or extend beyond the date referred to in clause (ii)).


 


(d)            Participations.
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action
on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby
acquires from the Issuing Bank, a participation in any such Letter of Credit equal to such Lender’s Applicable Percentage of the
aggregate amount available to be drawn under any such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving
Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Revolving
Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due
as provided in paragraph (e) of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower for
any reason. Each Revolving Lender acknowledges and agrees that its obligation to assume and acquire participations pursuant to this paragraph
in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any
amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of
the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.


 


(e)            Reimbursement.
If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement
by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the Business
Day immediately following the day that the Borrower receives notice of such LC Disbursement; provided that, if such LC Disbursement
is not less than $2,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request (and, if the Borrower
fails to reimburse such LC Disbursement when due, the Borrower shall be deemed to have requested) in accordance with Section 2.03
that such LC Disbursement be financed with an ABR Revolving Borrowing in an equivalent amount and, to the extent so financed, the Borrower’s
obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing (and the time for reimbursement
of such LC Disbursement shall automatically be extended to the Business Day following such request or deemed request). If the Borrower
fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the
payment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following
receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due
from the Borrower, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Lender (and Section 2.06
shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly
pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent
of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank
or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Revolving
Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse
the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans as contemplated above) shall not constitute a
Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.


 






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(f)            Obligations
Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section 2.05
shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under
any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this
Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing
Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of
Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the
provisions of this Section 2.05, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s
obligations hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their Related Parties, shall have
any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or
failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error,
omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any
Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any
consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse
the Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential or punitive damages,
claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that
are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a
Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful
misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed
to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties
agree that, with respect to documents presented that appear on their face to be in substantial compliance with the terms of a Letter of
Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further
investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such
documents are not in strict compliance with the terms of such Letter of Credit.


 


(g)            Disbursement
Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand
for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed
by telecopy) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided
that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank
and the Revolving Lenders with respect to any such LC Disbursement in accordance with paragraph (e) of this Section 2.05.


 


(h)            Interim
Interest. If the Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full
on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such
LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable
to ABR Revolving Loans; provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of
this Section 2.05, then Section 2.13(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account
of the Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to paragraph (e) of
this Section 2.05 to reimburse the Issuing Bank shall be for the account of such Revolving Lender to the extent of such payment.


 


(i)             Replacement
of the Issuing Bank.


 


(i)             The
Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent and the successor Issuing Bank.
The Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank. At the time any such replacement shall
become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b).
From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations
of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to
the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and
all previous Issuing Banks, as the context shall require. After the replacement of the Issuing Bank hereunder, the replaced Issuing Bank
shall remain a party hereto and shall continue to have all the rights and obligations of the Issuing Bank under this Agreement with respect
to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.


 


(ii)            Subject
to the appointment and acceptance by the Borrower and the Administrative Agent of a successor Issuing Bank, any Issuing Bank may resign
as an Issuing Bank at any time upon thirty days’ prior written notice to the Administrative Agent, the Borrower and the Lenders,
in which case, such Issuing Bank shall be replaced in accordance with (and subject to the continuing obligations under) Section 2.05(i)(i).


 






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(j)             Cash
Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from
the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, the Required Revolving Lenders)
demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with the Collateral Agent,
in the name of the Collateral Agent and for the benefit of the Lenders, an amount in cash equal to 103% the LC Exposure as of such date
plus any accrued and unpaid fees thereon; provided that the obligation to deposit such cash collateral shall become effective
immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence
of any Event of Default with respect to the Borrower described in paragraph (h) or (i) of Section 7.01. The Borrower also
shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b) and Section 2.22.
Each such deposit shall be held by the Collateral Agent as collateral for the payment and performance of the obligations of the Borrower
under this Agreement. The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over
such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole
discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest
or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative
Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall
be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of
the Loans has been accelerated (but subject to the consent of the Required Revolving Lenders), be applied to satisfy other obligations
of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the
occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three
(3) Business Days after all Events of Default have been cured or waived.


 


(k)            Additional
Issuing Banks. The Borrower may at any time, and from time to time, designate one or more additional Lenders to act as an issuing
bank under this Agreement with the consent of the Administrative Agent (which consent shall not be unreasonably withheld) and such Lender.
Any Lender designated as an issuing bank pursuant to this Section 2.05(k) shall be deemed to be and shall have all the rights
and obligations of an “Issuing Bank” hereunder.


 


(l)             Reporting.
Unless otherwise requested by the Administrative Agent, each Issuing Bank (other than the Administrative Agent or its Affiliates) shall
(i) provide to the Administrative Agent copies of any notice received from the Borrower pursuant to Section 2.05(b) no
later than the next Business Day after receipt thereof (or, if earlier, the time specified thereon) and (ii) report in writing to
the Administrative Agent (A) on or prior to each Business Day on which such Issuing Bank expects to issue, amend or extend any Letter
of Credit, the date of such issuance, amendment or extension, and the aggregate face amount of the Letters of Credit to be issued, amended
or extended by it and outstanding after giving effect to such issuance, amendment or extension occurred (and whether the amount thereof
changed), and the Issuing Bank shall be permitted to issue, amend or extend such Letter of Credit if the Administrative Agent shall not
have advised the Issuing Bank that such issuance, amendment or extension would cause (I) the aggregate LC Exposure to exceed the
Letter of Credit Sublimit or (II) any Revolving Lender’s Revolving Exposure to exceed such Revolving Lender’s Revolving
Commitment, (B) on each Business Day on which such Issuing Bank makes any disbursement under any Letter of Credit, the date of such
disbursement and the amount of such disbursement and (C) on any other Business Day, such other information with respect to the outstanding
Letters of Credit issued by such Issuing Bank as the Administrative Agent shall reasonably request.


 


SECTION 2.06     Funding
of Borrowings.


 


(a)            Each
Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by
12:00 noon, New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice
to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received
in like funds, to an account of the Borrower maintained with the Administrative Agent in New York City and designated by the Borrower
in the applicable Borrowing Request; provided that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement
as provided in Section 2.05(e) shall be remitted by the Administrative Agent to the Issuing Bank.


 



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(b)            Unless
the Administrative Agent shall have received notice from a Lender prior to the proposed Borrowing that such Lender will not make available
to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made
such share available on such date in accordance with paragraph (a) of this Section 2.06 and may, in reliance upon such assumption
and in its sole discretion, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its
share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree
to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including
the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in
the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to
ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included
in such Borrowing.


 


SECTION 2.07     Interest
Elections.


 


(a)            Each
Revolving Borrowing and Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case
of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request or as designated by Section 2.01
or 2.03. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case
of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.07. The Borrower may elect different
options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among
the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.


 


(b)            To
make an election pursuant to this Section 2.07, the Borrower shall notify the Administrative Agent of such election by the time that
a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Revolving Borrowing of the Type resulting
from such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable and shall
be signed by a Responsible Officer of the Borrower.


 


(c)            Each
Interest Election Request shall specify the following information in compliance with Section 2.02:


 


(i)             the
Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions
thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses
(iii) and (iv) below shall be specified for each resulting Borrowing),


 


(ii)            the
effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day,


 


(iii)           whether
the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing, and


 


(iv)           if
the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election,
which shall be a period contemplated by the definition of the term “Interest Period.”


 


If any such Interest Election Request requests
a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period
of one month’s duration.


 






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(d)            Promptly
following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such
Lender’s portion of each resulting Borrowing.


 


(e)            If
the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest
Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing
shall be converted to an ABR Borrowing.


 


(f)             Notwithstanding
any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the
Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, (i) no outstanding Borrowing may
be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an
ABR Borrowing at the end of the Interest Period applicable thereto.


 


SECTION 2.08     Termination
and Reduction of Commitments.


 


(a)            Unless
previously terminated, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date, (ii) the
Revolving Commitments shall terminate on the Revolving Maturity Date, (iii) the 2019 Incremental Term Loan Commitments shall terminate
at 5:00 p.m., New York City time, on the Amendment No. 3 Effective Date and (iv) the 2019-1 Incremental Term Loan Commitments
shall terminate at 5:00 p.m., New York City time, on the Amendment No. 4 Effective Date.


 


(b)            The
Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction
of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $5,000,000 and (ii) the
Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably
acceptable to the Issuing Bank and the Administrative Agent) , after giving effect to any concurrent prepayment of the Revolving Loans
and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and
the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof),
the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments.


 


(c)            The
Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this
Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such
election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of
the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that
a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness
of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower
and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative
Agent) on or prior to the specified effective date if such condition is not satisfied. Any termination or reduction of the Commitments
of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance
with their respective Commitments of such Class.


 


SECTION 2.09     Repayment
of Loans; Evidence of Debt.


 


(a)            The
Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal
amount of each Revolving Loan of such Lender on the Revolving Maturity Date and (ii) to the Administrative Agent for the account
of each Lender the then unpaid principal amount of each Tranche B Term Loan of such Lender as provided in Section 2.10.


 


(b)            Each
Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such
Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from
time to time hereunder.


 






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(c)            The
Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and
Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become
due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder
for the account of the Lenders and each Lender’s share thereof.


 


(d)            The
entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section 2.09 shall be prima facie
evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative
Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans
in accordance with the terms of this Agreement.


 


(e)            Any
Lender may request that Loans of any Class made by it be evidenced by a promissory note. In such event, the Borrower shall prepare,
execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender
and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note
and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory
notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and
its registered assigns).


 


SECTION 2.10     Amortization
of Term Loans.


 


(a)            The
Borrower shall repay Tranche B Term Loan Borrowings on the last Business Day of each of March, June, September and December (commencing
on December 31, 2019) in an amount equal to $2,787,500.00 (as adjusted from time to time pursuant to Section 2.11(e) and
2.11(i)).


 


(b)            To
the extent not previously paid, all Tranche B Term Loans shall be due and payable on the Tranche B Maturity Date.


 


SECTION 2.11     Prepayment
of Loans.


 


(a)            The
Borrower shall have the right at any time and from time to time to prepay any Borrowing of any Class of Loans, in whole or in part,
as selected by the Borrower in its sole discretion and subject to the requirements of this Section 2.11.


 


(b)            In
the event and on such occasion that the aggregate Revolving Exposures exceed the aggregate Revolving Commitments, the Borrower shall prepay
Revolving Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Collateral Agent pursuant
to Section 2.05(j)) in an aggregate amount equal to such excess.


 


(c)            In
the event and on each occasion that any Net Proceeds are received by or on behalf of Holdings, the Borrower or any Restricted Subsidiary
in respect of any Prepayment Event, the Borrower shall, promptly after such Net Proceeds are received by Holdings, the Borrower or such
Restricted Subsidiary (and in any event not later than the fifth Business Day after such Net Proceeds are received), prepay Term Loan
Borrowings in an amount equal to 100% of such Net Proceeds; provided that to the extent required by the terms of any Permitted
Debt that is secured by the Collateral on a pari passu basis with the Obligations, the Borrower may, in lieu of prepaying Term
Loans with such portion of the Net Proceeds of any prepayment event described in clause (a) or clause (b) of the definition
of “Prepayment Event”, apply a portion of such Net Proceeds (based on the respective principal amounts at such time of (A) such
Permitted Debt and (B) the Term Loans) to repurchase or redeem such Permitted Debt; provided further that in the case of any
event described in clause (a) or (b) of the definition of the term “Prepayment Event”, if the Borrower shall deliver
to the Administrative Agent a certificate of a Financial Officer to the effect that the Borrower and the Restricted Subsidiaries intend
to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such
Net Proceeds, to acquire or replace real property, equipment or other tangible assets (excluding inventory) to be used in the business
of the Borrower and the Restricted Subsidiaries, and certifying that no Default has occurred and is continuing, then no prepayment shall
be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate, except to the extent of any such
Net Proceeds therefrom that have not been so applied or contractually committed in writing by the end of such 365-day period (and, if
so contractually committed in writing but not applied prior to the end of such 365-day period, applied within 180 days of the end of such
period), promptly after which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied.


 






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(d)            Following
the end of each fiscal year of Holdings, commencing with the fiscal year ending December 31, 2017, the Borrower shall prepay Term
Loan Borrowings in an amount equal to the excess of (A) the ECF Percentage of Excess Cash Flow for such year over (B) the sum
of (x) the principal amount of Term Loans prepaid pursuant to Section 2.11(a) and the amount expended to prepay Term Loans
pursuant to Section 2.11(i), in each case, during such year or, at the option of the Borrower, and without duplication of amounts
included in this clause (B) for any other year, following the last day of such year and prior to the date of such prepayment, (y) the
amount expended to prepay Permitted Debt that is secured on a pari passu basis with the Obligations during such year or, at the
option of the Borrower, and without duplication of amounts included in this clause (B) for any other year, following the last day
of such year and prior to the date of such prepayment and (z) the amount of Loans under Revolving Commitments, Extended Revolving
Commitments and Incremental Revolving Commitments that are repaid during such year or, at the option of the Borrower, and without duplication
of amounts included in this clause (B) for any other year, following the last day of such year and prior to the date of such prepayment,
in the case of this clause (z), to the extent accompanied by a reduction in the related commitment and, in the case of each of the foregoing
clauses (x), (y) and (z), other than any repayment in connection with a refinancing.


 


Each prepayment pursuant to this paragraph shall
be made within five (5) Business Days of the date on which financial statements are delivered pursuant to Section 5.01 with
respect to the fiscal year for which Excess Cash Flow is being calculated and the related Compliance Certificate has been delivered pursuant
to Section 5.01(c) (and in any event within 95 days after the end of such fiscal year).


 


(e)            Each
prepayment of Term Loans pursuant to clauses (a), (c) or (d) of this Section 2.11 (A) shall be applied either
(x) ratably to each Class of Term Loans then outstanding or (y) as selected by the Borrower in its sole discretion in the
notice delivered pursuant to clause (f) below, to any Class or Classes of Term Loans, (B) shall be applied to scheduled
amortization with respect to each such Class for which prepayments will be made, in a manner determined at the discretion of the
Borrower in the applicable notice and, if not specified, in direct order of maturity to repayments thereof required pursuant to Section 2.10(a) and
(C) shall be paid to the Class of Lenders in accordance with their respective pro rata share (or other applicable share
provided by this Agreement) of each such Class of Term Loans, subject to clause (f) below. Notwithstanding clause (A) above,
prepayments with Net Proceeds from any event described in clause (c) of the definition of the term “Prepayment Event”
shall be applied to the Class or Classes of Term Loans selected by the Borrower. Prior to any optional or mandatory prepayment of
Borrowings hereunder, the Borrower shall determine in accordance with the foregoing provisions of this Section 2.11 the Borrowing
or Borrowings of each applicable Class to be prepaid and shall specify such determination in the notice of such prepayment pursuant
to paragraph (f) of this Section 2.11.


 


(f)            The
Borrower shall notify the Administrative Agent by facsimile or telephone (confirmed by facsimile) of any prepayment hereunder (i) in
the case of prepayment of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, three (3) Business Days before the
date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 12:00 noon, New York City time on the date
of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or
portion thereof to be prepaid, the Class of Loans to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed
calculation of the amount of such prepayment; provided that, (i) if a notice of optional prepayment is given in connection
with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.08, then such notice of prepayment
may be revoked if such notice of termination is revoked in accordance with Section 2.08 and (ii) otherwise if a notice of prepayment
is given under this Section 2.11, such notice of prepayment may be conditioned upon the effectiveness of other credit facilities
or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or
a Change of Control and such notice of prepayment may be revoked if such condition is not satisfied. Promptly following receipt of any
such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall
be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except
as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to
the Loans of each applicable Lender included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent
required by Section 2.13 but shall in no event include premium or penalty.


 






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(g)           Each
Term Lender may reject all or a portion of its pro rata share of any mandatory prepayment (such declined amounts, the “Declined
Proceeds”) of Term Loans required to be made pursuant to clauses (c) and (d) of this Section 2.11 (except in
respect of mandatory prepayments made with Net Proceeds from any event described in clause (c) of the definition of the term “Prepayment
Event”) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower
no later than 5:00 p.m. one (1) Business Day after the date of such Lender’s receipt of notice from the Administrative
Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment
of Term Loans to be rejected by such Lender. If a Lender of Term Loans fails to deliver a Rejection Notice to the Administrative Agent
within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected,
any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of its Term Loans. Any Declined Proceeds
shall be offered to the Lenders of Term Loans not so declining such prepayment on a pro rata basis in accordance with the amounts
of the Term Loans of each such Lender (with such non-declining Lenders having the right to decline any prepayment with Declined Proceeds
at the time and in the manner specified by the Administrative Agent). To the extent such non-declining Lenders of its Term Loans elect
to decline their pro rata shares of such Declined Proceeds, any Declined Proceeds remaining thereafter shall be retained by the
Borrower (such remaining Declined Proceeds, the “Borrower Retained Prepayment Amounts”).


 


(h)          Notwithstanding
any other provisions of this Section 2.11, (i) to the extent that any of or all the Net Proceeds of any disposition by a Foreign
Subsidiary (“Foreign Disposition”), the Net Proceeds of any casualty event from a Foreign Subsidiary (a “Foreign
Casualty Event”) or Excess Cash Flow attributable to Foreign Subsidiaries are prohibited or delayed by applicable local law
from being repatriated to the United States, an amount equal to the portion of such Net Proceeds or Excess Cash Flow so affected will
not be required to be applied to repay Term Loans at the times provided in this Section 2.11 so long, but only so long, as the applicable
local law will not permit repatriation to the United States (the Borrower hereby agreeing to use commercially reasonable efforts to cause
the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation),
and (ii) to the extent that the repatriation of any of or all the Net Proceeds of any Foreign Disposition or any Foreign Casualty
Event or Excess Cash Flow attributable to Foreign Subsidiaries would have adverse tax consequences (as reasonably determined in good faith
by the Borrower) with respect to such Net Proceeds or Excess Cash Flow, an amount equal to such Net Proceeds or Excess Cash Flow so affected
will not be required to be applied to repay Term Loans at the times provided in this Section 2.11; provided that, if and to
the extent any such repatriation of any of such affected Net Proceeds or Excess Cash Flow is permitted under the applicable local law
at any time during the one (1) year period immediately following the date on which the applicable mandatory prepayment pursuant to
this Section 2.11 was required to be made, such repatriation will be promptly effected and an amount equal to such repatriated Net
Proceeds or Excess Cash Flow will be promptly (and in any event not later than five (5) Business Days after such repatriation) applied
(net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.11
to the extent provided herein. For the avoidance of doubt, the non-application of any Net Proceeds pursuant to this Section 2.11(h) shall
not constitute a Default or an Event of Default.


 


(i)            In
addition to any prepayment of Term Loans pursuant to Section 2.11(a), Holdings, the Borrower or any Subsidiary of the Borrower may
at any time prepay Term Loans of any Class of any Lender at such price or prices as may be mutually agreed by Holdings, the Borrower
or such Subsidiary, on the one hand, and such Lender, on the other hand (which, for avoidance of doubt, may be a prepayment at a discount
to par), pursuant to individually negotiated transactions or offers to prepay that are open to Lenders of Term Loans of any Class(es)
selected by Holdings, the Borrower or such Subsidiary so long as (x) immediately after giving effect to any such prepayment pursuant
to this Section 2.11(i), no Event of Default has occurred and is continuing, (y) no proceeds of Revolving Loans are utilized
to fund any such prepayment and (z) Holdings, the Borrower or such Subsidiary, as applicable, and each Lender whose Term Loans are
to be prepaid pursuant to this Section 2.11(i) execute and deliver to the Administrative Agent an instrument identifying the
amount of Term Loans of each Class of each such Lender to be so prepaid, the date of such prepayment and the prepayment price therefor.
The principal amount of any Term Loans of any Class prepaid pursuant to this paragraph (i) shall reduce remaining scheduled
amortization for such Class of Term Loans on a pro rata basis.


 






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(j)            Notwithstanding
anything in this Agreement to the contrary, in the event that on any date, an outstanding Term Loan of a Lender would otherwise be repaid
or prepaid from the proceeds of any new Term Loans to be established on such date then, if agreed to by the Borrower and such Lender and
notified to the Administrative Agent, such outstanding Term Loan of such Lender may be converted on a “cashless” basis into
a new Term Loan of the applicable Class being established on such date.


 


SECTION 2.12         Fees.


 


(a)          The
Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable
Rate on the average daily unused amount of each Revolving Commitment of such Lender during the period from and including the Closing Date
to but excluding the date on which the aggregate Revolving Commitments terminate. Accrued commitment fees shall be payable in arrears
in respect of the Revolving Commitments on the last Business Day of March, June, September and December of each year and on
the date on which the Revolving Commitments terminate. All commitment fees shall be computed on the basis of a year of 360 days and shall
be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment
fees with respect to Revolving Commitments, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding
Revolving Loans. For purposes of computing commitment fees with respect to Revolving Commitments, a Revolving Commitment of a Lender shall
be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender.


 


(b)          The
Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect
to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable
to Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable
to unreimbursed LC Disbursements) during the period from and including the date of issuance of any Letter of Credit to but excluding the
later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC
Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at a rate equal to 0.125% per annum on the average daily
amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including
the Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases
to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension
of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees shall be payable in arrears on the
last Business Day of March, June, September and December of each year, commencing on the first such date to occur after the
Closing Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such
fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing
Bank pursuant to this paragraph shall be payable within 30 days after demand. All participation fees and fronting fees shall be computed
on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the
last day).


 


(c)           In
the event that a Repricing Transaction occurs following the Amendment No. 4 Effective Date and on or prior to the date that is six
(6) months after the Amendment No. 4 Effective Date, the Borrower shall pay each Lender a fee equal to 1.00% of the principal
amount of such Lender’s Tranche B Term Loans that are subject to such Repricing Transaction (it being understood that if any Non-Consenting
Lender is required to assign its Tranche B Term Loans pursuant to Section 9.02 in connection with a Repricing Transaction, such fee
shall be paid to such Non-Consenting Lender and not to its assignee).


 


(d)          The
Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed
upon between the Borrower and the Administrative Agent in the Fee Letter.


 






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(e)           All
fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing
Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders entitled
thereto. Fees paid shall not be refundable under any circumstances.


 


SECTION 2.13          Interest.


 


(a)           The
Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate.


 


(b)           The
Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing
plus the Applicable Rate.


 


(c)            Notwithstanding
the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when
due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment,
at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such
Loan as provided in the preceding paragraphs of this Section 2.13 or (ii) in the case of any other amount, 2% plus the
rate applicable to ABR Revolving Loans as provided in paragraph (a) of this Section 2.13.


 


(d)           Accrued
interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving Loans, upon
termination of the Revolving Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.13
shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving
Loan prior to the end of the Revolving Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable
on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the
current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.


 


(e)           All
interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base
Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days
in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last
day). The applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination
shall be conclusive absent manifest error.


 


SECTION 2.14         Alternate
Rate of Interest; Illegality.


 


(a)           If
prior to the commencement of any Interest Period for a Eurodollar Borrowing:


 


(x)           the
Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) dollar deposits are not
being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Eurodollar Borrowing
or (ii) adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period, or


 


(y)           the
Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly
reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period,


 


then the Administrative Agent shall give notice thereof to the Borrower
and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower
and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests
the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (ii) if
any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.


 






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(b)           If
at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances
set forth in (a)(x)(ii) or (a)(y) of this Section 2.14 have arisen and such circumstances are unlikely to be temporary
or (ii) the circumstances set forth in clause (a)(x)(ii) or (a)(y) of this Section 2.14 have not arisen but either
(w) the supervisor for the administrator of the LIBO Screen Rate has made a public statement that the administrator of the LIBO Screen
Rate is insolvent (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (x) the administrator
of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely
cease to be published by it (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (y) the
supervisor for the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO
Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the LIBO Screen
Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific
date after which the LIBO Screen Rate may no longer be used for determining interest rates for loans, then the Administrative Agent and
the Borrower shall endeavor to establish an alternate rate of interest to the LIBO Rate that gives due consideration to the then prevailing
market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment
to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but
for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Rate). Notwithstanding anything to the
contrary in Section 9.02, such amendment shall become effective without any further action or consent of any other party to this
Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate
rate of interest is provided to the Lenders, a written notice from the Required Class Lenders of each Class stating that such
Required Class Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this
clause (b) (but, in the case of the circumstances described in clause (a)(y) of this Section 2.14, only to the extent the
LIBO Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Interest Election
Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective
and (y) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing; provided that,
if such alternate rate of interest for any Class of Loans shall be less than 0.00%, such rate shall be deemed to be 0.00% for the
purposes of this Agreement.


 


(c)           If
any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any
Lender to make, maintain or fund Loans whose interest is determined by reference to the LIBO Rate, or to determine or charge interest
rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase
or sell, or to take deposits of, dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through
the Administrative Agent, (i) any obligation of such Lender to make or continue Eurodollar Loans or to convert ABR Loans to Eurodollar
Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest
rate on which is determined by reference to the Adjusted LIBO Rate component of the Alternate Base Rate, the interest rate on which ABR
Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the
Adjusted LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower
that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon
demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Loans of such Lender
to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative
Agent without reference to the Adjusted LIBO Rate component of the Alternate Base Rate), either on the last day of the Interest Period
therefor, if such Lender may lawfully continue to maintain such Eurodollar Loans to such day, or immediately, if such Lender may not lawfully
continue to maintain such Eurodollar Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest
rates based upon the Adjusted LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base
Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised
in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the LIBO Rate.
Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.


 






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SECTION 2.15         Increased
Costs.


 


(a)           If
any Change in Law shall:


 


(i)            impose,
modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of,
or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank,


 


(ii)           subject
the Administrative Agent, any Lender or the Issuing Bank to any Taxes (other than (A) Indemnified Taxes or Other Taxes indemnified
under Section 2.17, or (B) Excluded Taxes) on its loans, letters of credit, commitments or other obligations, or its deposits,
reserves, other liabilities or capital attributable thereto, or


 


(iii)          impose
on any Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made
by such Lender or any Letter of Credit or participation therein,


 


and the result of any of the foregoing shall be to increase the cost
to such Lender or Issuing Bank of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or
to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce
the amount of any sum received or receivable by the Administrative Agent, such Lender or the Issuing Bank hereunder (whether of principal,
interest or otherwise), then the Borrower will pay to the Administrative Agent, such Lender or the Issuing Bank, as applicable, such additional
amount or amounts as will compensate such Lender or the Issuing Bank, as applicable, for such additional costs incurred or reduction suffered.


 


(b)           If
any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect
of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or
the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters
of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing
Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration
such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company
with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or the Issuing Bank, as applicable, such
additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding
company for any such reduction suffered.


 


(c)           A
certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank
or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section 2.15 shall be delivered to
the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank, as applicable, the
amount shown as due on any such certificate within 30 days after receipt thereof.


 


(d)           Failure
or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section 2.15 shall not constitute
a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall
not be required to compensate a Lender or the Issuing Bank pursuant to this Section 2.15 for any increased costs or reductions incurred
more than 270 days prior to the date that such Lender or the Issuing Bank, as applicable, notifies the Borrower of the Change in Law giving
rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor;
provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the
270-day period referred to above shall be extended to include the period of retroactive effect thereof.


 






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SECTION 2.16         Break
Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest
Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on
the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan
on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(f) and
is revoked in accordance therewith), or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period
applicable thereto as a result of a request by the Borrower pursuant to Section 2.19, then, in any such event, the Borrower shall
compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or
expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount
of interest that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that
would have been applicable to such Loan (excluding any “floor” applicable pursuant to the definition of Adjusted LIBO Rate),
for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure
to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of
interest that would accrue on such principal amount for such period at the interest rate that such Lender would bid were it to bid, at
the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the Eurodollar market. A certificate
of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.16 shall be
delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on
any such certificate within 30 days after receipt thereof. Notwithstanding the foregoing, no additional amounts shall be due and payable
pursuant to this Section 2.16 to the extent that on the relevant due date the Borrower deposits in a Prepayment Account an amount
equal to any payment of Eurodollar Loans otherwise required to be made on a date that is not the last day of the applicable Interest
Period; provided that on the last day of the applicable Interest Period, the Administrative Agent shall be authorized, without
any further action by or notice to or from the Borrower or any other Loan Party, to apply such amount to the prepayment of such Eurodollar
Loans. For purposes of this Agreement, the term “Prepayment Account” means a non-interest bearing account established by
the Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including
the right of withdrawal for application in accordance with this Section 2.16.


 


SECTION 2.17         Taxes.


 


(a)           Any
and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall be made without
deduction or withholding for any Taxes, except to the extent required by applicable law. If any applicable law requires the deduction
or withholding of any Tax from any such payment, then (i) the applicable withholding agent shall make such deduction or withholding
and shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law, and (ii) to
the extent such Tax is an Indemnified Tax or Other Tax, the sum payable by the applicable Loan Party shall be increased as necessary so
that after making all required deductions and withholdings (including deductions or withholdings applicable to additional sums payable
under this Section 2.17), the Lender (or, in the case of any amount received by the Administrative Agent for its own account, the
Administrative Agent) receives an amount equal to the sum it would have received had no such deduction or withholding been made.


 


(b)          Without
duplication of other amounts payable by the Borrower under this Section 2.17, the Borrower shall timely pay to the relevant Governmental
Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any
Other Taxes.


 


(c)          The
Borrower shall indemnify the Administrative Agent and each Lender, within 30 days after written demand therefor, for the full amount of
any Indemnified Taxes on or with respect to any payment by or on account of any obligation of the Borrower hereunder or under any other
Loan Document, or Other Taxes payable or paid by the Administrative Agent or such Lender, as applicable, (including Indemnified Taxes
or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17), and any reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender,
or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. Notwithstanding
anything to the contrary contained in this Section 2.17(c), the Borrower shall not be required to indemnify the Administrative Agent
or any Lender pursuant to this Section 2.17(c) for any incremental interest, penalties or expenses resulting from the failure
of the Administrative Agent or such Lender to notify the Borrower of such possible indemnification claim within 270 days after the Administrative
Agent or such Lender receives written notice from the applicable taxing authority of the specific tax assessment giving rise to such indemnification
claim.


 






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(d)           As
soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Loan Party to a Governmental Authority pursuant to this
Section 2.17, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such
Governmental Authority evidencing such payment, if any, a copy of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.


 


(e)           (i) 
Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments under any Loan Document shall
deliver to the Borrower and the Administrative Agent, on or prior to the Closing Date in the case of each Foreign Lender that is a signatory
hereto, and on the date of assignment pursuant to which it becomes a Lender in the case of each other Lender and from time to time thereafter
as reasonably requested by either of the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed
by applicable law or reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without
withholding or at a reduced rate. Each Lender shall, whenever a lapse in time or change in circumstances renders such documentation (including
any specific documentation required below in this Section 2.17(e) obsolete, expired or inaccurate in any material respect, deliver
promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably
requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its
inability to do so.


 


(ii)           Without
limiting the generality of the foregoing:


 


(A)             each
Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrower
and the Administrative Agent two duly completed and executed original copies of IRS Form W-9, certifying that such Lender is exempt
from U.S. federal backup withholding Tax,


 


(B)              each
Foreign Lender shall deliver to the Borrower and the Administrative Agent two duly completed and executed original copies of whichever
of the following is applicable:


 


(1)              IRS
Form W-8BEN or W-8BEN-E, as applicable, claiming eligibility for benefits under an income tax treaty to which the United States is
a party,


 


(2)              IRS
Form W-8ECI,


 


(3)              in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code,
(x) a certificate substantially in the form of Exhibit K-1 to the effect that such Foreign Lender is not (A) a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within
the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of
the Code and that no interest payments under any Loan Documents are effectively connected with such Foreign Lender’s conduct of
a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) IRS Form W-8BEN or W-8BEN-E,
as applicable, or


 


(4)              to
the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS
Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit K-2 or Exhibit K-3, IRS
Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender
is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such
Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit K-4 on behalf of each such direct
and indirect partner;


 






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(5)              any
other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax duly completed
together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent
to determine the withholding or deduction required to be made; and


 


(C)             if
a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were
to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of
the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law
and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable
law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested
by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations
under FATCA and to determine whether such Lender has complied with such Lender’s obligations under FATCA or to determine the amount
to deduct and withhold from such payment. Solely for purposes of this clause (C), “FATCA” shall include any amendments made
to FATCA after the date of this Agreement.


 


(iii)          Notwithstanding
any other provision of this Section 2.17(e), a Lender shall not be required to deliver any form or other documentation that such
Lender is not legally eligible to deliver.


 


(iv)          Each
Lender hereby authorizes the Administrative Agent to deliver to the Loan Parties and to any successor Administrative Agent any documentation
provided by such Lender pursuant to this Section 2.17(e).


 


(f)            On
or before the date the Administrative Agent becomes a party to this Agreement, the Administrative Agent shall provide to the Borrower,
two duly-signed, properly completed copies of (i) IRS Form W-9, or (ii) a U.S. branch withholding certificate on IRS Form W-8IMY
evidencing its agreement with the Borrower to be treated as a “United States person” within the meaning of Section 7701(a)(30)
of the Code with respect to amounts received on account of any Lender, and IRS Form W-8ECI (with respect to amounts received on its
own account). At any time thereafter, the Administrative Agent shall provide updated documentation previously provided (or a successor
form thereto) when any documentation previously delivered has expired or become obsolete or invalid or otherwise upon the reasonable request
of the Borrower.


 


(g)            If
the Administrative Agent or a Lender determines, in its sole discretion exercised in good faith, that it has received a refund (whether
in cash or by offset against taxes otherwise due) of any Taxes as to which it has been indemnified (including by the payment of additional
amounts) pursuant to this Section 2.17, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments
made, or additional amounts paid, by the Borrower under this Section 2.17 with respect to the Taxes giving rise to such refund),
net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the
relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative
Agent or such Lender, agrees to repay the amount paid over to the Borrower pursuant to this Section 2.17(g) (plus any
penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the
event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything
to the contrary in this Section 2.17(g), in no event will the Administrative Agent or any Lender be required to pay any amount to
the Borrower or any other Loan Party pursuant to this Section 2.17(g) to the extent that such payment would place the Administrative
Agent or such Lender, as applicable, in a less favorable net after-Tax position than the Administrative Agent or such Lender, as applicable
would have been in if the Tax subject to the indemnification and giving rise to such refund had not been deducted, withheld or otherwise
imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 2.17 shall
not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or any other information relating
to its Taxes that it deems confidential) to the Borrower or any other Person.


 


(h)           For
purposes of this Section 2.17, the term “Lender” includes any Issuing Bank.


 






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SECTION 2.18         Payments
Generally; Pro Rata Treatment; Sharing of Setoffs.


 


(a)           The
Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest,
fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) at or prior to the
time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior
to 3:00 p.m., New York City time), on the date when due, in immediately available funds, without setoff or counterclaim. Any amounts
received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices
at 500 Stanton Christiana Road, 3/Ops2, Newark, DE 19713 (or such other office as from time to time the Administrative Agent shall
designate by notice to the Borrower), except payments to be made directly to the Issuing Bank as expressly provided herein and except
that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto and payments pursuant
to other Loan Documents shall be made to the Persons specified therein. The Administrative Agent shall distribute any such payments received
by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan
Document shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day,
and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments under
each Loan Document shall be made in dollars.


 


(b)           If
at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed
LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees
then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties,
and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled
thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.


 


(c)           If
any Lender shall, by exercising any right of setoff or counterclaim or otherwise except as expressly provided in this Agreement, obtain
payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements resulting in such Lender
receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued interest
thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at
face value) participations in the Loans and participations in LC Disbursements of other Lenders to the extent necessary so that the benefit
of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest
on their respective Loans and participations in LC Disbursements; provided that (i) if any such participations are purchased
and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply
to any payment made by Holdings, the Borrower or any Subsidiary pursuant to and in accordance with the express terms of this Agreement
or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations
in LC Disbursements (but excluding, for the avoidance of doubt, prepayments pursuant to Section 2.11(i)) to any assignee or participant,
other than to the Borrower or any Subsidiary (as to which the provisions of this paragraph shall apply). The Borrower consents to the
foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant
to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as
fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For purposes of subclause (c) of
the definition of Excluded Taxes, a Lender that acquires a participation pursuant to this Section 2.18(c) shall be treated as
having acquired such participation on the earlier date(s) on which such Lender acquired the applicable interest(s) in the Commitment(s) and/or
Loan(s) to which such participation relates.


 






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(d)           Unless
the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders or the Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent
may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption and in
its sole discretion, distribute to the Lenders or the Issuing Bank, as applicable, the amount due. In such event, if the Borrower has
not in fact made such payment, then each of the Lenders or the Issuing Bank, as applicable, severally agrees to repay to the Administrative
Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including
the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal
Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.


 


(e)           If
any Lender shall fail to make any payment required to be made by it pursuant to Section 2.06(a), 2.18(d) or 9.03(c), then the
Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by
the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such
unsatisfied obligations are fully paid. If any Revolving Lender shall fail to make any payment required to be made by it pursuant to 2.05(d) or
(e), 2.06(a), 2.18(d) or 9.03(c), then the Administrative Agent may, in its discretion and notwithstanding any contrary provision
hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Revolving Lender and for the
benefit of the Administrative Agent or the Issuing Bank to satisfy such Revolving Lender’s obligations under such Sections until
all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated non-interest bearing account as
cash collateral for, and application to, any future funding obligations of such Revolving Lender under such Sections, in the case of each
of (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.


 


SECTION 2.19         Mitigation
Obligations; Replacement of Lenders.


 


(a)           If
any Lender requests compensation under Section 2.15, or if any Loan Party is required to pay any additional amount to any Lender
or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts
to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to
another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 2.15 or 2.17, as applicable, in the future and (ii) would not subject such Lender
to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable
costs and expenses incurred by any Lender in connection with any such designation or assignment.


 


(b)           If
any Lender is affected in the manner described in Section 2.14(c) and as a result thereof any of the actions described in such
Section is required to be taken, or if any Lender requests compensation under Section 2.15, or if any Loan Party is required
to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17,
or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice
to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject
to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that
shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the
Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld,
(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC
Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent
of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the
case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to
Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make
any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling
the Borrower to require such assignment and delegation cease to apply.


 






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SECTION 2.20         Incremental
Extensions of Credit.


 


(a)           Subject
to the terms and conditions set forth herein, the Borrower may at any time or from time to time after the Closing Date, by notice to the
Administrative Agent (an “Incremental Loan Request”), request (A) one or more new commitments which may be of
the same Class as any outstanding Term Loans (a “Term Loan Increase”) or a new Class of term loans (collectively
with any Term Loan Increase, the “Incremental Term Commitments”) and/or (B) one or more increases in the amount
of the Revolving Commitments (a “Revolving Commitment Increase”) or the establishment of one or more new Classes of
revolving credit commitments (any such new commitments, collectively with any Revolving Commitment Increases, the “Incremental
Revolving Commitments” and the Incremental Revolving Commitments, collectively with any Incremental Term Commitments, the “Incremental
Commitments”), whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders.


 


(b)           On
the applicable date (each, an “Incremental Facility Closing Date”) specified in the applicable Additional Credit Extension
Amendment (including through any Term Loan Increase or Revolving Commitment Increase, as applicable), subject to the satisfaction of the
terms and conditions in this Section 2.20 and in the applicable Additional Credit Extension Amendment, (i) (A) each Incremental
Term Lender of such Class shall make a Loan to the Borrower (an “Incremental Term Loan”) in an amount equal to
its Incremental Term Commitment of such Class and (B) each Incremental Term Lender of such Class  shall become a Lender
hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant
thereto and (ii) (A) each Incremental Revolving Lender of such Class shall make its Commitment available to the Borrower
(when borrowed, an “Incremental Revolving Loan” and, collectively with any Incremental Term Loan, “Incremental
Extensions of Credit”) in an amount equal to its Incremental Revolving Commitment of such Class and (B) each Incremental
Revolving Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Commitment of such Class and
the Incremental Revolving Loans of such Class made pursuant thereto.


 


(c)           Each
Incremental Loan Request from the Borrower pursuant to this Section 2.20 shall set forth the requested amount and proposed terms
of the relevant Incremental Term Loans or Incremental Revolving Commitments. Incremental Term Loans may be made, and Incremental Revolving
Commitments may be provided, by any existing Lender (but no existing Lender will have an obligation to make any Incremental Commitment,
nor will the Borrower have any obligation to approach any existing Lender to provide any Incremental Commitment) or by any Additional
Lender (each such existing Lender or Additional Lender providing such Commitment or Loan, an “Incremental Revolving Lender”
or “Incremental Term Lender”, as applicable, and, collectively, the “Incremental Lenders”); provided
that the Administrative Agent and each Issuing Bank shall have consented (in each case, not to be unreasonably withheld, conditioned or
delayed) to such Additional Lender’s making such Incremental Term Loans or providing such Incremental Revolving Commitments, to
the extent such consent, if any, would be required under Section 9.04(b) for an assignment of Term Loans or Revolving Commitments,
as applicable, to such Lender or Additional Lender.


 


(d)          The
effectiveness of any Additional Credit Extension Amendment pursuant to this Section 2.20, and the Incremental Commitments thereunder,
shall be subject to the satisfaction on the applicable date specified therein (the “Incremental Amendment Date”) of
each of the following conditions, together with any other conditions set forth in the applicable Additional Credit Extension Amendment:


 


(i)            after
giving effect to such Incremental Commitments, the conditions of Section 4.02 shall be satisfied; provided, that, in connection
with any Incremental Commitment, which is being used to finance a Limited Condition Transaction, the Incremental Lenders party to such
Additional Credit Extension Amendment shall be permitted to waive or limit (or not require the satisfaction of) in full or in part any
of the conditions set forth in Section 4.02(a) (other than the accuracy, to the extent required under Section 4.02(a),
of any Specified Representations) and Section 4.02(b) (other than with respect to any Event of Default under Section 7.01(a),
(b), (h) or (i)) without the consent of the existing Lenders,


 


(ii)           each
Incremental Term Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of
$1,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the
limit set forth in Section 2.20(d)(iii)) and each Incremental Revolving Commitment shall be in an aggregate principal amount that
is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 if
such amount represents all remaining availability under the limit set forth in Section 2.20(d)(iii)),


 






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(iii)          except
in the case of Refinancing Term Loans or Refinancing Revolving Commitments (A) after giving Pro Forma Effect to both (x) the
making of Incremental Term Loans or establishment of Incremental Revolving Commitments (assuming a borrowing of the maximum amount of
Loans available under all Incremental Revolving Commitments (other than Refinancing Revolving Commitments in respect of Revolving Commitments
in effect on the Closing Date)) under such Additional Credit Extension Amendment and (y) any Specified Transactions consummated in
connection therewith, (1) if such Incremental Commitments rank pari passu in right of security with the Obligations, the First
Lien Net Leverage Ratio as of the last day of the most recently ended Test Period for which financial statements are internally available
does not exceed 4.75:1.00, (2) if such Incremental Commitments rank junior in right of security to the Obligations, the Secured Net
Leverage Ratio as of the last day of the most recently ended Test Period for which financial statements are internally available does
not exceed 6.50:1.00, or (3) if such Incremental Commitments are unsecured, either (x) the Total Net Leverage Ratio as of the
last day of the most recently ended Test Period for which financial statements are internally available does not exceed 6.50:1.00 or (y) the
Fixed Charge Coverage Ratio as of the last day of the most recently ended Test Period for which financial statements are internally available
is not less than 2.00:1.00, or (B) together with the Incremental Term Loans made and Incremental Revolving Commitments established
under such Additional Credit Extension Amendment, the aggregate principal amount of Incremental Term Loans made and Incremental Revolving
Commitments to be established in reliance on this clause (B) on such date, when aggregated with the other Free and Clear Usage Amount
on such date, does not exceed the sum of (i) the greater of (x) $300,000,000 and (y) 80.0% of Consolidated EBITDA for the
most recently ended Test Period plus (ii) the principal amount of any voluntary prepayments of Term Loans or Revolving Loans, to
the extent accompanied by a permanent reduction in the Revolving Commitments (in each case, other than to the extent made with the proceeds
of long-term Indebtedness); provided, that it is understood that (1) Incremental Term Loans and Incremental Revolving Commitments
may be incurred under clause (A) and/or clause (B) above as selected by the Borrower in its sole discretion and (2) Incremental
Term Loans and Incremental Revolving Commitments may be incurred under both clause (A) and clause (B) above, and proceeds from
any such incurrence under both clause (A) and clause (B) may be utilized in a single transaction or series of related but substantially
concurrent transactions by first calculating the incurrence under clause (A) (without giving effect to any Incremental Term Loans
or Incremental Revolving Commitments incurred (or to be incurred) under clause (B)) and then calculating the incurrence under clause (B),
and


 


(iv)          to
the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (A) customary legal opinions,
board resolutions and officers’ certificates (including solvency certificates) consistent (and in no event more extensive) with
those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law,
change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) reaffirmation
agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure
that such Incremental Lenders are provided with the benefit of the applicable Loan Documents.


 


(e)           The
terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans
and Incremental Revolving Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable
Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with
any Class of Term Loans or Revolving Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be
consistent with clauses (i) through (iii) below, as applicable, and otherwise reasonably satisfactory to the Administrative
Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Additional
Credit Extension Amendment, (x) in the case of any Class of Incremental Term Loans and Incremental Term Commitments, for the
benefit of the Term Lenders and (y) in the case of any Class of Incremental Revolving Loans and Incremental Revolving Commitments,
for the benefit of the Revolving Lenders or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment
Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation
(other than the Additional Credit Extension Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase
shall be identical (other than with respect to upfront fees, OID, interest rates or similar fees) to the applicable Class of Term
Loans or Revolving Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event:


 






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(i)            the
Incremental Term Loans:


 


(A)             (I) shall
rank pari passu or junior in right of payment with the Obligations and (II) shall be secured by the Collateral and shall rank
pari passu or junior in right of security with the Obligations or be unsecured (and, subject to a subordination agreement (if subject
to payment subordination), or (if subject to lien subordination) a Junior Lien Intercreditor Agreement),


 


(B)              as
of the Incremental Amendment Date, shall not have a final scheduled maturity date earlier than the Tranche B Maturity Date,


 


(C)              as
of the Incremental Amendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life
to Maturity of the Tranche B Term Loans,


 


(D)             shall
have an Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above, amortization determined by the Borrower and the
applicable Incremental Term Lenders; provided the Applicable Rate and amortization for a Term Loan Increase shall be (x) the
Applicable Rate and amortization for the Class being increased or (y) in the case of the Applicable Rate, higher than the Applicable
Rate for the Class being increased as long as the Applicable Rate for the Class being increased shall be automatically increased
as and to the extent necessary to eliminate such deficiency,


 


(E)              shall
have fees determined by the Borrower and the applicable Incremental Term Loan Arranger(s) and/or Incremental Term Lenders, and


 


(F)              may
participate (I) in any voluntary prepayments of any Class of Term Loans hereunder, in whole or in part, as selected by
the Borrower in its sole discretion and subject to the requirements of Section 2.11 and (II) on a pro rata basis or less
than pro rata basis (but not on a greater than pro rata basis (except for prepayments with Net Proceeds from any event described
in clause (c) of the definition of the term “Prepayment Event” or on Incremental Term Loans that mature earlier than
other then-outstanding Term Facilities) in any mandatory prepayments of Term Loans hereunder.


 


(ii)           the
Incremental Revolving Commitments and Incremental Revolving Loans:


 


(A)             (I) shall
rank pari passu or junior in right of payment with the Obligations and (II) shall be secured by the Collateral and shall rank
pari passu in right of security with the Obligations,


 


(B)              (I) shall
not have a final scheduled maturity date or commitment reduction date earlier than the Revolving Maturity Date and (II) shall not
have any scheduled amortization or mandatory commitment reduction prior to the Revolving Maturity Date,


 


(C)              may
provide for the ability to participate with respect to borrowing and repayment (except for (1) payments of interest and fees at different
rates on Incremental Revolving Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Incremental
Revolving Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (in accordance
with clause (E) below)) on a pro rata basis or less than a pro rata basis (but not greater than a pro rata
basis) with all Revolving Commitments then existing on the Incremental Facility Closing Date,


 






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(D)             may
be elected to be included as additional participations under the Additional Credit Extension Amendment, subject to (other than
in the case of a Revolving Commitment Increase) the consent of the Issuing Bank, in which case, on the Incremental Amendment Date all
Letters of Credit shall be participated on a pro rata basis by all Revolving Lenders in accordance with their percentage of the
Revolving Commitments existing after giving effect to such Additional Credit Extension Amendment; provided, such election may be
made conditional upon the maturity of one or more other Revolving Commitments; provided, further, that in connection with
such election the Issuing Bank may, in its sole discretion and with the consent of the Administrative Agent (not to be unreasonably withheld,
conditioned or delayed), agree in the applicable Additional Credit Extension Amendment to increase the Letter of Credit Sublimit so long
as such increase does not exceed the amount of the additional Incremental Revolving Commitments,


 


(E)             may
provide that the permanent repayment of Revolving Loans with respect to, and termination of, Incremental Revolving Commitments after
the associated Incremental Facility Closing Date be made on a pro rata basis or less than pro rata basis with all other
Revolving Commitments,


 


(F)             shall
provide that assignments and participations of Incremental Revolving Commitments and Incremental Revolving Loans shall be governed by
the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans then existing on the Incremental
Facility Closing Date,


 


(G)             shall
have an Applicable Rate determined by the Borrower and the applicable Incremental Revolving Lenders; provided the Applicable Rate
for a Revolving Commitment Increase shall be (x) the Applicable Rate for the Class being increased or (y) higher than the
Applicable Rate for the Class being increased as long as the Applicable Rate for the Class being increased shall be automatically
increased as and to the extent necessary to eliminate such deficiency, and


 


(H)             shall
have fees determined by the Borrower and the applicable Incremental Revolving Commitment Arranger(s) and/or Incremental Revolving
Lenders,


 


(iii)           the
Yield applicable to the Incremental Term Loans or Incremental Revolving Loans of each Class shall be determined by the Borrower and
the applicable Incremental Lenders and shall be set forth in each applicable Additional Credit Extension Amendment; provided, however,
that with respect to any Incremental Term Loans (other than Refinancing Term Loans) that are pari passu in right of payment and
security with the Obligations, the Yield applicable to such Incremental Term Loans shall not be greater than the applicable Yield payable
pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Tranche B Term Loans plus 50 basis
points per annum unless the Applicable Rate (together with, as provided in the proviso below, the Adjusted LIBO Rate or Alternate Base
Rate floor) with respect to the Tranche B Term Loans is increased so as to cause the then applicable Yield under this Agreement on the
Tranche B Term Loans to equal the Yield then applicable to the Incremental Term Loans minus 50 basis points; provided, further,
that any increase in Yield to any Tranche B Term Loans due to the application or imposition of a Adjusted LIBO Rate or Alternate Base
Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Adjusted
LIBO Rate or Alternate Base Rate floor applicable to such Tranche B Term Loans.


 


(f)            Commitments
in respect of Incremental Term Loans and Incremental Revolving Commitments shall become additional Commitments pursuant to an Additional
Credit Extension Amendment, executed by the Borrower, each Incremental Lender providing such Commitments, the Administrative Agent and,
for purposes of any election and/or increase the Letter of Credit Sublimit pursuant to Section 2.20(e)(ii)(D), each Issuing Bank.
The Additional Credit Extension Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to
this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent
and the Borrower, to effect the provisions of this Section 2.20, including amendments as deemed necessary by the Administrative Agent
in its reasonable judgment to effect any lien or payment subordination and associated rights of the applicable Lenders to the extent any
Incremental Extensions of Credit are to rank junior in right of security or payment or to address technical issues relating to funding
and payments. The Borrower will use the proceeds of the Incremental Term Loans and Incremental Revolving Commitments for any purpose not
prohibited by this Agreement.


 






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(g)           Upon
any Incremental Amendment Date on which Incremental Revolving Commitments are effected through a Revolving Commitment Increase pursuant
to this Section 2.20, (a) each of the existing Revolving Lenders shall assign to each of the Incremental Revolving Lenders,
and each of the Incremental Revolving Lenders shall purchase from each of the existing Revolving Lenders, at the principal amount thereof,
such interests in the Incremental Revolving Loans outstanding on such Incremental Amendment Date as shall be necessary in order that,
after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Lenders and Incremental
Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving
Commitments to the existing Revolving Commitments, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving
Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan, (c) each Incremental Revolving Lender
shall become a Lender with respect to the Incremental Revolving Commitments and all matters relating thereto and (d) the Borrower
shall pay any amounts pursuant to Section 2.16. The Administrative Agent and the Lenders hereby agree that the minimum borrowing
and prepayment requirements in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.


 


(h)          The
Incremental Term Loans made under each Term Loan Increase shall be made by the applicable Lenders participating therein pursuant to the
procedures set forth in Section 2.01 and 2.02 (as may be conformed as necessary or appropriate as reasonably determined by the Administrative
Agent) and on the date of the making of such Incremental Term Loans, and notwithstanding anything to the contrary set forth in Section 2.01
and 2.02, such Incremental Term Loans shall be added to (and form part of) each Borrowing of outstanding Term Loans under the applicable
Class of Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each
Lender under such Class will participate proportionately in each then outstanding Borrowing of Term Loans of such Class.


 


(i)            This
Section 2.20 shall supersede any provisions in Sections 2.18 or 9.02 to the contrary.


 


SECTION 2.21         Extended
Term Loans and Extended Revolving Commitments.


 


(a)           The
Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (an “Existing
Term Loan Class”) be amended to extend the scheduled maturity date(s) of any payment of principal with respect to all or
a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”)
and to provide for other terms consistent with this Section 2.21. In order to establish any Extended Term Loans, the Borrower shall
provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the Existing Term Loan
Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which
shall be consistent with the Term Loans under the Existing Term Loan Class from which such Extended Term Loans are to be converted
except that:


 


(i)            all
or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled
amortization payments of principal of the Term Loans of such Existing Term Loan Class to the extent provided in the applicable Additional
Credit Extension Amendment,


 


(ii)           the
Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise)
may be different than the Yield for the Term Loans of such Existing Term Loan Class and upfront fees may be paid to the existing
Term Lenders, in each case, to the extent provided in the applicable Additional Credit Extension Amendment, and


 


(iii)          the
Additional Credit Extension Amendment may provide for other covenants and terms that apply only after the Tranche B Maturity Date.


 


(b)           Any
Extended Term Loans converted pursuant to any Extension Request shall be designated a series of Extended Term Loans for all purposes of
this Agreement; provided that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted
from an Existing Term Loan Class may, to the extent provided in the applicable Additional Credit Extension Amendment and consistent
with the requirements set forth above, be designated as an increase in any previously established Class of Term Loans.


 






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(c)          The
Borrower shall provide the applicable Extension Request at least five (5) Business Days prior to the date on which Lenders under
the applicable Existing Term Loan Class are requested to respond. No Lender shall have any obligation to agree to have any of its
Term Loans of any Existing Term Loan Class converted into Extended Term Loans pursuant to any Extension Request. Any Lender wishing
to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Extension Request (such Lender, an
 “Extending Term Lender”) converted into Extended Term Loans shall notify the Administrative Agent (an “Extension
Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term
Loan Class which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements
reasonably imposed by the Administrative Agent and acceptable to the Borrower). In the event that the aggregate amount of Term Loans under
the Existing Term Loan Class subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to an Extension
Request, Term Loans of the Existing Term Loan Class subject to Extension Elections shall be converted to Extended Term Loans on a
pro rata basis based on the amount of Term Loans included in each such Extension Election (subject to any minimum denomination
requirements reasonably imposed by the Administrative Agent and acceptable to the Borrower).


 


(d)          The
Borrower may, with only the consent of each Person providing an Extended Revolving Commitment, the Administrative Agent and any Person
acting as issuing bank under such Extended Revolving Commitments, amend this Agreement pursuant to an Additional Credit Extension Amendment
to provide for Extended Revolving Commitments and to incorporate the terms of such Extended Revolving Commitments into this Agreement
on substantially the same basis as provided with respect to the Revolving Commitments; provided that (i) the establishment
of any such Extended Revolving Commitments shall be accompanied by a corresponding reduction in the Revolving Commitments and (ii) any
reduction in the Revolving Commitments may, at the option of the Borrower, be directed to a disproportional reduction of the Revolving
Commitments of any Lender providing an Extended Revolving Commitment.


 


(e)           Extended
Term Loans and Extended Revolving Commitments shall be established pursuant to an Additional Credit Extension Amendment to this Agreement
among the Borrower, the Administrative Agent and each Extending Term Lender or Lender providing an Extended Revolving Commitment which
shall be consistent with the provisions set forth above (but which shall not require the consent of any other Lender other than those
consents provided in this Section 2.21). Each Additional Credit Extension Amendment shall be binding on the Lenders, the Loan Parties
and the other parties hereto. In connection with any Additional Credit Extension Amendment, the Loan Parties and the Administrative Agent
shall enter into such amendments to the Security Documents as may be reasonably requested by the Administrative Agent (which shall not
require any consent from any Lender other than those consents provided pursuant to this Agreement) in order to ensure that the Extended
Term Loans or Extended Revolving Commitments are provided with the benefit of the applicable Security Documents and shall deliver such
other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Administrative Agent.
Notwithstanding anything herein to the contrary, with respect to any amendment to an existing Mortgage relating to Mortgaged Property
located in New Jersey and Ohio, the Borrower shall not be required to deliver to the Administrative Agent or the Collateral Agent a datedown
endorsement to any existing mortgage title policy relating to such Mortgaged Property.


 


(f)            The
provisions of this Section 2.21 shall override any provision of Section 9.02 to the contrary. No conversion of Loans pursuant
to any extension in accordance with this Section 2.21 shall constitute a voluntary or mandatory payment or prepayment for purposes
of this Agreement.


 


SECTION 2.22          Defaulting
Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Revolving Lender becomes a Defaulting Lender, then
the following provisions shall apply for so long as such Lender is a Defaulting Lender:


 


(a)            fees
shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.12(a),


 






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(b)           the
Revolving Commitment, Revolving Exposure or LC Exposure of such Defaulting Lender shall not be included in determining whether the Required
Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to
Section 9.02); provided that this clause (ii) shall not apply to the vote of a Defaulting Lender, except to the extent
the consent of such Lender would be required under clause (i), (ii), (iii) or (iv) in the proviso to the first sentence of Section 9.02(b),


 


(c)           if
any LC Exposure exists at the time such Lender becomes a Defaulting Lender then:


 


(i)               so
long as no Event of Default has occurred and is continuing as to which the Administrative Agent has received written notice from the Borrower
or a Revolving Lender, all or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders
in accordance with their respective Applicable Percentages but only to the extent that the sum of all non-Defaulting Lenders’ Revolving
Exposures plus such Defaulting Lender’s LC Exposure does not exceed the total of all non-Defaulting Lenders’ Revolving Commitments,


 


(ii)              if
the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business
Day following notice by the Administrative Agent cash collateralize, for the benefit of the Issuing Bank only, the Borrower’s obligations
corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above)
in accordance with the procedures set forth in Section 2.05(j) for so long as such LC Exposure is outstanding,


 


(iii)             if
the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower
shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such Defaulting
Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized,


 


(iv)             if
the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant
to Section 2.12(a) and Section 2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable
Percentages, and


 


(v)              if
all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or
(ii) above, then, without prejudice to any rights or remedies of the Issuing Bank or any other Lender hereunder, all fees that otherwise
would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Revolving Commitment
that was utilized by such LC Exposure) and letter of credit fees payable under Section 2.12(b) with respect to such Defaulting
Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash
collateralized, and


 


(vi)             so
long as such Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue, amend, extend or increase any Letter of Credit,
unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by
the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.22(c),
and participating interests in any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner
consistent with Section 2.22(c)(i) (and such Defaulting Lender shall not participate therein).


 


(d)           If
(i) a Bankruptcy Event with respect to a parent entity of any Lender shall occur following the Closing Date and for so long as such
event shall continue or (ii) the Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations
under one or more other agreements in which such Lender commits to extend credit and the Issuing Bank shall not be required to issue,
amend or increase any Letter of Credit, unless the Issuing Bank shall have entered into arrangements with the Borrower or such Lender,
satisfactory to the Issuing Bank to defease any risk to it in respect of such Lender hereunder.


 






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(e)           In
the event that the Administrative Agent, the Borrower and the Issuing Bank each agrees that a Defaulting Lender has adequately remedied
all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect
the inclusion of such Lender’s Revolving Commitment and on such date such Lender shall purchase at par such of the Revolving Loans
of the other Revolving Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold Revolving
Loans in accordance with its Applicable Percentage (whereupon such Lender shall cease to be a Defaulting Lender).


 


ARTICLE III


 


Representations and Warranties


 


The Borrower represents and warrants to the Lenders
that:


 


SECTION 3.01          Organization;
Power. Each of Holdings, the Borrower and the Restricted Subsidiaries (a) is duly organized or formed, validly existing and
in good standing under the laws of the jurisdiction of its organization or formation (to the extent such concept exists in such jurisdiction),
(b) has the requisite power and authority necessary to own its assets, to carry on its business as now conducted and as proposed
to be conducted and to execute, deliver and perform its obligations under each Loan Document to which it is a party and (c) except
where the failure to do so, individually or in the aggregate, is not reasonably likely to result in a Material Adverse Effect, is qualified
to do business in, and is in good standing in, every jurisdiction where such qualification or good standing is required.


 


SECTION 3.02         Authorization;
Enforceability. The Transactions to be entered into by each Loan Party have been duly authorized by all necessary corporate or other
action. This Agreement has been duly executed and delivered by each of Holdings and the Borrower and constitutes, and each other Loan
Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party, will constitute, a legal, valid and
binding obligation of Holdings, the Borrower or such Loan Party, as applicable, enforceable 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.


 


SECTION 3.03         Governmental
Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any
other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except filings
necessary to perfect Liens created under the Loan Documents, (b) will not violate any material Requirement of Law applicable to
Holdings, the Borrower or any of the Restricted Subsidiaries, as applicable, (c) will not violate or result in a default under any
indenture or other material agreement or instrument binding upon Holdings, the Borrower or any of the Restricted Subsidiaries or any
of their assets, or give rise to a right thereunder to require any payment to be made by Holdings, the Borrower or any of the Restricted
Subsidiaries or give rise to a right of, or result in, termination, cancellation or acceleration of any material obligation thereunder
that is reasonably likely to result in a Material Adverse Effect, (d) will not result in a Limitation on any right, qualification,
approval, permit, accreditation, authorization, Reimbursement Approval, license or franchise or authorization granted by any Governmental
Authority, Third Party Payor or other Person applicable to the business, operations or assets of the Borrower or any of the Restricted
Subsidiaries or adversely affect the ability of the Borrower or any of the Restricted Subsidiaries to participate in any Third Party
Payor Arrangement except for Limitations, individually or in the aggregate, that are not reasonably likely to result in a Material Adverse
Effect, and (e) will not result in the creation or imposition of any Lien on any asset of Holdings, the Borrower or any of the Restricted
Subsidiaries, except Liens created under the Loan Documents. There is no pending or, to the knowledge of the Borrower, threatened Limitation
by any Governmental Authority, Third Party Payor or any other Person of any right, qualification, approval, permit, authorization, accreditation,
Reimbursement Approval, license or franchise of the Borrower, or any Restricted Subsidiary, except for such Limitations, individually
or in the aggregate, as are not reasonably likely to result in a Material Adverse Effect. No certifications by any Governmental Authority
or any Third Party Payor are required for operation of the business of the Borrower and the Restricted Subsidiaries that are not in place,
except for such certifications or agreements, the absence of which is not reasonably likely to result in a Material Adverse Effect.


 






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SECTION 3.04         Financial
Condition; No Material Adverse Effect.


 


(a)          The
Borrower has heretofore delivered to the Lenders Holdings’ consolidated balance sheet and consolidated statements of operations
and comprehensive income, stockholders’ equity and cash flows as of and for the fiscal years ended December 31, 2016, December 31,
2015, and December 31, 2014, reported on by PricewaterhouseCoopers LLP, independent public accountants. Such financial statements
present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings and its Restricted
Subsidiaries as of such dates and for such periods in accordance with GAAP consistently applied.


 


(b)           Except
as disclosed in the financial statements referred to above or the notes thereto, after giving effect to the Transactions, none of the
Borrower or its Restricted Subsidiaries has, as of the Closing Date, any material direct or contingent liabilities.


 


(c)           Since
December 31, 2016, there has been no event or circumstance, either individually or in the aggregate, that has had or is reasonably
likely to result in a Material Adverse Effect.


 


SECTION 3.05         Properties.


 


(a)           Each
of Holdings, the Borrower and the Restricted Subsidiaries has good title to, or valid leasehold interests in, all its real and personal
property necessary to the conduct of its business (including its Mortgaged Properties), free and clear of all Liens, except for Permitted
Liens and defects that, in the aggregate, are not reasonably expected to result in a Material Adverse Effect.


 


(b)           Each
of Holdings, the Borrower and the Restricted Subsidiaries owns, licenses or possesses the right to use all trademarks, trade names, copyrights,
patents and other intellectual property material to its business and the conduct of the businesses of Holdings, the Borrower and the Restricted
Subsidiaries does not infringe upon the intellectual property rights of any other Person, except for any failure of the foregoing that,
individually or in the aggregate, would not reasonably be likely to result in a Material Adverse Effect.


 


(c)           Schedule
3.05 sets forth the address of each real property that is owned by Holdings, the Borrower or any of the Restricted Subsidiaries as
of the Closing Date.


 


(d)            As
of the Closing Date, neither Holdings or the Borrower nor any of the Restricted Subsidiaries has received written notice of, or has knowledge
of, any pending or contemplated condemnation proceeding affecting any Mortgaged Property or any sale or disposition thereof in lieu of
condemnation. As of the Closing Date, except as set forth on Schedule 3.05, neither any Mortgaged Property nor any interest therein
is subject to any right of first refusal, option or other contractual right to purchase such Mortgaged Property or interest therein, other
than Permitted Liens.


 


SECTION 3.06          Litigation
and Environmental Matters.


 


(a)           Except
as set forth on Schedule 3.06, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority
pending against or, to the knowledge of Holdings, the Borrower or any Restricted Subsidiary, threatened against or affecting Holdings,
the Borrower or any Restricted Subsidiary, including any relating to any Environmental Law, that are reasonably likely to (i) result
in a Material Adverse Effect or (ii) adversely affect in any material respect the ability of the Loan Parties to consummate the Transactions.


 


(b)           Except
with respect to any other matters that, individually or in the aggregate, are not reasonably likely to result in a Material Adverse Effect,
(A) none of Holdings, the Borrower nor any Restricted Subsidiary (i) has failed to comply with any Environmental Law or to obtain,
maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any
Environmental Liability, (iii) knows of any basis for any Environmental Liability or (iv) has received any written claim or
notice of violation or of potential responsibility regarding any alleged violation of or liability under any Environmental Law.


 






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SECTION 3.07          Compliance
with Laws and Agreements. Except (a) with respect to any matters that, individually or in the aggregate, are not material to
the business of the Borrower and the Restricted Subsidiaries, taken as a whole, or (b) to the extent that the failure to comply
is not reasonably likely to result in a Material Adverse Effect, each of Holdings, the Borrower and the Restricted Subsidiaries is in
compliance with all material Requirements of Law applicable to it or its property or operations and is not in default under any material
indentures, agreements and other instruments binding upon it or its property.


 


SECTION 3.08          Investment
Company Status. None of Holdings, the Borrower, nor any Restricted Subsidiary is an “investment company” as defined in,
or subject to regulation under, the Investment Company Act of 1940, as amended.


 


SECTION 3.09          Taxes.
Each of Holdings, the Borrower and the Restricted Subsidiaries has timely filed or caused to be filed all federal and other Tax returns
and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) any
Taxes that are being contested in good faith by appropriate proceedings and for which Holdings, the Borrower or such Restricted Subsidiary,
as applicable, has set aside on its books adequate reserves in accordance with GAAP or (b) to the extent that the failure to do
so is not reasonably likely to result, individually or in the aggregate, in a Material Adverse Effect.


 


SECTION 3.10          ERISA.
No ERISA Event has occurred or is reasonably likely to occur that, when taken together with all other such ERISA Events for which
liability is reasonably likely to occur, is reasonably likely to result in a Material Adverse Effect. The present value of all accumulated
benefit obligations under each Plan did not, as of the date of the most recent financial statements reflecting such amounts, exceed the
fair value of the assets of such Plan as of such date, except as would not reasonably be likely to result in a Material Adverse Effect.


 


SECTION 3.11          Disclosure.
None of the written information furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with
the negotiation of this Agreement or any other Loan Document or delivered hereunder or thereunder (as modified or supplemented by other
information so furnished), when furnished and taken as a whole, contains any material misstatement of fact or omits to state any material
fact necessary to make the statements therein (when taken as a whole), in the light of the circumstances under which they were made,
not misleading; provided that the foregoing shall not apply to any projections, financial estimates, forecasts or other forward-looking
material or information of a general economic or industry nature, and with respect to projected financial information, Holdings and the
Borrower represent only that such information was prepared in good faith based upon assumptions believed by them to be reasonable at
the time made, it being understood that such projections may vary from actual results and that such variances may be material.


 


SECTION 3.12          Subsidiaries.
As of the Closing Date, Holdings does not have any subsidiaries other than the Borrower and the Subsidiaries, Permitted Joint Ventures
and Subsidiaries that are not Material Subsidiaries listed on Schedule 3.12. Schedule 3.12 sets forth the name of, and
the ownership or beneficial interest of Holdings in, each subsidiary, including the Borrower, and identifies each Subsidiary that is
a Subsidiary Loan Party, in each case as of the Closing Date.


 


SECTION 3.13          Insurance.
Schedule 3.13 sets forth a description of all insurance maintained by or on behalf of Holdings, the Borrower and the Restricted Subsidiaries
as of the Closing Date. As of the Closing Date, all premiums in respect of such insurance have been paid. Holdings and the Borrower believe
that the insurance maintained by or on behalf of the Borrower and the Restricted Subsidiaries is adequate.


 


SECTION 3.14          Labor
Matters. Except as would not, individually or in the aggregate, be reasonably likely to result in a Material Adverse Effect, (a) there
are no strikes, lockouts or slowdowns against Holdings, the Borrower or any Restricted Subsidiary pending or, to the knowledge of Holdings
or the Borrower, threatened, (b) the hours worked by and payments made to employees of the Borrower and the Restricted Subsidiaries
have not been in violation of the Fair Labor Standards Act or any other applicable federal, state, local or foreign law dealing with
such matters, (c) all payments due from Holdings, the Borrower or any Restricted Subsidiary, or for which any claim may be made
against Holdings, the Borrower or any Restricted Subsidiary, on account of wages and employee health and welfare insurance and other
benefits, have been paid or accrued as a liability on the books of Holdings, the Borrower or such Restricted Subsidiary and (d) the
consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under
any collective bargaining agreement to which Holdings, the Borrower or any Restricted Subsidiary is bound.


 






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SECTION 3.15     Solvency.
Immediately after the consummation of the Transactions to occur on the Closing Date, Holdings and its Subsidiaries, on a consolidated
basis, are Solvent, in each case after giving effect to any rights of indemnification, contribution or subrogation arising among the
Subsidiary Loan Parties pursuant to the Collateral Agreement or by law. Immediately after the Amendment No. 1 Effective Date, Holdings
and its Subsidiaries, on a consolidated basis, are Solvent, in each case after giving effect to any rights of indemnification, contribution
or subrogation arising among the Subsidiary Loan Parties pursuant to the Collateral Agreement or by law. Immediately after the Amendment
No. 2 Effective Date, Holdings and its Subsidiaries, on a consolidated basis, are Solvent, in each case after giving effect to any
rights of indemnification, contribution or subrogation arising among the Subsidiary Loan Parties pursuant to the Collateral Agreement
or by law. Immediately after the Amendment No. 3 Effective Date, Holdings and its Subsidiaries, on a consolidated basis, are Solvent,
in each case after giving effect to any rights of indemnification, contribution or subrogation arising among the Subsidiary Loan Parties
pursuant to the Collateral Agreement or by law. Immediately after the Amendment No. 4 Effective Date, Holdings and its Subsidiaries,
on a consolidated basis, are Solvent, in each case after giving effect to any rights of indemnification, contribution or subrogation
arising among the Subsidiary Loan Parties pursuant to the Collateral Agreement or by law.


 


SECTION 3.16     Federal
Reserve Regulations. No part of the proceeds of any Loan have been used or will be used, whether directly or indirectly, for any
purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. Neither Holdings nor any of
its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of
buying or carrying margin stock (as defined in Regulation U).


 


SECTION 3.17     Reimbursement
from Third Party Payors. The accounts receivable of Holdings, the Borrower and the Restricted Subsidiaries have been and will continue
to be adjusted to reflect the reimbursement policies required by all applicable Requirements of Law and other Third Party Payor Arrangements
to which Holdings, the Borrower or such Restricted Subsidiary is subject, and do not exceed in any material respect amounts the Borrower
or such Restricted Subsidiary is entitled to receive under any capitation arrangement, fee schedule, discount formula, cost-based reimbursement
or other adjustment or limitation to usual charges. All billings by Holdings, the Borrower and each Restricted Subsidiary pursuant to
any Third Party Payor Arrangements have been made in compliance with all applicable Requirements of Law, except where failure to comply
would not, individually or in the aggregate, be reasonably likely to result in a Material Adverse Effect. There has been no intentional
or material over-billing or over-collection by the Borrower or any Restricted Subsidiary pursuant to any Third Party Payor Arrangements,
other than as created by routine adjustments and disallowances made in the ordinary course of business by the Third Party Payors with
respect to such billings.


 


SECTION 3.18     Fraud
and Abuse. None of Holdings, the Borrower or any Restricted Subsidiary, nor any of their respective partners, members, stockholders,
officers or directors, acting on behalf of Holdings, the Borrower or any Restricted Subsidiary, have engaged on behalf of Holdings, the
Borrower or any Restricted Subsidiary in any activities that are prohibited under 42 U.S.C. § 1320a-7, 42 U.S.C. § 1320a-7a,
42 U.S.C. § 1320a-7b, 42 U.S.C. § 1395nn, 31 U.S.C. § 3729 et seq., or the regulations promulgated thereunder,
or related Requirements of Law, or under any similar state law or regulation, or that are prohibited by binding rules of professional
conduct, including to the extent prohibited by such laws (a) knowingly and willfully making or causing to be made a false statement
or misrepresentation of a material fact in any application for any benefit or payment, (b) knowingly and willfully making or causing
to be made any false statement or misrepresentation of a material fact for use in determining rights to any benefit or payment, (c) failing
to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment
on its own behalf or on behalf of another, with intent to secure such benefit or payment fraudulently, (d) knowingly and willfully
soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash
or in kind, or offering to pay or receive such remuneration (i) in return for referring an individual to a Person for the furnishing
or arranging for the furnishing of any item or service for which payment may be made, in whole or in part, pursuant to any Third Party
Payor Arrangement to which the foregoing rules and regulations apply or (ii) in return for purchasing, leasing or ordering
or arranging for or recommending purchasing, leasing or ordering any good, facility, service or item for which payment may be made, in
whole or in part, pursuant to any Third Party Payor Arrangement to which the foregoing rules and regulations apply and (e) making
any prohibited referral for designated health services, or presenting or causing to be presented a claim or bill to any individual, Third
Party Payor or other entity for designated health services furnished pursuant to a prohibited referral. None of Holdings, the Borrower
nor any Restricted Subsidiary shall be considered to be in breach of this Section 3.18 so long as (a) it shall have taken such
actions (including implementation of appropriate internal controls) as may be reasonably necessary to prevent such prohibited actions
and (b) such prohibited actions as have occurred, individually or in the aggregate, are not reasonably likely to result in a Material
Adverse Effect.


 






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SECTION 3.19     Patriot
Act, Etc. To the extent applicable, Holdings and each of its Restricted Subsidiaries has implemented and maintains in effect policies
and procedures designed to ensure compliance by Holdings, each of its Subsidiaries and their respective directors, officers, employees
and agents with Anti-Corruption Laws and applicable Sanctions, and Holdings, each of its Subsidiaries and their respective officers and
employees and to the knowledge of the Borrower, any controlled Affiliate of Holdings, the Borrower or its Subsidiaries, its directors
and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects and are not knowingly engaged
in any activity that would reasonably be expected to result in Holdings and its Subsidiaries being designated as a Sanctioned Person.
None of (a) the Borrower, Holdings, any Subsidiary or to the knowledge of the Borrower, Holdings or such Subsidiary any of their
respective directors, officers or employees, or (b) to the knowledge of the Borrower, Holdings, any agent of the Borrower or any
Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person.
No Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption
Law or applicable Sanctions.


 


SECTION 3.20     Security
Documents. Except as otherwise contemplated hereby or under any other Loan Documents, the provisions of the Security Documents, together
with such filings and other actions required to be taken hereby or by the applicable Security Documents are effective to create in favor
of the Administrative Agent for the benefit of the Secured Parties, except as otherwise provided hereunder, including subject to Permitted
Liens, a legal, valid, enforceable and perfected first priority Lien on all right, title and interest of the respective Loan Parties
in the Collateral described therein.


 


Notwithstanding
anything herein (including this Section 3.20) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan
Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability
of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents
or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects
of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security
interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or (C) on the Closing Date
and until required pursuant to Section 5.12, the pledge or creation of any security interest, or the effects of perfection or non-perfection,
the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(f).


 






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SECTION 3.21     Compliance
with Healthcare Laws(a)     .


 


(a)            Without
limiting the generality of any other representation or warranty made herein, (i) each of the physicians, nurse practitioners, and
physicians assistants who are employees, independent contractors or leased personnel of any Loan Party (“Licensed Personnel”)
holds a valid and unrestricted license to practice his or her profession from each state in which he or she provides professional services
on behalf of such Loan Party, and, when required, holds a valid and unrestricted Drug Enforcement Administration license and applicable
state license to prescribe controlled substances, (ii) all Licensed Personnel, in the exercise of their respective duties on behalf
of a Loan Party, are in compliance in all material respects with all Healthcare Laws, (iii) all agreements between a Loan Party and
a hospital and all agreements between a Loan Party and Licensed Personnel are in compliance in all material respects with all Healthcare
Laws and (iv) no Loan Party has been and no Licensed Personnel has been excluded from participation in any federal or state healthcare
program or is listed on the General Services Administration list of excluded parties, except for failures of any of the foregoing that,
individually or in the aggregate, would not have a Material Adverse Effect. To the Borrower’s knowledge, each Loan Party has maintained
in all material respects all records required to be maintained by state licensing boards and agencies, CMS, Drug Enforcement Agency and
state boards of pharmacy and the federal and/or state healthcare programs as required by the Healthcare Laws and, to the Borrower’s
knowledge, there are no presently existing circumstances which would result or likely would result in violations of the Healthcare Laws
except such of the foregoing that, individually or in the aggregate, would not have a Material Adverse Effect. Each Loan Party will have,
effective as of the Closing Date and at all times thereafter, such Permits, licenses, franchises, certificates and other material approvals
or authorizations of governmental or regulatory authorities as are necessary under applicable Requirements of Law to own their respective
properties and conduct their respective business (including such Permits as are required under such federal, state and other Healthcare
Laws as are applicable thereto), and to receive reimbursement under federal and state healthcare programs in which such Loan Party participates,
individually or in the aggregate, would not have a Material Adverse Effect. To the Borrower’s knowledge, there currently exist no
restrictions, deficiencies, required plans of corrective actions or other such remedial measures with respect to federal and state Medicare
and Medicaid Programs’ certifications or licensure, except such of the foregoing that, individually or in the aggregate, would not
have a Material Adverse Effect. The Borrower has no knowledge that any condition exists or event has occurred which, in itself or with
the giving of notice or lapse of time or both, reasonably would be expected to result in the suspension, revocation, forfeiture, non-renewal
of any governmental consent applicable to any Loan Party or Restricted Subsidiary of a Loan Party or such Loan Party’s participation
in any federal and/or state healthcare program in which such Loan Party participates, any other material Third Party Payor Arrangement
in which such Loan Party participates, which suspension, revocation, forfeiture or non-renewal would have, either individually or in the
aggregate, a Material Adverse Effect; provided, however, nothing in the foregoing shall prohibit or prevent any Loan Party
from terminating or causing the termination of any contract for the provision of Medical Services or participation in any Third Party
Payor Arrangement in the ordinary course of the Loan Party’s business.


 


(b)            Each
Loan Party that provides professional Medical Services and each of its Licensed Personnel has the requisite National Provider Identifier
or other authorizations requisite to bill the Medicare and Medicaid programs in which such entities participate, and all other Third Party
Payor Arrangements that such Loan Party currently bills except where the failure to have such authorization would not have, either individually
or in the aggregate, a Material Adverse Effect. There is no investigation, audit, claim review or other action pending or, to the Borrower’s
knowledge, threatened which could result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal
of any Third Party Payor Arrangement, provider number or authorization or result in the exclusion of any Loan Party from the Medicare
and Medicaid Programs, or from any Third Party Payor Arrangement, which revocation, suspension, termination, probation, restriction, limitation,
non-renewal or exclusion would have, either individually or in the aggregate, a Material Adverse Effect.


 


(c)            As
applicable, the Borrower has adopted a compliance plan the purpose of which is to assure that each Loan Party and its Licensed Personnel
is in material compliance with applicable Healthcare Laws.


 


(d)            No
Loan Party that has entered into a management services agreement or other affiliation agreement with a professional corporation and professional
association, and each such professional corporation and professional association, conducts its business in material compliance with all
applicable Corporate Practice of Medicine Laws.


 


SECTION 3.22     HIPAA
Compliance.


 


To the extent that and for so long any Loan Party
is a “covered entity” or “business associate” within the meaning of HIPAA, the Borrower (x) is or will be
in compliance in all material respects with each of the applicable requirements of the so-called “Administrative Simplification”
provisions of HIPAA on and as of each date that any part thereof, or any final rule or regulation thereunder, becomes effective in
accordance with its or their terms, as the case may be (each such date, a “HIPAA Compliance Date”) and (y) is
not and could not reasonably be expected to become, as of any date following any such HIPAA Compliance Date, the subject of any civil
or criminal penalty, process, claim, action or proceeding, or any administrative or other regulatory review, survey, process or proceeding
(other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that would result in any
of the foregoing or that would materially adversely affect a Loan Party’s business, operations, assets, properties or condition
(financial or otherwise), in connection with any actual or potential violation by a Loan Party of the then effective provisions of HIPAA
except, in each case, for such non-compliance, either individually or in the aggregate, as is not reasonably likely to result in a Material
Adverse Effect.


 






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SECTION 3.23     EEA
Financial Institutions.


 


No Loan Party is an EEA Financial Institution.


 


ARTICLE IV


 


Conditions


 


SECTION 4.01     Closing
Date. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become
effective until the date on which each of the following conditions is satisfied (or waived):


 


(a)            The
Administrative Agent shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such
party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature
page of this Agreement) that such party has signed a counterpart of this Agreement.


 


(b)            The
Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing
Date) of each of (i) Dechert LLP, counsel for Holdings and the Borrower and (ii) local counsel in each jurisdiction where a
Subsidiary Loan Party is organized as specified on Schedule 4.01, and, in the case of each such opinion required by this paragraph,
covering such other matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably
request.


 


(c)            The
Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request
relating to the organization, existence and good standing of each Loan Party, the authorization of the Transactions and any other legal
matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the
Administrative Agent.


 


(d)            The
Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer, confirming compliance
with the conditions set forth in paragraphs (a) and (b) of Section 4.02.


 


(e)            The
Administrative Agent shall have received all fees and expenses due and payable on or prior to the Closing Date to the extent invoiced
at least three (3) Business Days prior to the Closing Date (except as otherwise reasonably agreed by the Borrower), reimbursement
or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any
Loan Party hereunder or under any other Loan Document.


 


(f)            The
Collateral and Guarantee Requirement (other than subsection (f) thereof) shall have been satisfied and the Administrative Agent shall
have received a completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of the Borrower, together
with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made
with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements
(or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated
by such financing statements (or similar documents) are permitted by Section 6.02 or have been released; provided that the
Collateral Agent may, in its reasonable judgment, grant extensions of time for compliance with the Collateral and Guarantee Requirement
by any Loan Party.


 






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(g)            The
Administrative Agent shall have received a copy of, or a certificate as to coverage under, and a declaration page relating to, the
insurance policies required by Section 5.07(a) and the applicable provisions of the Security Documents, each of which (i) shall
be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee
endorsement (as applicable), (ii) shall name the Collateral Agent, on behalf of the Secured Parties, as additional insured or loss
payee (as applicable) and (iii) shall be otherwise in form and substance reasonably satisfactory to the Administrative Agent.


 


(h)            The
Administrative Agent shall have received payoff and release letters with respect to the Existing Credit Agreement in customary form which
will evidence that, after giving effect to the Transactions, all commitments and obligations under or relating to the Existing Credit
Agreement (other than customary indemnification obligations) and all liens (including all mortgage liens), guarantees and security interests
granted in respect thereof shall have been discharged, released or reconveyed.


 


(i)            The
Administrative Agent shall have received a solvency certificate, dated the Closing Date and signed by the Chief Financial Officer of Holdings
or a Financial Officer (immediately after giving effect to the Transactions) substantially in the form attached hereto as Exhibit G.


 


(j)            The
Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date, all documentation and other
information about Holdings, the Borrower and the Subsidiary Loan Parties required under applicable “know your customer”
and anti-money laundering rules and regulations, including the Patriot Act, that has been requested by the Administrative Agent in
writing at least 10 Business Days prior to the Closing Date.


 


The Administrative Agent shall notify the Borrower
and the Lenders of the Closing Date, and such notice shall be conclusive and binding.


 


SECTION 4.02     Each
Credit Event. The obligation of each Lender to make any Loan or honor any Extension Request (other than a Borrowing Request requesting
only a conversion of Loans to the other Type or a continuation of Eurodollar Loans) on and after the Closing Date and of the Issuing
Bank to issue, amend, renew or extend any Letter of Credit, including, without limitation, on the Closing Date, is subject to satisfaction
or waiver of the following conditions:


 


(a)            The
representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (except
to the extent any such representation or warranty is qualified by “materially”, “Material Adverse Effect” or a
similar term, in which case such representation and warranty shall be true and correct in all respects) on and as of the date of such
Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent such
representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and
correct (or true and correct in all material respects, as the case may be) as of such earlier date).


 


(b)            At
the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit,
as applicable, no Default shall have occurred and be continuing.


 


(c)            The
Administrative Agent and, if applicable, the relevant Issuing Bank shall have received a Borrowing Request in accordance with the requirements
hereof.


 


Each Borrowing (provided that a conversion
or continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02) and each issuance,
amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by Holdings and the
Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02.


 






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ARTICLE V


 


Affirmative Covenants


 


Until
the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees, expenses and other amounts
payable under any Loan Document shall have been paid in full and all Letters of Credit shall have expired, terminated or be cash collateralized
or backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent, and all LC Disbursements
shall have been reimbursed, each of Holdings and its Restricted Subsidiaries covenants and agrees with the Lenders that:


 


SECTION 5.01     Financial
Statements and Other Information. Holdings will furnish to the Administrative Agent (for distribution to each Lender):


 


(a)            within
90 days after the end of each fiscal year of Holdings commencing with the fiscal year ended December 31, 2017, (i) audited year-end
consolidated financial statements of Holdings and its Restricted Subsidiaries (including a balance sheet, statement of operations and
statement of cash flows and stockholders’ equity) as of the end of and for such fiscal year, and the related notes thereto, setting
forth in each case in comparative form the figures for the previous fiscal year, all reported on by independent public accountants of
recognized national standing (without a “going concern” or like qualification or exception and without any qualification or
exception as to the scope of such audit, except as may be required solely as a result of the impending maturity of any Loan) to the effect
that such consolidated financial statements present fairly in all material respects the financial condition and results of operations
of Holdings and the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, and (ii) if at any time Holdings
or the Borrower is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, a “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of
operations of Holdings and its consolidated Subsidiaries,


 


(b)            within
45 days after the end of each of the first three fiscal quarters of each fiscal year of Holdings commencing with the fiscal quarter ending
March 31, 2017, (i) unaudited quarterly consolidated financial statements of Holdings and its Restricted Subsidiaries (including
a balance sheet, statement of operations and statement of cash flows) as of the end of and for such fiscal quarter and the then-elapsed
portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or,
in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer as presenting fairly
in all material respects the financial condition and results of operations of Holdings and the Subsidiaries on a consolidated basis in
accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes and (ii) if
at any time Holdings or the Borrower is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act,
a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial
condition and results of operations of Holdings and its consolidated Subsidiaries,


 


(c)            no
later than five (5) days after the delivery of the financial statements referred to in Section 5.01(a) and Section 5.01(b) (commencing
with the first full fiscal quarter after the Closing Date), a duly completed Compliance Certificate signed by a Financial Officer of Holdings,


 


(d)            [reserved],


 


(e)            within
30 days after the commencement of each fiscal year of Holdings, a reasonably detailed consolidated budget for such fiscal year (including
a projected consolidated balance sheet and consolidated statements of projected operations and cash flows as of the end of and for such
fiscal year) and, promptly when available, any significant revisions of such budget,


 






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(f)            if
at any time Holdings or the Borrower is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act,
promptly from time to time after the occurrence of an event required to be therein reported, such other reports containing substantially
the same information that would have been required to be contained under Item 1.01 (entry into material agreement), Item 1.02
(termination of a material agreement), Item 1.03 (bankruptcy or receivership), Item 2.01 (completion of acquisition
or disposition), Item 2.03 (creation of a direct financial obligation or an obligation under an off-balance sheet arrangement), Item 2.04
(accelerate or increase debt obligations or under an off-balance sheet arrangement), Item 2.06 (material impairments), Item 4.01
(changes in certifying accountant), Item 4.02 (non-reliance on previously issued financial statements or a related audit report
or interim review) or Item 5.02(a), (b) or (c) (departure of directors or certain officers) (other than any information
relating to compensation arrangements with any directors or officers) in a Current Report on Form 8-K under the Exchange Act; provided,
however, that trade secrets and other confidential information that is competitively sensitive, or information that Holdings or
the Borrower is otherwise prohibited by law or contract from disclosing, in each case in the good faith and reasonable determination of
Holdings or the Borrower, may be excluded from disclosures,


 


(g)            simultaneously
with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) of this Section 5.01,
reasonably detailed financial information showing separately the financial position and results of Holdings and its Restricted Subsidiaries,
on the one hand, and the Unrestricted Subsidiaries, on the other hand, as of and for the applicable periods covered by such financial
statements; provided that, for the avoidance of doubt, the level of detail provided in Holdings’ Form 10-K for the year
ended December 31, 2016 and Form 10-Q for the quarter ended September 30, 2016 shall satisfy the requirements of this clause
(g) with respect to the Unrestricted Subsidiaries, and


 


(h)            promptly
following any request therefor, (x) such other information regarding the operations, business affairs and financial condition of
Holdings, the Borrower or any Restricted Subsidiary or any Plan, or compliance with the terms of any Loan Document, as the Administrative
Agent or any Lender through the Administrative Agent may reasonably request and (y) information and documentation reasonably requested
by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering
rules and regulations, including the Patriot Act, and the Beneficial Ownership Regulation.


 


The Borrower represents and warrants that it, Holdings
and its Subsidiaries, either (i) have no registered or publicly traded securities outstanding, or (ii) file Holdings’
consolidated financial statements with the SEC and/or make such financial statements available to potential holders of any of their 144A
securities, and, accordingly, the Borrower hereby (i) authorizes the Administrative Agent to make the financial statements to be
provided under Section 5.01(a) above, along with the Loan Documents, available to Public-Siders and (ii) agrees that at
the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The
Borrower will not request that any other material be posted to Public-Siders without expressly representing and warranting to the Administrative
Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws
or that the Borrower has no outstanding publicly traded securities, including 144A securities. In no event shall the Administrative Agent
post compliance or borrowing base certificates or budgets to Public-Siders.


 


Documents required to be delivered pursuant to
Section 5.01 may, at the Borrower’s option, be delivered electronically and, if so delivered, shall be deemed to have been
delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s (or Holdings’
or any Parent’s) website on the Internet at the website address previously provided to the Administrative Agent in writing (or such
other website address as the Borrower may specify by written notice to the Administrative Agent from time to time), or (ii) on which
such documents are posted on the Borrower’s (or Holdings’ or any Parent’s) behalf on an Internet or intranet website
to which each Lender, the Administrative Agent and the Collateral Agent have access (whether a commercial, third-party website or whether
sponsored by the Administrative Agent); provided that (i) upon the reasonable request of the Administrative Agent or the Collateral
Agent with respect to any specific document so delivered electronically, the Borrower shall promptly deliver a physical copy of such document
and (ii) the Borrower shall notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting
by the Borrower of any such documents on any such website (other than a website maintained for or sponsored by the Administrative Agent)
and the electronic location at which such documents may be accessed.


 






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To the extent any report or other information under
this Section 5.01 is not delivered within the time periods specified under this Section 5.01 and such report or other information
is subsequently delivered prior to the time such failure results in an Event of Default due to the Borrower’s failure to deliver
such report or other information within such requisite time periods, the Borrower will be deemed to have satisfied its obligations under
this Section 5.01 and any Default with respect to its obligations under this Section 5.01 shall be deemed to have been cured
(but not any Default under any other provision of this Agreement). The Borrower may satisfy its obligation to deliver any report or other
information to Lenders at any time by filing such information with the SEC and providing written notice (which notice may be by facsimile
or electronic mail) to the Administrative Agent that such information has been filed.


 


SECTION 5.02     Notices
of Material Events.


 


(a)          The
Borrower will furnish to the Administrative Agent (for distribution to each Lender through the Administrative Agent), written notice
of the following promptly after obtaining knowledge thereof:


 


(i)           the
occurrence of any Default,


 


(ii)          the
filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against Holdings or any
of its Restricted Subsidiaries that could in each case reasonably be expected to result in a Material Adverse Effect,


 


(iii)         the
occurrence of any ERISA Event which could reasonably be expected to result in a Material Adverse Effect,


 


(iv)         the
receipt by Holdings or any of its Restricted Subsidiaries of any of the following, but only to the extent that any of the following results
in, or is reasonably likely to result in, a Material Adverse Effect, (i) any notice of any loss of (A) accreditation from the
Joint Commission on Accreditation of Healthcare Organizations or (B) any governmental right, qualification, permit, accreditation,
approval, authorization, Reimbursement Approval, license or franchise or (ii) any notice, compliance order or adverse report issued
by any Governmental Authority or Third Party Payor that, if not promptly complied with or cured, could result in (A) the suspension
or forfeiture of any governmental right, qualification, permit, accreditation, approval, authorization, Reimbursement Approval, license
or franchise necessary for Holdings or any of its Restricted Subsidiaries to carry on its business as now conducted or as proposed to
be conducted or (B) any other Limitation imposed upon Holdings or any of its Restricted Subsidiaries,


 


(v)          any
Change in Law of the type described in clause (a) or (b) of such definition relating to any Third Party Payor Arrangement that
results in, or is reasonably likely to result in, a Material Adverse Effect, and


 


(vi)         any
other development that results in, or is reasonably likely to result in, a Material Adverse Effect.


 


Each notice delivered under this Section 5.02
shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the
event or development requiring such notice and any action taken or proposed to be taken with respect thereto.


 


SECTION 5.03     Information
Regarding Collateral.


 


(a)          The
Borrower will furnish to the Collateral Agent prompt written notice (but in no event later than 90 days) of any change (i) in any
Loan Party’s legal name, (ii) in the jurisdiction of incorporation or organization of any Loan Party or (iii) in any Loan
Party’s organizational identification number. The Borrower agrees not to effect or permit any change referred to in the preceding
sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral
Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The
Borrower also agrees promptly to notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed.


 






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(b)          Each
year, at the time of delivery of annual financial statements pursuant to Section 5.01(a), the Borrower shall deliver to the Collateral
Agent a certificate executed by a Financial Officer and the chief legal officer of the Borrower setting forth the information required
pursuant to the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection
Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section.


 


SECTION 5.04     Existence.
Holdings shall, and shall cause each Restricted Subsidiary to cause to be done all things necessary to preserve, renew and keep in full
force and effect its legal existence, except (i) in the case of a Restricted Subsidiary other than the Borrower, where the failure
to do so would not reasonably be expected to have a Material Adverse Effect or (ii) as otherwise permitted under Section 6.03.


 


SECTION 5.05     Payment
of Obligations. Each of Holdings and the Borrower will, and will cause each of its Restricted Subsidiaries to, pay its Tax liabilities,
before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good
faith by appropriate proceedings, (b) Holdings, the Borrower or such Restricted Subsidiary has set aside on its books adequate reserves
with respect thereto in accordance with GAAP, (c) such contest effectively suspends the enforcement of any Lien securing such obligation
and (d) the failure to make payment pending such contest is not reasonably likely to result, individually or in the aggregate, in
a Material Adverse Effect.


 


SECTION 5.06     Maintenance
of Properties. Holdings will, and will cause each of its Restricted Subsidiaries to, keep and maintain all property material to the
conduct of its business in good working order and condition, except for (a) ordinary wear and tear and casualty and (b) where
failure to comply herewith is not, in the aggregate, reasonably expected to result in a Material Adverse Effect.


 


SECTION 5.07     Insurance.


 


(a)            Holdings
will, and will cause each of its Restricted Subsidiaries to, maintain, with financially sound and reputable insurance companies (which
may include self-insurance) at the time the relevant coverage is placed or renewed (x) insurance with respect to its properties and
business against loss or damage of such type and in such amounts (with no greater risk retention) and against such risks as are customarily
maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations and
(y) all insurance required to be maintained pursuant to the Security Documents, subject to the Collateral and Guarantee Requirement.
The Borrower will deliver to the Lenders, upon request of the Administrative Agent, information in reasonable detail as to the insurance
so maintained. All such insurance shall name the Collateral Agent as additional insured and loss payee, as applicable.


 


(b)            If
any portion of any Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any
successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the Flood Insurance
Laws, then the Borrower shall, or shall cause each Loan Party to (i) maintain, or cause to be maintained, with a financially sound
and reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations
promulgated pursuant to the Flood Insurance Laws, (ii) cooperate with the Administrative Agent and provide information reasonably
required by the Administrative Agent to comply with the Flood Insurance Laws and (iii) deliver to the Administrative Agent evidence
of such compliance in form and substance reasonably acceptable to the Administrative Agent, including, without limitation, evidence of
annual renewals of such insurance.


 


SECTION 5.08     Casualty
and Condemnation. Holdings (a) will furnish to the Administrative Agent and the Lenders prompt written notice of any casualty
or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any
material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding and (b) will
ensure that the Net Proceeds of any such event (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected
and applied in accordance with the applicable provisions of this Agreement and the Security Documents.


 






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SECTION 5.09     Books
and Records; Inspection and Audit Rights. Holdings will, and will cause each of its Restricted Subsidiaries to, (in all material
respects) keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in
relation to its business and activities. Holdings will, and will cause each of its Restricted Subsidiaries to, permit any representatives
designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties during normal
business hours, to examine and make copies from its books and records, including environmental assessment reports and Phase I or Phase
II studies, and to discuss its affairs, finances and condition with its officers and independent accountants; provided that the
Borrower shall be provided the opportunity to participate in any such discussions with its independent accountants; provided,
further that, notwithstanding anything to the contrary contained herein, unless an Event of Default has occurred and is continuing
the Borrower shall not be responsible for the reimbursement of any fees, costs and expenses of the Administrative Agent or any Lender
incurred pursuant to this Section 5.09 in excess of the reasonable documented and out-of-pocket expenses for one visit in any fiscal
year by the Administrative Agent.


 


SECTION 5.10     Compliance
with Laws. Holdings will, and will cause each of its Restricted Subsidiaries to comply with all Requirements of Law, including Environmental
Laws, applicable to it or its property, except where the failure to do so, individually or in the aggregate, is not reasonably likely
to result in a Material Adverse Effect. Holdings will maintain in effect and enforce policies and procedures designed to ensure compliance
by Holdings, its Restricted Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and
applicable Sanctions.


 


SECTION 5.11     Use
of Proceeds and Letters of Credit. The proceeds of the Tranche B Term Loans borrowed on the Closing Date will be used by the Borrower
on the Closing Date, solely (i) to pay all principal, interest, fees and other amounts outstanding under the Existing Credit Agreement
and (ii) to pay the Transaction Expenses. The proceeds of the Revolving Loans borrowed on or after the Closing Date and Letters
of Credit will be used only for working capital and general corporate purposes (including Permitted Acquisitions) and for any other purposes
not prohibited by this Agreement. The proceeds of the 2019 Incremental Term Loans borrowed on the Amendment No. 3 Effective Date
will be used by the Borrower on the Amendment No. 3 Effective Date, together with borrowings under the Revolving Facility and the
Existing Senior Notes, solely (i) to refinance the 2021 Senior Notes, (ii) to pay associated fees, expenses and costs in connection
with such refinancing and the associated transactions and (iii) for general corporate purposes. The proceeds of the 2019-1 Incremental
Term Loans borrowed on the Amendment No. 4 Effective Date will be used by the Borrower on the Amendment No. 4 Effective Date,
together with the issuance of new unsecured debt, (i) make intercompany loans to Concentra Inc., (ii) to pay associated fees,
expenses and costs in connection with such refinancing and the associated transactions and (iii) for general corporate purposes.
No part of the proceeds of any Loan and no Letter of Credit will be used, whether directly or indirectly, for any purpose that entails
a violation of any of the Regulations of the Board, including Regulations T, U and X. The Borrower will not request any Borrowing or
Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers,
employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise
to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption
Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned
Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted
by a corporation incorporated in the United States, or (C) in any manner that would result in the violation of any Sanctions applicable
to any party hereto.


 


SECTION 5.12     Additional
Subsidiaries; Succeeding Holdings.


 


(a)            If
any additional Restricted Subsidiary (other than a Consolidated Practice or an Excluded Subsidiary) is formed or acquired after the Closing
Date (or if any Excluded Subsidiary that is not a Subsidiary Loan Party ceases to qualify as an Excluded Subsidiary), the Borrower will,
promptly after such Restricted Subsidiary is formed or acquired (or ceases to constitute an Excluded Subsidiary), notify the Collateral
Agent and the Lenders (through the Administrative Agent) thereof and promptly cause the Collateral and Guarantee Requirement to be satisfied
with respect to such Subsidiary (if it is a Subsidiary Loan Party and subject to the limitations and exceptions set forth in this Agreement
and the Security Documents) and with respect to any Equity Interest in or Indebtedness of such Subsidiary owned by or on behalf of any
Loan Party.


 






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(b)            Upon
the addition of a Succeeding Holdings, the Borrower will notify the Collateral Agent and the Lenders (through the Administrative Agent)
thereof and promptly after such Succeeding Holdings is formed or acquired cause the Collateral and Guarantee Requirement to be satisfied
with respect to the Succeeding Holdings.


 


SECTION 5.13     Further
Assurances.


 


(a)            Each
of Holdings, each Succeeding Holdings and the Borrower will, and will cause each Subsidiary Loan Party to, execute any and all further
documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of
financing statements, fixture filings, mortgages, deeds of trust and other documents), which may be required under any applicable law,
or which the Administrative Agent or the Required Lenders may reasonably request, to cause the Collateral and Guarantee Requirement to
be and remain satisfied, all at the expense of the Loan Parties (in the case of reimbursement obligations, solely to the extent otherwise
required to be reimbursed under Section 9.03). The Borrower also agrees to provide to the Collateral Agent, from time to time upon
reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created
or intended to be created by the Security Documents.


 


(b)            Subject
to Section 5.13(c) below, if any material assets (including any real property (other than any leased real property) which constitutes
a Material Real Property) are acquired by the Borrower or any Subsidiary Loan Party after the Closing Date (other than assets constituting
Collateral under the Collateral Agreement that become subject to a perfected (to the extent perfection is required) Lien in favor of the
Collateral Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent and the Lenders thereof and, if requested
by the Administrative Agent or the Required Lenders, the Borrower will cause such assets to be subjected to a Lien securing the Obligations
and will take, and cause the Subsidiary Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative
Agent to grant and perfect such Liens, including actions described in paragraph (a) of this Section 5.13, all at the expense
of the Loan Parties (in the case of reimbursement obligations, solely to the extent otherwise required to be reimbursed under Section 9.03);
provided that the Collateral Agent may, in its reasonable judgment, grant extensions of time for compliance or exceptions with
the provisions of this paragraph by any Loan Party.


 


SECTION 5.14     Designation
of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary of Holdings (other than
the Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately
before and after such designation, no Event of Default shall have occurred and be continuing or would result therefrom, (ii) in
the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation,
the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.75:1.00 and (iii) no Subsidiary may be designated as
an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified
Indebtedness, any Permitted Debt or any Permitted Refinancing thereof. The designation of any Subsidiary as an Unrestricted Subsidiary
after the Closing Date shall constitute an Investment by Holdings therein at the date of designation in an amount equal to the Fair Market
Value of such Investment. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence
at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return
on any Investment by Holdings in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value
of such Investment in such Subsidiary.


 


SECTION 5.15     Maintenance
of Ratings. The Borrower will use commercially reasonable efforts to maintain (i) a public corporate credit rating (but not
any specific rating) from S&P and a public corporate family rating (but not any specific rating) from Moody’s and (ii) a
public rating (but not any specific rating) in respect of the Loans and the Commitments from each of S&P and Moody’s.


 






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SECTION 5.16     ERISA
Compliance. The Borrower will do, and cause each of its ERISA Affiliates to do, each of the following: (a) maintain each Plan
in compliance with the applicable provisions of ERISA, the Code and other federal or state law, and (b) cause each Plan that is
qualified under Section 401(a) of the Code to maintain such qualification, in each case of clauses (a) and (b), except
where the failure to do so, individually or in the aggregate, is not reasonably likely to result in a Material Adverse Effect.


 


SECTION 5.17     Post-Closing
Matters. The Borrower will, and will cause each of its Restricted Subsidiaries to execute and deliver the documents and complete
the tasks set forth on Schedule 5.17 as soon as commercially reasonable and by no later than the date set forth in Schedule
5.17; provided that the Administrative Agent or Collateral Agent, as applicable, may in its reasonable judgment, grant extensions
of time for compliance or exceptions with the provisions of this paragraph.


 


ARTICLE VI


 


Negative Covenants


 


Until
the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees, expenses and other amounts
payable under any Loan Document have been paid in full and all Letters of Credit have expired, terminated or be cash collateralized
or backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent, and all LC Disbursements
shall have been reimbursed, each of Holdings and the Restricted Subsidiaries covenants and agrees with the Lenders that:


 


SECTION 6.01     Indebtedness.


 


(a)           Neither
Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Indebtedness,
except:


 


(i)            Indebtedness
created under the Loan Documents,


 


(ii)           Indebtedness
in respect of the Existing Senior Notes and any Permitted Refinancing thereof,


 


(iii)          Indebtedness
existing on the Closing Date not to exceed $2,500,000 and other Indebtedness existing on the Closing Date set forth in Schedule 6.01
and, in each case, any Permitted Refinancing thereof,


 


(iv)          Indebtedness
of Holdings owed to any Restricted Subsidiary and of any Restricted Subsidiary owed to Holdings or any other Restricted Subsidiary; provided
that Indebtedness of any Loan Party owed to any Restricted Subsidiary that is a Non-Loan Party shall be subordinated to the Obligations
on terms reasonably satisfactory to the Administrative Agent; provided, further, that Indebtedness owed to any Captive Insurance
Subsidiary shall only be subordinated to the extent permitted by applicable laws or regulations,


 


(v)           Guarantees
by Holdings of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of Holdings or any other Restricted
Subsidiary; provided that (A) the Indebtedness so Guaranteed is permitted by this Section 6.01, (B) Guarantees permitted
under this clause (v) shall be subordinated to the Obligations of Holdings or the applicable Restricted Subsidiary to the same extent
and on the same terms as the Indebtedness so Guaranteed is subordinated to the Obligations and (C) except in the case of Foreign
Subsidiaries that provide Guarantees of Indebtedness of other Foreign Subsidiaries, no Restricted Subsidiary shall Guarantee any Indebtedness
unless it is a Subsidiary Loan Party,


 


(vi)          Indebtedness
(including Attributable Indebtedness) of Holdings or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement
of any fixed or capital assets, including Capital Lease Obligations, and any Indebtedness assumed by Holdings or any Restricted Subsidiary
in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and Permitted
Refinancings thereof; provided that (A) such Indebtedness (other than Permitted Refinancings) is incurred prior to or within
180 days after such acquisition or the completion of such construction or improvement and (B) the aggregate principal amount of Indebtedness
permitted by this clause (vi) shall not (except as permitted by the definition of “Permitted Refinancing”) exceed at
any time outstanding the greater of (x) $87,500,000 and (y) 2.5% of Total Assets as of the time of incurrence,


 






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(vii)        (x) Indebtedness
of Holdings or any Restricted Subsidiary assumed in connection with any Permitted Acquisition and not created in contemplation thereof
or (y) Permitted Debt incurred to finance a Permitted Acquisition; provided that after giving Pro Forma Effect to such Permitted
Acquisition and the assumption or incurrence of such Indebtedness incurred or assumed pursuant to this clause (vii):


 


(A)            if
such Indebtedness ranks pari passu in right of security with the Obligations, the First Lien Net Leverage Ratio does not exceed
4.75:1.00,


 


(B)            if
such Indebtedness ranks junior in right of security with the Obligations, the Secured Net Leverage Ratio does not exceed 6.50:1.00, or


 


(C)            if
such Indebtedness is unsecured, either (x) the Total Net Leverage Ratio does not exceed 6.50:1.00 or (y) the Fixed Charge Coverage
Ratio is not less than 2.00:1.00,


 


and
in each case, subject to compliance with the Financial Covenant on a Pro Forma Basis and, in the case of clauses (x) and (y) of
this clause (vii), any Permitted Refinancing of any such Indebtedness; provided that any such Indebtedness of a Non-Loan Party
does not exceed in the aggregate at any time outstanding, together with any Indebtedness incurred by a Non-Loan Party pursuant to clause
(xvi) of this Section 6.01, the greater of $70,000,000 and 2.0% of Total Assets, in each case determined at such time of incurrence;


 


(viii)       Indebtedness
owed to any Person (including obligations in respect of letters of credit for the benefit of such Person) providing workers’ compensation,
health, disability or other employee benefits or property, casualty or liability insurance pursuant to reimbursement or indemnification
obligations to such Person, in each case incurred in the ordinary course of business,


 


(ix)          Indebtedness
of Holdings or any Restricted Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion
guarantees and similar obligations, in each case provided in the ordinary course of business,


 


(x)           Indebtedness
of any Loan Party pursuant to Swap Agreements permitted by Section 6.07,


 


(xi)          with
respect to Holdings, Qualified Holdings Discount Debt; provided that, other than with respect to any additional principal amounts
resulting from the accrual of pay-in-kind interest, (A) such Indebtedness may only be issued or incurred to the extent that after
giving effect to the incurrence of such additional Indebtedness on a Pro Forma Basis, the Total Net Leverage Ratio does not exceed (x) prior
to March 31, 2019, 6.25 to 1.00 and (y) from and after March 31, 2019, 6.00 to 1.00 and (B) no Default has occurred
and is continuing or would result therefrom,


 


(xii)         Indebtedness
representing deferred compensation to employees of Holdings and the Restricted Subsidiaries incurred in the ordinary course of business,


 


(xiii)        Indebtedness
in respect of promissory notes issued to physicians, consultants, employees or directors or former employees, consultants or directors
in connection with repurchases of Equity Interests permitted by Section 6.08(a)(iii),


 


(xiv)        Indebtedness
of any Foreign Subsidiary or any Non-Loan Party, collectively, in an amount not to exceed, together with any Indebtedness incurred by
a Non-Loan Party pursuant to clause (vii) of this Section 6.01, $87,500,000 at any time outstanding,


 






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(xv)         Refinancing
Debt Securities, the Net Proceeds of which are applied to prepay Term Loans in connection with Section 2.11 and any Permitted Refinancing
thereof,


 


(xvi)        (a) Permitted
Debt, provided that (i) (x) if such Indebtedness is secured by Liens ranking pari passu with the Liens securing
the Obligations, the First Lien Net Leverage Ratio does not exceed 4.75:1.00, (y)  if such Indebtedness is secured by Liens
ranking junior to the Liens securing the Obligations, the Secured Net Leverage Ratio does not exceed 6.50:1.00, and (z)  if such
Indebtedness is unsecured, either (1) the Total Net Leverage Ratio does not exceed 6.50:1.00 or (2) the Fixed Charge Coverage
Ratio is not less than 2.00:1.00, in each case, determined on a Pro Forma Basis after giving effect to such assumption or incurrence and
the use of proceeds thereof; and any Permitted Refinancing thereof and (ii) in each case, subject to compliance with the Financial
Covenant on a Pro Forma Basis; and (b) other Permitted Debt in an aggregate principal amount pursuant to this subclause (b), when
aggregated with the Free and Clear Usage Amount at such time, not to exceed the sum of (i) the greater of (x) $300,000,000 and
(y) 80.0% of Consolidated EBITDA for the most recently ended Test Period plus (ii) the principal amount of any voluntary prepayments
of Term Loans or Revolving Loans, to the extent accompanied by a permanent reduction in the Revolving Commitments, and any Permitted Refinancing
thereof,


 


(xvii)       the
incurrence by Holdings or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution
of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in
the ordinary course of business, so long as such Indebtedness is extinguished within five (5) Business Days,


 


(xviii)      the
incurrence of Indebtedness arising from agreements of Holdings or a Restricted Subsidiary providing for indemnification, adjustment of
purchase price, holdback, contingency payment obligations or similar obligations, in each case, incurred or assumed in connection with
the disposition or acquisition of any business, assets or capital stock of Holdings or any Restricted Subsidiary,


 


(xix)         the
incurrence of Indebtedness resulting from endorsements of negotiable instruments for collection in the ordinary course of business,


 


(xx)          Indebtedness
of Holdings or a Restricted Subsidiary in respect of netting services, overdraft protection and otherwise in connection with deposit accounts;
provided that such Indebtedness remains outstanding for 10 Business Days or less,


 


(xxi)         Indebtedness
in the amount of Net Proceeds actually received by Holdings from the issuance by Holdings of any Equity Interests (or capital contribution
in respect thereof) after the Closing Date other than pursuant to the Cure Right or to the extent Otherwise Applied, and


 


(xxii)        the
incurrence or issuance by Holdings or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount not
to exceed the greater of $300,000,000 and 8.0% of Total Assets at the time of incurrence.


 


(b)           For
purposes of determining compliance with Section 6.01, in the event that an item of Indebtedness (or any portion thereof) at any time,
whether at the time of incurrence or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria
of more than one of the categories of permitted Indebtedness described in Section 6.01(a)(i) through (xxi) above, the Borrower,
in its sole discretion, will classify and may subsequently reclassify such item of Indebtedness (or any portion thereof) in any one or
more of the types of Indebtedness described in 6.01(a)(i) through (xxi) above and will only be required to include the amount
and type of such Indebtedness in such of the above clauses as determined by the Borrower at such time; provided that Indebtedness that
originally reduced the Free and Clear Usage Amount at the time of incurrence may not be reclassified. The Borrower will be entitled to
divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in 6.01(a)(i) through (xxi) above.


 






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(c)           For
purposes of determining compliance with any dollar-denominated restriction on the incurrence of Indebtedness, the dollar-equivalent principal
amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on
the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided
that if such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign
currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable dollar-denominated
restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, replacement,
refunding, refinancing, renewal or defeasance, such dollar-denominated restriction shall be deemed not to have been exceeded so long as
the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended, replaced,
refunded, refinanced, renewed or defeased, plus the aggregate amount of fees, underwriting discounts, premiums (including tender premiums)
and other costs and expenses (including OID) incurred in connection with such refinancing.


 


(d)           The
accrual of interest, the accretion or amortization of OID, the payment of interest in the form of additional Indebtedness with the same
terms, shall not be deemed to be an incurrence of Indebtedness for purposes of this Section 6.01.


 


SECTION 6.02     Liens.
Holdings will not, and will not permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property
or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in
respect of any thereof, except (collectively, “Permitted Liens”):


 


(a)           Liens
created by the Loan Documents,


 


(b)           Permitted
Encumbrances,


 


(c)           any
Lien on any property or asset of Holdings or any Restricted Subsidiary existing on the Closing Date and set forth in Schedule
6.02; provided that (A) such Lien shall not apply to any other property or asset of Holdings or any Restricted Subsidiary
and (B) such Lien shall secure only those obligations which it secures on the Closing Date and Permitted Refinancings thereof,


 


(d)           any
Lien existing on any property or asset prior to the acquisition thereof by Holdings or any Restricted Subsidiary or existing on
any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a
Restricted Subsidiary (including (x) any Liens securing Indebtedness permitted by clause (vii) of Section 6.01(a) and
(y) any Liens securing Indebtedness permitted under the Existing Concentra Revolving Facility); provided that (A) such
Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary, as applicable,
(B) such Lien shall not apply to any other property or asset of Holdings or any Restricted Subsidiary and (C) such Lien shall
secure only those obligations that it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary,
as applicable, and Permitted Refinancings thereof,


 


(e)           Liens
on fixed or capital assets acquired, constructed or improved by Holdings or any Restricted Subsidiary; provided that (i) such
security interests secure Indebtedness permitted by clause (vi) of Section 6.01(a) (including Permitted Refinancings thereof),
(ii) such security interests and the Indebtedness secured thereby (other than Permitted Refinancings) are incurred prior to or within
180 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does
not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests
shall not apply to any other property or assets of Holdings or any Restricted Subsidiary,


 


(f)            Liens
(i) arising from filing Uniform Commercial Code financing statements regarding leases, (ii) of a collecting bank arising in
the ordinary course of business under Section 4-208 of the Uniform Commercial Code in effect in the relevant jurisdiction covering
only the items being collected upon and (iii) in favor of banking institution encumbering deposits (including the right of set-off)
and which are within the general parameters customary in the banking industry,


 






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(g)           Liens
arising out of sale and leaseback transactions permitted by Section 6.06,


 


(h)           Liens
in favor of Holdings or another Loan Party,


 


(i)            licenses,
sublicenses, leases or subleases granted to others not interfering in any material respect with the business of Holdings or any
Restricted Subsidiary,


 


(j)            Liens
on assets of any Foreign Subsidiary or any Non-Loan Party securing Indebtedness permitted by Sections 6.01(a)(vii) and (xiv),


 


(k)           Liens
on assets of Holdings or the Restricted Subsidiaries not otherwise permitted by this Section 6.02, so long as neither (i) the
aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair value (determined as of the
date such Lien is incurred) of the assets subject thereto exceeds the greater of $150,000,000 and 4.0% of Total Assets at any time outstanding,


 


(l)            Liens
on the Collateral securing Indebtedness permitted by paragraphs (a)(ii), (a)(xv) and (a)(xvi) of Section 6.01,


 


(m)          Liens
on Equity Interests of an Unrestricted Subsidiary that secure Indebtedness or other obligation of such Unrestricted Subsidiary,


 


(n)           Liens
encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts incurred in the
ordinary course of business and not for speculative purposes,


 


(o)           Liens
created or deemed to exist by the establishment of trusts for the purpose of satisfying government reimbursement program costs and other
actions or claims pertaining to the same or related matters or other medical reimbursement programs,


 


(p)           Liens
solely on any cash earnest money deposits made by Holdings or any Restricted Subsidiary with any letter of intent or purchase agreement
permitted hereunder, and


 


(q)           Liens
deemed to exist by reason of (x) any encumbrance or restriction (including put and call arrangements) with respect to the Equity
Interests of any joint venture or similar arrangement pursuant to any joint venture or similar agreement or (y) any encumbrance or
restriction imposed under any contract for the sale by Holdings or any of its Restricted Subsidiaries of the Equity Interests of any Restricted
Subsidiary, or any business unit or division of the business or any Restricted Subsidiary permitted under this Agreement; provided
that in each case such Liens shall extend only to the relevant Equity Interests.


 






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SECTION 6.03     Fundamental
Changes.


 


(a)           Neither
Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or
permit any other Person to merge into or consolidate with it, consummate a Division as the Dividing Person or otherwise or liquidate or
dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing,
(i) any Person may merge with and into the Borrower in a transaction in which the surviving entity is a Person organized or existing
under the laws of the United States of America, any State thereof or the District of Columbia and, if such surviving entity is not the
Borrower, such Person expressly assumes, in writing, all the obligations of the Borrower under the Loan Documents and provides all documentation
and other information about such Person required under applicable “know your customer” and anti-money laundering rules and
regulations, including the Patriot Act, that has been requested by the Administrative Agent or the Lenders, (ii) any Person may merge
with and into any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to
such merger is a Subsidiary Loan Party, is or becomes a Subsidiary Loan Party concurrently with such merger, (iii) any Restricted
Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve (whether effected pursuant to a Division or otherwise) if the
Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially
adverse to the Lenders, (iv) any asset sale permitted by Section 6.05 or Investment permitted by Section 6.04 may be effected
through the merger of a subsidiary of the Borrower with a third party and (v) the Borrower or any Restricted Subsidiary may consummate
a Division as the Dividing Person if, immediately upon the consummation of the Division, (x) the assets of the applicable Dividing
Person are held by the Borrower or one or more Restricted Subsidiaries at such time and, if the Dividing Person is the Borrower and is
not a Division Successor, (A) one of the Division Successors of the Borrower organized or existing under the laws of the United States
of America, any State thereof or the District of Columbia expressly assumes, in writing, all the obligations of the Borrower under the
Loan Documents and (B) the Division Successor described in the immediately preceding subclause (A) shall (1) own, directly
or indirectly, all of the assets (including, without limitation, any Equity Interests) owned by the Borrower immediately prior to the
Division or (2) with respect to any assets not so owned by such Division Successor pursuant to the immediately preceding subclause
(1), such Division, shall comply with the immediately succeeding clause (y), or, (y) with respect to assets not held by the Borrower
or one or more Restricted Subsidiaries, such Division, in the aggregate, would otherwise be permitted by this Section 6.03 (without
reliance on this subclause (v)), Section 6.04 and/or Section 6.05.


 


(b)            Holdings
will not, and will not permit any Restricted Subsidiary to, engage to any material extent in any business other than a Permitted Business.


 


SECTION 6.04     Investments,
Loans, Advances, Guarantees and Acquisitions. Holdings will not, and will not permit any Restricted Subsidiary to, purchase or acquire
(including pursuant to any merger with, or as a Division Successor pursuant to the Division of any Person that was not a wholly owned
Restricted Subsidiary prior to such merger or Division) any Equity Interests in or evidences of indebtedness or other securities (including
any option, warrant or other right to acquire any of the foregoing) of, make any loans or advances to, Guarantee any obligations of,
or make any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of
transactions) any assets of any other Person constituting a business unit (collectively, “Investments”), except:


 


(a)            Permitted
Acquisitions,


 


(b)            Permitted
Investments,


 


(c)            Investments
existing on the Closing Date and set forth on Schedule 6.04 and any Investments consisting of extensions, modifications or renewals
of any such Investments (excluding any such extensions, modifications or renewals involving additional advances, contributions or other
investments of cash or property or other increases thereof unless it is a result of the accrual or accretion of interest or OID or payment-in-kind
pursuant to the terms, as of the Closing Date, of the original Investment so extended, modified or renewed),


 


(d)            Investments
by Holdings or any Restricted Subsidiaries in Equity Interests in their respective Restricted Subsidiaries; provided that
(A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Agreement (subject to the limitations
referred to in the definition of “Collateral and Guarantee Requirement”) and (B) the aggregate amount of investments
(other than Investments set forth on Schedule 6.04) in Non-Loan Parties by Loan Parties (together with outstanding intercompany
loans permitted under clause (B) to the proviso to Section 6.04(e) and outstanding Guarantees permitted to be incurred
under clause (B) to the proviso to Section 6.04(f)) shall not exceed the greater of $70,000,000 and 2.0% of Total Assets
at any time outstanding (in each case determined without regard to any write-downs or write-offs),


 






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(e)           loans
or advances made by Holdings to any Restricted Subsidiary and made by any Restricted Subsidiary to Holdings or any other Restricted
Subsidiary; provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged
pursuant to the Collateral Agreement and (B) the amount of such loans and advances (other than loans and advances set forth on Schedule
6.04) made by Loan Parties to Non-Loan Parties (together with outstanding investments permitted under clause (B) to the proviso
to Section 6.04(d) and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(f)) shall
not exceed the greater of $70,000,000 and 2.0% of Total Assets at any time outstanding (in each case determined without regard to any
write-downs or write-offs),


 


(f)            Guarantees
constituting Indebtedness permitted by Section 6.01 and performance guarantees in the ordinary course of business; provided
that (and without limiting the foregoing) the aggregate principal amount of Indebtedness (other than Indebtedness set forth on Schedule
6.04) of Non-Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted under clause (B) to
the proviso to Section 6.04(d) and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(e))
shall not exceed the greater of $70,000,000 and 2.0% of Total Assets at any time outstanding (in each case determined without regard to
any write-downs or write-offs),


 


(g)           receivables
or other trade payables owing to Holdings or any Restricted Subsidiary if created or acquired in the ordinary course of business
consistent with past practice and payable or dischargeable in accordance with customary trade terms; provided that such trade terms
may include such concessionary trade terms as Holdings or any such Restricted Subsidiary deems reasonable under the circumstances,


 


(h)           Investments
consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes
with customers and suppliers in the ordinary course of business and owing to Holdings or any Restricted Subsidiary or in satisfaction
of judgments,


 


(i)            Investments
by Holdings or any Restricted Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time
of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business,


 


(j)            loans
or advances by Holdings or any Restricted Subsidiary to employees and other individual service providers made in the ordinary course
of business (including travel, entertainment and relocation expenses) of Holdings or any Restricted Subsidiary not exceeding $2,500,000
in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances),


 


(k)           Investments
in the form of Swap Agreements permitted by Section 6.07,


 


(l)            Investments
of any Person existing at the time such Person becomes a Restricted Subsidiary of Holdings or consolidates or merges, in one transaction
or a series of transactions, with Holdings or any of the Restricted Subsidiaries (including in connection with a Permitted Acquisition)
so long as such investments were not made in contemplation of such Person becoming a Restricted Subsidiary or of such consolidation or
merger,


 


(m)          Investments
received in connection with the dispositions of assets permitted by Section 6.05,


 


(n)           Investments
constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”,


 


(o)           Investments
in Permitted Joint Ventures in an amount not to exceed the greater of $250,000,000 and 7.0% of Total Assets plus an amount equal to any
returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect
of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made),


 


(p)           [reserved],


 






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(q)           payments,
loans, advances to, and investments in, Consolidated Practices in the ordinary course of business and consistent with past practice in
satisfaction of their obligations under any management services agreements,


 


(r)            Investments
by Holdings or any Restricted Subsidiary (including Investments in Permitted Joint Ventures and Permitted Acquisitions) in an aggregate
amount, as valued at cost at the time each such Investment is made and including all related commitments for future advances, not exceeding
the Available Amount immediately prior to the time of the making of any such Investment,


 


(s)           (i) Investments
by Holdings or any Restricted Subsidiary (including Investments in Permitted Joint Ventures) in an amount not to exceed the greater
of $100,000,000 and 3.0% of Total Assets and (ii) other Investments; provided that (x) no Event of Default has occurred
and is continuing or would result therefrom and (y) immediately after giving effect to such Investment on a Pro Forma Basis, the
Total Net Leverage Ratio does not exceed 5.00:1.00,


 


(t)            Investments,
loans and advances by Holdings or any Restricted Subsidiary to any Captive Insurance Subsidiary in an amount equal to (A) the
capital required under the applicable laws or regulations of the jurisdiction in which such Captive Insurance Subsidiary is formed or
determined by independent actuaries as prudent and necessary capital to operate such Captive Insurance Subsidiary plus (B) any
reasonable general corporate and overhead expenses of such Captive Insurance Subsidiary,


 


(u)           any
Investment solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Borrower or Holdings (or any
other direct or indirect parent company of the Borrower),


 


(v)           Investments
in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar deposits
entered into as a result of the operations of the business in the ordinary course of business, and


 


(w)          Investments
by Holdings or any Restricted Subsidiary in the outstanding equity interests of Concentra held by unitholders other than Holdings
and its Restricted Subsidiaries as of the Closing Date; provided that (x) no Event of Default has occurred and is continuing or would
result therefrom and (y) immediately after giving effect to such Investment in Concentra on a Pro Forma Basis, the Total Net Leverage
Ratio does not exceed 6.50 to 1.00.


 


For
purposes of covenant compliance, the amount of any Investment outstanding at any time shall be the original cost of such Investment (without
adjustment for any increases or decreases in the value of such Investments), reduced by (except in the case of any Investments made using
the Available Amount pursuant to Section 6.04(r) and returns which are included in the Available Amount pursuant to the definition
thereof) any dividend, distribution, interest payment, return of capital, repayment or other amount received in cash by Holdings
or a Restricted Subsidiary in respect of such Investment.


 


SECTION 6.05     Asset
Sales. Holdings will not, and will not permit any Restricted Subsidiary to, sell, transfer, lease or otherwise dispose (whether effected
pursuant to a Division or otherwise) of any asset, including any Equity Interest owned by it (other than directors’ qualifying
Equity Interests or Equity Interests required by applicable law to be held by a Person other than Holdings or a Restricted Subsidiary),
nor will Holdings permit any Restricted Subsidiary to issue any additional Equity Interest in such Restricted Subsidiary (other than
to Holdings or another Restricted Subsidiary in compliance with Section 6.04) involving aggregate payments or consideration for
assets having a Fair Market Value in excess of $2,500,000 for any individual transaction or series of related transactions, except (in
each case, whether effected pursuant to a Division or otherwise):


 


(a)           sales,
transfers and dispositions of (i) inventory in the ordinary course of business and (ii) used, damaged, obsolete, worn out, negligible
or surplus equipment or property in the ordinary course of business,


 






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(b)           sales,
transfers and dispositions to Holdings or any Restricted Subsidiary; provided that any such sales, transfers or dispositions
involving a Non-Loan Party shall be made in compliance with Section 6.09,


 


(c)           sales,
transfers and dispositions of products, services or accounts receivable (including at a discount) in connection with the compromise, settlement
or collection thereof consistent with past practice,


 


(d)           sales,
transfers and dispositions of property to the extent such property constitutes an investment permitted by clauses (b), (h), (l) and
(n) of Section 6.04,


 


(e)           sale
and leaseback transactions permitted by Section 6.06,


 


(f)            dispositions
resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding
of, any property or asset of Holdings or any Restricted Subsidiary,


 


(g)           sales,
transfers and other dispositions of assets (other than Equity Interests in a Restricted Subsidiary unless all Equity Interests in such
Restricted Subsidiary are sold) that are not permitted by any other paragraph of this Section 6.05,


 


(h)           exchanges
of property for similar replacement property for fair value,


 


(i)            assets
set forth on Schedule 6.05,


 


(j)            the
sale or other disposition of Permitted Investments,


 


(k)           the
sale or disposition of any assets or property received as a result of a foreclosure by Holdings or any Restricted Subsidiary with
respect to any secured Investment or other transfer of title with respect to any secured Investment in default,


 


(l)            the
licensing of intellectual property in the ordinary course of business or in accordance with industry practice,


 


(m)          the
sale, lease, conveyance, disposition or other transfer of (a) the Equity Interests of, or any Investment in, any Unrestricted Subsidiary
or (b) Investments (other than Investments in any Restricted Subsidiary) made pursuant to clause (s) of Section 6.04,


 


(n)           surrender
or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind,


 


(o)           leases
or subleases to third persons in the ordinary course of business that do not interfere in any material respect with the business of Holdings
or any of its Restricted Subsidiaries,


 


(p)           the
sale of Equity Interests in joint ventures to the extent required by or made pursuant to, customary buy/sell arrangements entered into
in the ordinary course of business between the joint venture parties and sent forth in joint venture agreements, and


 


(r)            sales,
transfers and dispositions of non-core assets acquired after the Closing Date in a Permitted Acquisition or similar Investment so long
as the assets disposed of constituted less than 25% of the aggregate Fair Market Value of all assets acquired in such Investment;


 






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provided
that all sales, transfers, leases and other dispositions permitted hereby (other than those permitted by paragraphs (b), (c), (f),
(l), (n), (p) and (r) above) shall be made for fair value and (other than those permitted by paragraphs (b), (d), (h),
(l), (n), (p) and (r) above) for at least 75% cash consideration plus (for all such sales, transfers, leases and other
dispositions permitted hereby) an aggregate additional amount of non-cash consideration in the amount of $50,000,000 (it being understood
that for purposes of paragraph (a) above, accounts receivable received in the ordinary course and any property received in exchange
for used, obsolete, worn out or surplus equipment or property and any non-cash consideration that was actually converted into cash within
6 months following the applicable sale, transfer, lease or other disposition by Holdings or any of its Restricted Subsidiaries shall be
deemed to constitute cash consideration).








 


SECTION 6.06     Sale
and Leaseback Transactions. Holdings will not, and will not permit any Restricted Subsidiary to, enter into any arrangement, directly
or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or
hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose
or purposes as the property sold or transferred, except for (x) any such sale of any fixed or capital assets by Holdings or any
Restricted Subsidiary that is made for cash consideration in an amount not less than the fair value of such fixed or capital asset and
is consummated within 180 days after Holdings or such Restricted Subsidiary acquires or completes the construction of such fixed or capital
asset or (y) sale and leaseback transactions with respect to properties acquired after the Closing Date, where the Fair Market Value
of such properties in the aggregate does not to exceed the greater of $70,000,000 and 2.0% of Total Assets.


 


SECTION 6.07     Swap
Agreements. Holdings will not, and will not permit any Restricted Subsidiary to, enter into any Swap Agreement, except (a) Swap
Agreements entered into to hedge or mitigate risks to which Holdings or any Restricted Subsidiary has actual exposure (other than those
in respect of Equity Interests of Holdings or any of the Restricted Subsidiaries) and (b) Swap Agreements entered into in order
to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate
or otherwise) with respect to any interest-bearing liability or investment of Holdings, the Borrower or any Restricted Subsidiary.


 


SECTION 6.08     Restricted
Payments; Certain Payments of Indebtedness.


 


(a)            Holdings
will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted
Payment, or incur any obligation (contingent or otherwise) to do so, except:


 


(i)            the
Borrower may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and,
with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock,


 


(ii)            Restricted
Subsidiaries may declare and pay dividends ratably with respect to their capital stock, membership or partnership interests or other similar
Equity Interests,


 


(iii)          Holdings
may, or may declare and pay dividends or make other distributions to any Parent, the proceeds of which are used by a Parent to, purchase
or redeem Equity Interests of Holdings or a Parent acquired by current or former officers, employees, consultants or directors (or their
estates or beneficiaries under their estates) of such Parent, Holdings, the Borrower or any Restricted Subsidiary upon such Person’s
death, disability, retirement or termination of employment; provided that the aggregate amount of such purchases or redemptions
under this clause (iii) shall not exceed $15,000,000 in any fiscal year (and, to the extent that the aggregate amount of purchases
or redemptions made in any fiscal year pursuant to this clause (iii) is less than $15,000,000, the amount of such difference
may be carried forward and used for such purpose in the following fiscal year subject to an aggregate cap of $30,000,000 that may be expended
in any fiscal year),


 


(iv)          Holdings
may make Restricted Payments to a Parent to be used by such Parent solely to pay its franchise taxes and other fees required to maintain
its corporate existence and to pay for general corporate and overhead expenses (including salaries and other compensation of employees)
and other expenses in its capacity as the parent of Holdings incurred by Holdings or a Parent in the ordinary course of its business or
used to pay fees and expenses (other than to Affiliates) relating to any unsuccessful debt or equity financing; provided that such
Restricted Payments shall not exceed $5,000,000 in any fiscal year,





 



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(v)            with
respect to any taxable period (or portion thereof) with respect to which Holdings and/or any of its Subsidiaries are members of a consolidated,
combined or similar income tax group for U.S. federal and/or applicable state or local income tax purposes of which a Parent is the common
parent (a “Tax Group”), Holdings may make Restricted Payments to such Parent in an amount necessary to enable such
Parent to pay the portion of any consolidated, combined or similar U.S. federal, state or local income Taxes (as applicable) of such Tax
Group for such taxable period that are directly attributable to the taxable income of Holdings and/or its applicable Subsidiaries; provided
that the amount of any such Restricted Payments pursuant to this clause (v) shall not exceed the amount of such Taxes that Holdings
and/or its applicable Subsidiaries would have paid had Holdings and/or such Subsidiaries, as applicable, been a stand-alone corporate
taxpayer (or a stand-alone corporate group); provided, further, that the payment of Restricted Payments pursuant to this
clause (v) in respect of an Unrestricted Subsidiary shall be permitted only to the extent that cash distributions were, or will be
within 60 days of such payment, made by such Unrestricted Subsidiary to Holdings or any of its Restricted Subsidiaries for such purpose,








 


(vi)            cashless
repurchases of Equity Interests of Holdings deemed to occur upon exercise of stock options or warrants or upon vesting of common stock,
if such Equity Interests represent a portion of the exercise price or withholding obligations of such options, warrants or common stock,


 


(vii)           Holdings
and its Restricted Subsidiaries may make a payment of any dividend or other distribution or the consummation of any irrevocable redemption
within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of
declaration or notice, the dividend or redemption payment would have complied with the provisions of this Agreement (provided that
such date of declaration or giving of notice of redemption shall be deemed to be a Restricted Payment and shall utilize capacity under
another provision of this Section 6.08),


 


(viii)          [reserved],


 


(ix)            Holdings
may, or may make Restricted Payments to any Parent to enable such Parent to, pay dividends on its common stock in an aggregate amount
not to exceed $60,000,000 in any fiscal year,


 


(x)            Holdings
and the Restricted Subsidiaries may make additional Restricted Payments in an aggregate amount not exceeding the Available Amount immediately
prior to the time of the making of such Restricted Payment; provided that (x) no Event of Default has occurred and is continuing
or would result therefrom and (y) immediately after giving effect to such Restricted Payment on a Pro Forma Basis, the Total Net
Leverage Ratio does not exceed 5.75:1.00,


 


(xi)            Holdings
may make Restricted Payments to any Parent to pay any non-recurring fees, cash charges and cost expenses incurred in connection with the
issuance of Equity Interests or Indebtedness, in each case only to the extent that such transaction is not consummated,


 


(xii)           Holdings
and its Restricted Subsidiaries may make additional Restricted Payments in an aggregate amount not to exceed the greater of $50,000,000
and 1.5% of Total Assets (together with the aggregate amount of any prepayments, redemptions, defeasances, repurchases or other retirement
of Specified Indebtedness under Section 6.08(b)(iv)); provided that no Event of Default has occurred and is continuing or
would result therefrom,


 


(xiii)           Holdings
and its Restricted Subsidiaries may make other Restricted Payments; provided that (x) no Event of Default has occurred and
is continuing or would result therefrom and (y) immediately after giving effect to such Restricted Payment on a Pro Forma Basis,
the Total Net Leverage Ratio does not exceed 5.00:1.00,


 


(xiv)           Holdings
and its Restricted Subsidiaries may make payments for the repurchase of Equity Interests deemed to occur upon the exercise of options,
rights or warrants to the extent such Equity Interests represent a portion of the exercise price of those options, rights or warrants,
and


 






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(xv)          Holdings
and its Restricted Subsidiaries may make cash payments in lieu of fractional shares issuable as dividends on common stock, preferred stock
or upon the conversion of any convertible debt securities of Holdings and its Restricted Subsidiaries.








 


and
provided, further, that cancellation of Indebtedness owing to Holdings or any Restricted Subsidiary from members
of management of Holdings, any of Holdings’ direct or indirect parent companies or any of Holdings’ Restricted Subsidiaries
in connection with a repurchase of Equity Interests of any of Holdings’ direct or indirect parent companies will not be deemed to
constitute a Restricted Payment.


 


(b)            Holdings
will not, and will not permit any Restricted Subsidiary to, make, directly or indirectly, any payment or other distribution (whether in
cash, securities or other property) of or in respect of principal of or interest on, or any payment or other distribution (whether in
cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of any Permitted Debt (other than Permitted Debt secured on a pari passu basis with the
Obligations) or any Subordinated Indebtedness (other than the intercompany loans among Restricted Subsidiaries and Holdings) (“Specified
Indebtedness”), except:


 


(i)           payment
of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness, other than, in the case of Subordinated
Indebtedness, as prohibited by the subordination provisions thereof,


 


(ii)           the
conversion or exchange of any Specified Indebtedness into, or redemption, repurchase, prepayment, defeasance or other retirement of any
such Indebtedness with the Net Proceeds of the issuance by Holdings or a Parent of Equity Interests (or capital contributions in respect
thereof) of Holdings or a Parent after the Closing Date to the extent not Otherwise Applied, plus any fees and expenses in connection
with such conversion, exchange, redemption, repurchase, prepayment, defeasance or other retirement,


 


(iii)           the
prepayment, redemption, defeasance, repurchase or other retirement of Specified Indebtedness for an aggregate purchase price not to exceed
the Available Amount; provided that (x) no Event of Default has occurred and is continuing or would result therefrom and (y) immediately
after giving effect to such prepayment, redemption, defeasance, repurchase or other retirement of Specified Indebtedness on a Pro Forma
Basis, the Total Net Leverage Ratio does not exceed 5.75:1.00,


 


(iv)           Holdings
and its Restricted Subsidiaries may make additional prepayments, redemptions, defeasances, repurchases or other retirement of Specified
Indebtedness in an aggregate amount not to exceed $50,000,000 (together with the aggregate amount of any Restricted Payments made under
clause Section 6.08 (a)(xii)); provided that no Event of Default has occurred and is continuing or would result therefrom,


 


(v)           other
prepayments, redemptions, defeasances, repurchases or other retirement of Specified Indebtedness; provided that (x) no Event
of Default has occurred and is continuing or would result therefrom and (y) immediately after giving effect to such prepayment, redemption,
defeasance, repurchase or other retirement of Specified Indebtedness on a Pro Forma Basis, the Total Net Leverage Ratio does not exceed
5.75:1.00, and


 


(vi)           refinancings
of Indebtedness to the extent the Indebtedness being incurred in connection with such refinancing is permitted by Section 6.01.











 






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SECTION 6.09     Transactions
with Affiliates. Holdings will not, and will not permit any Restricted Subsidiary to, sell, lease, transfer or otherwise dispose
of any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions
with, any of its Affiliates, involving aggregate payments or consideration in excess of $5,000,000 for any individual transaction or
series of related transactions, except:


 


(a)            transactions
that are at prices and on terms and conditions, taken as a whole, not materially less favorable to Holdings or such Restricted
Subsidiary than could reasonably be obtained on an arm’s-length basis from unrelated third parties,


 


(b)            (i) transactions
between or among Holdings, the Borrower, and any Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as a result
of such transaction, and (ii) transactions between or among Holdings and a Person (other than an Unrestricted Subsidiary of
Holdings) that is an Affiliate of Holdings solely because Holdings owns, directly or through a Restricted Subsidiary, an Equity Interest
in, or controls, such Person,


 


(c)            any
Investment permitted under Section 6.04(d), 6.04(e), 6.04(g) or 6.04(m),


 


(d)            any
Indebtedness permitted under Section 6.01(a)(v) and Section 6.01(a)(xii),


 


(e)            any
Restricted Payment permitted under Section 6.08,


 


(f)            loans
or advances to employees permitted under Section 6.04(j),


 


(g)            any
lease entered into between Holdings or any Restricted Subsidiary, as lessee, and any of the Affiliates of Holdings or entity controlled
by such Affiliates, as lessor, which is approved in good faith by a majority of the disinterested members of the Board of Directors of
the Borrower,


 


(h)            [reserved],


 


(i)            any
contribution to the capital of Holdings directly or indirectly by the Permitted Holders or any purchase of Equity Interests of Holdings
by the Permitted Holders not prohibited by this Agreement,


 


(j)            the
payment of reasonable fees to current and former directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees
of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided
for the benefit of, current and former directors, officers or employees of Holdings, the Borrower or any Restricted Subsidiary in the
ordinary course of business,


 


(k)            any
issuances of Equity Interests, securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding
of, employment agreements, stock options and stock ownership plans approved by the Borrower’s or Holdings’ Board of Directors
(or a committee thereof),


 


(l)            transactions
pursuant to agreements set forth on Schedule 6.09 and any amendments thereto to the extent such amendments are not materially
less favorable to Holdings or such Restricted Subsidiary than those provided for in the original agreements,


 


(m)            any
employment, change of control and severance arrangements entered into in the ordinary course of business and approved by the Borrower’s
or Holdings’ Board of Directors (or a committee thereof) between a Parent, Holdings, the Borrower or any Restricted Subsidiary and
any employee thereof,


 


(n)            payments
by Holdings or any of its Restricted Subsidiaries of reasonable insurance premiums to, and any borrowings or dividends received
from, any Captive Insurance Subsidiary,


 


(o)            transactions
with customers, suppliers, contractors, joint venture partners or purchasers or sellers of goods or services, in each case which are in
the ordinary course of business (including, without limitation, pursuant to joint venture agreements) and otherwise in compliance with
the terms of this Agreement,


 






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(p)            the
entering into of any tax sharing agreement or arrangement with Holdings or any direct or indirect parent company of the Borrower and any
payments thereunder by the Borrower or any of its Restricted Subsidiaries to Holdings or any Parent to the extent permitted by Section 6.08(a)(v),


 


(q)            the
performance by the Borrower and its Restricted Subsidiaries of their obligations under the Services Agreement as in effect as of the Closing
Date with modifications if not materially adverse to Lenders and any payments under the Shared Services Agreement between Select Medical
Corporation and Concentra dated as of June 1, 2015 to Concentra Holding, Inc. and Concentra,


 


(r)            the
issuance of Equity Interests (other than Disqualified Stock) (i) of Holdings to Affiliates of Holdings or (ii) of Holdings
or any Restricted Subsidiary for compensation purposes,


 


(s)            intellectual
property licenses in the ordinary course of business,


 


(t)            any
customary management services agreements or similar agreements between Holdings or any other Subsidiary and any Consolidated Practice
or Permitted Joint Ventures, and


 


(u)            transactions
in which Holdings or any Restricted Subsidiary delivers to the Administrative Agent a letter from an accounting, appraisal or investment
banking firm of national standing stating that such transaction is fair to Holdings or such Restricted Subsidiary from a financial point
of view or stating that the terms are not materially less favorable, when taken as a whole, than those that might reasonably have been
obtained by Holdings or such Restricted Subsidiary in a comparable transaction at such time on an arm’s-length basis from unrelated
third parties.


 


SECTION 6.10     Restrictive
Agreements.


 


(a)            Subject
to clauses (b) through (d) below, Holdings will not, and will not permit any Restricted Subsidiary to, directly or indirectly,
enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the
ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or
assets or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its
capital stock or to make or repay loans or advances to Holdings or any other Restricted Subsidiary or to Guarantee Indebtedness of Holdings
or any other Restricted Subsidiary.


 


(b)            The
foregoing clause (a) shall not apply to restrictions and conditions (i) imposed by law or by any Loan Document, documentation
governing the Existing Senior Notes, any of the Concentra Specified Documents or documentation governing any Permitted Debt, documentation
governing any Permitted Refinancing (provided that such restrictions are not materially more restrictive (as determined in good
faith by Holdings), taken as a whole, than those contained in such agreements governing the Indebtedness being refinanced), or Indebtedness
of a Foreign Subsidiary permitted to be incurred under this Agreement (provided that such restrictions shall apply only to such
Foreign Subsidiary), (ii) existing on the date hereof identified on Schedule 6.10 (and shall not apply to any extension or
renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) contained in agreements
relating to the sale of property and/or assets, including the Equity Interests of a Restricted Subsidiary, pending such sale; provided
such restrictions and conditions apply only to property and/or assets, including the Equity Interests of a Restricted Subsidiary, that
is to be sold and such sale is permitted hereunder, (iv) contained in agreements relating to the acquisition of property; provided
that such restrictions and conditions apply only to the property so acquired and were not created in connection with or in anticipation
of such acquisitions, (v) imposed on any Consolidated Practice by (and for the benefit of) any Loan Party, (vi) imposed by any
customary provisions restricting assignment of any agreement entered into the ordinary course of business, (vii) in favor of Holdings
or any Restricted Subsidiary and (viii) imposed by any of the documentation governing the Existing Concentra Revolving Facility.


 






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(c)            The
foregoing clause (a)(i) shall not apply to restrictions or conditions (i) imposed by any agreement relating to Secured Indebtedness
permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness or (ii) imposed
by customary provisions in leases restricting the assignment thereof.





 


(d)            The
foregoing clause (a) shall not apply (x) to customary provisions in joint venture agreements, partnership agreements, limited
liability company agreements and other similar agreements, relating to purchase options, restrictions on transfer, rights of first refusal
or call or similar rights of a third party that owns Equity Interests in such joint venture or (y) to customary restrictions on leases,
subleases, licenses, cross-licenses, sublicenses, sale lease back agreements, stock sale agreements, asset sale agreements and other similar
agreements otherwise permitted hereby so long as such restrictions relate solely to the property interest, rights or the assets subject
thereto.


 


(e)            For
purposes of determining compliance with this Section 6.10, (i) the priority of any preferred stock in receiving dividends or
liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction
on the ability to make distributions on Equity Interests and (ii) the subordination of loans or advances made to Holdings or a Restricted
Subsidiary of Holdings to other Indebtedness incurred by Holdings or any such Restricted Subsidiary shall not be deemed a restriction
on the ability to make loans or advances.


 


SECTION 6.11     Amendment
of Material Documents. Holdings will not, and will not permit any Restricted Subsidiary to, amend, modify or waive any of its rights
under (a) the documentation governing the Existing Senior Notes or (b) its certificate of incorporation, by-laws or other organizational
documents, in each case to the extent such amendment, modification or waiver would be materially adverse to the Lenders.


 


SECTION 6.12     Financial
Covenant. On any Compliance Date on or after the Amendment No. 3 Effective Date, the Borrower will not permit the Total Net
Leverage Ratio as of such Compliance Date to be greater than 7.00 to 1.00 (the “Financial Covenant”).


 


The provisions of this Section 6.12 are for
the benefit of the Revolving Lenders only and the Required Revolving Lenders may amend, waive or otherwise modify this Section 6.12
or the defined terms used for purposes of this Section 6.12 or waive any Default or Event of Default resulting from a breach of this
Section 6.12 in accordance with the provisions of Section 9.02.


 


SECTION 6.13     Fiscal
Year. Holdings will not, and will not permit any Restricted Subsidiary to, change its fiscal year.


 


ARTICLE VII


 


Events of Default


 


SECTION 7.01     Events
of Default. If any of the following events (any such event, an “Event of Default”) shall occur:


 


(a)            the
Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the
same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise,


 


(b)            the
Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in paragraph (a) of
this Section 7.01) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and
such failure shall continue unremedied for a period of five (5) Business Days,


 






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(c)            any
representation or warranty made or deemed made by or on behalf of Holdings, the Borrower or any Subsidiary Loan Party in or in connection
with any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement
or other document furnished pursuant to or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder,
shall prove to have been incorrect in any material respect (except to the extent any such representation or warranty is qualified by “materially”,
 “Material Adverse Effect” or a similar term, in which case such representation or warranty shall prove to have been incorrect
in any respect) when made or deemed made,





 


(d)            the
Borrower or Holdings, fails to (or, to the extent applicable, fails to cause any Restricted Subsidiary to) observe or perform any covenant,
condition or agreement contained in Section 5.02, 5.04 (solely with respect to the existence of the Borrower), 5.11 or in Article VI;
provided that the Financial Covenant is subject to cure pursuant to Section 7.02; provided, further, that the
Borrower’s failure to comply with the Financial Covenant shall not constitute an Event of Default with respect to any Term Loans
and the Term Lenders shall not be permitted to exercise any remedies with respect to an uncured breach of the Financial Covenant unless
and until the Required Revolving Lenders shall have terminated their Revolving Commitments and declared all amounts outstanding thereunder
to be immediately due and payable hereunder,


 


(e)            Holdings,
the Borrower or any Subsidiary Loan Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan
Document (other than those specified in paragraph (a), (b) or (d) of this Section 7.01), and such failure shall continue
unremedied for a period of 30 days after receipt by the Borrower of notice thereof from the Administrative Agent (which notice will be
given at the request of any Lender),


 


(f)            Holdings,
the Borrower or any Restricted Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in
respect of any Material Indebtedness (other than Indebtedness hereunder), when and as the same shall become due and payable (after giving
effect to any applicable grace period),


 


(g)            any
event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits
(with the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its
or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof,
prior to its scheduled maturity (other than, with respect to Indebtedness consisting of Swap Agreements, as a result of any termination
events or equivalent events (other than any additional termination events (or equivalent events)) and not as a result of any other default
thereunder by any Loan Party); provided that this paragraph (g) shall not apply to Secured Indebtedness that becomes due as
a result of the voluntary sale or transfer of the property or assets (to the extent not prohibited under this Agreement) securing such
Indebtedness; provided, further, that such failure is unremedied and is not waived by the holders of such Indebtedness prior
to any termination of the Commitments or acceleration of the Loans hereunder,


 


(h)            an
involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other
relief in respect of Holdings, the Borrower or any Restricted Subsidiary or its debts, or of a substantial part of its assets, under any
federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment
of a receiver, trustee, custodian, sequestrator, conservator or similar official for Holdings, the Borrower or any Restricted Subsidiary
or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or
an order or decree approving or ordering any of the foregoing shall be entered,


 


(i)            Holdings,
the Borrower or any Restricted Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation,
reorganization or other relief under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter
in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition
described in paragraph (h) of this Section 7.01, (iii) apply for or consent to the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for Holdings, the Borrower or any Restricted Subsidiary or for a substantial
part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding,
(v) make a general assignment for the benefit of creditors or (vi) take any formal action for the purpose of effecting any of
the foregoing,


 






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(j)            one
or more judgments for the payment of money (to the extent not paid or covered by independent third-party insurance as to which the insurer
has been notified of such judgment or order and has not denied coverage) in an aggregate amount in excess of $75,000,000 shall be rendered
against Holdings, the Borrower, any Restricted Subsidiary or any combination thereof and the same shall remain undischarged for a period
of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor
to attach or levy upon any assets of Holdings, the Borrower or any Restricted Subsidiary to enforce any such judgment,


 


(k)            (i) an
ERISA Event occurs that, when taken together with all other ERISA Events that have occurred, has resulted or would reasonably be expected
to result in a Material Adverse Effect, or (ii) a Loan Party or any ERISA Affiliate fails to pay when due, after the expiration of
any applicable grace period, any installment payment with respect to its Withdrawal Liability under Section 4201 of ERISA under a
Multiemployer Plan which has resulted or would reasonably be expected to result in liability of a Loan Party or an ERISA Affiliate in
an aggregate amount which would reasonably be expected to result in a Material Adverse Effect,


 


(l)            any
Lien purported to be created under any Security Document shall cease to be, or shall be asserted by any Loan Party not to be, a valid
and perfected Lien on any Collateral with a fair value in excess of $75,000,000 with the priority required by the applicable Security
Document, except (i) as a result of the sale or other disposition of the applicable Collateral in a transaction permitted under the
Loan Documents or (ii) as a result of the Administrative Agent’s failure to maintain possession of any stock certificates,
promissory notes or other instruments delivered to it under the Collateral Agreement,


 


(m)            any
Loan Document shall for any reason be asserted by any Loan Party not to be a legal, valid and binding obligation of any party thereto,


 


(n)            the
Guarantees of the Obligations by Holdings and the Subsidiary Loan Parties pursuant to the Collateral Agreement shall cease to be in full
force and effect (other than in accordance with the terms of the Loan Documents) or shall be asserted by Holdings, the Borrower or any
Subsidiary Loan Party not to be in effect or not to be legal, valid and binding obligations, or


 


(o)            a
Change of Control shall occur,


 


then, and in every such event (other than an event with respect to
the Borrower described in paragraph (h) or (i) of this Section 7.01), and at any time thereafter during the continuance
of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take any or
all of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall
terminate immediately, (ii) require that the Borrower cash collateralize the LC Exposure in a face amount equal to 103% of the outstanding
amount of the applicable LC Exposure in respect thereof and (iii) declare the Loans then outstanding to be due and payable in whole
(or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and
thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other
obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in
paragraph (h) or (i) of this Section 7.01, the Commitments shall automatically terminate and the principal of the Loans
then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically
become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.


 


Notwithstanding anything to the contrary, if the
only Events of Default then having occurred and continuing are pursuant to a failure to observe the Financial Covenant (which has not
become an Event of Default with respect to the Term Loans pursuant to Section 7.01(d)), such Events of Default shall not constitute
an Event of Default for purposes of any Term Loan (or any other Facility other than the Revolving Commitment) and the Lenders and the
Administrative Agent shall only take the actions set forth in this Section 7.01 at the request of the Required Revolving Lenders
(as opposed to Required Lenders) and only with respect to the Revolving Commitments and the extensions of credit thereunder.


 






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SECTION 7.02     Borrower’s
Right to Cure.


 


(a)            Notwithstanding
anything to the contrary contained in Section 7.01, in the event that the Borrower fails to comply with the requirements of the Financial
Covenant on any Compliance Date (a “Financial Covenant Default”), on or after the first day of the most recently ended
fiscal quarter included in the Test Period ending on such Compliance Date until the date that is 10 Business Days subsequent to the date
on which financial statements with respect to the fiscal period for such Financial Covenant is being measured are required to be delivered
pursuant to Section 5.01, Holdings shall have the right to issue Equity Interests (other than Disqualified Stock) (or any other contribution
to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent), the proceeds
of which Holdings will contribute in cash to the Borrower as common equity or other equity on terms reasonably acceptable to the Administrative
Agent (collectively, the “Cure Right”); provided that at the Borrower’s option, the Borrower may elect
to exercise such Cure Right prior to the date of the delivery of the applicable financial statements if the Borrower reasonably determines
that it will fail to comply with the requirements of the Financial Covenant upon the delivery of such financial statements, and upon the
receipt by the Borrower of such cash (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right,
the Financial Covenant shall be recalculated giving effect to the following pro forma adjustments:


 


(i)            Consolidated
EBITDA shall be increased, solely for the purpose of measuring the Financial Covenant at the end of the applicable fiscal period and applicable
subsequent periods which include such fiscal period and not for any other purpose under this Agreement, by an amount equal to the Cure
Amount; and


 


(ii)            if,
after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the Financial Covenant,
the Borrower shall be deemed to have satisfied the requirements of the Financial Covenant as of the relevant date of determination with
the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial
Covenant that had occurred shall be deemed cured for the purposes of this Agreement.


 


(b)            Notwithstanding
anything herein to the contrary, (a) in each four-fiscal-quarter period there shall be at least two fiscal quarters in which the
Cure Right is not exercised and no more than five (5) Cure Rights shall be exercised during the Revolving Availability Period, (b) the
Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (c) the Cure Amount
shall be set forth in an officer’s certificate delivered to the Administrative Agent.


 


(c)            The
Cure Right and the effects thereof on determining pricing, financial ratio-based conditions (other than for determining actual compliance
with Section 6.12) or any baskets with respect to covenants will be disregarded for all other purposes under the Loan Documents,
including, without limitation, for purposes of calculating the leverage ratios as a threshold for permitted exceptions to any affirmative
and negative covenants; provided that the reduction in the outstanding principal balance of the Loans due to the application of
the proceeds of an the exercise of a Cure Right pursuant to Section 2.11 shall not be taken into account for purposes of determining
compliance with the Financial Covenant for the measurement period ending on the last day of the applicable fiscal quarter and the next
three measurement periods. In addition, exercise of the Cure Right shall not result in any adjustment to any amounts (including the amount
of Indebtedness) or increase in cash (and shall not be included for purposes of determining pricing, mandatory prepayments and the availability
or amount permitted pursuant to any covenant under Article VI or the Available Amount).


 






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(d)            So
long as the Borrower is entitled to exercise a Cure Right pursuant to the foregoing terms and provisions of this Section 7.02, neither
Administrative Agent nor any Lender shall impose default interest, accelerate the Obligations or exercise any enforcement remedy against
any Loan Party or any of its Subsidiaries or any of their respective properties solely on the basis of the applicable Financial Covenant
Default; provided that until timely receipt of the Cure Amount, an Event of Default shall be deemed to exist for all other purposes
of this Agreement, including, without limitation, any term or provision of any Loan Document which prohibits any action to be taken by
a Loan Party or any of its Subsidiaries during the existence of an Event of Default; provided, further, that notwithstanding
the foregoing, upon a deemed cure pursuant to Section 7.02(c), the requirements of the applicable Financial Covenant shall be deemed
to have been satisfied as of the applicable fiscal quarter with the same effect as though there had been no Financial Covenant Default
(and any other Default arising solely as a result thereof) at such date or thereafter.








 


SECTION 7.03     Exclusion
of Immaterial Subsidiaries. Solely for the purposes of determining whether a Default has occurred under clause (h) or (i) of
Section 7.01, any reference in any such clause to any Restricted Subsidiary shall be deemed not to include any Restricted Subsidiary
affected by any event or circumstance referred to in any such clause that did not, as of the last day of the fiscal quarter of Holdings
most recently ended, have assets with a value in excess of 5% of the Total Assets of Holdings and the Restricted Subsidiaries or 5% of
the total revenues of Holdings and the Restricted Subsidiaries as of such date; provided that if it is necessary to exclude more
than one Restricted Subsidiary from clause (h) or (i) of Section 7.01 pursuant to this Section 7.03 in order to avoid
an Event of Default thereunder, all excluded Restricted Subsidiaries shall be considered to be a single consolidated Restricted Subsidiary
for purposes of determining whether the condition specified above is satisfied.


 


ARTICLE VIII


 


The Agents


 


SECTION 8.01     The
Agents. Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent and Collateral Agent as its
agent and authorizes the Administrative Agent and Collateral Agent to take such actions on its behalf and to exercise such powers as
are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers
as are reasonably incidental thereto. For purposes of this Article VIII, all references to the Administrative Agent shall be deemed
to be references to both the Administrative Agent and the Collateral Agent. The Administrative Agent shall act as the Collateral Agent
under the Loan Documents.


 


The bank serving as the Administrative Agent hereunder
shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not
the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of
business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder, and without
any duty to account therefor to the Lenders.


 


The Administrative Agent shall not have any duties
or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the
Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default
has occurred and is continuing, (b) each Lender agrees (i) that the use of the term “agent” herein or in any other
Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied or express obligations
arising under agency doctrine of any applicable law, and is used solely as a matter of market custom to reflect an exclusively administrative
relationship between contracting parties, and (ii) that it will not assert any claim against the Administrative Agent based on an
alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and the transactions contemplated hereby,
(c) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in
writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances
as provided in Section 2.05(j) and Section 9.02), and (d) except as expressly set forth in the Loan Documents, the
Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating
to Holdings, the Borrower or any of the Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or
any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent
or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances
as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall
be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by Holdings,
the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any
statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report
or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements
or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any
Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV
or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.


 






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The Administrative Agent shall be entitled to rely
upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or
other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely
upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability
for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants
and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any
such counsel, accountants or experts.


 


The Administrative Agent may perform any and all
its duties and exercise its rights and powers by or through any one or more subagents appointed by the Administrative Agent; provided,
however, that the Loan Parties shall make all payments under any Loan Document directly to the Administrative Agent. The Administrative
Agent and any such subagent may perform any and all its duties and exercise its rights and powers through their respective Related Parties.
The exculpatory provisions of the preceding paragraphs shall apply to any such subagent and to the Related Parties of each Administrative
Agent and any such subagent, and shall apply to their respective activities in connection with the syndication of the credit facilities
provided for herein as well as activities as Administrative Agent.


 


The Administrative Agent may resign at any time
by notifying the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in
consultation with the Borrower, to appoint a successor who shall either be (i) a “U.S. person” and a “financial
institution” within the meaning of United States Treasury Regulations Section 1.1441-1 or (ii) a U.S. branch of a non-U.S.
financial institution that has agreed to be treated as a “United States person” within the meaning of Section 7701(a)(30)
of the Code. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the
Lenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or
an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative
Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the
Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect
for the benefit of such retiring Administrative Agent, its subagents and their respective Related Parties in respect of any actions taken
or omitted to be taken by any of them while it was acting as Administrative Agent.


 


Each Lender and Issuing Bank (i) represents
that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business, and that it is capable of
evaluating and understanding the terms, conditions and risks of becoming a Lender and/or Issuing Bank, as applicable, under this Agreement,
including in the context of related transactions to be entered into by the Borrower, and multiple roles to be performed by the Administrative
Agent or its Affiliates, in connection herewith or therewith, and (ii) acknowledges that it has, independently and without reliance
upon the Administrative Agent, any Arranger or any other Lender, and any of their respective Related Parties and based on such documents
and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement, and will, independently
and without reliance upon the Administrative Agent, any Arranger or any other Lender and any of their respective Related Parties and based
on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not
taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or
thereunder.


 






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Each Lender irrevocably agrees that the Administrative
Agent may enter into any and all documents with respect to Collateral and the rights of the Secured Parties with respect thereto (including
any First Lien Intercreditor Agreement or Junior Lien Intercreditor Agreement, if applicable, and any release pursuant to Section 9.15
hereof) as contemplated by and in accordance with the provisions of this Agreement and the Security Documents without any further consent
from any Secured Party and bind the Secured Parties thereby, which terms shall be reasonably satisfactory to Administrative Agent.





 


No Person named as an Arranger, bookrunner, Co-Syndication
Agent or Co-Documentation Agent in this Agreement shall have any liability under this Agreement or any other Loan Document in its capacity
as such.


 


SECTION 8.02     Withholding
Taxes. To the extent required by any applicable laws, the Administrative Agent may withhold from any payment to any Lender an amount
equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of Section 2.17, each Lender shall indemnify
and hold harmless the Administrative Agent against, within 10 days after written demand therefor, any and all Taxes and any and all related
losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred
by or asserted against the Administrative Agent by the IRS or any other Governmental Authority as a result of the failure of the Administrative
Agent to properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including, without limitation, because
the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of
a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective). A certificate as to the amount
of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender
hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement
or any other Loan Document against any amount due the Administrative Agent under this Section 8.02. The agreements in this Section 8.02
shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender,
the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations. For purposes of this Section 8.02,
the term “Lender” includes any Issuing Bank.


 


SECTION 8.03     Certain
ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to,
and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto,
for the benefit of the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan
Party, that at least one of the following is and will be true:


 


(i) such Lender is not using “plan
assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s
entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments or this Agreement,


 


(ii) the transaction exemption set
forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional
asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class
exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions
involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers)
is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the
Letters of Credit, the Commitments and this Agreement,


 


(iii) (A) such
Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE
84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate
in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements
of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements
of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in,
administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or


 






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(iv) such other representation,
warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.








 


(b)            In
addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or
(2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately
preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to,
and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto,
for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan
Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance
into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including
in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any
documents related hereto or thereto).


 


ARTICLE IX


 


Miscellaneous


 


SECTION 9.01     Notices.


 


(a)            Except
in the case of notices and other communications expressly permitted to be given by telephone (and subject to clause (b) below), all
notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service,
mailed by certified or registered mail or sent by telecopy, as follows:


 


(i)            if
to the Borrower, to Select Medical Corporation, 4716 Old Gettysburg Road, P.O. Box 2034, Mechanicsburg, PA 17055, Attention: Michael
E. Tarvin (Telecopy No. (717) 975-9981);


 


(ii)            if
to the Administrative Agent, (A) JPMorgan Chase Bank, N.A., 500 Stanton Christiana Rd., NCC5 / 1st Floor, Newark, DE 19713, Attention:
Loan & Agency Services Group, Tel: 302-634-1980, Fax: 302-634-3301, Email: jacqueline.l.zellman@jpmorgan.com, (B) for
agency withholding tax inquires: Email: agency.tax.reporting@jpmorgan.com and (C) for agency compliance/financials/Intralinks:
Email: covenant.compliance@jpmchase.com,


 


(iii)            if
to the Issuing Bank, to JPMorgan Chase Bank, N.A., 10420 Highland Manor Dr. 4th Floor, Tampa, FL 33610, Attention: Standby LC Unit,
Tel: 800-364-1969, Fax: 856-294-5267, Email: gts.ib.standby@jpmchase.com, with a copy to JPMorgan Chase Bank, N.A., 500 Stanton
Christiana Rd., NCC5 / 1st Floor, Newark, DE 19713, Attention: Loan & Agency Services Group, Tel: 302-634-1980, Fax: 302-634-3301,
Email: jacqueline.l.zellman@jpmorgan.com,


 


(iv)            if
to the Collateral Agent, to JPMorgan Chase & Co., CIB DMO WLO, Mail code NY1-C413, 4 CMC, Brooklyn, NY, 11245-0001, Email: ib.collateral.services@jpmchase.com,
and


 


(v)            if
to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.


 


(b)            Notices
and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved
by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise
agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to
accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided
that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes,
(i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement
from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written
acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the
deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such
notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and
(ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice
or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.


 






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(c)            Any
party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the Administrative
Agent (and, in the case of the Administrative Agent, by written notice to the Borrower). All notices and other communications given to
any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.


 


SECTION 9.02     Waivers;
Amendments.


 


(a)            No
failure or delay by the Administrative Agent, the Issuing Bank, the Collateral Agent or any Lender in exercising any right or power hereunder
or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power,
or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Bank, the Collateral Agent and
the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would
otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event
be effective unless the same shall be permitted by paragraph (b) of this Section 9.02, and then such waiver or consent shall
be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the
making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative
Agent, any Lender, the Collateral Agent or the Issuing Bank may have had notice or knowledge of such Default at the time.


 


(b)            Except
as provided in Section 2.20 with respect to an Additional Credit Extension Amendment (or to give effect to any restatement of this
Agreement, the substantive terms of which are otherwise permitted hereby), neither this Agreement nor any other Loan Document nor any
provision hereof or thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements
in writing entered into by Holdings, the Borrower and the Required Lenders or, in the case of any other Loan Document, pursuant to an
agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties thereto,
in each case with the consent of the Required Lenders; provided that no such agreement shall


 


(i)            increase
the Commitment of any Lender without the written consent of such Lender (it being understood that a waiver of any condition precedent
set forth in Section 4.02 or of any Default or mandatory prepayment or mandatory reduction of any Commitments shall not constitute
an increase of any Commitment of any Lender),


 


(ii)            reduce
the principal amount of any Loan or LC Disbursement or, except as provided in Section 2.14, reduce the rate of interest thereon,
or reduce any fees payable hereunder, without the written consent of each Lender directly and adversely affected thereby, it being understood
that any change to the definition of “First Lien Net Leverage Ratio”, “Secured Net Leverage Ratio” or “Total
Net Leverage Ratio” or, in each case, in the component definitions thereof shall not constitute a reduction in any rate of interest;
provided that, for the avoidance of doubt, only the consent of the Required Lenders shall be necessary to amend Section 2.13(c) or
to waive any obligation of the Borrower to pay interest thereunder,


 


(iii)            postpone
the maturity of any Loan, or any scheduled date of payment of the principal amount of any Loan, the required date of reimbursement of
any LC Disbursement, or any date for the payment of any interest or fees payable hereunder, or reduce the amount of, waive or excuse any
such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly and
adversely affected thereby,


 






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(iv)            change
Section 2.18(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the
written consent of each Lender adversely affected thereby,





 


(v)            change
any of the provisions of this Section 9.02 or the percentage set forth in the definition of “Required Lenders”, “Required
Revolving Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders (or Lenders of any
Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the
written consent of each Lender (or each Lender of such Class, as applicable),


 


(vi)            release
Holdings or any Subsidiary Loan Party from its Guarantee under the Collateral Agreement (except as provided in Section 9.15 or in
the Collateral Agreement) or limit its liability in respect of such Guarantee, without the written consent of each Lender,


 


(vii)            release
all or substantially all the Collateral from the Liens of the Security Documents (except as provided in Section 9.15 or in the Collateral
Agreement), without the written consent of each Lender,


 


(viii)            change
any provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding
Loans of any Class differently than those holding Loans of any other Class, without the written consent of Lenders holding a majority
in interest of the outstanding Loans and unused Commitments of each adversely affected Class; provided, that, the changes
described in this clause (viii) shall not require the consent of any Lenders other than the Lenders holding a majority in interest
of the outstanding Loans and unused Commitments of each adversely affected Class,


 


(ix)            expressly
change or waive any condition precedent in Section 4.02 to any Revolving Borrowing, including, without limitation, the related defined
terms therein to the extent applicable to such section, without the written consent of the Required Revolving Lenders,


 


(x)            amend,
waive or otherwise modify (a) the Financial Covenant and (b) Section 7.02, and in each case, any definition related thereto
(as any such definition is used therein) or waive any Default or Event of Default resulting from a failure to perform or observe the Financial
Covenant (including any related Default or Event of Default under Section 5.01) or Section 7.02 without the written consent
of the Required Revolving Lenders; provided, that, the amendments, waivers or modifications described in this clause (x) shall
not require the consent of any Lenders other than the Required Revolving Lenders, or


 


(xi)            change
the definition of “Obligations”, “Cash Management Obligations”, “Secured Hedge Agreement” or “Qualified
Counterparty” in any way, without the written consent of each Lender directly and adversely affected thereby,


 


provided,
further, that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent
or the Issuing Bank without the prior written consent of the Administrative Agent or the Issuing Bank, as applicable, and (B) any
waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of a particular
Class of Lenders (but not any other Lenders) may be effected by an agreement or agreements in writing entered into by Holdings, the
Borrower and requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this
Section 9.02(b) if such Class of Lenders were the only Class of Lenders hereunder at the time. As it relates to rights
of the Issuing Bank, (a) the definition of “Letter of Credit Sublimit” may be amended to increase the amount thereof
to an amount equal to no more than 50% of the aggregate principal amount of the Revolving Commitments (as in effect as of the date thereof)
with only the written consent of the Issuing Bank, the Administrative Agent and the Borrower and (b) this Agreement may be amended
to adjust the mechanics related to the issuance of Letters of Credit, including mechanical changes relating to the existence of multiple
Issuing Banks, with only the written consent of the Administrative Agent, the applicable Issuing Bank and the Borrower, so long as the
obligations of the Revolving Lenders, if any, who have not executed such amendment, and if applicable, the other Issuing Banks, if any,
who have not executed such amendment, are not adversely affected thereby. No Lender consent is required to effect an Additional Credit
Extension Amendment (except as expressly provided in Sections 2.20 or 2.21 as applicable). In connection with any proposed amendment,
modification, waiver or termination (a “Proposed Change”) requiring the consent of all Lenders or all adversely affected
Lenders, if the consent of the Required Lenders to such Proposed Change is obtained, but the consent to such Proposed Change of other
Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in this Section 9.02(b) being
referred to as a “Non-Consenting Lender”), then, at the Borrower’s request, any Lender assignee that is reasonably
acceptable to the Administrative Agent shall have the right to purchase from such Non-Consenting Lender, and such Non-Consenting Lender
agrees that it shall, upon the Borrower’s request, sell and assign to such Lender assignee, at no expense to such Non-Consenting
Lender, all the Commitments and Loans of such Non-Consenting Lender for an amount equal to the principal balance of all Loans (and funded
participations in unreimbursed LC Disbursements) held by such Non-Consenting Lender and all accrued interest and fees with respect thereto
through the date of sale (including amounts under Sections 2.15, 2.16 and 2.17), such purchase and sale to be consummated pursuant to
an executed Assignment and Assumption in accordance with Section 9.04(b) (which Assignment and Assumption need not be signed
by such Non-Consenting Lender); provided, that, if any such Non-Consenting Lender does not execute and deliver to the Administrative
Agent a duly executed Assignment and Assumption reflecting such replacement within two (2) Business Days of the date on which the
Lender assignee executes and delivers such Assignment and Assumption to such Non-Consenting Lender, then such Non-Consenting Lender shall
be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Non-Consenting Lender.


 






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(c)            Notwithstanding
the provisions of clause (b), this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders,
the Administrative Agent, Holdings and the Borrower (i) to add one or more additional credit facilities to this Agreement and to
permit the extensions of credit from time to time thereunder and the accrued interest and fees in respect thereof to share ratably in
the benefits of this Agreement and the other Loan Documents with the Tranche B Term Loans and the Revolving Loans and the accrued interest
and fees in respect thereof, and (ii) to include appropriately the Lenders holding such credit facilities in any determination of
the Required Lenders. In addition, this Agreement may be amended with the written consent of the Administrative Agent, Holdings, the Borrower
and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Term Loans
of a Class with a replacement term loan tranche hereunder (the “Replacement Term Loans”); provided that
(i) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Term Loans,
(ii) the Applicable Rate for such Replacement Term Loans shall not be higher than the Applicable Rate for such Term Loans, (iii) the
Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such
Term Loans at the time of such refinancing (except to the extent of nominal amortization for periods where amortization has been eliminated
as a result of prepayment of the Term Loans) and (iv) all other terms applicable to such Replacement Term Loans shall be substantially
identical to, or less favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Term Loans, except
to the extent necessary to provide for covenants and other terms applicable to any period after the Latest Maturity Date in effect immediately
prior to such refinancing.


 


(d)            Notwithstanding
anything in this Section 9.02 to the contrary, (a) technical and conforming modifications to the Loan Documents may be made
with the consent of the Borrower and the Administrative Agent to the extent necessary (i) to integrate any Incremental Term Loans,
any Incremental Revolving Commitments, any Extended Term Loans or any Extended Revolving Commitments or (ii) to cure any ambiguity,
omission, defect or inconsistency and (b) without the consent of any Lender or Issuing Bank, the Loan Parties and the Administrative
Agent or any collateral agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into
(x) any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting,
perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral
for the benefit of the Secured Parties or as required by local law to give effect to, or protect any security interest for benefit of
the Secured Parties, in any property or so that the security interests therein comply with applicable law or this Agreement or in each
case to otherwise enhance the rights or benefits of any Lender under any Loan Document or (y) any First Lien Intercreditor Agreement
or any Junior Lien Intercreditor Agreement.


 






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SECTION 9.03     Expenses;
Indemnity; Damage Waiver.


 


(a)            The
Borrower shall pay or reimburse (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the
Collateral Agent, the Issuing Banks and the Arrangers, including the reasonable fees, charges and documented disbursements of counsel
for the Agents (within 30 days after receipt of a written demand therefor, together with reasonably detailed backup documentation supporting
such reimbursement request), in connection the preparation, execution, delivery and administration of the Loan Documents or any amendments,
modifications or waivers of the provisions thereof (but, limited, in the case of legal fees, charges and disbursements, to the reasonable
documented and out-of-pocket fees, disbursements and other charges of a single New York counsel to the Administrative Agent, Issuing
Banks and Arrangers taken as a whole, and, if reasonably necessary, of a single local counsel to the Administrative Agent, Issuing
Banks and Arrangers taken as a whole in any relevant jurisdiction) and (ii) all reasonable and documented out-of-pocket expenses
incurred by the Administrative Agent and the Lenders (within 30 days after the receipt of a written demand therefor, together with reasonably
detailed backup documentation supporting such reimbursement request) incurred in connection with the enforcement of any rights or remedies
under this Agreement or the other Loan Documents (but, limited, in the case of legal fees and expenses, to the reasonable documented and
out-of-pocket fees, disbursements and other charges of a single New York counsel to the Administrative Agent and the Lenders taken as
a whole, and, if reasonably necessary, of a single local counsel to the Administrative Agent and the Lenders taken as a whole in any relevant
jurisdiction (provided that, in the event that the Administrative Agent or any Lender is advised by counsel that there are conflicts
of interest, the Borrower will be required to pay for one additional counsel in each relevant jurisdiction for each similarly affected
group of such Persons taken as a whole)). If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder
or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its discretion. For the
avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent costs and expenses arising
from any non-Tax claim. For the avoidance of doubt, the term “Lender” shall, for purposes of this Section 9.03(a) include
any Issuing Bank.


 


(b)            The
Borrower shall indemnify the Administrative Agent, the Collateral Agent, each Arranger, the Issuing Bank and each Lender, and each Related
Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), and hold each Indemnitee harmless,
from and against any and all losses, claims, damages, liabilities or out-of-pocket expenses (but, limited, in the case of legal fees and
expenses, to the reasonable documented and out-of-pocket fees, disbursements and other charges of a single New York counsel to the Administrative
Agent and the Lenders taken as a whole, and, if reasonably necessary, of a single local counsel to the Administrative Agent and the Lenders
taken as a whole in any relevant jurisdiction (provided that, in the event that the Administrative Agent or any Lender is advised
by counsel that there are conflicts of interest, the Borrower will be required to pay for one additional counsel in each relevant jurisdiction
for each similarly affected group of such Persons taken as a whole)) incurred in connection with, or as a result of (i) the execution
or delivery of any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan
Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby,
(ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand
for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of
such Letter of Credit), (iii) any actual or alleged presence or Release or threat of Release of Hazardous Materials on, at, under
or from any Mortgaged Property or any other property currently or formerly owned, leased or operated by the Borrower or any of its Subsidiaries,
or any actual or alleged Environmental Liability related in any way to the Borrower or any of its Subsidiaries or their respective properties
or operations, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that
such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, losses, damages, claims, liabilities
or related expenses resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its Related
Parties (provided, that any such Related Party that is an agent, advisor or other third party representative of such Indemnitee shall
have been acting on behalf of such Indemnitee or under such Indemnitee’s direction), as determined by a final non-appealable judgment
of a court of competent jurisdiction, (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any
of its Related Parties (provided, that any such Related Party that is an agent, advisor or other third party representative of such Indemnitee
shall have been acting on behalf of such Indemnitee or under such Indemnitee’s direction) or (z) any dispute solely among Indemnitees
other than any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar
role under this Agreement and other than any claims arising out of any act or omission of the Borrower or any of its Affiliates. All amounts
due under this Section 9.03(b) shall be paid within 30 days after receipt of written demand therefor (together with reasonably
detailed backup documentation supporting such reimbursement request); provided that, that such Indemnitee shall promptly refund
and return any and all amounts paid to the extent that there is a final non-appealable judicial determination by a court of competent
jurisdiction that such Indemnitee was not entitled to such payment pursuant to the express terms of this Section 9.03(b). For the
avoidance of doubt, the term “Lender” shall, for purposes of this Section 9.03(b) include any Issuing Bank.


 






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(c)            To
the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent or the
Issuing Bank under paragraph (a) or (b) of this Section 9.03, each Lender severally agrees to pay to the Administrative
Agent, the Collateral Agent or the Issuing Bank, as applicable, such Lender’s pro rata share (determined as of the time that
the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense
or indemnified loss, claim, damage, liability or related expense, as applicable, was incurred by or asserted against the Administrative
Agent, the Collateral Agent or the Issuing Bank in its capacity as such. For purposes hereof, a Lender’s “pro rata
share” shall be determined based upon its share of the aggregate Revolving Exposures, outstanding Term Loans, and unused Commitments
at the time.


 


(d)            To
the extent permitted by applicable law, neither Holdings nor the Borrower shall assert, and each hereby waives, any claim against any
Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions,
any Loan or Letter of Credit or the use of the proceeds thereof.


 


SECTION 9.04     Successors
and Assigns.


 


(a)            The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) the Borrower
may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (except
as permitted by Section 6.03) (and any attempted assignment or transfer by the Borrower without such consent shall be null and void)
and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 9.04.
Nothing in this Agreement, express or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to
the extent provided in paragraph (c) of this Section 9.04) and, to the extent expressly contemplated hereby, the Related Parties
of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason
of this Agreement.


 


(b)            (i) 
Subject to the limitations set forth in paragraph (a) above and the conditions set forth in paragraph (b)(ii) below, any Lender
may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of
its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or
delayed) of:


 


(1)            the
Borrower; provided that the Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by
written notice to the Administrative Agent within five Business Days after having received notice thereof; provided further that
no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below)
or, if an Event of Default pursuant to clauses (a), (b), (h) and (i) under Section 7.01 has occurred and is continuing,
any other assignee,


 


(2)            the
Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion
of a Revolving Loan or Revolving Commitment between Goldman Sachs Bank USA and Goldman Sachs Lending Partners, LLC, and


 


(3)            the
Issuing Bank; provided that no consent of the Issuing Bank shall be required for an assignment of all or any portion of a Term
Loan or assignments between Goldman Sachs Bank USA and Goldman Sachs Lending Partners, LLC.


 






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(ii)            Assignments
shall be subject to the following conditions:


 


(1)            except
in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class or in
the case of an assignment to a Lender who at such time holds other Commitments or Loans of any Class, the amount of the Commitment or
Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to
such assignment is delivered to the Administrative Agent) shall not be less than an amount of $5,000,000 (in the case of each Revolving
Commitment) or $500,000 (in the case of a Term Loan), unless each of the Borrower and the Administrative Agent otherwise consent; provided
that such assignments shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any,


 


(2)            each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under
this Agreement; provided that this clause shall not be construed to prohibit assignment of a proportionate part of all the assigning
Lender’s rights and obligations in respect of one Class of Commitments or Loans,


 


(3)            the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing
and recordation fee of $3,500,


 


(4)            the
assignee, if it is not already a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire, and


 


(5)            no
assignment may be made to (i) a Disqualified Institution without the prior written consent of the Borrower, (ii) a natural person
or (iii) except as permitted by Section 9.04(d), the Borrower or any of its Affiliates.


 


For purposes of this Section 9.04(b):


 


“Approved Fund” means
(a) a CLO and (b) with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit, any
other fund that invests in bank loans and similar extensions of credit and is managed or advised by the same investment advisor as such
Lender or by an Affiliate of such investment advisor.


 


“CLO” means any entity
(whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank
loans and similar extensions of credit in the ordinary course and is administered or managed by a Lender or an Affiliate of such Lender.


 


(iii)            Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section 9.04, from and after the effective date specified
in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall,
to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and,
in the case of an Assignment and Assumption covering all the assigning Lender’s rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any
assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall
be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with
paragraph (c) of this Section 9.04.


 


(iv)            The
Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a
copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and
the Commitment of, and principal amount and stated interest of the Loans and LC Disbursements owing to, each Lender pursuant to the terms
hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and
the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender for all purposes of the Loan Documents, notwithstanding notice to the contrary. The Register
shall be available for inspection by the Borrower, and solely with respect to their respective interests by the Issuing Banks and any
Lender, at any reasonable time and from time to time upon reasonable prior notice.


 






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(v)            Upon
its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed
Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to
in paragraph (b) of this Section 9.04 and any written consent to such assignment required by paragraph (b) of this Section 9.04,
the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No
assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.


 


(c)            Any
Lender may, without the consent of the Borrower, the Administrative Agent or the Issuing Banks, sell participations to one or more banks
or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations
under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Banks and the other Lenders shall continue
to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement
or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce
this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement
or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver
described in clause (i), (ii), (iii), (v), (vi) or (vii) of the first proviso to Section 9.02(b) that affects such
Participant.


 


(i)            Each
Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register
on which it enters the name and address of each Participant and the principal amounts (and related interest amounts) of each Participant’s
interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that
no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of
any Participant or any information relating to a Participant’s interest in any Commitments, Loans or its other obligations under
this Agreement) except to the extent that the relevant parties, acting reasonably and in good faith, determine that such disclosure is
necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the
United States Treasury Regulations. Unless otherwise required by the IRS, any disclosure required by the foregoing sentence shall be made
by the relevant Lender directly and solely to the IRS. The entries in the Participant Register shall be conclusive absent manifest error,
and the Borrower, the Administrative Agent and each Lender shall treat each person whose name is recorded in the Participant Register
as the owner of the participation in question for all purposes of this Agreement notwithstanding any notice to the contrary.


 


(ii)            Subject
to paragraph (c)(ii) of this Section 9.04, the Borrower agrees that each Participant shall be entitled to the benefits of Sections
2.15, 2.16 and 2.17 (subject to the requirements and limitations of such Sections, provided that any forms required to be provided
by any Participant pursuant to Section 2.17(e) shall be provided solely to the applicable Lender) to the same extent as if it
were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 9.04; provided that
a Participant shall not be entitled to receive any greater payment under Section 2.15 or 2.17 than the applicable Lender would have
been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant
is made with the Borrower’s prior written consent not to be unreasonably withheld or delayed. To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender; provided such Participant agrees
to be subject to Section 2.18(c) as though it were a Lender.


 


(iii)            Any
Lender may at any time pledge, assign or grant a security interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge, assignment or grant to secure obligations to a Federal Reserve Bank, and this Section 9.04
shall not apply to any such pledge, assignment or grant of a security interest; provided that no such pledge, assignment or grant
of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledge or assignee for such
Lender as a party hereto.


 






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(iv)           Notwithstanding
any other provision of this Agreement, no Lender will assign its rights and obligations under this Agreement, or sell participations in
its rights and/or obligations under this Agreement, to any Person who is (i) a Disqualified Institution (to the extent the list of
Disqualified Institutions has been made available in writing to all Lenders), (ii) a natural person, (iii) a Person listed on
the Specially Designated Nationals and Blocked Persons List maintained by OFAC and/or on any other similar list maintained by OFAC pursuant
to any authorizing statute, executive order or regulation, (iv) a Person either (A) included within the term “designated
national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515 or (B) designated under Section 1(a),
1(b), 1(c) or 1(d) of Executive Order No. 13224, 66 Fed. Reg. 49079 (published September 25, 2001) or similarly designated
under any related enabling legislation or any other similar executive orders or (v) the Borrower or any of its Affiliates.


 


(v)            The
Administrative Agent shall have the right, and the Borrower hereby expressly authorizes the Administrative Agent, to (A) post the
schedule of Disqualified Institutions provided by the Borrower and any updates thereto from time to time in accordance with the definition
of “Disqualified Institutions” for Lenders and prospective lenders, including for Public-Siders or (B) provide the schedule
of Disqualified Institutions to each Lender requesting the same.


 


(d)            Notwithstanding
anything else to the contrary contained in this Agreement, any Lender may assign all or a portion of its Term Loans to a Person who is
or will become, after such assignment, an Affiliated Lender in accordance with Section 9.04(b) and this Section 9.04(d);
provided that:


 


(A)           the
assigning Lender and Non-Debt Fund Affiliate purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the
Administrative Agent an assignment agreement substantially in the form of Exhibit J hereto (an “Affiliated Lender Assignment
and Assumption”) in lieu of an Assignment and Assumption;


 


(B)            for
the avoidance of doubt, Lenders shall not be permitted to assign Revolving Commitments, Revolving Loans, Extended Revolving Commitments, Incremental
Revolving Commitments, Incremental Revolving Loans or Refinancing Revolving Commitments to any Affiliated Lender;


 


(C)            no
Term Loan may be assigned to a Non-Debt Fund Affiliate pursuant to this Section 9.04(d), if after giving effect to such assignment,
Non-Debt Fund Affiliates in the aggregate would own in excess of 20% of the Term Loans of any Class then outstanding (determined
as of the time of such purchase); and


 


(D)            any
purchases by a Non-Debt Fund Affiliate made through “dutch auctions” shall require that such Person (i)  make a customary
representation to all assigning Lenders that it does not possess material non-public information (or material information of the type
that would not be public if the Borrower or any Parent was a publicly reporting company) with respect to the Borrower and its Subsidiaries
that either (A) has not been disclosed to the Lenders generally (other than Lenders that have elected not to receive such information)
or (B) if not disclosed to the Lenders, could reasonably be expected to have a material effect on, or otherwise be material to (a) a
Lender’s decision to participate in any such “dutch auction” or (b) the market price of the Loans and (ii) clearly
identify itself as a Non-Debt Fund Affiliate in any assignment and assumption agreement executed in connection with such purchases.


 


(i)             Notwithstanding
anything to the contrary in this Agreement, no Non-Debt Fund Affiliate shall have any right to (A) attend (including by telephone)
any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of the Loan Parties
are not invited, (B) receive any information or material prepared by Administrative Agent or any Lender or any communication by or
among the Administrative Agent and/or one or more Lenders, except to the extent such information or materials have been made available
to any Loan Party or its representatives (and in any case, other than the right to receive notices of prepayments and other administrative
notices in respect of its Loans required to be delivered to Lenders pursuant to Section 2 of this Agreement), or (C) make or
bring (or participate in, other than as a passive participant in or recipient of its pro rata benefits of) any claim, in its capacity
as a Lender, against the Administrative Agent, the Collateral Agent or any other Lender with respect to any duties or obligations or alleged
duties or obligations of such Agent or any other such Lender under the Loan Documents.


 






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(ii)            By
its acquisition of Term Loans, a Non-Debt Fund Affiliate shall be deemed to have acknowledged and agreed that if a case under Title 11
of the United States Code is commenced against any Loan Party, such Loan Party shall seek (and each Non-Debt Fund Affiliate shall consent)
to provide that the vote of any Non-Debt Fund Affiliate (in its capacity as a Lender) with respect to any plan of reorganization of such
Loan Party shall not be counted except that such Non-Debt Fund Affiliate’s vote (in its capacity as a Lender) may be counted to
the extent any such plan of reorganization proposes to treat the Obligations held by such Non-Debt Fund Affiliate in a manner that is
less favorable to such Non-Debt Fund Affiliate than the proposed treatment of similar Obligations held by Lenders that are not Affiliates
of the Borrower; each Non-Debt Fund Affiliate hereby irrevocably appoints the Administrative Agent (such appointment being coupled with
an interest) as such Non-Debt Fund Affiliate’s attorney-in-fact, with full authority in the place and stead of such Non-Debt Fund
Affiliate and in the name of such Non-Debt Fund Affiliate (solely in respect of Loans and participations therein and not in respect of
any other claim or status such Non-Debt Fund Affiliate may otherwise have) from time to time in the Administrative Agent’s discretion
to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions
of this clause (iii).


 


(e)            Notwithstanding
anything in Section 9.02 or the definition of “Required Lenders” to the contrary, for purposes of determining whether
the Required Lenders or any other requisite Class vote required by this Agreement, as applicable, have (i) consented (or not
consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any
departure by any Loan Party therefrom, (ii) otherwise acted on any matter related to any Loan Document, or (iii) directed or
required the Administrative Agent, Collateral Agent or any Lender to undertake any action (or refrain from taking any action) with respect
to or under any Loan Document, (A) all Term Loans held by any Non-Debt Fund Affiliate shall be deemed to be not outstanding for all
purposes of calculating whether the Required Lenders (or requisite vote of any Class of Lenders) have taken any actions and (B) the
aggregate amount of Term Loans held by Debt Fund Affiliates will be excluded to the extent in excess of 50% of the amount required to
constitute “Required Lenders.”


 


(f)             The
Borrower shall maintain at its offices a copy of each Assignment and Assumption delivered to it by any Non-Debt Fund Affiliate (the “Affiliated
Lender Register”). Each Non-Debt Fund Affiliate shall advise the Borrower and the Administrative Agent in writing of any proposed
disposition of Term Loans by such Lender. Additionally, if any Lender becomes a Non-Debt Fund Affiliate at a time that such Lender holds
any Term Loans, such Lender shall promptly advise the Borrower and the Administrative Agent that such Lender is a Non-Debt Fund Affiliate.
Copies of the Affiliated Lender Register shall be provided to the Administrative Agent and the Non-Debt Fund Affiliate upon request. Notwithstanding
the foregoing if at any time (if applicable, after giving effect to any proposed assignment to a Non-Debt Fund Affiliate), all Non-Debt
Fund Affiliates own or would, in the aggregate own more than 20% of the principal amount of all any Class of Term Loans then outstanding
(i) any proposed pending assignment to a Non-Debt Fund Affiliate that would cause such threshold to be exceeded shall not become
effective or be recorded in the Affiliated Lender Register and (ii) if such threshold is exceeded solely as a result of a Lender
becoming a Non-Debt Fund Affiliate after it has acquired Term Loans, such Non-Debt Fund Affiliate shall assign sufficient Term Loans of
such Class so that Non-Debt Fund Affiliates in the aggregate own less than 20% of the aggregate principal amount of Term Loans of
such Class then outstanding. The Administrative Agent may conclusively rely upon the Affiliated Lender Register in connection with
any amendment or waiver hereunder and shall not have any responsibility for monitoring any acquisition or disposition of Term Loans by
any Non-Debt Fund Affiliate or for any losses suffered by any Person as a result of any purported assignment to or from an Affiliated
Lender.


 


(g)            Notwithstanding
the other provisions of this Section 9.04, no Assignment and Assumption shall be required in connection with Amendment No. 1
Assignments, so long as they otherwise comply with Section 9.04(b), and such assignments shall become effective as to any Amendment
No. 1 Non-Consenting Lender upon the receipt by the Administrative Agent (who shall promptly distribute the same to the applicable
Amendment No. 1 Non-Consenting Lender) of the amounts set forth in the last sentence of the proviso to Section 9.02(b) for
the account of such Amendment No. 1 Non-Consenting Lender. For the avoidance of doubt, with respect to each Amendment No. 1
Assignment, the Purchasing Tranche B Lender shall pay to each Amendment No. 1 Non-Consenting Lender an amount equal to the principal
balance of all Tranche B Term Loans of such Amendment No. 1 Non-Consenting Lender and the Borrower shall pay to each such Amendment
No. 1 Non-Consenting Lender all accrued and unpaid interest, to but excluding the Amendment No. 1 Effective Date, thereon and,
upon such payment, the assignment of such Tranche B Term Loans to the Purchasing Tranche B Lender shall automatically become effective.


 






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(h)            Notwithstanding
the other provisions of this Section 9.04, no Assignment and Assumption shall be required in connection with Amendment No. 2
Assignments, so long as they otherwise comply with Section 9.04(b), and such assignments shall become effective as to any Amendment
No. 2 Non-Consenting Lender upon the receipt by the Administrative Agent (who shall promptly distribute the same to the applicable
Amendment No. 2 Non-Consenting Lender) of the amounts set forth in the last sentence of the proviso to Section 9.02(b) for
the account of such Amendment No. 2 Non-Consenting Lender. For the avoidance of doubt, with respect to each Amendment No. 2
Assignment, the Amendment No. 2 Purchasing Tranche B Lender shall pay to each Amendment No. 2 Non-Consenting Lender an amount
equal to the principal balance of all Tranche B Term Loans of such Amendment No. 2 Non-Consenting Lender and the Borrower shall pay
to each such Amendment No. 2 Non-Consenting Lender all accrued and unpaid interest, to but excluding the Amendment No. 2 Effective
Date, thereon and, upon such payment, the assignment of such Tranche B Term Loans to the Amendment No. 2 Purchasing Tranche B Lender
shall automatically become effective.


 


SECTION 9.05           Survival.
All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall have independent significance
and be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents
and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on
its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default
or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long
as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and
unpaid or any Letter of Credit is outstanding (unless paid in full) and so long as the Commitments have not expired or terminated. The
provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of
the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of
Credit and the Commitments or the termination of this Agreement or any provision hereof.


 


SECTION 9.06           Counterparts;
Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the
other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire
contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral
or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when
it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which,
when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this
Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.


 


SECTION 9.07           Severability.
Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining
provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any
other jurisdiction.


 






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SECTION 9.08           Right
of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized
at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the
credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement
held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations
may be unmatured. The applicable Lender shall notify the Borrower and the Administrative Agent of such setoff or application; provided
that any failure to give or any delay in giving such notice shall not affect the validity of any such setoff or application under this
Section 9.08. The rights of each Lender under this Section 9.08 are in addition to other rights and remedies (including other
rights of setoff) which such Lender may have.


 


SECTION 9.09           Governing
Law; Jurisdiction; Consent to Service of Process.


 


(a)            This
Agreement shall be construed in accordance with and governed by the law of the State of New York.


 


(b)            Each
of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the exclusive jurisdiction
of any New York State court or federal court of the United States of America, in each case, sitting in the Borough of Manhattan in the
City of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement,
any other Loan Document, or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and each
of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall
be heard and determined in such New York State or, to the extent permitted by law, in such federal court and (ii) agrees that a final
judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in
any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative
Agent, the Collateral Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement
or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction (i) for purposes of enforcing
a judgment, (ii) in connection with exercising remedies against the Collateral in a jurisdiction in which such Collateral is located
or (iii) in connection with any pending bankruptcy, insolvency or similar proceeding in such jurisdiction.


 


(c)            Each
of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection
that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement
or any other Loan Document or the transactions contemplated hereby or thereby in any court referred to in paragraph (b) of this Section 9.09.
Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to
the maintenance of such action or proceeding in any such court.


 


(d)            Each
party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in
this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted
by law.


 


SECTION 9.10           WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT,
ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE). EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 9.10.


 


SECTION 9.11           Headings.
Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.


 






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SECTION 9.12           Confidentiality.
Each of the Agents, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except
that Information may be disclosed (a) to its and its Affiliates and its and its Affiliates’ directors, officers, employees,
legal counsel, independent auditors and other experts, professionals, advisors or agents (it being understood that the Persons to whom
such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential),
(b) to the extent requested or demanded by any Governmental Authority or self-regulatory authority having competent jurisdiction
over it or any of its Affiliates; provided that the Administrative Agent or such Lender, as applicable, agrees that it will promptly
notify the Borrower (other than at the request of a regulatory authority or any self-regulatory authority having or asserting competent
jurisdiction over such Person) unless such notification is prohibited by law, rule or regulation, (c) to the extent required
by applicable laws or regulations or by any subpoena or similar legal process or order of any court or administrative agency; provided
that the Administrative Agent or such Lender, as applicable, agrees that it will notify the Borrower as soon as practicable in the event
of any such disclosure by such Person (other than at the request of a regulatory authority or any self-regulatory authority having or
asserting competent jurisdiction over such Person) unless such notification is prohibited by law, rule or regulation, (d) to
any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding
relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section 9.12, to (i) any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent
of the Borrower, (h) to any rating agency when required by it on a customary basis and after consultation with the Borrower (it being
understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating
to Loan Parties and their Subsidiaries received by it from such Lender), (i) in connection with the exercise of any remedies hereunder,
under any other Loan Document or the enforcement of its rights hereunder or thereunder, (j) for purposes of establishing a “due
diligence” defense, (k) to the extent such Information is independently developed by such Person or its Affiliates so long
as not based on Information obtained in a manner that would otherwise violate this Section 9.12 or (l) to the extent such Information
(i) becomes publicly available other than as a result of a breach of this Section 9.12 or (ii) becomes available to the
Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other than Holdings or the Borrower; provided
that such source is not actually known by such disclosing party to be bound by an agreement containing provisions substantially the same
as those contained in this Section 9.12. For the purposes of this Section 9.12, the term “Information” means
all information received from Holdings or the Borrower relating to Holdings or the Borrower or its business, other than any such information
that is available to the Administrative Agent, the Arrangers, any Issuing Bank, any Lender or any of their respective Affiliates on a
nonconfidential basis prior to disclosure by Holdings or the Borrower and other than information pertaining to this Agreement routinely
provided by arrangers to data service providers, including league table providers, that serve the lending industry; provided that,
in the case of information received from Holdings, the Borrower or any Subsidiary after the date hereof, such information is clearly identified
at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 9.12
shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own confidential information.


 


SECTION 9.13           Interest
Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together
with all fees, charges and other amounts that are treated as interest on such Loan under applicable law (collectively, the “Charges”),
shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or reserved
by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together
with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section 9.13 shall
be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above
the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date
of repayment, shall have been received by such Lender.


 






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SECTION 9.14           USA
Patriot Act. Each Lender hereby notifies each Loan Party that pursuant to the requirements of the USA Patriot Act (Title III of Pub.
L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record
information that identifies the Borrower, which information includes the name and address of each Loan Party and other information that
will allow such Lender to identify such Loan Party in accordance with the Patriot Act.


 


SECTION 9.15           Release
of Collateral.


 


(a)            Upon
any sale or other transfer by any Loan Party of any Collateral that is permitted under this Agreement to a Person that is not a Loan Party,
or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to
Section 9.02 of this Agreement, the security interest in such Collateral shall be automatically released. In addition, a Subsidiary
Loan Party or Collateral of the Loan Parties may be released in accordance with the Collateral Agreement. In connection therewith, the
Collateral Agent will, upon receipt of a certificate of a Responsible Officer of the Borrower, at the Borrower’s expense, execute
and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item
of Collateral from the assignment and security interest granted under the Security Documents.


 


(b)            Upon
the addition of a Succeeding Holdings and satisfaction by such Succeeding Holdings of the Collateral and Guarantee Requirement, the prior
Holdings shall be automatically released from all of its obligations under the Security Documents.


 


SECTION 9.16           No
Fiduciary Duty. In connection with all aspects of each transaction contemplated by this Agreement, the Borrower acknowledges and agrees,
and acknowledges the other Loan Parties’ understanding, that (i) each transaction contemplated by this Agreement is an arm’s-length
commercial transaction between the Loan Parties, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks and the
Lenders, on the other hand, (ii) in connection with each such transaction and the process leading thereto, the Administrative Agent,
the Arrangers, the Issuing Banks and the Lenders will act solely as principals and not as agents or fiduciaries of the Loan Parties or
any of their stockholders, affiliates, creditors, employees or any other party, (iii) neither the Administrative Agent, the Arrangers,
the Issuing Banks nor any Lender will assume an advisory or fiduciary responsibility in favor of the Borrower or any of its Affiliates
with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Administrative
Agent, the Arrangers, the Issuing Banks or any Lender has advised or is currently advising any Loan Party on other matters) and neither
the Administrative Agent, the Arrangers, the Issuing Banks nor any Lender will have any obligation to any Loan Party or any of its Affiliates
with respect to the transactions contemplated in this Agreement except the obligations expressly set forth herein, (iv) the Administrative
Agent, the Arrangers, the Issuing Banks and each Lender may be engaged in a broad range of transactions that involve interests that differ
from those of the Loan Parties and their affiliates, and (v) neither the Administrative Agent, the Arrangers, the Issuing Banks nor
any Lender has provided or will provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated
hereby and the Loan Parties have consulted and will consult their own legal, accounting, regulatory, and tax advisors to the extent it
deems appropriate. The matters set forth in this Agreement and the other Loan Documents reflect an arm’s-length commercial transaction
between the Loan Parties, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks and the Lenders, on the other
hand. The Borrower agrees that the Loan Parties shall not assert any claims that any Loan Party may have against the Administrative Agent,
the Arrangers, the Issuing Banks or any Lender based on any breach or alleged breach of fiduciary duty.


 


SECTION 9.17           Material
Non-Public Information.


 


(a)            EACH
LENDER ACKNOWLEDGES THAT INFORMATION (AS DEFINED IN SECTION 9.12) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL
NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED
COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION
IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.


 






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(b)            ALL
INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR
IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION
ABOUT THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND THE
ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT
MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.


 


SECTION 9.18           Acknowledgment
and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other
agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial
Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion
powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)            the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may
be payable to it by any party hereto that is an EEA Financial Institution; and


 


(b)            the
effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)             a
reduction in full or in part or cancellation of any such liability;


 


(ii)            a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its
parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments
of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document;
or


 


(iii)           the
variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution
Authority.


 


[signature pages intentionally omitted]


 






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