Exhibit 10.1


 


Execution Version


 


CREDIT AGREEMENT


 


consisting of


 


a $75,000,000

Term Loan Facility,


 


and


 


a $100,000,000

Revolving Credit Facility


 


effective as of


 


March 8, 2021


 


by and among


 


TCO
Intermediate Holdings, Inc.,

as Holdings


 


TOTAL COMMUNITY OPTIONS, INC.,

as the Borrower


 


The Lenders Party Hereto from Time to Time


 


JPMORGAN CHASE BANK, N.A.,

as Administrative Agent, Collateral Agent and Revolver Agent,


 


THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO


 


and


 




JPMORGAN CHASE BANK, N.A., BARCLAYS BANK PLC and CAPITAL ONE, NATIONAL ASSOCIATION

as Joint Lead Arrangers and Joint Bookrunners




 



    	 		 



      


    













 



	 	TABLE OF CONTENTS	 
	 	 	 
		 	Page
		ARTICLE I	 
		 	 
	 	Definitions	 
	 	 	 
	SECTION 1.01	Defined Terms	1
	SECTION 1.02	Classification of Loans and Borrowings	55
	SECTION 1.03	Terms Generally	55
	SECTION 1.04	Accounting Terms; GAAP	56
	SECTION 1.05	[Reserved]	56
	SECTION 1.06	Available Amount Transactions	56
	SECTION 1.07	Pro Forma Calculations	57
	SECTION 1.08	Interest Rates; LIBOR Notification	59
	SECTION 1.09	Divisions	60
	 	 	 
		ARTICLE II	 
	 	 	 
		The Credits	 
	 	 	 
	SECTION 2.01	Commitments	60
	SECTION 2.02	Loans and Borrowings	60
	SECTION 2.03	Requests for Borrowings	61
	SECTION 2.04	Swingline Loans	62
	SECTION 2.05	Letters of Credit	63
	SECTION 2.06	Funding of Borrowings	68
	SECTION 2.07	Interest Elections	68
	SECTION 2.08	Termination and Reduction of Commitments	69
	SECTION 2.09	Repayment of Loans; Evidence of Debt	70
	SECTION 2.10	Amortization of Term Loans	71
	SECTION 2.11	Prepayment of Loans	72
	SECTION 2.12	Fees	75
	SECTION 2.13	Interest	76
	SECTION 2.14	Alternate Rate of Interest; Illegality	77
	SECTION 2.15	Increased Costs	79
	SECTION 2.16	Break Funding Payments	81
	SECTION 2.17	Taxes	81
	SECTION 2.18	Payments Generally; Pro Rata Treatment; Sharing of Setoffs	85
	SECTION 2.19	Mitigation Obligations; Replacement of Lenders	88
	SECTION 2.20	Incremental Extensions of Credit	89
	SECTION 2.21	Extended Term Loans and Extended Revolving Commitments	94
	SECTION 2.22	Defaulting Lenders	96



 






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	 	 	Page
	 	 	 
		ARTICLE III	 
	 	 	 
		Representations and Warranties	 
	 	 	 
	SECTION 3.01	Organization; Power	98
	SECTION 3.02	Authorization; Enforceability	99
	SECTION 3.03	Governmental Approvals; No Conflicts	99
	SECTION 3.04	Financial Condition; No Material Adverse Effect	100
	SECTION 3.05	Properties	100
	SECTION 3.06	Litigation and Environmental Matters	100
	SECTION 3.07	Compliance with Laws and Agreements	101
	SECTION 3.08	Investment Company Status	101
	SECTION 3.09	Taxes	101
	SECTION 3.10	ERISA	101
	SECTION 3.11	Disclosure	101
	SECTION 3.12	Subsidiaries	102
	SECTION 3.13	[Reserved]	102
	SECTION 3.14		102
	SECTION 3.15	Labor Matters	102
	SECTION 3.16	Solvency	102
	SECTION 3.17	Federal Reserve Regulations	102
	SECTION 3.18	Reimbursement from Third Party Payors	103
	SECTION 3.19	Fraud and Abuse	103
	SECTION 3.20	Patriot Act, Etc	104
	SECTION 3.21	Security Documents	104
	SECTION 3.22	Compliance with Healthcare Laws	105
	SECTION 3.23	Privacy and Security Law Compliance	108
	SECTION 3.24	EEA Financial Institution	108
	 	 	 
		ARTICLE IV	 
	 	 	 
		Conditions	 
	 	 	 
	SECTION 4.01	Closing Date	108
	SECTION 4.02	Each Credit Event	109
	 	 	 
		ARTICLE V	 
	 	 	 
		Affirmative Covenants	 
	 	 	 
	SECTION 5.01	Financial Statements and Other Information	111
	SECTION 5.02	Notices of Material Events	112
	SECTION 5.03	Information Regarding Collateral	113
	SECTION 5.04	Existence; Conduct of Business	113
	SECTION 5.05	Payment of Obligations	113
	SECTION 5.06	Maintenance of Properties	113
	SECTION 5.07	Insurance	113



 






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	 	 	Page
	 	 	 
	SECTION 5.08	[Reserved]	114
	SECTION 5.09	Books and Records; Inspection and Audit Rights	114
	SECTION 5.10	Compliance with Laws	114
	SECTION 5.11	Use of Proceeds and Letters of Credit	114
	SECTION 5.12	Additional Subsidiaries; Succeeding Holdings	114
	SECTION 5.13	Further Assurances	115
	SECTION 5.14	Designation of Subsidiaries	115
	SECTION 5.15	Post-Closing Matters	116
	 	 	 
		ARTICLE VI	 
	 	 	 
		Negative Covenants	 
	 	 	 
	SECTION 6.01	Indebtedness; Certain Equity Interests	116
	SECTION 6.02	Liens	119
	SECTION 6.03	Fundamental Changes	121
	SECTION 6.04	Investments, Loans, Advances, Guarantees and Acquisitions	122
	SECTION 6.05	Asset Sales	125
	SECTION 6.06	[Reserved]	127
	SECTION 6.07	[Reserved]	127
	SECTION 6.08	Restricted Payments; Certain Payments of Indebtedness	127
	SECTION 6.09	Transactions with Affiliates	131
	SECTION 6.10	Restrictive Agreements	133
	SECTION 6.11	Amendment of Material Documents	134
	SECTION 6.12	Maximum Secured Net Leverage Ratio	135
	SECTION 6.13	Fiscal Year	135
	 	 	 
		ARTICLE VII	 
	 	 	 
		Events of Default	 
	 	 	 
	SECTION 7.01	Events of Default	135
	SECTION 7.02	Borrower’s Right to Cure	138
	SECTION 7.03	Exclusion of Immaterial Subsidiaries	139
	 	 	 
		ARTICLE VIII	 
	 	 	 
		The Administrative Agent	 
	 	 	 
		ARTICLE IX	 
	 	 	 
		Miscellaneous	 
	SECTION 9.01	Notices	150
	SECTION 9.02	Waivers; Amendments	151
	SECTION 9.03	Expenses; Indemnity; Damage Waiver	155
	SECTION 9.04	Successors and Assigns	157
	SECTION 9.05	Survival	164



 



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	 	 	Page
	 	 	 
	SECTION 9.06	Counterparts; Integration; Effectiveness	165
	SECTION 9.07	Severability	166
	SECTION 9.08	Right of Setoff	166
	SECTION 9.09	Governing Law; Jurisdiction; Consent to Service of Process	166
	SECTION 9.10	WAIVER OF JURY TRIAL	167
	SECTION 9.11	Headings	167
	SECTION 9.12	Confidentiality	168
	SECTION 9.13	Interest Rate Limitation	168
	SECTION 9.14	USA Patriot Act	169
	SECTION 9.15	Release of Collateral	169
	SECTION 9.16	No Fiduciary Duty	169
	SECTION 9.17	[Reserved]	170
	SECTION 9.18	Material Non-Public Information	170
	SECTION 9.19	Acknowledgment and Consent to Bail-In of Affected Financial Institutions	171
	SECTION 9.20	[Reserved]	171
	SECTION 9.21	Separate Obligations	171
	SECTION 9.22	Acknowledgement Regarding Any Supported QFCs	172


 



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	SCHEDULES:	 
	 	 
	Schedule 2.01	Commitments
	Schedule 3.06	Litigation and Environmental Matters
	Schedule 3.12	Subsidiaries
	Schedule 3.17	Third Party Payor Overpayments/Refunds
	Schedule 3.22	Privacy and Security Law Compliance
	Schedule 5.15	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	Closing Checklist
	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	[Reserved]
	Exhibit I	[Reserved]
	Exhibit J	Form of Affiliated Lender Assignment and Assumption
	Exhibits K-1 to K-4	Forms of U.S. Tax Compliance Certificates





 



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CREDIT AGREEMENT effective
as of the March 8, 2021, by and among TCO Intermediate Holdings, Inc., a Delaware corporation, TOTAL COMMUNITY OPTIONS, INC.,
a Colorado corporation (“TCO” and the “Borrower”), the LENDERS party hereto from time to
time, JPMORGAN CHASE BANK, N.A., a national banking association (in its individual capacity, “JPMorgan”), as
Administrative Agent, Revolver Agent, Collateral Agent, Swingline Lender, a Joint Bookrunner and a Joint Lead Arranger.


 


Borrower and Holdings
desire to, effective upon the occurrence of the Closing Date, (i) obtain commitments from the Lenders to make term loans on
the Closing Date in an aggregate principal amount, together with the aggregate principal amount of the Initial Term Loans outstanding
on such date, not to exceed $75,000,000 (the “Initial Term Loan Facility”) and (iv) make commitments under
the Revolving Credit Facility of $100,000,000 (the “Revolving Credit Facility”).


 


The proceeds of Revolving
Loans, Swingline Loans and Letters of Credit will be used by the Borrower for working capital and general corporate purposes (including
Permitted Acquisitions). The proceeds of the Initial Term Loans, will be used by the Borrower on the Closing Date (i) to pay
the Transaction Expenses, working capital and other general corporate purposes and (ii) to consummate the Closing Date Refinancing
and (iii) for working capital and other general corporate purposes.


 


Effective upon the
occurrence of the Closing Date, the Lenders have agreed to effect the foregoing transactions 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:


 


“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, 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
and the Revolver Agent, be in the form of an amendment and restatement of this Agreement) and any other applicable Loan Document
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 satisfactory to the Administrative Agent and the Revolver Agent.


 


“Additional
Lender” means any Person that is not an existing Lender and has agreed to provide Incremental Commitments pursuant to
Section 2.20.


 


“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, 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.


 


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


 


“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” means a Non-Debt Fund Affiliate or a Debt Fund Affiliate.


 


“Affiliated
Lender Assignment and Assumption” has 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 Revolver Agent and the Arranger.


 


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


 



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“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 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 for the
purpose of this definition, the Adjusted LIBO Rate for any day shall be based on the LIBO Screen Rate (or if the LIBO Screen Rate
is not available for such one month Interest Period, the Interpolated Rate) at approximately 11:00 a.m. London time on such
day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be
effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively.
If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.14 (for the avoidance of doubt,
only until the Benchmark Replacement has been determined pursuant to Section 2.14(b)), then the Alternate Base Rate shall
be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the
avoidance of doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 0%, such rate shall be
deemed to be 0% for purposes of this Agreement.


 


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


 


“Apax”
means each of Apax Partners, L.L.P. and its Affiliates and funds or partnerships managed by, or under the sole control of and exclusively
advised by, it or any of its Affiliates, but not including, however, any of their portfolio companies.


 


“Applicable
Agent” means with respect to Term Lenders and Term Loans and all payments and matters relating thereto, the Administrative
Agent, and with respect to the Revolving Credit Facility, Revolving Lenders, Revolving Loans, Swingline Loans, Letters of Credit
and L/C Reimbursement Obligations and all payments and matters relating thereto, the Revolver Agent.


 


“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 with respect to (a) (i) Initial Term Loans and Revolving Credit Loans, the applicable
rate per annum set forth below under the caption “Eurodollar Margin” or “ABR Margin” as the case may be
and (ii) with respect to the commitment fees payable pursuant to Section 2.12(a), the applicable rate per annum set forth
below under the caption “Commitment Fee”, in each case, based upon the Secured Net Leverage Ratio as of the end of
the fiscal quarter of Holdings for which consolidated financial statements have theretofore been most recently delivered pursuant
to subsection 7.1(a) or 7.1(b), (b) with respect to Incremental Term Loans that are not Tranche B Term Loans,
the margin to be added to ABR or LIBOR Rate, as the case may be, as agreed upon by Borrower and the Lender or Lenders providing
the Incremental Term Commitment relating thereto as provided in subsection 2.2, (c) with respect to Extended Term Loans, such
percentage as shall be agreed to by Borrower and the applicable Extending Term Lenders as shown in the applicable Loan Modification
Offer and (d) with respect to any Extended Revolving Credit Commitment, such percentage as shall be agreed to by Borrower
and the applicable Revolving Credit Lenders pursuant to the applicable Revolving Extension Notice; provided that for purposes
of clause (a) above, until the date of the delivery of the consolidated financial statements pursuant to subsection 7.1(b) as
of and for the fiscal quarter ended March 31, 2021, the Applicable Rate shall be based on the rates per annum set forth in
Level II.


 



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	Level	Secured Net

Leverage Ratio	Eurodollar

Margin	ABR Margin	Commitment 

Fee
	I	If the Secured Net Leverage Ratio is greater than 2.50:1.00	2.00%	1.00%	 0.35% 
	II	If the Secured Net Leverage Ratio is less than or equal to 2.50:1.00	1.75%	0.75%	 0.25%


 


The Applicable Rate shall
be re-determined quarterly on a prospective basis on the first day following the date of delivery to Administrative Agent of the
certified calculation of the Secured Net Leverage Ratio pursuant to the applicable Compliance Certificate delivered pursuant to
subsection 5.01(d); provided, that if the Borrower fails to provide such certification within thirty (30) days from the
date such certification is due pursuant to subsection 5.01(d), the Applicable Rate shall be set at the margins in the row immediately
preceding the row providing the then current Applicable Rate to be effective until the date on which such certification is delivered
(on which date (but not retroactively), without constituting a waiver of any Default or Event of Default occasioned by the failure
to timely deliver such certification, the Applicable Rate shall be set at the margin based upon the calculations disclosed by such
certification).


 


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


 


“Arranger”
means each Joint Lead Arranger in its capacity as a joint lead arranger and joint bookrunner under this Agreement.


 


“ASC”
means the Financial Accounting Standards Board Accounting Standards Codification.


 


“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 Applicable 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 and, in the case of any assignment with respect to a Revolving Loan, Letter of Credit or Revolving Commitment, the Revolver
Agent.


 


“Assumption”
has the meaning specified in Section 9.17.


 






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“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)          (i) greater
of (x) $25,000,000 and (y) 35% of TTM Consolidated EBITDA as of the applicable date of determination plus (ii) 50%
of the aggregate amount of the Consolidated Net Income (or, if the Consolidated Net Income is a negative number, such amount shall
be deemed to be $0) accrued on a cumulative basis during the period, taken as one accounting period, beginning on January 1,
2021 and ending on the last day of the Borrower’s most recently completed fiscal quarter for which internal financial statements
are available immediately preceding the date of determination (such amount attributable to thise clause (a)(ii), the “Retained
Net Income Basket”), plus


 


(b)          the
cumulative amount of Net Proceeds of issuance of Equity Interests (other than Disqualified Stock, Equity Interests issued in connection
with the exercise of a Cure Right and Equity Interests issued in connection with Section 6.08(c)(B) hereof) received
by the Borrower after the Closing Date and prior to the date of determination, plus


 


(c)          an
amount equal to the net reduction in Investments made pursuant to Section 6.04(r) by the Borrower and its Restricted
Subsidiaries after the Closing Date resulting from (A) the sale or other disposition (other than to the Borrower 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 the Borrower is redesignated as a Restricted Subsidiary after the Closing Date,
an amount equal to the lesser of (A) the Fair Market Value of the Borrower’s interest in such Subsidiary immediately
following such redesignation and (B) the aggregate amount of the Borrower’s Investments in such Subsidiary pursuant
to Section 6.04(r), plus


 


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


 


(f)           Borrower
Retained Prepayment Amounts arising after the Closing Date, 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.


 




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“Available
Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor
for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be
used for determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance
of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause
(f) of Section 2.14.


 


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


 


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


 


“Bankruptcy
Event” means, with respect to any Person, such Person (i) becomes the subject of a bankruptcy or insolvency proceeding,
(ii) 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, (iii) becomes the subject of a Bail-In
Action or (iv) 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.


 


“Benchmark”
means, initially, LIBO Rate; provided that if a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election,
as applicable, and its related Benchmark Replacement Date have occurred with respect to LIBO Rate or the then-current Benchmark,
then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced
such prior benchmark rate pursuant to clause (b) or clause (c) of Section 2.14.


 


“Benchmark
Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined
by the Administrative Agent for the applicable Benchmark Replacement Date:


 



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(1) the sum of:
(a) Term SOFR and (b) the related Benchmark Replacement Adjustment;


 


(2) the sum of:
(a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;


 


(3) the sum of:
(a) the alternate benchmark rate that has been selected and mutually agreed upon by the Administrative Agent and the Borrower
as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any
selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental
Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current
Benchmark for dollar-denominated syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment;


 


provided that, in the
case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes
such rate from time to time as selected by the Administrative Agent in its reasonable discretion; provided further that, notwithstanding
anything to the contrary in this Agreement or in any other Loan Document, upon the occurrence of a Term SOFR Transition Event,
and the delivery of a Term SOFR Notice, on the applicable Benchmark Replacement Date the “Benchmark Replacement” shall
revert to and shall be deemed to be the sum of (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, as
set forth in clause (1) of this definition (subject to the first proviso above).


 


If the Benchmark Replacement
as determined pursuant to clause (1), (2) or (3) above would be less than the Floor, the Benchmark Replacement will be
deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.


 


“Benchmark
Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark
Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:


 


(1) for purposes
of clauses (1) and (2) of the definition of “Benchmark Replacement,” the first alternative set forth in the
order below that can be determined by the Administrative Agent:


 


(a) the spread
adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero)
as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended
by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for
the applicable Corresponding Tenor;


 


(b) the spread
adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set
for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to
be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and


 



    	 	-7-	 



      


    




 


(2) for purposes
of clause (3) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating
or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected and mutually
agreed upon by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any
selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement
of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark
Replacement Date or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method
for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark
Replacement for dollar-denominated syndicated credit facilities;


 


provided that, in the
case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes such Benchmark
Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion.


 


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


 


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


 


(1) in the case
of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of
the public statement or publication of information referenced therein and (b) the date on which the administrator of such
Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available
Tenors of such Benchmark (or such component thereof);


 


(2) in the case
of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication
of information referenced therein;


 


(3) in the case
of a Term SOFR Transition Event, the date that is thirty (30) days after the date a Term SOFR Notice is provided to the Lenders
and the Borrower pursuant to Section 2.14(c); or


 


(4) in the case
of an Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to the
Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business
Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in
Election from Lenders comprising the Required Lenders.


 



    	 	-8-	 



      


    




 


For the avoidance of
doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference
Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time
for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of
clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein
with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).


 


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


 


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


 


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


 


(3) a public statement
or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component
used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer
representative.


 


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


 


“Benchmark
Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant
to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current
Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14 and (y) ending at the
time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document
in accordance with Section 2.14.


 






    	 	-9-	 



      


    

 



 





“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 or control as required by the Beneficial
Ownership Regulation.


 


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


 


“BHC Act Affiliate”
of a party means an “affiliate’ (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k))
of such party.


 


“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 board of managers or 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 (a) 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, or (b) a Swingline Loan.


 


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


 






    -10-


     


    

 


“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 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 the Borrower or any of its Subsidiaries for the sole purpose of insuring
the business, facilities and/or employees of the Borrower and its Subsidiaries.


 


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


 


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


 


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


 


“CFC Holdco”
means any Domestic Subsidiary or Foreign Subsidiary that is a “disregarded entity” for U.S. federal income tax purposes
that owns (directly or indirectly) no material assets other than cash or cash accounts and equity interests (or equity interests
and indebtedness), each as determined for U.S. federal income tax purposes, of one or more (a) Foreign Subsidiaries that are
CFCs or (b) subsidiaries that themselves are CFC Holdcos.


 


“Change in
Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change
in any law, 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.


 






    -11-


     


    

 


“Change of
Control” means:


 





(a)         any
 “Person” or “group” (as such term is used in Sections 13(d) and 14(d) of the Securities and Exchange
Act of 1934 (the “Exchange Act”)), other than the Permitted Holders, is or becomes the beneficial owner (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall be deemed to have “beneficial ownership”
of all shares that any such person or group has the right to acquire, whether such right is exercisable immediately or only after
the passage of time), directly or indirectly, of more than 50% of the voting stock of Holdings (for purposes of calculating the
voting stock held by a group, the voting stock beneficially owned by a Permitted Holder shall be excluded to the extent such Permitted
Holder is part of such group),


 


(b)            Holdings
shall cease to own, directly or indirectly, one hundred percent (100%) of the outstanding Equity Interests of the Borrower, or


 


(c)            a
 “change of control” (or similar event) shall occur under any other 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, Initial Term Loans, Incremental Term Loans of any series, Extended Term Loans of any series, Replacement
Term Loans of any series or Swingline Loans, (ii) when used in reference to any Commitment, refers to whether such Commitment
is a Revolving Commitment, an Initial 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 March 8, 2021.


 


“Closing Date
Refinancing” means the refinancing of all of the outstanding obligations under the Existing Credit Agreement, other than
contingent indemnification obligations not yet asserted and the cash collateralization of letters of credit, cash management obligations
or other similar secured obligations thereunder.


 


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


 


“Code”
means the United States 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.


 






    -12-


     


    

 


“Collateral
Agent” means JPMorgan, 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 prior Liens to
the extent permitted by Section 6.02) in (i) all the Equity Interests of the Borrower and (ii) all Equity Interests
of each Restricted Subsidiary directly owned by the Borrower or a Subsidiary Loan Party; provided that in the case of any such
directly-owned Restricted Subsidiary that is a CFC or a CFC Holdco, such pledge shall be limited to 65% of the issued and outstanding
equity interests as determined for U.S. federal income tax purposes,


 


(d)           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, and


 


(e)          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 Collateral Agent, the costs, burden or consequences (including
any adverse tax consequences) of obtaining or perfecting such pledges or security interests in such assets (including any title
insurance or surveys) are excessive in relation to the practical benefits to the Lenders therefrom, (ii) in any owned real
property, (iii) in any leasehold interests, and (iv) with respect to any Excluded Assets.


 






    -13-


     


    

 


The Collateral Agent
may grant extensions of time for the perfection of security interests in 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.


 





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).  Except as set forth in the next sentence, perfection by possession with respect to
any item of Collateral shall not be required. Control agreements and perfection by control shall not be required with respect to
Collateral requiring perfection through control agreements or perfection by “control” (as defined in the Uniform Commercial
Code), other than in respect of certificated Equity Interests of the Borrower and wholly owned Restricted Subsidiaries that are
Material Subsidiaries directly owned by the Loan Parties otherwise required to be pledged pursuant to the provisions of clause
(c) of this definition of “Collateral and Guarantee Requirement” and not otherwise constituting an Excluded Asset.


 


“Commitment”
means a Revolving Commitment, an Initial 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 a Loan Party and who engages (or whose Affiliate engages) as a material business in
the same or similar business as a material business of the Loan Parties.


 


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


 


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


 






    -14-


     


    

 


(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 (xiv), (xvi)(B) and (xvi)(C)), the sum of: (i) consolidated interest expense of the Borrower
and its Restricted Subsidiaries for such period determined in accordance with GAAP, (ii) consolidated income tax expense of
the Borrower and its Restricted Subsidiaries for such period, (iii) all amounts attributable to depreciation and amortization
expense of the Borrower and its Restricted Subsidiaries for such period, (iv) any non-cash charges for such period (but excluding
(A) any non-cash charge 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 that relates to the write-down or write-off of inventory or accounts receivable);
provided that if any non-cash charges represent an accrual or reserve for potential cash items in any future period (x) the
Borrower may determine not to add back such non-cash charge in the current period or (y) to the extent the Borrower decides
to add back such non-cash charge, the cash payment in respect thereof in such future period shall be subtracted from Consolidated
EBITDA to such extent, (v) any net after-tax 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 net
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 the Borrower
or any other direct or indirect parent company of the Borrower (other than any such offering the proceeds of which are utilized
to effectuate a Cure Right or in connection with Section 6.08(c)(B) hereof) or merger, recapitalization or acquisition
transactions made by the Borrower or any of its Restricted Subsidiaries, or any Indebtedness incurred or repaid by the Borrower
or any of its Restricted Subsidiaries (in each case, whether or not successful), (vii) any Transaction Expenses made or incurred
by the Borrower and its subsidiaries in connection with the Transactions that are paid or accrued within 180 days of the consummation
of the Transactions (provided that any retention or severance payments paid to employees in connection with the Transactions may
be paid or accrued within 12 months 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) (A) the amount of management, monitoring,
consulting, transaction and advisory fees and related indemnities and expenses paid or accrued during such period to a Permitted
Investor to the extent permitted to be paid or accrued under Section 6.09(h) and (B) the amortization of any management,
monitoring, consulting, transaction and advisory fees paid on the Closing Date pursuant to the Management Agreement, (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) (A) fees and expenses paid or incurred
by the Borrower and its Subsidiaries in connection with the Amendment and Restatement of the Existing Credit Agreement that are
paid or accrued within 180 days of the Closing Date and (B) fees, costs and expenses paid or incurred by the Borrower in connection
with the making of the Permitted Distributions, (xii) 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) any 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); provided that the aggregate
amount of synergies added back pursuant to clauses (xiii), (xiv) and (xv) shall not exceed, for any Test Period, 35%
of Consolidated EBITDA (after giving effect to such addbacks) are (a) (i) reasonably identifiable and certified by a
Financial Officer and (ii) do not exceed for any Test Period, together the aggregate amount of synergies added back pursuant
to clauses (xiii), (xiv) and (xv), 35% of Consolidated EBITDA (after giving effect to such addbacks), or (b) funded or
reimbursed in cash by any governmental aid, relief payments, grants, loans (to the extent eligible for forgiveness) or similar
payments from any Governmental Authority or pursuant to any Government Program (including, without limitation, the Coronavirus
Aid, Relief, and Economic Security Act (“CARES Act”)) and, in each case, such governmental aid, relief payments,
grants, loans or similar payments are not included in the calculation of Consolidated Net Income or Consolidated EBITDA (for the
avoidance of doubt, amounts added back pursuant to this proviso (b) are not subject to and do not count towards the foregoing
35% of Consolidated EBITDA limitation), (xiv) pro forma “run rate” cost savings, operating expense reductions
and synergies related to the Transactions that are reasonably identifiable 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 24 months after the Closing Date; provided that the aggregate amount of
synergies added back pursuant to clauses (xiii), (xiv) and (xv) shall not exceed, for any Test Period, 35% of Consolidated
EBITDA (after to giving effect to such addbacks), (xv) 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 following the Closing Date, restructurings, cost savings initiatives and other initiatives that are reasonably
identifiable and projected by the Borrower in good faith to 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 24 months after such
acquisition, disposition or other specified transaction, restructuring, cost savings initiative or other initiative; provided that
the aggregate amount of synergies added back pursuant to clauses (xiii), (xiv) and (xv) shall not exceed, for any Test
Period, 35% of Consolidated EBITDA (after giving effect to such addbacks), (xvi) without duplication (A) the aggregate
reduction (if any) in Consolidated Net Income for such period attributable to all facilities opened or acquired and operating for
a period of 24 months or less by the Borrower and its Restricted Subsidiaries as of the end of the relevant Test Period, (B) for
newly opened facilities opened for a period of 24 months or less as of the end of the relevant Test Period, a “run-rate”
maturity adjustment that reflects the expected mature earnings profile of newly opened facilities, as determined by the Borrower
in good faith subject to a cap of (1) $14,000,000 with respect to the facility located at 3870 Rosin Court, Sacramento, California
and (2) with respect to each other such facility, $11,500,000 per facility, in each case for any Test Period added back pursuant
to this clause (B) and (C) a “run-rate” annualization adjustment to reflect a full 12 months of earnings
for facilities acquired within the relevant Test Period, (xvii) any net unrealized gain or loss (after any offset) resulting
from currency transaction or translation gains or losses and any net gains or losses related to currency remeasurements of Indebtedness
(including intercompany indebtedness and foreign currency hedges for currency exchange risk), (xviii) cash expenses incurred
during such period in connection with extraordinary casualty events to the extent such expenses are reimbursed in cash by insurance
during such period, (xix) any extraordinary, unusual or non recurring charges, expenses or losses and (xx) Public Company
Costs, minus


 






    -15-


     


    




 


(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),


 


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


 


(d)            minus
amounts distributed by Borrower or its Subsidiaries to Holdings pursuant to Sections 6.08(a)(iv) and 6.08(a)(xi) during
such period.


 


Notwithstanding the
foregoing, (a) with respect to any Qualified Joint Venture or Subsidiary which is consolidated for purposes of GAAP, Consolidated
EBITDA shall include 100% of such Person’s Consolidated EBITDA calculated as set forth above with respect to such Person,
(b) with respect to any other Person accounted for by the equity method of accounting, Consolidated EBITDA shall include the
Borrower’s pro rata share of Net Income of such Person and (c) Consolidated EBITDA for the fiscal quarters ended March 31,
2020, June 30, 2020, September 30, 2020 and December 31, 2020 shall be $21,803,632.32, $31,662,507.56, $29,048,803.11
and $30,097,566.95, respectively.


 


For the avoidance of
doubt, Consolidated EBITDA shall be calculated (i) including pro forma adjustments, in accordance with Section 1.07 with
respect to events occurring following the Closing Date and (ii) with respect any Test Period that includes any of the fiscal
quarters ended March 31, 2020, June 30, 2020, September 30, 2020 and December 31, 2020, based on the amounts
specified in clause (c) of the immediately preceding sentence, as adjusted to reflect the addback permitted under clause (a)(xvi) of
the definition of “Consolidated EBITDA” above for such Test Period.


 


“Consolidated
First Lien Net Indebtedness” means, as of any date of determination, (a) the principal 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 Collateral of the Loan Parties on a pari passu or senior basis to the Obligations (excluding any Indebtedness
to the extent subordinated in right of payment to the Obligations) minus (b) unrestricted cash and Permitted Investments
of the Borrower and its Restricted Subsidiaries, in each case, included on the consolidated balance sheet of the Borrower and its
Restricted Subsidiaries as of such date.


 






    -16-


     


    

 


“Consolidated
Net Income” means, for any period, the net income or loss of the Borrower 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 cumulative effect of a change in accounting principles during
such period to the extent included in Consolidated Net Income, (b) 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, (c) 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, (d) income or losses attributable to discontinued operations (including, without limitation, operations disposed during
such period whether or not such operations were classified as discontinued), (e) any non-cash charges (i) attributable
to applying the purchase method of accounting in accordance with GAAP, (ii) resulting from the application of ASC Topic 350
or ASC Topic 360, and (iii) relating to the amortization of intangibles resulting from the application of ASC Topic 805, (f) all
non-cash charges relating to employee benefit or other management or stock compensation plans of the Borrower 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 the Borrower or any Restricted Subsidiary of the Borrower 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 the Borrower for such period, (g) 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 (h) 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 the Borrower 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; provided that Consolidated Net Income of the Borrower shall be increased by the amount of dividends
or distributions that are actually paid in cash or Permitted Investments to (or to the extent subsequently converted into cash
or Permitted Investments by) the Borrower or a Restricted Subsidiary (subject to provisions of this sentence) during such period,
to the extent not previously included therein.





 


“Consolidated
Secured Net Indebtedness” means, as of any date of determination, (a) the principal 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) unrestricted cash and Permitted Investments of the Borrower and
its Restricted Subsidiaries, in each case, included on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries
as of such date.


 






    -17-


     


    

 


“Consolidated
Total Net Indebtedness” means, as of any date of determination, (a) the aggregate principal amount of Indebtedness
of the Borrower 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), obligations represented
by promissory notes 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 the Transactions
or any acquisition constituting an Investment permitted under this Agreement) minus (b) unrestricted cash and Permitted
Investments of the Borrower and its Restricted Subsidiaries included on the consolidated balance sheet of the Borrower and its
Restricted Subsidiaries as of such date plus (c) with respect to each Qualified Joint Venture, the Borrower’s
pro rata share of the positive difference (if any) of (x) the aggregate principal amount of Indebtedness of such Qualified
Joint Venture 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), obligations represented by promissory notes
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 minus (y) unrestricted cash
and Permitted Investments of such Qualified Joint Venture; 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 6.01(x) do not constitute Consolidated
Total Net Indebtedness.





 


“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.


 


“Corresponding
Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest
payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.


 


“Covered Entity”
means any of the following:


 


a “covered entity”
as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);


 


a “covered bank”
as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or


 


a “covered FSI”
as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).


 


“Covered Party”
has the meaning assigned to it in Section 9.18.


 


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


 






    -18-


     


    

 


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





 


“Daily Simple
SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established
by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental
Body for determining “Daily Simple SOFR” for business loans; provided, that if the Administrative Agent decides that
any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish
another convention in its reasonable discretion.


 


“Debt Fund
Affiliate” means 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 Investor
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 Swingline Loans or (iii) pay over to the Administrative Agent, Revolver Agent, any Issuing Bank, the
Swingline Lender 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 and Revolver 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, the Administrative Agent, the Revolver Agent, any
Issuing Bank, the Swingline Lender 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 or the Revolver 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 and Swingline
Loans 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, the Administrative
Agent and the Revolver Agent, (d) has become the subject of a Bankruptcy Event, 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.





 






    -19-


     


    

 


“Default Right”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1,
as applicable.


 


“Disqualified
Institutions” means (a) the Persons identified in writing as such by the Borrower to the Administrative Agent prior
to the Closing Date, (b) any Competitors of the Borrower and their Subsidiaries (other than any person that is a bona fide
debt fund or investment fund that is engaged in making, purchasing, holding or otherwise investing in commercial loans or similar
extensions of credit in the ordinary course of business) that (i) are identified in the list of Disqualified Institutions
pursuant to clause (a) hereof 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 the list of Disqualified Institutions 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 any person that is a bona fide debt fund or investment fund that is engaged in making, purchasing, holding
or otherwise investing in commercial loans or similar extensions of credit in the ordinary course of business) that (i)(A) are
identified in the list of Disqualified Institutions pursuant to clause (a) hereof 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 the list
of Disqualified Institutions or (ii) are clearly identifiable as an Affiliate of such Persons on the basis of such Affiliate’s
name; provided, that, until the disclosure of the identity of a Disqualified Institution or Affiliate of a Disqualified
Institution to the Lenders generally by the Administrative Agent, such Person shall not constitute a Disqualified Institution;
provided, further 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. Any updates, modifications or supplements to the list of Disqualified Institutions must be delivered by e-mail
to [***] and shall become effective three (3) Business Days after such delivery. The identity of Disqualified
Institutions may be communicated (i) by the Administrative Agent to a Lender upon request and (ii) by any Lender to any
prospective Lender, Participant or Assignee, subject to the acknowledgment and acceptance by such prospective Lender, Participant
or Assignee that the identity of Disqualified Institutions is being disseminated on a confidential basis and that such prospective
Lender, Participant or Assignee shall be bound by the same confidentiality restrictions as those applicable to the Lender making
such communication, but will not be otherwise posted or distributed to any Person. Notwithstanding the foregoing, the Borrower,
by written notice to the Administrative Agent, may from time to time in its sole discretion remove any entity from the list of
Disqualified Institutions (or otherwise modify such list to exclude any particular entity), and such entity removed or excluded
from the list of Disqualified Institutions shall no longer be a Disqualified Institution for any purpose under this Agreement or
any other Loan Document.


 






    -20-


     


    

 


“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.





 


“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.


 






    -21-


     


    

 


“Early Opt-in
Election” means, if the then-current Benchmark is LIBO Rate, the occurrence of:


 


		(1)	a notification by the Administrative Agent, the issuance of which shall be reasonably agreed to
in advance by the Borrower, to (or the request by the Borrower to the Administrative Agent to notify) each of the other parties
hereto that at least five currently outstanding dollar-denominated syndicated credit facilities at such time contain (as a result
of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a
benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review), and






 


		(2)	the joint election by the Administrative Agent and the Borrower to trigger a fallback from LIBO
Rate and the provision by the Administrative Agent of written notice of such election to the Lenders.



 


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


 


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


 


“EEA Resolution
Authority” means any public administrative authority or any Person entrusted with public administrative authority of
any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“Electronic Signature”
means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person
with the intent to sign, authenticate or accept such contract or record.


 


“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.


 






    -22-


     


    

 


“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, and including 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, (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 Plan or 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, or
the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any written notice, concerning a determination
that a Multiemployer Plan is, or is expected to be insolvent within the meaning of Title IV of ERISA or that a Multiemployer Plan
is in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305
of ERISA), (i) the receipt by the Borrower or any ERISA Affiliate of any written notice concerning a determination that a
Plan is, or is expected to be, in “at risk” status (within the meaning of Section 430 of the Code or Section 303
of ERISA) or (j) 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.


 






    -23-


     


    

 


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





 


“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
the Borrower 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) any Subsidiary that is a CFC or a CFC Holdco, (iv) Unrestricted Subsidiaries,
(v) Captive Insurance Subsidiaries, (vi) not-for-profit Subsidiaries, (vii) special purpose entities reasonably
satisfactory to the Administrative Agent, (viii) any Subsidiary that is not a Material Subsidiary and (ix) 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.


 


“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 Exchange Act and
the regulations thereunder (determined after giving effect to any 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, Revolver 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)such recipient being subject to Other Connection Taxes, (b) any branch profits Taxes, 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 that are (or would be) required to be withheld from amounts payable to or for the account of such Lender pursuant to a law
in effect on the date on which (i) such Lender acquires such interest in the Commitment (or, to the extent a Lender acquires
an interest in a Term Loan without acquiring an interest in the corresponding Commitment, the Term 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 became a party hereto or to such Lender immediately before it changed
its lending office, (d) any withholding Tax that is attributable to a Lender’s failure to comply with Section 2.17(e) or
withholding Tax that is attributable to an Applicable Agent’s failure to comply with Section 2.17(f), and (e) any
withholding Taxes imposed under FATCA.


 






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“Existing
Credit Agreement” means that certain Third Amended and Restated Credit Agreement, dated June 15, 2020, by and among
the Borrower, Holdings, the other Loan Parties party thereto, Capital One, National Association, as administrative agent and collateral
agent, and each of the financial institutions party thereto as lenders.


 


“Existing
Revolving Loans” has the meaning set forth in Section 2.01.


 


“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, treaty or convention among Governmental
Authorities entered into to implement the foregoing (together with any law implementing such agreement and any U.S. or non-U.S.
regulations or official guidance).





 






    -25-


     


    

 


“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 shall be set forth on the NYFRB’s Website from time to time,
and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate.


 


“Fee Letter”
means the Fee Letter, dated as of the date hereof, by and among the Administrative Agent and the Borrower.


 


“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.


 


“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.


 


“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.


 


“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.


 


“Floor” means the benchmark
rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or
renewal of this Agreement or otherwise) with respect to LIBO Rate.


 


“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.


 






    -26-


     


    

 


“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.





 


“Government
Programs” means (i) the Medicare and Medicaid Programs, (ii) any state health plan adopted pursuant to Title
XIX of the Social Security Act, and (iii) any other 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. Governmental
Authority shall include any agency, branch or other governmental body charged with the responsibility and/or vested with the authority
to administer and/or enforce any Healthcare Laws, including any Medicare, Medicaid or other Government Program contractors, intermediaries
or carriers.


 


“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).


 






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“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, PACE and the provision of medical and social services to PACE participants 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 the Stark Law, the federal anti-kickback law, 42 U.S.C. § 1320a-7b,
the federal civil monetary penalty statute 42 U.S.C. § 1320a-7a, the False Claims Act, 31 U.S.C. § 3729 et seq.,
the exclusion laws, 42 U.S.C. § 1320a-7, all criminal laws relating to health care fraud and abuse, including but not
limited to 18 U.S.C. Sections 286 and 287, and the health care fraud criminal provisions under HIPAA, federal laws regarding the
submission of false claims, false billing, false coding, collection of accounts receivable or refund of overpayments and similar
state laws and regulations, (b) federal and state laws and regulations applicable to reimbursement and reassignment, (c) HIPAA
and any state and local laws and regulations regulating the privacy and/or security of individually identifiable information of
patients and PACE participants, including state laws providing for notification of breach of privacy or security of individually
identifiable information of patients and PACE participants (collectively, “Privacy and Security Laws”), (d) Medicare
and Medicaid, (e) statutes and regulations affecting any other health care program financed with United States, state or any
other government funds or any other Government Programs, (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 Federal
Controlled Substances Act, 21 U.S.C. § 801, et seq., as amended, and implementing regulations, (h) Federal Food, Drug
and Cosmetic Act, 21 U.S.C. § 321 et seq., as amended, and implementing regulations, (i) Clinical Laboratory Improvement
Amendments of 1988, as amended, 42 U.S.C. § 263a et seq., implementing regulations, and any related state laws and regulations
governing laboratories, (j) the licensure or regulation of healthcare providers, suppliers, professionals, facilities or payors,
(k) Corporate Practice of Medicine Laws, (l) the provision of, or payment for, health care services, items or supplies,
(m) quality, safety certification and accreditation standards and requirements, and (n) any other federal or state law
or regulation governing health care or PACE providers.


 


“Healthcare
Permits” has the meaning specified in Section 3.21(g).


 


“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.


 






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


 





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


 


“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.


 


“IBA” has the meaning
assigned to such term in Section 1.08.


 


“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
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).


 






    -29-


     


    

 


“Indebtedness”
of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits
or advances of any kind, (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 (i) trade accounts payable and
accrued obligations incurred in the ordinary course of business and (ii) earn-outs and other contingent consideration obligations
to the extent the amount thereof has not yet been determined based on the achievement of the applicable financial performance or
other contingency for payment), (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, (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) any 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, deferred compensation or employee benefit plan in existence from
time to time or (e) earn-outs and similar contingent payment obligations, non-compete arrangements, indemnification obligations
and purchase price adjustments in connection with any Permitted Acquisition or permitted Investment.


 






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“Indemnified
Taxes” means (a) Taxes other than Excluded Taxes, imposed on or with respect to any payment made by or on account
of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.


 


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


 


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


 


“Initial Term
Loan” means the Term Loans funded on the Closing Date.


 


“Initial Term
Loan Maturity Date” means the fifth anniversary of the Closing Date.


 


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


 


“Interest
Election Request” means a written request by the Borrower to convert or continue a Borrowing in accordance with Section 2.07
substantially in the form of Exhibit E, or such other form as shall be approved by the Administrative Agent and, in
the case of any conversion or continuance with respect to a Revolving Loan, the Revolver Agent.


 


“Interest
Payment Date” means (a) with respect to any ABR Loan (including a Swingline Loan), the last day of each March, June,
September and December and (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.


 






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“Interest
Period” means, with respect to any Eurodollar 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 as may be agreed by the Borrower, the Applicable 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 that 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.


 


“IPO”
means the initial public offering of the common stock of TCO Group Holdings, Inc., a Delaware corporation, pursuant to the
Registration Statement on Form S-1, filed with the SEC on March 3, 2021, as amended.


 


“IRS”
means the United States Internal Revenue Service.


 


“ISDA Definitions”
means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto,
as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from
time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.


 


“Issuing Bank”
means JPMorgan, Capital One, National Association, Barclays Bank PLC, Citibank N.A., Goldman Sachs Bank USA and any Person that
becomes an Issuing Bank with the approval of, and pursuant to an agreement with and in form and substance satisfactory to, the
Administrative Agent and the Borrower in such Person’s capacity as Issuing Bank hereunder and together with its successors.
For the avoidance of doubt, Barclays Bank PLC shall only be required to provide standby Letters of Credit.


 


“Issuing Bank
Sublimit” means, with respect to JPMorgan, $8,571,000, with respect to Capital One, National Association, $7,500,000,
with respect to Barclays Bank PLC, $6,000,000, with respect to Citibank N.A., $3,429,000, with respect to Goldman Sachs Bank USA,
$4,500,000 and with respect to any other Issuing Bank, such amount as agreed between such Issuing Bank and the Borrower.


 






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“Joint Lead
Arrangers” means JPMorgan, Barclays Bank PLC and Capital One, National Association.


 


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


 


“Junior Lien
Intercreditor Agreement” means an intercreditor agreement or another agreement in form and substance reasonably acceptable
to the Administrative Agent and the Borrower.


 


“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.


 


“LCT Election”
has the meaning set forth in Section 1.07(f).


 


“LCT Test
Date” has the meaning set forth in Section 1.07(f).


 


“Lenders”
means each Person that was a lender on the Closing Date 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. Unless the context otherwise requires, the term “Lenders” includes
the Swingline Lender.


 


“Letter of
Credit” means any letter of credit issued or deemed issued pursuant to this Agreement.


 


“Letter of
Credit Sublimit” has the meaning set forth in Section 2.05(b).


 


“LIBO Rate”
means, with respect to any Eurodollar Borrowing for any Interest Period, 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 not be available
at such time for such Interest Period (an “Impacted Interest Period”) then the LIBO Rate shall be the Interpolated
Rate.


 






    -33- 


     


    

 


“LIBO Screen
Rate” means, for any day and time, 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 U.S. Dollars for a period equal in length to such Interest Period as displayed on such day and time 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);
provided that if the LIBO Screen Rate as so determined would be less than 0%, such rate shall be deemed to be 0% for the purposes
of this Agreement.


 


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


 


“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 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 the Borrower 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.


 


“LLC”
means any Person that is a limited liability company under the laws of its jurisdiction of formation.


 






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“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 (“L/C Reimbursement Obligations”),
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) the Fee Letter and (vi) any
other amendment or joinder to the foregoing.


 


“Loan Parties”
means Holdings, the Borrower, and the Subsidiary Loan Parties.


 


“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 and Swingline Loans or extensions of credit under any other revolving credit or similar facility).


 


“Management
Special Bonuses” has the meaning set forth in Section 6.08(a)(ix).


 


“Market
Capitalization” means an amount equal to (i) the total number of issued and outstanding shares of common Equity
Interests of TCO Group Holdings, Inc. on the date of the declaration of a Restricted Payment multiplied by (ii) the
arithmetic mean of the closing prices per share of such common Equity Interests on the principal securities exchange on which such
common Equity Interests are traded for the 30 consecutive trading days immediately preceding the date of declaration of such Restricted
Payment.


 


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


 


“Material
Disposition” means the sale by the Borrower or any Subsidiary of assets (including the capital stock of a Subsidiary
or a business unit) (whether effected pursuant to a division or otherwise) for aggregate consideration (including amounts received
in connection with post-closing payment adjustments, earn-outs and noncompete payments) of at least $25,000,000.


 






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“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, the Borrower and the Subsidiaries in an aggregate principal amount exceeding the
greater of (x) $25,000,000 and (y) 35% of TTM Consolidated EBITDA as of the date of such of determination. For purposes
of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Subsidiary in
respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that
the Borrower or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.


 


“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 5.0% of the Total Assets of the Borrower
and the Restricted Subsidiaries at such date or (ii) whose revenues during such Test Period were equal to or greater than
5.0% of the consolidated revenues of the Borrower 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 (viii) of
the definition thereof)) have, in the aggregate, (a) total assets at the last day of such Test Period equal to or greater
than 10.0% of the Total Assets of the Borrower and the Restricted Subsidiaries at such date or (b) revenues during such Test
Period equal to or greater than 10.0% of the consolidated revenues of the Borrower 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 Initial Term Loans, the Initial Term Loan Maturity Date, (ii) with respect
to the Revolving Commitments, the Revolving Maturity Date, (iii) with respect to any 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.


 


“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.


 






    -36- 


     


    

 


“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.


 


“MNPI”
has the meaning set forth in Section 8.07(b).


 


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


 


“Multiemployer
Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.


 


“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 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 $10,000,000 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, the Borrower and its subsidiaries
as of such date (excluding cash and Permitted Investments) minus (b) the consolidated current liabilities of Holdings,
the Borrower and its 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).


 


“Non-Core
Assets” means, in connection with any acquisition (including any Permitted Acquisition) permitted hereunder, non-core
assets acquired as part of such acquisition.


 


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


 






    -37- 


     


    

 


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


 


“Note”
has the meaning set forth in Section 2.09(e).


 


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


 


“NYFRB’s Website”
means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.


 


“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 by the Administrative Agent from a federal funds broker
of recognized standing selected by it.


 


“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.


 


“Organizational
Documents” means, with respect to any Person, collectively, (a) such Person’s articles or certificate of incorporation,
articles or certificate of organization, certificate of limited partnership, certificate of formation, or comparable documents
filed or recorded with the applicable Governmental Authority of such Person’s jurisdiction of formation and (b) such
Person’s, bylaws, limited liability company agreement, partnership agreement or other comparable organizational or governing
documents.


 


“Other Connection
Taxes” means, with respect to any Lender, Taxes imposed as a result of any present or former connection between such
Person and the jurisdiction imposing such Tax (other than a connection arising from 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).


 






    -38- 


     


    

 


“Other Taxes”
means any and all present or future recording, stamp, mortgage, court or documentary, intangible filing, transfer, or similar levies
arising from any payment made under this Agreement or 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, this Agreement
or any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an
assignment or designation of a new office 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 the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight
bank funding rate.


 


“PACE”
means the Program of All-Inclusive Care for the Elderly.


 


“Pari Passu
Debt” means, at any time, the Loans, all unfunded Commitments, and all other Indebtedness (including, without limitation,
all Refinancing Indebtedness) outstanding, and unfunded commitments to fund other Indebtedness, that is secured by all or a portion
of the Collateral on a pari passu basis (but without regard to the control of remedies) with the Obligations.


 


“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.


 


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


 


“Permits”
means, with respect to any Person, any permit, supplier or provider number, accreditation, approval, authorization, license, registration,
certificate, concession, grant, franchise, waiver, 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 transaction or series of related transactions by Borrower or any Restricted Subsidiary for the
direct or indirect (a) acquisition of all or substantially all of the property of any person, or all or substantially all
of the assets constituting a business unit, division, product line or line of business of any person, (b) acquisition of in
excess of 50% of the Equity Interests (or such lesser amount in an existing Investment the acquisition of which would result in
the Borrower and its Restricted Subsidiaries Investment holding at least 50% of such Equity Interests) of any person, and otherwise
causing such person to become a Subsidiary of such person, or (c) subject to Section 7.04, merger, amalgamation
or consolidation or any other combination with any person, if each of the following conditions is met, or if the Required Lenders
have otherwise consented in writing thereto:


 


(i)             no
Specified Default has occurred and is continuing at the time the definitive agreement for such acquisition is executed;


 






    -39- 


     


    

 


(ii)          the
persons or business to be acquired (other than Non-Core Assets, if any, with respect to such acquisition) shall be, or shall be
engaged in, a line of business other than a Permitted Business;


 


(iii)        (a) in
the case of an acquisition of all or substantially all of the property of any person or all or substantially all of the assets
constituting a business unit, division, product line or line of business of any person, the person making such acquisition is Borrower
or a Restricted Subsidiary (or a newly formed entity created to consummate the acquisition and directly or indirectly controlled
by Borrower), or upon consummation of such acquisition becomes, a Restricted Subsidiary, (b) in the case of an acquisition
of in excess of 50% of the Equity Interests (or such lesser amount in an existing Investment the acquisition of which would result
in the Borrower and its Restricted Subsidiaries Investment holding at least 50% of such Equity Interests) of any person, both the
person making such acquisition and the person directly so acquired is Borrower or a Restricted Subsidiary, or upon consummation
of such acquisition becomes, a Restricted Subsidiary, and (c) in the case of a merger, amalgamation or consolidation or any
other combination with any person, the person surviving such merger, amalgamation consolidation or other combination is Borrower
or a Restricted Subsidiary, or upon consummation of such acquisition becomes, a Restricted Subsidiary, subject, in each case, of
the right of the Borrower to designate Unrestricted Subsidiaries so long as the requirements in Section 5.14 are complied
with; and


 


(iv)           solely
with respect to the acquisition of persons organized in the United States or property or assets located in the United States, the
actions set forth in the definition of “Collateral and Guarantee Requirement,” to the extent applicable, shall have
been taken (or arrangements for the taking of such actions after the consummation of such acquisition shall have been made that
are reasonably satisfactory to the Administrative Agent), unless such newly created or acquired Subsidiary is designated as an
Unrestricted Subsidiary pursuant to Section 5.14 or is otherwise an Excluded Subsidiary.


 


“Permitted
Acquisition Agreement” means any agreement of merger, purchase or acquisition relating to a Permitted Acquisition.


 


“Permitted
Acquisition Company Representations” means, with respect to the representations and warranties contained in any Permitted
Acquisition Agreement with respect to a Permitted Acquisition subject to customary “funds certain provisions”, such
representations and warranties regarding the target of such Permitted Acquisition in the Permitted Acquisition Agreement as are
material to the interests of the Lenders financing such Permitted Acquisition, but only to the extent that Borrower or any of its
Restricted Subsidiaries or any of their respective Affiliates has the right to terminate its or its affiliates’ obligations
under the Permitted Acquisition Agreement (or the right not to consummate the acquisition pursuant to the Permitted Acquisition
Agreement) or to not close thereunder as a result of a breach of such representations and warranties in such Permitted Acquisition
Agreement.


 






    -40- 


     


    

 


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


 


“Permitted
Distributions” has the meaning set forth in Section 6.08(a)(ix).


 


“Permitted
Encumbrances” means:


 


(a)           Liens
imposed by law for Taxes that are not yet due and payable 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 unfiled and no other action has been taken to enforce such Liens or that are being contested in good faith and by
appropriate actions, in each case if adequate reserves with respect thereto are maintained on the books of the applicable Person
in accordance with GAAP or the equivalent accounting principles in the relevant local jurisdiction;


 


(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 (i) 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 the Borrower or
any 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)           [reserved],


 


(i)            leases
or subleases, and


 






    -41- 


     


    

 


(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: (i) any of the Permitted Investors or their respective Affiliates, (ii) any
investment fund or vehicle managed, sponsored or advised by a Permitted Investor or any Affiliate thereof, and any Affiliate of
or successor to any such investment fund or vehicle and (iii) each partner, officer, director, principal or member of the
Permitted Investors or any Affiliate of the Permitted Investors.


 


“Permitted
Initial Revolving Loan Borrowing Purposes” means one or more Borrowings of Revolving Loans that, do not in the aggregate,
exceed the amount sufficient to fund certain OID or upfront fees in connection with the Initial Term Loans and Revolving Commitments
as agreed with the Arranger.


 


“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,


 






    -42- 


     


    

 


(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 (g) above.


 


“Permitted
Investors” means each of (i) Welsh, Carson, Anderson & Stowe XII, L.P., a Delaware limited partnership,
(ii) Welsh, Carson, Anderson & Stowe XII Delaware, L.P., a Delaware limited partnership, (iii) Welsh, Carson,
Anderson & Stowe XII Delaware II, L.P., a Delaware limited partnership, (iv) Welsh, Carson, Anderson & Stowe
XII Cayman, L.P., a Cayman exempted limited partnership, (v) WCAS XII Co-Investors LLC, a Delaware limited liability company,
(vi) WCAS Management Corporation, a Delaware corporation and (vii) Apax.


 


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


 


“Permitted
Payment Restriction” shall mean any encumbrance or restriction (each, a “restriction”) on the ability of
any Qualified Joint Venture to pay dividends or make any other distributions on its Equity Interests to the Borrower or a Restricted
Subsidiary, which restriction would not materially impair the Borrower’s ability to make scheduled payments of cash interest
and to make required principal payments on the Loans, as reasonably determined by the Borrower.


 


“Permitted
Refinancing” means any Indebtedness of the Borrower 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 the
Borrower 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 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,


 






    -43- 


     


    

 


(d)         such
Indebtedness is incurred (i) by the Borrower 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 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 Junior Lien Intercreditor Agreement
with the Collateral Agent, the Liens securing such new Indebtedness shall be subject to a Junior Lien Intercreditor Agreement,
as applicable, with the Collateral Agent on terms not less favorable to the Secured Parties than the terms of such existing Junior
Lien Intercreditor Agreement, as applicable.


 


“Permitted
Security” means (a) common stock of Holdings or (b) Qualified Preferred Stock, in each case (i) (x) issued
to the Permitted Investors for cash or (y) issued to any other Person that makes an equity investment in Holdings in connection
with the Transactions and (ii) the proceeds of which are contributed by Holdings to the Borrower in exchange for common stock
or as a capital contribution.


 


“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.


 


“Prepayment
Event” means:


 


(a)          any
sale, transfer or other disposition of any property or asset of Holdings, the Borrower or any Restricted Subsidiary in excess of
$$10,000,000 per transaction (or series of related transactions), other than (i) dispositions described in clauses (a), (b),
(c) and (d) of Section 6.05 or (ii) dispositions pursuant to clause (e) of Section 6.05 to the extent
the property subject to such transaction was acquired after the Closing Date and such acquisition was funded by the issuance of
Equity Interests by Holdings (or capital contributions in respect thereof) substantially simultaneously with such acquisition,
or


 


(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 $10,000,000, or


 


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


 






    -44- 


     


    

 


“Prime Rate”
means, for any day, a rate per annum equal to the highest of (a) the rate last quoted by The Wall Street Journal as
the “Prime Rate” in the United States 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 reasonably determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as reasonably determined
by the Administrative Agent), (b) the sum of 0.50% per annum and the Federal Funds Effective Rate, and (c) the sum of
(x) the LIBO Rate calculated for each such day based on an Interest Period of one month determined two Business Days prior
to such day (but for the avoidance of doubt not less than one percent (1.00%) per annum), plus (y) the excess of the Applicable
Rate for Eurodollar Loans over the Applicable Rate for ABR Loans, in each instance, as of such day. Any change in the Prime Rate
due to a change in any of the foregoing shall be effective on the effective date of such change in the “bank prime loan”
rate, the Federal Funds Rate or the LIBO Rate for an Interest Period of one month.


 


“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 1.07.


 


“Pro Forma
Compliance” means, with respect to the Financial Covenant, compliance on a Pro Forma Basis in accordance with Section 1.07.


 


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


 


“Public Company
Costs” means, as to any Person, costs relating to compliance with the provisions of the Securities Act and the Exchange
Act (or similar regulations applicable in other listing jurisdictions), as applicable to companies with equity securities held
by the public, costs associated with, or in anticipation of, or preparation for, compliance with the requirements of the Sarbanes
Oxley Act of 2002 (or similar non-U.S. regulations) and the rules and regulations promulgated in connection therewith (or
similar regulations applicable in other listing jurisdictions), the rules of national securities exchange companies with listed
equity, directors’ or managers’ compensation, fees and expense reimbursement, costs relating to investor relations,
shareholder meetings and reports to shareholders, directors’ and officers’ insurance and other executive costs, legal
and other professional fees, and listing fees, whether arising by virtue of the initial listing of such Person’s equity securities
on a national securities exchange (or similar non-U.S. exchange) or in respect of the ongoing operation of such Person as a listed
equity or its listed debt securities following the initial listing of such Person’s equity securities or debt securities,
respectively, on a national securities exchange (or similar non-U.S. exchange).


 


“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.


 


“QFC”
has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with,
12 U.S.C. 5390(c)(8)(D).


 


“QFC Credit
Support” has the meaning assigned to it in Section 9.22.


 






    -45- 


     


    

 


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


 


“Qualified
Joint Venture” shall mean any joint venture that satisfies each of the following requirements: (1) except for Permitted
Payment Restrictions, there are no consensual restrictions, directly or indirectly, on the ability of such joint venture to pay
dividends or make distributions to the holders of its Equity Interests; (2) the Equity Interests of such joint venture consist
solely of (a) Equity Interests owned by the Borrower or one or more Loan Parties, and (b) Equity Interests owned by Strategic
Investors and (3) the primary business of such Qualified Joint Venture is a Permitted Business.


 


“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 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.


 


“Rate Contract”
means Swap Agreements and any other agreements or arrangements designed to provide protection against fluctuations in interest
or currency exchange rates.


 


“Reference
Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is LIBO Rate, 11:00
a.m. (London time) on the day that is two London banking days preceding the date of such setting, and (2) if such Benchmark
is not LIBO Rate, the time determined by the Administrative Agent in its reasonable discretion.


 


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


 


“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.


 






    -46- 


     


    

 


“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 or supplier numbers,
enrollments, provider agreements, participation agreements, accreditations and any other similar agreements with or approvals by
any Governmental Authority or other Person necessary to participate and receive reimbursement from a Government Program.


 


“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.


 


“Relevant
Governmental Body” means the Federal Reserve Board or the NYFRB, or a committee officially endorsed or convened by the
Federal Reserve Board or the NYFRB (including, without limitation, the Alternative Reference Rates Committee), or any successor
thereto.


 


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


 


“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).


 


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


 


“Requirement
of Law” means, with respect to any Person, (i) the Organizational 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, including all Healthcare Laws.


 






    -47- 


     


    

 


“Resolution
Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.


 


“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 the 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 the Borrower or a Restricted Subsidiary shall not
constitute a Restricted Payment but shall constitute an Investment.


 


“Restricted
Subsidiary” means any Subsidiary of the Borrower other than an Unrestricted Subsidiary.


 


“Reuters”
means, as applicable, Thomson Reuters Corp., Refinitiv, or any successor thereto.


 


“Revolver
Agent” means the Administrative Agent.


 


“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,
which commitment is set forth on Schedule 2.01 opposite such Lender’s name under the heading “Revolving Commitment”,
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.


 


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


 


“Revolving
Credit Facility” has the meaning set forth in the recitals.


 


“Revolving
Creditor” means each Revolving Lender, the Swingline Lender, each Issuing Bank and the Administrative Agent and, to the
extent its claim arises in connection with the credit facility evidenced by the Revolving Commitments, each other Indemnitee and
holder of an Obligation of a Loan Party.


 






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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
Loan Obligations” means all Obligations arising under or in respect of the Revolving Commitments.


 


“Revolving
Loan Outstandings” means at any time of calculation (i) the sum of the then existing aggregate outstanding principal
amount of Revolving Loans plus the then existing L/C Reimbursement Obligations and (ii) when used with reference to any single
Lender, the sum of the then existing outstanding principal amount of Revolving Loans advanced by such Lender plus the then existing
L/C Reimbursement Obligations for the account of such Lender.


 


“Revolving
Maturity Date” means the fifth anniversary of the Closing Date.


 


“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 that is entered into by and between the Borrower 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.


 






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“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 Revolver Agent, (e) the
Issuing Bank, (f) each Qualified Counterparty, (g) each Indemnitee, and (h) 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 Intellectual Property Security Agreements (if applicable), each reaffirmation
agreement or other similar agreement delivered in connection with any or all of the foregoing 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.


 


“SOFR”
means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published
by the SOFR Administrator on the SOFR Administrator’s Website at approximately 8:00 a.m. (New York City time) on the
immediately succeeding Business Day.


 


“SOFR Administrator”
means the NYFRB (or a successor administrator of the secured overnight financing rate).


 


“SOFR Administrator’s
Website” means the NYFRB’s Website, currently at http://www.newyorkfed.org, or any successor source for the secured
overnight financing rate identified as such by the SOFR Administrator from time to time.


 


“Solvent”
and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the
fair value (on a going concern basis) 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
(on a going concern basis) 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.


 






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“Specified
Default” means an Event of Default pursuant to Section 7.01(a), (b), (g) or (h).


 


“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 and 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, (b) 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 (c) 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 Person serving as the Administrative Agent
(or any Affiliate thereof) 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.


 


“Strategic
Investors” shall mean hospitals, health systems, other healthcare companies and other similar strategic joint venture
partners.


 


“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 1.07(f).


 


“subsidiary”
means, with respect to any 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 the Borrower.


 


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


 


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


 


“Supported QFC” has the
meaning assigned to it in Section 9.22.


 


“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 on account of services provided
by current or former directors, officers, employees or consultants of the Borrower 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.


 


“Swingline
Exposure” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline
Exposure of any Lender at any time shall be its Applicable Percentage of the aggregate Swingline Exposure at such time.


 


“Swingline
Lender” means JPMorgan, in its capacity as lender of Swingline Loans hereunder, together with its successors in such
capacity.


 


“Swingline
Loan” means a Loan made pursuant to Section 2.04.


 


“Swingline
Sublimit” has the meaning set forth in Section 2.04.


 


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


 


“Term Creditor”
means each Term Lender and, to the extent its claim arises in connection with the Term Loans, each other Indemnitee and holder
of an Obligation of a Loan Party.


 


“Term Lender”
means, at any time, any Lender that has a Term Loan and/or Commitment with respect to a Term Loan at such time.


 






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“Term Loan
Obligations” means all Obligations arising under or in respect of the Term Loans.


 


“Term Loans”
means the Initial 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.


 


“Term SOFR”
means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR
that has been selected or recommended by the Relevant Governmental Body.


 


“Term SOFR
Notice” means a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term
SOFR Transition Event.


 


“Term SOFR
Transition Event” means the determination by the Administrative Agent that (a) Term SOFR has been recommended for
use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative
Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in
a Benchmark Replacement in accordance with Section 2.14 that is not Term SOFR.


 


“Test Period”
means, for any date of determination under this Agreement, the four consecutive fiscal quarters of the Borrower most recently ended
as of such date of determination for which financial statements have been delivered.


 


“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 the provision
or supply of 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 or supply 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 the Borrower 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).


 


“Total Indebtedness”
means, as of any date, the aggregate principal amount of Indebtedness of Holdings, the Borrower and the 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.


 


“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.


 






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“Transaction
Expenses” means any fees or expenses incurred or paid by the Permitted Investors, any direct or indirect parent company
of the Borrower, the Borrower or any of its (or their) Subsidiaries in connection with the Transactions (including payments to
officers, employees and directors as change of control payments, severance payments, special or retention bonuses and charges for
repurchase or rollover of, or modifications to, stock options and/or restricted stock).


 


“Transactions”
means, collectively, (a) the IPO and (b) the Closing Date Refinancing.


 


“TTM Consolidated EBITDA”
means Consolidated EBITDA on a Pro Forma Basis for the most recently ended Test Period.


 


“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.


 


“UK Financial
Institutions” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time)
promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook
(as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions
and investment firms, and certain affiliates of such credit institutions or investment firms.


 


“UK Resolution
Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution
of any UK Financial Institution.


 


“Unadjusted
Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 


“Unrestricted
Subsidiary” means any Subsidiary of the Borrower 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. Special
Resolution Regime” has the meaning assigned to it in Section 9.22.


 


“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.


 






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“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.


 


“Write-Down
and Conversion Powers” means, (a) 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, and (b) with respect to the United Kingdom, any
powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability
of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that
liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument
is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of
the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.


 


“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) paid to the market in respect of such Indebtedness but excluding customary arranger, closing, underwriting,
commitment, structuring, ticking, unused line, amendment fees and other similar fees not paid generally to all lenders 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 (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 and (f) all references to “in the ordinary course of business” of Holdings or any Subsidiary
thereof means (i) in the ordinary course of business of, or in furtherance of an objective that is in the ordinary course
of business of Holdings or such Subsidiary, as applicable, (ii) customary and usual in the industry or industries of Holdings
and its Subsidiaries in any jurisdiction in which Holdings or any Subsidiary does business, as applicable, or (iii) generally
consistent with the past or current practice of Holdings or such Subsidiary, as applicable, or any similarly situated businesses
is any jurisdiction in which Holdings or any Subsidiary does business, as applicable..


 






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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 ASC Topic 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 (A) any election under ASC Topic 825 to value any Indebtedness or other liabilities of Holdings, the Borrower or
any Subsidiary at “fair value”, as defined therein, (B) the consolidation of variable interest entities in accordance
with ASC Topic 810 and (C) the portion of any Indebtedness attributable to any non-wholly owned Subsidiary that corresponds
to the non-controlling interest share owned by third parties in such non-wholly owned Subsidiary.


 


SECTION 1.05       [Reserved].


 


SECTION 1.06       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 1.07       Pro
Forma Calculations.


 


(a)            Notwithstanding
anything to the contrary herein, financial ratios and tests, including the First Lien Net Leverage Ratio, Secured Net Leverage
Ratio and the Total Net Leverage Ratio, and compliance with covenants determined by reference to Consolidated EBITDA or Total Assets,
shall be calculated in the manner prescribed by this Section 1.07; provided, that notwithstanding anything to the contrary
in clauses (b), (c), (d) or (f) of this Section 1.07, (A) when calculating any such ratio or test for purposes
of Section 6.12 (other than for the purpose of determining Pro Forma Compliance with Section 6.12), the events described
in this Section 1.07 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, the Borrower 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 financial
statements of the Borrower have been delivered prior to the Closing Date or pursuant to Section 5.01(a) or Section 5.01(b) (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 1.07) 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 the Borrower 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 1.07, then such financial ratio or test (or Total Assets) shall be calculated
to give Pro Forma Effect thereto in accordance with this Section 1.07.


 


(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 financial statements of the Borrower most recently delivered prior to the Closing Date or pursuant to Section 5.01(a) or
Section 5.01(b), 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.”


 








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(d)           In
the event that the Borrower 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 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.


 


(e)            [Reserved].


 


(f)            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 First Lien Net Leverage Ratio, Secured Net Leverage Ratio and Total Net Leverage Ratio, or


 


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


 






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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 or any of its Restricted Subsidiaries 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 (i) on a Pro Forma Basis 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.


 


SECTION 1.08       Interest
Rates; LIBOR Notification. The interest rate on Eurodollar Loans is determined by reference to the LIBO Rate, which is derived
from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing
banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct
Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions
to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”)
for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London
interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine
the interest rate on Eurodollar Loans. In light of this eventuality, public and private sector industry initiatives are currently
underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. Upon the occurrence
of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, Section 2.14(b) and (c) provide
the mechanism for determining an alternative rate of interest. The Administrative Agent will promptly notify the Borrower, pursuant
to Section 2.14(e), of any change to the reference rate upon which the interest rate on Eurodollar Loans is based. However,
the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the
administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of
 “LIBO Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof (including, without
limitation, (i) any such alternative, successor or replacement rate implemented pursuant to Section 2.14(b) or (c),
whether upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, and (ii) the
implementation of any Benchmark Replacement Conforming Changes pursuant to Section 2.14(d)), including without limitation,
whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to,
or produce the same value or economic equivalence of, the LIBO Rate or have the same volume or liquidity as did the London interbank
offered rate prior to its discontinuance or unavailability.


 








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SECTION 1.09       Divisions.
For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable
event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes
the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original
Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been
organized and acquired on the first date of its existence by the holders of its Equity Interests at such time.


 


ARTICLE II


 


The Credits


 


SECTION 2.01       Commitments.
Holdings, the Borrower and the Lenders acknowledge and agree that(a) each Lender with a Revolving Commitment agrees 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 (together with the LC Exposure of such
Lender and obligations of such Lender with respect to outstanding Swingline Loans) exceeding such Lender’s Revolving Commitment
(and, in the case of any Swingline Lender or Issuing Bank unless waived by such Person in its sole discretion, that will not result
in the aggregate amount of the Revolving Loans and Swingline 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), and (b) each
Lender agrees to make a term loan (each an “Initial Term Loan”) to the Borrower on the Closing Date in an aggregate
principal amount such that, immediately after giving effect thereto, the portion of the Initial Term Loan held by each Lender is
equal to the amount set forth opposite such Lender’s name in Schedule 2.01 under the heading “Initial Term Loan Commitment”
(such Commitments, the “Initial Term Loan Commitments”). 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 Initial Term Loans may not be reborrowed.


 


SECTION 2.02       Loans
and Borrowings.


 


(a)            Each
Loan (other than a Swingline 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.


 






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(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 $100,000 and not less than $500,000. At the time that each ABR Borrowing is made, such Borrowing shall be
in an aggregate amount that is an integral multiple of $100,000 and not less than $100,000. 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, (1) an ABR Revolving Borrowing may be in an aggregate amount that is equal
to the entire unused balance of the aggregate Revolving Commitments and (2) subject to Section 2.04(a), a Swingline Loan
may be in an aggregate amount (i) that is equal to the entire unused balance of the aggregate Revolving Commitments or (ii) that
is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e).


 


(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 Term Loan Maturity Date,
as applicable.


 


SECTION 2.03       Requests
for Borrowings. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall notify the Applicable Agent of
such request in writing (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, in the case of the Borrowing of the Initial Term Loans, one (1) Business
Day before the date of the proposed Borrowing) or (b) in the case of an ABR Borrowing, not later than 12:00 noon, 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) must be given not later than 10:00 a.m., New
York City time, on the date of the proposed Borrowing. Each written Borrowing Request shall be signed by the Borrower and irrevocable.
Each such written 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,


 


(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.


 






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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 Applicable
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     Swingline
Loans.


 


(a)            Subject
to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to
time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in
(i) the aggregate principal amount of outstanding Swingline Loans exceeding $3,000,000 (the “Swingline Sublimit”),
(ii) the aggregate Revolving Exposures exceeding the aggregate Revolving Commitments or (iii) unless otherwise consented
by the Swingline Lender in its sole discretion, the aggregate principal amount of outstanding Swingline Loans and Revolving Loans
of such Swingline Lender, when aggregated with the LC Exposure of such Swingline Lender, exceeding the amount of such Person’s
Revolving Commitment; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an
outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower
may borrow, prepay and reborrow Swingline Loans.


 


(b)            To
request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request in writing, not later than 2:00 p.m.,
New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested
date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise
the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available
to the Borrower by means of a credit to the general deposit account of the Borrower maintained with the Swingline Lender (or, in
the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance
to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.


 






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(c)            The
Swingline Lender may, and shall at least once every thirty (30) days, by written notice given to the Revolver Agent not later than
12:00 noon, New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day
in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which
Revolving Lenders will participate. Promptly upon receipt of such notice, the Revolver Agent will give notice thereof to each Revolving
Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each Revolving
Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Revolver Agent, for
the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each
Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph
is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance
of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset,
abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by
wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by
such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders),
and the Revolver Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The
Revolver Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter
payments in respect of such Swingline Loan shall be made to the Revolver Agent and not to the Swingline Lender. Any amounts received
by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt
by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Revolver Agent, any
such amounts received by the Revolver Agent shall be promptly remitted by the Revolver Agent to the Revolving Lenders that shall
have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided
that any such payment so remitted shall be repaid to the Swingline Lender or to the Revolver Agent, as applicable, if and to the
extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan
pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.


 


SECTION 2.05       Letters
of Credit.


 


(a)            General.
Subject to the terms and conditions set forth herein, the Borrower may request the issuance of 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
Revolver Agent and the Issuing Bank, 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 Revolver Agent
(at least three (3) Business Days in advance of the requested date of issuance, amendment, renewal or extension) 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 $30,000,000 (the “Letter of Credit Sublimit”), (ii) no Revolving Lender’s Revolving
Exposure (together with such Revolving Lender’s LC Exposure and the obligations of such Revolving Lender with respect to
outstanding Swingline Loans) shall exceed such Revolving Lender’s Revolving Commitment, (iii) unless otherwise consented
by the Issuing Bank in its sole discretion, the aggregate principal amount of outstanding Swingline Loans and Revolving Loans of
such Issuing Bank, when aggregated with the LC Exposure of such Issuing Bank, shall not exceed the amount of such Issuing Bank’s
Revolving Commitment and (iv) unless otherwise consented by the Issuing Bank in its sole discretion, the LC Exposure attributable
to Letters of Credit issued by such Issuing Bank shall not exceed such Issuing Bank’s Issuing Bank Sublimit.


 








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(i)            An
Issuing Bank shall not be under any obligation to issue any Letter of Credit if:


 


(A)           any
order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing
Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank shall prohibit, or require that such Issuing
Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such
Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank
is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed
loss, cost or expense that was not applicable on the Effective Date and that such Issuing Bank in good faith deems material to
it; or


 


(B)           the
issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally


 


(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 Revolver Agent). Any Letter of Credit may provide for automatic extension or renewal thereof for an additional period of up
to 12 months (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 Revolver 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.


 








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(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 Revolver 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 $100,000, 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
or 2.04 that such LC Disbursement be financed with an ABR Revolving Borrowing or Swingline Loan 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 or Swingline Loan (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 Revolver
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 Revolver 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 Revolver Agent shall promptly pay to the Issuing Bank the amounts
so received by it from the Revolving Lenders. Promptly following receipt by the Revolver Agent of any payment from the Borrower
pursuant to this paragraph, the Revolver 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 or a Swingline Loan 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 Revolver Agent, 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 Revolver Agent and the Borrower in writing
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.


 






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(i)             Replacement
of the Issuing Bank. The Issuing Bank may be replaced at any time by written agreement among the Borrower, the Revolver Agent
and the successor Issuing Bank. The Revolver 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.


 


(j)            Cash
Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice
from the Revolver 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 (g) or
(h) 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 Revolver 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 Revolver 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 Revolver 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.


 






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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 (or, in the case of any requested same-day ABR Borrowing, 2:00 p.m.), New York City time, to the account of the Applicable
Agent most recently designated by it for such purpose by notice to the Lenders; provided that Swingline Loans shall be made
as provided in Section 2.04. The Applicable 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 Applicable 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 Revolver Agent to the Issuing Bank.


 


(b)            Unless
the Applicable Agent shall have received notice from a Lender prior to the proposed Borrowing that such Lender will not make available
to the Applicable Agent such Lender’s share of such Borrowing, the Applicable 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 Applicable Agent, then the applicable Lender and the Borrower
severally agree to pay to the Applicable 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 Applicable
Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Applicable
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 Applicable 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 2.03. 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. This Section 2.07 shall not apply to Swingline Loans, which may not be converted
or continued.


 


(b)            To
make an election pursuant to this Section 2.07, the Borrower shall notify the Applicable Agent of such election in writing
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 signed by the Borrower and shall be irrevocable.


 








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(c)            Each
written 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.


 


(d)           Promptly
following receipt of an Interest Election Request, the Applicable 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 Applicable Agent, at the request of
the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, no outstanding Borrowing may
be converted to or continued as a Eurodollar Borrowing in excess of one month.


 


SECTION 2.08       Termination
and Reduction of Commitments.


 


(a)            Unless
previously terminated, (i) the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) the Initial
Term Loan Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date.


 






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(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 $100,000 and not less than
$100,000, and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent
prepayment of the Revolving Loans and Swingline Loans and/or cash collateralization of outstanding Letters of Credit in a manner
reasonably satisfactory to the applicable Issuing Bank and the Revolver 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 Applicable 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 Applicable 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 Applicable 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 Revolver Agent for the account of each Lender the then unpaid principal
amount of each Revolving Loan of such Lender on the Revolving Maturity Date, (ii) to the Administrative Agent for the account
of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10, and (iii) to
the Revolver Agent the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Maturity Date and the
first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least 2 Business Days after
such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, the Borrower shall repay all
Swingline Loans then outstanding.


 


(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)            (1) The
Administrative Agent shall maintain a Register in which it shall record (i) the amount of each Term 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 Term Lender hereunder and (iii) the amount of any sum received
by the Administrative Agent hereunder for the account of the Term Lenders and each Term Lender’s share thereof and (2) the
Revolver Agent shall maintain a Register in which it shall record (i) the amount of each Revolving 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 Revolving Lender hereunder and (iii) the amount of any sum
received by the Revolver Agent hereunder for the account of the Revolving Lenders and each Revolving Lender’s share thereof.
Without limitation of the foregoing, the Revolver Agent shall furnish to the Administrative Agent on a monthly basis, and at such
other times as the Administrative Agent may request, a copy of the Register maintained by the Revolver Agent.


 


(d)            The
entries made in the Register 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 or Revolver Agent to maintain accounts pursuant to paragraph
(b) or (c) of this Section 2.09 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 (a “Note”). In
such event, the Borrower shall prepare, execute and deliver to such Lender a Note payable to such Lender (or, if requested by such
Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent and, in the case of Revolving
Loans and Revolving Commitment, the Revolver Agent. Thereafter, the Loans evidenced by such Note and interest thereon shall at
all times (including after assignment pursuant to Section 9.04) be represented by one or more Notes in such form payable to
such payee and its registered assigns.


 


SECTION 2.10       Amortization
of Term Loans.


 


(a)            The
Borrower shall repay Initial Term Loan Borrowings on each date (each such date, a “Term Loan Installment Date”)
set forth below in the aggregate principal amount equal to the percentage set forth below of the aggregate outstanding principal
amount of the Initial Term Loans on the Closing Date (after giving effect to the Borrowing of the Initial Term Loans on the Closing
Date and to be adjusted for any voluntary and mandatory prepayments):


 


	Date	 	Amount (Percent of Principal)	 
	September 30, 2021	 	 	1.25	%
	December 31, 2021	 	 	1.25	%
	March 31, 2022	 	 	1.25	%
	June 30, 2022	 	 	1.25	%
	September 30, 2022	 	 	1.25	%
	December 31, 2022	 	 	1.25	%
	March 31, 2023	 	 	1.25	%
	June 30, 2023	 	 	1.25	%
	September 30, 2023	 	 	1.25	%
	December 31, 2023	 	 	1.25	%
	March 31, 2024	 	 	1.25	%
	June 30, 2024	 	 	1.25	%
	September 30, 2024	 	 	1.25	%
	December 31, 2024	 	 	1.25	%
	March 31, 2025	 	 	1.25	%
	June 30, 2025	 	 	1.25	%
	September 30, 2025	 	 	1.25	%
	December 31, 2025	 	 	1.25	%
	Initial Term Loan Maturity Date	 	 	Remaining outstanding aggregate

 principal amount of Initial Term

 Loans	 



 








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(b)            To
the extent not previously paid, all Initial Term Loans shall be due and payable on the Term Loan 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 and the payment
of any premium as provided in Section 2.12.


 


(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 Swingline Loans (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
Loans as provided in clause (e) of this Section 2.11 in an amount equal to 100% of such Net Proceeds (or, to the extent
that, after giving effect to such transaction, the Total Net Leverage Ratio does not exceed 3.75:1.00 on a Pro Forma Basis as of
such date, 0% of such Net Proceeds); provided 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 540 days after receipt of such Net Proceeds or, in the case
of a Prepayment Event arising from a disposition described in clause (r) of Section 6.05, 730 days after receipt of such
Net Proceeds, to acquire or replace real property, equipment or other tangible assets (excluding inventory), or other Investment
otherwise permitted hereunder, to be used in the business of the Borrower and the Restricted Subsidiaries (or, at the election
of the Borrower, credit such Net Proceeds against amounts paid in respect of an acquisition or Investment consummated no more than
365 days prior to the receipt of such Net Proceeds), 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 540-day
period or 730-day period, as applicable (and, if so contractually committed in writing but not applied prior to the end of such
365-day period or 730-day period, as applicable, 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)            [Reserved]


 


(e)            All
prepayments of the Loans required under clause (c) of this Section 2.11 (A) shall be applied first, to prepay
the scheduled installments of principal on the Term Loans (pro rata between Initial Term Loans and Incremental Term Loans, if any
(unless otherwise specified in the Additional Credit Extension Amendment governing such Incremental Term Loan) based on the outstanding
principal balance of such Term Loans as of the date of prepayment) in direct order of maturity; second to the outstanding
principal balance of the Revolving Loans, which shall not effect a permanent reduction to the Revolving Loan Commitment; and third
to cash collateralize any outstanding Letters of Credit in an amount equal to 103% of the face amount of such outstanding Letters
of Credit. 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 Applicable Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) in writing
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, (ii) in the case of prepayment of an ABR Borrowing, not
later than 12:00 noon, New York City time, one (1) Business Day before the date of prepayment or (iii) in the case of
prepayment of a Swingline Loan, not later than 2:00 p.m., 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 (other than a notice relating solely to Swingline Loans), the Applicable 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; provided that in the event that the notice required by this clause (f) is not made within
the required times with respect to any mandatory prepayments, such prepayment shall nevertheless be required to be made within
the times set forth for such prepayment herein, and any such prepayment of Eurodollar Loans made without the required notice shall
be required to be accompanied by additional amounts as set forth in Section 2.16.


 






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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 clause (c) 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 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”) attributable to Foreign Subsidiaries are prohibited or delayed by (x) applicable
local law or (y) material constituent document restrictions (including as a result of minority ownership) and other restriction
in material agreements, from being repatriated to the United States, the portion of such Net Proceeds so affected will not be required
to be applied to repay Term Loans at the times provided in this Section 2.11 but may be retained by the applicable Foreign
Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower
hereby agreeing to undertake to use commercially reasonable efforts to overcome or eliminate any such restriction (subject to the
considerations above and as determined in the Borrower’s reasonable business judgment) to make the relevant prepayment),
and once such repatriation of any of such affected Net Proceeds is permitted under the applicable local law, such repatriation
will be promptly effected and an amount equal to such repatriated Net Proceeds 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 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 attributable to
Foreign Subsidiaries would have material adverse tax consequences (as reasonably determined in good faith by the Borrower) with
respect to such Net Proceeds, such Net Proceeds so affected will not be required to be applied to repay Term Loans at the times
provided in this Section 2.11 but may be retained by the applicable Foreign Subsidiary.


 






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(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, pursuant to a bid made in the open market to all Lenders through the Administrative Agent pursuant to procedures
reasonably acceptable to the Administrative Agent, prepay Term Loans of any Class of any Lender so long as (w) immediately
prior to and after giving effect to any such prepayment pursuant to this Section 2.11(i), no Event of Default has occurred
and is continuing, (x) no proceeds of Swingline Loans or Revolving Loans are utilized to fund any such prepayment, and (y) 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.


 


SECTION 2.12         Fees.


 


(a)            The
Borrower agrees to pay to the Revolver Agent for the account of each Lender a commitment fee, which shall accrue at a rate per
annum equal to the Applicable Rate with respect thereto 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 and LC Exposure
of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose).


 


(b)            The
Borrower agrees to pay (i) to the Revolver 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 (as such Applicable Rate may be increased pursuant to Section 2.13(c)) 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 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 10 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).


 






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(c)            [Reserved].


 


(d)            The
Borrower agrees to pay to the Administrative Agent, the Revolver Agent, the Joint Lead Arrangers and the Lenders signatory to the
Fee Letter, as applicable, fees in the amount and at the times separately agreed upon between the Borrower, the Administrative
Agent, the Revolver Agent, the Joint Lead Arrangers and the Lenders signatory to the Fee Letter in the Fee Letter.


 


(e)            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.


 


(f)             The
Borrower agrees to pay to the Administrative Agent, the Revolver Agent and the Joint Lead Arrangers, as applicable, fees in the
amount and at the times separately agreed upon between the Borrower, the Administrative Agent, the Revolver Agent and the Joint
Lead Arrangers in the Fee Letter.


 


(g)            The
Borrower agrees to pay to the Administrative Agent, the Revolver Agent, the Joint Lead Arrangers and the Lenders signatory to the
Fee Letter, as applicable, fees in the amount and at the times separately agreed upon between the Borrower, the Administrative
Agent, the Revolver Agent, the Joint Lead Arrangers and the Lenders signatory to the Fee Letter in the Fee Letter.


 


(h)            If
the Borrower or any of its Affiliates pays the Term Loans in any amount and for any reason, no prepayment premium shall apply.


 


(i)            All
fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Applicable 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 (including each Swingline Loan) 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, (i) automatically upon the occurrence and during the continuance of a Specified Default, or (ii) at the
election of the Required Lenders upon the occurrence and during the continuance any other Event of Default, the Borrower shall
pay interest on overdue amounts hereunder at a fluctuating interest rate at all times equal to 2.00% per annum over the Applicable
Rate (but not with respect to any commitment fee set forth therein) to the fullest extent permitted by applicable laws. In the
case of clause (ii) above, in the case of any Event of Default resulting from the failure to observe or perform the Financial
Covenant, such election may not be made prior to the expiration of the Borrower’s Cure Right with respect to such Financial
Covenant Event of Default.


 






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(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)            Subject
to clauses (b), (c), (d), (e), (f) and (g) of this Section 2.14, if prior to the commencement of any Interest Period
for a Eurodollar Borrowing:


 


(i)            the
Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means
do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable (including because the LIBO Screen Rate is
not available or published on a current basis), for such Interest Period; provided that no Benchmark Transition Event shall
have occurred at such time; or


 


(ii)           the
Administrative Agent is advised by the Required Lendersthat the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest
Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its
Loan) included in such Borrowing for such Interest Period;


 


then the Administrative Agent shall give
notice thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail 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, (A) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation
of any Revolving Borrowing as, a Eurodollar Borrowing shall be ineffective and (B) if any Borrowing Request requests a Eurodollar
Revolving Borrowing, such Borrowing shall be made as an ABR Borrowing; provided that if the circumstances giving rise
to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.


 






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(b)            Notwithstanding
anything to the contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document”
for purposes of this Section 2.14), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related
Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then
(x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark
Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes
hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment
to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement
is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement
Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect
of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice
of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party
to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice
of objection to such Benchmark Replacement from Lenders comprising the Required Lenders of each Class.


 


(c)            Notwithstanding
anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR
Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting
of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes
hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment
to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that, this clause
(c) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice.
For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition
Event and may do so in its sole discretion.


 


(d)            In
connection with the implementation of a Benchmark Replacement, the Administrative Agent, in consultation with the Borrower, will
have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary
herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective
without any further action or consent of any other party to this Agreement or any other Loan Document.


 


(e)            The
Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event,
a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the
implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the
removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion
of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or,
if applicable, any Lender (or group of Lenders) pursuant to this Section 2.14, including any determination with respect to
a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or
refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or
their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case,
as expressly required pursuant to this Section 2.14.


 






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(f)             Notwithstanding
anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of
a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or LIBO Rate) and either (A) any
tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as
selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of
such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or
will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for
any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that
was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for
a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will
no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition
of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.


 


(g)            Upon
the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request
for a Eurodollar Borrowing of, conversion to or continuation of Eurodollar Loans to be made, converted or continued during any
Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request
for a Borrowing of or conversion to ABR Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current
Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark,
as applicable, will not be used in any determination of ABR.


 


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, the Revolver Agent, any Lender or the Issuing Bank to any Taxes (other than (A) Indemnified Taxes
or Other Taxes, 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


 






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(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, the Revolver Agent,
such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrower will pay to the Administrative
Agent, the Revolver 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 10 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 10 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 Applicable 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 Applicable Agent and over which the Applicable 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 be entitled
to 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 for Indemnified
Taxes or Other Taxes (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 or the Revolver Agent for its own account, the Administrative
Agent or Revolver Agent, as applicable) receives an amount equal to the sum it would have received had no such deduction or withholding
been made.


 






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(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)            Without
duplication of amounts payable by the Borrower under Section 2.17, the Borrower shall indemnify the Administrative Agent,
the Revolver 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, the Revolver 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 or Revolver 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, the Revolver Agent or any Lender pursuant to this Section 2.17(c) for
any amount to the extent the Administrative Agent, the Revolver Agent or such Lender fails to notify the Borrower of such possible
indemnification claim within 270 days after the Administrative Agent, the Revolver Agent or such Lender receives written notice
from the applicable taxing authority of the specific tax assessment giving rise to such indemnification claim.


 


(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.


 






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(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 Applicable 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 Applicable Agent, such properly completed
and executed documentation prescribed by applicable law or reasonably requested by the Borrower or the Applicable 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 Applicable Agent updated or other
appropriate documentation (including any new documentation reasonably requested by the Borrower or the Applicable Agent) or promptly
notify the Borrower and the Applicable 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 Applicable Agent (and from time to time thereafter upon the reasonable request of the Borrower or the Applicable
Agent) two duly completed and executed 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 Applicable Agent (and from time to time thereafter upon the reasonable request
of the Borrower or the Applicable Agent) two (2) duly signed and properly completed 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 (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;


 


(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 Applicable
Agent to determine the withholding or deduction required to be made; and


 






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(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 Applicable Agent at the time or times
prescribed by law and at such time or times reasonably requested by the Borrower or the Applicable 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 Applicable Agent as may be necessary for the Borrower and the Applicable 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 Applicable Agent to deliver to the Loan Parties and to any successor of such Applicable Agent any
documentation provided by such Lender pursuant to this Section 2.17(e).


 


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


 


(f)             On
or before the date the Applicable Agent becomes a party to this Agreement, the Applicable Agent (as well as any Person receiving
any payment on behalf of the Applicable Agent) shall provide to the Borrower, two (2) duly signed and 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 Applicable 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.


 






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(g)            If
the Administrative Agent, the Revolver 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 (including Taxes) of the Administrative Agent, the
Revolver 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, the Revolver 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, the Revolver Agent or such Lender
in the event the Administrative Agent, the Revolver 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, the
Revolver 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, the Revolver Agent or such Lender, as applicable, in a less
favorable net after-Tax position than the Administrative Agent, the Revolver 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, the Revolver 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 Swingline Lender and any Issuing Bank.


 


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 Applicable 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 Applicable
Agent at its offices at 383 Madison Avenue, New York, New York (or such other office as from time to time the Applicable Agent
shall designate by notice to the Borrower), except payments to be made directly to the Issuing Bank or Swingline Lender 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 Applicable 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.


 






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(b)            If
at any time insufficient funds are received by and available to the Applicable 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 or Swingline
Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations
in LC Disbursements and Swingline Loans 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 and Swingline Loans 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 and Swingline Loans; 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.


 


(d)            Unless
the Applicable Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Applicable
Agent for the account of the Lenders or the Issuing Bank hereunder that the Borrower will not make such payment, the Applicable
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 Applicable 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 Applicable Agent,
at the greater of the Federal Funds Effective Rate and a rate determined by the Applicable Agent in accordance with banking industry
rules on interbank compensation.


 






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(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 Applicable Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter
received by the Applicable 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 Section 2.04(c), 2.05(d) or (e), 2.06(a), 2.18(d) or 9.03(c), then the Revolver Agent may, in
its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Revolver
Agent for the account of such Revolving Lender and for the benefit of the Revolver Agent, the Swingline Lender 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 Revolver Agent in its discretion.


 


(f)             Notwithstanding
any contrary provision set forth herein or in any other Loan Document, all payments made by Loans Parties to Administrative Agent,
Revolver Agent or Collateral Agent after any or all of the Obligations under the Loan Documents have been accelerated (so long
as such acceleration has not been rescinded) or have otherwise matured, including proceeds of Collateral, shall be applied as follows:


 


first,
to payment of costs, expenses and indemnities, of Administrative Agent, Collateral Agent and Revolver Agent payable or reimbursable
by the Loan Parties under the Loan Documents;


 


second,
to payment of attorney costs of the Lenders and Issuing Banks payable or reimbursable by the Loan Parties under this Agreement;


 


third,
to payment of all accrued unpaid interest on the Loans, Letters of Credit and fees owed to the Lenders and Issuing Banks (whether
or not accruing after the filing of any case under the Bankruptcy Code with respect to any Obligations and whether or not a claim
for such post-filing or post-petition interest, fees, and charges is allowed or allowable in any such proceeding);


 


fourth,
to payment of that portion of the Obligations constituting unpaid principal of the Loans and Letters of Credit (including to cash
collateralize that portion of LC Exposure comprised of the aggregate undrawn amount of Letters of Credit), the Obligations under
Secured Hedge Agreements and Cash Management Obligations under Cash Management Agreements;


 


fifth,
to the payment of all other Obligations owing to the Administrative Agent and the other Secured Parties then due and payable; and


 


sixth,
any remainder shall be for the account of and paid to whoever may be lawfully entitled thereto.


 






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In carrying out the foregoing, (i) amounts
received shall be applied to each category in the numerical order provided until exhausted prior to the application to the immediately
succeeding category, (ii) each of the Lenders or other Persons entitled to payment shall receive an amount equal to its pro
rata share of amounts available to be applied pursuant to clauses third, fourth, and fifth above and (iii) no payments by
a Guarantor and no proceeds of Collateral of a Guarantor shall be applied to Obligations, the guaranty of which by such Guarantor
would constitute an Excluded Swap Obligation.


 


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(b) 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 Applicable 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 Applicable Agent,
which consent shall not unreasonably be withheld or delayed, (ii) such Lender shall have received payment of an amount equal
to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, 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 material 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)            At
any time or from time to time after the Closing Date, the Borrower may by written notice to the Administrative Agent, elect to
request (i) one or more increases to the existing Revolving Credit Commitments which may be under a new revolving credit facility
or may be part of an existing Class of Revolving Credit Commitments (any such increase, the “Incremental Revolving
Credit Commitments”); or (ii) prior to the Latest Maturity Date, the establishment of one or more new term loan
commitments which may be under a new term facility or may be part of an existing Class of Term Commitments (the “Incremental
Term Commitments”, and together with the Incremental Revolving Credit Commitments, the “Incremental Facilities”).
The aggregate amount of all such Incremental Facilities shall not exceed the sum of (A) the greater of (x) $125,000,000
and (y) 150% of Consolidated EBITDA as of the last day of the most recently ended four fiscal quarter period for which financial
statements are available, plus (B) an additional amount such that, in the case of this clause (B) only, after
giving Pro Forma Effect thereto (including the use of proceeds thereof and other customary events and assuming that any Incremental
Revolving Credit Commitments established at such time are fully funded), (x) if such Incremental Facility is secured on a
 “first lien” basis pari passu with the Liens on Collateral securing the Obligations, the First Lien Net Leverage
Ratio shall be no greater than 3.00:1.00 (the “First Lien Incremental Test Ratio”), (y) if such Facility
Increase is secured on a junior lien basis to the Liens on Collateral securing the Obligations, the Senior Secured Net Leverage
Ratio shall be no greater than 4.25:1.00 (the “Junior Lien Incremental Test Ratio”), and (z) if such Facility
Increase is unsecured, the Total Net Leverage Ratio shall be no greater 4.25:1.00 (the “Unsecured Incremental Test Ratio”
and, together with the First Lien Incremental Test Ratio and the Junior Lien Incremental Test Ratio, the “Incremental
Test Ratios”); provided, that for purposes of such calculation of the First Lien Net Leverage Ratio, Senior Secured
Net Leverage Ratio and Total Net Leverage Ratio, as applicable, (A) the proceeds of the applicable Facility Increase shall
not be included in the determination of unrestricted cash and Permitted Investments netted for the purposes of determining the
applicable Incremental Test Ratio and (B) such ratio shall be calculated as of the last day of the most recently ended Test
Period (in each case, excluding cash proceeds of such Incremental Facilities from any unrestricted cash permitted to be netted
in the calculation of such ratio), plus (C) to the extent not financed with long-term indebtedness, an amount equal
to all voluntary prepayments of the Term Loans, any Incremental Loans and, to the extent accompanied by a permanent reduction of
the Revolving Credit Commitments, voluntary prepayments of the Revolving Credit Loans (it being understood that, unless the Borrower
otherwise elects in writing to the Administrative Agent, (I) Borrower shall be deemed to have utilized amounts under clause
(B) (to the extent compliant therewith) prior to utilization of amounts under clause (A) or (C), (II) loans may
be incurred under clauses (A), (B) and (C) above, and proceeds from any such incurrence under each of clauses (A), (B) and
(C) above, may be utilized in a single transaction by first calculating the incurrence under clause (B) above and then
calculating the incurrence under clause (A) and/or (C) above, together with any other fixed dollar basket set forth herein)
and (III) the Administrative Borrower may reclassify utilizations among clauses (A), (B) and (C) above if, at the
time of such reclassification, the Borrower would be permitted to incur the aggregate principal amount of Indebtedness being so
reclassified (it being understood and agreed that such reclassification shall be automatic if at the end of any fiscal quarter
such reclassification would then be permitted); provided, that in no event shall the aggregate amount of Incremental Revolving
Credit Commitments incurred in reliance upon clauses (A) or (B) above exceed $50,000,000.


 






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(b)            On
the applicable date (each, an “Incremental Facility Closing Date”) specified in the applicable Additional Credit
Extension Amendment, 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) 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 Applicable Agent, the Swingline Lender and each Issuing Bank shall have consented
(not to be unreasonably withheld or delayed) to such Additional Lender’s providing such Incremental Revolving Commitments,
to the extent such consent, if any, would be required under Section 9.04(b) for an assignment of 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) without the consent of the existing Lenders,


 


(ii)            each
Incremental Term Commitment shall be in an aggregate principal amount that is not less than $1,000,000 and shall be in an increment
of $500,000 (provided that such amount may be less than $1,000,000 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 $1,000,000 and shall be in an increment of $500,000 (provided that such amount may be less
than $1,000,000 if such amount represents all remaining availability under the limit set forth in Section 2.20(d)(iii)),


 


(iii)          [reserved],
and


 






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(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 identical to 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, or otherwise reasonably satisfactory
to the Applicable 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 a Revolving Commitment Increase shall be identical (other than with respect to upfront
fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase or Revolving Commitment
Increase transaction, the interest rate margins and rate floors may be increased, any call protection provision may be made more
favorable to the applicable existing Lenders and additional upfront or similar fees may be payable to the lenders providing the
Term Loan Increases or Revolving Commitment Increases, as applicable) to the applicable Term Loans or Revolving Commitments being
increased, in each case, as existing on the Incremental Facility Closing Date. In connection with any Incremental Term Loans that
constitute part of the same Class as the Initial Term Loans, the Borrower and the Administrative Agent shall be permitted
to adjust the rate of prepayment in respect of such Class such that the Term Lenders holding Initial Term Loans comprising
part of such Class continue to receive a payment that is not less than the same Dollar amount that such Term Lenders would
have received absent the incurrence of such Incremental Term Loans. In any event:


 


(i)            the
Incremental Term Loans:


 


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


 






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(B)             as
of the Incremental Amendment Date, shall not have a final scheduled maturity date earlier than the Initial Term Loan 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 Initial 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 arrangers for such Incremental Term Loan, 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”)) 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 either be secured by the Collateral
or unsecured and, if so secured, shall rank pari passu or junior 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)             shall
provide that the 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))
of Loans with respect to Incremental Revolving Commitments after the associated Incremental Facility Closing Date shall be made
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 Swingline Lender and the Issuing Bank, in which case, on the
Incremental Amendment Date all Swingline Loans and 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 Swingline Lender or the Issuing Bank may, in its sole
discretion and with the consent of the Revolver Agent (not to be unreasonably withheld or delayed), agree in the applicable Additional
Credit Extension Amendment to increase the Swingline Sublimit or 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 arrangers of the Incremental Revolving Commitment,


 


(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.


 






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(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 Applicable Agent
and, for purposes of any election and/or increase to the Swingline Sublimit or the Letter of Credit Sublimit pursuant to Section 2.20(e)(ii)(D),
the Swingline Lender, the Revolver Agent and 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 Applicable Agent and the Borrower, to effect the provisions of this Section 2.20,
including amendments as deemed necessary by the Applicable 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.


 


(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 and (c) each Incremental Revolving Lender shall become a Lender with respect to the Incremental Revolving Commitments
and all matters relating thereto. The Administrative Agent, the Revolver 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:


 






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(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 Initial Term Loan 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.


 


(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).


 






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(d)            The
Borrower may, with the consent of each Person providing an Extended Revolving Commitment, the Revolver Agent and any Person acting
as swingline lender or 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 Applicable 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.


 


(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),


 


(b)            the
Revolving Commitment, Revolving Exposure, LC Exposure or Swingline 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),


 






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(c)            if
any Swingline Exposure or 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 Revolver Agent has received written notice from the
Borrower or a Revolving Lender, all or any part of the Swingline Exposure and 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 Swingline Exposure and 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 Revolver Agent (x) first, prepay such Swingline Exposure and (y) second, 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 Swingline Lender shall not be required to fund any Swingline Loan and 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 made Swingline Loan or 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).


 






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(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 Swingline Lender or 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, the Swingline
Lender shall not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase
any Letter of Credit, unless the Swingline Lender or the Issuing Bank, as the case may be, shall have entered into arrangements
with the Borrower or such Lender, satisfactory to the Swingline Lender or the Issuing Bank, as the case may be, to defease any
risk to it in respect of such Lender hereunder.


 


(e)            In
the event that the Revolver Agent, the Borrower, the Swingline Lender 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 Swingline Exposure and 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 Revolver 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 incorporation or organization (to the extent such concept exists
in such jurisdiction) except, solely with respect to any Restricted Subsidiary that is not a Material Subsidiary where the failure
to do so, individually or in the aggregate, is not reasonably likely to result in a Material Adverse Effect,, (b) except where
the failure to do so, individually or in the aggregate, is not reasonably likely to result in a Material Adverse Effect, has the
requisite power and authority and all governmental rights, qualifications, approvals, authorizations, permits, accreditations,
Reimbursement Approvals, licenses and franchises material to the business of the Borrower and the Restricted Subsidiaries taken
as a whole that are 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 is required.


 






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SECTION 3.02        Authorization;
Enforceability. This Agreement and the other Loan Documents to be entered into by each Loan Party and the performance by each
Loan Party of its obligations under the Loan Documents have been duly authorized by all necessary corporate or other action and,
if required, stockholder 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 entering into and performance of the Loan Documents as in effect on the Closing Date (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 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, (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 material to the business of the Borrower and the Restricted Subsidiaries, taken as a whole, (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 and (f) will not affect any Loan Party’s right to receive, or reduce the
amount of, payments and reimbursements from Third Party Payors, or materially adversely affect any Healthcare Permit. There is
no pending or, to the knowledge of any Loan Party, 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.


 






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SECTION 3.04        Financial
Condition; No Material Adverse Effect.


 


(a)            The
Borrower has heretofore delivered to the Lenders audited financial statements for the fiscal years ended June 30, 2020 and
unaudited financial statements for the fiscal quarter ended December 31, 2020. Such financial statements present fairly, in
all material respects, the financial position and results of operations and cash flows of TCO and its Subsidiaries as of such dates
and for such periods in accordance with GAAP consistently applied.


 


(b)            Since
June 30, 2020, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably
be expected to have 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 material to its business, free and clear of all Liens, except for Permitted Liens and minor defects in title
that do not interfere in any material respect with its ability to conduct its business or to utilize such properties for their
intended purposes, except in each case, where the failure to have such title or interest could not reasonably expected to have
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, except to the extent that, individually or in the
aggregate, failure to so own, license or possess would not be reasonably likely to result in a Material Adverse Effect. 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 such infringements that, individually or in the aggregate, are not reasonably likely to result
in a Material Adverse Effect.


 


SECTION 3.06        Litigation
and Environmental Matters.


 


(a)            As
of the Closing Date, except as set forth on Schedule 3.06 or could not reasonably be expected to have a Material Adverse
Effect, 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.


 


(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) neither Holdings, the Borrower nor any Restricted Subsidiary (i) has failed to comply with any applicable
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, and (B)(i) there has been no Release of Hazardous Materials at, on, under or
from any property currently, or to the knowledge of Holdings, the Borrower or any of the Restricted Subsidiaries, formerly owned,
leased or operated by any of them which could reasonably be expected to result in liability under any Environmental Law on the
part of any of them, and (ii) all Hazardous Materials generated, used or stored at, or transported for treatment or disposal
from, any properties currently, or to the knowledge of Holdings, Borrower and the Restricted Subsidiaries, formerly owned, leased
or operated by Holdings, the Borrower or any of the Subsidiaries have been disposed of in a manner that could not reasonably be
expected to result in liability under any Environmental Law on the part of any of them.


 






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SECTION 3.07         Compliance
with Laws and Agreements. Each of Holdings, the Borrower and the Restricted Subsidiaries is in compliance with all Requirements
of Law applicable to it or its property or operations and all material indentures, agreements and other instruments binding upon
it or its property, except where failure to comply, individually or in the aggregate, would not have a Material Adverse Effect.


 


SECTION 3.08         Investment
Company Status. Neither Holdings, the Borrower, nor any Domestic Restricted Subsidiary is required to be registered as 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 material
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 compliance with Section 5.05 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, except as would not reasonably be likely to result in a Material Adverse
Effect.


 


SECTION 3.11         Disclosure.


 


(a)            As
of the Closing Date, none of the reports, financial statements, certificates or other written information furnished by or on behalf
of any Loan Party to the Administrative Agent, the Revolver 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)
contains any untrue statement of material 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 (giving effect to all supplements and updates thereto),
not materially misleading; provided that the foregoing shall not apply to any projected financial information, and with
respect to such 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 and delivered and as of the Closing Date,
it being understood that such projections are not a guarantee of financial performance and actual results may differ from such
projections and such differences may be material.


 






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(b)            As
of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification provided
on or prior to the Closing Date to any Lender in connection with this Agreement is true and correct in all respects.


 


SECTION 3.12         Subsidiaries.
As of the Closing Date, Holdings does not have any subsidiaries other than the Borrower and the Subsidiaries 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         [Reserved].


 


SECTION 3.14


 


SECTION 3.15         Labor
Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (i) as of the
Closing Date, there are no strikes, lockouts or slowdowns against Holdings, the Borrower or any Restricted Subsidiary pending or,
to the knowledge of Holdings, the Borrower or any Restricted Subsidiary, threatened, (ii) the Borrower and the Restricted
Subsidiaries are in compliance with the Fair Labor Standards Act and any other applicable Requirements of Law dealing with such
matters and (iii) 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 (to the extent required by applicable Requirements of Law) or accrued as a liability on the
books of Holdings, the Borrower or such Restricted Subsidiary.


 


SECTION 3.16         Solvency.
Immediately after the consummation of the Transactions to occur on the Closing Date, the Borrower 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 3.17         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).


 






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SECTION 3.18         Reimbursement
from Third Party Payors. The accounts receivable of Holdings, the Borrower and the Restricted Subsidiaries have been at all
times during the three (3) years immediately preceding the Closing Date 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, except, in each instance, where failure to comply with the foregoing would not, individually or
in the aggregate, be reasonably likely to have a Material Adverse Effect. All billings by Holdings, the Borrower and each Restricted
Subsidiary pursuant to any Third Party Payor Arrangements have been at all times during the three (3) years immediately preceding
the Closing Date 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 have a Material Adverse Effect. At all times during the three (3) years immediately
preceding the Closing Date, none of the Borrower or any Restricted Subsidiary (i) has retained an overpayment received from,
or failed to refund any amount due to, any Third Party Payor in violation of any Healthcare Law or Third Party Payor Arrangement,
where such retention or failure to refund would, individually or in the aggregate, be reasonably likely to have a Material Adverse
Effect; and (ii) except as set forth on Schedule 3.17, has received written notice of, or has knowledge of, any material
overpayment or refunds due to any Third Party Payor outside the ordinary course of business.


 


SECTION 3.19     Fraud
and Abuse. At all times during the three (3) years immediately preceding the Closing Date, none of Holdings, the Borrower
or any 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 Subsidiary in any activities
that are prohibited, or, as applicable, cause for civil penalties, disqualification, debarment, or mandatory or permissive exclusion
from any Government Program, under any Healthcare Law, 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. To the knowledge of each Loan Party, during the three (3) years immediately preceding the Closing Date no Person
has filed or has threatened to file against any such party an action under any federal or state whistleblower statute, including
without limitation, under the False Claims Act of 1863 (31 U.S.C. § 3729 et seq.) or any other Healthcare Law. Neither Holdings,
the Borrower nor any Restricted Subsidiary shall be considered to be in breach of this Section 3.18 so long as such prohibited
actions as have occurred, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect.


 






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SECTION 3.20         Patriot
Act, Etc.


 


(a)            To
the extent applicable, Holdings and each of its Subsidiaries is in compliance, in all material respects, with (i) the Trading
with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31
C.F.R. Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto and (ii) the
Patriot Act. No part of the proceeds of the Loans will be used, directly or, to the knowledge of Holdings and its Subsidiaries,
indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate
for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any
improper advantage, in violation of the FCPA.


 


(b)            (i) None
of Holdings or its Subsidiaries will directly or, to the knowledge of Holdings or such Subsidiary, indirectly, (x) use the
proceeds of the Loans in violation of Sanctions or (y) otherwise make available such proceeds to any Person for the purpose
of financing activities or business of or with any Sanctioned Person, to the extent such activities, businesses or transaction
would be prohibited by Sanctions if conducted by a corporation incorporated in the United States or in a European Union member
state, or in any Sanctioned Country, except to the extent that such financing would be permissible for a Person required to comply
with Sanctions (including pursuant to any applicable exemptions, licenses or other approvals), (ii) none of Holdings, any
Subsidiary or their respective directors, officers or employees or any controlled Affiliate of Holdings, the Borrower or its Subsidiaries
that will act in any capacity in connection with or benefit from the incurrence of any Loans, is a Sanctioned Person and (iii) none
of Holdings, its Subsidiaries or their respective directors, officers and employees, are in violation of applicable Sanctions.


 


SECTION 3.21         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 Collateral 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 or (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.


 






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SECTION 3.22          Compliance
with Healthcare Laws.


 


(a)            Each
Loan Party and each of their respective Subsidiaries is, and at all times during the three (3) years immediately preceding
the Closing Date has been, in compliance with all Healthcare Laws and requirements of all Third Party Payor Arrangements applicable
to it, its assets, business or operations, including all conditions of coverage and conditions of participation under any Government
Program, except where non-compliance with any of the foregoing, individually or in the aggregate, would not have a Material Adverse
Effect. To any Loan Party’s knowledge, no circumstance exists or event has occurred which could reasonably be expected to
result in a material violation of any Healthcare Law or any requirement of any Third Party Payor Arrangement. There are no pending
(or, to the knowledge of any Loan Party, threatened) Proceedings against or affecting any Loan Party or, to the knowledge of any
Loan Party, any Licensed Personnel, relating to any actual or alleged non-compliance with any Healthcare Law or requirement of
any Third Party Payor other than those Proceedings that would not reasonably be expected to have, in the aggregate, a Material
Adverse Effect. To any Loan Party’s knowledge, there are no facts, circumstances or conditions that would reasonably be expected
to form the basis for any such Proceeding against or affecting any Loan Party or any Licensed Personnel.


 


(b)            Without
limiting the generality of any other representation or warranty made herein, (i) each of the physicians, nurse practitioners,
and physicians assistants, whether employees, independent contractors or leased personnel of each 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, and, when required, holds a valid and unrestricted Drug Enforcement Administration registration
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 applicable Healthcare Laws, (iii) all
agreements between a Loan Party and a hospital or other health care facility and all agreements between a Loan Party and Licensed
Personnel are in compliance in all material respects with all applicable Healthcare Laws and (iv) no Loan Party is and no
Licensed Personnel are debarred, disqualified, suspended or excluded from participation in any Government Program or are listed
on the United States Department of Health and Human Services Office of Inspector General List of Excluded Individuals/Entities
or General Services Administration list of excluded parties, except where non-compliance with any of the foregoing subsections
(i) through (iv), individually or in the aggregate, would not have a Material Adverse Effect, nor to any Loan Party’s
knowledge is any such debarment, disqualification, suspension or exclusion threatened or pending. To any Loan Party’s knowledge,
at all times during the three (3) years immediately preceding the Closing Date, each Loan Party has maintained in all material
respects all records required to be maintained by any Governmental Authority, including state licensing boards and agencies, CMS,
Drug Enforcement Administration and state boards of pharmacy and any Government Program as required by the Healthcare Laws and,
to any Loan Party’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 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 participate in and receive
reimbursement under any Government Program, except where non-compliance with any of the foregoing, individually or in the aggregate,
would not have a Material Adverse Effect.


 






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(c)            To
any Loan Party’s knowledge, there currently exist no restrictions, deficiencies, required plans of corrective actions or
other such remedial measures under any Government Program’s certifications or licensure, except such of the foregoing that,
individually or in the aggregate, would not have a Material Adverse Effect. Without limiting the foregoing, no validation review,
program integrity review, audit or other investigation related to any Loan Party or their respective operations (i) has been
conducted by or on behalf of any Governmental Authority in the three (3) years immediately preceding the Closing Date, or
(ii) is scheduled, pending or, to the knowledge of any Loan Party, threatened, that, in each case, would have, either individually
or in the aggregate, a Material Adverse Effect. No Loan Party has any 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 Subsidiary of a Loan Party or service
Subsidiary of a Loan Party or such Loan Party’s participation in any Government Program, any other material Third Party Payor
Arrangement, or of any participation agreements, 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 in the ordinary
course of the Loan Party’s business. There is no investigation, audit, claim review, or other action pending, or to the knowledge
of any Loan Party, threatened, which would reasonably be expected to result in a suspension, revocation, termination, restriction,
limitation, modification or non-renewal of any Reimbursement Approval or result in any Loan Party’s or any of their Subsidiaries’
exclusion from any Third Party Payor, except, in each case, where such exclusion, suspension, revocation, termination, restriction,
limitation, modification or non-renewal, individually or in the aggregate, would not have a Material Adverse Effect.


 


(d)            Each
Loan Party that provides professional Medical Services and each of its Licensed Personnel has the requisite National Provider Identifier
or other authorizations and Permits requisite to bill the Medicare and Medicaid Programs (in the state or states in which such
entities operate), and all other Third Party Payor Arrangements that such Loan Party currently bills or in the past billed 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 any Loan Party’s knowledge, threatened which
would likely result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any Third Party
Payor Arrangement, provider number, Permit 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.


 


(e)            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.


 






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(f)            Each
Loan Party and professional corporation and professional association with which a Loan Party has entered into a management services
agreement or other affiliation agreement conducts its business in compliance with all applicable Corporate Practice of Medicine
Laws except where non-compliance with the foregoing, would not reasonably be expected to have, in the aggregate, a Material Adverse
Effect.


 


(g)            Each
Loan Party will have, effective as of the Closing Date and at all times thereafter, such Permits, licenses, franchises, certificates
and other 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 any Government Program
(collectively, the “Healthcare Permits”), except where the failure to have any Healthcare Permit would not reasonably
be expected to have, in the aggregate, a Material Adverse Effect.


 


(h)            Each
Loan Party holds, and at all times during the three (3) years immediately preceding the Closing Date has held, all Healthcare
Permits necessary for it to own, lease, sublease or operate its assets or to conduct its business or operations as presently conducted
and to participate in and obtain reimbursement under all Third Party Payors in which such Persons’ participate, except where
a failure to hold any such Healthcare Permits would not reasonably be expected to have, in the aggregate, a Material Adverse Effect.
All such Healthcare Permits are, and at all times during the three (3) years immediately preceding the Closing Date have been,
in full force and effect and there is and has been no default under, violation of, or other noncompliance with the terms and conditions
of any such Healthcare Permit, except where a failure of any such Healthcare Permit to be in full force and effect, or any default
under, violation of, or other noncompliance with the terms and conditions of any such Healthcare Permit, would not reasonably be
expected to have, in the aggregate, a Material Adverse Effect. No Governmental Authority has taken, or to the knowledge of any
Loan Party intends to take, action to suspend, revoke, terminate, place on probation, restrict, limit, modify or not renew any
Healthcare Permit of any Loan Party where any such action would reasonably be expected to have, in the aggregate, a Material Adverse
Effect.


 


(i)            Each
Loan Party, as applicable, has obtained and maintains accreditation in good standing and without limitation or impairment by all
applicable accrediting organizations, to the extent prudent and customary in the industry in which it is engaged or required by
law (including any equivalent regulation), except where the failure to have or maintain such accreditation in good standing or
imposition of limitation or impairment would not reasonably be expected to have, in the aggregate, a Material Adverse Effect.


 


(j)            No
Loan Party is a party to or has any ongoing reporting obligations pursuant to any corporate integrity agreements, deferred prosecution
agreements, monitoring agreements, consent decrees, settlement orders, plans of correction or similar agreements with or imposed
by any Governmental Authority.


 






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SECTION 3.23         Privacy
and Security Law Compliance.


 


To the extent that
any Loan Party or any Subsidiary is a “covered entity” or “business associate” within the meaning of HIPAA
or any other comparable Privacy and Security Law, the Borrower and each such Loan Party and each Subsidiary, except as set forth
on Schedule 3.22, (x) is in compliance in all material respects with each of the applicable requirements of all Privacy
and Security Laws and (y) is not and would not reasonably be expected to become 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 Program or accreditation entity) that would result in any of the foregoing
or that would materially adversely affect a Loan Party’s or Subsidiary’s business, operations, assets, properties or
condition (financial or otherwise), in connection with any actual or potential violation by a Loan Party or any Subsidiary of the
then effective provisions of any Privacy and Security Law except, in each case, for such non-compliance under this Section 3.22
as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.]


 


SECTION 3.24         EEA
Financial Institution.


 


Neither the Borrower
nor any other Loan Party is an Affected Financial Institution.


 


ARTICLE IV


 


Conditions


 


SECTION 4.01         Closing
Date. This Agreement shall not become effective until the date on which each of the following conditions is satisfied (or
waived):


 


(a)            No
Default shall have occurred and be continuing on and as of the Closing Date.


 


(b)            Each
of the representations and warranties of Borrower and its Restricted Subsidiaries set forth in Section 3 and in the other
Loan Documents shall be true and correct in all material respects, except to the extent that such representations and warranties
specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all
material respects on and as of such earlier date (or, if qualified by “materiality”, “Material Adverse Effect”
or similar language, in all respects (after giving effect to such qualification));.


 


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


 


(d)            The
Administrative Agent shall have received all of the agreements, documents, instruments and other items set forth in Part II
of the Closing Checklist attached hereto as Exhibit C, each in form and substance reasonably satisfactory to the Administrative
Agent.


 


(e)            Since
June 30, 2020, there shall not have occurred a “Material Adverse Effect”.


 






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(f)            The
Administrative Agent and the Revolver Agent shall have received all fees and expenses due and payable on or prior to the Closing
Date, including the fees set forth in the Fee Letter and reimbursement or payment of all reasonable 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, in each case, to the extent invoiced three (3) days prior to the Closing Date).


 


(g)            The
Administrative Agent shall have received, at least three (3) days prior to the Closing Date, all documentation and other information
required by regulatory authorities concerning the Borrower and the Subsidiary Loan Parties 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.


 


(h)            Immediately
following or substantially concurrently with the funding of the Initial Term Loans, the IPO and the Closing Date Refinancing shall
have been consummated.


 


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) 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)           On the relevant date of such Borrowing, after giving effect to such Borrowing or issuance of such Letter of Credit, as applicable,
the following shall be true and correct:


 


(i) 
with respect to any borrowing under an Incremental Facility in order to effect a Limited Condition
Transaction, the Permitted Acquisition Company Representations and the Specified Representations shall be true and correct in all
material respects; provided that each reference in such representation or warranty to “Material Adverse Effect”
shall be deemed to be “Material Adverse Effect”, “Company Material Adverse Effect” or like term as defined
in the applicable Permitted Acquisition Agreement; and


 


(ii) 
with respect to each Borrowing or issuance of Letter of Credit, other than as set forth in clause
(i) above, 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).


 






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(b)            Solely
with respect to any Borrowing Request of the Initial Term Loans, Revolving Loans or issuance of any Letter of Credit (subject to
Section 1.07(f), with respect to Revolving Loans or issuance of any Letter of Credit in connection with a Limited Condition
Transaction), 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)            Solely
with respect to any Borrowing Request of the Initial Term Loans, Revolving Loans or issuance of any Letter of Credit (subject to
Section 1.07(f), with respect to Revolving Loans or issuance of any Letter of Credit in connection with a Limited Condition
Transaction), the opinion of the independent public accountants (after giving effect to any reissuance or revision of such opinion)
on the most recent audited consolidated financial statements delivered by the Borrower pursuant to Section 5.01(a) shall
not include a “going concern” or like qualification or exception or 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 or any anticipated inability
to satisfy any financial maintenance covenant (including the Financial Covenant) or from the activities, operations, financial
results, assets or liabilities of any Unrestricted Subsidiary.


 


(d)            Solely
with respect to any Borrowing Request of the Initial Term Loans, Revolving Loans or issuance of any Letter of Credit (subject to
Section 1.07(f), with respect to Revolving Loans or issuance of any Letter of Credit in connection with a Limited Condition
Transaction), the Administrative Agent and, if applicable, the Revolver Agent, the relevant Issuing Bank and/or Swingline Lender
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), (b) and (c) of this Section 4.02.


 


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 or terminated and all LC Disbursements
shall have been reimbursed, each of the Borrower and its Restricted Subsidiaries covenants and agrees with the Lenders that:


 






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


 


(a)            within
150 days after the end of the fiscal year of the Borrower ended June 30, 2021 and within 120 days after the end of each fiscal
year of the Borrower thereafter, audited year-end consolidated financial statements of the Borrower and its Subsidiaries (including
a balance sheet, statement of income 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 to the effect that such consolidated financial
statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries
on a consolidated basis in accordance with GAAP consistently applied,


 


(b)            within
60 days after the end of the fiscal quarter of the Borrower ended March 31, 2021 and within 45 days after the end of the first
three fiscal quarters each fiscal quarter of each fiscal year thereafter, unaudited quarterly consolidated financial statements
of the Borrower and its Subsidiaries (including a balance sheet, statement of income 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 the Borrower 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,


 


(c)            [reserved],


 


(d)            concurrently
with the delivery of the financial statements referred to in Section 5.01(a) for each fiscal year and Section 5.01(b) (for
the first three fiscal quarters of each fiscal year) (commencing with the second full fiscal quarter after the Closing Date), (A) a
duly completed Compliance Certificate substantially in the form of Exhibit F hereto, signed by a Financial Officer of the
Borrower and (B)  a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
that describes the financial condition and results of operations of the Borrower and its consolidated Subsidiaries,


 


(e)            [reserved],
and


 


(f)            simultaneously
with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) of this Section 5.01,
the related unaudited consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted
Subsidiaries (if any) from such consolidated financial statements either on the face of the financial statements or in the footnotes
thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and
reflecting the financial condition and results of operations of the Borrower and its Restricted Subsidiaries separate from the
financial condition and results of operations of the Unrestricted Subsidiaries of the Borrower.


 






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Notwithstanding the
foregoing, the obligations referred to in Sections 5.01(a) and (b) may be satisfied with respect to financial information
of the Borrower and its Subsidiaries by furnishing the applicable financial statements of Holdings (or any other direct or indirect
parent of Holdings) or Borrower, Holdings or such parent’s Form 8-K, 10-K or 10-Q, as applicable, filed with the SEC,
in each case, within the time periods specified in such paragraphs; provided that, to the extent such information relates
to Holdings or a direct or indirect parent thereof, if and for so long as such parent will have Independent Assets or Operations
such information is accompanied by consolidating information (which need not be audited) that explains in reasonable detail the
differences between the information relating to Holdings, on the one hand, and the information relating to the Borrower and the
consolidated Restricted Subsidiaries on a stand-alone basis, on the other hand.


 


Documents required
to be delivered pursuant to Section 5.01 may, at the Borrower’s option, be delivered electronically by posting such
documents electronically, and if so posted, such documents shall be deemed to have been delivered on the date on which the Borrower
posts such documents on the Borrower’s website or another public website (including EDGAR or any successor system thereto)
to which the Borrower may so direct; provided that upon the reasonable request of the Administrative Agent, the Revolver
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.


 


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 the Revolver Agent and each Lender), written notice of the
following promptly after obtaining knowledge thereof:


 


(i)            the
occurrence of any Event of Default; and


 


(ii)            the
filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Borrower
or any of its Restricted Subsidiaries that could in each case reasonably be expected 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.


 






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SECTION 5.03         Information
Regarding Collateral.


 


(a)            The
Borrower will furnish to the Collateral Agent prompt written notice of (but in no event later than 90 days following) 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.


 


(b)            [Reserved]


 


SECTION 5.04         Existence;
Conduct of Business. The Borrower will, and will cause each of the Restricted Subsidiaries to, do or cause to be done all
things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, permits,
approvals, accreditations, authorizations, Reimbursement Approvals, licenses, franchises, patents, copyrights, trademarks and
trade names material to the conduct of its business; provided that the foregoing shall not prohibit any merger, consolidation,
liquidation or dissolution 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 material
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 such payment is not reasonably likely to result,
individually or in the aggregate, in a Material Adverse Effect.


 


SECTION 5.06         Maintenance
of Properties. The Borrower 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, ordinary wear and tear excepted.


 


SECTION 5.07         Insurance.


 


(a)            The
Borrower 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 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. The Borrower will deliver to the Lenders, upon reasonable written request of the Administrative Agent
or Revolver Agent, information in reasonable detail as to the insurance so maintained.


 






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SECTION 5.08         [Reserved].


 


SECTION 5.09         Books
and Records; Inspection and Audit Rights. The Borrower will, and will cause each of its Restricted Subsidiaries to, 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. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any representatives designated
by the Administrative Agent, upon reasonable prior notice, to visit and inspect its properties during normal business hours, to
examine and make extracts from its books and records, including environment 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), upon reasonable prior
notice and during normal business hours, but not more than once in any twelve (12) month period absent the existence of an Event
of Default and only one (1) such time shall be at the Borrower’s expense absent the existence of an Event of Default.


 


SECTION 5.10         Compliance
with Laws. The Borrower will, and will cause each of its Restricted Subsidiaries to comply with all Requirements of Law, including
Environmental Laws and Healthcare 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. The Borrower will maintain in effect and enforce
policies and procedures designed to ensure compliance by the Borrower, its 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 Revolving Loans, Swingline Loans and Letters of Credit will be used
only for working capital and other general corporate purposes (including Permitted Acquisitions) and for any other purposes not
prohibited by this Agreement. The proceeds of the Initial Term Loans, together with the proceeds of the IPO, will be used by the
Borrower on the Closing Date (i) consummate the Closing Date Refinancing and (ii) to pay the Transaction Expenses and
for working capital and other 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. No part of the proceeds of any Borrowing or any Letter of Credit will be used, directly or, to the knowledge of Parent,
Holdings or the Borrower, indirectly, (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, except to the extent specifically or generally licensed by OFAC (or otherwise authorized by
OFAC), 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 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, within
60 days after the date such Restricted Subsidiary has been formed or acquired (or the date on which such Subsidiary ceases to constitute
an Excluded Subsidiary), notify the Collateral Agent and the Lenders (through the Administrative Agent) thereof and within such
60-day period cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary (if it is a Subsidiary
Loan Party) 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 within 10 days 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 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. 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)            If
any material assets 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 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; 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 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 and (ii) 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 or any Permitted Refinancing thereof. The designation of any Subsidiary as an Unrestricted
Subsidiary after the Closing Date shall constitute an Investment by the Borrower therein at the date of designation in an amount
equal to the greater of (x) the Fair Market Value of such Investment at the date of designation and (y) the sum of (i) the
aggregate amount paid to acquire such Unrestricted Subsidiary, if applicable, plus (ii) the aggregate amount of Investments
made by the Borrower and its Subsidiaries in such Unrestricted Subsidiary on or prior to the date of designation. 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
the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value of such
Investment in such Subsidiary.


 






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SECTION 5.15         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 5.15 as soon as commercially reasonable and by no later than the date set forth in Schedule
5.15; 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 or terminated and all LC Disbursements shall
have been reimbursed, each of the Borrower (and, with respect to Section 6.03 only, Holdings) and each Restricted Subsidiary
covenants and agrees with the Lenders that:


 


SECTION 6.01         Indebtedness;
Certain Equity Interests.


 


The Borrower will not,
nor will it permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:


 


(i)            Indebtedness
created under the Loan Documents,


 


(ii)            [reserved],


 


(iii)           Indebtedness
existing on the Closing Date set forth in Schedule 6.01 and any Permitted Refinancing thereof,


 


(iv)           Indebtedness
of the Borrower owed to any Restricted Subsidiary and of any Restricted Subsidiary owed to the Borrower or any other Restricted
Subsidiary; provided that (A) Indebtedness of the Borrower owed to any Restricted Subsidiary and Indebtedness of any
Subsidiary Loan Party owed to the Borrower or any other Restricted Subsidiary shall be subordinated to the Obligations on terms
reasonably satisfactory to the Administrative Agent, (B) Indebtedness owed to any Captive Insurance Subsidiary shall only
be subordinated to the extent permitted by applicable laws or regulations and (C) the related Investment is permitted by Section 6.04(d),


 






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(v)            Guarantees
by the Borrower of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of the Borrower 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 the Borrower 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,
the related Investment is permitted by Section 6.04(d),





 


(vi)           Indebtedness
(including Attributable Indebtedness) of the Borrower 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 the Borrower
or any 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 120 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 the greater of (x) $25,000,000 and (y) 35% of TTM Consolidated EBITDA
at the time of such incurrence at any time outstanding,


 


(vii)          Acquired
Indebtedness of the Borrower or any Restricted Subsidiary assumed in connection with any Permitted Acquisition and not created
in contemplation thereof; 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), the Total Net Leverage Ratio does not exceed
4.25:1.00, and any Permitted Refinancing of any such Indebtedness; provided further 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 (xiv) of this Section 6.01, $5,000,000,


 


(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 the Borrower 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 any Swap Agreement,


 


(xi)           [reserved],


 


(xii)          Indebtedness
representing deferred compensation to current or former consultants, employees or directors of Holdings, the Borrower and the Restricted
Subsidiaries incurred in the ordinary course of business and consistent with practices of the Borrower and its Restricted Subsidiaries
in place on the Closing Date,


 






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(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, $5,000,000 at any time outstanding,


 


(xv)          (a) junior
lien or unsecured Indebtedness; provided that on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness
and the use of proceeds thereof, (x) in the case of junior lien Indebtedness, the Secured Net Leverage Ratio does not exceed
4.25:1.00 as the most recent fiscal quarter for which financial statements have been delivered and (y) in the case of unsecured
Indebtedness, the Total Net Leverage Ratio does not exceed 4.25:1.00 as the most recent fiscal quarter for which financial statements
have been delivered and (b) any Permitted Refinancing thereof,


 


(xvi)         the
incurrence by the Borrower 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,


 


(xvii)       the
incurrence of Indebtedness arising from agreements of the Borrower 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 the Borrower or any Restricted Subsidiary,


 


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


 


(xix)         Indebtedness
of the Borrower 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 ten (10) Business Days or less, and


 


(xx)          the
incurrence or issuance by the Borrower or any of its Restricted Subsidiaries of any additional Indebtedness in an aggregate principal
amount not to exceed the greater of (x) $35,000,000 and (y) 50% of TTM Consolidated EBITDA at the time of such incurrence
at any time outstanding.


 


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 (xx) 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 (xx) 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. 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
(xx) above.


 



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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.


 


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.
The Borrower 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 the Borrower 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 the Borrower 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 the Borrower 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 securing Indebtedness permitted by clause (vii) of Section 6.01; 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 the Borrower 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,





 






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(e)            Liens
on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that
(i) such security interests secure Indebtedness permitted by clause (vi) of Section 6.01 (including Permitted Refinancings
thereof), (ii) such security interests and the Indebtedness secured thereby (other than Permitted Refinancings) are incurred
prior to or within 120 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 the Borrower 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 a banking institution encumbering deposits (including the
right of set-off) and which are within the general parameters customary in the banking industry,


 


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


 


(h)            Liens
in favor of the Borrower or another Loan Party (other than Holdings),


 


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


 


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


 


(k)            Liens
on assets of the Borrower or the Restricted Subsidiaries not otherwise permitted by this Section 6.02, so long as the aggregate
outstanding principal amount of the obligations secured thereby does not exceed the greater of (x) $35,000,000 and (y) 50%
of TTM Consolidated EBITDA at the time of such incurrence at any time outstanding; provided that in no event shall Holdings,
the Borrower or any Restricted Subsidiary create, incur, assume or permit to exist any Lien on any Equity Interests of the Borrower
or any Restricted Subsidiary,


 


(l)            Liens
on the Collateral securing Indebtedness permitted by paragraph (xv) or (xvi) of Section 6.01,


 


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





 






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(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, and


 


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


 


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, or liquidate or dissolve, except that, if at the time thereof
and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, (i) any
Loan Party 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 the Borrower under the Loan Documents, (ii) any
Loan Party (other than Holdings or the Borrower) 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 if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower
and is not materially disadvantageous to the Lenders and (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.


 


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


 


(c)            Holdings
will not engage in any business or activity other than the ownership of all the outstanding shares of capital stock of the Borrower
and engaging in corporate and administrative functions and other activities incidental thereto (including payment of dividends
and other amounts in respect of its Equity Interests). Holdings will not own or acquire any assets (other than Equity Interests
of the Borrower and the cash proceeds of any Restricted Payments permitted by Section 6.08 or proceeds of any issuance of
Indebtedness or Equity Interests permitted by this Agreement pending application as required by this Agreement) or incur any liabilities
(other than liabilities under and permitted to be incurred under the Loan Documents and liabilities reasonably incurred in connection
with its maintenance of its existence (including the ability to incur fees, costs and expenses relating to such maintenance) and
activities incidental thereto). Notwithstanding the foregoing, Holdings shall be permitted to (i) enter into transactions,
engage in activities and maintain assets or incur liabilities in respect of Swap Agreements related to Indebtedness of Holdings
permitted hereunder, (ii) engage in any public offering of its common stock or any other issuance or sale or repurchase of
its Equity Interests, in each case to the extent not resulting in a Change of Control, (iii) participate in tax, accounting
and other administrative matters as a member of the consolidated group of Holdings, the Borrower and its Restricted Subsidiaries,
(iv) hold any cash or property (but not operate any property), (v) employ or provide indemnification to employees, officers
and directors and (vi) engage in any activities incidental to the foregoing.





 






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SECTION 6.04         Investments,
Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, purchase
or acquire (including pursuant to any merger with any Person that was not a wholly owned Restricted Subsidiary prior to such merger)
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 the Borrower 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 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 (x) $10,000,000 and (y) 15% of TTM Consolidated EBITDA
at the time of such incurrence at any time outstanding (in each case determined without regard to any write-downs or write-offs),


 


(e)            loans
or advances made by the Borrower to any Restricted Subsidiary and made by any Restricted Subsidiary to the Borrower 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 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
(x) $10,000,000 and (y) 15% of TTM Consolidated EBITDA at the time of such incurrence in the aggregate at any time outstanding
(in each case determined without regard to any write-downs or write-offs),





 






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(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 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 (x) $10,000,000 and (y) 15% of TTM Consolidated EBITDA at the time of such incurrence 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 the Borrower 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 the Borrower 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 the Borrower or any Restricted Subsidiary
or in satisfaction of judgments,


 


(i)            Investments
by the Borrower 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 the Borrower 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 the Borrower or any Restricted Subsidiary not exceeding
$2,000,000 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,


 


(l)            Investments
of any Person existing at the time such Person becomes a Restricted Subsidiary of the Borrower or consolidates or merges, in one
transaction or a series of transactions, with the Borrower 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,





 






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(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
constituting the purchase of Equity Interests in any joint venture so long as on a Pro Forma Basis, immediately after giving effect
to the making of such Investment (together with any related issuance or incurrence of Indebtedness) as if such Investment had been
made on the first day of the applicable period, the Total Net Leverage Ratio as of the most recent Test Period prior to the making
of (or committing to make, at the option of the Borrower) such Investment shall be no greater than 4.25:1.00,


 


(p)            [reserved],


 


(q)            [reserved],


 


(r)            Investments
by the Borrower or any Restricted Subsidiary (including Investments in 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)            Investments
by the Borrower or any Restricted Subsidiary in an amount not to exceed the greater of (x) $35,000,000 and (y) 50% of
TTM Consolidated EBITDA as of the date of such Investment in the aggregate at any time outstanding,


 


(t)            Investments,
loans and advances by the Borrower 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)            additional
Investments so long as (i) at the time of making such Investment, no Specified Default shall have occurred and be continuing
and (ii) on a Pro Forma Basis, immediately after giving effect to the making of such Investment (together with any related
issuance or incurrence of Indebtedness) as if such Investment had been made on the first day of the applicable period, the Total
Net Leverage Ratio as of the most recent Test Period prior to the making of (or committing to make, at the option of the Borrower)
such Investment shall be no greater than 4.25:1.00, and


 


(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.


 






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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 the Borrower or a Restricted Subsidiary in respect of such Investment.





 


SECTION 6.05         Asset
Sales. The Borrower will not, and will not permit any Restricted Subsidiary to, sell, transfer, lease or otherwise dispose
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 the Borrower a Restricted Subsidiary), nor will the Borrower permit
any Restricted Subsidiary to issue any additional Equity Interest in such Restricted Subsidiary (other than to the Borrower 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 $10,000,000 for any individual transaction or series of related transactions, except:


 


(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,


 


(b)            sales,
transfers and dispositions to the Borrower 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 the Borrower or any Restricted Subsidiary,


 


(g)            (i) sales,
transfers and dispositions of Non-Core Assets in connection with a Permitted Acquisition or other Investment permitted hereunder
which, in the reasonable good faith judgment of the Borrower, are not used or useful or are duplicative in the business of Borrower
and the Restricted Subsidiaries or as required by regulatory (including antitrust) authorities and (ii) sales, transfers and
dispositions of assets not constituting Collateral, in an aggregate amount not to exceed the greater of $10,000,000 and 15% TTM
Consolidated EBITDA as of the most recent Test Period prior to making (or committing to make, at the option of the Borrower) such
sale, transfer or disposition,


 






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(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 in the ordinary course of business,


 


(k)            the
sale or disposition of any assets or property received as a result of a foreclosure by the Borrower 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 or sublicensing 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 the Borrower 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,


 


(q)            sales,
transfers, leases and other dispositions of assets in any fiscal year representing no more than 10% of Consolidated EBITDA for
the immediately preceding fiscal year of the Borrower and its Restricted Subsidiaries,


 


(r)            the
sale of Equity Interests in a Subsidiary formed after the Closing Date to a Strategic Investor within 18 months of the formation
of such Subsidiary in the ordinary course of business such that such newly-formed Subsidiary becomes a Qualified Joint Venture
as long as such Subsidiary continues to constitute a Qualified Joint Venture (it being agreed that such sale shall not be deemed
permitted pursuant to this clause (r) if the applicable Person ceases to be a Qualified Joint Venture), and


 


(s)            the
issuance by InnovAge California PACE-Sacramento, LLC of 41.1% (in the aggregate) of its outstanding Equity Interests to Adventist
Health System/West and Eskaton Properties, Incorporated on March 18, 2019 pursuant to the terms of that certain Limited
Liability Company Agreement, dated as of March 18, 2019, by and among TCO Western Holdings, LLC, Adventist Health System/West
and Eskaton Properties, Incorporated


 






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(t)            additional
sales, transfers, leases and other dispositions so long as (i) at the time of making such sale, transfer, lease or other disposition,
no Specified Default shall have occurred and be continuing and (ii) on a Pro Forma Basis, immediately after giving effect
to the making of such sale, transfer, lease or other dispositions) as if such sale, transfer, lease or other dispositions had been
made on the first day of the applicable period, the Total Net Leverage Ratio as of the most recent Test Period prior to the making
of (or committing to make, at the option of the Borrower) such sale, transfer, lease or other dispositions shall be no greater
than 3.75:1.00;


 





provided that, all sales, transfers,
leases and other dispositions permitted hereby (other than those permitted by paragraphs (b), (c), (f), (l), (n) and
(p) above) shall be made for Fair Market Value and (other than those permitted by paragraphs (b), (d), (h), (l), (n) and
(p) above) for at least 75% cash consideration; provided that, the foregoing cash consideration requirement shall be reduced
to the extent, on a Pro Forma Basis, immediately after giving effect to the making of such sale, transfer, lease or other disposition
as if such sale, transfer, lease or other dispositions had been made on the first day of the applicable period, the Total Net Leverage
Ratio as of the most recent Test Period prior to the making of (or committing to make, at the option of the Borrower) such sale,
transfer, lease or other disposition is no greater than (x) 3.75:1.00, to at least 50% cash consideration and (y) 3.00:1.00,
to 0% cash consideration (and for purposes of making the foregoing determination, each of the following shall be deemed “cash
consideration”: (1) any liabilities, as shown on the then most recent balance sheet of Borrower that are assumed by
the transferee of any such assets pursuant to a customary novation agreement or other customary agreement that releases Borrower
or such Restricted Subsidiary from all liability thereunder or with respect thereto; and (2) any securities, notes or other
obligations received by Borrower or such Restricted Subsidiary from the transferee that are converted to cash or Cash Equivalents
within ninety (90) days after receipt, to the extent of the cash or Cash Equivalents received in that conversion), plus
(for all such sales, transfers, leases and other dispositions permitted hereby) an aggregate additional amount of non-cash consideration
in the amount not to exceed the greater of (x) $10,000,000 and (y) 15% of TTM Consolidated EBITDA as of the date of such
Investment).


 


SECTION 6.06         [Reserved]


 


SECTION 6.07         [Reserved].


 


SECTION 6.08         Restricted
Payments; Certain Payments of Indebtedness.


 


(a)            The
Borrower 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,


 






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(iii)            the
Borrower may declare and pay dividends or make other distributions to Holdings, the proceeds of which are used by Holdings or a
parent to purchase or redeem Equity Interests of Holdings or a parent acquired by employees, consultants or directors of Holdings,
the Borrower or any Restricted Subsidiary; provided that the aggregate amount of such purchases or redemptions under this
clause (iii) shall not exceed $5,000,000 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 $5,000,000, any outstanding amounts form
such year (or any prior year) may be carried forward and used for such purpose in any following fiscal year); provided that
in any such case (A) no Specified Default has occurred and is continuing or would result therefrom and (B) immediately
after giving effect to any such purchase or redemption, the Borrower shall be in Pro Forma Compliance with the Financial Covenant,





 


(iv)            the
Borrower may make Restricted Payments to Holdings to pay (or to make a payment to any direct or indirect parent of Holdings to
enable it to pay) corporate overhead expenses incurred in the ordinary course and as may be necessary to permit Holdings (or any
direct or indirect parent thereof) to pay their expenses and liabilities incurred in the ordinary course, including, without limitation,
(A) customary and reasonable salary, bonus and other compensation and benefits payable to officers, employees and consultants
of Holdings or any direct or indirect parent thereof, (B) customary and reasonable fees and expenses paid to members of the
board of directors of Holdings or any direct or indirect parent thereof or payments in respect of indemnification obligations to
such board members, (C) reasonable general corporate overhead expenses of Holdings or any direct or indirect parent thereof,
to the extent allocable to the operations of the Borrower and its Restricted Subsidiaries, (D) franchise taxes and other similar
licensing expenses, in each case required to maintain its corporate existence and (E) fees and expenses (other than to Affiliates)
relating to any unsuccessful debt or equity financing,


 


(v)            with
respect to any taxable period (or portion thereof) with respect to which the Borrower 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 Holdings or a direct or indirect parent thereof is the common parent (a “Tax Group”), the Borrower may
make Restricted Payments to Holdings (or any such parent) in an amount necessary to enable Holdings (or such parent, as applicable)
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 the Borrower 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 the Borrower and/or its applicable Subsidiaries would have paid had the Borrower 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 made by such Unrestricted Subsidiary to the Borrower 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,


 






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(vii)          the
Borrower 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)        so
long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower and its Restricted
Subsidiaries may make payments, directly or indirectly, to Holdings or any other direct or indirect parent company of the Borrower
to pay management, consulting and advisory fees or any other amounts payable to any Permitted Holder to the extent permitted by
Section 6.09,


 


(ix)           (x) Borrower
may make distributions, directly or indirectly, to Holdings or any direct or indirect parent thereof to enable the applicable entity
to pay fees and expenses in connection with the Transactions and (y) Borrower may directly or indirectly pay an annual cash
Restricted Payment to its direct or indirect equity holders in an aggregate amount not exceeding the sum of (i) 6.0% per annum
of the Net Cash Proceeds received by Intermediate Holdings from the IPO and (ii) an aggregate amount per annum not to exceed
7.0% of Market Capitalization; ,


 


(x)            the
Borrower 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 Specified Default
has occurred and is continuing or would result therefrom and (y) solely to the extent such Restricted Payment is attributable
to the Retained Net Income Basket, immediately after giving effect to such Restricted Payment on a Pro Forma Basis, the Total Net
Leverage Ratio does not exceed 4.25:1.00,


 


(xi)            the
Borrower may make Restricted Payments to Holdings 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)           additional
Restricted Payments long as (i) at the time of making such Restricted Payment, no Specified Default shall have occurred and
be continuing and (ii) on a Pro Forma Basis, immediately after giving effect to the making of such Restricted Payment (together
with any related issuance or incurrence of Indebtedness) as if such Restricted Payment had been made on the first day of the applicable
period, the Total Net Leverage Ratio as of the most recent Test Period prior to the making of (or committing to make, at the option
of the Borrower) such Restricted Payment shall be no greater than 3.75:1.00, and ,


 


(xiii)         additional
Restricted Payments in an aggregate amount not to exceed the greater of (x) $25,000,000 and (y) 35% of TTM Consolidated
EBITDA as of the date of such Restricted Payment,


 






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(xiv)         the
Borrower 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,





 


(xv)          the
Borrower and its Restricted Subsidiaries may make cash payments in lieu of fractional shares issuable as dividends on preferred
stock or upon the conversion of any convertible debt securities of the Borrower and its Restricted Subsidiaries, and


 


(xvi)          payment
of fees and reimbursement of other expenses to the Permitted Holders in connection with the Transactions permitted by Section 6.09
shall be permitted,


 


and provided further that cancellation
of Indebtedness owing to the Borrower or any Restricted Subsidiary from members of management of the Borrower, any of the Borrower’s
direct or indirect parent companies or any of the Borrower’s Restricted Subsidiaries in connection with a repurchase of Equity
Interests of any of the Borrower’s direct or indirect parent companies will not be deemed to constitute a Restricted Payment.


 


(b)            The
Borrower 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 Subordinated Indebtedness (other than the intercompany loans among
Restricted Subsidiaries and the Borrower) (“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) solely to the extent such prepayment, redemption, defeasance, repurchase or other retirement is attribuable
to the Retained Net Income Basket, 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 4.25:1.00,


 






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(iv)          additional
prepayments, redemptions, defeasances, repurchases or other retirements as long as (i) at the time of making such prepayment,
redemption, defeasance, repurchase or other retirement, no Specified Default shall have occurred and be continuing and (ii) on
a Pro Forma Basis, immediately after giving effect to the making of such prepayment, redemption, defeasance, repurchase or other
retirement (together with any related issuance or incurrence of Indebtedness) as if such prepayment, redemption, defeasance, repurchase
or other retirement had been made on the first day of the applicable period, the Total Net Leverage Ratio as of the most recent
Test Period prior to the making of (or committing to make, at the option of the Borrower) such prepayment, redemption, defeasance,
repurchase or other retirement shall be no greater than 3.75:1.00,





 


(v)            additional
prepayments, redemptions, defeasances, repurchases or other retirements of Specified Indebtedness in an aggregate amount not to
exceed the greater of (x) $25,000,000 and (y) 35% of TTM Consolidated EBITDA as of the date of such prepayments, redemption,
defeasance, repurchase or other retirement,, and


 


(vi)            refinancings
of Indebtedness to the extent the Indebtedness being incurred in connection with such refinancing is a Permitted Refinancing.


 


(c)            The
Borrower will not, and will not permit any Restricted Subsidiary to, make any payment or prepayment with respect to the NewCourtland
Earn-Out unless (A) after giving effect to such payment, (i) the Loan Parties are in compliance on a Pro Forma Basis
with the covenant set forth in Section 6.12, recomputed for the most recent fiscal quarter for which financial statements
have been delivered, and (ii) no Event of Default has occurred and is continuing (or would result from the making of such
payment) or (B) such payment is made substantially simultaneously with the proceeds of issuances of Permitted Securities (or
any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the Administrative
Agent) by Holdings (other than (x) any Disqualified Stock and (y) Permitted Securities or other contributions or sales
of Equity Interests in connection with an exercise of the Cure Right).


 


SECTION 6.09         Transactions
with Affiliates. The Borrower 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 the Borrower or such Restricted
Subsidiary that could be obtained on arm’s-length transaction basis from unrelated third parties other than an Affiliate,


 


(b)            transactions
between or among Holdings, the Borrower, and the Subsidiary Loan Parties,





 






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(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(v) and Section 6.01(xii),


 


(e)            any
Restricted Payment permitted under Section 6.08,


 


(f)            loans
or advances to employees permitted under Section 6.04(e),


 


(g)            any
lease entered into between the Borrower or any Restricted Subsidiary, as lessee, and any of the Affiliates of the Borrower 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 and for which the Borrower 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 lease is fair to the Borrower or
such Restricted Subsidiary from a financial point of view,


 


(h)            ,
the Borrower or any of its Restricted Subsidiaries may pay, or may pay cash dividends to enable Holdings to pay, (A) so long
as no Default described in Section 7.01(b) and no Event of Default has occurred and is continuing, the management, advisory,
incentive or similar fees payable under the Management Agreement for any period ending after the fourth anniversary of the Closing
Date in an aggregate amount not greater than $1,000,000 during any fiscal year, payable in equal quarterly installments, in arrears
(plus any unpaid management, consulting, monitoring or advisory fees within such amount accrued in any prior year but in any event
accrued after the fourth anniversary of the Closing Date), (B) so long as no Default described in Section 7.01(b) and
no Event of Default has occurred and is continuing, fees in respect of any financings, acquisitions or dispositions with respect
to which any Permitted Holder acts as an adviser to Holdings, the Borrower or any Restricted Subsidiary in an amount not to exceed
2.0% of the value of any such transaction and (C) indemnities and expense reimbursements pursuant to the Management Agreement;
provided, any fees not paid under this Section 6.09(h) due to the existence of a Default described in Section 7.01(b) or
an Event of Default shall be deferred and may be paid when no such Default or Event of Default exists or would arise as a result
of such payment,


 


(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 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 plans and arrangements paid to, and indemnities
provided for the benefit of, directors, officers, consultants 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),





 






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(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 the Borrower or such Subsidiary Loan Party than those provided for in the original agreements,


 


(m)            any
employment, consulting, change of control and severance arrangements entered into in the ordinary course of business between a
parent, Holdings, the Borrower or any Restricted Subsidiary and any officer, consultant or employee thereof,


 


(n)            payments
by the Borrower 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 which are approved in good faith by a majority of the disinterested members of the Board of Directors
of the Borrower and for which the Borrower 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 the Borrower or such Restricted
Subsidiary, as applicable, from a financial point of view,


 


(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)(iv),


 


(q)            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,


 


(r)            non-exclusive
intellectual property licenses not materially interfering with the conduct of the Borrower's business in the ordinary course of
business, and


 


(s)            the
Transactions (including Transaction Expenses) and the payment of fees and expenses as part of or in connection with the Transactions.


 


SECTION 6.10     Restrictive
Agreements.


 


(a)            Subject
to clauses (b) through (d) below, the Borrower 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 the Borrower or any other Restricted Subsidiary
or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary.


 






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(b)            The
foregoing clause (a) shall not apply to restrictions and conditions (i) imposed by law or by any Loan Document, documentation
governing any Permitted Refinancing (provided that such restrictions are not materially more restrictive (as determined
in good faith by the Borrower), 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 Closing Date 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 a Restricted Subsidiary pending such sale; provided such restrictions
and conditions apply only to the 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 and (v) imposed by any
customary provisions restricting assignment of any agreement entered into the ordinary course of business.


 


(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 and (ii) imposed by customary provisions in leases restricting the assignment thereof.


 


(d)            The
foregoing clause (a)(ii) shall not apply (x) to customary provisions in joint venture agreements relating to purchase
options, 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 or asset sale 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 the Borrower
or a Restricted Subsidiary of the Borrower to other Indebtedness incurred by the Borrower 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. The Borrower will not, and will not permit any Restricted Subsidiary to, amend, modify or waive any
of its rights under (a) the documentation governing any Permitted Securities or (b) its Organizational Documents to the
extent such amendment, modification or waiver would be materially adverse to the Lenders.


 






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SECTION 6.12         Maximum
Secured Net Leverage Ratio .


 


The Borrower will not
permit the Secured Net Leverage Ratio, calculated on the last day of each fiscal quarter listed below, to be greater than 4.75:1.00
as of the last day of each fiscal quarter, commencing with the fiscal quarter ending September 30, 2021.





 


SECTION 6.13        Fiscal
Year. The Borrower will not, and will not permit any Restricted Subsidiary to, change its fiscal year to end on any date other
than June 30.


 


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,


 


(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, in the case of Section 6.03, 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(a)(i), 5.04 (solely with
respect to the existence of the Borrower) or in Article VI; provided that the Financial Covenant is subject to cure
pursuant to Section 7.02,


 


(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),


 






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(f)            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 (f) shall not
apply to Secured Indebtedness that becomes due solely 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,


 


(g)            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,


 


(h)            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 (g) 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,


 


(i)            one
or more judgments for the payment of money (to the extent not paid or covered by independent third-party insurance or indemnity
as to which the insurer or applicable indemnitor has been notified of such judgment or order and has not denied coverage or indemnity)
in an aggregate amount in excess of the greater of (x) $25,000,000 and (y) 35% of TTM Consolidated EBITDA as of the date
of such of determination shall be rendered against Holdings, the Borrower, any Restricted Subsidiary or any combination thereof
and the same shall remain undischarged for a period of 60 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,


 






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(j)            (i) an
ERISA Event occurs that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred,
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, 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 Plan in an aggregate amount which would reasonably be expected to result in a Material
Adverse Effect,


 


(k)            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 $25,000,000, 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 Collateral Agent’s failure to maintain possession of any stock certificates,
promissory notes or other instruments delivered to it under the Collateral Agreement,


 


(l)            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,


 


(m)          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,


 


(n)           there
shall occur any revocation, suspension, termination, rescission, non-renewal (except for any such non-renewal at the election of
a Loan Party as would not reasonably be expected to have, in the aggregate, a Material Adverse Effect) or forfeiture or any similar
final administrative action with respect to one or more Healthcare Permits, in each case of any Loan Party which, in the aggregate,
would not reasonably be expected to have a Material Adverse Effect, 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 (g) or (h) of this Section 7.01), and at any time thereafter
during the continuance of such event, (x) the Revolver Agent may, and at the request of the Required Revolving Lenders shall,
by notice to the Borrower, terminate the Revolving Commitments, and thereupon the Revolving Commitments shall terminate immediately,
and (y) the Administrative Agent may, and, in the case of the following clause (i), at the request of the Required Term Lenders
and, in the case of the following clause (ii), at the request of the Required Lenders, shall, by notice to the Borrower, take either
or both of the following actions, at the same or different times: (i) terminate the Commitments in respect of the Term Loans,
and thereupon such Commitments shall terminate immediately, and (ii) 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 the Revolving Commitments of each
Revolving Lender shall immediately terminate; and in case of any event with respect to the Borrower described in paragraph (g) or
(h) 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.


 






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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 set forth in Section 6.12 (a “Financial Covenant Default”), after the last day of
the fiscal period for which the Financial Covenant is being measured, but on or prior to the date that is 10 Business Days subsequent
to the date on which financial statements with respect to such fiscal period are required to be delivered pursuant to Section 5.01,
Holdings shall have the right to issue Permitted Securities (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 quarter
and applicable subsequent periods which include such fiscal quarter 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
Covenants, 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 in the aggregate following the Closing
Date, (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.


 






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(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. 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).


 


(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, the Revolver 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 (g) or
(h) of Section 7.01, any reference in any such clause to any Restricted Subsidiary shall be deemed to exclude any Restricted
Subsidiary that is not a Material Subsidiary affected by any event or circumstance referred to in any such clause.


 


ARTICLE VIII


 


The Administrative Agent


 


SECTION 8.01     Authorization
and Action.


 


(a)            Each
Lender and each Issuing Bank hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement
and its successors and assigns to serve as the administrative agent and collateral agent under the Loan Documents and each Lender
and each Issuing Bank authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers
under this Agreement and the other Loan Documents as are delegated to the Administrative Agent under such agreements and to exercise
such powers as are reasonably incidental thereto. Without limiting the foregoing, each Lender and each Issuing Bank hereby authorizes
the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the
Administrative Agent is a party, and to exercise all rights, powers and remedies that the Administrative Agent may have under such
Loan Documents.


 






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(b)            As
to any matters not expressly provided for herein and in the other Loan Documents (including enforcement or collection), the Administrative
Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting
(and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or
such other number or percentage of the Lenders as shall be necessary, pursuant to the terms in the Loan Documents), and, unless
and until revoked in writing, such instructions shall be binding upon each Lender and each Issuing Bank; provided, however, that
the Administrative Agent shall not be required to take any action that (i) the Administrative Agent in good faith believes
exposes it to liability unless the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory
to it from the Lenders and the Issuing Banks with respect to such action or (ii) is contrary to this Agreement or any other
Loan Document or applicable law, including any action that may be in violation of the automatic stay under any requirement of law
relating to bankruptcy, insolvency or reorganization or relief of debtors or that may effect a forfeiture, modification or termination
of property of a Defaulting Lender in violation of any requirement of law relating to bankruptcy, insolvency or reorganization
or relief of debtors; provided, further, that the Administrative Agent may seek clarification or direction from the Required Lenders
prior to the exercise of any such instructed action and may refrain from acting until such clarification or direction has been
provided. 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 the Borrower, any Subsidiary or any Affiliate of any
of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in
any capacity. Nothing in this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise incur
any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if
it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability
is not reasonably assured to it.


 


(c)            In
performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on
behalf of the Lenders and the Issuing Banks (except in limited circumstances expressly provided for herein relating to the maintenance
of the Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing:


 


(i)           the
Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as
the agent, fiduciary or trustee of or for any Lender, Issuing Bank or holder of any other obligation other than as expressly
set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing
(and it is understood and agreed that the use of the term “agent” (or any similar term) 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 that such term is used as a matter of market custom and is
intended to create or reflect only an administrative relationship between contracting parties); additionally, each Lender agrees
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/or the transactions contemplated hereby; and


 






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(ii)         nothing
in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit
element of any sum received by the Administrative Agent for its own account.


 


(d)           The
Administrative Agent may perform any of its duties and exercise its rights and powers hereunder or under any other Loan Document
by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent
may perform any of their respective duties and exercise their respective rights and powers through their respective Related Parties.
The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative
Agent and any such sub-agent, and shall apply to their respective activities pursuant to this Agreement. The Administrative Agent
shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction
determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct
in the selection of such sub-agent.


 


(e)           No
Arranger shall have obligations or duties whatsoever in such capacity under this Agreement or any other Loan Document and shall
incur no liability hereunder or thereunder in such capacity, but all such persons shall have the benefit of the indemnities provided
for hereunder.


 


(f)            In
case of the pendency of any proceeding with respect to any Loan Party under any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any
Loan or any Reimbursement Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective
of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated)
by intervention in such proceeding or otherwise


 


(i)          to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Disbursements
and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order
to have the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim under Sections 2.12, 2.13,
2.15, 2.17 and 9.03) allowed in such judicial proceeding; and


 


(ii)         to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 






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and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by
each Lender, each Issuing Bank and each other Secured Party to make such payments to the Administrative Agent and, in the event
that the Administrative Agent shall consent to the making of such payments directly to the Lenders, the Issuing Banks or the other
Secured Parties, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under the
Loan Documents (including under Section 9.03). Nothing contained herein shall be deemed to authorize the Administrative Agent
to authorize or consent to or accept or adopt on behalf of any Lender or Issuing Bank any plan of reorganization, arrangement,
adjustment or composition affecting the Obligations or the rights of any Lender or Issuing Bank or to authorize the Administrative
Agent to vote in respect of the claim of any Lender or Issuing Bank in any such proceeding


 


(g)            The
provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Banks, and,
except solely to the extent of the Borrower’s rights to consent pursuant to and subject to the conditions set forth in this
Article, none of the Borrower or any Subsidiary, or any of their respective Affiliates, shall have any rights as a third party
beneficiary under any such provisions. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of
the benefits of the Collateral and of the Guarantees of the Obligations provided under the Loan Documents, to have agreed to the
provisions of this Article.


 


SECTION 8.02     Administrative
Agent’s Reliance, Limitation of Liability, Etc .


 


(a)            Neither
the Administrative Agent nor any of its Related Parties shall be (i) liable for any action taken or omitted to be taken by
such party, the Administrative Agent or any of its Related Parties under or in connection with this Agreement or the other Loan
Documents (x) with the consent of or at the request of the Required Lenders (or such other number or percentage of the Lenders
as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided
in the Loan Documents) or (y) in the absence of its own gross negligence or willful misconduct (such absence to be presumed
unless otherwise determined by a court of competent jurisdiction by a final and non-appealable judgment) or (ii) responsible
in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer
thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred
to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document
or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document
(including, for the avoidance of doubt, in connection with the Administrative Agent’s reliance on any Electronic Signature
transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)
or for any failure of any Loan Party to perform its obligations hereunder or thereunder.


 






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(b)            The
Administrative Agent shall be deemed not to have knowledge of any (i) notice of any of the events or circumstances set forth
or described in Section 5.02 unless and until written notice thereof stating that it is a “notice under Section 5.02”
in respect of this Agreement and identifying the specific clause under said Section is given to the Administrative Agent by
the Borrower, or (ii) notice of any Default or Event of Default unless and until written notice thereof (stating that it is
a “notice of Default” or a “notice of an Event of Default”) is given to the Administrative Agent by the
Borrower, a Lender or an Issuing Bank. Further, 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 or the occurrence
of any Default or Event of Default, (iv) the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan
Document or any other agreement, instrument or document, (v) the satisfaction of any condition set forth in Article IV
or elsewhere in any Loan Document, other than to confirm receipt of items (which on their face purport to be such items) expressly
required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described
therein being acceptable or satisfactory to the Administrative Agent, or (vi) the creation, perfection or priority of Liens
on the Collateral or (vii) compliance by Affiliated Lenders with the terms hereof relating to Affiliated Lenders. Notwithstanding
anything herein to the contrary, the Administrative Agent shall not be liable for, or be responsible for any Liabilities, costs
or expenses suffered by the Borrower, any Subsidiary, any Lender or any Issuing Bank as a result of, any determination of the Revolving
Credit Exposure, any of the component amounts thereof or any portion thereof attributable to each Lender or Issuing Bank.


 


(c)            Without
limiting the foregoing, the Administrative Agent (i) may treat the payee of any promissory note as its holder until such promissory
note has been assigned in accordance with Section 9.04, (ii) may rely on the Register to the extent set forth in Section 9.04(b),
(iii) may consult with legal counsel (including counsel to the Borrower), independent public accountants and other experts
selected by it, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the
advice of such counsel, accountants or experts, (iv) makes no warranty or representation to any Lender or Issuing Bank and
shall not be responsible to any Lender or Issuing Bank for any statements, warranties or representations made by or on behalf of
any Loan Party in connection with this Agreement or any other Loan Document, (v) in determining compliance with any condition
hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction
of a Lender or an Issuing Bank, may presume that such condition is satisfactory to such Lender or Issuing Bank unless the Administrative
Agent shall have received notice to the contrary from such Lender or Issuing Bank sufficiently in advance of the making of such
Loan or the issuance of such Letter of Credit and (vi) shall be entitled to rely on, and shall incur no liability under or
in respect of this Agreement or any other Loan Document by acting upon, any notice, consent, certificate or other instrument or
writing (which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution) or
any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated
by the proper party or parties (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being
the maker thereof).


 


SECTION 8.03     Posting
of Communications.


 


(a)            The
Borrower agrees that the Administrative Agent may, but shall not be obligated to, make any Communications available to the Lenders
and the Issuing Banks by posting the Communications on IntraLinksTM, DebtDomain, SyndTrak, ClearPar or any other electronic
platform chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”).


 






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(b)            Although
the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies
implemented or modified by the Administrative Agent from time to time (including, as of the Closing Date, a user ID/password authorization
system) and the Approved Electronic Platform is secured through a per-deal authorization method whereby each user may access the
Approved Electronic Platform only on a deal-by-deal basis, each of the Lenders, each of the Issuing Banks and the Borrower acknowledges
and agrees that the distribution of material through an electronic medium is not necessarily secure, that the Administrative Agent
is not responsible for approving or vetting the representatives or contacts of any Lender that are added to the Approved Electronic
Platform, and that there may be confidentiality and other risks associated with such distribution. Each of the Lenders, each of
the Issuing Banks and the Borrower hereby approves distribution of the Communications through the Approved Electronic Platform
and understands and assumes the risks of such distribution.


 


(c)            THE
APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE
PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE APPROVED ELECTRONIC
PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS.
NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES
IN CONNECTION WITH THE COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY ARRANGER
OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ANY LOAN
PARTY, ANY LENDER, ANY ISSUING BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL
OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR
THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED ELECTRONIC PLATFORM.


 


“Communications” means,
collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party
pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender
or any Issuing Bank by means of electronic communications pursuant to this Section, including through an Approved Electronic Platform.


 


(d)            Each
Lender and each Issuing Bank agrees that notice to it (as provided in the next sentence) specifying that Communications have been
posted to the Approved Electronic Platform shall constitute effective delivery of the Communications to such Lender for purposes
of the Loan Documents. Each Lender and Issuing Bank agrees (i) to notify the Administrative Agent in writing (which could
be in the form of electronic communication) from time to time of such Lender’s or Issuing Bank’s (as applicable) email
address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent
to such email address.


 






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(e)            Each
of the Lenders, each of the Issuing Banks and the Borrower agrees that the Administrative Agent may, but (except as may be required
by applicable law) shall not be obligated to, store the Communications on the Approved Electronic Platform in accordance with the
Administrative Agent’s generally applicable document retention procedures and policies.


 


(f)            Nothing
herein shall prejudice the right of the Administrative Agent, any Lender or any Issuing Bank to give any notice or other communication
pursuant to any Loan Document in any other manner specified in such Loan Document.


 


SECTION 8.04     The
Administrative Agent Individually. With respect to its Commitment, Loans (including Swingline Loans), Letter of Credit Commitments
and Letters of Credit, the Person serving as the Administrative Agent shall have and may exercise the same rights and powers hereunder
and is subject to the same obligations and liabilities as and to the extent set forth herein for any other Lender or Issuing Bank,
as the case may be. The terms “Issuing Banks”, “Lenders”, “Required Lenders” and any similar
terms shall, unless the context clearly otherwise indicates, include the Administrative Agent in its individual capacity as a Lender, Issuing
Bank or as one of the Required Lenders, as applicable. The Person serving as the Administrative Agent and its Affiliates may accept
deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally
engage in any kind of banking, trust or other business with, the Borrower, any Subsidiary or any Affiliate of any of the foregoing
as if such Person was not acting as the Administrative Agent and without any duty to account therefor to the Lenders or the Issuing
Banks.


 


SECTION 8.05     Successor
Administrative Agent.


 


(a)            The
Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Banks
and the Borrower, whether or not a successor Administrative Agent has been appointed. Upon any such resignation, the Required Lenders
shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed
by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s
giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, 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.
In either case, such appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably
withheld and shall not be required while an Event of Default has occurred and is continuing). Upon the acceptance of any appointment
as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall succeed to, and become vested
with, all the rights, powers, privileges and duties of the retiring Administrative Agent. Upon the acceptance of appointment as
Administrative Agent by a successor Administrative Agent, the retiring Administrative Agent shall be discharged from its duties
and obligations under this Agreement and the other Loan Documents. Prior to any retiring Administrative Agent’s resignation
hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign
to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents.


 






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(b)            Notwithstanding
paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have
accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring
Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower,
whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall
be discharged from its duties and obligations hereunder and under the other Loan Documents; provided that, solely for purposes
of maintaining any security interest granted to the Administrative Agent under any Security Document for the benefit of the Secured
Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the
benefit of the Secured Parties, and continue to be entitled to the rights set forth in such Security Document and Loan Document,
and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each
case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section (it
being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action
under any Security Document, including any action required to maintain the perfection of any such security interest), and (ii) the
Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative
Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative
Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all
notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given
or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from
its capacity as such, the provisions of this Article and Section 9.03, as well as any exculpatory, reimbursement and
indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Administrative
Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them
while the retiring Administrative Agent was acting as Administrative Agent.


 


SECTION 8.06     Acknowledgements
of Lenders and Issuing Banks.


 


(a)            Each
Lender and each Issuing Bank represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending
facility, (ii) it is engaged in making, acquiring or holding commercial loans and in providing other facilities set forth
herein as may be applicable to such Lender or Issuing Bank, in each case in the ordinary course of business, and not for the purpose
of purchasing, acquiring or holding any other type of financial instrument (and each Lender and each Issuing Bank agrees not to
assert a claim in contravention of the foregoing), (iii) it has, independently and without reliance upon the Administrative
Agent, any Arranger, or any other Lender or Issuing Bank, or any of the Related Parties of any of the foregoing, and based on such
documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement
as a Lender, and to make, acquire or hold Loans hereunder and (iv) it is sophisticated with respect to decisions to make,
acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such
Issuing Bank, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial
loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such
other facilities. Each Lender and each Issuing Bank also acknowledges that it will, independently and without reliance upon the
Administrative Agent, any Arranger or any other Lender or Issuing Bank, or any of the Related Parties of any of the foregoing,
and based on such documents and information (which may contain material, non-public information within the meaning of the United
States securities laws concerning the Borrower and its Affiliates) 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 any related
agreement or any document furnished hereunder or thereunder.


 






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(b)            Each
Lender, by delivering its signature page to this Agreement on the Closing Date, or delivering its signature page to an
Assignment and Assumption or any other Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed to have
acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to,
or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Closing Date.


 


SECTION 8.07     Collateral
Matters. (a) Except with respect to the exercise of setoff
rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency
proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee
of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised
solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof.


 


(b)            In
furtherance of the foregoing and not in limitation thereof, no arrangements in respect of Cash Management Services the obligations
under which constitute Secured Cash Management Obligations and no Swap Agreement the obligations under which constitute secured
Swap Obligations, will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection
with the management or release of any Collateral or of the obligations of any Loan Party under any Loan Document. By accepting
the benefits of the Collateral, each Secured Party that is a party to any such arrangement in respect of Cash Management Services
or Swap Agreement, as applicable, shall be deemed to have appointed the Administrative Agent to serve as administrative agent and
collateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to
the limitations set forth in this paragraph.


 


(c)            The
Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, to subordinate any Lien on
any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property
that is permitted by Section 6.02(a). The Administrative Agent shall not be responsible for or have a duty to ascertain or
inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence,
priority or perfection of the Administrative Agent’s Lien thereon or any certificate prepared by any Loan Party in connection
therewith, nor shall the Administrative Agent be responsible or liable to the Lenders or any other Secured Party for any failure
to monitor or maintain any portion of the Collateral.


 






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SECTION 8.08     Credit
Bidding. The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders,
to credit bid all or any portion of the Obligations (including by accepting some or all of the Collateral in satisfaction of some
or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly
or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under
the provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in
any other jurisdictions to which a Loan Party is subject, or (b) at any other sale, foreclosure or acceptance of collateral
in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action
or otherwise) in accordance with any applicable law. In connection with any such credit bid and purchase, the Obligations owed
to the Secured Parties shall be entitled to be, and shall be, credit bid by the Administrative Agent at the direction of the Required
Lenders on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in
the acquired assets on a ratable basis that shall vest upon the liquidation of such claims in an amount proportional to the liquidated
portion of the contingent claim amount used in allocating the contingent interests) for the asset or assets so purchased (or for
the equity interests or debt instruments of the acquisition vehicle or vehicles that are issued in connection with such purchase).
In connection with any such bid, (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles
and to assign any successful credit bid to such acquisition vehicle or vehicles, (ii) each of the Secured Parties’ ratable
interests in the Obligations which were credit bid shall be deemed without any further action under this Agreement to be assigned
to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative Agent shall be authorized to adopt
documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative
Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or equity interests thereof,
shall be governed, directly or indirectly, by, and the governing documents shall provide for, control by the vote of the Required
Lenders or their permitted assignees under the terms of this Agreement or the governing documents of the applicable acquisition
vehicle or vehicles, as the case may be, irrespective of the termination of this Agreement and without giving effect to the limitations
on actions by the Required Lenders contained in Section 9.02 of this Agreement), (iv) the Administrative Agent on behalf
of such acquisition vehicle or vehicles shall be authorized to issue to each of the Secured Parties, ratably on account of the
relevant Obligations which were credit bid, interests, whether as equity, partnership interests, limited partnership interests
or membership interests, in any such acquisition vehicle and/or debt instruments issued by such acquisition vehicle, all without
the need for any Secured Party or acquisition vehicle to take any further action, and (v) to the extent that Obligations that
are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher
or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of Obligations credit bid by
the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Secured Parties pro rata with
their original interest in such Obligations and the equity interests and/or debt instruments issued by any acquisition vehicle
on account of such Obligations shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle
to take any further action. Notwithstanding that the ratable portion of the Obligations of each Secured Party are deemed assigned
to the acquisition vehicle or vehicles as set forth in clause (ii) above, each Secured Party shall execute such documents
and provide such information regarding the Secured Party (and/or any designee of the Secured Party which will receive interests
in or debt instruments issued by such acquisition vehicle) as the Administrative Agent may reasonably request in connection with
the formation of any acquisition vehicle, the formulation or submission of any credit bid or the consummation of the transactions
contemplated by such credit bid.


 






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SECTION 8.09.
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 each Arranger and their respective Affiliates, 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 the Plan Asset Regulations) of one or more Benefit Plans in
connection with the Loans, the Letters of Credit or the Commitments,


 


(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


 


(iv) such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion,
and such Lender.


 






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In addition, unless sub-clause (i) in
the immediately preceding clause (a) is true with respect to a Lender or such Lender has provided another representation,
warranty and covenant as provided in 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 each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or
any other Loan Party, that none of the Administrative Agent, or any Arranger or any of their respective Affiliates is a fiduciary
with respect to the Collateral or the assets of such Lender (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 to hereto or thereto.


 


(b)            The
Administrative Agent, and each Arranger hereby informs the Lenders that each such Person is not undertaking to provide investment
advice or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person
has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive
interest or other payments with respect to the Loans, the Letters of Credit, the Commitments, this Agreement and any other Loan
Documents (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less
than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may
receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including
structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees,
administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away
or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or
other early termination fees or fees similar to the foregoing.


 


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 Total Community Options, Inc. 8950 East Lowry Boulevard Denver, Colorado 80230, Attention: [***]
(Telecopy No. [***]),


 


(ii)           if
to the Administrative Agent, Revolver Agent, Swingline Lender or Collateral Agent, to JPMorgan Chase Bank, N.A., 10 South Dearborn,
Floor L2, Chicago, IL 60602-2300, Attention of [***], (Email: [***] and [***];
Tel: [***]; Telecopy No.: [***]),


 


(iii)          if
to the Issuing Bank, to such address as the Issuing Bank may provide in writing to the Revolver Agent and the Borrower from time
to time,


 






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(iv)          if
to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire,


 


(v)           if
to make any updates, modifications or supplements to the list of Disqualified Institutions, by e-mail to [***].


 


(b)            Notices
and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures
approved by the Applicable Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless
otherwise agreed by the Applicable Agent and the applicable Lender. The Applicable 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 Applicable
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.


 


(c)            Any
party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the Administrative
Agent and the Revolver Agent (and, in the case of the Administrative Agent or Revolver 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.


 


(d)            Each
Revolving Lender shall notify the Revolver Agent in writing of any changes in the address to which notices to such Revolving Lender
should be directed, of addresses of its lending office, of payment instructions in respect of all payments to be made to it hereunder
and of such other administrative information as the Revolver Agent shall reasonably request.


 


SECTION 9.02     Waivers;
Amendments.


 


(a)            No
failure or delay by the Administrative Agent, the Revolver Agent, the Issuing Bank, the Collateral Agent, the Swingline Lender
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 Revolver Agent, the Issuing Bank, the Collateral Agent, the Swingline Lender 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, the Revolver Agent, any Lender, the Collateral Agent, the Swingline Lender or the Issuing Bank may have had notice or knowledge
of such Default at the time.


 






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(b)            Except
as provided in Section 2.20 (other than Section 2.20(d)(i)) 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 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 “Secured Net Leverage Ratio”, 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 (it being understood that a waiver of any Default or mandatory prepayment or mandatory
reduction of any Commitment shall not constitute a reduction, waiver, excuse or postponement),


 


(iv)         change
Section 2.18(b), (c) or (f) in a manner that would alter the pro rata sharing of payments required thereby, without
the written consent of each Lender directly and 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 directly and adversely affected thereby (or each Lender of such Class, as
applicable),


 






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(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, or


 


(ix)          (i) the
definition of Required Term Lenders or this Section 9.02(b)(ix) or (ii) increase the amount of Revolving Commitments
from those in effect on the Closing Date, in each case, without the written consent of the Required Term Lenders (or by the Administrative
Agent with the consent of Required Term Lenders);


 


provided, that (A) no such
agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline
Lender without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender, 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 Revolver 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 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 (i) as expressly provided in Sections 2.20
or 2.21, as applicable or (ii) that the provisions of Section 2.20(d)(i) may not be amended or waived without the
consent of the Required Lenders). 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 Applicable
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
Swingline Loans and 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 2.12, 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 Applicable 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 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 Initial 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, the Borrower and the Lenders providing the relevant Replacement Term Loans 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 refinanced Term Loans, (ii) the Applicable Rate for such Replacement Term Loans shall not be higher than the Applicable
Rate for such refinanced 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 refinanced 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 refinanced
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 refinanced 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.


 






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(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 any (x) 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 Junior Lien Intercreditor Agreement.


 


(e)           Notwithstanding
anything in this Section 9.02 to the contrary, if the Administrative Agent and the Borrower shall have jointly identified
an obvious error, mistake, ambiguity, incorrect cross-reference or any error or omission of a technical or immaterial nature, in
each case, in any provision of this Agreement or any other Loan Document (including, for the avoidance of doubt, any exhibit, schedule
or other attachment to any Loan Document), then the Administrative Agent (acting in its sole discretion) and the Borrower or any
other relevant Loan Party shall be permitted to amend such provision and such amendment shall become effective without any further
action or consent of any other party to any Loan Document. Notification of such amendment shall be made by the Administrative Agent
to the Lenders promptly upon such amendment becoming effective.


 


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 and the Joint Lead Arrangers, including the reasonable fees, charges and disbursements of counsel for the
Agents (within 30 days of a written demand therefor, together with 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 and expenses, to the reasonable and documented fees,
disbursements and other charges of one counsel to the Administrative Agent, and the Joint Lead Arrangers, and, if necessary, of
one local counsel 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 of a written demand therefor, together with 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 and documented fees, disbursements and
other charges of one counsel to the Administrative Agent, the Revolver Agent and the Lenders taken as a whole, and, if necessary,
of one local counsel to the Administrative Agent, the Revolver Agent and the Lenders taken as a whole in any relevant jurisdiction
and one additional counsel in each relevant jurisdiction for each group of similarly situated parties in the event of a conflict
of interest). 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 or Revolver 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 and any Swingline Lender.


 






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(b)            The
Borrower shall indemnify the Administrative Agent, the Revolver Agent, the Collateral Agent, each Joint Lead 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
incurred by or asserted against any Indemnitee (but, limited, in the case of legal fees and expenses, to the reasonable and documented
fees, disbursements and other charges of one counsel to the Indemnitees taken as a whole, and, if necessary, of one local counsel
to the Indemnitees taken as a whole in any relevant jurisdiction and one additional counsel in each relevant jurisdiction for each
group of similarly situated parties in the event of a conflict) 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, the Amendment and Restatement
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 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 or out-of-pocket expenses resulted from (x) the gross negligence,
bad faith or willful misconduct of such Indemnitee or of any of its Related Parties, 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, as determined by a final non-appealable judgment of a court of competent jurisdiction 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 (in the case of any such act or omission, as determined in a final and non-appealable judgment
of a court of competent jurisdiction). All amounts due under this Section 9.03(b) shall be paid within 30 days after
written demand therefor (together with backup documentation supporting such reimbursement request); provided that, that
such Indemnitee shall promptly refund and return such amounts 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 indemnification rights with respect to such payment
pursuant to the express terms of this Section 9.03(b). This Section 9.03(b) shall not apply with respect to Taxes
other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Payments under this Section shall
be made by the Borrower to the Administrative Agent for the benefit of the relevant Indemnitee. For the avoidance of doubt, the
term “Lender” shall, for purposes of this Section 9.03(b) include any Issuing Bank and any Swingline Lender.


 






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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 Revolver Agent,
the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section 9.03,
each Lender severally agrees to pay to the Administrative Agent, the Revolver Agent, the Collateral Agent, the Issuing Bank or
the Swingline Lender, 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 Revolver
Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender 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 the Borrower or any other Loan Party 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; provided that, nothing
in this Section 9.03(d) shall relieve the Borrower and each Loan Party of any obligation it may have to indemnify an
Indemnitee, as provided in Section 9.03(b), against any special, indirect, consequential or punitive damages asserted against
such Indemnitee by a third party.


 


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 pursuant to Section 6.03(a)(i)) (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 Revolver 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, conditioned or delayed) of:


 



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(A)         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 Applicable Agent within 10 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 or,
if a Specified Event of Default has occurred and is continuing, any other assignee other than a Disqualified Institution,


 


(B)          the
Applicable Agent; provided that no consent of the Administrative Agent shall be required for an assignment of all or any
portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund, provided further that no consent of the
Revolver Agent shall be required for an assignment of all or any portion of a Revolving Loan or Revolving Commitment to a Lender,
and


 


(C)          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.


 


(ii)          Assignments
shall be subject to the following conditions:


 


(A)         except
in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment 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 Applicable Agent) shall not be less than an amount of $1,000,000
and shall be in increments of an amount of $1,000,000 in excess thereof (or, in each case, if less, all of such Lender’s
Commitment or Loans of the applicable Class) unless each of the Borrower and the Administrative Agent, and, in the case of any
assignment of a Revolving Loan, Letter of Credit or Revolving Commitment, the Revolver Agent, otherwise consent; provided
that such assignments shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any,


 


(B)          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,


 


(C)          the
parties to each assignment shall execute and deliver to the Applicable Agent an Assignment and Assumption, together with a processing
and recordation fee of $3,500,


 


(D)          the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire,


 



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(E)          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, and


 


(F)          any
assignment of Term Loans or Commitments of Term Loans shall specify whether such Term Loans or Commitments, as applicable, constitute
Initial Term Loans, Incremental Term Loans or Commitments with respect to any of the foregoing Classes of Term Loans and,
if such Term Loans or Commitments constitute Incremental Term Loans or Incremental Term Loan Commitments, the date of initial Borrowing
of such Incremental Term Loans or the effective date of such Incremental Term Loan Commitments, as applicable.


 


Notwithstanding the
foregoing or anything to the contrary set forth herein, any assignment of any Loans to any Affiliated Lender shall also be subject
to the requirements of Section 9.04(d).


 


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)         Each
of the Administrative Agent and the Revolver Agent, acting solely for this purpose as an 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 (a “Register”). The entries in the applicable
Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, the Revolver Agent, the Issuing
Banks and the Lenders shall treat each Person whose name is recorded in the applicable Register pursuant to the terms hereof as
a Lender for all purposes of the Loan Documents, notwithstanding notice to the contrary. Each 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 Applicable 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, the Revolver Agent, the Issuing Banks or the Swingline
Lender, 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 Revolver 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 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. The entries in the Participant Register shall be conclusive absent manifest error, and
the Lender maintaining such Participant Register 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.


 



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(ii)           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, further 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. 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 2.17(e) and
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.


 


(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 (with respect to
participations to the extent the identity of such Disqualified Institution 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.


 


(d)           (i) 
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;


 



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(C)          no
Non-Debt Fund Affiliate shall be permitted to hold Term Loans pursuant to this Section 9.04(d), if (i) Non-Debt Fund
Affiliates in the aggregate would own in excess of 20% of the Term Loans of any Class then outstanding or (ii) there
would be more than two (2) Non-Debt Fund Affiliates holding Term Loans of any Class then outstanding; 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; provided that if Borrower is unwilling, in its sole discretion, to make the
representations set forth in sub-clause (i) above, the assigning Lender shall deliver a customary “big boy” letter
to the Administrative Agent.


 


(ii)          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, the Revolver Agent or any Lender to which representatives
of the Loan Parties are not invited, (B) receive any information or material prepared by Administrative Agent, the Revolver
Agent or any Lender or any communication by or among the Administrative Agent, the Revolver 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 Revolver 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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(iii)         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 provide (and each Non-Debt Fund
Affiliate hereby agrees) that (A) such Non-Debt Fund Affiliate (in its capacity as such) shall not take any step or action
in such case to object to, impede, or delay the exercise of any right or the taking of any action by Administrative Agent (or
the taking of any action by a third party that is supported by Administrative Agent) in relation to such Non-Debt Fund Affiliates’
claim with respect to its Loans (including, without limitation, objecting to any debtor in possession financing, use of cash collateral,
grant of adequate protection, sale or disposition, compromise, or plan of reorganization) so long as such Non-Debt Fund Affiliate
is treated in connection with such exercise or action on the same or better terms as the other Lenders, (B) 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) and this Agreement. For the avoidance of doubt, the Lenders and each Non-Debt
Fund Affiliate agree and acknowledge that the provisions set forth in this clause (iii) constitute a “subordination
agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Federal Bankruptcy Reform Act
of 1978 (the “Bankruptcy Code”), and, as such, would be enforceable for all purposes in any case where a Loan
Party has filed for protection under the Bankruptcy Code of the United States.


 


(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 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, Revolver 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 49% of the amount required to constitute “Required Lenders”; provided that, (i) the commitment
of any Non-Debt Fund Affiliate shall not be increased, (ii) the due date for payments of interest, fees and scheduled payments
of principal owed to any Non-Debt Fund Affiliate shall not be extended, (iii) the amounts owing to any Non-Debt Fund Affiliate
will not be reduced and (iv) any amendment that results in a disproportionate and adverse effect on a Non-Debt Fund Affiliate,
in relation to all non-Affiliated Lenders or otherwise require the consent of each Lender or each affected Lender without the consent
of such Non-Debt Fund Affiliate, in each instance in subclauses (i) to (iv) above, without the consent of such Non-Debt
Fund Affiliate.


 



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(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 otherwise exceeded (whether as a result of a Lender becoming a Non-Debt Fund
Affiliate after it has acquired Term Loans, due to repayments, prepayments or Declined Proceeds, or otherwise), 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)          The
Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or
enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing,
the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant
or prospective Lender or Participant is a Disqualified Institution or (y) have any liability with respect to or arising out
of any assignment or participation of Loans or Commitments, or disclosure of confidential information, to any Disqualified Institution.


 


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 Revolver 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 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.


 



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SECTION 9.06     Counterparts;
Integration; Effectiveness.


 


(a)          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 and/or the Revolver 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.


 


(b)          Delivery
of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Document and/or (z) any
document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant
to Section 9.01), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan
Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is
an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual
executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement, such other Loan
Document or such Ancillary Document, as applicable. The words “execution,” “signed,” “signature,”
 “delivery,” and words of like import in or relating to this Agreement, any other Loan Document and/or any Ancillary
Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including
deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page),
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; provided that nothing herein shall require the Administrative
Agent to accept Electronic Signatures in any form or format without its prior written consent and pursuant to procedures approved
by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept
any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature
purportedly given by or on behalf of the Borrower or any other Loan Party without further verification thereof and without any
obligation to review the appearance or form of any such Electronic signature and (ii) upon the request of the Administrative
Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting
the generality of the foregoing, the Borrower and each Loan Party hereby (i) agrees that, for all purposes, including without
limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among
the Administrative Agent, the Lenders, the Borrower and the Loan Parties, Electronic Signatures transmitted by telecopy, emailed
pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images
of this Agreement, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability
as any paper original, (ii) the Administrative Agent and each of the Lenders may, at its option, create one or more copies
of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format,
which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document
(and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity
and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity
or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original
copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any
signature pages thereto and (iv) waives any claim against any the Administrative Agent, any Arranger, any Issuing Bank
and any Lender, and any Related Party of any of the foregoing Persons for any Liabilities arising solely from the Administrative
Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed
pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising
as a result of the failure of the Borrower and/or any Loan Party to use any available security measures in connection with the
execution, delivery or transmission of any Electronic Signature.


 



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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.


 


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 Applicable 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 Holdings and the Borrower 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 any other
Loan Document shall affect any right that the Administrative Agent, the Revolver 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 Holdings, the Borrower or
their respective properties in the courts of any jurisdiction.


 



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(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, except that Information
may be disclosed (a) to it 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 jurisdiction over
it or any of its Affiliates; provided that the Administrative Agent, Revolver 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 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, Revolver 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 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, (ii) any current or prospective financing source or (iii) 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, the Revolver 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 Revolver Agent, any Joint Lead Arranger, 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.


 


(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.


 


(c)           Upon
any Subsidiary of the Borrower becoming an Excluded Subsidiary, or otherwise having its Equity Interests disposed of in a transaction
permitted under this Agreement, to be released from its guarantee of any Obligation (including pursuant to a valid waiver or consent,
the designation of such Subsidiary as an Unrestricted Subsidiary), to the extent that, after giving effect to such transaction,
such Subsidiary would no longer be a Restricted Subsidiary or would otherwise become an Excluded Subsidiary.


 


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 Revolver
Agent and the Lenders, on the other hand, (ii) in connection with each such transaction and the process leading thereto, the
Administrative Agent, the Revolver Agent 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 Revolver Agent 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 Revolver Agent or any Lender has advised or is currently advising any Loan Party on other matters)
and neither the Administrative Agent, the Revolver Agent 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 Revolver Agent 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 Revolver Agent
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 Revolver Agent 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 Revolver Agent or any Lender based on any breach or alleged breach of fiduciary duty.


 



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SECTION 9.17      [Reserved].


 


SECTION 9.18      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.


 


(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.


 



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SECTION 9.19      Acknowledgment
and Consent to Bail-In of Affected 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 Lender that is an Affected 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 the applicable 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 the applicable Resolution Authority to any such liabilities arising hereunder
which may be payable to it by any Lender that is an Affected 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 Affected Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or
other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement
or any other 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 the applicable
Resolution Authority.


 


SECTION 9.20       [Reserved].


 


SECTION 9.21       Separate
Obligations. Each Term Creditor acknowledges and agrees that because of their differing rights in proceeds of the Collateral,
the Term Loan Obligations are fundamentally different from the Revolving Loan Obligations and must be separately classified in
any plan of reorganization proposed or confirmed in connection with or following any Bankruptcy Event involving any Borrower or
Guarantor as a debtor. No Term Creditor shall seek in any proceeding related to any such Bankruptcy Event to be treated as part
of the same class of creditors as the Revolving Creditors or shall oppose any pleading or motion by the Revolving Creditors for
the Revolving Creditors and the Term Creditors to be treated as separate classes of creditors. Notwithstanding the foregoing, and
regardless of whether the Term Loan Obligations and the Revolving Loan Obligations are separately classified in any such plan of
reorganization, the Term Creditors hereby acknowledge and agree that to the extent that the aggregate value of the Collateral exceeds
the amount of the Revolving Loan Obligations, the Revolving Creditors shall be entitled to receive, in addition to amounts distributed
to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of interest, and fees, costs
and charges incurred subsequent to the commencement of the applicable proceeding related to the applicable Bankruptcy Event (regardless
of whether such interest, and fees, costs and charges incurred subsequent to the commencement of the applicable proceeding related
to the applicable Bankruptcy Event is allowed as part of the claims of the Revolving Creditors under section 506(b) of the
Bankruptcy Code or otherwise) before any distribution (whether pursuant to a plan of reorganization or otherwise) is made in respect
of any of the claims held by the Term Creditors. The Term Creditors hereby acknowledge and agree to hold in trust for the benefit
of the Revolving Creditors and to turn over to the Revolving Creditors all distributions received or receivable by them in any
proceeding related to an applicable Bankruptcy Event (whether pursuant to a plan of reorganization or otherwise) to the extent
necessary to effectuate the intent of the preceding sentence, even if such turnover has the effect of reducing the claim or recovery
of the Term Creditors.


 



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SECTION 9.22      Acknowledgement
Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through
a guarantee or otherwise, for Swap Agreements or any other agreement or instrument that is a QFC (such support “QFC Credit
Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect
to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the
Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S.
Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable
notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of
New York and/or of the United States or any other state of the United States):


 





In the event a Covered
Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S.
Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and
obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or
such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under
the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights
in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a
BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under
the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such
Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special
Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the
United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect
to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit
Support.


 


[Signature Pages Follow]





 



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IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year
first above written.


 


	 	TOTAL COMMUNITY OPTIONS, INC., as Borrower



 


	 	 By:	/s/ Maureen Hewitt






	 	 	Name:	Maureen Hewitt
	 	 	Title:	President and Chief Executive Officer



 


	 	TCO INTERMEDIATE HOLDINGS, INC., as Holdings



 


	 	By:	/s/ Maureen Hewitt






	 	 	Name:	Maureen Hewitt
	 	 	Title:	President and Chief Executive Officer



 


[Signature Page to Credit Agreement]


 



    	 		 



      


    







 


	 	JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent, Revolver Agent and a Lender


 


 


	 	 	 
	 	By:	/s/ Yasassri Gammampila
	 	 	Name:   Yasassri Gammampila
	 	 	Title:     Authorized Officer


 


[Signature Page to Credit Agreement]