EX-10.6





 Exhibit 10.6 

EXECUTION VERSION 
 DEAL
CUSIP: 00216HAA0 
 INITIAL TERM LOAN CUSIP: 00216HAB8 

INITIAL REVOLVING FACILITY CUSIP: 00216HAC6 
  

 
  

FIRST LIEN CREDIT AGREEMENT 
 Dated
as of May 10, 2016 
 among 

WILCO PURCHASER, INC. 
 (to be
merged with and into ATI Holdings Acquisition, Inc.), 
 as Purchaser, 

ATI HOLDINGS ACQUISITION, INC., 

following the Closing Date Merger, as the Borrower, 

WILCO INTERMEDIATE HOLDINGS, INC., 

as Holdings, 
 THE FINANCIAL
INSTITUTIONS PARTY HERETO, 
 as Lenders, 

BARCLAYS BANK PLC 
 as
Administrative Agent, an Issuing Bank and the Swing Line Lender, 
 HSBC BANK USA, N.A., 

as an Issuing Bank 
 and 

BARCLAYS BANK PLC, 
 HSBC
SECURITIES (USA) INC. 
 and 

JEFFERIES FINANCE, LLC, 
 as Joint
Lead Arrangers and Joint Bookrunners 
  
  

 












 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
		 	ARTICLE 1	  			
			
		 	DEFINITIONS	  			
			
	 Section 1.01.
	 	Defined Terms	  	 	1	 
	 Section 1.02.
	 	Classification of Loans and Borrowings	  	 	62	 
	 Section 1.03.
	 	Terms Generally	  	 	62	 
	 Section 1.04.
	 	Accounting Terms; GAAP	  	 	63	 
	 Section 1.05.
	 	Effectuation of Transactions	  	 	64	 
	 Section 1.06.
	 	Timing of Payment of Performance	  	 	64	 
	 Section 1.07.
	 	Times of Day	  	 	64	 
	 Section 1.08.
	 	Currency Equivalents Generally	  	 	64	 
	 Section 1.09.
	 	Cashless Rollovers	  	 	65	 
	 Section 1.10.
	 	Certain Calculations and Tests	  	 	65	 
			
		 	ARTICLE 2	  			
			
		 	THE CREDITS	  			
			
	 Section 2.01.
	 	Commitments	  	 	66	 
	 Section 2.02.
	 	Loans and Borrowings	  	 	67	 
	 Section 2.03.
	 	Requests for Borrowings	  	 	67	 
	 Section 2.04.
	 	Swingline Loans	  	 	68	 
	 Section 2.05.
	 	Letters of Credit	  	 	69	 
	 Section 2.06.
	 	[Reserved]	  	 	75	 
	 Section 2.07.
	 	Funding of Borrowings	  	 	75	 
	 Section 2.08.
	 	Type; Interest Elections	  	 	75	 
	 Section 2.09.
	 	Termination and Reduction of Commitments	  	 	76	 
	 Section 2.10.
	 	Repayment of Loans; Evidence of Debt	  	 	77	 
	 Section 2.11.
	 	Prepayment of Loans	  	 	78	 
	 Section 2.12.
	 	Fees	  	 	83	 
	 Section 2.13.
	 	Interest	  	 	85	 
	 Section 2.14.
	 	Alternate Rate of Interest	  	 	85	 
	 Section 2.15.
	 	Increased Costs	  	 	86	 
	 Section 2.16.
	 	Break Funding Payments	  	 	87	 
	 Section 2.17.
	 	Taxes	  	 	87	 
	 Section 2.18.
	 	Payments Generally; Allocation of Proceeds; Sharing of Payments	  	 	91	 
	 Section 2.19.
	 	Mitigation Obligations; Replacement of Lenders	  	 	93	 
	 Section 2.20.
	 	Illegality	  	 	94	 
	 Section 2.21.
	 	Defaulting Lenders	  	 	94	 
	 Section 2.22.
	 	Incremental Credit Extensions	  	 	97	 
	 Section 2.23.
	 	Extensions of Loans and Revolving Commitments	  	 	100	 


  
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		 	ARTICLE 3	  			
			
		 	REPRESENTATIONS AND WARRANTIES	  			
			
	 Section 3.01.
	 	Organization; Powers	  	 	103	 
	 Section 3.02.
	 	Authorization; Enforceability	  	 	103	 
	 Section 3.03.
	 	Governmental Approvals; No Conflicts	  	 	104	 
	 Section 3.04.
	 	Financial Condition; No Material Adverse Effect	  	 	104	 
	 Section 3.05.
	 	Properties	  	 	104	 
	 Section 3.06.
	 	Litigation and Environmental Matters	  	 	104	 
	 Section 3.07.
	 	Compliance with Laws	  	 	105	 
	 Section 3.08.
	 	Investment Company Status	  	 	105	 
	 Section 3.09.
	 	Taxes	  	 	105	 
	 Section 3.10.
	 	ERISA	  	 	105	 
	 Section 3.11.
	 	Disclosure	  	 	105	 
	 Section 3.12.
	 	Solvency	  	 	106	 
	 Section 3.13.
	 	Capitalization and Subsidiaries	  	 	106	 
	 Section 3.14.
	 	Security Interest in Collateral	  	 	106	 
	 Section 3.15.
	 	Labor Disputes	  	 	107	 
	 Section 3.16.
	 	Federal Reserve Regulations	  	 	107	 
	 Section 3.17.
	 	OFAC; PATRIOT ACT and FCPA	  	 	107	 
			
		 	ARTICLE 4	  			
			
		 	CONDITIONS	  			
			
	 Section 4.01.
	 	Closing Date	  	 	107	 
	 Section 4.02.
	 	Each Credit Extension	  	 	110	 
			
		 	ARTICLE 5	  			
			
		 	AFFIRMATIVE COVENANTS	  			
			
	 Section 5.01.
	 	Financial Statements and Other Reports	  	 	111	 
	 Section 5.02.
	 	Existence	  	 	114	 
	 Section 5.03.
	 	Payment of Taxes	  	 	114	 
	 Section 5.04.
	 	Maintenance of Properties	  	 	114	 
	 Section 5.05.
	 	Insurance	  	 	114	 
	 Section 5.06.
	 	Inspections	  	 	115	 
	 Section 5.07.
	 	Maintenance of Book and Records	  	 	115	 
	 Section 5.08.
	 	Compliance with Laws	  	 	115	 
	 Section 5.09.
	 	Environmental	  	 	115	 
	 Section 5.10.
	 	Designation of Subsidiaries	  	 	116	 
	 Section 5.11.
	 	Use of Proceeds	  	 	116	 
	 Section 5.12.
	 	Covenant to Guarantee Obligations and Give Security	  	 	117	 
	 Section 5.13.
	 	Maintenance of Ratings	  	 	119	 
	 Section 5.14.
	 	Further Assurances	  	 	119	 
	 Section 5.15.
	 	Post-Closing Covenant	  	 	119	 
	 Section 5.16.
	 	Affiliated Practices	  	 	120	 
			
		 	ARTICLE 6	  			
			
		 	NEGATIVE COVENANTS	  			
			
	 Section 6.01.
	 	Indebtedness	  	 	120	 
	 Section 6.02.
	 	Liens	  	 	126	 
	 Section 6.03.
	 	[Reserved]	  	 	130	 
	 Section 6.04.
	 	Restricted Payments; Restricted Debt Payments	  	 	130	 


  
 ii 














							
	 Section 6.05.
	 	Burdensome Agreements	  	 	134	 
	 Section 6.06.
	 	Investments	  	 	135	 
	 Section 6.07.
	 	Fundamental Changes; Disposition of Assets	  	 	139	 
	 Section 6.08.
	 	Sale and Lease-Back Transactions	  	 	142	 
	 Section 6.09.
	 	Transactions with Affiliates	  	 	142	 
	 Section 6.10.
	 	Conduct of Business	  	 	144	 
	 Section 6.11.
	 	Amendments or Waivers of Certain Documents	  	 	144	 
	 Section 6.12.
	 	Amendments of or Waivers with Respect to Restricted Debt	  	 	145	 
	 Section 6.13.
	 	Fiscal Year	  	 	145	 
	 Section 6.14.
	 	Permitted Activities of Holdings	  	 	145	 
	 Section 6.15.
	 	Financial Covenant	  	 	145	 
			
		 	ARTICLE 7	  			
			
		 	EVENTS OF DEFAULT	  			
			
	 Section 7.01.
	 	Events of Default	  	 	146	 
			
		 	ARTICLE 8	  			
			
		 	THE ADMINISTRATIVE AGENT	  			
			
		 	ARTICLE 9	  			
			
		 	MISCELLANEOUS	  			
			
	 Section 9.01.
	 	Notices	  	 	155	 
	 Section 9.02.
	 	Waivers; Amendments	  	 	158	 
	 Section 9.03.
	 	Expenses; Indemnity	  	 	164	 
	 Section 9.04.
	 	Waiver of Claim	  	 	166	 
	 Section 9.05.
	 	Successors and Assigns	  	 	166	 
	 Section 9.06.
	 	Survival	  	 	173	 
	 Section 9.07.
	 	Counterparts; Integration; Effectiveness	  	 	174	 
	 Section 9.08.
	 	Severability	  	 	174	 
	 Section 9.09.
	 	Right of Setoff	  	 	174	 
	 Section 9.10.
	 	Governing Law; Jurisdiction; Consent to Service of Process	  	 	174	 
	 Section 9.11.
	 	Waiver of Jury Trial	  	 	175	 
	 Section 9.12.
	 	Headings	  	 	176	 
	 Section 9.13.
	 	Confidentiality	  	 	176	 
	 Section 9.14.
	 	No Fiduciary Duty	  	 	177	 
	 Section 9.15.
	 	Several Obligations	  	 	177	 
	 Section 9.16.
	 	USA PATRIOT Act	  	 	177	 
	 Section 9.17.
	 	Disclosure of Agent Conflicts	  	 	177	 
	 Section 9.18.
	 	Appointment for Perfection	  	 	177	 
	 Section 9.19.
	 	Interest Rate Limitation	  	 	178	 
	 Section 9.20.
	 	Intercreditor Agreement	  	 	178	 
	 Section 9.21.
	 	Conflicts	  	 	178	 
	 Section 9.22.
	 	Release of Guarantors	  	 	178	 
	 Section 9.23.
	 	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	  	 	179	 


  
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	SCHEDULES:	  		  	
			
	Schedule 1.01(a)	  	–	  	Commitment Schedule
			
	Schedule 1.01(b)	  	–	  	Dutch Auction
	Schedule 1.01(c)	  	–	  	Mortgages
	Schedule 3.05	  	–	  	Fee Owned Real Estate Assets
	Schedule 3.13	  	–	  	Capitalization and Subsidiaries
	Schedule 4.01(b)	  	–	  	Local Counsel Opinions
	Schedule 5.10	  	–	  	Unrestricted Subsidiaries
	Schedule 6.01	  	–	  	Existing Indebtedness
	Schedule 6.02	  	–	  	Existing Liens
	Schedule 6.06	  	–	  	Existing Investments
	Schedule 9.01	  	–	  	Borrower’s Website Address for Electronic Delivery
			
	EXHIBITS:	  		  	
			
	Exhibit A-1	  	–	  	Form of Affiliated Lender Assignment and Assumption
	Exhibit A-2	  	–	  	Form of Assignment and Assumption
	Exhibit B	  	–	  	Form of Borrowing Request
	Exhibit C	  	–	  	Form of Intellectual Property Security Agreement
	Exhibit D	  	–	  	Form of Compliance Certificate
	Exhibit E	  	–	  	Form of First Lien Intercreditor Agreement
	Exhibit F	  	–	  	Form of Intercompany Note
	Exhibit G	  	–	  	Form of Initial Intercreditor Agreement
	Exhibit H	  	–	  	Form of Interest Election Request
	Exhibit I	  	–	  	Form of Guaranty Agreement
	Exhibit J	  	–	  	Form of Perfection Certificate
	Exhibit K	  	–	  	Form of Joinder Agreement
	Exhibit L	  	–	  	Form of Promissory Note
	Exhibit M	  	–	  	Form of First Lien Pledge and Security Agreement
	Exhibit N	  	–	  	Form of Letter of Credit Request
	Exhibit O-1	  	–	  	Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit O-2	  	–	  	Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit O-3	  	–	  	Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit O-4	  	–	  	Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit P	  	–	  	Form of Solvency Certificate
	Exhibit Q	  	–	  	Form of Management Services Agreement
	Exhibit R	  	–	  	Form of Securities Transfer Restriction Agreement
	Exhibit S	  	–	  	Form of Therapy Director Agreement


  
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 FIRST LIEN CREDIT AGREEMENT 

FIRST LIEN CREDIT AGREEMENT, dated as of May 10, 2016 (this “Agreement”), by and among Wilco Purchaser, Inc., a Delaware
corporation (“Purchaser” and, prior to the Closing Date Merger (as defined below), the Borrower), which upon the effectiveness of the Closing Date Merger (as defined below) will be merged with and into ATI Holdings Acquisition,
Inc., a Delaware corporation (the “Target” and, after the Closing Date Merger, the Borrower), Wilco Intermediate Holdings, Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party hereto,
Barclays Bank PLC (“Barclays”), in its capacities as administrative agent and collateral agent for the Secured Parties (in such capacities and together with its successors and assigns, the “Administrative Agent”)
and as an Issuing Bank and the Swingline Lender, HSBC Bank USA, N.A. (“HSBC”), as an Issuing Bank, and Barclays, HSBC Securities (USA) Inc. and Jefferies Finance, LLC, as joint lead arrangers and joint bookrunners (in such
capacities, the “Arrangers”). 
 RECITALS 

A. Pursuant to the terms of the Acquisition Agreement, Purchaser will acquire, directly or indirectly, all of the issued and outstanding
capital stock of the Target (the “Acquisition”). 
 B. Substantially concurrently with the consummation of the Acquisition,
all indebtedness for borrowed money that is outstanding under (i) that certain Amended and Restated Credit Agreement, dated as of July 31, 2013 (as amended, restated, amended and restated, supplemented or otherwise modified and in effect
on the date hereof, the “Existing Senior Credit Agreement”), by and among, inter alios, ATI Holdings, Inc., a Delaware corporation (“ATI Holdings”), as borrower, the Target, as a guarantor, the lenders from
time to time party thereto, and Jefferies Finance LLC, as administrative agent, collateral agent and swing line lender and (ii) that certain Senior Subordinated Loan Agreement, dated as of December 31, 2012 (as amended, restated, amended
and restated, supplemented or otherwise modified and in effect on the date hereof), by and among, inter alios, ATI Holdings, as borrower, the Target, as a guarantor, the lenders from time to time party thereto, and the lenders party thereto
will be repaid in full (or in the case of letters of credit issued under the Existing Senior Credit Agreement, at the election of the Borrower, replaced, backstopped or incorporated or “grandfathered” into the Revolving Facility) and all
commitments, liens and security interests under the Existing Senior Credit Agreement shall be terminated and released (the “Refinancing”). 

C. To fund the Refinancing and a portion of the consideration for the Acquisition, the Borrower (i) has requested that the Lenders extend
credit under this Agreement in the form of (x) Initial Term Loans in an original aggregate principal amount equal to $660,000,000 and (y) an Initial Revolving Facility with an available amount of $70,000,000, and (ii) intends to
borrow term loans under the Second Lien Credit Agreement in an aggregate principal amount equal to $225,000,000. 
 D. Following the
consummation of the Acquisition and the Refinancing, Purchaser will merge with and into the Target, with the Target as the surviving entity (the “Closing Date Merger”). 

E. The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein. Accordingly, the
parties hereto agree as follows: 
 ARTICLE 1 

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, bear interest at a rate determined by reference to the Alternate Base Rate. 

  
 1 













 “Acceptable Intercreditor Agreement” means, with respect to any
Indebtedness: 
 (a) that is secured on a pari passu basis with the Initial Term Loans, a First Lien Intercreditor Agreement;

 (b) that is junior to the Initial Term Loans in right of security, (i) if any Second Lien Facility is outstanding on
the relevant date of determination, the Initial Intercreditor Agreement or (ii) if the Second Lien Facility is not outstanding on the relevant date of determination, an intercreditor agreement substantially in the form of the Initial
Intercreditor Agreement, with (A) any immaterial changes (as determined in the Administrative Agent’s sole discretion) thereto as the Borrower and the Administrative Agent may agree in their respective reasonable discretion and/or
(B) any material changes thereto as the Borrower and the Administrative Agent may agree in their respective reasonable discretion, which material changes are posted for review by the Lenders and deemed acceptable if the Required Lenders have
not objected thereto within five Business Days following the date on which such changes are posted for review; and/or 
 (c)
any other intercreditor or subordination agreement or arrangement (which may take the form of a “waterfall” or similar provision), as applicable, the terms of which are (i) consistent with market terms (as determined by the Borrower
and the Administrative Agent in good faith) governing arrangements for the sharing and/or subordination of liens and/or arrangements relating to the distribution of payments, as applicable, at the time the relevant intercreditor agreement is
proposed to be established in light of the type of Indebtedness subject thereto and/or (ii) reasonably acceptable to the Borrower and the Administrative Agent. 

“Acceptable Practice Management Arrangements” means, with respect to any Physical Therapy Entity: 

(a) a Management Services Agreement; 

(b) a securities transfer restriction agreement (or similar agreement) (a “Securities Transfer Restriction
Agreement”) among the APC Manager, such Physical Therapy Entity (or the Physical Therapy Entity which is the direct or indirect parent of such Physical Therapy Entity) and the Physical Therapist Owner of such Physical Therapy Entity, on
terms, taken as a whole, in the good faith judgment of the Borrower, that are not materially less favorable to the Lenders than those set forth in the form of securities transfer restriction agreement attached hereto as Exhibit R or such
other terms as are (i) reasonably acceptable to the Administrative Agent and/or (ii) in the good faith judgment of the Borrower, required pursuant to or reasonably advisable to facilitate compliance with applicable Requirements of Law;

 (c) a therapy director agreement (or similar agreement) (a “Therapy Director Agreement”) among the APC
Manager and the Physical Therapist Owner of such Physical Therapy Entity on terms, taken as a whole, in the good faith judgment of the Borrower, that are not materially less favorable to the Lenders than those set forth in the form of therapy
director agreement attached hereto as Exhibit S or such other terms as are (i) reasonably acceptable to the Administrative Agent and/or (ii) in the good faith judgment of the Borrower, required pursuant to or reasonably advisable to
facilitate compliance with applicable Requirements of Law, and 
 (d) a loan agreement (or similar agreement) (a
“Practice Loan Agreement”) by the Physical Therapy Entity, as borrower, and the APC Manager or other Loan Party, as lender, for the purpose of advancing funds to the Physical Therapy Entity to pay its liabilities (including
management fees) and, if applicable, to finance Permitted Acquisitions and other investments of the Physical Therapy Entity, which loan agreement shall contain restrictions applicable to the Physical Therapy Entity on (i) incurring third party
debt, (ii) granting liens, (iii) paying dividends or other distributions 

  
 2 













 to its Physical Therapist Owner(s) (other than in connection with maintenance of legal
status and/or the payment of taxes), (iv) consummating asset sales, (v) making investments (other than loans to one or more Loan Parties, investments in other Consolidated APCs and Permitted Acquisitions) and (vi) affiliate
transactions, in each case, subject to other exceptions, thresholds and qualifications which are not, taken as a whole, materially adverse to the Lenders or which in the good faith judgment of the Borrower, are required pursuant to or reasonably
advisable to facilitate compliance with applicable Requirements of Law, 
 ; provided that in each case, there shall be no
restrictions or prohibitions in any Management Services Agreement, Securities Transfer Restriction Agreement, Therapy Director Agreement or Practice Loan Agreement that would cause such Management Services Agreement, Securities Transfer Restriction
Agreement, Therapy Director Agreement or Practice Loan Agreement to constitute Excluded Assets. 
 “ACH” means automated
clearing house transfers. 
 “Acquisition” has the meaning assigned to such term in the recitals to this Agreement. 

“Acquisition Agreement” means that certain Stock Purchase Agreement, dated as of March 25, 2016, among Purchaser, the
Target and ATI Physical Therapy Holdings, LLC, a Delaware limited liability company, as seller. 
 “Additional Agreement”
has the meaning assigned to such term in Article 8. 
 “Additional Commitment” means any commitment hereunder added
pursuant to Sections 2.22, 2.23 or 9.02(c). 
 “Additional Loans” means any Additional Revolving Loans
and any Additional Term Loans. 
 “Additional Revolving Credit Commitments” means any revolving credit commitment added
pursuant to Sections 2.22, 2.23 or 9.02(c)(ii). 
 “Additional Revolving Credit Exposure” means, with
respect to any Lender at any time, the aggregate Outstanding Amount at such time of all Additional Revolving Loans of such Lender, plus the aggregate outstanding amount at such time of such Lender’s LC Exposure and Swingline Exposure, in each
case, attributable to its Additional Revolving Credit Commitment. 
 “Additional Revolving Lender” means any Lender with an
Additional Revolving Credit Commitment or any Additional Revolving Credit Exposure. 
 “Additional Revolving Loans” means
any revolving loan added hereunder pursuant to Section 2.22, 2.23 or 9.02(c)(ii). 
 “Additional Term
Lender” means any Lender with an Additional Term Loan Commitment or an outstanding Additional Term Loan. 
 “Additional
Term Loan Commitment” means any term commitment added pursuant to Sections 2.22, 2.23 or 9.02(c)(i). 

“Additional Term Loans” means any term loan added pursuant to Section 2.22, 2.23 or 9.02(c)(i).

 “Adjustment Date” means the date of delivery of financial statements required to be delivered pursuant to
Section 5.01(a) or Section 5.01(b), as applicable. 

  
 3 













 “Administrative Agent” has the meaning assigned to such term in the
preamble to this Agreement. 
 “Administrative Questionnaire” means a customary administrative questionnaire in the form
provided by the Administrative Agent. 
 “Advent” means Advent International Corporation. 

“Adverse Proceeding” means any action, suit, proceeding (whether administrative, judicial or otherwise), governmental
investigation or arbitration (whether or not purportedly on behalf of Holdings, the Borrower or any of its Restricted Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental
Claim), whether pending or, to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, threatened in writing, against or affecting Holdings, the Borrower or any of its Restricted Subsidiaries or any property of Holdings, the
Borrower or any of its Restricted Subsidiaries. 
 “Affiliate” means, as applied to any Person, any other Person directly
or indirectly Controlling, Controlled by, or under common Control with, that Person. No Person shall be an “Affiliate” solely because it is an unrelated portfolio company of the Sponsor and none of the Administrative Agent, the Arrangers,
any Lender (other than any Affiliated Lender) or any of their respective Affiliates shall be considered an Affiliate of Holdings or any subsidiary thereof. For purposes of this Agreement, Jefferies LLC and its Affiliates shall be deemed to be
“Affiliates” of Jefferies Finance LLC. 
 “Affiliated Lender” means any Investor (which is an Affiliate of the
Borrower) and any Affiliate of any such Investor (other than, in any case, Streamview Investment Pte. Ltd. or any Affiliate thereof), Holdings, the Borrower and/or any subsidiary of the Borrower. 

“Affiliated Lender Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Affiliated
Lender (with the consent of any party whose consent is required by Section 9.05) and accepted by the Administrative Agent in the form of Exhibit A-1 or any other form approved by the Administrative Agent and the Borrower. 

“Affiliated Lender Cap” has the meaning assigned to such term in Section 9.05(g)(iv). 

“Affiliated Practice” means any Physical Therapy Entity that is or will become party to a Management Services Agreement,
including any Practice Subsidiary following a transfer of its Capital Stock in any Permitted Practice Subsidiary Restructuring. For the avoidance of doubt, the term “Affiliated Practice” may include both Consolidated APCs and
Non-Consolidated APCs. 
 “Agreement” has the meaning assigned to such term in the preamble to this First Lien Credit
Agreement. 
 “Alternate Base Rate” means, for any day, a rate per annum equal to the highest of (a) the Federal Funds
Effective Rate in effect on such day plus 0.50%, (b) to the extent ascertainable, the Published LIBO Rate (which rate shall be calculated based upon an Interest Period of one month and shall be determined on a daily basis and, for the
avoidance of doubt, the Published LIBO Rate for any day shall be based on the rate determined on such day at 11:00 a.m. (London time)) plus 1.00%, (c) the Prime Rate and (d) solely with respect to Initial Term Loans, 2.00% . Any
change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Published LIBO Rate, as the case may be, shall be effective from and including the effective date of such change in the Prime Rate, the
Federal Funds Effective Rate or the Published LIBO Rate, as the case may be. 
 “APC Manager” has the meaning assigned to
such term in the definition of “Management Services Agreement”. 

  
 4 













 “Applicable Percentage” means, (a) with respect to any Term Lender of
any Class, a percentage equal to a fraction the numerator of which is the aggregate outstanding principal amount of the Term Loans and unused Additional Term Loan Commitments of such Term Lender under the applicable Class and the denominator of
which is the aggregate outstanding principal amount of the Term Loans and unused Term Commitments of all Term Lenders under the applicable Class and (b) with respect to any Revolving Lender of any Class, the percentage of the aggregate amount
of the Revolving Credit Commitments of such Class represented by such Lender’s Revolving Credit Commitment of such Class; provided that for purposes of Section 2.21 and otherwise herein (except with respect to
Section 2.11(a)(ii)), when there is a Defaulting Lender, such Defaulting Lender’s Revolving Credit Commitment shall be disregarded for any relevant calculation. In the case of clause (b), in the event that the Revolving
Credit Commitments of any Class have expired or been terminated, the Applicable Percentage of any Revolving Lender of such Class shall be determined on the basis of the Revolving Credit Exposure of such Revolving Lender attributable to its Revolving
Credit Commitment of such Class, giving effect to any assignment thereof. 
 “Applicable Rate” means 

(a) with respect to any Initial Term Loan, 4.50% per annum for LIBO Rate Loans and 3.50% per annum for ABR Loans and

 (b) with respect to (i) any Initial Revolving Loan, the rate per annum applicable to the relevant Class of Loans set
forth below under the caption “ABR Spread” or “LIBO Rate Spread” or (ii) any Swingline Loan, the rate per annum applicable to the relevant Class of Loans set forth below under the caption “ABR Spread”, based upon
the First Lien Leverage Ratio; provided that until the first Adjustment Date following the completion of at least one full Fiscal Quarter ended after the Closing Date, the “Applicable Rate” for any Initial Revolving Loan or
Swingline Loan shall be the applicable rate per annum set forth below in Category 1: 
  

									
	 First Lien Leverage Ratio
	  	ABR Spread for Initial
Revolving Loans (including
Swingline Loans)	 	 	LIBO Rate Spread for Initial
Revolving Loans	 
	 Category 1
	  				 			
	 Greater than 4.00 to 1.00
	  	 	3.50	% 	 	 	4.50	% 
	 Category 2
	  				 			
	 Less than or equal to 4.00 to 1.00 and greater than 3.50 to 1.00
	  	 	3.25	% 	 	 	4.25	% 
	 Category 3
	  				 			
	 Less than or equal to 3.50 to 1.00
	  	 	3.00	% 	 	 	4.00	% 

 The Applicable Rate for Initial Revolving Loans and Swingline Loans shall be adjusted quarterly on a prospective basis on each
Adjustment Date based upon the First Lien Leverage Ratio in accordance with the table above; provided that if financial statements are not delivered when required pursuant to Section 5.01(a) or (b), as applicable, the
“Applicable Rate” for any Initial Revolving Loan or Swingline Loan shall be the rate per annum set forth above in Category 1 until such financial statements are delivered in compliance with Section 5.01(a) or (b),
as applicable. 
 “Applicable Revolving Credit Percentage” means, with respect to any Revolving Lender at any time, the
percentage of the Total Revolving Credit Commitment at such time represented by such Revolving Lender’s Revolving Credit Commitments at such time; provided that for purposes of Section 2.21, when there is a Defaulting Lender,
any such Defaulting Lender’s Revolving Credit Commitment shall be disregarded in the relevant calculations. In the event that (a) the Revolving Credit Commitments of any Class have expired or been terminated in accordance with the terms
hereof (other than pursuant to Article 7), the Applicable Revolving Credit Percentage shall be recalculated without giving effect to the Revolving Credit Commitments of such Class or (b) the Revolving Credit Commitments of all Classes
have terminated (or the Revolving Credit Commitments of any Class have terminated pursuant to Article 7), the Applicable Revolving Credit Percentage shall be determined based upon the Revolving Credit Commitments (or the Revolving Credit
Commitments of such Class) most recently in effect, giving effect to any assignments thereof. 

  
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 “Approved Fund” means, with respect to any Lender, any Person (other than a
natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities and is administered, advised or managed by (a) such Lender,
(b) any Affiliate of such Lender or (c) any entity or any Affiliate of any entity that administers, advises or manages such Lender. 

“Arrangers” has the meaning assigned to such term in the preamble to this Agreement. 

“Assignment Agreement” means, collectively, each Assignment and Assumption and each Affiliated Lender Assignment and
Assumption. 
 “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 9.05), and accepted by the Administrative Agent in the form of Exhibit A-2 or any other form approved by the Administrative Agent and the Borrower. 

“ATI Holdings” has the meaning assigned to such term in the recitals to this Agreement. 

“Available Amount” means, at any time, an amount equal to, without duplication: 

(a) the sum of: 

(i) $30,000,000; plus  

(ii) the Retained Excess Cash Flow Amount (provided that the Retained Excess Cash Flow Amount shall not be available for
any Restricted Payment pursuant to Section 6.04(a)(iii)(A) unless (A) no Event of Default exists at the time of declaration of such Restricted Payment and (B) after giving effect thereto, the Total Leverage Ratio, calculated on
a Pro Forma Basis, would not exceed 5.25:1.00); plus  
 (iii) the amount of any capital contribution in respect of
Qualified Capital Stock or the proceeds of any issuance of Qualified Capital Stock after the Closing Date (other than any amounts (x) constituting a Cure Amount, an Available Excluded Contribution Amount or a Contribution Indebtedness Amount,
(y) received from the Borrower, any Restricted Subsidiary or any Affiliated Practice or (z) consisting of the proceeds of any loan or advance made pursuant to Section 6.06(h)(ii)) received as Cash equity by the Borrower or any
of its Restricted Subsidiaries, plus the fair market value, as reasonably determined by the Borrower, of Cash Equivalents, marketable securities or other property received by the Borrower or any Restricted Subsidiary as a capital contribution in
respect of Qualified Capital Stock or in return for any issuance of Qualified Capital Stock (other than any amounts (x) constituting a Cure Amount, an Available Excluded Contribution Amount or a Contribution Indebtedness Amount or
(y) received from the Borrower, any Restricted Subsidiary or any Affiliated Practice), in each case, during the period from and including the day immediately following the Closing Date through and including such time; plus  

  
 6 













 (iv) the aggregate principal amount of any Indebtedness (including any
Disqualified Capital Stock) of the Borrower or any Restricted Subsidiary issued after the Closing Date (other than Indebtedness or such Disqualified Capital Stock issued to the Borrower, any Restricted Subsidiary or any Affiliated Practice), which
has been converted into or exchanged for Capital Stock of the Borrower, any Restricted Subsidiary or any Parent Company that does not constitute Disqualified Capital Stock, together with the fair market value of any Cash Equivalents and the fair
market value (as reasonably determined by the Borrower) of any assets received by the Borrower or such Restricted Subsidiary upon such exchange or conversion, in each case, during the period from and including the day immediately following the
Closing Date through and including such time; plus  
 (v) the net proceeds received by the Borrower or any Restricted
Subsidiary during the period from and including the day immediately following the Closing Date through and including such time in connection with the Disposition to any Person (other than the Borrower, any Restricted Subsidiary or any Affiliated
Practice) of any Investment made pursuant to Section 6.06(r)(i); plus  
 (vi) to the extent not already
reflected as a return of capital with respect to such Investment for purposes of determining the amount of such Investment (pursuant to the definition thereof), the proceeds received by the Borrower or any Restricted Subsidiary during the period
from and including the day immediately following the Closing Date through and including such time in connection with cash returns, cash profits, cash distributions and similar cash amounts, including cash principal repayments and interest payments
of loans, in each case received in respect of any Investment made after the Closing Date pursuant to Section 6.06(r)(i); plus  

(vii) an amount equal to the sum of (A) the amount of any Investments by the Borrower or any Restricted Subsidiary
pursuant to Section 6.06(r)(i) in any Unrestricted Subsidiary (in an amount not to exceed the original amount of such Investment) that has been re-designated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with
or into, or is liquidated, wound up or dissolved into, the Borrower or any Restricted Subsidiary and (B) the fair market value (as reasonably determined by the Borrower) of the assets of any Unrestricted Subsidiary that have been transferred,
conveyed or otherwise distributed (in an amount not to exceed the original amount of the Investment in such Unrestricted Subsidiary) to the Borrower or any Restricted Subsidiary, in each case, during the period from and including the day immediately
following the Closing Date through and including such time; plus  
 (viii) to the extent not otherwise applied to
prepay term loans outstanding under the Second Lien Facility in accordance with the terms thereof, the amount of any Declined Proceeds; minus  

(b) an amount equal to the sum of (i) Restricted Payments made pursuant to Section 6.04(a)(iii)(A),
plus (ii) Restricted Debt Payments made pursuant to Section 6.04(b)(vi)(A), plus (iii) Investments made pursuant to Section 6.06(r)(i), in each case, after the Closing Date and prior to such time or
contemporaneously therewith. 
 “Available Excluded Contribution Amount” means the aggregate amount of Cash or Cash
Equivalents or the fair market value of other assets (as reasonably determined by the Borrower, but excluding any Cure Amount and/or any Contribution Indebtedness Amount) received by the Borrower or any of its Restricted Subsidiaries after the
Closing Date from: 
 (a) contributions in respect of Qualified Capital Stock of the Borrower (other than any amounts
received from any Restricted Subsidiary of the Borrower or any Affiliated Practice), and 
 (b) the sale of Qualified Capital
Stock of the Borrower (other than (x) to any Restricted Subsidiary of the Borrower or any Affiliated Practice, (y) pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or
(z) with the proceeds of any loan or advance made pursuant to Section 6.06(h)(ii)), 

  
 7 













 in each case, designated as an Available Excluded Contribution Amount pursuant to a certificate of a
Responsible Officer on or promptly after the date on which the relevant capital contribution is made or the relevant proceeds are received, as the case may be, and which are excluded from the calculation of the Available Amount. 

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in
respect of any liability of an EEA Financial Institution. 
 “Bail-In Legislation” means, with respect to any EEA Member
Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation
Schedule. 
 “Banking Services” means each and any of the following bank services provided to any Loan Party (a) under
any arrangement that is in effect on the Closing Date between any Loan Party and a counterparty that is (or is an Affiliate of) the Administrative Agent, any Lender or any Arranger as of the Closing Date or (b) under any arrangement that is
entered into after the Closing Date by any Loan Party with any counterparty that is (or is an Affiliate of) the Administrative Agent, any Lender or any Arranger at the time such arrangement is entered into: commercial credit cards, stored value
cards, purchasing cards, treasury management services, netting services, overdraft protections, check drawing services, automated payment services (including depository, overdraft, controlled disbursement, ACH transactions, return items and
interstate depository network services), employee credit card programs, cash pooling services and any arrangements or services similar to any of the foregoing and/or otherwise in connection with Cash management and Deposit Accounts. 

“Banking Services Obligations” means any and all obligations of any Loan Party, whether absolute or contingent and however
and whenever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), in connection with Banking Services, in each case, that have been designated to the Administrative Agent
in writing by the Borrower as being Banking Services Obligations for the purposes of the Loan Documents, it being understood that each counterparty thereto shall be deemed (A) to appoint the Administrative Agent as its agent under the
applicable Loan Documents and (B) to agree to be bound by the provisions of Article 8, Section 9.03 and Section 9.10 and the Initial Intercreditor Agreement as if it were a Lender. 

“Bankruptcy Code” means Title 11 of the United States Code (11 U.S.C. § 101 et seq.), as it has been, or may be,
amended, from time to time. 
 “Barclays” has the meaning assigned to such term in the preamble to this Agreement. 

“Bona Fide Debt Fund” means any debt fund, investment vehicle, regulated bank entity or unregulated lending entity that is
primarily engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business for financial investment purposes which is managed, sponsored or advised by any Person
controlling, controlled by or under common control with (a) any competitor of the Borrower and/or any of its subsidiaries or (b) any Affiliate of such competitor, but, in each case, with respect to which no personnel involved with any
investment in such Person or the management, control or operation of such Person (i) directly or indirectly makes, has the right to make or participates with others in making any investment decisions, or otherwise causing the direction of the
investment policies, with respect to such debt fund, investment vehicle, regulated bank entity or unregulated entity or (ii) has access to any information (other than information that is publicly available) relating to Holdings, the Borrower or
its subsidiaries or any entity that forms a part of any of their respective businesses; it being understood and agreed that the term “Bona Fide Debt Fund” shall not include any Person that is a Disqualified Lending Institution. 

  
 8 













 “Borrower” means (a) prior to the Closing Date Merger, Purchaser,
(b) following the Closing Date Merger, the Target and (c) any Successor Borrower. 
 “Borrower Materials” has the
meaning assigned to such term in Section 9.01(d). 
 “Borrowing” means any Loans of the same Type and Class
made, converted or continued on the same date and, in the case of LIBO Rate Loans, as to which a single Interest Period is in effect. 

“Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03 and
substantially in the form attached hereto as Exhibit B or such other form that is reasonably acceptable to the Administrative Agent and the Borrower. 

“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 LIBO Rate Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in Dollar deposits in the
London interbank market. 
 “Capital Expenditures” means, with respect to the Borrower and its Restricted Subsidiaries for
any period, the aggregate amount, without duplication, of all expenditures (whether paid in cash or accrued as liabilities and including in all events all amounts expended or capitalized under Capital Leases) that would, in accordance with GAAP,
are, or are required to be included as, capital expenditures on the consolidated statement of cash flows for the Borrower and its Restricted Subsidiaries for such period. 

“Capital Lease” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person
as lessee that, in conformity with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person; provided, that for the avoidance of doubt, the amount of obligations attributable to any Capital Lease shall be the
amount thereof accounted for as a liability in accordance with GAAP. 
 “Capital Stock” means any and all shares,
interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and
any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing, but excluding for the avoidance of doubt any Indebtedness convertible into or exchangeable for any of the foregoing. 

“Captive Insurance Subsidiary” means any Restricted Subsidiary of the Borrower that is subject to regulation as an insurance
company (or any Restricted Subsidiary thereof). 
 “Cash” means money, currency or a credit balance in any Deposit Account,
in each case determined in accordance with GAAP. 
 “Cash Equivalents” means, as at any date of determination,
(a) readily marketable securities (i) issued or directly and unconditionally guaranteed or insured as to interest and principal by the U.S. government or (ii) issued by any agency or instrumentality of the U.S. the obligations of
which are backed by the full faith and credit of the U.S., in each case maturing within one year after such date and, in each case, repurchase agreements and reverse repurchase agreements relating thereto; (b) readily marketable direct
obligations issued by any state of the U.S. or any political subdivision of any such state or any public instrumentality thereof or by any foreign government, in each case maturing within one year after such date and having, at the time of the
acquisition thereof, a rating of at least A-2 from S&P or at least P-2 from Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized 

  
 9 













 statistical rating agency) and, in each case, repurchase agreements and reverse repurchase agreements
relating thereto; (c) commercial paper maturing no more than one year from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-2 from S&P or at least P-2 from Moody’s (or, if at any
time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency); (d) deposits, money market deposits, time deposit accounts, certificates of deposit or
bankers’ acceptances (or similar instruments) maturing within one year after such date and issued or accepted by any Lender or by any bank organized under, or authorized to operate as a bank under, the laws of the U.S., any state thereof or the
District of Columbia or any political subdivision thereof or any foreign bank or its branches or agencies and that has capital and surplus of not less than $100,000,000 and, in each case, repurchase agreements and reverse repurchase agreements
relating thereto; (e) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any commercial bank having capital and surplus of not less than $100,000,000; (f) shares of
any money market mutual fund that has (i) substantially all of its assets invested in the types of investments referred to in clauses (a) through (e) above, (ii) net assets of not less than $250,000,000 and
(iii) a rating of at least A-2 from S&P or at least P-2 from Moody’s; and (g) solely with respect to any Captive Insurance Subsidiary, any investment that such Captive Insurance Subsidiary is not prohibited to make in accordance
with applicable law. 
 “Cash Equivalents” shall also include (x) Investments of the type and maturity described in
clauses (a) through (g) above of foreign obligors, which Investments or obligors (or the parent companies thereof) have the ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and
(y) other short-term Investments utilized by Foreign Subsidiaries in accordance with normal investment practices for cash management in Investments that are analogous to the Investments described in clauses (a) through
(g) and in this paragraph. 
 “CFC” means a “controlled foreign corporation” within the meaning of
Section 957 of the Code. 
 “CFC Holdco” means (a) any direct or indirect Domestic Subsidiary that has no
material assets other than the Capital Stock or Indebtedness of one or more CFCs and (b) any direct or indirect Domestic Subsidiary that has no material assets other than the Capital Stock or Indebtedness of one or more Persons of the type
described in the immediately preceding clause (i). 
 “Change in Law” means (a) the adoption of any law,
treaty, rule or regulation after the Closing Date, (b) any change in any law, treaty, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Closing Date 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 such Issuing Bank 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 Closing Date (other than any such request, guideline or directive to comply with any law, rule or regulation that was in effect on the Closing Date). For
purposes of this definition and Section 2.15, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in
implementation thereof and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or U.S. or
foreign regulatory authorities, in each case pursuant to Basel III, shall in each case described in clauses (a), (b) and (c) above, be deemed to be a Change in Law, regardless of the date enacted, adopted, issued or
implemented. 
 “Change of Control” means the earliest to occur of: 

(a) at any time prior to a Qualifying IPO, the Permitted Holders ceasing to beneficially own, either directly or indirectly
(within the meaning of Rule 13d-3 and Rule 13d-5 under the Exchange Act), Capital Stock representing more than 50% of the total voting and economic power of all of the outstanding Capital Stock of Holdings; 

  
 10 













 (b) at any time on or after a Qualifying IPO, the acquisition by any Person
or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) (including any group acting for the purpose of acquiring, holding or disposing of Securities (within the meaning of Rule 13d-5(b)(1) under the
Exchange Act), but excluding (i) any employee benefit plan and/or Person acting as the trustee, agent or other fiduciary or administrator therefor, (ii) one or more Permitted Holders and (iii) any underwriter in connection with any
Qualifying IPO), of Capital Stock representing more than the greater of (x) 35% of the total voting or economic power of all of the outstanding Capital Stock of Holdings and (y) the percentage of the total voting or economic power of all
of the outstanding Capital Stock of Holdings owned, directly or indirectly, beneficially by the Permitted Holders; and 
 (c)
the Borrower ceasing to be a direct or indirect Wholly-Owned Subsidiary of Holdings (it being understood and agreed for the avoidance of doubt that the Closing Date Merger shall not trigger a “Change of Control” for any purpose under this
Agreement or any other Loan Document). 
 “Charge” means any fee, loss, charge, expense, cost, accrual or reserve of any
kind. 
 “Charged Amounts” has the meaning assigned to such term in Section 9.19. 

“Class”, when used with respect to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such
Borrowing, are Initial Term Loans, Additional Term Loans of any series established as a separate “Class” pursuant to Section 2.22, 2.23 or 9.02(c)(i), Initial Revolving Loans or Additional Revolving Loans of any
series established as a separate “Class” pursuant to Section 2.22, 2.23 or 9.02(c)(ii) or Swingline Loans, (b) any Commitment, refers to whether such Commitment is an Initial Term Loan Commitment, an
Additional Term Loan Commitment of any series established as a separate “Class” pursuant to Section 2.22, 2.23 or 9.02(c)(i), an Initial Revolving Credit Commitment or an Additional Revolving Credit Commitment of
any series established as a separate “Class” pursuant to Section 2.22, 2.23 or 9.02(c)(ii) or a commitment to make Swingline Loans, (c) any Lender, refers to whether such Lender has a Loan or Commitment of a
particular Class and (d) any Revolving Credit Exposure, refers to whether such Revolving Credit Exposure is attributable to a Revolving Credit Commitment of a particular Class. 

“Closing Date” means May 10, 2016, the date on which the conditions specified in Section 4.01 were satisfied
(or waived in accordance with Section 9.02). 
 “Closing Date Material Adverse Effect” has the meaning assigned
to such term in the Acquisition Agreement, as in effect on March 25, 2016 and giving effect to any amendment, waiver or consent permitted under Section 4.01(n). 

“Closing Date Merger” has the meaning assigned to such term in the recitals to this Agreement. 

“Code” means the Internal Revenue Code of 1986. 

“Collateral” means any and all property of any Loan Party subject (or purported to be subject) to a Lien under any Collateral
Document and any and all other property of any Loan Party, now existing or hereafter acquired, that is or becomes subject (or purported to be subject) to a Lien pursuant to any Collateral Document to secure the Secured Obligations. For the avoidance
of doubt, in no event shall “Collateral” include any Excluded Asset. 
 “Collateral and Guarantee Requirement”
means, at any time, subject to (x) the applicable limitations set forth in this Agreement and/or any other Loan Document and (y) the time periods (and extensions thereof) set forth in Section 5.12, the requirement that: 

  
 11 













 (a) the Administrative Agent shall have received in the case of any
Restricted Subsidiary that is required to become a Loan Party after the Closing Date (including by ceasing to be an Excluded Subsidiary): 

(i) (A) a Joinder Agreement, (B) if the respective Restricted Subsidiary required to comply with the requirements set
forth in this definition pursuant to Section 5.12 owns registrations of or applications for U.S. Patents, Trademarks and/or Copyrights that constitute Collateral, an Intellectual Property Security Agreement in substantially the form
attached as Exhibit C hereto, (C) a completed Perfection Certificate, (D) Uniform Commercial Code financing statements in appropriate form for filing in such jurisdictions as the Administrative Agent may reasonably request,
(E) an executed joinder to the Initial Intercreditor Agreement in substantially the form attached as an exhibit thereto and (F) a joinder to the Intercompany Note; and 

(ii) each item of Collateral that such Restricted Subsidiary is required to deliver under Section 4.02 of the
Security Agreement (which, for the avoidance of doubt, shall be delivered within the applicable time period set forth in Section 5.12(a)); and 

(b) the Administrative Agent shall have received with respect to any Material Real Estate Asset acquired after the Closing
Date, a Mortgage and any necessary UCC fixture filing in respect thereof, in each case together with, to the extent customary and appropriate (as reasonably determined by the Administrative Agent and the Borrower)): 

(i) evidence that (A) counterparts of such Mortgage have been duly executed, acknowledged and delivered and such Mortgage
and any corresponding UCC or equivalent fixture filing are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem reasonably necessary in order to create a valid and subsisting Lien on such
Material Real Estate Asset in favor of the Administrative Agent for the benefit of the Secured Parties, (B) such Mortgage and any corresponding UCC or equivalent fixture filings have been duly recorded or filed, as applicable, and (C) all
filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; 

(ii) one or more fully paid policies of title insurance (the “Mortgage Policies”) in an amount reasonably
acceptable to the Administrative Agent (not to exceed the fair market value of the Material Real Estate Asset covered thereby (as reasonably determined by the Borrower)) issued by a nationally recognized title insurance company in the applicable
jurisdiction that is reasonably acceptable to the Administrative Agent, insuring the relevant Mortgage as having created a valid subsisting Lien on the real property described therein with the ranking or the priority which it is expressed to have in
such Mortgage, subject only to Permitted Liens, together with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request to the extent the same are available in the applicable jurisdiction; 

(iii) customary legal opinions of local counsel for the relevant Loan Party in the jurisdiction in which such Material Real
Estate Asset is located, and if applicable, in the jurisdiction of formation of the relevant Loan Party, in each case as the Administrative Agent may reasonably request; and 

  
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 (iv) surveys and appraisals (if required under the Financial Institutions
Reform Recovery and Enforcement Act of 1989, as amended) and “Life-of-Loan” flood certifications and any required borrower notices under Regulation H (together with evidence of federal flood insurance for any such Flood Hazard Property
located in a flood hazard area); provided that the Administrative Agent may in its reasonable discretion accept (A) any existing appraisal so long as such existing appraisal or survey satisfies any applicable local law requirements and
(B) any new survey or any existing survey, together with a no change affidavit, in either case sufficient for the relevant title insurance company to remove the standard survey exception and issue the survey-related endorsements. 

Notwithstanding any provision of any Loan Document to the contrary, if any mortgage tax or similar tax or charge is owed on the entire amount
of the Obligations evidenced hereby, then, to the extent permitted by, and in accordance with, applicable Requirements of Law, the amount of such mortgage tax or similar tax or charge shall be calculated based on the lesser of (x) the amount of
the Obligations allocated to the applicable Material Real Estate Asset and (y) the fair market value of the applicable Material Real Estate Asset at the time the Mortgage is entered into and determined in a manner reasonably acceptable to
Administrative Agent and the Borrower, which in the case of clause (y) will result in a limitation of the Obligations secured by the Mortgage to such amount. 

“Collateral Documents” means, collectively, (i) the Security Agreement, (ii) each Mortgage, (iii) each
Intellectual Property Security Agreement, (iv) any supplement to any of the foregoing delivered to the Administrative Agent pursuant to the definition of “Collateral and Guarantee Requirement”, (v) the Perfection Certificate
(including any Perfection Certificate delivered to the Administrative Agent pursuant to the definition of “Collateral and Guarantee Requirement”) and (vi) each of the other instruments and documents pursuant to which any Loan Party
grants (or purports to grant) a Lien on any Collateral as security for payment of the Secured Obligations. 
 “Commercial Letter of
Credit” means any Letter of Credit issued for the purpose of providing the primary payment mechanism in connection with the purchase of any materials, goods or services by the Borrower or any of its subsidiaries in the ordinary course of
business of such Person. 
 “Commercial Tort Claim” has the meaning set forth in Article 9 of the UCC. 

“Commitment” means, with respect to each Lender, such Lender’s Initial Term Loan Commitment, Initial Revolving Credit
Commitment and Additional Commitment, as applicable, in effect as of such time. 
 “Commitment Fee Rate” means, on any date
(a) with respect to the Initial Revolving Credit Commitments, the applicable rate per annum set forth below based upon the First Lien Leverage Ratio; provided that until the first Adjustment Date following the completion of at least one
full Fiscal Quarter after the Closing Date, “Commitment Fee Rate” shall be the applicable rate per annum set forth below in Category 1 and (b) with respect to Additional Revolving Credit Commitments of any Class, the rate or rates per
annum specified in the applicable Refinancing Amendment, Incremental Facility Amendment or Extension Amendment; provided that until the first Adjustment Date following the completion of at least one full Fiscal Quarter after the Closing Date,
“Commitment Fee Rate” shall be the applicable rate per annum set forth in Category 1: 
  

					
	 First Lien Leverage Ratio
	  	Commitment Fee Rate	 
	 Category 1
	  	 	0.50	% 
	 Greater than 4.00 to 1.00
	  			
	 Category 2
	  	 	0.375	% 
	 Equal to or less than 4.00 to 1.00 and greater than 3.50 to 1.00
	  			
	 Category 3
	  	 	0.25	% 
	 Equal to or less than 3.50 to 1.00
	  			


  
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 The Commitment Fee Rate with respect to the Initial Revolving Credit Commitment shall be adjusted quarterly
on a prospective basis on each Adjustment Date based upon the First Lien Leverage Ratio in accordance with the table set forth above; provided that if financial statements are not delivered when required pursuant to
Section 5.01(a) or (b), as applicable, the Commitment Fee Rate shall be the rate per annum set forth above in Category 1 until such financial statements are delivered in compliance with Section 5.01(a) or (b),
as applicable. 
 “Commitment Schedule” means the Schedule attached hereto as Schedule 1.01(a). 

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.). 

“Company Competitor” means any competitor of the Borrower and/or any of its subsidiaries and/or the Target and/or any of its
subsidiaries. 
 “Compliance Certificate” means a Compliance Certificate substantially in the form of Exhibit D.

 “Confidential Information” has the meaning assigned to such term in Section 9.13. 

“Consolidated Adjusted EBITDA” means, with respect to any Person on a consolidated basis for any period, the sum of: 

(a) Consolidated Net Income for such period; plus 

(b) to the extent not otherwise included in the determination of Consolidated Net Income for such period, the amount of any
proceeds of any business interruption insurance policy in an amount representing the earnings for the applicable period that such proceeds are intended to replace (whether or not then received so long as such Person in good faith expects to receive
such proceeds within the next four Fiscal Quarters (it being understood that to the extent such proceeds are not actually received within such Fiscal Quarters, such proceeds shall be deducted in calculating Consolidated Adjusted EBITDA for such
Fiscal Quarters)); plus  
 (c) without duplication, those amounts which, in the determination of Consolidated Net
Income for such period, have been deducted for: 
 (i) Consolidated Interest Expense; 

(ii) Charges related to any de novo facility, including any construction, pre-opening and start-up period prior to opening,
until such facility has been open and operating for a period of 6 consecutive months; 
 (iii) Taxes paid and any provision
for Taxes, including income, capital, state, franchise and similar Taxes, property Taxes, foreign withholding Taxes and foreign unreimbursed value added Taxes (including penalties and interest related to any such Tax or arising from any Tax
examination, and including pursuant to any Tax sharing arrangement or as a result of any intercompany distribution) of such Person paid or accrued during such period; 

(iv) (A) all depreciation, amortization (including, without limitation, amortization of goodwill, software and other
intangible assets), (B) all impairment Charges, including any bad debt expense, and (C) all asset write-offs and/or write-downs; 

(v) any earn-out and contingent consideration obligations (including to the extent accounted for as bonuses, compensation or
otherwise) incurred in connection with any acquisition and/or other Investment permitted under Section 6.06 which is paid or accrued during such period and in connection with any similar acquisition or other Investment completed prior to
the Closing Date and, in each case, adjustments thereof; 

  
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 (vi) any non-cash Charge, including the excess of GAAP rent expense over
actual cash rent paid during such period due to the use of straight line rent for GAAP purposes (provided that to the extent that any such non-cash Charge represents an accrual or reserve for any potential cash item in any future period,
(A) such Person may elect not to add back such non-cash Charge in the current period and (B) to the extent such Person elects to add back such non-cash Charge, the cash payment in respect thereof in such future period shall be subtracted
from Consolidated Adjusted EBITDA to such extent); 
 (vii) any non-cash compensation Charge and/or any other non-cash Charge
arising from the granting of any stock option or similar arrangement (including any profits interest), the granting of any stock appreciation right and/or similar arrangement (including any repricing, amendment, modification, substitution or change
of any such stock option, stock appreciation right, profits interest or similar arrangement); 
 (viii) (A) Transaction
Costs, (B) Charges incurred (1) in connection with any transaction (in each case, regardless of whether consummated), and whether or not permitted under this Agreement, including any incurrence, issuance and/or incurrence of Indebtedness
and/or any issuance and/or offering of Capital Stock (including, in each case, by any Parent Company), any Investment, any acquisition, any Disposition, any recapitalization, any merger, consolidation or amalgamation, any option buyout or any
repayment, redemption, refinancing, amendment or modification of Indebtedness (including any amortization or write-off of debt issuance or deferred financing costs, premiums and prepayment penalties) or any similar transaction, and/or (2) in
connection with any Qualifying IPO, (C) the amount of any Charge that is actually reimbursed or reimbursable by third parties pursuant to indemnification or reimbursement provisions or similar agreements or insurance; provided that in
respect of any Charge that is added back in reliance on clause (C) above, the relevant Person in good faith expects to receive reimbursement for such fee, cost, expense or reserve within the next four Fiscal Quarters (it being understood
that to the extent any reimbursement amount is not actually received within such Fiscal Quarters, such reimbursement amount shall be deducted in calculating Consolidated Adjusted EBITDA for such Fiscal Quarters) and/or (D) after a Qualifying
IPO or any issuance of debt securities, Public Company Costs; 
 (ix) any Charge or deduction that is associated with any
Restricted Subsidiary and attributable to any non-controlling interest and/or minority interest of any third party; 
 (x)
without duplication of any amount referred to in clause (b) above, the amount of (A) any Charge to the extent that a corresponding amount is received in cash by such Person from a Person other than such Person or any Restricted
Subsidiary or Consolidated APC of such Person under any agreement providing for reimbursement of such Charge or (B) any Charge with respect to any liability or casualty event, business interruption or any product recall, (i) so long as
such Person has submitted in good faith, and reasonably expects to receive payment in connection with, a claim for reimbursement of such amounts under its relevant insurance policy (with a deduction in the applicable future period for any amount so
added back to the extent not so reimbursed within the next four Fiscal Quarters) or (ii) without duplication of amounts included in a prior period under clause (B)(i) above, to the extent such Charge is covered by insurance proceeds
received in cash during such period (it being understood that if the amount received in cash under any such agreement in any period exceeds the amount of Charge paid during such period such excess amounts received may be carried forward and applied
against any Charge in any future period); 

  
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 (xi) the amount of management, monitoring, consulting, transaction and
advisory fees and related indemnities and expenses (including reimbursements) pursuant to any sponsor management agreement and payments made to any Investor (and/or its Affiliates or management companies) for any financial advisory, financing,
underwriting or placement services or in respect of other investment banking activities and payments to outside directors of the Borrower or a Parent Company actually paid by or on behalf of, or accrued by, such Person or any of its subsidiaries;
provided that such payment is permitted under this Agreement; 
 (xii) any Charge attributable to the undertaking
and/or implementation of new initiatives, business optimization activities, cost savings initiatives, cost rationalization programs, operating expense reductions and/or synergies and/or similar initiatives and/or programs (including in connection
with any integration, restructuring or transition, any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, any facility opening and/or pre-opening), including the following: any inventory
optimization program and/or any curtailment, any business optimization Charge, any restructuring Charge (including any Charge relating to any tax restructuring), any Charge relating to the closure or consolidation of any facility (including but not
limited to rent termination costs, moving costs and legal costs), any systems implementation Charge, any severance Charge, any Charge relating to entry into a new market, any Charge relating to any strategic initiative, any signing Charge, any
retention or completion bonus, any expansion and/or relocation Charge, any Charge associated with any modification to any pension and post-retirement employee benefit plan, any software development Charge, any Charge associated with new systems
design, any implementation Charge, any project startup Charge, any Charge in connection with new operations, any Charge in connection with unused warehouse space, any Charge relating to a new contract, any consulting Charge and/or any corporate
development Charge; plus  
 (xiii) any Charge incurred or accrued in connection with any single or one-time event;
plus  
 (xiv) any Charge incurred or accrued in connection with any Permitted Practice Subsidiary Restructuring;
provided that the amount added back in reliance on this clause (c)(xiv) in any Test Period shall not exceed $1,500,000; plus  

(d) to the extent not included in Consolidated Net Income for such period, cash actually received (or any netting arrangement
resulting in reduced cash expenditures) during such period so long as the non-cash income or gain was deducted in the calculation of Consolidated Adjusted EBITDA (including any component definition) pursuant to clause (h) below for such
period or any previous period and not added back; plus  
 (e) the full pro forma “run rate” cost savings,
operating expense reductions, operational improvements and synergies (net of actual amounts realized) that are reasonably identifiable and factually supportable (in the good faith determination of such Person, as certified by a Responsible Officer
of such Person in the Compliance Certificate required by Section 5.01(c) to be delivered in connection with the financial statements for such period) related to (A) the Transactions and (B) any Investment, Disposition,
operating improvement, restructuring, cost savings initiative, any similar initiative (including the renegotiation of contracts and other arrangements) and/or specified transaction, in each case, prior to, on or after the Closing Date; plus 


  
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 (f) if greater than zero, with respect to any de novo facility, the pro
forma “run rate” Consolidated Adjusted EBITDA attributable to such de novo facility, which will be assumed to be (i) the Consolidated Adjusted EBITDA attributable to comparable facilities that have been opened and operating for a
period of at least 12 consecutive months and determined in good faith by a Responsible Officer of the Borrower by annualizing the Consolidated Adjusted EBITDA attributable to the relevant comparable facilities in their respective fourth full fiscal
quarter of operation minus (ii) the actual Consolidated Adjusted EBITDA generated by the relevant de novo facility (this clause (f), the “De Novo Facility Adjustment”); plus  

(g) the amount of any revenue that is attributable to services performed during such period but is not included in Consolidated
Net Income for such period; it being understood that if such revenue is added back in calculating Consolidated Adjusted EBITDA for such period, such revenue shall not be included in Consolidated Net Income in the period in which it is actually
recognized; minus  
 (h) any amount which, in the determination of Consolidated Net Income for such period, has been
added for any non-cash income or non-cash gain, all as determined in accordance with GAAP (provided that if any non-cash income or non-cash gain represents an accrual or deferred income in respect of potential cash items in any future period,
such Person may determine not to deduct the relevant non-cash gain or income in the then-current period); minus  

(i) the amount of any cash payment made during such period in respect of any noncash accrual, reserve or other non-cash Charge
that is accounted for in a prior period which was added to Consolidated Net Income to determine Consolidated Adjusted EBITDA for such prior period and which does not otherwise reduce Consolidated Net Income for the current period. 

Notwithstanding anything to the contrary herein, it is agreed that for the purpose of calculating the Total Leverage Ratio, the First Lien
Leverage Ratio and the Secured Leverage Ratio for any period that includes the Fiscal Quarters ended December 31, 2015, September 30, 2015, June 30, 2015 or March 31, 2015, (i) Consolidated Adjusted EBITDA for the
Fiscal Quarter ended December 31, 2015 shall be deemed to be $36,704,000, (ii) Consolidated Adjusted EBITDA for the Fiscal Quarter ended September 30, 2015 shall be deemed to be $36,958,000, (iii) Consolidated Adjusted EBITDA for
the Fiscal Quarter ended June 30, 2015 shall be deemed to be $38,320,000 and (iv) Consolidated Adjusted EBITDA for the Fiscal Quarter ended March 31, 2015 shall be deemed to be $34,642,000 in each case, as adjusted on a Pro Forma
Basis, as applicable. 
 It is understood and agreed that, for purposes of calculating the Consolidated Adjusted EBITDA attributable to any
de novo facility, if the De Novo Facility Adjustment applies in any Fiscal Quarter (the “Subject Fiscal Quarter”) of a Test Period, the De Novo Facility Adjustment will continue to apply with respect to such Subject Fiscal Quarter
in any subsequent Test Period that includes such Subject Fiscal Quarter, even if the De Novo Facility Adjustment does not apply in respect of such de novo facility in any subsequent fiscal quarter included in any such subsequent Test Period. 

“Consolidated APC” means any Affiliated Practice that has entered into or is otherwise subject to Acceptable Practice
Management Arrangements, which, for accounting purposes is consolidated with the Borrower in accordance with GAAP. 
 “Consolidated
First Lien Debt” means, as to any Person at any date of determination, the aggregate principal amount of Consolidated Total Debt outstanding on such date that is secured by a first priority Lien on the Collateral. 

“Consolidated Interest Expense” means, with respect to any Person for any period, the sum of (a) consolidated total
interest expense of such Person and its Restricted Subsidiaries and/or Consolidated APCs for such period, whether paid or accrued and whether or not capitalized, (including, without limitation (and without duplication), amortization of any debt
issuance cost and/or original issue discount, any premium paid to obtain payment, financial assurance or similar bonds, any interest capitalized during construction, any non- 

  
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 cash interest payment, the interest component of any deferred payment obligation, the interest component of
any payment under any Capital Lease (regardless of whether accounted for as interest expense under GAAP), any commission, discount and/or other fee or charge owed with respect to any letter of credit and/or bankers’ acceptance, any fee and/or
expense paid to the Administrative Agent in connection with its services hereunder, any other bank, administrative agency (or trustee) and/or financing fee and any cost associated with any surety bond in connection with financing activities (whether
amortized or immediately expensed)) plus (b) any cash dividend paid or payable in respect of Disqualified Capital Stock during such period other than to such Person or any Loan Party and/or any Consolidated APC, plus (c) any
net losses or obligations arising from any Hedge Agreement and/or other derivative financial instrument issued by such Person for the benefit of such Person or its subsidiaries and/or Consolidated APCs, in each case determined on a consolidated
basis for such period. For purposes of this definition, interest in respect of any Capital Lease shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capital Lease in
accordance with GAAP. 
 “Consolidated Net Income” means, in respect of any period and as determined for any Person (the
“Subject Person”) on a consolidated basis, an amount equal to the sum of net income, determined in accordance with GAAP, but excluding: 

(a) (i) the income of any Person (other than a Restricted Subsidiary and/or a Consolidated APC of the Subject Person) in
which any other Person (other than the Subject Person or any of its Restricted Subsidiaries or Consolidated APCs) has a joint interest, except to the extent of the amount of dividends or distributions or other payments (including any ordinary course
dividend, distribution or other payment) paid in cash (or to the extent converted into cash) to the Subject Person or any of its Restricted Subsidiaries or Consolidated APCs by such Person during such period or (ii) the loss of any Person
(other than a Restricted Subsidiary or Consolidated APC of the Subject Person) in which any other Person (other than the Subject Person or any of its Restricted Subsidiaries or Consolidated APCs) has a joint interest, other than to the extent that
the Subject Person or any of its Restricted Subsidiaries or Consolidated APCs has contributed cash or Cash Equivalents to such Person in respect of such loss during such period, 

(b) any gain or Charge attributable to any asset Disposition (including asset retirement costs and including any abandonment of
assets) or of returned surplus assets outside the ordinary course of business, 
 (c) (i) any gain or Charge from
(A) any extraordinary item (as determined in good faith by such Person) and/or (B) any nonrecurring or unusual item (as determined in good faith by such Person) and/or (ii) any Charge associated with and/or payment of any actual or
prospective legal settlement, fine, judgment or order, 
 (d) any net gain or Charge with respect to (i) any disposed,
abandoned, divested and/or discontinued asset, property or operation (other than, at the option of the Borrower, any asset, property or operation pending the disposal, abandonment, divestiture and/or termination thereof), (ii) any disposal,
abandonment, divestiture and/or discontinuation of any asset, property or operation (other than, at the option of such Person, relating to assets or properties held for sale or pending the divestiture or termination thereof) and/or (iii) any
facility that has been closed during such period, 
 (e) any net income or write-off or amortization made of any deferred
financing cost and/or premium paid or other Charge, in each case attributable to the early extinguishment of Indebtedness (and the termination of any associated Hedge Agreement), 

  
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 (f) (i) any Charge incurred pursuant to any management equity plan,
profits interest or stock option plan or any other management or employee benefit plan or agreement, any pension plan (including any post-employment benefit scheme which has been agreed with the relevant pension trustee), any stock subscription or
shareholder agreement, any employee benefit trust, any employment benefit scheme or any similar equity plan or agreement (including any deferred compensation arrangement) and (ii) any Charge incurred in connection with the rollover,
acceleration or payout of Capital Stock held by management of Holdings (or any other Parent Company), the Borrower and/or any Restricted Subsidiary, in each case, to the extent that any cash Charge is funded with net cash proceeds contributed to
relevant Person as a capital contribution or as a result of the sale or issuance of Qualified Capital Stock, 
 (g) any
Charge that is established, adjusted and/or incurred, as applicable, (i) within 12 months after the Closing Date that is required to be established, adjusted or incurred, as applicable, as a result of the Transactions in accordance with GAAP,
(ii) within 12 months after the closing of any other acquisition that is required to be established, adjusted or incurred, as applicable, as a result of such acquisition in accordance with GAAP or (iii) as a result of any change in, or the
adoption or modification of, accounting principles and/or policies in accordance with GAAP, 
 (h) (i) the effects of
adjustments (including the effects of such adjustments pushed down to the relevant Person and its subsidiaries and/or Consolidated APCs) in component amounts required or permitted by GAAP (including in the inventory, property and equipment, lease,
rights fee arrangement, software, goodwill, intangible asset, in-process research and development, deferred revenue, advanced billing and debt line items thereof), resulting from the application of purchase accounting in relation to the Transactions
or any consummated acquisition or recapitalization accounting or the amortization or write-off of any amounts thereof, net of Taxes, and (ii) the cumulative effect of changes (effected through cumulative effect adjustment or retroactive
application) in, or the adoption or modification of, accounting principles or policies made in such period in accordance with GAAP which affect Consolidated Net Income (except that, if the Borrower determines in good faith that the cumulative
effects thereof are not material to the interests of the Lenders, the effects of any change, adoption or modification of any such principles or policies may be included in any subsequent period after the Fiscal Quarter in which such change, adoption
or modification was made), 
 (i) [Reserved], 

(j) solely for the purpose of calculating Excess Cash Flow, the income or loss of any Person accrued prior to the date on which
such Person becomes a Restricted Subsidiary or Consolidated APC of such Person or is merged into or consolidated with such Person or any Restricted Subsidiary or Consolidated APC of such Person or the date that such other Person’s assets are
acquired by such Person or any Restricted Subsidiary or Consolidated APC of such Person, 
 (k) (i) any realized or
unrealized gain or loss in respect of (A) any obligation under any Hedge Agreement as determined in accordance with GAAP and/or (B) any other derivative instrument pursuant to, in the case of this clause (B), Financial Accounting
Standards Board’s Accounting Standards Codification No. 815-Derivatives and Hedging, (ii) any realized or unrealized foreign currency exchange gain or loss (including any currency re-measurement of Indebtedness, any net gain or loss
resulting from Hedge Agreements for currency exchange risk resulting from any intercompany Indebtedness, any foreign currency translation or transaction or any other currency-related risk); provided, that notwithstanding anything to the
contrary herein, any realized gain or loss in respect of any Designated Operational FX Hedge shall be included in the calculation of Consolidated Net Income, and 

(l) any deferred Tax expense associated with any tax deduction or net operating loss arising as a result of the Transactions,
or the release of any valuation allowance related to any such item. 

  
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 “Consolidated Secured Debt” means, as to any Person at any date of
determination, the aggregate principal amount of Consolidated Total Debt outstanding on such date that is secured by a Lien on the Collateral. 

“Consolidated Total Assets” means, at any date, all amounts that would, in conformity with GAAP, be set forth opposite the
caption “total assets” (or any like caption) on a consolidated balance sheet of the applicable Person at such date. 

“Consolidated Total Debt” means, as to any Person at any date of determination, the aggregate principal amount of all third
party debt for borrowed money (including LC Disbursements that have not been reimbursed within three Business Days and the outstanding principal balance of all Indebtedness of such Person represented by notes, bonds and similar instruments and
excluding, for the avoidance of doubt, (a) undrawn letters of credit and (b) the amount of any loan made by the Borrower and/or any Restricted Subsidiary to any Consolidated APC) and Capital Leases and purchase money Indebtedness, as such
amount may be adjusted to reflect the effect (as determined by the Borrower in good faith) of any Hedge Agreement entered into in respect of the currency exchange risk relating to such third party debt for borrowed money, calculated on a
mark-to-market basis; provided that “Consolidated Total Debt” shall be calculated (i) net of the amount of Unrestricted Cash Amount, and (ii) excluding any obligation, liability or indebtedness of such Person if, upon or
prior to the maturity thereof, such Person has irrevocably deposited with the proper Person in trust or escrow the necessary funds (or evidences of indebtedness) for the payment, redemption or satisfaction of such obligation, liability or
indebtedness, and thereafter such funds and evidences of such obligation, liability or indebtedness or other security so deposited are not included in the calculation of the Unrestricted Cash Amount. 

“Consolidated Working Capital” means, as at any date of determination, the excess of Current Assets over Current Liabilities.

 “Contractual Obligation” means, as applied to any Person, any provision of any Security issued by that Person or of any
indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject. 

“Contribution Indebtedness Amount” has the meaning assigned to such term in Section 6.01(r). 

“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. 

“Copyright” means the following: (a) all copyrights, rights and interests in copyrights, works protectable by copyright
whether published or unpublished, copyright registrations and copyright applications; (b) all renewals of any of the foregoing; (c) all income, royalties, damages, and payments now or hereafter due and/or payable under any of the
foregoing, including, without limitation, damages or payments for past or future infringements for any of the foregoing; (d) the right to sue for past, present, and future infringements of any of the foregoing; and (e) all rights
corresponding to any of the foregoing. 
 “Credit Extension” means each of (i) the making of a Revolving Loan or
Swingline Loan (other than any Letter of Credit Reimbursement Loan or any Revolving Loan resulting from the application of Section 2.04(b)) or (ii) the issuance, amendment, modification, renewal or extension of any Letter of Credit
(other than any such amendment, modification, renewal or extension that does not increase the Stated Amount of the relevant Letter of Credit). 

“Credit Facilities” means the Revolving Facility and the Term Facility. 

  
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 “Cure Amount” has the meaning assigned to such term in
Section 6.15(b). 
 “Cure Right” has the meaning assigned to such term in Section 6.15(b). 

“Current Assets” means, at any date, all assets of the Borrower, its Restricted Subsidiaries and Consolidated APCs which under
GAAP would be classified as current assets (excluding any (i) cash or Cash Equivalents (including cash and Cash Equivalents held on deposit for third parties by the Borrower, any Restricted Subsidiary and/or any Consolidated APC),
(ii) permitted loans to third parties, (iii) deferred bank fees and derivative financial instruments related to Indebtedness, (iv) the current portion of current and deferred Taxes and (v) management fees receivables). 

“Current Liabilities” means, at any date, all liabilities of the Borrower, its Restricted Subsidiaries and/or Consolidated
APCs which under GAAP would be classified as current liabilities, other than (i) current maturities of long term debt, (ii) outstanding revolving loans and letter of credit exposure, (iii) accruals of Consolidated Interest Expense
(excluding Consolidated Interest Expense that is due and unpaid), (iv) obligations in respect of derivative financial instruments related to Indebtedness, (v) the current portion of current and deferred Taxes, (vi) liabilities in
respect of unpaid earnouts or unpaid acquisition, disposition or refinancing related expenses and deferred purchase price holdbacks, (vii) accruals relating to restructuring reserves, (viii) liabilities in respect of funds of third parties
on deposit with the Borrower, any Restricted Subsidiary and/or any Consolidated APC, (ix) management fees payables, (x) the current portion of any Capital Lease Obligation, (xi) the current portion of any other long term liability for
Indebtedness, (xii) accrued settlement costs, (xiii) non-cash compensation costs and expenses and (xiv) any other liabilities that are not Indebtedness and will not be settled in Cash or Cash Equivalents during the next succeeding
twelve month period after such date. 
 “Customary Bridge Loans” means customary bridge loans with a maturity date of not
longer than one year; provided that (a) the Weighted Average Life to Maturity of any loan, note, security or other Indebtedness which is exchanged for or otherwise replaces such bridge loans is not shorter than the Weighted Average Life
to Maturity of any Class of then-existing Term Loans and (b) the final maturity date of any loan, note, security or other Indebtedness which is exchanged for or otherwise replaces such bridge loans is not earlier than the Latest Term Loan
Maturity Date on the date of the issuance or incurrence thereof. 
 “De Novo Facility Adjustment” has the meaning assigned
to such term in the definition of “Consolidated Adjusted EBITDA”. 
 “Debt FX Hedge” means any Hedge Agreement
entered into for the purpose of hedging currency-related risks in respect of any Indebtedness of the type described in the definition of “Consolidated Total Debt”. 

“Debtor Relief Laws” means the Bankruptcy Code of the U.S., and all other liquidation, conservatorship, bankruptcy, general
assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws of the U.S. or other applicable jurisdictions from time to time in effect and affecting the rights of
creditors generally. 
 “Declined Proceeds” has the meaning assigned to such term in Section 2.11(b)(v). 

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

“Defaulting Lender” means any Person that has (a) defaulted in (or is otherwise unable to perform) its obligations under
this Agreement, including its obligations (x) to make a Loan within two Business Days of the date required to be made by it hereunder or (y) to fund its participation in a Letter of Credit or Swingline Loan required to be funded by it
hereunder within two Business Days of the date such obligation arose or such 

  
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 Loan, Letter of Credit or Swingline Loan was required to be made or funded, unless, in the case of
subclause (x) above, such Person notifies the Administrative Agent in writing that such failure is the result of such Person’s good faith determination that a condition precedent to funding (specifically identified and including the
particular default, if any) has not been satisfied, (b) notified the Administrative Agent, any Issuing Bank or the Swingline Lender or the Borrower in writing that it does not intend to satisfy or perform any such obligation or has made a
public statement to the effect that it does not intend to comply with its funding or other obligations under this Agreement or under agreements in which it commits to extend credit generally (unless such writing indicates that such position is based
on such Person’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a Loan cannot be satisfied), (c) failed, within two Business Days after the request of
the Administrative Agent or the Borrower, to confirm in writing that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit or Swingline Loans;
provided that such Person shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent, (d) become (or any parent company thereof has become)
insolvent or been determined by any Governmental Authority having regulatory authority over such Person or its assets, to be insolvent, or the assets or management of which has been taken over by any Governmental Authority or (e)(i) become (or any
parent company thereof has become) either the subject of (A) a bankruptcy or insolvency proceeding or (B) a Bail-In Action, (ii) has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar
Person charged with reorganization or liquidation of its business or custodian, appointed for it, or (iii) has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in, any such proceeding or appointment,
unless in the case of any Person subject to this clause (e), the Borrower and the Administrative Agent have each determined that such Person intends, and has all approvals required to enable it (in form and substance satisfactory to the
Borrower and the Administrative Agent), to continue to perform its obligations hereunder; provided that no Person shall be deemed to be a Defaulting Lender solely by virtue of the ownership or acquisition of any Capital Stock in such Lender
or its parent by any Governmental Authority; provided that such action does not result in or provide such Lender with immunity from the jurisdiction of courts within the U.S. or from the enforcement of judgments or writs of attachment on its
assets or permit such Person (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contract or agreement to which such Person is a party. 

“Deposit Account” means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit
union or like organization, other than an account evidenced by a negotiable certificate of deposit. 
 “Derivative
Transaction” means (a) any interest-rate transaction, including any interest-rate swap, basis swap, forward rate agreement, interest rate option (including a cap, collar or floor), and any other instrument linked to interest rates that
gives rise to similar credit risks (including when-issued securities and forward deposits accepted), (b) any exchange-rate transaction, including any cross-currency interest-rate swap, any forward foreign-exchange contract, any currency option,
and any other instrument linked to exchange rates that gives rise to similar credit risks, (c) any equity derivative transaction, including any equity-linked swap, any equity-linked option, any forward equity-linked contract, and any other
instrument linked to equities that gives rise to similar credit risk and (d) any commodity (including precious metal) derivative transaction, including any commodity-linked swap, any commodity-linked option, any forward commodity-linked
contract, and any other instrument linked to commodities that gives rise to similar credit risks; provided, that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors,
officers, employees, members of management, managers or consultants of the Borrower or its subsidiaries shall be a Derivative Transaction. 

“Designated Non-Cash Consideration” means the fair market value (as determined by the Borrower in good faith) of non-Cash
consideration received by the Borrower or any Restricted Subsidiary in connection with any Disposition pursuant to Section 6.07(h) and/or Section 6.08 that is designated as Designated Non-Cash Consideration pursuant to a
certificate of a Responsible Officer of the Borrower, setting forth the basis of such valuation (which amount will be reduced by the amount of Cash or Cash Equivalents received in connection with a subsequent sale or conversion of such Designated
Non-Cash Consideration to Cash or Cash Equivalents). 

  
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 “Designated Operational FX Hedge” means any Hedge Agreement entered into
for the purpose of hedging currency-related risks in respect of the revenues, cash flows or other balance sheet items of the Borrower, any of its subsidiaries and/or Consolidated APCs and designated at the time entered into (or on or prior to the
Closing Date, with respect to any Hedge Agreement entered into on or prior to the Closing Date) as a Designated Operational FX Hedge by the Borrower in a writing delivered to the Administrative Agent. 

“Disposition” or “Dispose” means the sale, lease, sublease, or other disposition of any property of any
Person. 
 “Disqualified Capital Stock” means any Capital Stock which, by its terms (or by the terms of any security into
which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable (other than for
Qualified Capital Stock), pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than for Qualified Capital Stock), in whole or in part, on or prior to 91 days following the Latest Maturity
Date at the time such Capital Stock is issued (it being understood that if any such redemption is in part, only such part coming into effect prior to 91 days following the Latest Maturity Date shall constitute Disqualified Capital Stock),
(b) is or becomes convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Capital Stock that would constitute Disqualified Capital Stock, in each case at any time on or
prior to 91 days following the Latest Maturity Date at the time such Capital Stock is issued, (c) contains any mandatory repurchase obligation or any other repurchase obligation at the option of the holder thereof (other than for Qualified
Capital Stock), in whole or in part, which may come into effect prior to 91 days following the Latest Maturity Date at the time such Capital Stock is issued (it being understood that if any such repurchase obligation is in part, only such part
coming into effect prior to 91 days following the Latest Maturity Date shall constitute Disqualified Capital Stock) or (d) provides for the scheduled payments of dividends in Cash on or prior to 91 days following the Latest Maturity Date at the
time such Capital Stock is issued; provided that any Capital Stock that would not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof (or the holders of any security into or for which such Capital Stock is
convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such Capital Stock upon the occurrence of any change of control, Qualifying IPO or any Disposition occurring prior to 91 days following the Latest Maturity
Date at the time such Capital Stock is issued shall not constitute Disqualified Capital Stock if such Capital Stock provides that the issuer thereof will not redeem any such Capital Stock pursuant to such provisions prior to the Termination Date.

 Notwithstanding the preceding sentence, (A) if such Capital Stock is issued pursuant to any plan for the benefit of directors,
officers, employees, members of management, managers or consultants or by any such plan to such directors, officers, employees, members of management, managers or consultants, in each case in the ordinary course of business of Holdings, the Borrower
or any Restricted Subsidiary, such Capital Stock shall not constitute Disqualified Capital Stock solely because it may be required to be repurchased by the issuer thereof in order to satisfy applicable statutory or regulatory obligations, and
(B) no Capital Stock held by any future, present or former employee, director, officer, manager, member of management or consultant (or their respective Affiliates or Immediate Family Members) of the Borrower (or any Parent Company or any
subsidiary) shall be considered Disqualified Capital Stock because such stock is redeemable or subject to repurchase pursuant to any management equity subscription agreement, stock option, stock appreciation right or other stock award agreement,
stock ownership plan, put agreement, stockholder agreement or similar agreement that may be in effect from time to time. 

  
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 “Disqualified Institution” means: 

(a) (i) any Person identified in writing to the Arrangers on or prior to March 25, 2016, (ii) any Person identified
in writing (and reasonably satisfactory) to Barclays after March 25, 2016 and prior to the Closing Date, (iii) any Affiliate of any Person described in clauses (i) or (ii) above that is reasonably identifiable as an
Affiliate of such Person on the basis of such Affiliate’s name and (iv) any other Affiliate of any Person described in clauses (i), (ii) or (iii) above that is identified in a written notice to the Arrangers
(if prior to the Closing Date) or the Administrative Agent (if after the Closing Date) (each such person described in clauses (i) through (iii) above, a “Disqualified Lending Institution”); 

(b) (i) any Person that is or becomes a Company Competitor and/or any Affiliate of any Company Competitor (other than any
Affiliate that is a Bona Fide Debt Fund) and is identified as such in writing to the Arrangers (if prior to the Closing Date) or the Administrative Agent (if after the Closing Date), (ii) any Affiliate of any Person described in clause
(i) above (other than any Affiliate that is a Bona Fide Debt Fund) that is reasonably identifiable as an Affiliate of such person on the basis of such Affiliate’s name and (iii) any other Affiliate of any Person described in
clauses (i) and/or (ii) above that is identified in a written notice to Barclays (if prior to the Closing Date) or to the Administrative Agent (if after the Closing Date) (it being understood and agreed that no Bona Fide Debt
Fund may be designated as a Disqualified Institution pursuant to this clause (iii)); and 
 (c) any Affiliate or
Representative of any Arranger and/or any Initial Lender that is engaged as a principal primarily in private equity, mezzanine financing or venture capital; 

it being understood and agreed that no written notice delivered pursuant to clauses (a)(ii), (a)(iv), (b)(i) and/or
(b)(iii) above shall apply retroactively to disqualify any Person that has previously acquired an assignment or participation interest in any Loans. 

“Disqualified Lending Institution” has the meaning assigned to such term in the definition of “Disqualified
Institution”. 
 “Disqualified Person” has the meaning assigned to such term in Section 9.05(f)(ii). 

“Dollars” or “$” refers to lawful money of the U.S. 

“Domestic Subsidiary” means any Restricted Subsidiary incorporated or organized under the laws of the U.S., any state thereof
or the District of Columbia. 
 “Dutch Auction” has the meaning assigned to such term on Schedule 1.01(b) hereto.

 “ECF Prepayment Amount” has the meaning assigned to such term in Section 2.11(b)(i). 

“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. 

  
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 “Effective Yield” means, as to any Indebtedness, the effective yield
applicable thereto calculated by the Administrative Agent in consultation with the Borrower in a manner consistent with generally accepted financial practices, taking into account (a) interest rate margins, (b) interest rate floors
(subject to the proviso set forth below), (c) any amendment to the relevant interest rate margins and interest rate floors prior to the applicable date of determination and (d) original issue discount and upfront or similar fees (based on
an assumed four-year average life to maturity or lesser remaining average life to maturity), but excluding (i) any arrangement, commitment, structuring, underwriting, ticking, unused line fees and/or amendment fees (regardless of whether any
such fees are paid to or shared in whole or in part with any lender) and (ii) any other fee that is not paid directly by the Borrower generally to all relevant lenders ratably; provided, however, that (A) to the extent that
the Published LIBO Rate (with an Interest Period of three months) or Alternate Base Rate (without giving effect to any floor specified in the definition thereof) is less than any floor applicable to the Term Loans in respect of which the Effective
Yield is being calculated on the date on which the Effective Yield is determined, the amount of the resulting difference will be deemed added to the interest rate margin applicable to the relevant Indebtedness for purposes of calculating the
Effective Yield and (B) to the extent that the Published LIBO Rate (for a period of three months) or Alternate Base Rate (without giving effect to any floor specified in the definition thereof) is greater than any applicable floor on the date
on which the Effective Yield is determined, the floor will be disregarded in calculating the Effective Yield. 
 “Eligible
Assignee” means (a) any Lender, (b) any commercial bank, insurance company, or finance company, financial institution, any fund that invests in loans or any other “accredited investor” (as defined in Regulation D of the
Securities Act), (c) any Affiliate of any Lender, (d) any Approved Fund of any Lender and (e) to the extent permitted under Section 9.05(g), any Affiliated Lender; provided that in any event, “Eligible
Assignee” shall not include (i) any natural person, (ii) any Disqualified Institution or (iii) except as permitted under Section 9.05(g), the Borrower or any of its Affiliates. 

“Environment” means ambient air, indoor air, surface water, groundwater, drinking water, land surface and subsurface
strata & natural resources such as wetlands, flora and fauna. 
 “Environmental Claim” means any investigation,
notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (a) pursuant to or in connection with any
actual or alleged violation of any Environmental Law; (b) in connection with any Hazardous Material or any actual or alleged Hazardous Materials Activity; or (c) in connection with any actual or alleged damage, injury, threat or harm to
the Environment. 
 “Environmental Laws” means any and all current or future applicable foreign or domestic, federal or
state (or any subdivision of either of them), statutes, ordinances, orders, rules, regulations, judgments, Governmental Authorizations, or any other applicable requirements of Governmental Authorities and the common law relating to
(a) environmental matters, including those relating to any Hazardous Materials Activity; or (b) the generation, use, storage, transportation or disposal of or exposure to Hazardous Materials, in any manner applicable to the Borrower or any
of its Restricted Subsidiaries or any Facility. 
 “Environmental Liability” means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), directly or indirectly resulting from or based upon (a) any actual or alleged violation of any Environmental Law, (b) the
generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the Environment or
(e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 

  
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 “Equity Contribution” means, collectively, the direct or indirect
contribution on the Closing Date by the Investors to Purchaser of an aggregate amount of cash and rollover equity in the form of Qualified Capital Stock that represents not less than 40% of the sum of (i) the aggregate gross proceeds of the
Credit Facilities funded on the Closing Date and loans under the Second Lien Facility funded on the Closing Date (excluding (x) the proceeds of any Revolving Loans borrowed on the Closing Date for working capital, general corporate purposes
unrelated to the Transactions and (y) all Letters of Credit), plus (ii) the amount of such cash and rollover equity; provided that the Equity Contribution shall be in an amount sufficient to ensure the Sponsor will directly
or indirectly own at least a majority of all of the issued and outstanding Capital Stock of the Target on the Closing Date, after giving effect to the Transactions. 

“ERISA” means the Employee Retirement Income Security Act of 1974. 

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is under common control with the Borrower or
any Restricted Subsidiary and is treated as a single employer within the meaning of Section 414 of the Code or Section 4001 of ERISA. 

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Borrower or any
Restricted Subsidiary or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations at any
facility of the Borrower or any Restricted Subsidiary or any ERISA Affiliate as described in Section 4062(e) of ERISA, in each case, resulting in liability pursuant to Section 4063 of ERISA; (c) a complete or partial withdrawal by the
Borrower or any Restricted Subsidiary or any ERISA Affiliate from a Multiemployer Plan resulting in the imposition of Withdrawal Liability on the Borrower or any Restricted Subsidiary or any ERISA Affiliate, notification of the Borrower or any
Restricted Subsidiary or any ERISA Affiliate concerning the imposition of Withdrawal Liability or notification that a Multiemployer Plan is “insolvent” within the meaning of Section 4245 of ERISA or is in “reorganization”
within the meaning of Section 4241 of ERISA; (d) the filing of a notice of intent to terminate a Pension Plan under Section 4041(c) of ERISA, the treatment of a Pension Plan amendment as a termination under Section 4041(c) of
ERISA, the commencement of proceedings by the PBGC to terminate a Pension Plan or the receipt by the Borrower or any Restricted Subsidiary or any ERISA Affiliate of notice of the treatment of a Multiemployer Plan amendment as a termination under
Section 4041A of ERISA or of notice of the commencement of proceedings by the PBGC to terminate a Multiemployer Plan; (e) the occurrence of an event or condition which constitutes grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of
ERISA, upon the Borrower or any Restricted Subsidiary or any ERISA Affiliate, with respect to the termination of any Pension Plan; or (g) the conditions for imposition of a Lien under Section 303(k) of ERISA have been met with respect to
any Pension 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. 
 “Event of Default” has the meaning assigned
to such term in Article 7. 
 “Excess Cash Flow” means, for any Excess Cash Flow Period, any amount (if positive)
equal to: 
 (a) Consolidated Adjusted EBITDA for such Excess Cash Flow Period (without giving effect to clauses (e),
(f) and (g) of the definition thereof, the amounts added back in reliance on which shall be deducted in determining Excess Cash Flow); plus  

(b) any extraordinary, unusual or non-recurring cash gain during such Excess Cash Flow Period (whether or not accrued in such
Excess Cash Flow Period) to the extent not otherwise included in Consolidated Adjusted EBITDA (including any component definition used therein); plus  

(c) any foreign currency exchange gain actually realized and received in cash in U.S. Dollars (including any currency
re-measurement of Indebtedness, any net gain or loss resulting from Hedge Agreements for currency exchange risk resulting from any intercompany Indebtedness, any foreign currency translation or transaction or any other currency-related risk), net of
any loss from foreign currency translation; plus  

  
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 (d) reserved; plus  

(e) an amount equal to all Cash received for such period on account of any net non-Cash gain or income from any Investment
deducted in a previous period pursuant to clause (s)(ii) of this definition; plus  
 (f) the decrease, if any,
in Consolidated Working Capital from the first day to the last day of such Excess Cash Flow Period (or, in the case of the Excess Cash Flow Period ending on December 31, 2016, from the first day to the last day of the Test Period ending on such
date), but excluding any such decrease in Consolidated Working Capital arising from (i) the acquisition or Disposition of any Person by the Borrower, any Restricted Subsidiary or any Consolidated APC, (ii) the reclassification during such
period of current assets to long term assets and current liabilities to long term liabilities, (iii) the application of purchase and/or recapitalization accounting and/or (iv) the effect of any fluctuation in the amount of accrued and
contingent obligations under any Hedge Agreement; minus  
 (g) the amount, if any, which, in the determination of
Consolidated Adjusted EBITDA (including any component definitions used therein) for such Excess Cash Flow Period, has been included in respect of income or gain from any Disposition outside of the ordinary course of business (including Dispositions
constituting covered losses or taking of assets referred to in the definition of “Net Insurance/Condemnation Proceeds”) of the Borrower, any Restricted Subsidiary and/or any Consolidated APC; minus  

(h) cash payments actually made in respect of the following (without duplication): 

(i) any Investment permitted by Section 6.06 (other than Investments (i) in Cash or Cash Equivalents,
(ii) in any Loan Party and/or any Consolidated APC or (iii) made pursuant to Section 6.06(r)(i)) and/or any Restricted Payment permitted by Section 6.04(a) (other than pursuant to
Section 6.04(a)(iii)(A)) and actually made in cash during such Excess Cash Flow Period or, at the option of the Borrower, made prior to the date the Borrower is required to make a payment of Excess Cash Flow in respect of such Excess
Cash Flow Period, (A) except to the extent the relevant Investment and/or Restricted Payment is financed with the proceeds of long term funded Indebtedness (other than revolving Indebtedness) and (B) without duplication of any amounts
deducted from Excess Cash Flow for a prior Excess Cash Flow Period; 
 (ii) any realized foreign currency exchange loss
actually paid or payable in cash (including any currency re-measurement of Indebtedness, any net gain or loss resulting from Hedge Agreements for currency exchange risk resulting from any intercompany Indebtedness, any foreign currency translation
or transaction or any other currency-related risk); 
 (iii) the aggregate amount of any extraordinary, unusual or
non-recurring cash Charge (whether or not incurred in such Excess Cash Flow Period) excluded in calculating Consolidated Adjusted EBITDA (including any component definition used therein); 

(iv) consolidated Capital Expenditures actually made in cash during such Excess Cash Flow Period or, at the option of the
Borrower, made prior to the date the Borrower is required to make a payment of Excess Cash Flow in respect of such Excess Cash Flow Period, (A) except to the extent financed with the proceeds of long term funded Indebtedness (other than
revolving Indebtedness) and (B) without duplication of any amount deducted from Excess Cash Flow for a prior Excess Cash Flow Period; 

  
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 (v) any long-term liability, excluding the current portion of any such
liability (other than Indebtedness) of the Borrower, any Restricted Subsidiary and/or any Consolidated APC; 
 (vi) any cash
Charge added back in calculating Consolidated Adjusted EBITDA pursuant to clause (c) of the definition thereof or excluded from the calculation of Consolidated Net Income in accordance with the definition thereof; 

(vii) the aggregate amount of expenditures actually made by the Borrower, any Restricted Subsidiary and/or, without
duplication, any Consolidated APC during such Fiscal Year (including any expenditure for the payment of financing fees) to the extent that such expenditures are not expensed; minus  

(i) the aggregate principal amount of (i) all optional prepayments of Indebtedness (other than any optional prepayment of
(A) Indebtedness under the Loan Documents, any loan under the Second Lien Facility (including any Additional Loan (as defined in the Second Lien Credit Agreement or any other document governing any Second Lien Facility)) prepaid pursuant to
Section 2.11(a) of the Second Lien Credit Agreement (or any equivalent provision under any other document governing any Second Lien Facility) prior to such date (to the extent the relevant voluntary prepayment is permitted by the terms
of this Agreement) and/or any Incremental Equivalent Debt and/or Replacement Debt that is prepaid, repurchased, redeemed or otherwise retired prior to such date, in each case, that is deducted in calculating the amount of any Excess Cash Flow
payment in accordance with Section 2.11(b)(i) or (B) revolving Indebtedness except to the extent any related commitment is permanently reduced in connection with such repayment), (ii) all mandatory prepayments and scheduled
repayments of Indebtedness during such Excess Cash Flow Period and (iii) the aggregate amount of any premium, make-whole or penalty payment actually paid in cash by the Borrower, any Restricted Subsidiary and/or any Consolidated APC during such
period that are required to be made in connection with any prepayment of Indebtedness, in each case, except to the extent financed with long term funded Indebtedness (other than revolving Indebtedness); minus  

(j) Consolidated Interest Expense actually paid or payable in cash by the Borrower, any Restricted Subsidiary and/or any
Consolidated APC during such Excess Cash Flow Period; minus  
 (k) Taxes (inclusive of Taxes paid or payable under
tax sharing agreements or arrangements and/or in connection with any intercompany distribution) paid or payable by Borrower, any Restricted Subsidiary and/or any Consolidated APC with respect to such Excess Cash Flow Period; minus  

(l) the increase, if any, in Consolidated Working Capital from the first day to the last day of such Excess Cash Flow Period
(or, in the case of the Excess Cash Flow Period ending on December 31, 2016, from the first day to the last day of the Test Period ending on such date), but excluding any such increase in Consolidated Working Capital arising from (i) the
acquisition or Disposition of any Person by the Borrower, any Restricted Subsidiary and/or any Consolidated APC, (ii) the reclassification during such period of current assets to long term assets and current liabilities to long term
liabilities, (iii) the application of purchase and/or recapitalization accounting and/or (iv) the effect of any fluctuation in the amount of accrued and contingent obligations under any Hedge Agreement; minus  

  
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 (m) the amount of any Tax obligation of the Borrower, any Restricted
Subsidiary and/or any Consolidated APC that is estimated in good faith by the Borrower as due and payable (but is not currently due and payable) by the Borrower, any Restricted Subsidiary and/or any Consolidated APC as a result of the repatriation
of any dividend or similar distribution of net income of any Foreign Subsidiary to the Borrower, any Restricted Subsidiary and/or any Consolidated APC; minus  

(n) without duplication of amounts deducted from Excess Cash Flow in respect of a prior period, at the option of the Borrower,
the aggregate consideration (i) required to be paid in Cash by the Borrower, any Restricted Subsidiary and/or any Consolidated APC pursuant to binding contracts entered into prior to or during such period relating to Capital Expenditures,
acquisitions or Investments and Restricted Payments described in clause (h)(i) above and/or (ii) otherwise committed or budgeted to be made in connection with Capital Expenditures, acquisitions or Investments and/or Restricted Payments
described in clause (h)(i) above (clauses (i) and (ii), the “Scheduled Consideration”) (other than Investments in (A) Cash and Cash Equivalents and (B) the Borrower, any Restricted Subsidiary
and/or any Consolidated APC) to be consummated or made during the period of four consecutive Fiscal Quarters of the Borrower following the end of such period (except, in each case, to the extent financed with long term funded Indebtedness (other
than revolving Indebtedness)); provided that to the extent the aggregate amount actually utilized to finance such Capital Expenditures, acquisitions or Investments or Restricted Payments during such subsequent period of four consecutive
Fiscal Quarters is less than the Scheduled Consideration, the amount of the resulting shortfall shall be added to the calculation of Excess Cash Flow at the end of such subsequent period of four consecutive Fiscal Quarters; minus  

(o) amounts added to Consolidated Net Income, in each case to the extent paid in cash, under clauses (b),
(c)(ii), (c)(v), (c)(viii), (c)(ix), (c)(x), (c)(xi), (c)(xii), (c)(xiii), (c)(xiv), (g), (h) and/or (i) of the definition of “Consolidated Adjusted
EBITDA”; minus  
 (p) cash payments (other than in respect of Taxes, which are governed by clause
(k) above) made during such Excess Cash Flow Period for any liability the accrual of which in a prior Excess Cash Flow Period resulted in an increase in Excess Cash Flow in such prior period (provided that there was no other
deduction to Consolidated Adjusted EBITDA or Excess Cash Flow related to such payment), except to the extent financed with long term funded Indebtedness (other than revolving Indebtedness); minus  

(q) cash expenditures made in respect of any Hedge Agreement during such period to the extent (i) not otherwise deducted
in the calculation of Consolidated Net Income or Consolidated Adjusted EBITDA and (ii) not financed with long term funded Indebtedness (other than revolving Indebtedness); minus  

(r) amounts paid in Cash (except to the extent financed with long term funded Indebtedness (other than revolving Indebtedness))
during such period on account of (i) items that were accounted for as non-Cash reductions of Consolidated Net Income or Consolidated Adjusted EBITDA in a prior period and (ii) reserves or amounts established in purchase accounting to the
extent such reserves or amounts are added back to, or not deducted from, Consolidated Net Income; minus  
 (s) an
amount equal to the sum of (i) the aggregate net non-cash loss on any non-ordinary course Disposition by the Borrower, any Restricted Subsidiary and/or any Consolidated APC during such period (other than any Disposition among the Borrower, any
Restricted Subsidiaries and/or any Consolidated APC during such period) to the extent included in arriving at Consolidated Net Income and (ii) the aggregate net non-Cash gain or income from any non-ordinary course Investment to the extent
included in arriving at Consolidated Adjusted EBITDA. 
 “Excess Cash Flow Period” means (a) the period commencing on
July 1, 2016 and ending on December 31, 2016 and (b) each full Fiscal Year of the Borrower ending thereafter (commencing, for the avoidance of doubt, with the Fiscal Year ending on December 31, 2017). 

  
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 “Exchange Act” means the Securities Exchange Act of 1934 and the rules and
regulations of the SEC promulgated thereunder. 
 “Excluded Assets” means each of the following: 

(a) any asset the grant or perfection of a security interest in which would (i) be prohibited by enforceable
anti-assignment provisions set forth in any contract that is permitted or otherwise not prohibited by the terms of this Agreement and is binding on such asset at the time of its acquisition and not incurred in contemplation thereof (other than
assets subject to Capital Leases and purchase money financings), (ii) violate (after giving effect to applicable anti-assignment provisions of the UCC or other applicable Requirements of Law) the terms of any contract relating to such asset
that is permitted or otherwise not prohibited by the terms of this Agreement and is binding on such asset at the time of its acquisition and not incurred in contemplation thereof (other than in the case of Capital Leases and purchase money
financings), or (iii) trigger termination of any contract relating to such asset that is permitted or otherwise not prohibited by the terms of this Agreement pursuant to any “change of control” or similar provision (to the extent such
contract is binding on such asset at the time of its acquisition and not incurred in contemplation thereof); it being understood that the term “Excluded Asset” shall not include proceeds or receivables arising out of any contract described
in this clause (a) to the extent that the assignment of such proceeds or receivables is expressly deemed to be effective under the UCC or other applicable Requirements of Law notwithstanding the relevant prohibition, violation or
termination right, 
 (b) the Capital Stock of any (i) Captive Insurance Subsidiary, (ii) Unrestricted Subsidiary,
(iii) not-for-profit subsidiary and/or (iv) special purpose entity used for any permitted securitization facility, 

(c) any intent-to-use (or similar) Trademark application prior to the filing and acceptance of a “Statement of Use”,
“Amendment to Allege Use” or similar filing with respect thereto, only to the extent, if any, that, and solely during the period if any, in which, the grant of a security interest therein may impair the validity or enforceability of such
intent-to-use Trademark application under applicable federal Law, 
 (d) any asset (including any Capital Stock), the grant
or perfection of a security interest in which would (i) be prohibited under applicable Requirements of Law (including, without limitation, rules and regulations of any Governmental Authority) or (ii) require any governmental or regulatory
consent, approval, license or authorization, except to the extent such requirement or prohibition would be rendered ineffective under the UCC or other applicable Requirements of Law notwithstanding such requirement or prohibition; it being
understood that the term “Excluded Asset” shall not include proceeds or receivables arising out of any asset described in clauses (d)(i) or (d)(ii) to the extent that the assignment of such proceeds or receivables is
expressly deemed to be effective under the UCC or other applicable Requirements of Law notwithstanding the relevant requirement or prohibition or (iii) result in material adverse tax consequences to any Loan Party as reasonably determined by
the Borrower and specified in a written notice to the Administrative Agent, 
 (e) (i) any leasehold Real Estate Asset,
(ii) except to the extent a security interest therein can be perfected by the filing of a UCC-1 financing statement, any other leasehold interest and (iii) any owned Real Estate Asset that is not a Material Real Estate Asset, 

(f) the Capital Stock of any Person that is not a Wholly-Owned Subsidiary, 

(g) any Margin Stock, 

  
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 (h) the Capital Stock of any Foreign Subsidiary and of any CFC Holdco, in
each case (x) in excess of 65% of the issued and outstanding Capital Stock of any such Person or (y) to the extent such Person is not a first-tier Subsidiary of any Loan Party, 

(i) Commercial Tort Claims with a value (as reasonably estimated by the Borrower) of less than $7,500,000, 

(j) escrow, fiduciary and trust accounts, 

(k) assets subject to any purchase money security interest, Capital Lease obligation or similar arrangement, in each case, that
is permitted or otherwise not prohibited by the terms of this Agreement and to the extent the grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money or similar arrangement or create a
right of termination in favor of any other party thereto (other than Holdings, the Borrower or any Subsidiary of the Borrower) after giving effect to the applicable anti-assignment provisions of the UCC or any other applicable Requirement of Law; it
being understood that the term “Excluded Asset” shall not include proceeds or receivables arising out of any asset described in this clause (k) to the extent that the assignment of such proceeds or receivables is expressly
deemed to be effective under the UCC or other applicable Requirements of Law notwithstanding the relevant violation or invalidation, 

(l) patient records and 

(m) any asset with respect to which the Administrative Agent and the Borrower have reasonably determined in writing that the
cost, burden, difficulty or consequence (including any effect on the ability of the Borrower and its subsidiaries to conduct their operations and business in the ordinary course of business and including the cost of title insurance, surveys or flood
insurance (if necessary)) of obtaining or perfecting a security interest therein outweighs, or is excessive in light of, the practical benefit of a security interest to the relevant Secured Parties afforded thereby. 

Notwithstanding anything to the contrary contained herein, no Management Services Agreement, no other agreement constituting an Acceptable Practice Management
Arrangement nor any other agreement among a Loan Party and an Affiliated Practice relating to the provision of management services, or any of the rights and interests of any Loan Party under any of the foregoing agreements or any proceeds thereof
shall constitute Excluded Assets. 
 “Excluded Subsidiary” means: 

(a) any Restricted Subsidiary that is not a Wholly-Owned Subsidiary, 

(b) any Immaterial Subsidiary, 

(c) any Restricted Subsidiary (i) that is prohibited or restricted from providing a Loan Guaranty by (A) any
Requirement of Law or (B) any Contractual Obligation that exists on the Closing Date or at the time such Restricted Subsidiary becomes a subsidiary (which Contractual Obligation was not entered into in contemplation of such Restricted
Subsidiary becoming a subsidiary (including pursuant to assumed Indebtedness)), (ii) that would require a governmental (including regulatory) or third party consent, approval, license or authorization (including any regulatory consent,
approval, license or authorization) to provide a Loan Guaranty (in each case, at the time such Restricted Subsidiary became a Subsidiary) or (iii) with respect to which the provision of a Loan Guaranty would result in material adverse tax
consequences as reasonably determined by the Borrower, where the Borrower notifies the Administrative Agent in writing of such determination, 

(d) any not-for-profit subsidiary, 

  
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 (e) any Captive Insurance Subsidiary, 

(f) any special purpose entity used for any permitted securitization or receivables facility or financing, 

(g) any Foreign Subsidiary, 

(h) (i) any CFC Holdco and/or (ii) any Domestic Subsidiary that is a direct or indirect subsidiary of any Foreign
Subsidiary that is a CFC, 
 (i) any Unrestricted Subsidiary, 

(j) any Restricted Subsidiary acquired by the Borrower that, at the time of the relevant acquisition, is an obligor in respect
of assumed Indebtedness permitted by Section 6.01 to the extent (and for so long as) the documentation governing the applicable assumed Indebtedness prohibits such subsidiary from providing a Loan Guaranty (which prohibition was not
implemented in contemplation of such Restricted Subsidiary becoming a subsidiary in order to avoid the requirement of providing a Loan Guaranty) and/or 

(k) any other Restricted Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent and the
Borrower, the burden or cost of providing a Loan Guaranty outweighs, or would be excessive in light of, the practical benefits afforded thereby. 

Notwithstanding anything to the contrary contained herein, no APC Manager shall constitute an Excluded Subsidiary. 

“Excluded Swap Obligation” means, with respect to any Loan Guarantor, any Swap Obligation if, and to the extent that, all or a
portion of the Loan Guaranty of such Loan Guarantor of, or the grant by such Loan Guarantor of a security interest to secure, such Swap Obligation (or any Loan Guaranty 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) (a) by virtue of such Loan Guarantor’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 Section 3.20 of the Loan Guaranty and any other “keepwell”, support or other agreement for the benefit
of such Loan Guarantor) at the time the Loan Guaranty of such Loan Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation or (b) in the case of any Swap Obligation that is subject to a clearing
requirement pursuant to section 2(h) of the Commodity Exchange Act, because such Loan Guarantor is a “financial entity,” as defined in section 2(h)(7)(C) of the Commodity Exchange Act, at the time the guarantee provided by (or grant of
such security interest by, as applicable) such Loan Guarantor becomes or would become effective with respect to such Swap Obligation. If any 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 Loan Guaranty or security interest is or becomes illegal. 

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender or Issuing Bank, or any other recipient of any
payment to be made by or on account of any obligation of any Loan Party under any Loan Document, (a) any Taxes imposed on (or measured by) such recipient’s net or overall gross income or franchise Taxes, (i) imposed as a result of
such recipient being organized or having its principal office located in or, in the case of any Lender, having its applicable lending office located in, the taxing jurisdiction or (ii) that are Other Connection Taxes, (b) any branch
profits Taxes imposed under Section 884(a) of the Code, or any similar Tax imposed by any jurisdiction described in clause (a), (c) any U.S. federal withholding Tax that is imposed on amounts payable to or for the account of such
Lender (other than a Lender that became a Lender pursuant to an assignment under Section 2.19) with respect to an applicable interest in a Loan or Commitment pursuant to a Requirement of Law in effect on the date on which such Lender
(i) acquires such interest in the 

  
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 applicable Commitment or, if such Lender did not fund the applicable Loan pursuant to a prior Commitment, on
the date such Lender acquires its interest in such Loan or (ii) designates a new lending office, except in each case to the extent that, pursuant to Section 2.17, amounts with respect to such Tax were payable either to such
Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan or Commitment or to such Lender immediately before it designated a new lending office, (d) any Tax imposed as a result of a failure by the
Administrative Agent, such Lender or any Issuing Bank or the Swingline Lender to comply with Sections 2.17(f) or (j) and (e) any U.S. federal withholding Tax under FATCA. 

“Existing Senior Credit Agreement” has the meaning assigned to such term in the recitals to this Agreement. 

“Extended Revolving Credit Commitment” has the meaning assigned to such term in Section 2.23(a). “Extended
Revolving Loans” has the meaning assigned to such term in Section 2.23(a). “Extended Term Loans” has the meaning assigned to such term in Section 2.23(a). 

“Extension” has the meaning assigned to such term in Section 2.23(a). 

“Extension Amendment” means an amendment to this Agreement that is reasonably satisfactory to the Administrative Agent (to the
extent required by Section 2.23) and the Borrower executed by each of (a) Holdings, the Borrower and the Subsidiary Guarantors, (b) the Administrative Agent and (c) each Lender that has accepted the applicable Extension
Offer pursuant hereto and in accordance with Section 2.23. 
 “Extension Offer” has the meaning assigned to such
term in Section 2.23(a). 
 “Facility” means any real property (including all buildings, fixtures or other
improvements located thereon) now, hereafter or, except with respect to Articles 5 and 6, hereof owned, leased, operated or used by the Borrower or any of its Restricted Subsidiaries or any of their respective predecessors or
Affiliates. 
 “FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or 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 current Section 1471(b)(1) of the
Code (or any amended or successor version described above) and any intergovernmental agreements implementing any of the foregoing and any treaty, law, regulation or other official guidance issued under or with respect to any of the foregoing. 

“FCPA” has the meaning assigned to such term in Section 3.17(c). 

“Federal Assignment of Claims Act” means the Federal Assignment of Claims Act (41 U.S.C. § 15). 

“Federal Funds Effective Rate” means, for any day, the rate calculated by the Federal Reserve Bank of New York based on such
day’s federal funds transactions by depositary institutions (as determined in such manner as the Federal Reserve Bank of New York sets forth on its public website from time to time) and published on the next succeeding Business Day by the
Federal Reserve Bank of New York as the federal funds effective rate. 
 “Fee Letter” means that certain Fee Letter, dated
as of March 25, 2016, by and among, inter alios, Purchaser, the Arrangers and the Administrative Agent. 
 “Financial
Covenant Standstill” has the meaning assigned to such term in Section 7.01(c). 

  
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 “First Lien Intercreditor Agreement” means an intercreditor agreement
substantially in the form of Exhibit E hereto, with (i) any immaterial changes (as determined in the Administrative Agent’s sole discretion) thereto as the Borrower and the Administrative Agent may agree in their respective
reasonable discretion and/or (ii) any material changes thereto as the Borrower and the Administrative Agent may agree in their respective reasonable discretion, which material changes are posted for review by the Lenders and deemed acceptable
if the Required Lenders have not objected thereto within five Business Days following the date on which such changes are posted for review. 

“First Lien Leverage Ratio” means the ratio, as of any date of determination, of (a) Consolidated First Lien Debt as of
the last day of the most recently ended Test Period to (b) Consolidated Adjusted EBITDA for the Test Period then most recently ended, in each case of the Borrower, its Restricted Subsidiaries and Consolidated APCs on a consolidated basis. 

“First Priority” means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral
Document, that, subject to any applicable Intercreditor Agreement, such Lien is senior in priority to any other Lien to which such Collateral is subject, other than any Permitted Lien. 

“Fiscal Quarter” means a fiscal quarter of any Fiscal Year. 

“Fiscal Year” means the fiscal year of the Borrower ending December 31 of each calendar year. 

“Fixed Amounts” has the meaning assigned to such term in Section 1.10(c). 

“Flood Hazard Property” means any parcel of any Material Real Estate Asset subject to a Mortgage located in the U.S. in an
area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards. 
 “Foreign Lender”
means any Lender or Issuing Bank that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code. 

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

“FRB” means the Board of Governors of the Federal Reserve System of the U.S. 

“GAAP” means generally accepted accounting principles in the U.S. in effect and applicable to the accounting period in respect
of which reference to GAAP is made. 
 “Governmental Authority” means any federal, state, municipal, national or other
government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or
pertaining to any government or any court, in each case whether associated with the U.S., a foreign government or any political subdivision thereof. 

“Governmental Authorization” means any permit, license, authorization, approval, plan, directive, consent order or consent
decree of or from any Governmental Authority. 
 “Granting Lender” has the meaning assigned to such term in
Section 9.05(e). 
 “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 monetary obligation of any other Person (the “Primary Obligor”) in any manner and including any
obligation of the Guarantor (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation or to purchase (or to advance or supply funds for the purchase of) 

  
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 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 monetary 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 monetary obligation, (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or monetary obligation, (e) entered into
for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part) or
(f) secured by any Lien on any assets of such Guarantor securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or monetary other obligation is assumed by such Guarantor (or any right,
contingent or otherwise, of any holder of such Indebtedness or other monetary obligation to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of
business, or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition, Disposition or other transaction permitted under this Agreement (other than such obligations with respect
to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. 

“Hazardous Materials” means any chemical, material, substance or waste, or any constituent thereof, which is prohibited,
limited or regulated under any Environmental Law or by any Governmental Authority or which poses a hazard to the Environment or to human health and safety, including without limitation, petroleum and petroleum by-products, asbestos and
asbestos-containing materials, polychlorinated biphenyls, medical waste and pharmaceutical waste. 
 “Hazardous Materials
Activity” means any past, current, proposed or threatened activity, event or occurrence involving any Hazardous Material, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened
Release, discharge, placement, generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Material, and any corrective action or response action with respect
to any of the foregoing. 
 “Hedge Agreement” means any agreement with respect to any Derivative Transaction between any
Loan Party or any Restricted Subsidiary and any other Person. 
 “Hedging Obligations” means, with respect to any Person,
the obligations of such Person under any Hedge Agreement. 
 “Holdings” has the meaning assigned to such term in the
preamble to this Agreement. 
 “HSBC” has the meaning assigned to such term in the preamble to this Agreement. 

“IFRS” means international accounting standards within the meaning of the IAS Regulation 1606/2002, as in effect from time to
time (subject to the provisions of Section 1.04), to the extent applicable to the relevant financial statements. 

“Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary of the Borrower (a) the assets of which do not
exceed 2.50% of Consolidated Total Assets of the Borrower and its Restricted Subsidiaries and (b) the contribution to Consolidated Adjusted EBITDA of which does not exceed 2.50% of the Consolidated Adjusted EBITDA of the Borrower and its
Restricted Subsidiaries, in each case, as of the last day of the most recently ended Test Period; provided that, the Consolidated Total Assets and Consolidated Adjusted EBITDA (as so determined) of all Immaterial Subsidiaries shall not exceed
5.00% of Consolidated Total Assets and 5.00% of Consolidated Adjusted EBITDA, in each case, of the Borrower and its Restricted Subsidiaries as of the last day of the most recently ended Test Period; provided further that, at all times prior
to the first delivery of financial statements pursuant to Section 5.01(a) or (b), this definition shall be applied based on the pro forma consolidated financial statements of the Purchaser delivered pursuant to
Section 4.01 hereof. 

  
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 “Immediate Family Member” means, with respect to any individual, such
individual’s child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, domestic partner, former domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law
(including adoptive relationships), any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals, such individual’s estate (or an executor or administrator acting on its
behalf), heirs or legatees or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund of which any such individual is the donor. 

“Incremental Cap” means: 

(a) the Shared Incremental Amount, plus  

(b) in the case of any Incremental Facility that effectively extends the Maturity Date with respect to any Class of Loans
and/or Commitments hereunder, an amount equal to the portion of the relevant Class of Loans or Commitments that will be replaced by such Incremental Facility; provided that no Incremental Facility that is senior in right of payment or with
respect to security as compared to the relevant extended Class of Loans and/or Commitments may be incurred in reliance on this clause (b), plus  

(c) in the case of any Incremental Facility that effectively replaces any Revolving Credit Commitment terminated in accordance
with Section 2.19 hereof, an amount equal to the relevant terminated Revolving Credit Commitment, provided that no Incremental Facility that is senior in right of payment or with respect to security as compared to the Class of
Revolving Credit Commitments being replaced may be incurred in reliance on this clause (c), plus  
 (d)
(i) the amount of any optional prepayment of any Loan in accordance with Section 2.11(a) and/or the amount of any permanent reduction of any Revolving Credit Commitment and/or the amount of any permanent prepayment of Incremental
Equivalent Debt, (ii) the amount of any optional prepayment, redemption or repurchase of any Replacement Term Loan or Loans under any Replacement Revolving Facility (to the extent accompanied by a permanent reduction in commitments) or any
borrowing or issuance of Replacement Debt previously applied to the permanent prepayment of any Loan hereunder, so long as no Incremental Facility was previously incurred in reliance on clause (d)(i) above as a result of such prepayment, and
(iii) the amount paid in Cash in respect of any reduction in the outstanding amount of any Term Loan resulting from any assignment of such Term Loan to (and/or assignment and/or purchase of such Term Loan by) Holdings, the Borrower and/or any
Restricted Subsidiary; provided that (A) for each of clauses (i), (ii) and (iii), the relevant prepayment, redemption, repurchase or assignment and/or purchase was not funded with the proceeds of any long-term
Indebtedness (other than revolving Indebtedness) and (B) no Incremental Facility that is senior in right of payment or with respect to security as compared to the relevant Class of prepaid or reduced loans or commitments may be incurred in
reliance on this clause (d), plus  
 (e) an unlimited amount so long as, in the case of this clause
(e), after giving effect to the relevant Incremental Facility, (i) if such Incremental Facility is secured by a lien on the Collateral that is pari passu with the Lien securing the Secured Obligations that are secured on a first lien
basis, the First Lien Leverage Ratio does not exceed 4.50:1.00, (ii) if such Incremental Facility is secured by a lien on the Collateral that is junior to the lien securing the Secured Obligations that are secured on a first lien basis, the
Secured Leverage Ratio does not exceed 6.00:1.00 or (iii) if such Incremental Facility is unsecured, the Total Leverage Ratio does not exceed 6.00:1.00, in each case described in this clause (e), calculated on a Pro Forma Basis,
including the application of the proceeds thereof (in 

  
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 the case of each of clause (i), (ii) and (iii) without
“netting” the cash proceeds of the applicable Incremental Facility or any other simultaneous incurrence of debt on the consolidated balance sheet of the Borrower), and in the case of any Incremental Revolving Facility then being incurred
or established, assuming a full drawing of such Incremental Revolving Facility; 
 provided that: 

(i) any Incremental Facility and/or Incremental Equivalent Debt may be incurred under one or more of clauses
(a) through (e) of this definition as selected by the Borrower in its sole discretion, 
 (ii) if any
Incremental Facility or Incremental Equivalent Debt is intended to be incurred under clause (e) of this definition and any other clause of this definition in a single transaction or series of related transaction, (A) the incurrence
of the portion of such Incremental Facility or Incremental Equivalent Debt to be incurred or implemented under clause (e) of this definition shall be calculated first without giving effect to any Incremental Facilities or Incremental
Equivalent Debt to be incurred under any other clause of this definition, but giving full pro forma effect to the use of proceeds of the entire amount of such Incremental Facility or Incremental Equivalent Debt and the related transactions,
and (B) the incurrence of the portion of such Incremental Facility or Incremental Equivalent Debt to be incurred or implemented under the other applicable clauses of this definition shall be calculated thereafter, and 

(iii) any portion of any Incremental Facility or Incremental Equivalent Debt that is incurred under clauses
(a) through (d) of this definition will be automatically reclassified as having been incurred under clause (e) of this definition if, at any time after the incurrence thereof, when financial statements required
pursuant to Section 5.01(a) or (b) are delivered or, if earlier, become internally available, such portion of such Incremental Facility or Incremental Equivalent Debt would, using the figures reflected in such financial
statements, be permitted under the First Lien Leverage Ratio, Secured Leverage Ratio or Total Leverage Ratio test, as applicable, set forth in clause (e) of this definition; it being understood and agreed that once such Incremental
Facility or Incremental Equivalent Debt is reclassified in accordance with the preceding sentence, it shall not further be reclassified as having been incurred under the provision of this definition in reliance on which such Incremental Facility or
Incremental Equivalent Debt was originally incurred. 
 “Incremental Commitment” means any commitment made by a lender to
provide all or any portion of any Incremental Facility or Incremental Loan. 
 “Incremental Equivalent Debt” means
Indebtedness in the form of pari passu senior secured or unsecured notes or loans or junior secured or unsecured notes or loans and/or commitments in respect of any of the foregoing issued, incurred or implemented in lieu of loans under an
Incremental Facility; provided, that: 
 (a) the aggregate outstanding principal amount thereof shall not exceed the
Incremental Cap (as in effect at the time of determination, including giving effect to any reclassification on or prior to such date of determination), 

(b) except as otherwise agreed by the lenders or holders providing such notes or loans, no Event of Default exists immediately
prior to or after giving effect to such notes or loans, 
 (c) the Weighted Average Life to Maturity applicable to such notes
or loans (other than Customary Bridge Loans) is no shorter than the Weighted Average Life to Maturity of the then-existing Term Loans (without giving effect to any prepayment thereof), 

  
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 (d) the final maturity date with respect to such notes or loans (other than
Customary Bridge Loans) is no earlier than the Latest Term Loan Maturity Date on the date of the issuance or incurrence, as applicable, thereof, 

(e) subject to clauses (c) and (d), such Indebtedness may otherwise have an amortization schedule as
determined by the Borrower and the lenders providing such Incremental Equivalent Debt, 
 (f) in the case of any such
Indebtedness which is pari passu with the Initial Term Loans in right of payment and with respect to security, the Effective Yield applicable thereto will not be more than 0.50% per annum higher than the Effective Yield in respect of the
Initial Term Loans unless the Applicable Rate (and/or, as provided in the proviso below, the Alternate Base Rate floor or LIBO Rate floor) with respect to the Initial Term Loans is adjusted such that the Effective Yield applicable to any Initial
Term Loans is not more than 0.50% per annum less than the Effective Yield with respect to such Indebtedness; provided, that any increase in Effective Yield applicable to any Initial Term Loan due to the application or imposition of an
Alternate Base Rate floor or LIBO Rate floor on any such Indebtedness may, at the election of the Borrower, be effected solely through an increase in any Alternate Base Rate floor or LIBO Rate floor applicable to such Initial Term Loan, 

(g) [Reserved], 

(h) if such Indebtedness is (i) secured on a pari passu basis with the Secured Obligations that are secured on a
first lien basis, (ii) secured on a junior basis as compared to the Secured Obligations that are secured on a first lien basis or (iii) unsecured and subordinated to the Obligations, then the holders of such Indebtedness shall be party to
an Acceptable Intercreditor Agreement, 
 (i) no such Indebtedness may be (i) guaranteed by any Person which is not a
Loan Party or (ii) secured by any assets other than the Collateral, and 
 (j) except as otherwise permitted herein
(including with respect to margin, pricing, maturity and fees), the terms of such Indebtedness, if not substantially consistent with those applicable to any then-existing Term Loans, must be reasonably acceptable to the Administrative Agent (it
being agreed that any terms contained in such Indebtedness (i) which are applicable only after the then-existing Latest Term Loan Maturity Date and/or (ii) that are more favorable to the lenders or the agent of such Indebtedness than those
contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders or the Administrative Agent, as applicable, pursuant to an amendment to this Agreement effectuated in reliance on
Section 9.02(d)(ii) shall be deemed satisfactory to the Administrative Agent). 
 “Incremental Facilities” has
the meaning assigned to such term in Section 2.22(a). 
 “Incremental Facility Amendment” means an amendment to
this Agreement that is reasonably satisfactory to the Administrative Agent (solely for purposes of giving effect to Section 2.22) and the Borrower executed by each of (a) Holdings and the Borrower, (b) the Administrative Agent
and (c) each Lender that agrees to provide all or any portion of the Incremental Facility being incurred pursuant thereto and in accordance with Section 2.22. 

“Incremental Lender” has the meaning assigned to such term in Section 2.22(b). 

“Incremental Loans” has the meaning assigned to such term in Section 2.22(a). 

“Incremental Revolving Commitment” means any commitment made by a lender to provide all or any portion of any Incremental
Revolving Facility. 

  
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 “Incremental Revolving Facility” has the meaning assigned to such term in
Section 2.22(a). 
 “Incremental Revolving Facility Lender” means, with respect to any Incremental Revolving
Facility, each Revolving Lender providing any portion of such Incremental Revolving Facility. 
 “Incremental Revolving
Loans” has the meaning assigned to such term in Section 2.22(a). 
 “Incremental Term Facility” has the
meaning assigned to such term in Section 2.22(a). 
 “Incremental Term Loans” has the meaning assigned to such
term in Section 2.22(a). 
 “Incurrence-Based Amounts” has the meaning assigned to such term in
Section 1.10(c). 
 “Indebtedness” as applied to any Person means, without duplication: 

(a) all indebtedness for borrowed money; 

(b) that portion of obligations with respect to Capital Leases to the extent recorded as a liability on a balance sheet
(excluding the footnotes thereto) of such Person prepared in accordance with GAAP; 
 (c) all obligations of such Person
evidenced by bonds, debentures, notes or similar instruments to the extent the same would appear as a liability on a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; 

(d) any obligation owed for all or any part of the deferred purchase price of property or services (excluding (i) any earn
out obligation or purchase price adjustment until such obligation (A) becomes a liability on the statement of financial position or balance sheet (excluding the footnotes thereto) in accordance with GAAP and (B) has not been paid within 30
days after becoming due and payable, (ii) any such obligations incurred under ERISA, (iii) accrued expenses and trade accounts payable in the ordinary course of business (including on an inter-company basis) and (iv) liabilities
associated with customer prepayments and deposits), which purchase price is (A) due more than six months from the date of incurrence of the obligation in respect thereof or (B) evidenced by a note or similar written instrument); 

(e) all Indebtedness of others secured by any Lien on any asset owned or held by such Person regardless of whether the
Indebtedness secured thereby have been assumed by such Person or is non-recourse to the credit of such Person; 
 (f) the
face amount of any letter of credit issued for the account of such Person or as to which such Person is otherwise liable for reimbursement of drawings; 

(g) the Guarantee by such Person of the Indebtedness of another; 

(h) all obligations of such Person in respect of any Disqualified Capital Stock; and 

(i) all net obligations of such Person in respect of any Derivative Transaction, including any Hedge Agreement, whether or not
entered into for hedging or speculative purposes; 
 provided that (i) in no event shall obligations under any Derivative Transaction be deemed
“Indebtedness” for any calculation of the Total Leverage Ratio, the First Lien Leverage Ratio, the Secured Leverage Ratio or any other financial ratio under this Agreement, (ii) the amount of Indebtedness of any Person for purposes of
clause (e) shall be deemed to be equal to the lesser of (A) the aggregate unpaid amount of such Indebtedness 

  
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 and (B) the fair market value of the property encumbered thereby as determined by such Person in good
faith and (iii) the term “Indebtedness”, as it applies to the Borrower and its Restricted Subsidiaries, shall exclude intercompany Indebtedness so long as (A) such intercompany Indebtedness has a term not exceeding 364 days
(inclusive of any roll-over or extension of terms) and (B) in the case of any Indebtedness owed by any Loan Party to any Restricted Subsidiary that is not a Loan Party, such Indebtedness is unsecured and subordinated to the Obligations and
evidenced by the Intercompany Note. 
 For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any third
person (including any partnership in which such Person is a general partner and any unincorporated joint venture in which such Person is a joint venture) to the extent such Person would be liable therefor under applicable Requirements of Law or any
agreement or instrument by virtue of such Person’s ownership interest in such Person, (A) except to the extent the terms of such Indebtedness; provided that such Person is not liable therefor and (B) only to the extent the
relevant Indebtedness is of the type that would be included in the calculation of Consolidated Total Debt; provided that notwithstanding anything herein to the contrary, the term “Indebtedness” shall not include, and shall be
calculated without giving effect to, (x) the effects of Accounting Standards Codification Topic 815 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose hereunder
as a result of accounting for any embedded derivatives created by the terms of such Indebtedness (it being understood that any such amounts that would have constituted Indebtedness hereunder but for the application of this proviso shall not be
deemed an incurrence of Indebtedness hereunder) and (y) the effects of Statement of Financial Accounting Standards No. 133 and related interpretations to the extent such effects would otherwise increase or decrease an amount of
Indebtedness for any purpose under this Agreement as a result of accounting for any embedded derivative created by the terms of such Indebtedness (it being understood that any such amounts that would have constituted Indebtedness under this
Agreement but for the application of this sentence shall not be deemed to be an incurrence of Indebtedness under this Agreement). 

“Indemnified Taxes” means all Taxes, other than Excluded Taxes or Other 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. 
 “Indemnitee” has the meaning assigned to
such term in Section 9.03(b). 
 “Information Memorandum” means the Confidential Information Memorandum dated
April 2016, relating to the Borrower and its subsidiaries and the Transactions. 
 “Initial Intercreditor Agreement” means
the Intercreditor Agreement substantially in the form of Exhibit G hereto, dated as of the Closing Date, among, inter alios, the Second Lien Collateral Agent, as agent for the Second Lien Claimholders referred to therein, the
Administrative Agent, as agent for the First Lien Claimholders referred to therein, and the Loan Parties from time to time party thereto. 

“Initial Lenders” means the Arrangers and the affiliates of the Arrangers who are party to this Agreement as Lenders on the
Closing Date. 
 “Initial Revolving Credit Commitment” means, with respect to each Lender, the commitment of such Lender to
make Initial Revolving Loans (and acquire participations in Letters of Credit and Swingline Loans) hereunder as set forth on the Commitment Schedule, or in the Assignment Agreement pursuant to which such Lender assumed its Initial Revolving Credit
Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.09 or 2.19, (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to
Section 9.05 or (c) increased pursuant to Section 2.22. The aggregate amount of the Initial Revolving Credit Commitments as of the Closing Date is $70,000,000. 

“Initial Revolving Credit Exposure” means, with respect to any Lender at any time, the aggregate Outstanding Amount at such
time of all Initial Revolving Loans of such Lender, plus the aggregate amount at such time of such Lender’s LC Exposure and Swingline Exposure, in each case, attributable to its Initial Revolving Credit Commitment. 

  
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 “Initial Revolving Credit Maturity Date” means the date that is five years
after the Closing Date. 
 “Initial Revolving Facility” means the Initial Revolving Credit Commitments and the Initial
Revolving Loans and other extensions of credit thereunder. 
 “Initial Revolving Lender” means any Lender with an Initial
Revolving Credit Commitment or any Initial Revolving Credit Exposure. 
 “Initial Revolving Loan” means any revolving loan
made by the Initial Revolving Lenders to the Borrower pursuant to Section 2.01(a)(ii). 
 “Initial Term Lender”
means any Lender with an Initial Term Loan Commitment or an outstanding Initial Term Loan. 
 “Initial Term Loan Commitment”
means, with respect to each Term Lender, the commitment of such Term Lender to make Initial Term Loans hereunder in an aggregate amount not to exceed the amount set forth opposite such Term Lender’s name on the Commitment Schedule, as the same
may be (a) reduced from time to time pursuant to Section 2.09 and (b) reduced or increased from time to time pursuant to (i) assignments by or to such Term Lender pursuant to Section 9.05 or (ii) increased
from time to time pursuant to Section 2.22. The aggregate amount of the Term Lenders’ Initial Term Loan Commitments on the Closing Date is $660,000,000. 

“Initial Term Loan Maturity Date” means the date that is seven years after the Closing Date. 

“Initial Term Loans” means the term loans made by the Initial Term Lenders to the Borrower pursuant to
Section 2.01(a)(i). 
 “Intellectual Property Security Agreement” means any agreement, or a supplement thereto,
executed on or after the Closing Date confirming or effecting the grant of any Lien on IP Rights owned by any Loan Party to the Administrative Agent, for the benefit of the Secured Parties, in accordance with this Agreement and the Security
Agreement, including an Intellectual Property Security Agreement substantially in the form of Exhibit C hereto. 

“Intercompany Note” means a promissory note substantially in the form of Exhibit F. 

“Intercreditor Agreement” means the Initial Intercreditor Agreement and any Acceptable Intercreditor Agreement. 

“Interest Election Request” means a request by the Borrower in the form of Exhibit H hereto or another form reasonably
acceptable to the Administrative Agent to convert or continue a Borrowing in accordance with Section 2.08. 
 “Interest
Payment Date” means (a) with respect to any ABR Loan, the last Business Day of each March, June, September and December (commencing September 30, 2016) and the maturity date applicable to such ABR Loan and (b) with respect to
any LIBO Rate 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 LIBO Rate Loan with an Interest Period of more than three months’ duration, each day that would have been an
Interest Payment Date had successive Interest Periods of three months’ duration been applicable to such Borrowing. 

  
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 “Interest Period” means with respect to any LIBO Rate 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 (or, to the extent available to all relevant affected Lenders, twelve months or a shorter period)
thereafter, as the Borrower may elect; provided that (i) 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 (ii) 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” shall mean, in relation to any LIBO Rate Loan, the rate per annum 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 applicable Published LIBO Rate for the longest period (for which the
applicable Published LIBO Rate is available) that is shorter than the Interest Period of that Published LIBO Rate Loan and (b) the applicable Published LIBO Rate for the shortest period (for which such Published LIBO Rate is available) that
exceeds the Interest Period of that LIBO Rate Loan, in each case, as of 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period. 

“Investment” means (a) any purchase or other acquisition by the Borrower or any of its Restricted Subsidiaries of any of
the Securities of any other Person (other than any Loan Party), (b) the acquisition by purchase or otherwise (other than any purchase or other acquisition of inventory, materials, supplies and/or equipment in the ordinary course of business) of
all or a substantial portion of the business, property or fixed assets of any other Person or any division or line of business or other business unit of any other Person and (c) any loan, advance (other than any advance to any current or former
employee, officer, director, member of management, manager, consultant or independent contractor of the Borrower, any Restricted Subsidiary, or any Parent Company for moving, entertainment and travel expenses, drawing accounts and similar
expenditures in the ordinary course of business) or capital contribution by the Borrower or any of its Restricted Subsidiaries to any other Person (in each case, excluding any intercompany loan, advance or Indebtedness among the Borrower and its
Restricted Subsidiaries so long as (A) such loan, advance or Indebtedness has a term not exceeding 364 days (inclusive of any roll-over or extension of terms) and (B) in the case of any such loan, advance or Indebtedness owed by any Loan
Party to any Restricted Subsidiary that is not a Loan Party, such loan, advance or Indebtedness is unsecured and subordinated to the Obligations and evidenced by the Intercompany Note). Subject to Section 5.10, the amount of any
Investment shall be the original cost of such Investment, plus the cost of any addition thereto that otherwise constitutes an Investment, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with
respect thereto, but giving effect to any repayments of principal in the case of any Investment in the form of a loan and any return of capital or return on Investment in the case of any equity Investment (whether as a distribution, dividend,
redemption or sale but not in excess of the amount of the relevant initial Investment). 
 “Investors” means (a) the
Sponsor, (b) the Management Investors and (c) other investors that, directly or indirectly, beneficially own Capital Stock in Holdings on the Closing Date. 

“Information” has the meaning assigned to such term in Section 3.11(a). 

“IP Rights” has the meaning assigned to such term in Section 3.05(c). 

“IRS” means the U.S. Internal Revenue Service. 

“Issuing Bank” means, as the context may require, (a) Barclays (it being understood that Barclays can only issue Standby
Letters of Credit), (b) HSBC (it being understood that HSBC can only issue Standby Letters of Credit) and (c) any other Revolving Lender that is appointed as an Issuing Bank in accordance with 

  
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 Section 2.05(i) hereof. Each Issuing Bank may, in its discretion, arrange for one or more
Letters of Credit to be issued by any branch or Affiliate of such Issuing Bank, in which case the term “Issuing Bank” shall include any such branch or Affiliate with respect to Letters of Credit issued by such branch or Affiliate. 

“Joinder Agreement” means a Joinder Agreement substantially in the form of Exhibit K or such other form that is
reasonably satisfactory to the Administrative Agent and the Borrower. 
 “Junior Indebtedness” means any Indebtedness of the
types described in clauses (a) and (c) of the definition of “Indebtedness” (other than Indebtedness among Holdings, Borrower and/or its subsidiaries) of the Borrower or any of its Restricted Subsidiaries that is
expressly subordinated in right of payment to the Obligations with an individual outstanding principal amount in excess of the Threshold Amount. 

“Junior Lien Indebtedness” means any Indebtedness of the types described in clauses (a) and (c) of the
definition of “Indebtedness” that is secured by a security interest on the Collateral (other than Indebtedness among Holdings, the Borrower and/or its subsidiaries) that is expressly junior or subordinated to the Lien securing the Credit
Facilities on the Closing Date with an individual outstanding principal amount in excess of the Threshold Amount. 
 “Latest Maturity
Date” means, as of any date of determination, the latest maturity or expiration date applicable to any Loan or commitment hereunder at such time, including the latest maturity or expiration date of any Term Loan, Term Commitment, Revolving
Loan or Revolving Credit Commitment. 
 “Latest Revolving Credit Maturity Date” means, as of any date of determination, the
latest maturity or expiration date applicable to any Revolving Loan or Revolving Credit Commitment hereunder at such time. 
 “Latest
Term Loan Maturity Date” means, as of any date of determination, the latest maturity or expiration date applicable to any Term Loan hereunder at such time. 

“LC Collateral Account” has the meaning assigned to such term in Section 2.05(j). 

“LC Disbursement” means a payment or disbursement made by an 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 and (b) the aggregate principal amount of all LC Disbursements that have not yet been reimbursed at such time. The LC Exposure of any Revolving Lender at any time shall equal its Applicable Percentage of the aggregate LC Exposure at
such time. 
 “Legal Reservations” means the application of relevant Debtor Relief Laws, general principles of equity and/or
principles of good faith and fair dealing. 
 “Lenders” means the Term Lenders, the Revolving Lenders and any other Person
that becomes a party hereto pursuant to an Assignment Agreement, other than any such Person that ceases to be a party hereto pursuant to an Assignment Agreement. 

“Letter of Credit” means any Standby Letter of Credit or Commercial Letter of Credit issued pursuant to this Agreement. 

“Letter of Credit Reimbursement Loan” has the meaning assigned to such term in Section 2.05(e). 

“Letter-of-Credit Right” has the meaning set forth in Article 9 of the UCC. 

  
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 “Letter of Credit Request” means a request by the Borrower for a new Letter
of Credit or an amendment to any existing Letter of Credit in accordance with Section 2.05 and substantially in the form of Exhibit N hereto or such other form that is reasonably satisfactory to the relevant Issuing Bank and the
Borrower. 
 “Letter of Credit Sublimit” means $15,000,000, subject to increase in accordance with Section 2.22
hereof. 
 “LIBO Rate” means, the Published LIBO Rate, as adjusted to reflect applicable reserves prescribed by governmental
authorities; provided that, (a) solely with respect to the Initial Term Loans, in no event shall the LIBO Rate be less than 1.00% per annum and (b) solely with respect to the Initial Revolving Loans, in no event shall the LIBO
Rate be less than 0.00% per annum. 
 “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right
of way or other encumbrance on title to real property, and any Capital Lease having substantially the same economic effect as any of the foregoing), in each case, in the nature of security; provided that in no event shall an operating lease
in and of itself be deemed to constitute a Lien. 
 “Loan Documents” means this Agreement, any Promissory Note, each Loan
Guaranty, the Collateral Documents, the Initial Intercreditor Agreement, any First Lien Intercreditor Agreement (and any other Acceptable Intercreditor Agreement to which the Borrower is a party), each Refinancing Amendment, each Incremental
Facility Amendment, each Extension Amendment and any other document or instrument designated by the Borrower and the Administrative Agent as a “Loan Document”. Any reference in this Agreement or any other Loan Document to a Loan Document
shall include all appendices, exhibits or schedules thereto. 
 “Loan Guaranty” means the Guaranty Agreement, substantially
in the form of Exhibit I hereto, executed by each Loan Guarantor and the Administrative Agent for the benefit of the Secured Parties, as supplemented in accordance with the terms of Section 5.12 hereof. 

“Loan Installment Date” has the meaning assigned to such term in Section 2.10(a). “Loan Parties”
means Holdings, the Borrower and each Subsidiary Guarantor. “Loan Guarantor” means Holdings and any Subsidiary Guarantor. 

“Loans” means any Initial Term Loan, any Additional Term Loan, any Revolving Loan, any Swingline Loan or any Additional
Revolving Loan. 
 “Management Investors” means the officers, directors, managers, employees and members of management of
the Borrower, any Parent Company and/or any subsidiary of the Borrower (including, on the Closing Date, those of the Target and its subsidiaries). 

“Management Services Agreement” means, with respect to any Physical Therapy Entity, a management or administrative services
agreement (or similar agreement) between any Loan Party, as manager (in such capacity, the “APC Manager”), and such Physical Therapy Entity on terms (other than with respect to management or similar fees, which shall be determined
in the reasonable business judgment of the applicable APC Manager and such Physical Therapy Entity), taken as a whole, in the good faith judgment of the Borrower, that are not materially less favorable to the Lenders than those set forth in the form
attached hereto as Exhibit Q or such other terms as are (i) reasonably acceptable to the Administrative Agent and/or (ii) in the good faith judgment of the Borrower, required pursuant to or reasonably advisable to facilitate
compliance with applicable Requirements of Law. 

  
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 “Margin Stock” has the meaning assigned to such term in Regulation U. 

“Material Adverse Effect” means (a) on the Closing Date (including, for the avoidance of doubt, for purposes of any
representation and warranty made as of the Closing Date), a Closing Date Material Adverse Effect and (b) after the Closing Date, a material adverse effect on (i) the business, assets, financial condition or results of operations, in each
case, of the Borrower and its Restricted Subsidiaries, taken as a whole, (ii) the rights and remedies (taken as a whole) of the Administrative Agent under the applicable Loan Documents or (iii) the ability of the Loan Parties (taken as a
whole) to perform their payment obligations under the applicable Loan Documents. 
 “Material Debt Instrument” means any
physical instrument evidencing any Indebtedness for borrowed money which is required to be pledged and delivered to the Administrative Agent (or its bailee) pursuant to the Security Agreement. 

“Material Real Estate Asset” means (a) on the Closing Date, each Real Estate Asset listed on Schedule 1.01(c) and
(b) any “fee-owned” Real Estate Asset acquired by any Loan Party after the Closing Date having a fair market value (as reasonably determined by the Borrower after taking into account any liabilities with respect thereto that impact
such fair market value) in excess of $6,000,000 as of the date of acquisition thereof. 
 “Maturity Date” means
(a) with respect to the Initial Revolving Facility, the Initial Revolving Credit Maturity Date, (b) with respect to the Initial Term Loans, the Initial Term Loan Maturity Date, (c) with respect to any Replacement Term Loans or
Replacement Revolving Facility, the final maturity date for such Replacement Term Loans or Replacement Revolving Facility, as the case may be, as set forth in the applicable Refinancing Amendment, (d) with respect to any Incremental Facility,
the final maturity date set forth in the applicable Incremental Facility Amendment, and (e) with respect to any Extended Revolving Credit Commitment or Extended Term Loans, the final maturity date set forth in the applicable Extension
Amendment. 
 “Maximum Rate” has the meaning assigned to such term in Section 9.19. 

“Minimum Extension Condition” has the meaning assigned to such term in Section 2.23(b). 

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

“Mortgage Policies” has the meaning assigned to such term in the definition of “Collateral and Guarantee
Requirement”. 
 “Mortgage” means any mortgage, deed of trust or other agreement which conveys or evidences a Lien in
favor of the Administrative Agent, for the benefit of the Administrative Agent and the relevant Secured Parties, on any Material Real Estate Asset constituting Collateral, which shall contain such terms as may be necessary under applicable local
Requirements of Law to perfect a Lien on the applicable Material Real Estate Asset. 
 “Multiemployer Plan” means any
employee benefit plan which is a “multiemployer plan” as defined in Section 3(37) of ERISA that is subject to the provisions of Title IV of ERISA, and in respect of which the Borrower or any of its Restricted Subsidiaries, or any of
their respective ERISA Affiliates, makes or is obligated to make contributions or with respect to which any of them has any ongoing obligation or liability, contingent or otherwise. 

  
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 “Net Insurance/Condemnation Proceeds” means an amount equal to:
(a) any Cash payments or proceeds (including Cash Equivalents) received by the Borrower or any of its Restricted Subsidiaries (i) under any casualty insurance policy in respect of a covered loss thereunder of any assets of the Borrower or
any of its Restricted Subsidiaries or (ii) as a result of the taking of any assets of the Borrower or any of its Restricted Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of
any such assets to a purchaser with such power under threat of such a taking, minus (b) (i) any actual out-of-pocket costs and expenses incurred by the Borrower or any of its Restricted Subsidiaries in connection with the
adjustment, settlement or collection of any claims of the Borrower or the relevant Restricted Subsidiary in respect thereof, (ii) payment of the outstanding principal amount of, premium or penalty, if any, and interest and other amounts on any
Indebtedness (other than the Loans, Indebtedness under any Second Lien Facility and any Indebtedness secured by a Lien on the Collateral that is pari passu with or expressly subordinated to the Lien on the Collateral securing any Secured
Obligation) that is secured by a Lien on the assets in question and that is required to be repaid or otherwise comes due or would be in default under the terms thereof as a result of such loss, taking or sale, (iii) in the case of a taking, the
reasonable out-of-pocket costs of putting any affected property in a safe and secure position, (iv) any selling costs and out-of-pocket expenses (including reasonable broker’s fees or commissions, legal fees, accountants’ fees,
investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees actually
incurred in connection therewith transfer and similar Taxes and the Borrower’s good faith estimate of income Taxes paid or payable (including pursuant to Tax sharing arrangements or any intercompany distribution)) in connection with any sale or
taking of such assets as described in clause (a) of this definition, (v) any amounts provided as a reserve in accordance with GAAP against any liabilities under any indemnification obligation or purchase price adjustments associated
with any sale or taking of such assets as referred to in clause (a) of this definition (provided that to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net
Insurance/Condemnation Proceeds) and (vi) in the case of any covered loss or taking from any non-Wholly-Owned Subsidiary, the pro rata portion thereof (calculated without regard to this clause (vi)) attributable to minority interests and
not available for distribution to or for the account of the Borrower or a Wholly-Owned Subsidiary as a result thereof. 
 “Net
Proceeds” means (a) with respect to any Disposition (including any Prepayment Asset Sale), the Cash proceeds (including Cash Equivalents and Cash proceeds subsequently received (as and when received) in respect of non-cash
consideration initially received), net of (i) selling costs and out-of-pocket expenses (including reasonable broker’s fees or commissions, legal fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums,
and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith and transfer and similar Taxes and the
Borrower’s good faith estimate of income Taxes paid or payable (including pursuant to any Tax sharing arrangement and/or any intercompany distribution) in connection with such Disposition), (ii) amounts provided as a reserve in accordance
with GAAP against any liabilities under any indemnification obligation or purchase price adjustment associated with such Disposition (provided that to the extent and at the time any such amounts are released from such reserve, such amounts
shall constitute Net Proceeds), (iii) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness (other than the Loans, Indebtedness under any Second Lien Facility and any other Indebtedness secured by a
Lien on the Collateral that is pari passu with or expressly subordinated to the Lien on the Collateral securing any Secured Obligation) which is secured by the asset sold in such Disposition and which is required to be repaid or otherwise
comes due or would be in default and is repaid (other than any such Indebtedness that is assumed by the purchaser of such asset), (iv) Cash escrows (until released from escrow to the Borrower or any of its Restricted Subsidiaries) from the sale
price for such Disposition and (v) in the case of any Disposition by any non-Wholly-Owned Subsidiary, the pro rata portion of the Net Proceeds thereof (calculated without regard to this clause (v)) attributable to any minority interest
and not available for distribution to or for the account of the Borrower or a Wholly-Owned Subsidiary as a result thereof; and (b) with respect to any issuance or incurrence of Indebtedness or Capital Stock, the Cash proceeds thereof, net of
all Taxes and customary fees, commissions, costs, underwriting discounts and other fees and expenses incurred in connection therewith. 

  
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 “Non-Consolidated APC” means any Affiliated Practice, which, for accounting
purposes, is not consolidated with the Borrower in accordance with GAAP. 
 “Non-Defaulting Revolving Lenders” has the
meaning assigned to such term in Section 2.21(d)(i). 
 “Non-Loan Party Debt Cap” means the greater of
$55,000,000 and 37% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period. 
 “Notice of Intent
to Cure” has the meaning assigned to such term in Section 6.15(b). 
 “Obligations” means all unpaid
principal of and accrued and unpaid 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, all
LC Exposure, all accrued and unpaid fees and all expenses (including fees and expenses accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such
proceeding), reimbursements, indemnities and all other advances to, debts, liabilities and obligations of any Loan Party to the Lenders or to any Lender, the Administrative Agent, any Issuing Bank or any indemnified party arising under the Loan
Documents in respect of any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute, contingent, due or to become due, now existing or hereafter arising. 

“OFAC” has the meaning assigned to such term in Section 3.17(a). 

“Organizational Documents” means (a) with respect to any corporation, its certificate or articles of incorporation or
organization and its by-laws, (b) with respect to any limited partnership, its certificate of limited partnership and its partnership agreement, (c) with respect to any general partnership, its partnership agreement, (d) with respect
to any limited liability company, its articles of organization or certificate of formation, and its operating agreement, and (e) with respect to any other form of entity, such other organizational documents required by local Requirements of Law
or customary under such jurisdiction to document the formation and governance principles of such type of entity. In the event that any term or condition of this Agreement or any other Loan Document requires any Organizational Document to be
certified by a secretary of state or similar governmental official, the reference to any such “Organizational Document” shall only be to a document of a type customarily certified by such governmental official. 

“Other Applicable Indebtedness” has the meaning assigned to such term in Section 2.11(b)(i). 

“Other Connection Taxes” means, with respect to any Lender, any Issuing Bank or the Administrative Agent, Taxes imposed as a
result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising solely from such recipient having executed, delivered, become a party to, performed its obligations under,
received payments under, received or perfected a security interest under, or engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document). 

“Other Taxes” means all present or future stamp, court or documentary Taxes or any intangible, recording, filing or other
excise or property Taxes arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document, but excluding (i) any Excluded Taxes, and (ii) any such
Taxes that are Other Connection Taxes imposed with respect to an assignment or participation (other than an assignment made pursuant to Section 2.19(b)). 

“Outstanding Amount” means (a) with respect to any Term Loan, Revolving Loan and/or Swingline Loan on any date, the
amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Term Loan and/or Revolving Loan, as the case may be, occurring on such date, (b) with respect to any Letter
of Credit, the aggregate amount available to be drawn 

  
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 under such Letter of Credit after giving effect to any changes in the aggregate amount available to be drawn
under such Letter of Credit or the issuance or expiry of such Letter of Credit, including as a result of any LC Disbursement and (c) with respect to any LC Disbursement on any date, the amount of the aggregate outstanding amount of such LC
Disbursement on such date after giving effect to any disbursements with respect to any Letter of Credit occurring on such date and any other changes in the aggregate amount of such LC Disbursement as of such date, including as a result of any
reimbursements by the Borrower of such unreimbursed LC Disbursement. 
 “Parent Company” means (a) Super Holdco and
(b) Holdings and any other Person of which the Borrower is an indirect Wholly-Owned Subsidiary. 
 “Participant” has
the meaning assigned to such term in Section 9.05(c)(i). 
 “Participant Register” has the meaning assigned to
such term in Section 9.05(c). 
 “Patent” means the following: (a) any and all patents and patent
applications; (b) all inventions described and claimed therein; (c) all reissues, divisions, continuations, renewals, extensions and continuations in part thereof; (d) all income, royalties, damages, claims, and payments now or
hereafter due or payable under and with respect thereto, including, without limitation, damages and payments for past and future infringements thereof; (e) all rights to sue for past, present, and future infringements thereof; and (f) all
rights corresponding to any of the foregoing. 
 “PBGC” means the Pension Benefit Guaranty Corporation. 

“Pension Plan” means any employee pension benefit plan, as defined in Section 3(2) of ERISA (other than a Multiemployer
Plan), that is subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, which the Borrower or any of its Restricted Subsidiaries, or any of their respective ERISA Affiliates, maintains or
contributes to or has an obligation to contribute to, or otherwise has any liability, contingent or otherwise. 
 “Perfection
Certificate” means a certificate substantially in the form of Exhibit J. 
 “Perfection Requirements” means
the filing of appropriate financing statements with the office of the Secretary of State or other appropriate office of the state of organization of each Loan Party, the filing of Intellectual Property Security Agreements or other appropriate
instruments or notices with the U.S. Patent and Trademark Office and the U.S. Copyright Office, the proper recording or filing, as applicable, of Mortgages and fixture filings with respect to any Material Real Estate Asset constituting Collateral,
in each case in favor of the Administrative Agent for the benefit of the Secured Parties and the delivery to the Administrative Agent of any stock certificate or promissory note, together with instruments of transfer executed in blank, in each case,
to the extent required by the applicable Loan Documents. 
 “Permitted Acquisition” means any acquisition made by the
Borrower, any of its Restricted Subsidiaries or any Consolidated APC, whether by purchase, merger or otherwise, of all or substantially all of the assets of (or, with respect to such acquisition by the Borrower or any of its Restricted Subsidiaries,
substantially all of the assets of the relevant target that are legally permitted to be owned by the Borrower or any of its Restricted Subsidiaries under applicable Requirements of Law, including, without limitation, Requirements of Law related to
the corporate practice of physical therapy), or any business line, unit or division or product line (including research and development and related assets in respect of any product) of, any Person or of a majority of the outstanding Capital Stock of
any Person who is engaged in a Similar Business (and, in any event, including any Investment in (x) any Restricted Subsidiary the effect of which is to increase the Borrower’s or any Restricted Subsidiary’s equity ownership in such
Restricted Subsidiary or (y) any joint venture for the purpose of increasing the Borrower’s or its relevant Restricted Subsidiary’s ownership interest in such joint venture) if (1) such Person becomes a Restricted Subsidiary or
Consolidated APC or (2) such Person, in one transaction or a series of related transaction, is amalgamated, merged or consolidated with or into, or transfers or conveys substantially all of its assets (or such division, business unit or product
line) to, or is liquidated into, the Borrower, any Restricted Subsidiary and/or any Consolidated APC as a result of such Investment; provided that: 

  
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 (a) the total consideration paid by Persons that are Loan Parties or
Consolidated APCs (i) for the Capital Stock of any Person that does not become a Loan Party or is not a Loan Party, (ii) for the Capital Stock of any Person that does not become a Consolidated APC on or before the date on which financial
statements are required to be delivered pursuant to Sections 5.01(a) or (b), as applicable, for the Fiscal Quarter in which the relevant acquisition occurs, (iii) with respect to any Investment of the type referred to in
clauses (x) and (y) above after giving effect to which the relevant joint venture is not, or does not become, a Loan Party or a Consolidated APC (in the case of any Consolidated APC, within the time period prescribed in
clause (ii) above), or (iv) in the case of an asset acquisition, assets that are not acquired by any Loan Party or any Consolidated APC, when taken together with the total consideration for all such Persons and assets so acquired
after the Closing Date, the aggregate amount of Investments made in reliance on Section 6.06(b)(iii) and the aggregate amount of Investments made in Non-Consolidated APCs in reliance on Section 6.06(x), shall not exceed an
aggregate amount outstanding equal to the sum of (A) the Specified Investment Cap and (B) amounts otherwise available under Section 6.06; 

(b) the limitation described in clause (a) above shall not apply to any acquisition to the extent (i) any such
consideration is financed with the proceeds of sales of the Qualified Capital Stock of, or common equity capital contributions to, the Borrower or any Restricted Subsidiary, other than any Cure Amount, Available Excluded Contribution Amount or
Contribution Indebtedness Amount, (ii) the Person so acquired (or the Person owning the assets so acquired) becomes a Subsidiary Guarantor even though such Person is not otherwise required to become a Subsidiary Guarantor and/or (iii) at
least 75.0% of the Consolidated Adjusted EBITDA of the Person(s) acquired in such acquisition (or the Persons owning the assets so acquired) (for this purpose and for the component definitions used in the definition of “Consolidated Adjusted
EBITDA”, determined on a consolidated basis for such Person(s) and their respective Restricted Subsidiaries and Consolidated APCs) is generated by Person(s) that will become Subsidiary Guarantors or Consolidated APCs (i.e., disregarding
any Consolidated Adjusted EBITDA generated by Restricted Subsidiaries of such Persons that are not (or will not become) Subsidiary Guarantors or Consolidated APCs); 

(c) in the event the amount available under the Specified Investment Cap is reduced as a result of any acquisition of
(i) any Restricted Subsidiary that does not become a Loan Party, (ii) a Non-Consolidated APC or (iii) any assets that are not transferred to a Loan Party or a Consolidated APC and such Restricted Subsidiary subsequently becomes a Loan
Party, such Non-Consolidated APC subsequently becomes a Consolidated APC or such assets are subsequently transferred to a Loan Party or a Consolidated APC, respectively, the amount available under the Specified Investment Cap shall be
proportionately increased as a result thereof. 
 “Permitted Holders” means the Sponsor and GPE VII ATI Co-Investment
(Delaware) Limited Partnership, a Delaware limited partnership, and its Affiliates. 
 “Permitted Liens” means Liens
permitted pursuant to Section 6.02. 
 “Permitted Practice Subsidiary Restructuring” means any Practice
Subsidiary Restructuring; provided that: 
 (a) the board of directors (or similar governing body) of the Borrower has
approved such Practice Subsidiary Restructuring; 

  
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 (b) the Borrower has determined in good faith that such Practice Subsidiary
Restructuring (i) is in the best interests of the business of the Borrower and its Restricted Subsidiaries, taken as a whole, and (ii) will not have a material and adverse impact on the financial condition of the Borrower and its
Restricted Subsidiaries, taken as a whole, or the ability of the Borrower to satisfy its payment obligations under the Credit Facilities; 

(c) (i) the Consolidated Adjusted EBITDA attributable to the Borrower, its Restricted Subsidiaries and any Consolidated
APC, calculated after giving effect to such Practice Subsidiary Restructuring on a Pro Forma Basis for the most recently ended Test Period, is not less than (ii) the Consolidated Adjusted EBITDA attributable to the Borrower, its Restricted
Subsidiaries and any Consolidated APC for the most recently ended Test Period, calculated before giving effect to such Practice Subsidiary Restructuring, by more than 5.00%; 

(d) either (i) all of the Capital Stock of the Practice Subsidiary has been transferred to one or more Physical Therapist
Owners, and the Person whose Capital Stock was transferred to one or more Physical Therapist Owners becomes a Consolidated APC or (ii) the Capital Stock and/or clinical assets of the applicable Practice Subsidiary have been transferred to a
Consolidated APC, and the applicable Practice Subsidiary becomes a Consolidated APC; and 
 (e) each applicable Loan Party
will use commercially reasonable efforts to cause each Person subject to a Practice Subsidiary Restructuring to transfer to a Loan Party substantially all of the assets of such Person (other than Accounts, employment agreements, payor contracts,
other assets which such Consolidated APC must retain, in the reasonable judgment of the Borrower, to comply with any Requirements of Law and any other asset with respect to which the Borrower has determined in its reasonable business judgment that
the cost, burden, difficulty or consequence (including any adverse tax consequence, any required third party or governmental consent and any effect on the ability of the Borrower and/or any subsidiary and/or any Affiliated Practice to conduct their
respective businesses and operations in the ordinary course) of transferring outweighs, or is excessive in light of, the practical benefit to the Secured Parties afforded thereby). 

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company,
partnership, Governmental Authority or any other entity. 
 “Physical Therapist Owner” has the meaning assigned to such term
in the definition of “Physical Therapy Entity”. 
 “Physical Therapy Entity” means any entity owned directly or
indirectly solely by (a) one or more licensed physical therapists (any such licensed physical therapist, a “Physical Therapist Owner”) and/or (b) another entity owned directly or indirectly solely by one or more Physical
Therapist Owners. 
 “Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of
ERISA) maintained by the Borrower and/or any Restricted Subsidiary or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any of its ERISA Affiliates, other than any Multiemployer Plan. 

“Platform” has the meaning assigned to such term in Section 5.01. 

“Practice Loan Agreement” has the meaning assigned to such term in the definition of “Acceptable Practice
Management Arrangements”. 
 “Practice Subsidiary” means a subsidiary of the Borrower the primary
business of which consists of operating one or more physical therapy practices. 

  
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 “Practice Subsidiary Restructuring” means the transfer by the Borrower
and/or any Restricted Subsidiary of (a) the Capital Stock of one or more Practice Subsidiaries to one or more Physical Therapist Owners or a Person owned by one or more Physical Therapist Owners and/or (b) certain clinical assets owned by
one or more Practice Subsidiaries to one or more Physical Therapy Entities. 
 “Prepayment Asset Sale” means any
Disposition by the Borrower or its Restricted Subsidiaries made pursuant to Section 6.07(g)(z), Section 6.07(h) and Section 6.07(s). 

“Primary Obligor” has the meaning assigned to such term in the definition of “Guarantee”. 

“Prime Rate” means the rate of interest last quoted by The Wall Street Journal (or another national publication
reasonably selected by the Administrative Agent) as the “Prime Rate” in the U.S. or, if The Wall Street Journal (or such other publication) 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). 

“Pro Forma Basis” or “pro forma effect” means, with respect to any determination of the Total Leverage
Ratio, the First Lien Leverage Ratio, the Secured Leverage Ratio, Consolidated Adjusted EBITDA or Consolidated Total Assets (including component definitions thereof), that: 

(a) (i) in the case of (A) any Disposition of all or substantially all of the Capital Stock of any Restricted
Subsidiary or any division and/or product line of the Borrower, any Restricted Subsidiary or (B) any designation of a Restricted Subsidiary as an Unrestricted Subsidiary, income statement items (whether positive or negative) attributable to the
property or Person subject to such Subject Transaction, shall be excluded as of the first day of the applicable Test Period with respect to any test or covenant for which the relevant determination is being made and (ii) in the case of any
Permitted Acquisition, Investment and/or designation of an Unrestricted Subsidiary as a Restricted Subsidiary described in the definition of the term “Subject Transaction”, income statement items (whether positive or negative) attributable
to the property or Person subject to such Subject Transaction shall be included as of the first day of the applicable Test Period with respect to any test or covenant for which the relevant determination is being made, 

(b) any retirement or repayment of Indebtedness (other than normal fluctuations in revolving Indebtedness incurred for working
capital purposes) shall be deemed to have occurred as of the first day of the applicable Test Period with respect to any test or covenant for which the relevant determination is being made, 

(c) any Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in connection therewith shall be deemed to
have occurred as of the first day of the applicable Test Period with respect to any test or covenant for which the relevant determination is being made; provided that, (x) if such Indebtedness has a floating or formula rate, such
Indebtedness shall have an implied rate of interest for the applicable Test Period for purposes of this definition determined by utilizing the rate that is or would be in effect with respect to such Indebtedness at the relevant date of determination
(taking into account any interest hedging arrangements applicable to such Indebtedness), (y) interest on any obligation with respect to any Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a Responsible
Officer of the Borrower to be the rate of interest implicit in such obligation in accordance with GAAP and (z) interest on any Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a
eurocurrency interbank offered rate or other rate shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen by the Borrower and 

  
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 (d) the acquisition of any asset included in calculating Consolidated Total
Assets and/or the amount Cash or Cash Equivalents, whether pursuant to any Subject Transaction or any Person becoming a subsidiary or merging, amalgamating or consolidating with or into the Borrower or any of its subsidiaries, or the Disposition of
any asset included in calculating Consolidated Total Assets described in the definition of “Subject Transaction” shall be deemed to have occurred as of the last day of the applicable Test Period with respect to any test or covenant for
which such calculation is being made. 
 It is hereby agreed that for purposes of determining pro forma compliance with
Section 6.15(a) prior to the last day of the first Fiscal Quarter after the Closing Date, the applicable level shall be the level cited in Section 6.15(a). Notwithstanding anything to the contrary set forth in the immediately
preceding paragraph, for the avoidance of doubt, when calculating the First Lien Leverage Ratio for purposes of the definitions of “Applicable Rate” and “Commitment Fee Rate” and for purposes of Section 6.15(a) (other
than for the purpose of determining pro forma compliance with Section 6.15(a) as a condition to taking any action under this Agreement), the events described in the immediately preceding paragraph that occurred subsequent to the end of
the applicable Test Period shall not be given pro forma effect. 
 “Projections” means the financial projections and pro
forma financial statements of the Borrower and its subsidiaries included in the Information Memorandum (or a supplement thereto). 

“Promissory Note” means a promissory note of the Borrower payable to any Lender or its registered assigns, in substantially
the form of Exhibit L hereto, evidencing the aggregate outstanding principal amount of Loans of the Borrower to such Lender resulting from the Loans made by such Lender. 

“Public Company Costs” means Charges associated with, or in anticipation of, or preparation for, compliance with the
requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith and Charges relating to compliance with the provisions of the Securities Act and the Exchange Act (and, in each case, similar
Requirements of Law under other jurisdictions), as applicable to companies with equity or debt securities held by the public, the rules of national securities exchange companies with listed equity or debt securities, directors’ or
managers’ compensation, fees and expense reimbursement, Charges relating to investor relations, shareholder meetings and reports to shareholders or debtholders, directors’ and officers’ insurance and other executive costs, legal and
other professional fees and listing fees. 
 “Public Lender” has the meaning assigned to such term in
Section 9.01(d). 
 “Published LIBO Rate” means, with respect to any Interest Period when used in reference to
any Loan or Borrowing, (a) the rate of interest appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute page of such service, or any successor to such service as determined by Administrative Agent) as the London interbank
offered rate for deposits in Dollars for a term comparable to such Interest Period, at approximately 11:00 a.m. (London time) on the date which is two Business Days prior to the commencement of such Interest Period (but if more than one rate is
specified on such page, the rate will be an arithmetic average of all such rates), (b) if the rate described in clause (a) above does not appear on such page or service or such page or service is not available, the rate per annum
equal to the rate reasonably determined by the Administrative Agent to be the offered rate on such other page or service that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars offered in the London
interbank market (for delivery of the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period or
(c) if the rates described in clauses (a) and (b) are available at such time for any reason, then the “Published LIBO Rate” for such Interest Period shall be the Interpolated Rate. 

“Purchaser” has the meaning assigned to such term in the preamble to this Agreement. 

  
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 “Qualified Capital Stock” of any Person means any Capital Stock of such
Person that is not Disqualified Capital Stock. 
 “Qualifying IPO” means the issuance and sale by the Borrower or any
Parent Company of its common Capital Stock in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance
with the Securities Act (whether alone or in connection with a secondary public offering). 
 “Real Estate Asset” means, at
any time of determination, all right, title and interest (fee, leasehold or otherwise) of any Loan Party in and to real property (including, but not limited to, land, improvements and fixtures thereon). 

“Refinancing” has the meaning assigned to such term in the recitals to this Agreement. 

“Refinancing Amendment” means an amendment to this Agreement that is reasonably satisfactory to the Administrative Agent and
the Borrower executed by (a) Holdings and the Borrower, (b) the Administrative Agent and (c) each Lender that agrees to provide all or any portion of the Replacement Term Loans or the Replacement Revolving Facility, as applicable,
being incurred pursuant thereto and in accordance with Section 9.02(c). 
 “Refinancing Indebtedness” has the
meaning assigned to such term in Section 6.01(p). “Refunding Capital Stock” has the meaning assigned to such term in Section 6.04(a)(viii). “Register” has the meaning assigned to such term in
Section 9.05(b). 
 “Regulation D” means Regulation D of the FRB as from time to time in effect and all
official rulings and interpretations thereunder or thereof. 
 “Regulation H” means Regulation H of the FRB as from time to
time in effect and all official rulings and interpretations thereunder or thereof. 
 “Regulation U” means Regulation U of
the FRB as from time to time in effect and all official rulings and interpretations thereunder or thereof. 
 “Related
Funds” means with respect to any Lender that is an Approved Fund, any other Approved Fund that is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor. 

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

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge,
dispersal, dumping, leaching or migration of any Hazardous Material into the Environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Material), including the movement of any
Hazardous Material through the air, soil, surface water or groundwater. 
 “Relevant APC” has the meaning assigned to such
term in Section 5.16(b). 
 “Replaced Revolving Facility” has the meaning assigned to such term in
Section 9.02(c)(ii). 

  
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 “Replaced Term Loans” has the meaning assigned to such term in
Section 9.02(c)(i). 
 “Replacement Debt” means any Refinancing Indebtedness (whether borrowed in the form of
secured or unsecured loans, issued in a public offering, Rule 144A under the Securities Act or other private placement or bridge financing in lieu of the foregoing or otherwise) incurred in respect of Indebtedness permitted under
Section 6.01(a) (and any subsequent refinancing of such Replacement Debt). 
 “Replacement Revolving Facility”
has the meaning assigned to such term in Section 9.02(c)(ii). 
 “Replacement Term Loans” has the meaning
assigned to such term in Section 9.02(c)(i). 
 “Reportable Event” means, with respect to any Pension Plan or
Multiemployer Plan, any of the events described in Section 4043(c) of ERISA or the regulations issued thereunder, other than those events as to which the 30-day notice period is waived under PBGC Reg. Section 4043. 

“Representatives” has the meaning assigned to such term in Section 9.13. 

“Repricing Transaction” means each of (a) the prepayment, repayment, refinancing, substitution or replacement of all or
a portion of the Initial Term Loans substantially concurrently with the incurrence by any Loan Party of any secured first-lien term loans (including any Replacement Term Loans) having an Effective Yield that is less than the Effective Yield
applicable to the Initial Term Loans so prepaid, repaid, refinanced, substituted or replaced and (b) any amendment, waiver or other modification to this Agreement that would have the effect of reducing the Effective Yield applicable to the
Initial Term Loans; provided that the primary purpose of such prepayment, repayment, refinancing, substitution, replacement, amendment, waiver or other modification was to reduce the Effective Yield applicable to the Initial Term Loans;
provided, further, that in no event shall any such prepayment, repayment, refinancing, substitution, replacement, amendment, waiver or other modification in connection with a Change of Control, Qualifying IPO or acquisition for which
the aggregate consideration is equal to or greater than $125,000,000 or similar Investment (including any Investment in a Similar Business) in an aggregate amount equal to or greater than $125,000,000 constitute a Repricing Transaction. Any
determination by the Administrative Agent of the Effective Yield for purposes of the definition shall be conclusive and binding on all Lenders, and the Administrative Agent shall have no liability to any Person with respect to such determination
absent bad faith, gross negligence or willful misconduct. 
 “Required Excess Cash Flow Percentage” means, as of any date
of determination, (a) if the First Lien Leverage Ratio is greater than 4.25:1.00, 75%, (b) if the First Lien Leverage Ratio is less than or equal to 4.25:1.00 and greater than 4.00:1.00, 50%, (c) if the First Lien Leverage Ratio is
less than or equal to 4.00:1.00 and greater than 3.50:1.00, 25% and (d) if the First Lien Leverage Ratio is less than or equal to 3.50:1.00, 0%; it being understood and agreed that, for purposes of this definition as it applies to the
determination of the amount of Excess Cash Flow that is required to be applied to prepay the Term Loans under Section 2.11(b)(i) for any Excess Cash Flow Period, the First Lien Leverage Ratio shall be determined on the scheduled date of
prepayment. 
 “Required Lenders” means, at any time, Lenders having Loans or unused Commitments representing more than 50%
of the sum of the total Loans and such unused commitments at such time. 
 “Required Revolving Lenders” means, at any time,
Lenders having Revolving Loans, Additional Revolving Loans, unused Revolving Credit Commitments or unused Additional Revolving Credit Commitments representing more than 50% of the sum of the total Revolving Loans, Additional Revolving Loans and such
unused commitments at such time. 

  
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 “Requirements of Law” means, with respect to any Person, collectively, the
common law and all federal, state, local, foreign, multinational or international laws, statutes, codes, treaties, standards, rules and regulations, guidelines, ordinances, orders, judgments, writs, injunctions, decrees (including administrative or
judicial precedents or authorities) and other requirements of any Governmental Authority, in each case whether or not having the force of law and that are applicable to or binding upon such Person or any of its property or to which such Person or
any of its property is subject. 
 “Responsible Officer” of any Person means the chief executive officer, the president,
the chief financial officer, the treasurer, any assistant treasurer, any executive vice president, any senior vice president, any vice president or the chief operating officer of such Person and any other individual or similar official thereof
responsible for the administration of the obligations of such Person in respect of this Agreement, and, as to any document delivered on the Closing Date, shall include any secretary or assistant secretary or any other individual or similar official
thereof with substantially equivalent responsibilities of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of any 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. 

“Responsible Officer Certification” means, with respect to the financial statements for which such certification is required,
the certification of a Responsible Officer of the Borrower that such financial statements fairly present, in all material respects, in accordance with GAAP, the consolidated financial condition of the Borrower as at the dates indicated and its
consolidated operations and cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments. 

“Restricted Amount” has the meaning set forth in Section 2.11(b)(iv). “Restricted Debt” has the
meaning set forth in Section 6.04(b). “Restricted Debt Payments” has the meaning set forth in Section 6.04(b). 

“Restricted Payment” means (a) any dividend or other distribution on account of any shares of any class of the Capital
Stock of the Borrower, except a dividend payable solely in shares of Qualified Capital Stock to the holders of such class; (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of any shares of
any class of the Capital Stock of the Borrower and (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of the Capital Stock of the Borrower now or
hereafter outstanding. 
 “Restricted Subsidiary” means, as to any Person, any subsidiary of such Person that is not an
Unrestricted Subsidiary. Unless otherwise specified, “Restricted Subsidiary” shall mean any Restricted Subsidiary of the Borrower. 

“Retained Excess Cash Flow Amount” means, at any date of determination, an amount, determined on a cumulative basis, that is
equal to the aggregate cumulative sum of the Excess Cash Flow that is not required to be applied as a mandatory prepayment under Section 2.11(b)(i) for all Excess Cash Flow Periods ending after the Closing Date and prior to such date;
provided that such amount shall not be less than zero for any Excess Cash Flow Period. 
 “Revolving Credit
Commitment” means any Initial Revolving Credit Commitment and any Additional Revolving Credit Commitment. 
 “Revolving
Credit Exposure” means, with respect to any Lender at any time, the aggregate Outstanding Amount at such time of such Lender’s Initial Revolving Credit Exposure and Additional Revolving Credit Exposure. 

  
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 “Revolving Facility” means the Initial Revolving Facility, any Incremental
Revolving Facility, any facility governing Extended Revolving Credit Commitments or Extended Revolving Loans and any Replacement Revolving Facility. 

“Revolving Facility Test Condition” means, as of any date of determination, without duplication, that the aggregate
Outstanding Amount of (a) all Revolving Loans (including Swingline Loans), (b) LC Disbursements that have not been reimbursed within three Business Days and (c) undrawn Letters of Credit (other than (i) undrawn Letters of Credit
that have been cash collateralized or backstopped in an amount equal to 100% of the then-available face amount thereof and (ii) undrawn Letters of Credit that have not been cash collateralized or backstopped in an aggregate amount of up to
$10,000,000 at any time outstanding) exceeds an amount equal to 30% of the Total Revolving Credit Commitment. 
 “Revolving
Lender” means any Initial Revolving Lender and any Additional Revolving Lender. Unless the context otherwise requires, the term “Revolving Lenders” shall include the Swingline Lender. 

“Revolving Loans” means any Initial Revolving Loans and any Additional Revolving Loans. 

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of the McGraw-Hill Companies, Inc. 

“Sale and Lease-Back Transaction” has the meaning assigned to such term in Section 6.08. 

“Scheduled Consideration” has the meaning assigned to such term in the definition of “Excess Cash Flow”. 

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

 “Second Lien Collateral Agent” has the meaning set forth in the Initial Intercreditor Agreement. 

“Second Lien Credit Agreement” means the Second Lien Credit Agreement, dated as of the Closing Date, among, inter
alios, Holdings, Purchaser, the Target, Wilmington Trust, National Association, as administrative agent and collateral agent and the lenders from time to time party thereto. 

“Second Lien Facility” means the credit facility governed by the Second Lien Credit Agreement and one or more debt facilities
or other financing arrangements (including indentures) providing for loans or other long-term indebtedness that replace or refinance such debt facility or other financing arrangement including any such replacement or refinancing facility or
indenture that increases or decreases the amount permitted to be borrowed thereunder or alters the maturity thereof and whether by the same or any other agent, lender or group of lenders, and any amendment, supplement, modification, extension,
renewal, restatement, amendment and restatement or refunding thereof or any such debt facility or other financing arrangement that replaces or refinances such debt facility or other financing arrangement (or any subsequent replacement thereof), in
each case to the extent permitted or not restricted by this Agreement. 
 “Secured Hedging Obligations” means all Hedging
Obligations (other than any Excluded Swap Obligations) under each Hedge Agreement that (a) is in effect on the Closing Date between any Loan Party and a counterparty that is (or is an Affiliate of) the Administrative Agent, a Lender or an
Arranger as of the Closing Date or (b) is entered into after the Closing Date between any Loan Party and any counterparty that is (or is an Affiliate of) the Administrative Agent, a Lender or an Arranger at the time such Hedge Agreement is
entered into, in each case for which such Loan Party agrees to provide security and in each case that has been designated to the Administrative Agent in writing by the Borrower as being a Secured Hedging Obligation for purposes of the Loan
Documents, it being understood that each counterparty thereto shall be deemed (A) to appoint the Administrative Agent as its agent under the applicable Loan Documents and (B) to agree to be bound by the provisions of Article 8,
Section 9.03 and Section 9.10 and any Intercreditor Agreement as if it were a Lender. 

  
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 “Secured Leverage Ratio” means the ratio, as of any date of determination,
of (a) Consolidated Secured Debt as of the last day of the most recently ended Test Period to (b) Consolidated Adjusted EBITDA for the Test Period then most recently ended, in each case of the Borrower, its Restricted Subsidiaries and
Consolidated APCs on a consolidated basis. 
 “Secured Obligations” means all Obligations, together with all Banking
Services Obligations and all Secured Hedging Obligations. 
 “Secured Parties” means (i) the Lenders, the Issuing
Banks and the Swing Line Lender, (ii) the Administrative Agent, (iii) each counterparty to a Hedge Agreement with a Loan Party the obligations under which constitute Secured Hedging Obligations, (iv) each provider of Banking Services
to any Loan Party the obligations under which constitute Banking Services Obligations, (v) the Arrangers and (vi) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document. 

“Securities” means any stock, shares, units, partnership interests, voting trust certificates, certificates of interest or
participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known
as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing; provided
that “Securities” shall not include any earn-out agreement or obligation or any employee bonus or other incentive compensation plan or agreement. 

“Securities Transfer Restriction Agreement” has the meaning assigned to such term in the definition of “Acceptable
Practice Management Arrangements”. 
 “Securities Act” means the Securities Act of 1933 and the rules and regulations
of the SEC promulgated thereunder. 
 “Security Agreement” means the First Lien Pledge and Security Agreement,
substantially in the form of Exhibit M, among the Loan Parties and the Administrative Agent for the benefit of the Secured Parties. 

“Seller Financing” has the meaning assigned to such term in Section 6.04(a)(xii). 

“Shared Incremental Amount” means (a) the greater of (i) $35,000,000 and (ii) the lesser of (A) 25% of
Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period and (B) $60,000,000 minus (b) (i) the aggregate outstanding principal amount of all Incremental Facilities and/or Incremental Equivalent
Debt incurred or issued in reliance on the Shared Incremental Amount and (ii) the aggregate principal amount of “Incremental Loans” and “Incremental Equivalent Debt” (each as defined in the Second Lien Credit Agreement or
any equivalent term under any documentation governing any Second Lien Facility) incurred or issued in reliance on the Shared Incremental Amount, in each case after giving effect to any reclassification of such Incremental Facilities, Incremental
Equivalent Debt, “Incremental Loans” or “Incremental Equivalent Debt” (as defined pursuant to the above parenthetical) as having been incurred under clause (e) of the definition of “Incremental Cap”
hereunder or clause (e) of the definition of “Incremental Cap” (as defined in the Second Lien Credit Agreement or any equivalent term under any documentation governing any Second Lien Facility). 

“Similar Business” means any Person the majority of the revenues of which are derived from a business that would be permitted
by Section 6.10 if the references to “Restricted Subsidiaries” in Section 6.10 were read to refer to such Person. 

  
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 “SPC” has the meaning assigned to such term in Section 9.05(e).

 “Specified Acquisition Agreement Representations” means such of the representations and warranties made by or on behalf
of the Target, its subsidiaries or their respective businesses in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that Purchaser (or its applicable affiliate) has the right to terminate its
obligations under the Acquisition Agreement or to decline to consummate the Acquisition as a result of a breach of such representations and warranties. 

“Specified Investment Cap” means the greater of $50,000,000 and 34% of Consolidated Adjusted EBITDA as of the last day of the
most recently ended Test Period. 
 “Specified Representations” means the representations and warranties set forth in
Section 3.01(a)(i) (as it relates to the Loan Parties), Section 3.02 (as it relates to the due authorization, execution, delivery and performance of the Loan Documents and the enforceability thereof),
Section 3.03(b)(i), Section 3.08, Section 3.12, Section 3.14 (as it relates to the creation, validity and perfection of the security interests in the Collateral), Section 3.16,
Section 3.17(a)(ii), Section 3.17(b) and Section 3.17(c)(ii). 
 “Sponsor” means,
collectively, Advent, its controlled Affiliates and funds managed or advised by any of them or any of their respective controlled Affiliates. 

“Standby Letter of Credit” means any Letter of Credit other than any Commercial Letter of Credit. 

“Stated Amount” means, with respect to any Letter of Credit, at any time, the maximum amount available to be drawn
thereunder, in each case determined (x) as if any future automatic increases in the maximum available amount provided for in any such Letter of Credit had in fact occurred at such time and (y) without regard to whether any conditions to
drawing could then be met but after giving effect to all previous drawings made thereunder. 
 “Subject Fiscal Quarter” has
the meaning assigned to such term in the definition of “Consolidated Adjusted EBITDA”. 
 “Subject Loans” has the
meaning assigned to such term in Section 2.11(b)(ii). 
 “Subject Person” has the meaning assigned to such term
in the definition of “Consolidated Net Income”. 
 “Subject Proceeds” has the meaning assigned to such term in
Section 2.11(b)(ii). 
 “Subject Transaction” means, with respect to any Test Period, (a) the
Transactions, (b) any Permitted Acquisition or any other acquisition, whether by purchase, merger or otherwise, of all or substantially all of the assets of, or any business line, unit or division of, any Person or of a majority of the
outstanding Capital Stock of any Person (and, in any event, including any Investment in (x) any Restricted Subsidiary the effect of which is to increase the Borrower’s or any Restricted Subsidiary’s respective equity ownership in such
Restricted Subsidiary or (y) any joint venture for the purpose of increasing the Borrower’s or its relevant Restricted Subsidiary’s ownership interest in such joint venture), in each case that is permitted by this Agreement,
(c) any Disposition of all or substantially all of the assets or Capital Stock of any subsidiary and/or any Consolidated APC (or any business unit, line of business or division of the Borrower, any subsidiary and/or any Consolidated APC) not
prohibited by this Agreement, (d) the designation of a Restricted Subsidiary as an Unrestricted Subsidiary or an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section 5.10 hereof, (e) any incurrence or
repayment of Indebtedness (other than revolving Indebtedness) (including by any Consolidated APC), (f) any capital contribution in respect of Qualified Capital Stock or any issuance of Qualified Capital Stock (other than any amount constituting
a Cure Amount), (g) the conversion of any Non-Consolidated APC or any other Person to a Consolidated APC, (h) the conversion of any Consolidated APC to a Non-Consolidated APC, (i) any Permitted Practice Subsidiary Restructuring and/or
(j) any other event that by the terms of the Loan Documents requires pro forma compliance with a test or covenant hereunder or requires such test or covenant to be calculated on a pro forma basis. 

  
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 “subsidiary” means, with respect to any Person, any corporation,
partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote
in the election of the Person or Persons (whether directors, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled,
directly or indirectly, by such Person or one or more of the other subsidiaries of such Person or a combination thereof, in each case to the extent the relevant entity’s financial results are required to be included in such Person’s
consolidated financial statements under GAAP; provided that (a) in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interests in the nature of a “qualifying share” of
the former Person shall be deemed to be outstanding and (b) in no event shall any Affiliated Practice be deemed to be a “subsidiary” for any purpose under any Loan Document. Unless otherwise specified, “subsidiary” shall
mean any subsidiary of the Borrower. 
 “Subsidiary Guarantor” means (a) on the Closing Date, each subsidiary of the
Borrower that is not a Borrower (other than any such subsidiary that is an Excluded Subsidiary on the Closing Date) and (b) thereafter, each subsidiary of the Borrower that becomes a guarantor of the Secured Obligations pursuant to the terms of
this Agreement, in each case, until such time as the relevant subsidiary is released from its obligations under the Loan Guaranty in accordance with the terms and provisions hereof. Notwithstanding the foregoing, the Borrower may, with the consent
of the Administrative Agent (not to be unreasonably withheld or delayed), elect to cause any Restricted Subsidiary that is not otherwise required to be a Subsidiary Guarantor to provide a Loan Guaranty by causing such Restricted Subsidiary to
execute a joinder to the Loan Guaranty in substantially the form attached as an exhibit thereto, and any such Restricted Subsidiary shall be a Loan Party and Subsidiary Guarantor for all purposes hereunder. 

“Successor Borrower” has the meaning assigned to such term in Section 6.07(a). 

“Super Holdco” means Wilco Holdco, Inc., a Delaware corporation. 

“Swap Obligations” means, with respect to any Loan Guarantor, 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 Revolving Lender at any time shall equal to its Applicable Revolving Credit Percentage of the aggregate Swingline Exposure at such time. 

“Swingline Lender” means Barclays, in its capacity as lender of Swingline Loans hereunder, or any successor lender of
Swingline Loans hereunder. 
 “Swingline Loan” means any Loan made pursuant to Section 2.04. 

“Target” has the meaning assigned to such term in the preamble to this Agreement. 

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

“Termination Date” has the meaning assigned to such term in the lead-in to Article 5. 

  
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 “Term Commitment” means any Initial Term Loan Commitment and any Additional
Term Loan Commitment. 
 “Term Facility” means the Term Loans provided to or for the benefit of the Borrower pursuant to
the terms of this Agreement. 
 “Term Lender” means any Initial Term Lender and any Additional Term Lender. 

“Term Loan” means the Initial Term Loans and, if applicable, any Additional Term Loans. 

“Test Period” means, as of any date, (a) for purposes of determining actual compliance with Section 6.15(a),
the period of four consecutive Fiscal Quarters then most recently ended for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to have been delivered) and
(b) for any other purpose, the period of four consecutive Fiscal Quarters then most recently ended for which financial statements of the type described in Section 5.01(a) or Section 5.01(b), as applicable, have been
delivered (or are required to have been delivered) or, if earlier, are internally available; it being understood and agreed that prior to the first delivery (or required delivery) of financial statements of Section 5.01(a), “Test
Period” means the period of four consecutive Fiscal Quarters most recently ended for which financial statements of the Target are available. 

“Therapy Director Agreement” has the meaning assigned to such term in the definition of “Acceptable Practice Management
Arrangements”. 
 “Threshold Amount” means $40,000,000. 

“Total Leverage Ratio” means the ratio, as of any date of determination, of (a) Consolidated Total Debt outstanding as
of the last day of the most recently ended Test Period to (b) Consolidated Adjusted EBITDA for the Test Period then most recently ended, in each case of the Borrower, its Restricted Subsidiaries and Consolidated APCs on a consolidated basis.

 “Total Revolving Credit Commitment” means, at any time, the aggregate amount of the Revolving Credit Commitments, as in
effect at such time. 
 “Trademark” means the following: (a) all trademarks (including service marks), common law
marks, trade names, trade dress, and logos, slogans and other indicia of origin under the Requirements of Law of any jurisdiction in the world, and the registrations and applications for registration thereof and the goodwill of the business
symbolized by the foregoing; (b) all renewals of the foregoing; (c) all income, royalties, damages, and payments now or hereafter due or payable with respect thereto, including, without limitation, damages, claims, and payments for past
and future infringements thereof; (d) all rights to sue for past, present, and future infringements of the foregoing, including the right to settle suits involving claims and demands for royalties owing; and (e) all domestic rights
corresponding to any of the foregoing. 
 “Transaction Costs” means fees, premiums, expenses and other transaction costs
(including original issue discount or upfront fees) payable or otherwise borne by any Parent Company and/or its subsidiaries in connection with the Transactions and the transactions contemplated thereby. 

“Transactions” means, collectively, (a) the execution, delivery and performance by the Loan Parties of the Loan Documents
to which they are a party and the Borrowing of Loans hereunder on the Closing Date, (b) the transactions contemplated by the Acquisition Agreement, (c) the Equity Contribution, (d) the Refinancing, (e) the execution, delivery and
performance by the Loan Parties of the Loan Documents (as defined in the Second Lien Credit Agreement) to which they are a party and the incurrence of Indebtedness under the Second Lien Credit Agreement on the Closing Date, (f) the Closing Date
Merger and (g) the payment of the Transaction Costs. 

  
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 “Treasury Capital Stock” has the meaning assigned to such term in
Section 6.04(a)(viii). 
 “Treasury Regulations” means the U.S. federal income tax regulations promulgated
under the Code. 
 “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 LIBO Rate or the Alternate Base Rate. 

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York or any other state the laws
of which are required to be applied in connection with the creation or perfection of security interests. 
 “Unrestricted Cash
Amount” means, as to any Person, on any date of determination, the amount of (a) unrestricted Cash and Cash Equivalents of such Persons (including, in the case of the Borrower, its Restricted Subsidiaries and Consolidated APCs) and
(b) Cash and Cash Equivalents of such Person (including, in the case of the Borrower, its Restricted Subsidiaries and Consolidated APCs) that are restricted in favor of the Credit Facilities and/or the Second Lien Facility and/or other
permitted pari passu or junior secured Indebtedness (which may also include Cash and Cash Equivalents securing other Indebtedness that is secured by a Lien on Collateral along with the Credit Facilities, the Second Lien Facility and/or other
permitted pari passu or junior secured indebtedness). 
 “Unrestricted Subsidiary” means any subsidiary of the
Borrower that is listed on Schedule 5.10 hereto or designated by the Borrower as an Unrestricted Subsidiary after the Closing Date pursuant to Section 5.10. 

“U.S.” means the United States of America. 

“U.S. Lender” means any Lender or Issuing Bank that is a “United States person” within the meaning of
Section 7701(a)(30) of the Code. 
 “USA PATRIOT Act” means The Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)). 

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 2.17(f). 

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

“Wholly-Owned Subsidiary” of any Person means a subsidiary of such Person, 100% of the Capital Stock of which (other than
directors’ qualifying shares or shares required by Requirements of Law to be owned by a resident of the relevant jurisdiction) shall be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person. 

“Withdrawal Liability” means the liability to any Multiemployer Plan as the result of a “complete” or
“partial” withdrawal by the Borrower or any Restricted Subsidiary or any ERISA Affiliate from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA. 

  
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 “Write-Down and Conversion Powers” means, with respect to any EEA
Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In
Legislation Schedule. 
 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 “Term Loan”) or by Type (e.g., a “LIBO Rate Loan”) or by Class and Type (e.g., a “LIBO Rate Term Loan”). Borrowings also may be classified and referred
to by Class (e.g., a “Term Loan Borrowing”) or by Type (e.g., a “LIBO Rate Borrowing”) or by Class and Type (e.g., a “LIBO Rate Term Loan 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 or in any Loan Document (including any Loan Document and the Second Lien Credit Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated,
amended and restated, supplemented or otherwise modified or extended, replaced or refinanced (subject to any restrictions or qualifications on such amendments, restatements, amendment and restatements, supplements or modifications or extensions,
replacements or refinancings set forth herein), (b) any reference to any Requirement of Law in any Loan Document shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such
Requirement of Law, (c) any reference herein or in any Loan Document to any Person shall be construed to include such Person’s successors and permitted assigns, (d) the words “herein,” “hereof” and
“hereunder,” and words of similar import, when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision hereof, (e) all references herein or in any Loan
Document to Articles, Sections, clauses, paragraphs, Exhibits and Schedules shall be construed to refer to Articles, Sections, clauses and paragraphs of, and Exhibits and Schedules to, such Loan Document, (f) in the computation of periods of
time in any Loan Document from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” mean “to but excluding” and the word
“through” means “to and including” and (g) the words “asset” and “property”, when used in any Loan Document, 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. For purposes of determining compliance at any time with Sections 6.01, 6.02 and/or 6.06 in the event that any Indebtedness, Lien or
Investment, as applicable, meets the criteria of more than one of the categories of transactions or items permitted pursuant to any clause of Sections 6.01 (other than Sections 6.01(a), (x) and (z)), 6.02
(other than Sections 6.02(a) and (t)) and 6.06, the Borrower, in its sole discretion, may, from time to time, classify or reclassify such transaction or item (or portion thereof) under one or more clauses of each such Section
and will only be required to include the amount and type of such transaction (or portion thereof) in any one category; provided that, upon delivery of any financial statements pursuant to Section 5.01(a) or
(b) following the initial incurrence of any portion of any Indebtedness incurred under Sections 6.01(a) through (gg) (other than Section 6.01(a) or (x)) (such portion of such Indebtedness, the
“Subject Indebtedness”), if any such Subject Indebtedness could, based on such financial statements, have been incurred in reliance on Section 6.01(w), such Subject Indebtedness shall automatically be reclassified as
having been incurred under the applicable provisions of Section 6.01(w) (in each case, subject to any other applicable provision of Section 6.01(w) and, in the case of any Subject Indebtedness incurred by any Restricted
Subsidiary that is not a Loan Party, to availability under the Non-Loan Party Debt Cap). It is understood and agreed that any Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Burdensome Agreement, Investment, Disposition and/or
Affiliate transaction need not be permitted solely by reference to one category of permitted Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Burdensome Agreement, Investment, Disposition and/or Affiliate transaction under
Sections 6.01, 6.02, 6.04, 6.05, 6.06, 6.07 or 6.09, respectively, but may instead be permitted in part under any combination thereof. 

  
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 Section 1.04. Accounting Terms; GAAP. 

(a) All financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to
time and, except as otherwise expressly provided herein, all terms of an accounting nature that are used in calculating the Total Leverage Ratio, the First Lien Leverage Ratio, the Secured Leverage Ratio, Consolidated Adjusted EBITDA or Consolidated
Total Assets shall be construed and interpreted 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 hereof to
eliminate the effect of any change occurring after the date of delivery of the financial statements described in Section 3.04(a) in GAAP or in the application thereof (including the conversion to IFRS as described below) on the operation
of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision 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 becomes effective until such notice have been withdrawn or such provision amended in accordance
herewith; provided, further, that if such an amendment is requested by the Borrower or the Required Lenders, then the Borrower and the Administrative Agent shall negotiate in good faith to enter into an amendment of the relevant
affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof; provided, further, that 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 (i) any election under Accounting Standards Codification 825-10-25 (previously referred to as
Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any subsidiary at
“fair value,” as defined therein and (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting
Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. If the Borrower
notifies the Administrative Agent that the Borrower (or its applicable Parent Company) is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards
pursuant to IFRS (provided that after such conversion, the Borrower cannot elect to report under GAAP). 
 (b) Notwithstanding
anything to the contrary herein, but subject to Section 1.10 hereof, all financial ratios and tests (including the Total Leverage Ratio, the First Lien Leverage Ratio and/or the Secured Leverage Ratio and the amount of Consolidated Total
Assets and Consolidated Adjusted EBITDA) contained in this Agreement that are calculated with respect to any Test Period during which any Subject Transaction occurs shall be calculated with respect to such Test Period and such Subject Transaction on
a Pro Forma Basis. Further, if since the beginning of any such Test Period and on or prior to the date of any required calculation of any financial ratio or test (x) any Subject Transaction has occurred or (y) 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 or any joint venture since the beginning of such Test Period has consummated any Subject Transaction, then, in
each case, any applicable financial ratio or test shall be calculated on a Pro Forma Basis for such Test Period as if such Subject Transaction had occurred at the beginning of the applicable Test Period (it being understood, for the avoidance of
doubt, that solely for purposes of (x) calculating actual compliance with Section 6.15(a) and (y) calculating the First Lien Leverage Ratio for purposes of the definitions of “Applicable Rate” and “Commitment Fee
Rate”, in each case, the date of the required calculation shall be the last day of the Test Period, and no Subject Transaction occurring thereafter shall be taken into account). 

(c) Notwithstanding anything to the contrary contained in paragraph (a) above or in the definition of “Capital Lease,” in
the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Capital Leases in conformity with GAAP on the date
hereof shall be considered Capital Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. 

  
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 Section 1.05. Effectuation of Transactions. Each of the representations and
warranties contained in this Agreement (and all corresponding definitions) is made after giving effect to the Transactions, unless the context otherwise requires. 

Section 1.06. Timing of Payment of Performance. When payment of any obligation or the performance of any covenant, duty or
obligation is stated to be due or required on a day which is not a Business Day, the date of such payment (other than as described in the definition of “Interest Period”) or performance shall extend to the immediately succeeding Business
Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. 

Section 1.07. Times of Day. Unless otherwise specified herein, all references herein to times of day shall be references to New
York City time (daylight or standard, as applicable). 
 Section 1.08. Currency Equivalents Generally. 

(a) For purposes of any determination under Article 5, Article 6 (other than Section 6.15(a) and the calculation of
compliance with any financial ratio for purposes of taking any action hereunder) or Article 7 with respect to the amount of any Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Sale and Lease-Back
Transaction, affiliate transaction or other transaction, event or circumstance, or any determination under any other provision of this Agreement, (any of the foregoing, a “specified transaction”), in a currency other than Dollars,
(i) the Dollar equivalent amount of a specified transaction in a currency other than Dollars shall be calculated based on the rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or any successor
page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower) for such foreign
currency, as in effect at 11:00 a.m. (London time) on the date of such specified transaction (which, in the case of any Restricted Payment, shall be deemed to be the date of the declaration thereof and, in the case of the incurrence of Indebtedness,
shall be deemed to be on the date first committed); provided, that if any Indebtedness is incurred (and, if applicable, associated Lien granted) to refinance or replace other Indebtedness denominated in a currency other than Dollars, and the
relevant refinancing or replacement 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 refinancing or replacement, such Dollar-denominated
restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of
such Indebtedness being refinanced or replaced, except by an amount equal to (x) unpaid accrued interest and premiums (including tender premiums) thereon plus other reasonable and customary fees and expenses (including upfront fees and original
issue discount) incurred in connection with such refinancing or replacement, (y) any existing commitments unutilized thereunder and (z) additional amounts permitted to be incurred under Section 6.01 and (ii) for the
avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the rate of currency exchange occurring after the time of any specified transaction so long as such specified transaction was
permitted at the time incurred, made, acquired, committed, entered or declared as set forth in clause (i). For purposes of Section 6.15(a) and the calculation of compliance with any financial ratio for purposes of taking any
action hereunder, on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rate used in preparing the financial statements delivered pursuant to
Sections 5.01(a) or (b) (or, prior to the first such delivery, the financial statements referred to in Section 3.04), as applicable, for the relevant Test Period and will, with respect to any Indebtedness, reflect the
currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of 

  
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 determination for the Dollar equivalent amount of such Indebtedness; provided that the amount of any
Indebtedness that is subject to a Debt FX Hedge shall be determined in accordance with the definition of “Consolidated Total Debt”. Notwithstanding the foregoing or anything to the contrary herein, to the extent that the Borrower would not
be in compliance with Section 6.15(a) if any Indebtedness denominated in a currency other than Dollars were to be translated into Dollars on the basis of the applicable currency exchange rate used in preparing the financial statements
delivered pursuant to Section 5.01(a) or (b), as applicable, for the relevant Test Period, but would be in compliance with Section 6.15(a) if such Indebtedness that is denominated in a currency other than in Dollars
were instead translated into Dollars on the basis of the average relevant currency exchange rates over such Test Period (taking into account the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted
hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness), then, solely for purposes of compliance with
Section 6.15(a), the First Lien Leverage Ratio as of the last day of such Test Period shall be calculated on the basis of such average relevant currency exchange rates; provided that the amount of any Indebtedness that is subject
to a Debt FX Hedge shall be determined in accordance with the definition of “Consolidated Total Debt”. 
 (b) Each provision of
this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with the Borrower’s consent to appropriately reflect a change in currency of any country and any relevant
market convention or practice relating to such change in currency. 
 Section 1.09. Cashless Rollovers. Notwithstanding anything
to the contrary contained in this Agreement or in any other Loan Document, to the extent that any Lender extends the maturity date of, or replaces, renews or refinances, any of its then-existing Loans with Incremental Loans, Replacement Term Loans,
Loans in connection with any Replacement Revolving Facility, Extended Term Loans, Extended Revolving Loans or loans incurred under a new credit facility, in each case, to the extent such extension, replacement, renewal or refinancing is effected by
means of a “cashless roll” by such Lender, such extension, replacement, renewal or refinancing shall be deemed to comply with any requirement hereunder or any other Loan Document that such payment be made “in Dollars”, “in
immediately available funds”, “in Cash” or any other similar requirement. 
 Section 1.10. Certain Calculations and
Tests. 
 (a) Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance
with any financial ratio or test (including, without limitation, Section 6.15(a) hereof, any First Lien Leverage Ratio test, any Secured Leverage Ratio test and/or any Total Leverage Ratio test) and/or any cap expressed as a percentage
of Consolidated Adjusted EBITDA or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to the consummation of any transaction in connection with any acquisition or similar Investment
(including the assumption or incurrence of Indebtedness), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, at the time of (or on the basis of the financial statements for the most
recently ended Test Period at the time of) either (A) the execution of the definitive agreement with respect to such acquisition or Investment or (B) the consummation of such acquisition or Investment, in each case, after giving effect, on
a Pro Forma Basis, to (1) the relevant acquisition or other Investment and/or any related Indebtedness (including the intended use of proceeds thereof) and (2) to the extent definitive documents in respect thereof have been executed, any
additional acquisition or Investment and/or any related Indebtedness (including the intended use of proceeds thereof) that the Borrower has elected to be treated as set forth in this clause (a). 

(b) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial
ratio or test (including, without limitation, Section 6.15(a) hereof, any First Lien Leverage Ratio test, any Secured Leverage Ratio test and/or any Total Leverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or
Consolidated Total Assets), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be,
and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after such calculation. 

  
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 (c) Notwithstanding anything to the contrary herein, with respect to any amount incurred or
transaction entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a) hereof, any First Lien Leverage Ratio
test, any Secured Leverage Ratio test and/or any Total Leverage Ratio test) (any such amount, a “Fixed Amount”) substantially concurrently with any amount incurred or transaction entered into (or consummated) in reliance on a
provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, Section 6.15(a) hereof, any First Lien Leverage Ratio test, any Secured Leverage Ratio test and/or any Total Leverage
Ratio test) (any such amount, an “Incurrence-Based Amount”), it is understood and agreed that any Fixed Amount shall be disregarded in the calculation of the financial ratio or test applicable to the relevant Incurrence-Based
Amount. 
 (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date
shall be the principal amount thereof that would be shown on a balance sheet of the Borrower dated such date prepared in accordance with GAAP. 

(e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of
interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable
currency will not be deemed to be the granting of a Lien for purposes of Section 6.02. 
 ARTICLE 2 

THE CREDITS 
 Section 2.01.
Commitments. 
 (a) Subject to the terms and conditions set forth herein, (i) each Initial Term Lender severally, and not
jointly, agrees to make Initial Term Loans to the Borrower on the Closing Date in Dollars in a principal amount not to exceed its Initial Term Loan Commitment and (ii) each Revolving Lender severally, and not jointly, agrees to make Revolving
Loans to the Borrower in Dollars at any time and from time to time on and after the Closing Date, and until the earlier of the Initial Revolving Credit Maturity Date and the termination of the Initial Revolving Credit Commitment of such Initial
Revolving Lender in accordance with the terms hereof; provided that, after giving effect to any Borrowing of Initial Revolving Loans, the Outstanding Amount of such Initial Revolving Lender’s Initial Revolving Credit Exposure shall not
exceed such Initial Revolving Lender’s Initial Revolving Credit Commitment. Within the foregoing limits and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans.
Amounts paid or prepaid in respect of the Initial Term Loans may not be reborrowed. 
 (b) Subject to the terms and conditions of this
Agreement and any applicable Refinancing Amendment or Incremental Facility Amendment, each Lender with an Additional Commitment of a given Class, severally and not jointly, agrees to make Additional Loans of such Class to the Borrower, which Loans
shall not exceed for any such Lender at the time of any incurrence thereof the Additional Commitment of such Class of such Lender as set forth in the applicable Refinancing Amendment or Incremental Facility Amendment. 

  
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 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. Each Swingline Loan shall be made in accordance with the terms and procedures set forth in Section 2.04. 

(b) Subject to Section 2.14, each Borrowing shall be comprised entirely of ABR Loans or LIBO Rate Loans as the Borrower may request
in accordance herewith; provided that each Swingline Loan shall be an ABR Loan. Each Lender at its option may make any LIBO Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided
that (i) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement, (ii) such LIBO Rate Loan shall be deemed to have been made and held by such Lender, and
the obligation of the Borrower to repay such LIBO Rate Loan shall nevertheless be to such Lender for the account of such domestic or foreign branch or Affiliate of such Lender and (iii) in exercising such option, such Lender shall use
reasonable efforts to minimize increased costs to the Borrower resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will
not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.15 shall apply);
provided, further, that no such domestic or foreign branch or Affiliate of such Lender shall be entitled to any greater indemnification under Section 2.17 in respect of any U.S. federal withholding tax with respect to such
LIBO Rate Loan than that to which the applicable Lender was entitled on the date on which such Loan was made (except in connection with any indemnification entitlement arising as a result of any Change in Law after the date on which such Loan was
made). 
 (c) At the commencement of each Interest Period for any LIBO Rate Borrowing, such LIBO Rate Borrowing shall comprise an aggregate
principal amount that is an integral multiple of $50,000 and not less than $250,000. Each ABR Borrowing when made shall be in a minimum principal amount of $50,000 and in an integral multiple of $50,000; provided that an ABR Revolving Loan
Borrowing may be made in a lesser aggregate amount that is (x) equal to the entire aggregate unused Revolving Credit Commitments or (y) required to finance the reimbursement of an LC Disbursement as contemplated by
Section 2.05(e). Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of 15 different Interest Periods in effect for LIBO Rate Borrowings at
any time outstanding (or such greater number of different Interest Periods as the Administrative Agent may agree from time to time). 
 (d)
Notwithstanding any other provision of this Agreement, the Borrower shall not, nor shall it 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 Maturity
Date applicable to the relevant Loans. 
 Section 2.03. Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan
Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in
respect of Term Loan Borrowings and/or the Revolving Loan Borrowing (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, investment or irrevocable
repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in in the form of a written
Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”))
not later than (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing
Date) and (ii) 9:00 a.m. on the requested date of any Borrowing of or conversion to 

  
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ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to
request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the
Administrative Agent not later than 1:00 p.m. five Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the
Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of
the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. 

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 LIBO Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan
to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any LIBO Rate Borrowing, no later
than one Business Day following receipt of a Borrowing Request in accordance with this Section. 
 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 on and after the Closing Date and until the Latest Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not to exceed $15,000,000; provided that (x) the Swingline Lender shall not be
required to make any Swingline Loan to refinance any outstanding Swingline Loan and (y) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the
Total Revolving Credit Commitment. Each Swingline Loan shall be in a minimum principal amount of not less than $100,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any
Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments or (y) required to finance the reimbursement of an LC Disbursement as contemplated by
Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, Swingline Loans may be borrowed, prepaid and reborrowed. To request a Swingline Loan, the Borrower shall notify the Swingline Lender
(with a copy to the Administrative Agent) of such request by delivery of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower, not later than 1:00 p.m. on the day of a proposed Swingline Loan. The
Swingline Lender shall make each Swingline Loan available to the Borrower on the same Business Day by means of a credit to the account designated in the related Borrowing Request or otherwise in accordance with the instructions of the Borrower
(including, in the case of a Swingline Loan made to finance the reimbursement of any LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank). 

(b) The Swingline Lender may by written notice given to the Administrative Agent not later than 12:00 p.m. on any Business Day require the
Revolving Lenders to purchase participations on the second Business Day following receipt of such notice 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 Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving 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 Administrative 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 any reduction or termination of the Revolving Credit 

  
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 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 effecting a wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Revolving Loans
made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this Section 2.04(b)), and the Administrative Agent shall promptly remit to
the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participation in any Swingline Loan acquired pursuant to this Section 2.04(b), and thereafter
payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower in respect of any Swingline Loan after receipt by the Swingline
Lender of the proceeds of any sale of participations therein shall be promptly remitted by the Swingline Lender to the Administrative Agent, and any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative
Agent to the Revolving Lenders that have made their payments pursuant to this Section 2.04(b) 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 the Administrative Agent, as the case may be, and thereafter to the Borrower, 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
Section 2.04(b) shall not relieve the Borrower of any default in the payment thereof. 
 (c) If any Revolving Lender fails to
make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.04 by the time specified in
Section 2.04(b), the Swingline Lender shall be entitled to recover from such Revolving Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required
to the date on which such payment is immediately available to the Swingline Lender at a rate per annum equal to the greater of the Federal Funds Effective Rate from time to time in effect and a rate determined by the Administrative Agent in
accordance with banking industry rules on interbank compensation. A certificate of the Swingline Lender submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (c) shall be
conclusive absent manifest error. 
 (d) Notwithstanding anything to the contrary contained herein, Barclays may, upon ten days’ prior
written notice to the Borrower and the Lenders, resign as Swingline Lender, which resignation shall be effective as of the date referenced in such notice (but in no event less than ten days after the delivery of such written notice). In the event of
any such resignation, the Borrower shall be entitled to appoint any Revolving Lender that is willing to accept such appointment as successor Swingline Lender hereunder. Upon the acceptance of any such appointment, the successor Swingline Lender
shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Swingline Lender, and the retiring Swingline Lender, as applicable, shall be discharged from its duties and obligations in such capacity
hereunder. In the event that the successor Swingline Lender resigns, the Borrower shall promptly repay all outstanding Swingline Loans on the effective date of such resignation (which repayment may be effectuated with the proceeds of a Borrowing).

 Section 2.05. Letters of Credit. 

(a) General. 

(i) Subject to the terms and conditions set forth herein, (i) each Issuing Bank agrees, in each case in reliance upon the
agreements of the other Revolving Lenders set forth in this Section 2.05, (A) from time to time on any Business Day during the period from the Closing Date to the fifth Business Day prior to the Latest Revolving Credit Maturity
Date, upon the request of the Borrower, to issue Letters of Credit issued on sight basis only for the account of the Borrower and/or any of its Subsidiaries (provided that the Borrower will be the applicant) and to amend or renew Letters of
Credit previously issued by it, in accordance with Section 2.05(b), and (B) to honor drafts under the Letters of Credit, and (ii) the Revolving Lenders severally agree to participate in the Letters of Credit issued pursuant to
Section 2.05(d). 

  
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 (ii) No Issuing Bank shall 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 Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction
over such Issuing Bank shall prohibit, or request 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 Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not
applicable on the Closing Date and which such Issuing Bank in good faith deems material to it; 
 (B) the issuance of such
Letter of Credit would not violate one or more policies of such Issuing Bank applicable generally to all letters of credit issued by it; 

(C) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated
amount less than $10,000; 
 (D) such Letter of Credit is to be denominated in a currency other than Dollars; and 

(E) such Letter of Credit contains any provision for automatic reinstatement of the stated amount after any drawing thereunder.

 (iii) No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank
would have no obligation at such time to issue the Letter of Credit in its amended form in accordance with the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment thereto. 

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of any Letter of Credit, the Borrower
shall deliver to the applicable Issuing Bank and the Administrative Agent, at least three Business Days in advance of the requested date of issuance (or such shorter period as is acceptable to the applicable Issuing Bank or, in the case of any
issuance to be made on the Closing Date, one Business Day prior to the Closing Date), a Letter of Credit Request. To request an amendment, extension or renewal of an outstanding Letter of Credit, (other than any automatic extension of a Letter of
Credit permitted under Section 2.05(c)) the Borrower shall submit a Letter of Credit Request to the applicable Issuing Bank selected by the Borrower (with a copy to the Administrative Agent) at least three Business Days in advance of the
requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended, extended or renewed, and specifying the proposed date (which shall be a
Business Day) and other details of the amendment, extension or renewal. If requested by the applicable Issuing Bank in connection with any request for any Letter of Credit, the Borrower also shall submit a letter of credit application on such
Issuing Bank’s standard form. 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 applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. No Letter of Credit, letter of credit application or other document entered into by the
Borrower with any Issuing Bank relating to any Letter of Credit shall contain any representation or warranty, covenant or event of default not set forth in this Agreement (and to the extent 

  
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 inconsistent herewith shall be rendered null and void (or reformed automatically without further action by
any Person to conform to the terms of this Agreement), and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise
consistent with those set forth in this Agreement (and, to the extent inconsistent herewith, shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any
Person). No Letter of Credit may be issued, amended, extended or renewed unless (and on the issuance, amendment, extension or renewal of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such
issuance, amendment, extension, or renewal (i) (A) the LC Exposure does not exceed the Letter of Credit Sublimit, (B) with respect to any Letter of Credit issued by Barclays, the aggregate undrawn amount (plus unpaid LC Disbursements)
of all outstanding Letters of Credit issued by Barclays does not exceed $10,000,000 and (C) with respect to any Letter of Credit to be issued by HSBC, the aggregate undrawn amount (plus unpaid LC Disbursements) of all outstanding Letters of
Credit issued by HSBC does not exceed $5,000,000, (ii) (A) the aggregate amount of the Initial Revolving Credit Exposure shall not exceed the aggregate amount of the Initial Revolving Credit Commitments then in effect, (B) the
aggregate amount of the Additional Revolving Credit Exposure attributable to any Class of Additional Revolving Credit Commitments does not exceed the aggregate amount of the Additional Revolving Credit Commitments of such Class then in effect and
(C) if such Letter of Credit has a term that extends beyond the Maturity Date applicable to the Revolving Credit Commitments of any Class, the aggregate amount of the LC Exposure attributable to Letters of Credit expiring after such Maturity
Date does not exceed the aggregate amount of the Revolving Credit Commitments then in effect that are scheduled to remain in effect after such Maturity Date and (iii) with respect to any Letter of Credit to be issued by Barclays or HSBC, any
such Letter of Credit is a Standby Letter of Credit. 
 (c) Expiration Date. 

(i) No Standby Letter of Credit shall expire later than the earlier of (A) the date that is one year after the date of the
issuance of such Standby Letter of Credit and (B) the date that is five Business Days prior to the Latest Revolving Credit Maturity Date; provided that, any Standby Letter of Credit may provide for the automatic extension thereof for any
number of additional periods of up to one year in duration (which additional periods shall not extend beyond the date referred to in the preceding clause (B) unless 100% of the then-available face amount thereof is Cash collateralized or
backstopped on or before the date that such Letter of Credit is extended beyond the date referred to in clause (B) above pursuant to arrangements reasonably satisfactory to the relevant Issuing Bank). 

(ii) No Commercial Letter of Credit shall expire later than the earlier to occur of (A) 180 days after the issuance
thereof and (B) the date that is five Business Days prior to the Latest Revolving Credit Maturity Date. 
 (d) Participations. By
the issuance of any Letter of Credit (or an amendment to any Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Revolving Lenders, the applicable Issuing Bank hereby
grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Revolving Credit Percentage of the aggregate amount
available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing
Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, 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 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 Event of Default or reduction or termination of the Revolving Credit Commitments, and
that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 

  
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 (e) Reimbursement. 

(i) If the applicable Issuing Bank makes any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse
such LC Disbursement by paying to the Administrative Agent (or, in the case of Commercial Letters of Credit, the applicable Issuing Bank) an amount equal to such LC Disbursement not later than (A) if the Borrower receives notice of such LC
Disbursement under paragraph (g) of this Section before 1:00 p.m. on any Business Day, 2:00 p.m. on the Business Day immediately following the date on which the Borrower receives notice of such LC Disbursement or (B) if the Borrower
receives notice of such LC Disbursement under paragraph (g) of this Section after 1:00 p.m. on any Business Day, not later than 2:00 p.m. two Business Days after the date on which the Borrower receives notice of such LC Disbursement;
provided that the Borrower may, without satisfying the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with an ABR Revolving Loan Borrowing (any such Revolving Loan
Borrowing, a “Letter of Credit Reimbursement Loan”) in an equivalent amount and, to the extent so financed, the obligation of the Borrower to make such payment shall be discharged and replaced by the resulting ABR Revolving Loan
Borrowing (it being understood and agreed that the Borrower may also request a Swingline Loan to reimburse such LC Disbursement in accordance with Section 2.04, subject, in the case of any such Swingline Loan, to the satisfaction of the
applicable conditions set forth in Section 4.02). If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower
in respect thereof and such Revolving Lender’s Applicable Revolving Credit Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Revolving Credit Percentage of
the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of
the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower
pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such
Revolving Lenders and such Issuing Bank as their interests may appear. 
 (ii) If any Revolving Lender fails to make
available to the Administrative Agent for the account of the applicable Issuing Bank any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.05(d) by the time specified therein, such
Issuing Bank shall be entitled to recover from such Revolving Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is
immediately available to such Issuing Bank at a rate per annum equal to the greater of the Federal Funds Effective Rate from time to time in effect and a rate determined by the Administrative Agent in accordance with banking industry rules on
interbank compensation. A certificate of the applicable Issuing Bank submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (ii) shall be conclusive absent manifest error.

 (f) Obligations Absolute. The obligation of the Borrower to reimburse LC Disbursements as provided in paragraph (e) of
this Section shall be absolute and unconditional 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
any 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 applicable Issuing Bank under any 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,
constitute a legal or equitable discharge of, or provide a right of setoff against, the obligations of the Borrower hereunder. Neither the 

  
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 Administrative Agent, the Revolving Lenders nor any Issuing Bank, nor any of their respective 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 such Issuing Bank; provided that the foregoing shall not be construed to excuse such Issuing Bank from liability to the
Borrower to the extent of any direct damages suffered by the Borrower that are caused by such 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, bad faith or willful misconduct on the part of applicable Issuing Bank (as finally determined by a court of competent jurisdiction), such 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 which appear on their face to be in substantial
compliance with the terms of any Letter of Credit, the applicable 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 applicable Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting
to represent a demand for payment under a Letter of Credit. Such Issuing Bank shall promptly notify the Administrative Agent and the Borrower by electronic means upon any LC Disbursement thereunder; provided that no failure to give or delay
in giving such notice shall relieve the Borrower of its obligation to reimburse such Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement. 

(h) Interim Interest. If any Issuing Bank makes any LC Disbursement, unless the Borrower reimburses 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 (or the date on which
such LC Disbursement is reimbursed with the proceeds of Loans, as applicable), at the rate per annum then applicable to Initial Revolving Loans that are ABR Loans (or, to the extent of the participation in such LC Disbursement by any Revolving
Lender of another Class, the rate per annum then applicable to the Revolving Loans of such other Class); provided that if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section,
then Section 2.13(d) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to
paragraph (e) of this Section to reimburse such Issuing Bank shall be for the account of such Revolving Lender to the extent of such payment and shall be payable on the date on which the Borrower is required to reimburse the applicable
LC Disbursement in full (and, thereafter, on demand). 
 (i) Replacement or Resignation of an Issuing Bank or Designation of New Issuing
Banks. 
 (i) Any Issuing Bank may be replaced with the consent of the Administrative Agent (not to be unreasonably
withheld or delayed) at any time by written agreement among the Borrower, the Administrative Agent and the successor Issuing Bank. The Administrative Agent shall notify the Revolving Lenders of any such replacement of an Issuing Bank. At the time
any such replacement becomes effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b)(ii). From and after the effective date of any such replacement, (i) the
successor Issuing Bank shall have all the rights and obligations of the replaced 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 

  
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 require. After the replacement of any Issuing Bank hereunder, the replaced Issuing Bank
shall remain a party hereto and shall continue to have all the rights and obligations of an 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. The Borrower may, at any time and from time to time with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and the relevant Revolving Lender, designate one or more additional
Revolving Lenders to act as an issuing bank under the terms of this Agreement. Any Revolving Lender designated as an issuing bank pursuant to this paragraph (i) who agrees in writing to such designation shall be deemed to be an
“Issuing Bank” (in addition to being a Revolving Lender) in respect of Letters of Credit issued or to be issued by such Revolving Lender, and, with respect to such Letters of Credit, such term shall thereafter apply to the other Issuing
Bank and such Revolving Lender. 
 (ii) Notwithstanding anything to the contrary contained herein, any Issuing Bank may, upon
ten days’ prior written notice to the Borrower, each other Issuing Bank and the Lenders, resign as Issuing Bank, which resignation shall be effective as of the date referenced in such notice (but in no event less than ten days after the
delivery of such written notice); it being understood that in the event of any such resignation, any Letter of Credit then outstanding shall remain outstanding (irrespective of whether any amounts have been drawn at such time). In the event of any
such resignation as an Issuing Bank, the Borrower shall be entitled to appoint any Revolving Lender that accepts such appointment in writing as successor Issuing Bank. Upon the acceptance of any appointment as Issuing Bank hereunder, the successor
Issuing Bank shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Issuing Bank, and the retiring Issuing Bank shall be discharged from its duties and obligations in such capacity hereunder.

 (j) Cash Collateralization. 

(i) If any Event of Default exists and the Loans have been declared due and payable in accordance with Article 7 hereof,
then on the Business Day on which the Borrower receives notice from the Administrative Agent at the direction of the Required Revolving Lenders demanding the deposit of Cash collateral pursuant to this paragraph (i), the Borrower shall
deposit, in an interest-bearing account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders (the “LC Collateral Account”), an amount in Cash equal to 100% of the LC
Exposure as of such date (minus the amount then on deposit in the LC Collateral Account); 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 Section 7.01(f) or (g). 

(ii) Any such deposit under clause (i) above shall be held by the Administrative Agent as collateral for the
payment and performance of the Secured Obligations in accordance with the provisions of this paragraph (j). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account,
and the Borrower hereby grants the Administrative Agent, for the benefit of the Secured Parties, a First Priority security interest in the LC Collateral Account. Interest or profits, if any, on such investments shall accumulate in such account.
Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable 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 Secured Obligations. 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 (together with all interest and other earnings with respect thereto, to the extent not applied as aforesaid)
shall be returned to the Borrower promptly but in no event later than three Business Days after such Event of Default has been cured or waived. 

  
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 Section 2.06. [Reserved]. 

Section 2.07. Funding of Borrowings. 

(a) Each Lender shall make each Loan to be made by it hereunder not later than (i) 1:00 p.m., in the case of LIBO Rate Loans, and
(ii) 2:00 p.m., in the case of ABR Loans (or, in the case of ABR Loans requested on the date of the applicable Borrowing, 5:30 p.m.), in each case on the Business Day specified in the applicable Borrowing Request by wire transfer of immediately
available funds to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders in an amount equal to such Lender’s respective Applicable Percentage; provided that Swingline Loans shall
be made as provided in Section 2.04. The Administrative Agent will make such Loans available to the Borrower by . promptly crediting the amounts so received on the same Business Day, in like funds, to the account designated in the
relevant Borrowing Request or as otherwise directed by the Borrower; provided that ABR Revolving Loans made to finance the reimbursement of any LC Disbursement as provided in Section 2.05(e) shall be remitted by the Administrative
Agent to the applicable Issuing Bank. 
 (b) Unless the Administrative Agent has received notice from any Lender that such Lender will not
make available to the Administrative Agent such Lender’s share of any Borrowing prior to the proposed date of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with
paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if any Lender has not in fact made its share of the applicable Borrowing available to the
Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand (without duplication) such corresponding amount with interest thereon, for each day from and including the date
such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to Loans comprising such Borrowing at such time. If such Lender pays such amount to the Administrative Agent,
then such amount shall constitute such Lender’s Loan included in such Borrowing, and the obligation of the Borrower to repay the Administrative Agent such corresponding amount pursuant to this Section 2.07(b) shall cease. If the
Borrower pays such amount to the Administrative Agent, the amount so paid shall constitute a repayment of such Borrowing by such amount. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to
prejudice any rights which the Administrative Agent or the Borrower or any other Loan Party may have against any Lender as a result of any default by such Lender hereunder. 

Section 2.08. Type; Interest Elections. 

(a) Each Borrowing shall initially be of the Type specified in the applicable Borrowing Request and, in the case of any LIBO Rate Borrowing,
shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing, may
elect Interest Periods therefor, all as provided in this Section. 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
based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued. 

(b) To make an election pursuant to this Section, the Borrower shall deliver an Interest Election Request, appropriately completed and signed
by a Responsible Officer of the Borrower of the applicable election to the Administrative Agent. 

  
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 (c) If any such Interest Election Request requests a LIBO Rate 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 Administrative Agent shall advise each applicable 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 LIBO Rate Borrowing prior to the end of the Interest
Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period to an ABR Borrowing. Notwithstanding anything to the contrary herein, if an Event of Default
exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as such Event of Default exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and
(ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto. 

Section 2.09. Termination and Reduction of Commitments. 

(a) Unless previously terminated, (i) the Initial Term Loan Commitments on the Closing Date shall automatically terminate upon the making
of the Initial Term Loans on the Closing Date, (ii) the Initial Revolving Credit Commitments shall automatically terminate on the Initial Revolving Credit Maturity Date, (iii) the Additional Term Loan Commitments of any Class shall
automatically terminate upon the making of the Additional Term Loans of such Class and, if any such Additional Term Loan Commitment is not drawn on the date that such Additional Term Loan Commitment is required to be drawn pursuant to the applicable
Refinancing Amendment or Incremental Facility Amendment, the undrawn amount thereof shall automatically terminate and (iv) the Additional Revolving Credit Commitments of any Class shall automatically terminate on the Maturity Date specified
therefor in the applicable Refinancing Amendment or Incremental Facility Amendment. 
 (b) Upon delivery of the notice required by
Section 2.09(c), the Borrower may at any time terminate or from time to time reduce, the Revolving Credit Commitments of any Class; provided that (i) each reduction of the Revolving Credit Commitments of any Class shall be in
an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Credit Commitments of any Class if, after giving effect to any concurrent prepayment of
Revolving Loans and Swingline Loans, the aggregate amount of the Revolving Credit Exposure attributable to the Revolving Credit Commitments of such Class would exceed the aggregate amount of the Revolving Credit Commitments of such Class;
provided that, after the establishment of any Additional Revolving Credit Commitment, any such termination or reduction of the Revolving Credit Commitments of any Class shall be subject to the provisions set forth in Section 2.22,
2.23 and/or 9.02, as applicable. 
 (c) The Borrower shall notify the Administrative Agent of any election to terminate or
reduce any Revolving Credit Commitment under paragraph (b) of this Section in writing at least three Business Days prior to the effective date of such termination or reduction (or such later date to which the Administrative Agent may
agree), specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Revolving Lenders of each applicable Class of the contents thereof. Each notice delivered by
the Borrower pursuant to this Section shall be irrevocable; provided that any such notice may state that it is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the Borrower (by notice to
the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of any Revolving Credit Commitment pursuant to this Section 2.09 shall be permanent. Upon any
reduction of any Revolving Credit Commitment, the Revolving Credit Commitment of each Revolving Lender of the relevant Class shall be reduced by such Revolving Lender’s Applicable Percentage of such reduction amount. 

  
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 Section 2.10. Repayment of Loans; Evidence of Debt. 

(a) (i) The Borrower hereby unconditionally promises to repay the outstanding principal amount of the Initial Term Loans to the
Administrative Agent for the account of each Term Lender (i) commencing September 30, 2016, on the last Business Day of each March, June, September and December prior to the Initial Term Loan Maturity Date (each such date being referred to
as a “Loan Installment Date”), in each case in an amount equal to 0.25% of the original principal amount of the Initial Term Loans (as such payments may be reduced from time to time as a result of the application of prepayments in
accordance with Section 2.11 and repurchases in accordance with Section 9.05(g) or increased as a result of any increase in the amount of such Initial Term Loans pursuant to Section 2.22(a)), and (ii) on the
Initial Term Loan Maturity Date, in an amount equal to the remainder of the principal amount of the Initial Term Loans outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but
excluding the date of such payment. 
 (ii) The Borrower shall repay the Additional Term Loans of any Class in such scheduled
amortization installments and on such date or dates as shall be specified therefor in the applicable Refinancing Amendment, Incremental Facility Agreement or Extension Amendment (as such payments may be reduced from time to time as a result of the
application of prepayments in accordance with Section 2.11 or repurchases in accordance with Section 9.05(g) or increased as a result of any increase in the amount of such Additional Term Loans of such Class pursuant to
Section 2.22(a)). 
 (b) (i) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for
the account of each Initial Revolving Lender, the then-unpaid principal amount of the Initial Revolving Loans of such Lender on the Initial Revolving Credit Maturity Date, (ii) to the Administrative Agent for the account of each Additional
Revolving Lender, the then-unpaid principal amount of each Additional Revolving Loan of such Additional Revolving Lender on the Maturity Date applicable thereto and (iii) to the Swingline Lender, the then unpaid principal amount of each
Swingline Loan on the Latest Revolving Credit Maturity Date. 
 (ii) On the Maturity Date applicable to the Revolving Credit
Commitments of any Class, the Borrower shall (A) cancel and return outstanding Letters of Credit (or alternatively, with respect to each outstanding Letter of Credit, furnish to the Administrative Agent a Cash deposit (or if reasonably
satisfactory to the relevant Issuing Bank, a “backstop” letter of credit) equal to 100% of the amount of the LC Exposure (minus any amount then on deposit in any Cash collateral account established for the benefit of the relevant
Issuing Bank) as of such date, in each case to the extent necessary so that, after giving effect thereto, the aggregate amount of the Revolving Credit Exposure attributable to the Revolving Credit Commitments of any other Class shall not exceed the
Revolving Credit Commitments of such other Class then in effect, (B) prepay Swingline Loans to the extent necessary so that, after giving effect thereto, the aggregate amount of the Revolving Credit Exposure attributable to the Revolving Credit
Commitments of any other Class shall not exceed the Revolving Credit Commitments of such other Class then in effect and (C) make payment in full in Cash of all accrued and unpaid fees and all reimbursable expenses and other Obligations with
respect to the Revolving Facility of the applicable Class then due, together with accrued and unpaid interest (if any) thereon. 
 (c) 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. 
 (d) The Administrative Agent shall maintain accounts in which it shall record
(i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each
Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders or the Issuing Banks and each Lender’s or Issuing Bank’s share thereof. 

  
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 (e) The entries made in the accounts maintained pursuant to paragraphs (c) or
(d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein (absent manifest error); provided that the failure of any Lender or the Administrative Agent to maintain such
accounts or any manifest 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; provided, further, that in the event of any inconsistency between
the accounts maintained by the Administrative Agent pursuant to paragraph (d) of this Section and any Lender’s records, the accounts of the Administrative Agent shall govern. 

(f) Any Lender may request that any Loan made by it be evidenced by a Promissory Note. In such event, the Borrower shall prepare, execute and
deliver a Promissory Note to such Lender payable to such Lender and its registered permitted assigns; it being understood and agreed that such Lender (and/or its applicable permitted assign) shall be required to return such Promissory Note to the
Borrower in accordance with Section 9.05(b)(iii) and upon the occurrence of the Termination Date (or as promptly thereafter as practicable). If any Lender loses the original copy of its Promissory Note, it shall execute an affidavit of
loss containing an indemnification provision reasonably satisfactory to the Borrower. 
 Section 2.11. Prepayment of Loans. 

(a) Optional Prepayments. 

(i) Upon prior notice in accordance with paragraph (a)(iii) of this Section, the Borrower shall have the right at any
time and from time to time to prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower in its sole discretion) in whole or in part without premium or penalty (but subject (A) in the case of
Borrowings of Initial Term Loans only, to Section 2.12(f) and (B) if applicable, to Section 2.16). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages of the
relevant Class. 
 (ii) Upon prior notice in accordance with paragraph (a)(iii) of this Section, the Borrower shall
have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class or any Borrowing of Swingline Loans, in whole or in part without premium or penalty (but subject to Section 2.16); provided
that (A) after the establishment of any Class of Additional Revolving Loans, any such prepayment of any Borrowing of Revolving Loans of any Class shall be subject to the provisions set forth in Section 2.22, 2.23 and/or
9.02, as applicable and (B) no Borrowing of Revolving Loans may be prepaid unless all Swingline Loans then outstanding, if any, are prepaid concurrently therewith. Each such prepayment shall be paid to the Revolving Lenders in accordance
with their respective Applicable Percentages of the relevant Class. 
 (iii) The Borrower shall notify the Administrative
Agent (and the Swingline Lender, as applicable) in writing of any prepayment under this Section 2.11(a) (i) in the case of any prepayment of any LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of
prepayment, (ii) in the case of any prepayment of an ABR Borrowing, not later than 11:00 a.m. on the day of prepayment or (iii) in the case of any prepayment of a Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in
each case, such later time as to which the Administrative Agent may reasonably agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each
Borrowing or portion or each relevant Class to be prepaid; provided that any notice of prepayment delivered by the Borrower may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the
Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to any Borrowing, the Administrative Agent shall advise the
applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of a Borrowing of the same Type and Class as provided in
Section 2.02(c), or such lesser amount that is then outstanding with respect to such Borrowing being 

  
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 repaid (and in increments of $100,000 in excess thereof or such lesser incremental amount
that is then outstanding with respect to such Borrowing being repaid). Each prepayment of Term Loans shall be applied to the Class or Classes of Term Loans specified in the applicable prepayment notice, and each prepayment of Term Loans of such
Class or Classes made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class or Classes in the manner specified by the Borrower or, in
the absence of any such specification on or prior to the date of the relevant optional prepayment, in direct order of maturity. 
 (b)
Mandatory Prepayments. 
 (i) No later than the fifth Business Day after the date on which the financial statements
with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 2016, the Borrower shall prepay the outstanding principal amount of
Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment
Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower, its Restricted Subsidiaries and the Consolidated APCs for the Excess Cash Flow Period then ended, minus (B) at the option
of the Borrower, (x) the aggregate principal amount of any Term Loans and/or Revolving Loans prepaid pursuant to Section 2.11(a) prior to such date, (y) the aggregate principal amount of any loans under the Second Lien Facility
(including any Additional Loans (as defined in the Second Lien Credit Agreement or any other document governing any Second Lien Facility)) prepaid pursuant to Section 2.11(a) of the Second Lien Credit Agreement (or equivalent provision
under any other document governing any Second Lien Facility) prior to such date (to the extent the relevant voluntary prepayments are permitted by the terms of this Agreement) and the aggregate principal amount of Incremental Equivalent Debt and/or
Replacement Debt that is secured on a pari passu basis with the Secured Obligations or on a pari passu basis with the Second Lien Facility voluntarily prepaid, repurchased, redeemed or otherwise retired prior to such date and
(z) (1) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) and/or
(2) to the extent permitted by the terms of this Agreement, the amount of any reduction in the outstanding amount of any loans under the Second Lien Facility resulting from any assignment made in accordance with Section 9.05(g) of
the Second Lien Credit Agreement (or equivalent provision under any other document governing any Second Lien Facility) (including in connection with any Dutch Auction (as defined in the Second Lien Credit Agreement)) prior to the date such payment
is due and, in each case under this clause (z), based upon the actual amount of cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount
required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans, to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all
such prepayments, to the extent that such prepayments were not financed with the proceeds of other Indebtedness (other than revolving Indebtedness) of the Borrower or its Restricted Subsidiaries); provided that no prepayment under this
Section 2.11(b) shall be required unless and to the extent that the amount thereof exceeds $5,000,000; provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted
Subsidiary of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation that is secured on a first lien basis pursuant to the terms of the documentation governing such
Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF
Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and the relevant Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount
allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable 

  
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 Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF
Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that
would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness
prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. 

(ii) No later than the fifth Business Day following the receipt of Net Proceeds in respect of any Prepayment Asset Sale or Net
Insurance/Condemnation Proceeds, in each case, in excess of $15,000,000 in any Fiscal Year, the Borrower shall apply an amount equal to 100% of the Net Proceeds or Net Insurance/Condemnation Proceeds received with respect thereto in excess of such
threshold (collectively, the “Subject Proceeds”) to prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements (the “Subject Loans”) in
accordance with clause (vi) below; provided that (A) if prior to the date any such prepayment is required to be made, the Borrower notifies the Administrative Agent of its intention to reinvest the Subject Proceeds in the
business of the Borrower and/or any subsidiary and/or Affiliated Practice (to the extent such Investment is permitted or not restricted under Section 6.06) (other than in Cash or Cash Equivalents), then so long as no Event of Default
then exists, the Borrower shall not be required to make a mandatory prepayment under this clause (ii) in respect of the Subject Proceeds to the extent (x) the Subject Proceeds are so reinvested within 365 days following receipt
thereof, or (y) the Borrower or any of its subsidiaries has committed to so reinvest the Subject Proceeds during such 365-day period and the Subject Proceeds are so reinvested within 180 days after the expiration of such 365-day period; it
being understood that if the Subject Proceeds have not been so reinvested prior to the expiration of the applicable period, the Borrower shall promptly prepay the Subject Loans with the amount of Subject Proceeds not so reinvested as set forth above
(without regard to the immediately preceding proviso) and (B) if, at the time that any such prepayment would be required hereunder, the Borrower or any of its Restricted Subsidiaries is required to repay or repurchase any Other Applicable
Indebtedness (or offer to repurchase such Other Applicable Indebtedness), then the relevant Person may apply the Subject Proceeds on a pro rata basis to the prepayment of the Subject Loans and to the repurchase or repayment of the Other Applicable
Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Subject Loans and the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such
time); it being understood that (1) the portion of the Subject Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of the Subject Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to
the terms thereof (and the remaining amount, if any, of the Subject Proceeds shall be allocated to the Subject Loans in accordance with the terms hereof), and the amount of the prepayment of the Subject Loans that would have otherwise been required
pursuant to this Section 2.11(b)(ii) shall be reduced accordingly and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly
(and in any event within ten Business Days after the date of such rejection) be applied to prepay the Subject Loans in accordance with the terms hereof. 

(iii) In the event that the Borrower or any of its Restricted Subsidiaries receives Net Proceeds from the issuance or
incurrence of Indebtedness by the Borrower or any of its Restricted Subsidiaries (other than Indebtedness that is permitted to be incurred under Section 6.01, except to the extent the relevant Indebtedness constitutes
(A) Refinancing Indebtedness (including Replacement Debt) incurred to refinance all or a portion of any Class of Term Loans pursuant to Section 6.01(p), (B) Incremental Loans incurred to refinance all or a portion of any Class
of Term Loans pursuant to Section 2.22, (C) Replacement Term Loans incurred to refinance all or any portion of any Class of Term Loans in accordance with the requirements of Section 9.02(c) and/or (D) Incremental
Equivalent Debt incurred to finance all or a portion of the Loans in accordance with the requirements of 

  
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 Section 6.01(z), in each case to the extent required by the terms thereof to
prepay or offer to prepay such Indebtedness), the Borrower shall, promptly upon (and in any event not later than two Business Days thereafter) the receipt thereof of such Net Proceeds by the Borrower or its applicable Restricted Subsidiary, apply an
amount equal to 100% of such Net Proceeds to prepay the outstanding principal amount of the relevant Class or Classes of Term Loans in accordance with clause (vi) below. 

(iv) Notwithstanding anything in this Section 2.11(b) to the contrary: 

(A) the Borrower shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections
2.11(b)(i) or (ii) above to the extent that the relevant Excess Cash Flow is generated by any Foreign Subsidiary, the relevant Prepayment Asset Sale is consummated by any Foreign Subsidiary or the relevant Net Insurance/Condemnation
Proceeds are received by any Foreign Subsidiary, as the case may be, for so long as the repatriation to the Borrower of any such amount would be prohibited or delayed under any Requirement of Law or conflict with the fiduciary duties of such Foreign
Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary
(it being understood and agreed that (i) solely within 365 days following the end of the applicable Excess Cash Flow Period or the event giving rise to the relevant Subject Proceeds, the Borrower shall take all commercially reasonable actions
required by applicable Requirements of Law to permit such repatriation and (ii) if the repatriation of the relevant affected Excess Cash Flow or Subject Proceeds, as the case may be, is permitted under the applicable Requirement of Law and, to
the extent applicable, would no longer conflict with the fiduciary duties of such director, or result in, or be reasonably expected to result in, a material risk of personal or criminal liability for the Persons described above, in either case,
within 365 days following the end of the applicable Excess Cash Flow Period or the event giving rise to the relevant Subject Proceeds, the relevant Foreign Subsidiary will promptly repatriate the relevant Excess Cash Flow or Subject Proceeds, as the
case may be, and the repatriated Excess Cash Flow or Subject Proceeds, as the case may be, will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional Taxes payable or reserved against such
Excess Cash Flow or such Subject Proceeds as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.11(b) to the extent required herein (without regard to this clause (iv))), 

(B) the Borrower shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections
2.11(b)(i) or (ii) to the extent that the relevant Excess Cash Flow is generated by any joint venture or the relevant Subject Proceeds are received by any joint venture, in each case, for so long as the distribution to the Borrower
of such Excess Cash Flow or Subject Proceeds would be prohibited under the Organizational Documents governing such joint venture; it being understood that if the relevant prohibition ceases to exist within the 365-day period following the end of the
applicable Excess Cash Flow Period or the event giving rise to the relevant Subject Proceeds, the relevant joint venture will promptly distribute the relevant Excess Cash Flow or the relevant Subject Proceeds, as the case may be, and the distributed
Excess Cash Flow or Subject Proceeds, as the case may be, will be promptly (and in any event not later than two Business Days after such distribution) applied to the repayment of the Term Loans pursuant to this Section 2.11(b) to the
extent required herein (without regard to this clause (iv)), and 

  
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 (C) if the Borrower determines in good faith that the repatriation (or other
intercompany distribution) to the Borrower, directly or indirectly, from a Foreign Subsidiary as a distribution or dividend of any amounts required to mandatorily prepay the Term Loans pursuant to Sections 2.11(b)(i) or (ii) above
would result in a material and adverse Tax liability (including any withholding Tax) (such amount, a “Restricted Amount”), the amount that the Borrower shall be required to mandatorily prepay pursuant to Sections 2.11(b)(i)
or (ii) above, as applicable, shall be reduced by the Restricted Amount; provided that to the extent that the repatriation (or other intercompany distribution) of the relevant Subject Proceeds or Excess Cash Flow, directly or
indirectly, from the relevant Foreign Subsidiary would no longer have a material adverse tax consequence within the 365-day period following the event giving rise to the relevant Subject Proceeds or the end of the applicable Excess Cash Flow Period,
as the case may be, an amount equal to the Subject Proceeds or Excess Cash Flow, as applicable and to the extent available, not previously applied pursuant to this clause (C), shall be promptly applied to the repayment of the Term Loans
pursuant to Section 2.11(b) as otherwise required above; 
 (v) Any Term Lender may elect, by notice to the
Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Term Loans required to be made by the Borrower pursuant to this Section 2.11(b), to decline all (but not a
portion) of its Applicable Percentage of such prepayment (such declined amounts, the “Declined Proceeds”), in which case such Declined Proceeds shall first be applied to any mandatory prepayment required under
Section 2.11(b) of the Second Lien Credit Agreement (or equivalent provision under any other document governing any Second Lien Facility) and any mandatory prepayment required with respect to any “Incremental Loans”,
“Extended Loans” and/or “Replacement Loans” (in each case, as defined under the Second Lien Credit Agreement or any equivalent term under any Second Lien Facility); provided that (A) in the event that any lender under
the Second Lien Facility elects to decline (or otherwise waives) receipt of such Declined Proceeds in accordance with the terms of the Second Lien Credit Agreement, the remaining amount thereof may be retained by the Borrower and (B) for the
avoidance of doubt, no Lender may reject any prepayment made under Section 2.11(b)(iii) above to the extent that such prepayment is made with the Net Proceeds of (w) Refinancing Indebtedness (including Replacement Debt) incurred to
refinance all or a portion of the Term Loans pursuant to Section 6.01(p), (x) Incremental Loans incurred to refinance all or a portion of the Term Loans pursuant to Section 2.22, (y) Replacement Term Loans incurred
to refinance all or any portion of the Term Loans in accordance with the requirements of Section 9.02(c) and/or (z) Incremental Equivalent Debt incurred to finance all or a portion of the Loans in accordance with the requirements of
Section 6.01(z). If any Lender fails to deliver a notice to the Administrative Agent of its election to decline receipt of its Applicable Percentage of any mandatory prepayment within the time frame specified by the Administrative Agent,
such failure will be deemed to constitute an acceptance of such Lender’s Applicable Percentage of the total amount of such mandatory prepayment of Term Loans. 

(vi) Except as otherwise contemplated by this Agreement or provided in, or intended with respect to, any Refinancing Amendment,
any Incremental Facility Amendment, any Extension Amendment or any issuance of Replacement Debt (provided, that such Refinancing Amendment, Incremental Facility Amendment or Extension Amendment may not provide that the applicable Class of
Term Loans receive a greater than pro rata portion of mandatory prepayments of Term Loans pursuant to Section 2.11(b) than would otherwise be permitted by this Agreement), in each case effectuated or issued in a manner consistent with
this Agreement, each prepayment of Term Loans pursuant to Section 2.11(b) shall be applied ratably to each Class of Term Loans then outstanding which is pari passu with the Initial Term Loans in right of payment and with respect
to security (provided that any prepayment of Term Loans with the Net Proceeds of any Refinancing Indebtedness, Incremental Term Facility or Replacement Term Loans shall be applied to the applicable Class of Term Loans being refinanced or
replaced). With respect to each relevant Class of Term Loans, all accepted prepayments under this Section 2.11(b) shall be applied against the remaining scheduled installments of principal due in respect of such Term Loans as directed by
the Borrower (or, in the absence of direction from the Borrower, to the remaining scheduled amortization payments in respect of such Term Loans in direct order of maturity), and each such prepayment shall be paid to the Term Lenders in accordance
with their respective Applicable Percentage of the 

  
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 applicable Class. If no Lender exercises the right to waive a prepayment of the Term Loans
pursuant to Section 2.11(b)(v), the amount of such mandatory prepayment shall be applied first to the then outstanding Term Loans that are ABR Loans to the full extent thereof and then to the then outstanding Term Loans that are LIBO
Rate Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16. 

(vii) (A) In the event that the Revolving Credit Exposure of any Class exceeds the amount of the Revolving Credit
Commitment of such Class then in effect, the Borrower shall, within five Business Days of receipt of notice from the Administrative Agent, prepay the Revolving Loans or Swingline Loans and/or reduce LC Exposure in an aggregate amount sufficient to
reduce such Revolving Credit Exposure as of the date of such payment to an amount not to exceed the Revolving Credit Commitment of such Class then in effect by taking any of the following actions as it shall determine at its sole discretion:
(x) prepaying Revolving Loans or Swingline Loans or (y) with respect to any excess LC Exposure, depositing Cash in a Cash collateral account established for the benefit of the relevant Issuing Bank or “backstopping” or replacing
the relevant Letters of Credit, in each case, in an amount equal to 100% of such excess LC Exposure (minus any amount then on deposit in any Cash collateral account established for the benefit of the relevant Issuing Bank). 

(B) Each prepayment of any Revolving Loan Borrowing under this Section 2.11(b)(vii) shall be paid to the Revolving
Lenders in accordance with their respective Applicable Percentages of the applicable Class. 
 (viii) Prepayments made under this
Section 2.11(b) shall be (A) accompanied by accrued interest as required by Section 2.13, (B) subject to Section 2.16 and (C) in the case of prepayments of Initial Term Loans under clause
(iii) above as part of a Repricing Transaction, subject to Section 2.12(f) (but shall otherwise be without premium or penalty). 

Section 2.12. Fees. 

(a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting
Lender) a commitment fee, which shall accrue at a rate equal to the Commitment Fee Rate per annum applicable to the Revolving Credit Commitments of such Class on the average daily amount of the unused Revolving Credit Commitment of such Class of
such Revolving Lender during the period from and including the Closing Date to the date on which such Lender’s Revolving Credit Commitment of such Class terminates. Accrued commitment fees shall be payable in arrears on the last Business Day of
each March, June, September and December (commencing September 30, 2016) for the quarterly period then ended (or, in the case of the payment made on September 30, 2016, for the period from the Closing Date to such date), and on the date on
which the Revolving Credit Commitments of the applicable Class terminate. For purposes of calculating the commitment fee only, the Revolving Credit Commitment of any Class of any Revolving Lender shall be deemed to be used to the extent of Revolving
Loans of such Class of such Revolving Lender and the LC Exposure of such Revolving Lender attributable to its Revolving Credit Commitment of such Class, and no portion of the Revolving Credit Commitment of any Class shall be deemed used as a result
of outstanding Swingline Loans. 
 (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving
Lender of any Class a participation fee with respect to its participations in Letters of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to Revolving Loans of such Class that are LIBO Rate Loans on
the daily face amount of such Lender’s LC Exposure attributable to its Revolving Credit Commitment of such Class (excluding any portion thereof that is attributable to unreimbursed LC Disbursements), during the period from and including the
Closing Date to the earlier of (A) the later of the date on which such Revolving Lender’s Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure attributable to its
Revolving Credit Commitment of such Class and (B) the Termination Date, and (ii) to each Issuing Bank, for its own account, a 

  
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fronting fee, in respect of each Letter of Credit issued by such Issuing Bank for the period from the date of issuance of such Letter of Credit to the earlier of (A) the expiration date of
such Letter of Credit, (B) the date on which such Letter of Credit terminates or (C) the Termination Date), computed at a rate equal to the rate agreed by such Issuing Bank and the Borrower (but in any event not to exceed 0.125% per
annum) of the daily face amount of such Letter of Credit, as well as such 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 accrue to but excluding the last Business Day of each March, June, September and December and be payable in arrears for the quarterly period then ended (or, in the case of the payment made on September 30, 2016, for
the period from the Closing Date to such date) on the last Business Day of each March, June, September and December (commencing, if applicable, September 30, 2016); provided that all such fees shall be payable on the date on which the
Revolving Credit Commitments of the applicable Class terminate, and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to any Issuing
Bank pursuant to this paragraph shall be payable within 30 days after receipt of a written demand (accompanied by reasonable back-up documentation) therefor. 

(c) [Reserved]. 
 (d) The Borrower
agrees to pay to the Administrative Agent, for its own account, the annual administration fee described in the Fee Letter. 
 (e) All fees
payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to any Issuing Bank). Fees paid shall not be refundable
under any circumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment date. 

(f) In the event that, on or prior to the date that is 12 months after the Closing Date, the Borrower (A) prepays, repays, refinances,
substitutes or replaces any Initial Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to Section 2.11(b)(iii) that constitutes a Repricing Transaction), or
(B) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Initial Term
Lenders, (I) in the case of clause (A), a premium of 1.00% of the aggregate principal amount of the Initial Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (B), a fee equal to
1.00% of the aggregate principal amount of the Initial Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is 12 months after the Closing Date, all or any
portion of the Initial Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise
consenting to any waiver, consent, modification or amendment referred to in clause (B) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at
101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. 

(g) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the
actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of a fee hereunder shall be conclusive and binding for all purposes, absent manifest error. 

  
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 Section 2.13. Interest. 

(a) The Term Loans, Revolving Loans and Swingline Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate
plus the Applicable Rate. 
 (b) The Term Loans and Revolving Loans comprising each LIBO Rate Borrowing shall bear interest at the
LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate. 
 (c) [Reserved]. 

(d) Notwithstanding the foregoing but in all cases subject to Section 9.05(f), if any principal of or interest on any Term Loan or
Revolving Loan, any LC Disbursement or any fee payable by the Borrower hereunder is not, in each case, paid or reimbursed when due, whether at stated maturity, upon acceleration or otherwise, the relevant overdue amount shall bear interest, to the
fullest extent permitted by applicable Requirements of Law, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal or interest of any Term Loan, Revolving Loan or unreimbursed LC Disbursement, 2.00%
plus the rate otherwise applicable to such Term Loan, Revolving Loan or LC Disbursement as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Revolving
Loans that are ABR Loans as provided in paragraph (a) of this Section; provided that no amount shall accrue pursuant to this Section 2.13(d) on any overdue amount, reimbursement obligation in respect of any LC
Disbursement or other amount payable to a Defaulting Lender so long as such Lender is a Defaulting Lender. 
 (e) Accrued interest on each
Term Loan, Revolving Loan and Swingline Loan shall be payable in arrears on each Interest Payment Date for such Term Loan, Revolving Loan or Swingline Loan and (i) on the Maturity Date applicable to such Loan, (ii) in the case of a
Revolving Loan of any Class, upon termination of the Revolving Credit Commitments of such Class and (iii) in the case of any Swingline Loan, upon termination of all of the Revolving Credit Commitments, as applicable; provided that
(A) interest accrued pursuant to paragraph (d) of this Section shall be payable on demand, (B) in the event of any repayment or prepayment of any Term Loan, Revolving Loan, (other than an ABR Revolving Loan of any Class prior
to the termination of the Revolving Credit Commitments of such Class) or Swingline Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (C) in the event of any
conversion of any LIBO Rate Loan prior to the end of the current Interest Period therefor, accrued interest on such Term Loan or Revolving Loan shall be payable on the effective date of such conversion. 

(f) 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 LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. Interest shall accrue on each Loan for the day
on which the Loan is made and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall bear interest for one
day. 
 Section 2.14. Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period
for a LIBO Rate Borrowing: 
 (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that
adequate and reasonable means do not exist for ascertaining the LIBO Rate for such Interest Period; or 

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

then the Administrative Agent shall promptly give notice thereof to the Borrower and the Lenders by telephone or facsimile 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, which the Administrative Agent agrees promptly to do, (i) any Interest Election Request that
requests the conversion of any Borrowing to, or continuation of any Borrowing as, a LIBO Rate Borrowing shall be ineffective and such Borrowing shall be converted to an ABR Borrowing on the last day of the Interest Period applicable thereto, and
(ii) if any Borrowing Request requests a LIBO Rate Borrowing, such Borrowing shall be made as an ABR Borrowing. 
 Section 2.15.
Increased Costs. 
 (a) If any Change in Law: 

(i) imposes, modifies or deems 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 LIBO Rate) or Issuing Bank; 

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

(iii) imposes on any Lender or Issuing Bank or the London interbank market any other condition (other than Taxes) affecting
this Agreement or LIBO Rate Loans made by any Lender or any Letter of Credit or participation therein; 
 and the result of any of the foregoing is to
increase the cost to the relevant Lender of making or maintaining any LIBO Rate Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or Issuing Bank of participating in, issuing or maintaining any
Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise) in respect of any LIBO Rate Loan or Letter of Credit in an amount deemed by such Lender
or Issuing Bank to be material, then, within 30 days after the Borrower’s receipt of the certificate contemplated by paragraph (c) of this Section, the Borrower will pay to such Lender or Issuing Bank, as applicable, such additional
amount or amounts as will compensate such Lender or Issuing Bank, as applicable, for such additional costs incurred or reduction suffered; provided that the Borrower shall not be liable for such compensation if (x) the relevant Change in
Law occurs on a date prior to the date such Lender becomes a party hereto, (y) such Lender invokes Section 2.20 or (z) in the case of requests for reimbursement under clause (iii) above resulting from a market
disruption, (A) the relevant circumstances do not generally affect the banking market or (B) the applicable request has not been made by Lenders constituting Required Lenders. 

(b) If any Lender or Issuing Bank determines that any Change in Law regarding liquidity or capital requirements has or would have the effect of
reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender’s or 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 such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for
such Change in Law other than due to Taxes (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy or
liquidity), then within 30 days of receipt by the Borrower of the certificate contemplated by paragraph (c) of this Section the Borrower will pay to such Lender or such Issuing Bank, as applicable, such additional amount or amounts as
will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered. 

  
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 (c) Any Lender or Issuing Bank requesting compensation under this Section 2.15
shall be required to deliver a certificate to the Borrower that (i) sets forth the amount or amounts necessary to compensate such Lender or Issuing Bank or the holding company thereof, as applicable, as specified in paragraph (a) or
(b) of this Section, (ii) sets forth, in reasonable detail, the manner in which such amount or amounts were determined and (iii) certifies that such Lender or Issuing Bank is generally charging such amounts to similarly
situated borrowers, which certificate shall be conclusive absent manifest error. 
 (d) Failure or delay on the part of any Lender or Issuing
Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided, however that the Borrower shall not be required to compensate
a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or Issuing Bank notifies the Borrower of the Change in Law giving rise to such increased costs
or reductions and of such Lender’s or 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 180-day
period referred to above shall be extended to include the period of retroactive effect thereof. 
 Section 2.16. Break Funding
Payments. Subject to Section 9.05(f), in the event of (a) the conversion or prepayment of any principal of any LIBO Rate Loan other than on the last day of an Interest Period applicable thereto (whether voluntary, mandatory,
automatic, by reason of acceleration or otherwise), (b) the failure to borrow, convert, continue or prepay any LIBO Rate Loan on the date or in the amount specified in any notice delivered pursuant hereto or (c) the assignment of any LIBO
Rate Loan of any Lender 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
actual amount of any actual out-of-pocket loss, expense and/or liability (including any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund or maintain LIBO Rate
Loans, but excluding loss of anticipated profit) that such Lender may incur or sustain as a result of such event. Any Lender requesting compensation under this Section 2.16 shall be required to deliver a certificate to the Borrower that
(A) sets forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, the basis therefor and, in reasonable detail, the manner in which such amount or amounts were determined and (B) certifies that such
Lender is generally charging the relevant amounts to similarly situated borrowers, which certificate shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 30 days after
receipt thereof. 
 Section 2.17. Taxes. 

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

  
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 (c) The Borrower shall indemnify the Administrative Agent and each Lender within 30 days
after receipt of the certificate described in the succeeding sentence, for the full amount of any Indemnified Taxes or Other Taxes payable or paid by the Administrative Agent or such Lender, as applicable (including Indemnified Taxes or Other Taxes
imposed or asserted on or attributable to amounts payable under this Section 2.17), other than any penalties determined by a final and non-appealable judgment of a court of competent jurisdiction (or documented in any settlement
agreement) to have resulted from the gross negligence, bad faith or willful misconduct of the Administrative Agent or such Lender, and, in each case, any reasonable expenses arising therefrom or with respect thereto, whether or not correctly or
legally imposed or asserted; provided that if the Borrower reasonably believes that such Taxes were not correctly or legally asserted, the Administrative Agent or such Lender, as applicable, will use reasonable efforts to cooperate with the
Borrower to obtain a refund of such Taxes (which shall be repaid to the Borrower in accordance with Section 2.17(g)) so long as such efforts would not, in the sole determination of the Administrative Agent or such Lender, result in any
additional out-of-pocket costs or expenses not reimbursed by such Loan Party or be otherwise materially disadvantageous to the Administrative Agent or such Lender, as applicable. In connection with any request for reimbursement under this
Section 2.17(c), the relevant Lender or the Administrative Agent, as applicable, shall deliver a certificate to the Borrower setting forth, in reasonable detail, the basis and calculation of the amount of the relevant payment or
liability. Notwithstanding anything to the contrary contained in this Section 2.17, the Borrower shall not be required to indemnify the Administrative Agent or any Lender pursuant to this Section 2.17 for any amount to the
extent the Administrative Agent or such Lender fails to notify the Borrower of such possible indemnification claim within 180 days after the Administrative Agent or such Lender receives written notice from the applicable taxing authority of the
specific tax assessment giving rise to such indemnification claim. 
 (d) [Reserved]. 

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

(i) Any Lender that is entitled to an exemption from or reduction of any withholding Tax with respect to any payments made under any Loan
Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation as the Borrower or the Administrative
Agent may reasonably request to permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other
documentation prescribed by applicable Requirements of Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup
withholding or information reporting requirements. Each Lender hereby authorizes the Administrative Agent to deliver to the Borrower and to any successor Administrative Agent any documentation provided to the Administrative Agent pursuant to this
Section 2.17(f). 
 (ii) Without limiting the generality of the foregoing, 

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

  
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 (B) each Foreign Lender shall deliver to the Borrower and the Administrative
Agent on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

 (1) in the case of any Foreign Lender claiming the benefits of an income tax treaty to which the U.S. is a party, two
executed original copies of IRS Form W-8BEN or W-8BEN-E, as applicable, establishing any available exemption from, or reduction of, U.S. federal withholding Tax; 

(2) two executed original copies of IRS Form W-8ECI (or any successor forms); 

(3) in the case of any Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 871(h)
or 881(c) of the Code, (x) two executed original copies of a certificate substantially in the form of Exhibit O-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the
Code, a “10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code, and that no payments payable
to such Lender are effectively connected with the conduct of a U.S. trade or business (a “U.S. Tax Compliance Certificate”) and (y) two executed original copies of IRS Form W-8BEN or W-8BEN-E, as applicable (or any successor forms);
or 
 (4) to the extent any Foreign Lender is not the beneficial owner (e.g., where the Foreign Lender is a
partnership or participating Lender), two executed original copies of IRS Form W-8IMY (or any successor forms), accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit
O-2, Exhibit O-3 or Exhibit O-4, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if such Foreign Lender is a partnership (and not a participating Lender) 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 O-2 on behalf of each such direct or
indirect partner(s); 
 (C) each Foreign Lender shall deliver to the Borrower and the Administrative Agent on or prior to the
date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), two executed original copies of any other form prescribed by
applicable Requirements of 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 Requirements of Law to permit the
Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and 
 (D) if a payment
made to any Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or
1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by applicable Requirements of Law and at such time or times reasonably requested by the Borrower or the
Administrative Agent such documentation as is prescribed by applicable Requirements of Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and may be necessary for the Borrower and the Administrative Agent to comply with their
obligations under FATCA, to determine whether such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. 

  
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 For the avoidance of doubt, if a Lender is an entity disregarded from its owner for U.S.
federal income tax purposes, references to the foregoing documentation are intended to refer to documentation with respect to such Lender’s owner and, as applicable, such Lender. 

Each Lender agrees that if any documentation (including any specific documentation required above in this Section 2.17(f)) it
previously delivered expires or becomes obsolete or inaccurate in any respect, it shall deliver to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the
Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its legal ineligibility to do so. 

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

(h) Survival. Each party’s obligations under this Section 2.17 shall survive the resignation or replacement of the
Administrative Agent or any assignment of rights by, or the replacement of, any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document. 

(i) Definition of “Lender”. For the avoidance of doubt, the term “Lender” shall, for all purposes of this
Section 2.17, include any Issuing Bank and any Swingline Lender. 
 (j) Certain Documentation. On or before the date the
Administrative Agent becomes a party to this Agreement, the Administrative Agent shall deliver to Borrower whichever of the following is applicable: (i) if the Administrative Agent is a “United States person” within the meaning of
Section 7701(a)(30) of the Code, two executed original copies of IRS Form W-9 certifying that such Administrative Agent is exempt from U.S. federal backup withholding or (ii) if the Administrative Agent is not a “United States
person” within the meaning of Section 7701(a)(30) of the Code, (A) with respect to payments received for its own account, 

  
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 two executed original copies of IRS Form W-8ECI and (ii) with respect to payments received on account
of any Lender, two executed original copies of IRS Form W-8IMY (together with all required accompanying documentation) certifying that the Administrative Agent is a U.S. branch and may be treated as a United States person for purposes of applicable
U.S. federal withholding Tax. At any time thereafter, the Administrative Agent shall provide updated documentation previously provided (or a successor form thereto) when any documentation previously delivered has expired or become obsolete or
invalid or otherwise upon the reasonable request of the Borrower. Notwithstanding anything to the contrary in this Section 2.17(j), the Administrative Agent shall not be required to provide any documentation that the Administrative Agent
is not legally eligible to deliver as a result of a Change in Law after the Closing Date. 
 Section 2.18. Payments Generally;
Allocation of Proceeds; Sharing of Payments. 
 (a) Unless otherwise specified, the Borrower shall make each payment required to be made
by it hereunder (whether of principal, interest or fees, reimbursements of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 3:00 p.m. on the date when due, in immediately
available funds, without set-off or counterclaim. Any amount received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating
interest thereon. Each such payment shall be made to the Administrative Agent to the applicable account designated by the Administrative Agent to the Borrower, except that any payment made pursuant to Sections 2.15, 2.16, 2.17
or 9.03 shall be made directly to the Person or Persons entitled thereto. The Administrative Agent shall distribute any such payment received by it for the account of any other Person to the appropriate recipient promptly following receipt
thereof. Except as provided in Sections 2.19(b) and 2.20, each Borrowing, each payment or prepayment of principal of any Borrowing, each payment of interest in respect of the Loans of a given Class and each conversion of any Borrowing
to, or continuation of any Borrowing as, a Borrowing of any Type (and of the same Class) shall be allocated pro rata among the Lenders in accordance with their respective Applicable Percentages of the applicable Class. Each Lender agrees that in
computing such Lender’s portion of any Borrowing to be made hereunder, the Administrative Agent may, in its discretion, round each Lender’s percentage of such Borrowing to the next higher or lower whole Dollar amount. All payments
hereunder shall be made in Dollars. Any payment required to be made by the Administrative Agent hereunder shall be deemed to have been made by the time required if the Administrative Agent shall, at or before such time, have taken the necessary
steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent to make such payment. 

(b) Subject in all respects to the provisions of each applicable Intercreditor Agreement, all proceeds of Collateral received by the
Administrative Agent while an Event of Default exists and all or any portion of the Loans have been accelerated hereunder pursuant to Section 7.01, shall be applied, first, to the payment of all costs and expenses then due
incurred by the Administrative Agent in connection with any collection, sale or realization on Collateral or otherwise in connection with this Agreement, any other Loan Document or any of the Secured Obligations, including all court costs and the
fees and expenses of agents and legal counsel, the repayment of all advances made by the Administrative Agent hereunder or under any other Loan Document on behalf of any Loan Party and any other costs or expenses incurred in connection with the
exercise of any right or remedy hereunder or under any other Loan Document, second, on a pro rata basis, to pay any fees, indemnities or expense reimbursements then due to the Administrative Agent (other than those covered in clause first
above) or to the Swingline Lender or any Issuing Bank from the Borrower constituting Secured Obligations, third, on a pro rata basis in accordance with the amounts of the Secured Obligations (other than contingent indemnification obligations
for which no claim has yet been made) owed to the Secured Parties on the date of any such distribution, to the payment in full of the Secured Obligations (including, with respect to LC Exposure, an amount to be paid to the Administrative Agent equal
to 100% of the LC Exposure (minus the amount then on deposit in the LC Collateral Account) on such date, to be held in the LC Collateral Account as Cash collateral for such Obligations); provided that if any Letter of Credit expires
undrawn, then any Cash collateral held to secure the related LC Exposure shall be applied in accordance with this Section 2.18(b), beginning with clause first above, fourth, as provided in any applicable Intercreditor Agreement,
and fifth, to, or at the direction of, the Borrower or as a court of competent jurisdiction may otherwise direct. 

  
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 (c) If any Lender obtains payment (whether voluntary, involuntary, through the exercise of
any right of set-off or otherwise) in respect of any principal of or interest on any of its Loans of any Class or participations in LC Disbursements or Swingline Loans held by it resulting in such Lender receiving payment of a greater proportion of
the aggregate amount of its Loans of such Class and participations in LC Disbursements or Swingline Loans and accrued interest thereon than the proportion received by any other Lender with Loans of such Class and participations in LC Disbursements
or Swingline Loans, then the Lender receiving such greater proportion shall purchase (for Cash at face value) participations in the Loans of such Class and sub-participations in LC Disbursements or Swingline Loans of other Lenders of such Class at
such time outstanding to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans of
such Class and participations in LC Disbursements or 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 apply to (x) any payment made by the Borrower pursuant to and in accordance with the express
terms of this Agreement or (y) any payment obtained by any Lender as consideration for the assignment of or sale of a participation in any of its Loans to any permitted assignee or participant, including any payment made or deemed made in
connection with Sections 2.22, 2.23, 9.02(c) and/or Section 9.05. The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender
acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off 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. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18(c) and will, in each case, notify the Lenders
following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.18(c) shall from and after the date of such purchase have the right to give all notices, requests, demands, directions and
other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. For purposes of subclause (c) of
the definition of “Excluded Taxes”, any Lender that acquires a participation pursuant to this Section 2.18(c) shall be treated as having acquired such participation on the earlier date(s) on which such Lender acquired the
applicable interest(s) in the Commitment(s) and/or Loan(s) to which such participation relates. 
 (d) Unless the Administrative Agent has
received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of any Lender or any Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may assume
that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lender or Issuing Bank the amount due. In such event, if the Borrower has not in fact made such
payment, then each Lender or the applicable Issuing Bank severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the
date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on
interbank compensation. 
 (e) If any Lender fails to make any payment required to be made by it pursuant to Section 2.07(b) or
Section 2.18(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such
Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid. 

  
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 Section 2.19. Mitigation Obligations; Replacement of Lenders. 

(a) If any Lender requests compensation under Section 2.15 or determines it can no longer make or maintain LIBO Rate Loans pursuant
to Section 2.20, or any Loan Party is required to pay any additional amount to or indemnify 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 its participation in any Letter of Credit affected by such event, or to assign its rights and obligations hereunder to another of its offices,
branches or affiliates, if, in the reasonable 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 or mitigate
the impact of Section 2.20, as the case may be, and (ii) would not subject such Lender to any unreimbursed out-of-pocket cost or expense and would not otherwise be disadvantageous to such Lender in any material respect. The Borrower
hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment. 

(b) If (i) any Lender requests compensation under Section 2.15 or determines it can no longer make or maintain LIBO Rate Loans
pursuant to Section 2.20, (ii) any Loan Party is required to pay any additional amount to or indemnify any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, (iii) any
Lender is a Defaulting Lender or (iv) in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender”, “each Revolving Lender” or “each Lender directly affected thereby” (or any
other Class or group of Lenders other than the Required Lenders) with respect to which Required Lender or Required Revolving Lender consent (or the consent of Lenders holding loans or commitments of such Class or lesser group representing more than
50% of the sum of the total loans and unused commitments of such Class or lesser group at such time) has been obtained, as applicable, any Lender is a non-consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such
Lender and the Administrative Agent, (x) terminate the applicable Commitments of such Lender, and repay all Obligations of the Borrower owing to such Lender relating to the applicable Loans and participations held by such Lender as of such
termination date (provided that, if, after giving effect such termination and repayment, the aggregate amount of the Revolving Credit Exposure of any Class exceeds the aggregate amount of the Revolving Credit Commitments of such Class then in
effect, then the Borrower shall, not later than the next Business Day, prepay one or more Revolving Loan Borrowings of the applicable Class or Swingline Loans (and, if no Revolving Loan Borrowings of such Class are outstanding, deposit Cash
collateral in the LC Collateral Account) in an amount necessary to eliminate such excess) or (y) replace such Lender by requiring such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse
(in accordance with and subject to the restrictions contained in Section 9.05), all of its interests, rights and obligations under this Agreement to an Eligible Assignee that assumes such obligations (which Eligible Assignee may be
another Lender, if any Lender accepts such assignment); provided that (A) such Lender has received payment of an amount equal to the outstanding principal amount of its Loans and, if applicable, participations in LC Disbursements or
Swingline Loans, in each case of such Class of Loans and/or Commitments, accrued interest thereon, accrued fees and all other amounts payable to it under any Loan Document with respect to such Class of Loans and/or Commitments, (B) in the case
of any assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment would result in a reduction in such compensation or payments and
(C) such assignment does not conflict with applicable Requirements of Law. No Lender (other than a Defaulting Lender) shall be required to make any such assignment and delegation, and the Borrower may not repay the Obligations of such Lender or
terminate its Commitments, in each case, 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. Each Lender agrees that if it is
replaced pursuant to this Section 2.19, it shall execute and deliver to the Administrative Agent an Assignment Agreement to evidence such sale and purchase and deliver to the Administrative Agent any Promissory Note (if the assigning
Lender’s Loans are evidenced by one or more Promissory Notes) subject to such Assignment Agreement (provided that the failure of any Lender replaced pursuant to this Section 2.19 to execute an Assignment Agreement or deliver
any such Promissory Note shall not render such sale and purchase (and the corresponding assignment) invalid), such 

  
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assignment shall be recorded in the Register and any such Promissory Note shall be deemed cancelled. Each Lender hereby irrevocably appoints the Administrative Agent (such appointment being
coupled with an interest) as such Lender’s attorney-in-fact, with full authority in the place and stead of such Lender and in the name of such Lender, from time to time in the Administrative Agent’s discretion, with prior written notice to
such Lender, to take any action and to execute any such Assignment Agreement or other instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this clause (b). To the extent that any Lender is
replaced pursuant to Section 2.19(b)(iv) in connection with a Repricing Transaction requiring payment of a fee pursuant to Section 2.12(f), the Borrower shall pay to each Lender being replaced as a result of such Repricing
Transaction the fee set forth in Section 2.12(f). 
 Section 2.20. Illegality. If any Lender reasonably determines
that any Change in Law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by
reference to the Published LIBO Rate, or to determine or charge interest rates based upon the Published LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take
deposits of Dollars in the applicable interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Rate Loans or to convert ABR Loans to
LIBO Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base
Rate, the interest rate on which ABR Loans of such Lender, shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate, in each case until
such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist (which notice such Lender agrees to give promptly). Upon receipt of such notice, (x) the Borrower shall,
upon demand from the relevant Lender (with a copy to the Administrative Agent), prepay or convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such
illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such
LIBO Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such
payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate
applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based
upon the Published LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the
need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lender. 

Section 2.21. Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Person becomes a
Defaulting Lender, then the following provisions shall apply for so long as such Person is a Defaulting Lender: 
 (a) Fees shall cease to
accrue on the unfunded portion of any Commitment of such Defaulting Lender pursuant to Section 2.12(a) and, subject to clause (d)(iv) below, on the participation of such Defaulting Lender in Letters of Credit pursuant to
Section 2.12(b) and pursuant to any other provisions of this Agreement or other Loan Document. 

  
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 (b) The Commitments and the Revolving Credit Exposure of such Defaulting Lender shall not be
included in determining whether all Lenders, each affected Lender, the Required Lenders, the Required Revolving Lenders or such other number of Lenders as may be required hereby or under any other Loan Document have taken or may take any action
hereunder (including any consent to any waiver, amendment or modification pursuant to Section 9.02); provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects
such Defaulting Lender disproportionately and adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. 

(c) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of any Defaulting Lender
(whether voluntary or mandatory, at maturity, pursuant to Section 2.11, Section 2.15, Section 2.16, Section 2.17, Section 2.18, Article 7, Section 9.05 or otherwise, and
including any amounts made available to the Administrative Agent by such Defaulting Lender pursuant to Section 9.09), shall be applied at such time or times as may be determined by the Administrative Agent and, where relevant, the
Borrower as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any
applicable Issuing Bank and/or Swingline Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable Issuing Bank, to be held as Cash collateral for future funding obligations of
such Defaulting Lender in respect of any participation in any Letter of Credit; fourth, so long as no Default or Event of Default exists, as the Borrower may request, to the funding of any Loan in respect of which such Defaulting Lender has
failed to fund its portion thereof as required by this Agreement; fifth, as the Administrative Agent or the Borrower may elect, to be held in a deposit account and released in order to satisfy obligations of such Defaulting Lender to fund
Loans under this Agreement; sixth, to the payment of any amounts owing to the non-Defaulting Lenders, Issuing Banks or Swingline Lenders as a result of any judgment of a court of competent jurisdiction obtained by any non-Defaulting Lender,
any Issuing Bank or any Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, to the payment of any amounts owing to the Borrower as a result of
any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as
otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loan or LC Exposure in respect of which such Defaulting Lender has not fully funded its appropriate
share and (y) such Loan or LC Exposure was made or created, as applicable, at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Exposure
owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Exposure owed to, such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to any Defaulting Lender that
are applied (or held) to pay amounts owed by any Defaulting Lender or to post Cash collateral pursuant to this Section 2.21(c) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

 (d) If any Swingline Exposure or LC Exposure exists at the time any Lender becomes a Defaulting Lender then: 

(i) the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders
under the Revolving Facility (the “Non-Defaulting Revolving Lenders”) in accordance with their respective Applicable Revolving Credit Percentages but only to the extent that (A) the sum of the Revolving Credit Exposures of all
non-Defaulting Lenders attributable to the Revolving Credit Commitments of any Class does not exceed the total of the Revolving Credit Commitments of all Non-Defaulting Revolving Lenders of such Class and (B) the Revolving Credit Exposure of
any non-Defaulting Lender that is attributable to its Revolving Credit Commitment of such Class does not exceed such non-Defaulting Lender’s Revolving Credit Commitment of such Class; 

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower
shall, without prejudice to any other right or remedy available to it hereunder or under applicable Requirements of Law, within two Business Days following notice by the Administrative Agent, Cash collateralize 100% of such Defaulting Lender’s
LC Exposure and any 

  
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 obligations of such Defaulting Lender to fund participations in any Swingline Loans (after
giving effect to any partial reallocation pursuant to paragraph (i) above and any Cash collateral provided by such Defaulting Lender or pursuant to Section 2.21(c) above) or make other arrangements reasonably satisfactory to
the Administrative Agent and to the applicable Issuing Bank and/or the Swingline Lender with respect to such LC Exposure and/or Swingline Loans and obligations to fund participations. Cash collateral (or the appropriate portion thereof) provided to
reduce LC Exposure or other obligations shall be released promptly following (A) the elimination of the applicable LC Exposure or other obligations giving rise thereto (including by the termination of the Defaulting Lender status of the
applicable Lender (or, as appropriate, its assignee following compliance with Section 2.19)) or (B) the Administrative Agent’s good faith determination that there exists excess Cash collateral (including as a result of any
subsequent reallocation of Swingline Loans and LC Exposure among non-Defaulting Lender described in clause (i) above); 

(iii) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to this Section 2.21(d), then the
fees payable to the Revolving Lenders pursuant to Sections 2.12(a) and (b), as the case may be, shall be adjusted to give effect to such reallocation; and 

(iv) if any Defaulting Lender’s LC Exposure is not Cash collateralized, prepaid or reallocated pursuant to this
Section 2.21(d), then, without prejudice to any rights or remedies of the applicable Issuing Bank or any Revolving Lender hereunder, all letter of credit fees payable under Section 2.12(b) with respect to such Defaulting
Lender’s LC Exposure shall be payable to the applicable Issuing Bank until such Defaulting Lender’s LC Exposure is Cash collateralized or reallocated. 

(e) So long as any Revolving Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan, and no
Issuing Bank shall be required to issue, extend, create, incur, amend or increase any Letter of Credit unless it is reasonably satisfied that the related exposure will be 100% covered by the Revolving Credit Commitments of the non-Defaulting
Lenders, Cash collateral provided pursuant to Section 2.21(c) and/or Cash collateral provided in accordance with Section 2.21(d), and participating interests in any such or newly issued, extended or created Letter of Credit
or newly made Swingline Loan shall be allocated among Non-Defaulting Revolving Lenders in a manner consistent with Section 2.21(d)(i) (it being understood that Defaulting Lenders shall not participate therein). 

(f) In the event that the Administrative Agent and the Borrower agree that any Defaulting Lender has adequately remedied all matters that
caused such Lender to be a Defaulting Lender, then the Applicable Revolving Credit Percentage of Swingline Exposure and LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit
Commitment, and on such date such Revolving Lender shall purchase at par such of the Revolving Loans of the applicable Class of the other Revolving Lenders or participations in Revolving Loans of the applicable Class as the Administrative Agent
determine as necessary in order for such Revolving Lender to hold such Revolving Loans or participations in accordance with its Applicable Percentage of the applicable Class or its Applicable Revolving Credit Percentage, as applicable.
Notwithstanding the fact that any Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, (x) no adjustments will be made retroactively with respect to fees accrued or payments made by or on
behalf of the Borrower while such Lender was a Defaulting Lender and (y) except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any
claim of any party hereunder arising from such Lender’s having been a Defaulting Lender. 

  
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 Section 2.22. Incremental Credit Extensions. 

(a) The Borrower may, at any time, on one or more occasions pursuant to an Incremental Facility Amendment (i) add one or more new Classes
of term facilities and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (any such new Class or increase, an “Incremental Term Facility” and any loans
made pursuant to an Incremental Term Facility, “Incremental Term Loans”) and/or (ii) add one or more new Classes of Incremental Revolving Commitments and/or increase the aggregate amount of the Revolving Credit Commitments of
any existing Class (any such new Class or increase, an “Incremental Revolving Facility” and, together with any Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental
Revolving Loans” and any Incremental Revolving Loans, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate outstanding principal amount not to exceed the Incremental Cap; provided that: 

(i) no Incremental Commitment in respect of any Incremental Term Facility may be in an amount that is less than $5,000,000 (or
such lesser amount to which the Administrative Agent may reasonably agree), 
 (ii) except as the Borrower and any Lender may
separately agree, no Lender shall be obligated to provide any Incremental Commitment, and the determination to provide any Incremental Commitment shall be within the sole and absolute discretion of such Lender (it being agreed that the Borrower
shall not be obligated to offer the opportunity to any Lender to participate in any Incremental Facility), 
 (iii) no
Incremental Facility or Incremental Loan (nor the creation, provision or implementation thereof) shall require the approval of any existing Lender other than in its capacity, if any, as a lender providing all or part of any Incremental Commitment or
Incremental Loan, 
 (iv) except as otherwise permitted herein (including with respect to margin, pricing, maturity and
fees), (A) the terms of any Incremental Term Facility, if not substantially consistent with those applicable to any then-existing Term Loans, must be reasonably acceptable to the Administrative Agent (it being agreed that any terms contained in
such Incremental Term Facility (x) which are applicable only after the then-existing Latest Term Loan Maturity Date and/or (y) that are more favorable to the lenders or the agent of such Incremental Term Facility than those contained in
the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders or the Administrative Agent, as applicable, pursuant to the applicable Incremental Facility Amendment shall be deemed satisfactory to the
Administrative Agent) and (B) the terms of any Incremental Revolving Facility, if not substantially consistent with those applicable to any then-existing Revolving Facility must be reasonably acceptable to the Administrative Agent (it being
agreed that any terms contained in such Incremental Revolving Facility (x) which are applicable only after the then-existing Latest Revolving Credit Maturity Date and/or (y) that are more favorable to the lenders or the agent of such
Incremental Revolving Facility than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Revolving Lenders or the Administrative Agent, as applicable, pursuant to the applicable
Incremental Facility Amendment shall be deemed satisfactory to the Administrative Agent), 
 (v) the Effective Yield (and the
components thereof) applicable to any Incremental Facility shall be determined by the Borrower and the lender or lenders providing such Incremental Facility; provided that the Effective Yield applicable to any Incremental Term Facility which
is pari passu with the Initial Term Loans in right of payment and with respect to security may not be more than 0.50% higher than the Effective Yield applicable to the Initial Term Loans unless the Applicable Rate (and/or, as provided in the
proviso below, the Alternate Base Rate floor or LIBO Rate floor) with respect to the Initial Term Loans is adjusted such that the Effective Yield on the Initial Term Loans is not more than 0.50% per annum less than the Effective Yield with
respect to such Incremental Facility; provided, further, that any increase in Effective Yield applicable to any Initial Term Loan due to the application or imposition of an Alternate Base Rate floor or LIBO Rate floor on any
Incremental Term Loan may, at the election of the Borrower, be effected through an increase in the Alternate Base Rate floor or LIBO Rate floor applicable to such Initial Term Loan, 

  
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 (vi) (A) the final maturity date with respect to any Incremental Term
Loans shall be no earlier than the Latest Term Loan Maturity Date and (B) no Incremental Revolving Facility may have a final maturity date earlier than (or require scheduled amortization or mandatory commitment reductions prior to) the Latest
Revolving Credit Maturity Date, 
 (vii) the Weighted Average Life to Maturity of any Incremental Term Facility shall be no
shorter than the remaining Weighted Average Life to Maturity of any then-existing tranche of Term Loans (without giving effect to any prepayment thereof), 

(viii) subject to clauses (vi) and (vii) above, any Incremental Term Facility may otherwise have an
amortization schedule as determined by the Borrower and the lenders providing such Incremental Term Facility, 
 (ix) subject
to clause (v) above, to the extent applicable, any fees payable in connection with any Incremental Facility shall be determined by the Borrower and the arrangers and/or lenders providing such Incremental Facility, 

(x) (A) any Incremental Term Facility or Incremental Revolving Facility may rank pari passu with or junior to any
then-existing tranche of Term Loans or Revolving Loans, as applicable, in right of payment and/or security (it being understood that any Incremental Facility that is junior to the Initial Term Loans with respect to security shall be pari
passu with, or junior to, the Second Lien Facility) or may be unsecured (and to the extent the relevant Incremental Facility is secured, it shall be subject to an Acceptable Intercreditor Agreement) and (B) no Incremental Facility may be
(x) guaranteed by any Person which is not a Loan Party or (y) secured by any assets other than the Collateral, 

(xi) any Incremental Term Facility may participate (A) in any voluntary prepayment of Term Loans as set forth in
Section 2.11(a)(i) and (B) in any mandatory prepayment of Term Loans as set forth in Section 2.11(b)(vi), in each case, to the extent provided in such Sections, 

(xii) no Event of Default shall exist immediately prior to or after giving effect to such Incremental Facility;
provided, that notwithstanding the foregoing, in the case of any Incremental Facility incurred in connection with any acquisition, Investment or irrevocable repayment or redemption of Indebtedness, no Event of Default under
Section 7.01(a), (f) or (g) shall exist immediately prior to or after giving effect to such Incremental Facility, 

(xiii) the proceeds of any Incremental Facility may be used for working capital and/or purchase price adjustments and other
general corporate purposes (including capital expenditures, acquisitions, Investments, Restricted Payments for the purpose of repaying, prepaying or redeeming the Seller Financing and related fees and expenses) and any other use not prohibited by
this Agreement, and 
 (xiv) on the date of the Borrowing of any Incremental Term Loans that will be of the same Class as any
then-existing Class of Term Loans, and notwithstanding anything to the contrary set forth in Sections 2.08 or 2.13 above, such Incremental Term Loans shall be added to (and constitute a part of, be of the same Type as and, at the
election of the Borrower, have the same Interest Period as) each Borrowing of outstanding Term Loans of such Class on a pro rata basis (based on the relative sizes of such Borrowings), so that each Term Lender providing such Incremental Term Loans
will participate proportionately in each then-outstanding Borrowing of Term Loans of such Class; it being acknowledged that the application of this clause (a)(xiv) may result in new Incremental Term Loans having Interest Periods (the duration
of which may be less than one month) that begin during an Interest Period then applicable to outstanding LIBO Rate Loans of the relevant Class and which end on the last day of such Interest Period. 

  
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 (b) Incremental Commitments may be provided by any existing Lender, or by any other Eligible
Assignee (any such other lender being called an “Incremental Lender”); provided that the Administrative Agent (and, in the case of any Incremental Revolving Facility, the Swingline Lender and any Issuing Bank) shall have a
right to consent (such consent not to be unreasonably withheld or delayed) to the relevant Incremental Lender’s provision of Incremental Commitments if such consent would be required under Section 9.05(b) for an assignment of Loans
to such Incremental Lender; provided, further, that any Incremental Lender that is an Affiliated Lender shall be subject to the provisions of Section 9.05(g), mutatis mutandis, to the same extent as if the relevant
Incremental Commitments and related Obligations had been acquired by such Lender by way of assignment. 
 (c) Each Lender or Incremental
Lender providing a portion of any Incremental Commitment shall execute and deliver to the Administrative Agent and the Borrower all such documentation (including the relevant Incremental Facility Amendment) as may be reasonably required by the
Administrative Agent to evidence and effectuate such Incremental Commitment. On the effective date of such Incremental Commitment, each Incremental Lender shall become a Lender for all purposes in connection with this Agreement. 

(d) As conditions precedent to the effectiveness of any Incremental Facility or the making of any Incremental Loans, (i) upon its request,
the Administrative Agent shall be entitled to receive customary written opinions of counsel, as well as such reaffirmation agreements, supplements and/or amendments as it shall reasonably require, (ii) the Administrative Agent shall be entitled
to receive, from each Incremental Lender, an Administrative Questionnaire and such other documents as it shall reasonably require from such Incremental Lender, (iii) the Administrative Agent shall have received, on behalf of the Incremental
Lenders, the amount of any fees payable to the Incremental Lenders in respect of such Incremental Facility or Incremental Loans, (iv) subject to Section 2.22(h), the Administrative Agent shall have received a Borrowing Request as if
the relevant Incremental Loans were subject to Section 2.03 or another written request the form of which is reasonably acceptable to the Administrative Agent (it being understood and agreed that the requirement to deliver a Borrowing
Request shall not result in the imposition of any additional condition precedent to the availability of the relevant Incremental Loans) and (v) the Administrative Agent shall be entitled to receive a certificate of the Borrower signed by a
Responsible Officer thereof: 
 (A) certifying and attaching a copy of the resolutions adopted by the governing body of the
Borrower approving or consenting to such Incremental Facility or Incremental Loans, and 
 (B) to the extent applicable,
certifying that the condition set forth in clause (a)(xii) above has been satisfied. 
 (e) Upon the implementation of any Incremental
Revolving Facility pursuant to this Section 2.22: 
 (i) if such Incremental Revolving Facility establishes
Revolving Credit Commitments of the same Class as any then-existing Class of Revolving Credit Commitments, (i) each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to
each relevant Incremental Revolving Facility Lender, and each relevant Incremental Revolving Facility Lender will automatically and without further act be deemed to have assumed a portion of such Revolving Lender’s participations hereunder in
outstanding Letters of Credit and Swingline Loans such that, after giving effect to each deemed assignment and assumption of participations, all of the Revolving Lenders’ (including each Incremental Revolving Facility Lender) (A) participations
hereunder in Letters of Credit and (B) participations hereunder in Swingline Loans shall be held on a pro rata basis on the basis of their respective Revolving Credit Commitments (after giving effect to any increase in the Revolving Credit
Commitment pursuant to Section 2.22) and (ii) the existing Revolving Lenders of the applicable Class shall assign Revolving Loans to certain other Revolving Lenders of such Class (including the Revolving Lenders providing the
relevant Incremental 

  
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 Revolving Facility), and such other Revolving Lenders (including the Revolving Lenders
providing the relevant Incremental Revolving Facility) shall purchase such Revolving Loans, in each case to the extent necessary so that all of the Revolving Lenders of such Class participate in each outstanding Borrowing of Revolving Loans pro rata
on the basis of their respective Revolving Credit Commitments of such Class (after giving effect to any increase in the Revolving Credit Commitment pursuant to this Section 2.22); it being understood and agreed that the minimum
borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this clause (i); and 

(ii) if such Incremental Revolving Facility establishes Revolving Credit Commitments of a new Class, then (A) the
borrowing and repayment (except for (x) payments of interest and fees at different rates on the Revolving Facilities (and related outstandings), (y) repayments required on the Maturity Date of any Revolving Facility and (z) repayments
made in connection with a permanent repayment and termination of the Revolving Credit Commitments under any Revolving Facility (subject to clause (C) below)) of Revolving Loans with respect to any Revolving Facility after the effective
date of such Incremental Revolving Facility shall be made on a pro rata basis or less than pro rata basis with all other Revolving Facilities, (B) all Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all
Revolving Lenders and (C) any permanent repayment of Revolving Loans with respect to, and reduction and termination of Revolving Credit Commitments under, any Revolving Facility after the effective date of such Incremental Revolving Facility
shall be made with respect to such Incremental Revolving Facility on a pro rata basis or less than pro rata basis with all other Revolving Facilities, or, to the extent such Incremental Revolving Commitments are terminated in full and refinanced or
replaced with a Replacement Revolving Facility or Replacement Debt a greater than pro rata basis. 
 (f) On the date of effectiveness of any
Incremental Revolving Facility, the maximum amount of LC Exposure and/or Swingline Loans, as applicable, permitted hereunder shall increase by an amount, if any, agreed upon by the Borrower, the Administrative Agent and the relevant Issuing Bank
and/or the Swingline Lender, as applicable. 
 (g) The Lenders hereby irrevocably authorize the Administrative Agent to enter into any
Incremental Facility Amendment and/or any amendment to any other Loan Document as may be necessary in order to establish new Classes or sub-Classes in respect of Loans or commitments pursuant to this Section 2.22 and such technical
amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new Classes or sub-Classes, in each case on terms consistent with this
Section 2.22. 
 (h) Notwithstanding anything to the contrary in this Section 2.22 or in any other provision of any
Loan Document, if the proceeds of any Incremental Facility are intended to be applied to finance an acquisition or other Investment and the lenders providing such Incremental Facility so agree, the availability thereof shall be subject to customary
“SunGard” or “certain funds” conditionality (including the making and accuracy of the Specified Representations as conformed for such acquisition). 

(i) This Section 2.22 shall supersede any provision in Sections 2.18 or 9.02 to the contrary. 

Section 2.23. Extensions of Loans and Revolving Commitments. 

(a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”)
made from time to time by the Borrower to all Lenders holding Loans of any Class or Commitments of any Class, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or Commitments of such Class)
and on the same terms to each such Lender, the Borrower is hereby permitted to consummate transactions with any individual Lender who accepts the terms contained in the relevant Extension Offer to extend the Maturity Date of all or a portion of such


  
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 Lender’s Loans and/or Commitments of such Class and otherwise modify the terms of all or a portion of
such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization
schedule, if any, in respect of such Loans) (each, an “Extension”); it being understood that any Extended Term Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted and any Extended
Revolving Credit Commitments shall constitute a separate Class of Revolving Credit Commitments from the Class of Revolving Credit Commitments from which they were converted, so long as the following terms are satisfied: 

(i) except as to (A) interest rates, fees and final maturity (which shall, subject to immediately succeeding clause
(iii) and to the extent applicable, be determined by the Borrower and any Lender who agrees to an Extension of its Revolving Credit Commitments and set forth in the relevant Extension Offer), (B) terms applicable to such Extended
Revolving Credit Commitments or Extended Revolving Loans (each as defined below) that are more favorable to the lenders or the agent of such Extended Revolving Credit Commitments or Extended Revolving Loans than those contained in the Loan Documents
and are then conformed (or added) to the Loan Documents for the benefit of the Revolving Lenders or, as applicable, the Administrative Agent pursuant to the applicable Extension Amendment, and (C) any covenants or other provisions applicable
only to periods after the Latest Revolving Credit Maturity Date, the Revolving Credit Commitment of any Lender who agrees to an extension with respect to such Commitment (an “Extended Revolving Credit Commitment”; and the Loans
thereunder, “Extended Revolving Loans”), and the related outstandings, shall constitute a revolving commitment (or related outstandings, as the case may be) with substantially consistent terms (or terms not less favorable to
existing Lenders) as the Class of Revolving Credit Commitments subject to the relevant Extension Offer (and related outstandings) provided hereunder; provided that to the extent more than one Revolving Facility exists after giving effect to
any such Extension, (x) the borrowing and repayment (except for (1) payments of interest and fees at different rates on the Revolving Facilities (and related outstandings), (2) repayments required upon the Maturity Date of any
Revolving Facility and (3) repayments made in connection with a permanent repayment and termination of Revolving Credit Commitments under any Revolving Facility (subject to clause (z) below)) of Revolving Loans with respect to any
Revolving Facility after the effective date of such Extended Revolving Credit Commitments shall be made on a pro rata basis with all other Revolving Facilities, (y) all Swingline Loans and Letters of Credit shall be participated on a pro rata
basis by all Revolving Lenders and (z) any permanent repayment of Revolving Loans with respect to, and reduction or termination of Revolving Credit Commitments under, any Revolving Facility after the effective date of such Extended Revolving
Credit Commitments shall be made with respect to such Extended Revolving Loans on a pro rata basis or less than pro rata basis with all other Revolving Facilities, except that the Borrower shall be permitted to permanently repay Revolving Loans and
terminate Revolving Credit Commitments of any Revolving Facility on a greater than pro rata basis (I) as compared to any other Revolving Facilities with a later Maturity Date than such Revolving Facility and (II) to the extent refinanced or
replaced with a Replacement Revolving Facility or Replacement Debt; 
 (ii) except as to (A) interest rates, fees,
amortization, final maturity date, premiums, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and any
Lender who agrees to an Extension of its Term Loans and set forth in the relevant Extension Offer), (B) terms applicable to such Extended Term Loans (as defined below) that are more favorable to the lenders or the agent of such Extended Term
Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders or, as applicable, the Administrative Agent pursuant to the applicable Extension Amendment and (C) any
covenants or other provisions applicable only to periods after the Latest Term Loan Maturity Date (in each case, as of the date of such Extension), the Term Loans of any Lender extended pursuant to any Extension (any such extended Term Loans, the
“Extended Term Loans”) shall have substantially consistent terms (or terms not less favorable to existing Lenders) as the tranche of Term Loans subject to the relevant Extension Offer; 

  
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 (iii) (x) the final maturity date of any Extended Term Loans may be no
earlier than the then applicable Latest Term Loan Maturity Date at the time of Extension and (y) no Extended Revolving Credit Commitments or Extended Revolving Loans may have a final maturity date earlier than (or require commitment reductions
prior to) the Latest Revolving Credit Maturity Date; 
 (iv) the Weighted Average Life to Maturity of any Extended Term Loans
shall be no shorter than the remaining Weighted Average Life to Maturity of any then-existing Term Loans; 
 (v) subject to
clauses (iii) and (iv) above, any Extended Term Loans may otherwise have an amortization schedule as determined by the Borrower and the Lenders providing such Extended Term Loans, 

(vi) any Extended Term Loans may participate (A) in any voluntary prepayment of Term Loans as set forth in
Section 2.11(a)(i) and (B) in any mandatory prepayment of Term Loans as set forth in Section 2.11(b)(vi), in each case, to the extent provided in such Sections; 

(vii) if the aggregate principal amount of Loans or Commitments, as the case may be, in respect of which Lenders have accepted
the relevant Extension Offer exceed the maximum aggregate principal amount of Loans or Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans or Commitments, as the case may be, of
such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of record) with respect to which such Lenders have accepted such Extension
Offer; 
 (viii) unless the Administrative Agent otherwise agrees, any Extension must be in a minimum amount of $5,000,000;

 (ix) any applicable Minimum Extension Condition must be satisfied or waived by the Borrower; 

(x) any documentation in respect of any Extension shall be consistent with the foregoing; and 

(xi) no Extension of any Revolving Facility shall be effective as to the obligations of the Swingline Lender to make any
Swingline Loans or any Issuing Bank with respect to Letters of Credit without the consent of the Swingline Lender or such Issuing Bank (such consents not to be unreasonably withheld or delayed) (and, in the absence of such consent, all references
herein to Latest Revolving Credit Maturity Date shall be determined, when used in reference to the Swingline Lender or such Issuing Bank, as applicable, without giving effect to such Extension). 

(b) (i) No Extension consummated in reliance on this Section 2.23 shall constitute a voluntary or mandatory
prepayment for purposes of Section 2.11, (ii) the scheduled amortization payments (insofar as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section 2.10 shall be adjusted
to give effect to any Extension of any Class of Loans and/or Commitments and (iii) except as set forth in clause (a)(viii) above, no Extension Offer is required to be in any minimum amount or any minimum increment; provided that
the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to the consummation of any Extension that a minimum amount (to be specified in the relevant Extension Offer in the Borrower’s sole
discretion) of Loans or Commitments (as applicable) of any or all applicable tranches be tendered; it being understood that the Borrower may, in its sole discretion, waive any such Minimum Extension Condition. The Administrative Agent and the
Lenders hereby consent to the 

  
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 transactions contemplated by this Section 2.23 (including, for the avoidance of doubt, the
payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Credit Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this
Agreement (including Sections 2.10, 2.11 and/or 2.18) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section. 

(c) Subject to any consent required under Section 2.23(a)(xi), no consent of any Lender or the Administrative Agent shall be
required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans and/or Commitments of any Class (or a portion thereof). All Extended Term Loans and Extended Revolving
Credit Commitments and all obligations in respect thereof shall constitute Secured Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable
Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Extension Amendment and any amendments to any of the other Loan Documents with the Loan
Parties as may be necessary in order to establish new Classes or sub-Classes in respect of Loans or Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and
the Borrower in connection with the establishment of such new Classes or sub-Classes, in each case on terms consistent with this Section 2.23. 

(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five Business Days’ (or such shorter
period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit
facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.23. 

ARTICLE 3 
 REPRESENTATIONS AND
WARRANTIES 
 On the Closing Date and on the date of each Credit Extension, Holdings (solely with respect to Sections 3.01,
3.02, 3.03, 3.07, 3.08, 3.09, 3.13, 3.14, 3.16 and 3.17) and the Borrower hereby represent and warrant to the Lenders that: 

Section 3.01. Organization; Powers. Holdings, the Borrower and each of its Restricted Subsidiaries (a) is (i) duly
organized and validly existing and (ii) in good standing (to the extent such concept exists in the relevant jurisdiction) under the Requirements of Law of its jurisdiction of organization, (b) has all requisite organizational power and
authority to own its assets and to carry on its business as now conducted and (c) is qualified to do business in, and is in good standing (to the extent such concept exists in the relevant jurisdiction) in, every jurisdiction where the
ownership, lease or operation of its properties or conduct of its business requires such qualification, except, in each case referred to in this Section 3.01 (other than clause (a)(i) and clause (b), in each case, with
respect to the Borrower) where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. 

Section 3.02. Authorization; Enforceability. The execution, delivery and performance of each Loan Document are within each
applicable Loan Party’s corporate or other organizational power and have been duly authorized by all necessary corporate or other organizational action of such Loan Party. Each Loan Document to which any Loan Party is a party has been duly
executed and delivered by such Loan Party and is a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to the Legal Reservations. 

  
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 Section 3.03. Governmental Approvals; No Conflicts. The execution and delivery
of each Loan Document by each Loan Party thereto and the performance by such Loan Party thereof (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such
as have been obtained or made and are in full force and effect, (ii) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which could not
be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirement of Law applicable to such Loan Party which violation, in the case of this
clause (b)(ii), could reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under (i) the Second Lien Credit Agreement or (ii) any other material Contractual Obligation to
which such Loan Party is a party which violation, in the case of this clause (c), could reasonably be expected to result in a Material Adverse Effect. 

Section 3.04. Financial Condition; No Material Adverse Effect. 

(a) The financial statements (i) provided pursuant to Section 4.01(c)(i) and (ii) after the Closing Date, most recently
provided pursuant to Section 5.01(a) or (b), as applicable, present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower on a consolidated basis as of such dates and for
such periods in accordance with GAAP, (x) except as otherwise expressly noted therein, (y) subject, in the case of quarterly financial statements, to the absence of footnotes and normal year-end adjustments and (z) except as may be
necessary to reflect any differing entity and/or organizational structure prior to giving effect to the Transactions and/or any Permitted Practice Subsidiary Restructuring. 

(b) Since the Closing Date, there have been no events, developments or circumstances that have had, or could reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect. 
 Section 3.05. Properties. 

(a) As of the Closing Date, Schedule 3.05 sets forth the address of each Real Estate Asset (or each set of such assets that collectively
comprise one operating property) that is owned in fee simple by any Loan Party. 
 (b) The Borrower and each of its Restricted Subsidiaries
have good and valid fee simple title to or rights to purchase, or valid leasehold interests in, or easements or other limited property interests in, all of their respective Real Estate Assets and have good title to their personal property and
assets, in each case, except (i) for defects in title that do not materially interfere with their ability to conduct their business as currently conducted or to utilize such properties and assets for their intended purposes or (ii) where
the failure to have such title would not reasonably be expected to have a Material Adverse Effect. 
 (c) The Borrower and its Restricted
Subsidiaries own or otherwise have a license or right to use all rights in Patents, Trademarks, Copyrights and other rights in works of authorship (including all copyrights embodied in software) and all other intellectual property rights
(“IP Rights”) used to conduct their respective businesses as presently conducted without, to the knowledge of the Borrower, any infringement or misappropriation of the IP Rights of third parties, except to the extent the failure to
own or license or have rights to use would not, or where such infringement or misappropriation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 

Section 3.06. Litigation and Environmental Matters. 

(a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of
the Borrower, threatened in writing against or affecting the Borrower or any of its Restricted Subsidiaries which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. 

  
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 (b) Except for any matters that, individually or in the aggregate, would not reasonably be
expected to result in a Material Adverse Effect, (i) neither the Borrower nor any of its Restricted Subsidiaries is subject to or has received notice of any Environmental Claim or Environmental Liability or knows of any basis for any
Environmental Liability or Environmental Claim of the Borrower or any of its Restricted Subsidiaries and (ii) neither the Borrower nor any of its Restricted Subsidiaries has failed to comply with any Environmental Law or to obtain, maintain or
comply with any Governmental Authorization, permit, license or other approval required under any Environmental Law. 
 (c) Neither the
Borrower nor any of its Restricted Subsidiaries has treated, stored, transported or Released any Hazardous Materials on, at, under or from any currently or formerly owned, leased or operated real estate or facility in a manner that would reasonably
be expected to have a Material Adverse Effect. 
 Section 3.07. Compliance with Laws. Each of Holdings, the Borrower and each of
its Restricted Subsidiaries is in compliance with all Requirements of Law applicable to it or its property, except, in each case where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material
Adverse Effect; it being understood and agreed that this Section 3.07 shall not apply to the Requirements of Law covered by Section 3.17 below. 

Section 3.08. Investment Company Status. No Loan Party is an “investment company” as defined in, or is required to be
registered under, the Investment Company Act of 1940. 
 Section 3.09. Taxes. Each of Holdings, the Borrower and each of its
Restricted Subsidiaries has timely filed or caused to be filed all 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 that are due and payable (including in its capacity
as a withholding agent), except (a) Taxes (or any requirement to file Tax returns with respect thereto) that are being contested in good faith by appropriate proceedings and for which the Borrower or such Restricted Subsidiary, as applicable,
has set aside on its books adequate reserves in accordance with GAAP or (b) to the extent that the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. 

Section 3.10. ERISA. 

(a) Each Plan is in compliance in form and operation with its terms and with ERISA and the Code and all other applicable Requirements of Law,
except where any failure to comply would not reasonably be expected to result in a Material Adverse Effect. 
 (b) In the five-year period
prior to the date on which this representation is made or deemed made, no ERISA Event has occurred and is continuing or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably
expected to occur, would reasonably be expected to result in a Material Adverse Effect. 
 Section 3.11. Disclosure. 

(a) As of the Closing Date, with respect to information relating to the Target and its subsidiaries, to the knowledge of the Borrower, all
written information (other than the Projections, financial estimates, other forward-looking information and/or projected information and information of a general economic or industry-specific nature) concerning Holdings, the Borrower and its
subsidiaries that was included in the Information Memorandum or otherwise prepared by or on behalf of Holdings, the Borrower or its subsidiaries or their respective representatives and made available to any Initial Lender, any Arranger or the
Administrative Agent in connection with the Transactions on or before the Closing Date (the “Information”), when taken as a whole, did not, when furnished, contain any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto from time to time). 

  
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 (b) The Projections have been prepared in good faith based upon assumptions believed by the
Borrower to be reasonable at the time furnished (it being recognized that such Projections are not to be viewed as facts and are subject to significant uncertainties and contingencies many of which are beyond the Borrower’s control, that no
assurance can be given that any particular financial projections will be realized, that actual results may differ from projected results and that such differences may be material). 

Section 3.12. Solvency. As of the Closing Date and after giving effect to the Transactions and the incurrence of the Indebtedness
and obligations being incurred in connection with this Agreement and the Transactions, (i) the sum of the debt (including contingent liabilities) of the Borrower and its subsidiaries, taken as a whole, does not exceed the fair value of the
assets of the Borrower and its subsidiaries, taken as a whole, (ii) the present fair saleable value of the assets (on a going concern basis) of the Borrower and its subsidiaries, taken as a whole, is not less than the amount that will be
required to pay the probable liabilities of the Borrower and its subsidiaries, taken as a whole, on their debts as they become absolute and matured in accordance with their terms; (iii) the capital of the Borrower and its subsidiaries, taken as
a whole, is not unreasonably small in relation to the business of the Borrower and its subsidiaries, taken as a whole, contemplated as of the Closing Date; and (iv) the Borrower and its subsidiaries, taken as a whole, do not intend to incur, or
believe that they will incur, debts (including current obligations and contingent liabilities) beyond their ability to pay such debt as they mature in accordance with their terms. For purposes of this Section 3.12, it is assumed that the
Indebtedness and other obligations under the Credit Facilities and the Second Lien Facility will come due at their respective maturities. 

Section 3.13. Capitalization and Subsidiaries. Schedule 3.13 sets forth, in each case as of the Closing Date, (a) a
correct and complete list of the name of each subsidiary of Holdings and the ownership interest therein held by Holdings or its applicable subsidiary, and (b) the type of entity of Holdings and each of its subsidiaries. 

Section 3.14. Security Interest in Collateral. Subject to the terms of the last paragraph of Section 4.01, the Legal
Reservations, the Perfection Requirements and the provisions, limitations and/or exceptions set forth in this Agreement and/or any other Loan Document, the Collateral Documents create legal, valid and enforceable Liens on all of the Collateral in
favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, and upon the satisfaction of the applicable Perfection Requirements, such Liens constitute perfected Liens (with the priority that such Liens are expressed
to have under the relevant Collateral Documents, unless otherwise permitted hereunder or under any Collateral Document) on the Collateral (to the extent such Liens are required to be perfected under the terms of the Loan Documents) securing the
Secured Obligations, in each case as and to the extent set forth therein. 
 For the avoidance of doubt, notwithstanding anything herein 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 Capital Stock of any Foreign Subsidiary, or as to the rights and remedies of the Administrative Agent or any Lender with respect thereto, under foreign Requirements of Law, (B) the enforcement of any security interest,
or right or remedy with respect to any Collateral that may be limited or restricted by, or require any consent, authorization approval or license under, any Requirement of Law or (C) on the Closing Date and until required pursuant to
Section 5.12 or the last paragraph of Section 4.01(a), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the
extent the same is not required on the Closing Date pursuant to the final paragraph of Section 4.01(a). 

  
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 Section 3.15. Labor Disputes. Except as individually or in the aggregate would
not reasonably be expected to have a Material Adverse Effect, (a) there are no strikes, lockouts or slowdowns against the Borrower or any of its Restricted Subsidiaries pending or, to the knowledge of the Borrower or any of its Restricted
Subsidiaries, threatened and (b) the hours worked by and payments made to employees of the Borrower and its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Requirements of Law dealing
with such matters. 
 Section 3.16. Federal Reserve Regulations. No part of the proceeds of any Loan or any Letter of Credit have
been used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that results in a violation of the provisions of Regulation U. 

Section 3.17. OFAC; PATRIOT ACT and FCPA. 

(a) (i) None of Holdings, the Borrower nor any of its Restricted Subsidiaries nor, to the knowledge of the Borrower, any director, officer
or employee of any of the foregoing is subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and (ii) the Borrower will not directly or, to its knowledge,
indirectly, use the proceeds of the Loans or Letters of Credit or otherwise make available such proceeds to any Person for the purpose of financing the activities of any Person that is subject to any U.S. sanctions administered by OFAC, except to
the extent licensed or otherwise approved by OFAC or in compliance with applicable exemptions licenses or other approvals. 
 (b) To the
extent applicable, each Loan Party is in compliance, in all material respects, with the USA PATRIOT Act. 
 (c) Except to the extent that the
relevant violation could not reasonably be expected to have a Material Adverse Effect, (i) neither the Borrower nor any of its Restricted Subsidiaries nor, to the knowledge of the Borrower, any director, officer, agent (solely to the extent
acting in its capacity as an agent for Holdings or any of its subsidiaries) or employee of the Borrower or any Restricted Subsidiary, has taken any action, directly or indirectly, that would result in a material violation by any such Person of the
U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), including, without limitation, making any offer, payment, promise to pay or authorization or approval of the payment of any money, or other property, gift, promise
to give or authorization of the giving of anything of value, directly or indirectly, to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political
office, in each case in contravention of the FCPA and any applicable anti-corruption Requirement of Law of any Governmental Authority; and (ii) the Borrower has not directly or, to its knowledge, indirectly, used the proceeds of the Loans or
Letters of Credit or otherwise made available such proceeds to any governmental official or employee, political party, official of a political party, candidate for public 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. 
 The representations and warranties set forth in
Section 3.17 above made by or on behalf of any Foreign Subsidiary are subject to and limited by any Requirement of Law applicable to such Foreign Subsidiary; it being understood and agreed that to the extent that any Foreign Subsidiary
is unable to make any representation or warranty set forth in Section 3.17 as a result of the application of this sentence, such Foreign Subsidiary shall be deemed to have represented and warranted that it is in compliance, in all
material respects, with any equivalent Requirement of Law relating to anti-terrorism, anti-corruption or anti-money laundering that is applicable to such Foreign Subsidiary in its relevant local jurisdiction of organization. 

ARTICLE 4 
 CONDITIONS 

Section 4.01. Closing Date. The obligations of (i) each Lender to make Loans and (ii) any Issuing Bank to issue Letters
of Credit shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): 

  
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 (a) Credit Agreement and Loan Documents. The Administrative Agent (or its counsel)
shall have received from each Loan Party, to the extent party thereto, (i) a counterpart signed by such Loan Party (or written evidence reasonably satisfactory to the Administrative Agent (which may include a copy transmitted by facsimile or
other electronic method) that such party has signed a counterpart) of (A) this Agreement, (B) the Security Agreement, (C) any Intellectual Property Security Agreement, (D) the Loan Guaranty, (E) the Initial Intercreditor
Agreement and (F) each Promissory Note requested by a Lender at least three Business Days prior to the Closing Date and (ii) a Borrowing Request as required by Section 2.03. 

(b) Legal Opinions. The Administrative Agent (or its counsel) shall have received, on behalf of itself, the Lenders and each Issuing
Bank on the Closing Date, (i) a customary written opinion of Weil, Gotshal & Manges LLP, in its capacity as special counsel for the Loan Parties and (ii) customary written opinions of local counsel to the Loan Parties organized in
the jurisdictions set forth on Schedule 4.01(b), each dated the Closing Date and addressed to the Administrative Agent, the Lenders and each Issuing Bank. 

(c) Financial Statements and Pro Forma Financial Statements. The Administrative Agent shall have received: 

(i) (A) the audited consolidated balance sheets of the Target as of December 31, 2014 and December 31, 2013 and
the audited consolidated statements of operations, comprehensive income (loss), equity and cash flows of the Target for the Fiscal Years then ended and (B) the audited consolidated balance sheet of the Target as of December 31, 2015 and
the audited consolidated statement of operations, comprehensive income (loss), equity and cash flows of the Target for the Fiscal Year then ended; and 

(ii) a pro forma consolidated balance sheet of Purchaser as of December 31, 2015 (based on the balance sheet described in
clause (c)(i)(B) above) and a related consolidated statement of income for the Fiscal Year ending on such date (based on the statement of income described in clause (c)(i)(B) above), in each case, prepared in good faith after giving
effect to the Transactions as if the Transactions had occurred as of December 31, 2015, in the case of such balance sheet, or January 1, 2015, in the case of the statement of income; provided that it is understood and agreed that
the pro forma financial statements required by this clause (c)(ii) shall not be required to include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting
Standard Codification 805, Business Combinations (formerly SFAS 141R)); 
 (d) Secretary’s Certificate and Good Standing
Certificates. The Administrative Agent (or its counsel) shall have received (i) a certificate of each Loan Party, dated the Closing Date and executed by a secretary, assistant secretary or other Responsible Officer thereof, which shall
(A) certify that (w) attached thereto is a true and complete copy of the certificate or articles of incorporation, formation or organization of such Loan Party, certified by the relevant authority of its jurisdiction of organization,
(x) the certificate or articles of incorporation, formation or organization of such Loan Party attached thereto has not been amended (except as attached thereto) since the date reflected thereon, (y) attached thereto is a true and correct
copy of the by-laws or operating, management, partnership or similar agreement of such Loan Party, together with all amendments thereto as of the Closing Date and such by-laws or operating, management, partnership or similar agreement are in full
force and effect and (z) attached thereto is a true and complete copy of the resolutions or written consent, as applicable, of its board of directors, board of managers, sole member or other applicable governing body authorizing the execution
and delivery of the Loan Documents, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (B) identify by name and title and bear the signatures of the
officers, managers, directors or other authorized signatories of such Loan Party who are authorized to sign the Loan Documents to which such Loan Party is a party on the Closing Date and (ii) a good standing (or equivalent) certificate for such
Loan Party from the relevant authority of its jurisdiction of organization, dated as of a recent date. 

  
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 (e) Representations and Warranties. (i) The Specified Acquisition Agreement
Representations shall be true and correct to the extent required by the terms of the definition thereof and (ii) the Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided
that (A) in the case of any Specified Representation which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period,
as the case may be and (B) if any Specified Representation is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, (1) the definition thereof shall be the
definition of “Closing Date Material Adverse Effect” for purposes of the making or deemed making of such Specified Representation on, or as of, the Closing Date (or any date prior thereto) and (2) such Specified Representation shall
be true and correct in all respects. 
 (f) Fees. Prior to or substantially concurrently with the funding of the Initial Term Loans
hereunder, the Administrative Agent shall have received (i) all fees required to be paid by the Borrower on the Closing Date pursuant to the Fee Letter and (ii) all expenses required to be paid by the Borrower for which invoices have been
presented at least three Business Days prior to the Closing Date or such later date to which the Borrower may agree (including the reasonable fees and expenses of legal counsel required to be paid), in each case on or before the Closing Date, which
amounts may be offset against the proceeds of the Loans. 
 (g) Equity Contribution. Prior to or substantially concurrently with the
initial funding of the Loans hereunder, the Equity Contribution shall be consummated. 
 (h) Refinancing. Substantially concurrently
with the initial funding of the Loans hereunder, including by use of the proceeds thereof, the Refinancing shall be consummated. 
 (i)
Second Lien Facility. The term loans under the Second Lien Credit Agreement shall have been, or substantially concurrently with the initial funding of the Loans hereunder, shall be, funded. 

(j) Solvency. The Administrative Agent (or its counsel) shall have received a certificate in substantially the form of Exhibit P
from the chief financial officer (or other officer with reasonably equivalent responsibilities) of the Borrower dated as of the Closing Date and certifying as to the matters set forth therein. 

(k) Perfection Certificate. The Administrative Agent (or its counsel) shall have received a completed Perfection Certificate dated the
Closing Date and signed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby. 
 (l) Pledged
Stock and Pledged Notes. Subject to the final paragraph of this Section 4.01, the Administrative Agent (or its counsel) shall have received (i) the certificates representing the Capital Stock required to be pledged pursuant to
the Security Agreement, together with an undated stock power or similar instrument of transfer for each such certificate endorsed in blank by a duly authorized officer of the pledgor thereof, and (ii) each Material Debt Instrument (if any)
endorsed (without recourse) in blank (or accompanied by an transfer form endorsed in blank) by the pledgor thereof. 
 (m) Filings
Registrations and Recordings. Subject to the final paragraph of this Section 4.01, each document (including any UCC (or similar) financing statement) required by any Collateral Document or under applicable Requirements of Law to be
filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral required to be delivered pursuant to such Collateral Document, shall be in proper form
for filing, registration or recordation. 
 (n) Acquisition. Substantially concurrently with the initial funding of the Loans
hereunder, the Acquisition shall be consummated in accordance with the terms of the Acquisition Agreement, but without giving effect to any amendment, waiver or consent by Purchaser or the Target that is materially adverse to the interests of the
Arrangers or the Initial Lenders in their respective capacities as such without the consent of the Arrangers, such consent not to be unreasonably withheld, delayed or conditioned. 

  
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 (o) Closing Date Material Adverse Effect. Except as set forth in Section 3.10 of
the Disclosure Schedule (as defined in the Acquisition Agreement) and except as otherwise disclosed in the Acquisition Agreement (or its exhibits or schedules, including the Disclosure Schedule), since the date of the Balance Sheet (as defined in
the Acquisition Agreement), there has not been any event or occurrence of any condition that, individually or in the aggregate, has had or would reasonably be expected to have a Closing Date Material Adverse Effect. 

(p) USA PATRIOT Act. No later than three Business Days in advance of the Closing Date, the Administrative Agent shall have received all
documentation and other information reasonably requested with respect to any Loan Party in writing by any Initial Lender at least ten Business Days in advance of the Closing Date, which documentation or other information is required by regulatory
authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. 

(q) Officer’s Certificate. The Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower
certifying satisfaction of the conditions precedent set forth in Sections 4.01(e), (n) and (o). 
 For purposes of
determining whether the conditions specified in this Section 4.01 have been satisfied on the Closing Date, by funding the Loans hereunder or issuing a Letter of Credit on the Closing Date, the Administrative Agent, each Lender and each
Issuing Bank, as applicable, shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative
Agent, such Lender or such Issuing Bank, as the case may be. 
 Notwithstanding the foregoing, to the extent that the Lien on any Collateral
is not or cannot be created or perfected on the Closing Date (other than, to the extent required herein or in the other Loan Documents, (a) the creation and perfection of a Lien on Collateral that is of the type that may be perfected by the
filing of a UCC-1 financing statement under the UCC and (b) a pledge of the Capital Stock of the Borrower and any material Subsidiary Guarantor with respect to which a Lien may be perfected on the Closing Date by the delivery of a stock or
equivalent certificate (together with a stock power or similar instrument endorsed in blank for the relevant certificate) (other than the Capital Stock of any subsidiary of the Target with respect to which the certificate evidencing such Capital
Stock has not been delivered to Purchaser at least two Business Days prior to the Closing Date, to the extent Purchaser has used commercially reasonable efforts to procure delivery thereof, which Capital Stock may instead be delivered within two
Business Days after the Closing Date (or such later date as the Administrative Agent may reasonably agree))), in each case after Purchaser’s use of commercially reasonably efforts to do so without undue burden or expense, then the creation
and/or perfection of such Lien shall not constitute a condition precedent to the availability or initial funding of the Credit Facilities on the Closing Date, but may instead be delivered or perfected within the time period set forth in
Section 5.15. 
 Section 4.02. Each Credit Extension. After the Closing Date, the obligation of each Revolving Lender
to make any Credit Extension is subject to the satisfaction of the following conditions: 
 (a) (i) In the case of any Borrowing, the
Administrative Agent shall have received a Borrowing Request as required by Section 2.03, (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a
notice requesting the issuance of such Letter of Credit as required by Section 2.05(b) or (iii) in the case of any Borrowing of Swingline Loans, the Swingline Lender and the Administrative Agent shall have received a request as
required by Section 2.04(a). 
 (b) The representations and warranties of the Loan Parties set forth in this Agreement and the
other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit
Extension; provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period; provided,
however, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all
respects on such respective dates or for such periods. 

  
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 (c) At the time of and immediately after giving effect to the applicable Credit Extension,
no Event of Default or Default has occurred and is continuing. 
 Each Credit Extension after the Closing Date shall be deemed to constitute
a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section; provided, however, that the conditions set forth in this
Section 4.02 shall not apply to (A) any Incremental Loan made in connection with any acquisition, other Investment or irrevocable repayment or redemption of Indebtedness and/or (B) any Credit Extension under any Incremental
Amendment, Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Amendment, Refinancing Amendment or Extension Amendment, as
applicable. 
 ARTICLE 5 

AFFIRMATIVE COVENANTS 
 From the
Closing Date until the date on which all Revolving Credit Commitments have expired or terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable under any Loan Document (other than contingent
indemnification obligations for which no claim or demand has been made) have been paid in full in Cash and all Letters of Credit have expired or have been terminated (or have been (x) collateralized or back-stopped by a letter of credit or
otherwise in a manner reasonably satisfactory to the relevant Issuing Bank or (y) deemed reissued under another agreement in a manner reasonably acceptable to the applicable Issuing Bank and the Administrative Agent) and all LC Disbursements
have been reimbursed (such date, the “Termination Date”), Holdings (solely with respect to Sections 5.02, 5.03 and 5.12) and the Borrower hereby covenant and agree with the Lenders that: 

Section 5.01. Financial Statements and Other Reports. The Borrower will deliver to the Administrative Agent for delivery by the
Administrative Agent, subject to Section 9.05(f), to each Lender: 
 (a) Quarterly Financial Statements. As soon as
available, and in any event within 50 days (or (x) in the case of the Fiscal Quarter ending June 30, 2016 and (y) any Fiscal Quarter in which a Permitted Practice Subsidiary Restructuring is consummated with respect to any material
subsidiary (in the good faith determination of the Borrower), 75 days) after the end of each of the first three Fiscal Quarters of each Fiscal Year, commencing with the Fiscal Quarter ending June 30, 2016, the consolidated balance sheet of the
Borrower as at the end of such Fiscal Quarter and the related consolidated statements of operations and cash flows of the Target for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal
Quarter, and setting forth, in reasonable detail, in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail, together with a Responsible Officer Certification (which may be
included in the applicable Compliance Certificate) with respect thereto; provided, however, that such financial statements shall only be required to reflect the Borrower’s good faith estimate of any purchase accounting adjustments
relating to (A) the Acquisition for any Fiscal Quarter ending on or prior to December 31, 2016 or (B) any acquisition consummated after the Closing Date until the Fiscal Quarter ending March 31 of the Fiscal Year following the
Fiscal Year in which the relevant acquisition was consummated; 

  
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 (b) Annual Financial Statements. As soon as available, and in any event within 120
days after the end of each Fiscal Year ending after the Closing Date, (i) the consolidated balance sheet of the Borrower as at the end of such Fiscal Year and the related consolidated statements of operations, stockholders’ equity and cash
flows of the Borrower for such Fiscal Year and, commencing after the completion of the second full Fiscal Year ended after the Closing Date, setting forth, in reasonable detail, in comparative form the corresponding figures for the previous Fiscal
Year and (ii) with respect to such consolidated financial statements, a report thereon of an independent certified public accountant of recognized national standing (which report shall not be subject to a “going concern” explanatory
paragraph or like statement (except as resulting from (A) the impending maturity of any Indebtedness within the four full Fiscal Quarter period following the relevant audit date and/or (B) any breach or anticipated breach of any financial
covenant)), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Borrower as at the dates indicated and its income and cash flows for the periods indicated
in conformity with GAAP; 
 (c) Compliance Certificate. Together with each delivery of financial statements of the Borrower pursuant
to Sections 5.01(a) and (b), (i) a duly executed and completed Compliance Certificate and (ii) (A) a summary of the pro forma adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from
such financial statements and (B) a list identifying each subsidiary of the Borrower as a Restricted Subsidiary or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate or confirmation that there is no change in
such information since the later of the Closing Date and the date of the last such list; 
 (d) [Reserved]; 

(e) Notice of Default. Promptly upon any Responsible Officer of the Borrower obtaining knowledge of (i) any Default or Event of
Default or (ii) the occurrence of any event or change that has caused or evidences or would reasonably be expected to cause or evidence, either individually or in the aggregate, a Material Adverse Effect, a reasonably-detailed notice specifying
the nature and period of existence of such condition, event or change and what action the Borrower has taken, is taking and proposes to take with respect thereto; 

(f) Notice of Litigation. Promptly upon any Responsible Officer of the Borrower obtaining knowledge of (i) the institution of, or
threat of, any Adverse Proceeding not previously disclosed in writing by the Borrower to the Administrative Agent, or (ii) any material development in any Adverse Proceeding that, in the case of either of clauses (i) or (ii),
could reasonably be expected to have a Material Adverse Effect, written notice thereof from the Borrower together with such other non-privileged information as may be reasonably available to the Loan Parties to enable the Lenders to evaluate such
matters; 
 (g) ERISA. Promptly upon any Responsible Officer of the Borrower becoming aware of the occurrence of any ERISA Event that
could reasonably be expected to have a Material Adverse Effect, a written notice specifying the nature thereof; 
 (h) Financial Plan.
As soon as available and in any event no later than 90 days after the beginning of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2017, an annual operating budget prepared by management of the Borrower; 

(i) Information Regarding Collateral. Prompt (and, in any event, within 90 days of the relevant change) written notice of any change
(i) in any Loan Party’s legal name, (ii) in any Loan Party’s type of organization, (iii) in any Loan Party’s jurisdiction of organization or (iv) in any Loan 

Party’s organizational identification number, in each case, to the extent such information is necessary to enable the Administrative Agent
to perfect or maintain the perfection and priority of its security interest in the Collateral of the relevant Loan Party, together with a certified copy of the applicable Organizational Document reflecting the relevant change; 

(j) Quarterly Lender Calls. Promptly upon the request of the Administrative Agent following delivery of financial statements pursuant to
Section 5.01(a) and Section 5.01(b), the Borrower will participate in a meeting by teleconference with the Administrative Agent and the Lenders during normal business hours to discuss the relevant Fiscal Quarter’s
results and the financial condition of the Borrower, its Restricted Subsidiaries and the Consolidated APCs. 

  
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 (k) Certain Reports. Promptly upon their becoming available and without duplication
of any obligations with respect to any such information that is otherwise required to be delivered under the provisions of any Loan Document, copies of (i) following a Qualifying IPO, all financial statements, reports, notices and proxy
statements sent or made available generally by Holdings or its applicable Parent Company to its security holders acting in such capacity and (ii) all regular and periodic reports and all registration statements (other than on Form S-8 or a
similar form) and prospectuses, if any, filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating
to securities; and 
 (l) Other Information. Such other certificates, reports and information (financial or otherwise) as the
Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of Holdings, the Borrower nor any Restricted
Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial trade secrets or non-financial proprietary information of Holdings, the Borrower or any of its subsidiaries or any of their respective
customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by applicable Requirements of Law, (c) that is subject to attorney-client
or similar privilege or constitutes attorney work product or (d) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were
not entered into in contemplation of the requirements of this Section 5.01(l)). 
 Documents required to be delivered pursuant
to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) (x) posts such documents or (y) provides
a link thereto at the website address listed on Schedule 9.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(k) above, the Borrower shall promptly notify (which notice may
be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed on Schedule 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft
copies) of such documents; (ii) on which such documents are delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks, SyndTrak or another relevant website (the “Platform”), if
any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); (iii) on which such documents are faxed to the Administrative Agent (or
electronically mailed to an address provided by the Administrative Agent); or (iv) in respect of the items required to be delivered pursuant to Section 5.01(k) above in respect of information filed by Holdings or its applicable
Parent Company with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports described in
Sections 5.01(a) and (b), respectively), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. 

Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (h) of this Section 5.01
may be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as
applicable, Form 10-K or 10-Q, as applicable, filed with the SEC or any securities exchange, in each case, within the time periods specified in such paragraphs; provided that, with respect to each of clauses (A) and (B),
(i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by consolidating information that summarizes in reasonable detail the differences between the information relating to such
Parent Company, on the one hand, and the information relating to the Borrower and its consolidated subsidiaries and Consolidated APCs on a standalone basis, on the other hand, which 

  
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consolidating information shall be certified by a Responsible Officer of the Borrower as having been fairly presented in all material respects and (ii) to the extent such statements are in
lieu of statements required to be provided under Section 5.01(b), such statements shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and
opinion shall satisfy the applicable requirements set forth in Section 5.01(b) as if the references to “the Borrower” therein were references to such Parent Company. 

No financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall be required to include
acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition or other Investment to the extent it is not practicable to include any such adjustments in such financial statement. 

Section 5.02. Existence. Except as otherwise permitted under Section 6.07, Holdings and the Borrower will, and the
Borrower will cause each of its Restricted Subsidiaries to, at all times preserve and keep in full force and effect its existence and all rights, franchises, licenses and permits material to its business except, other than with respect to the
preservation of the existence of the Borrower, to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect; provided that neither Holdings nor the Borrower nor any of the Borrower’s
Restricted Subsidiaries shall be required to preserve any such existence (other than with respect to the preservation of existence of the Borrower), right, franchise, license or permit if a Responsible Officer of such Person or such Person’s
board of directors (or similar governing body) determines that the preservation thereof is no longer desirable in the conduct of the business of such Person, and that the loss thereof is not disadvantageous in any material respect to such Person or
to the Lenders (taken as a whole). 
 Section 5.03. Payment of Taxes. Holdings and the Borrower will, and the Borrower will
cause each of its Restricted Subsidiaries to, pay all Taxes imposed upon it or any of its properties or assets or in respect of any of its income or businesses or franchises before any penalty or fine accrues thereon; provided,
however, that no such Tax need be paid if (a) it is being contested in good faith by appropriate proceedings, so long as (i) adequate reserves or other appropriate provisions, as are required in conformity with GAAP, have been made
therefor and (ii) in the case of a Tax which has resulted or may result in the creation of a Lien on any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such Tax or
(b) failure to pay or discharge the same could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. 

Section 5.04. Maintenance of Properties. The Borrower will, and will cause each of its Restricted Subsidiaries to, maintain or
cause to be maintained in good repair, working order and condition, ordinary wear and tear and casualty and condemnation excepted, all property reasonably necessary to the normal conduct of business of the Borrower and its Restricted Subsidiaries
and from time to time will make or cause to be made all needed and appropriate repairs, renewals and replacements thereof except as expressly permitted by this Agreement or where the failure to maintain such properties or make such repairs, renewals
or replacements could not reasonably be expected to have a Material Adverse Effect. 
 Section 5.05. Insurance. Except where the
failure to do so would not reasonably be expected to have a Material Adverse Effect, the Borrower will maintain or cause to be maintained, with financially sound and reputable insurers, such insurance coverage with respect to liability, loss or
damage in respect of the assets, properties and businesses of the Borrower and its Restricted Subsidiaries as may customarily be carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses, in
each case in such amounts (giving effect to self-insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for such Persons, including flood insurance with respect to each Flood Hazard
Property, in each case in compliance with the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973 (where applicable). Each such policy of insurance shall, subject to Section 5.15 hereof, (i) name the
Administrative Agent on behalf of the Secured Parties as an additional insured thereunder as its interests may appear and (ii) (A) to the extent available from the relevant insurance carrier in the case of each casualty insurance policy
(excluding any business interruption insurance 

  
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 policy), contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the
Secured Parties as the loss payee thereunder and (B) to the extent available from the relevant insurance carrier after submission of a request by the applicable Loan Party to obtain the same, provide for at least 30 days’ prior written
notice to the Administrative Agent of any modification or cancellation of such policy (or 10 days’ prior written notice in the case of the failure to pay any premiums thereunder). 

Section 5.06. Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized
representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are
located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public
accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion) at the expense of the Borrower, all upon reasonable notice and at reasonable times during normal
business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06 and (b) except as expressly set forth
in the proviso below during the continuance of an Event of Default, the Administrative Agent shall not exercise such rights more often than one time during any calendar year; provided, further, that when an Event of Default exists, the
Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice; provided, further,
that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document,
information, or other matter (A) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (B) in respect of which disclosure to
the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (C) that is subject to attorney-client or similar privilege or constitutes attorney work product
or (D) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of
this Section 5.06). 
 Section 5.07. Maintenance of Book and Records. The Borrower will, and will cause its
Restricted Subsidiaries to, maintain proper books of record and account containing entries of all material financial transactions and matters involving the assets and business of the Borrower and its Restricted Subsidiaries that are full, true and
correct in all material respects and permit the preparation of consolidated financial statements in accordance with GAAP. 

Section 5.08. Compliance with Laws. The Borrower will comply, and will cause each of its Restricted Subsidiaries to comply, with
the requirements of all applicable Requirements of Law (including applicable ERISA and all Environmental Laws, OFAC, the USA PATRIOT Act and the FCPA), except to the extent the failure of the Borrower or the relevant Restricted Subsidiary to comply
could not reasonably be expected to have a Material Adverse Effect; provided that the requirements set forth in this Section 5.08, as they pertain to compliance by any Foreign Subsidiary with OFAC, the USA PATRIOT ACT and the FCPA are
subject to and limited by any Requirement of Law applicable to such Foreign Subsidiary in its relevant local jurisdiction. 

Section 5.09. Environmental. 

(a) Environmental Disclosure. The Borrower will deliver to the Administrative Agent as soon as practicable following the sending or
receipt thereof by the Borrower or any of its Restricted Subsidiaries, a copy of any and all written communications with respect to (A) any Environmental Claim that, individually or in the aggregate, has a reasonable possibility of giving rise
to a Material Adverse Effect, (B) any Release required to be reported by the Borrower or any of its Restricted Subsidiaries to any federal, state or local 

  
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 governmental or regulatory agency or other Governmental Authority that reasonably could be expected to have
a Material Adverse Effect, (C) any request made to the Borrower or any of its Restricted Subsidiaries for information from any governmental agency that suggests such agency is investigating whether the Borrower or any of its Restricted
Subsidiaries may be potentially responsible for any Hazardous Materials Activity which is reasonably expected to have a Material Adverse Effect and (D) subject to the limitations set forth in the proviso to Section 5.01(l), such
other documents and information as from time to time may be reasonably requested by the Administrative Agent in relation to any matters disclosed pursuant to this Section 5.09(a); 

(b) Hazardous Materials Activities, Etc. The Borrower shall promptly take, and shall cause each of its Restricted Subsidiaries promptly
to take, any and all actions necessary to (i) cure any violation of applicable Environmental Laws by the Borrower or its Restricted Subsidiaries, and address with appropriate corrective or remedial action any Release or threatened Release of
Hazardous Materials at or from any Facility, in each case, that could reasonably be expected to have a Material Adverse Effect and (ii) make an appropriate response to any Environmental Claim against the Borrower or any of its Restricted
Subsidiaries and discharge any obligations it may have to any Person thereunder, in each case, where failure to do so could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 

Section 5.10. Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or redesignate) any
subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) after giving effect to such designation, no Event of Default exists (including after giving effect to the
reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (ii) no subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted
Subsidiary” for purposes of the Second Lien Credit Agreement and (iii) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower (unless such Restricted
Subsidiary is also designated as an Unrestricted Subsidiary) or hold any Indebtedness of or any Lien on any property of the Borrower or its Restricted Subsidiaries (unless the Borrower or such Restricted Subsidiary is permitted to incur such
Indebtedness or grant such Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02). The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its
applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s)
equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted
Subsidiary shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such subsidiary, as applicable; provided that upon any re-designation of any
Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such
Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designation. 

Section 5.11. Use of Proceeds. The Borrower shall use the proceeds of the Revolving Loans (a) on the Closing Date, in an
aggregate principal amount of up to $10,000,000 (i) to finance the payment of Transaction Costs, (ii) for working capital needs and other general corporate purposes and (iii) to finance purchase price adjustments under the Acquisition
Agreement (including with respect to the amount of any Cash, Cash Equivalents, marketable securities and working capital to be acquired), and (b) after the Closing Date, to finance working capital needs and other general corporate purposes of
the Borrower and its subsidiaries (including for capital expenditures, acquisitions, Investments, working capital and/or purchase price adjustments (including in connection with the Acquisition), Restricted Payments, Restricted Debt Payments and
related fees and expenses) and any other purpose not prohibited by the terms of the Loan Documents. The Borrower shall use the proceeds of the Swingline Loans made after the Closing Date to finance the working capital needs and other general
corporate purposes of the Borrower and its subsidiaries and any other purpose not prohibited by the terms of the Loan Documents. The Borrower shall use the 

  
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 proceeds of the Initial Term Loans solely to finance a portion of the Transactions (including working
capital and/or purchase price adjustments under the Acquisition Agreement (including with respect to the amount of any Cash, Cash Equivalents, marketable securities and working capital to be acquired) and the payment of Transaction Costs). Letters
of Credit may be issued (i) on the Closing Date to replace or provide credit support for any letter of credit, bank guarantee and/or surety, customs, performance or similar bond of the Target and its subsidiaries or any of their respective
Affiliates and/or to replace cash collateral posted by any of the foregoing Persons and (ii) after the Closing Date, for general corporate purposes of the Borrower and its subsidiaries and any other purpose not prohibited by the terms of the
Loan Documents. 
 Section 5.12. Covenant to Guarantee Obligations and Give Security. 

(a) Upon (i) the formation or acquisition after the Closing Date of any Restricted Subsidiary that is a Domestic Subsidiary, (ii) the
designation of any Unrestricted Subsidiary that is a Domestic Subsidiary as a Restricted Subsidiary, (iii) any Restricted Subsidiary that is a Domestic Subsidiary ceasing to be an Immaterial Subsidiary or (iv) any Restricted Subsidiary
that was an Excluded Subsidiary ceasing to be an Excluded Subsidiary, (x) if the event giving rise to the obligation under this Section 5.12(a) occurs during the first three Fiscal Quarters of any Fiscal Year, on or before the date
on which financial statements are required to be delivered pursuant to Section 5.01(a) for the Fiscal Quarter in which the relevant formation, acquisition, designation or cessation occurred or (y) if the event giving rise to the
obligation under this Section 5.12(a) occurs during the fourth Fiscal Quarter of any Fiscal Year, on or before the date that is 60 days after the end of such Fiscal Quarter (or, in the cases of clauses (x) and (y),
such longer period as the Administrative Agent may reasonably agree), the Borrower shall (A) cause such Restricted Subsidiary (other than any Excluded Subsidiary) to comply with the requirements set forth in clause (a) of the
definition of “Collateral and Guarantee Requirement” and (B) upon the reasonable request of the Administrative Agent, cause the relevant Restricted Subsidiary (other than any Excluded Subsidiary) to deliver to the Administrative Agent
a signed copy of a customary opinion of counsel for such Restricted Subsidiary, addressed to the Administrative Agent and the other relevant Secured Parties. 

(b) Within 90 days after the acquisition by any Loan Party of any Material Real Estate Asset other than any Excluded Asset (or such longer
period as the Administrative Agent may reasonably agree), the Borrower shall cause such Loan Party to comply with the requirements set forth in clause (b) of the definition of “Collateral and Guarantee Requirement”; it being
understood and agreed that, with respect to any Material Real Estate Asset owned by any Restricted Subsidiary at the time such Restricted Subsidiary is required to become a Loan Party under Section 5.12(a) above, such Material Real
Estate Asset shall be deemed to have been acquired by such Restricted Subsidiary on the first day of the time period within which such Restricted Subsidiary is required to become a Loan Party under Section 5.12(a). 

(c) Notwithstanding anything to the contrary herein or in any other Loan Document, it is understood and agreed that: 

(i) the Administrative Agent may grant extensions of time (including after the expiration of any relevant period, which apply
retroactively) for the creation and perfection of security interests in, or obtaining of title insurance, legal opinions, surveys or other deliverables with respect to, particular assets or the provision of any Loan Guaranty by any Restricted
Subsidiary (in connection with assets acquired, or Restricted Subsidiaries formed or acquired, after the Closing Date), and each Lender hereby consents to any such extension of time, 

(ii) any Lien required to be granted from time to time pursuant to the definition of “Collateral and Guarantee
Requirement” shall be subject to the exceptions and limitations set forth in the Collateral Documents, 

  
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 (iii) perfection by control shall not be required with respect to assets
requiring perfection through control agreements or other control arrangements (other than control of pledged Capital Stock and/or Material Debt Instruments, in each case to the extent the same otherwise constitute Collateral), 

(iv) no Loan Party shall be required to seek any landlord lien waiver, bailee letter, estoppel, warehouseman waiver or other
collateral access or similar letter or agreement; 
 (v) no Loan Party will be required to (A) take any action outside
of the U.S. in order to create or perfect any security interest in any asset located outside of the U.S., (B) execute any foreign law security agreement, pledge agreement, mortgage, deed or charge or (C) make any foreign intellectual
property filing, conduct any foreign intellectual property search or prepare any foreign intellectual property schedule, in each case other than with respect to a Foreign Subsidiary designated as a Subsidiary Guarantor pursuant to the last sentence
of the definition of “Subsidiary Guarantor”; 
 (vi) in no event will the Collateral include any Excluded Asset;

 (vii) no action shall be required to perfect any Lien with respect to (1) any vehicle or other asset subject to a
certificate of title, (2) Letter-of-Credit Rights, (3) the Capital Stock of any Immaterial Subsidiary and/or (4) the Capital Stock of any Person that is not a subsidiary, which Person, if a subsidiary, would constitute an Immaterial
Subsidiary, in each case except to the extent that a security interest therein can be perfected by filing a Form UCC-1 (or similar) financing statement under the UCC; and 

(viii) no action shall be required to perfect a Lien in any asset in respect of which the perfection of a security interest
therein would (1) be prohibited by enforceable anti-assignment provisions set forth in any contract that is permitted or otherwise not prohibited by the terms of this Agreement and is binding on such asset at the time of its acquisition and not
incurred in contemplation thereof (other than in the case of capital leases, purchase money and similar financings), (2) violate the terms of any contract relating to such asset that is permitted or otherwise not prohibited by the terms of this
Agreement and is binding on such asset at the time of its acquisition and not incurred in contemplation thereof (other than in the case of capital leases, purchase money and similar financings), in each case, after giving effect to the applicable
anti-assignment provisions of the UCC or other applicable law or (3) trigger termination of any contract relating to such asset that is permitted or otherwise not prohibited by the terms of this Agreement and is binding on such asset at the
time of its acquisition and not incurred in contemplation thereof (other than in the case of capital leases, purchase money and similar financings) pursuant to any “change of control” or similar provision, it being understood that
(A) the Collateral shall include any proceeds and/or receivables arising out of any contract described in this clause to the extent the assignment of such proceeds or receivables is expressly deemed effective under the UCC or other applicable
Requirements of Law notwithstanding the relevant prohibition, violation or termination right and (B) in no event shall this clause (viii) be construed to limit the perfection of a Lien on the rights and interests of any Loan Party
under any Management Services Agreement, any other agreement constituting an Acceptable Practice Management Arrangement or any other agreement among any Loan Party and any Affiliated Practice relating to the provision of management services or fees,
or any proceeds thereof, in each case, to the extent a security interest therein is otherwise required to be perfected in accordance with the terms of the Loan Documents. 

(ix) no Loan Party shall be required to perfect a security interest in any asset to the extent the perfection of a security
interest in such asset would be prohibited under any applicable Requirement of Law, 

  
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 (x) any joinder or supplement to any Loan Guaranty, any Collateral Document
and/or any other Loan Document executed by any Restricted Subsidiary that is required to become a Loan Party pursuant to Section 5.12(a) above (including any Joinder Agreement) may, with the consent of the Administrative Agent (not to be
unreasonably withheld or delayed), include such schedules (or updates to schedules) as may be necessary to qualify any representation or warranty set forth in any Loan Document to the extent necessary to ensure that such representation or warranty
is true and correct to the extent required thereby or by the terms of any other Loan Document, 
 (xi) (A) no Loan Party
will be required to take any action required under the Federal Assignment of Claims Act and (B) no Secured Party will be permitted to exercise any right of setoff in respect of any account maintained solely for the purpose of receiving and
holding government receivables, 
 (xii) for the avoidance of doubt, in no event shall any Affiliated Practice and/or any
other person that is not a subsidiary be required to provide an Guaranty of any Secured Obligation or comply with any other requirement of this Section 5.12 and 

(xiii) the Administrative Agent shall not require the taking of a Lien on, or require the perfection of any Lien granted in,
those assets as to which the cost of obtaining or perfecting such Lien (including any mortgage, stamp, intangibles or other tax or expenses relating to such Lien) is excessive in relation to the benefit to the Lenders of the security afforded
thereby as reasonably determined in writing by the Borrower and the Administrative Agent. 
 Section 5.13. Maintenance of
Ratings. The Borrower shall use commercially reasonable efforts to maintain public corporate facility and public corporate family ratings from each of S&P and Moody’s; provided that in no event shall the Borrower be required to
maintain any specific rating with any such agency. 
 Section 5.14. Further Assurances. Promptly upon request of the
Administrative Agent and subject to the limitations described in Section 5.12: 
 (a) Holdings and the Borrower will, and will
cause each other Loan Party to, execute any and all further documents, financing statements, agreements, instruments, certificates, notices and acknowledgments and take all such further actions (including the filing and recordation of financing
statements, fixture filings, Mortgages and/or amendments thereto and other documents), that may be required under any applicable Requirements of Law and which the Administrative Agent may reasonably request to ensure the creation, perfection and
priority of the Liens created or intended to be created under the Collateral Documents, all at the expense of the relevant Loan Parties. 

(b) Holdings and the Borrower will, and will cause each other Loan Party to, (i) correct any material defect or error that may be
discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and
re-register any and all such further acts (including notices to third parties), deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to ensure the creation, perfection
and priority of the Liens created or intended to be created under the Collateral Documents. 
 Section 5.15. Post-Closing
Covenant. Prior to the date that is 45 days after the Closing Date (or such longer period as the Administrative Agent may reasonably agree), the Borrower shall (a) deliver insurance certificates reasonably satisfactory to the Administrative
Agent that evidence satisfaction of the requirements set forth in clauses (i) and (ii)(A) of Section 5.05 of this Agreement, (b) deliver loss payable and additional insured endorsements contemplated by
Section 5.05 of this Agreement, which endorsements shall be reasonably satisfactory to the Administrative Agent, and (c) use commercially reasonable efforts to deliver endorsements providing for prior written notice to the
Administrative Agent of any modification or cancellation pursuant to Section 5.05(ii)(B). 

  
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 Section 5.16. Affiliated Practices. 

(a) The Borrower shall, and shall cause each Loan Party to, enforce its material rights under each Management Services Agreement, each
Securities Transfer Restriction Agreement, each Therapy Director Agreement and each Practice Loan Agreement, in each case, where failure to do so could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 

(b) If any Person acquired by a Loan Party or a Consolidated APC in a Permitted Acquisition becomes a Consolidated APC or is amalgamated,
merged or consolidated with or into, or transfers or conveys substantially all of its assets to or is liquidated into any Consolidated APC or if any assets are purchased by or transferred to any Consolidated APC (other than as part of any Permitted
Practice Subsidiary Restructuring), in each case, on or before the date on which financial statements are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, for the Fiscal Quarter in which such transaction
occurs, such Loan Party or the relevant APC Manager, as applicable, shall use commercially reasonable efforts to cause the relevant Consolidated APC (the “Relevant APC”) or the Person into which the relevant Consolidated APC is
amalgamated, merged or consolidated or to which the Relevant APC transfers substantially all of its assets, to transfer to a Loan Party substantially all of the assets of the Relevant APC (other than Accounts, employment agreements, payor contracts,
other assets which the Relevant APC must retain, in the reasonable judgment of the Borrower, to comply with any Requirement of Law and any other asset with respect to which the Borrower has determined in its reasonable business judgment that the
cost, burden, difficulty or consequence (including any adverse tax consequence, any third party consent and any effect on the ability of the Borrower and/or any subsidiary and/or any Affiliated Practice to conduct their respective operations and
business in the ordinary course) of transferring such assets outweighs or is excessive in light of, the practical benefit to the Secured Parties afforded thereby). 

ARTICLE 6 
 NEGATIVE COVENANTS

 From the Closing Date and until the Termination Date, Holdings (solely with respect to Section 6.14) and the Borrower
covenant and agree with the Lenders that: 
 Section 6.01. Indebtedness. The Borrower shall not, nor shall it permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume or otherwise become or remain liable with respect to any Indebtedness, except: 

(a) the Secured Obligations (including any Additional Term Loans and any Additional Revolving Loans); 

(b) Indebtedness of the Borrower to Holdings and/or any Restricted Subsidiary and/or of any Restricted Subsidiary to Holdings, the Borrower
and/or any other Restricted Subsidiary; provided that in the case of any Indebtedness of any Restricted Subsidiary that is not a Loan Party owing to any Restricted Subsidiary that is a Loan Party, such Indebtedness shall be permitted as an
Investment under Section 6.06; provided, further, that any Indebtedness of any Loan Party to any Restricted Subsidiary that is not a Loan Party must be unsecured and expressly subordinated to the Obligations of such Loan
Party on terms that are reasonably acceptable to the Administrative Agent (including pursuant to any Intercompany Note); 
 (c) Indebtedness
owing in respect of any loan made by any Affiliated Practice to the Borrower and/or any Loan Party so long as, except as the Administrative Agent may otherwise agree, (i) the obligations of any Loan Party in respect of any such Indebtedness are
subordinated to the Obligations, (ii) the relevant Affiliated Practice agrees to waive any right to set off management fees owing in respect of any Management Services Agreement and (iii) the cash used to fund any such loan to the Borrower
and/or any Loan Party is from internally generated cash of an Affiliated Practice; 

  
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 (d) Indebtedness arising from any agreement providing for indemnification, adjustment of
purchase price or similar obligations (including contingent earn-out obligations) incurred in connection with any Disposition permitted hereunder, any acquisition permitted hereunder or consummated prior to the Closing Date or any other purchase of
assets or Capital Stock, and Indebtedness arising from guaranties, letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments securing the performance of the Borrower or any such Restricted Subsidiary pursuant to any
such agreement; 
 (e) Indebtedness of the Borrower and/or any Restricted Subsidiary (i) pursuant to tenders, statutory obligations,
bids, leases, governmental contracts, trade contracts, surety, stay, customs, appeal, performance and/or return of money bonds or other similar obligations incurred in the ordinary course of business and (ii) in respect of letters of credit,
bank guaranties, surety bonds, performance bonds or similar instruments to support any of the foregoing items; 
 (f) Indebtedness of the
Borrower and/or any Restricted Subsidiary in respect of commercial credit cards, stored value cards, purchasing cards, treasury management services, netting services, overdraft protections, check drawing services, automated payment services
(including depository, overdraft, controlled disbursement, ACH transactions, return items and interstate depository network services), employee credit card programs, cash pooling services and any arrangements or services similar to any of the
foregoing and/or otherwise in connection with Cash management and Deposit Accounts, including Banking Services Obligations and incentive, supplier finance or similar programs; 

(g) (i) guaranties by the Borrower and/or any Restricted Subsidiary of the obligations of suppliers, customers and licensees in the
ordinary course of business, (ii) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower and/or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments
in connection with such goods and services and (iii) Indebtedness in respect of letters of credit, bankers’ acceptances, bank guaranties or similar instruments supporting trade payables, warehouse receipts or similar facilities entered
into in the ordinary course of business; 
 (h) Guarantees by the Borrower and/or any Restricted Subsidiary of Indebtedness or other
obligations of the Borrower, any Restricted Subsidiary and/or any joint venture with respect to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.01 or other obligations not prohibited by this Agreement;
provided that in the case of any Guarantee by any Loan Party of the obligations of any non-Loan Party, the related Investment is permitted under Section 6.06; 

(i) Indebtedness of the Borrower and/or any Restricted Subsidiary existing, or pursuant to commitments existing, on the Closing Date and
described on Schedule 6.01; 
 (j) Indebtedness of Restricted Subsidiaries that are not Loan Parties; provided that the
aggregate outstanding principal amount of such Indebtedness shall not exceed $45,000,000; 
 (k) Indebtedness of the Borrower and/or any
Restricted Subsidiary consisting of obligations owing under incentive, supply, license or similar agreements entered into in the ordinary course of business; 

(l) Indebtedness of the Borrower and/or any Restricted Subsidiary consisting of (i) the financing of insurance premiums,
(ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business and/or (iii) obligations to reacquire assets or inventory in connection with customer financing arrangements in the ordinary
course of business; 
 (m) Indebtedness of the Borrower and/or any Restricted Subsidiary with respect to Capital Leases and purchase money
Indebtedness in an aggregate outstanding principal amount not to exceed the greater of $30,000,000 and 22% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period; 

  
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 (n) Indebtedness of any Person that becomes a Restricted Subsidiary or Indebtedness assumed
in connection with an acquisition permitted hereunder after the Closing Date; provided that (i) such Indebtedness (A) existed at the time such Person became a Restricted Subsidiary or the assets subject to such Indebtedness were
acquired and (B) was not created or incurred in anticipation thereof, (ii) no Event of Default under Section 7.01(a), (f) or (g) exists and (iii) either (A) the Borrower is in compliance with
Section 6.15(a) (whether or not then in effect) calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period or (B) such Indebtedness is in an aggregate principal amount outstanding not to exceed the
greater of $20,000,000 and 15% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period; 
 (o) Indebtedness
consisting of promissory notes issued by the Borrower or any Restricted Subsidiary to any stockholder of any Parent Company or any current or former director, officer, employee, member of management, manager or consultant of any Parent Company, the
Borrower or any subsidiary (or their respective Immediate Family Members) to finance the purchase or redemption of Capital Stock of any Parent Company permitted by Section 6.04(a); 

(p) Indebtedness refinancing, refunding or replacing any Indebtedness permitted under clauses (a), (i), (m), (n),
(q), (r), (u), (w), (y), and (z) of this Section 6.01 (in any case, including any refinancing Indebtedness incurred in respect thereof, “Refinancing Indebtedness”) and any
subsequent Refinancing Indebtedness in respect thereof; provided that: 
 (i) the principal amount of such
Indebtedness does not exceed the principal amount of the Indebtedness being refinanced, refunded or replaced, except by (A) an amount equal to unpaid accrued interest, penalties and premiums (including tender premiums) thereon plus underwriting
discounts, other reasonable and customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield payments) incurred in connection with the relevant refinancing, refunding or replacement and the related
refinancing transaction, (B) an amount equal to any existing commitments unutilized thereunder and (C) additional amounts permitted to be incurred pursuant to this Section 6.01 (provided that (1) any additional
Indebtedness referenced in this clause (C) satisfies the other applicable requirements of this definition (with additional amounts incurred in reliance on this clause (C) constituting a utilization of the relevant basket or
exception pursuant to which such additional amount is permitted) and (2) if such additional Indebtedness is secured, the Lien securing such Indebtedness satisfies the applicable requirements of Section 6.02), 

(ii) other than in the case of Refinancing Indebtedness with respect to clauses (i), (m), (n),
(u) and/or (y) (other than customary bridge loans with a maturity date of not longer than one year; provided that any loans, notes, securities or other Indebtedness which are exchanged for or otherwise replace such
bridge loans shall be subject to the requirements of this clause (ii)), such Indebtedness has (A) a final maturity equal to or later than (and, in the case of revolving Indebtedness, does not require mandatory commitment reductions, if
any, prior to) the earlier of (x) the Latest Term Loan Maturity Date and (y) the final maturity of the Indebtedness being refinanced, refunded or replaced and (B) other than with respect to revolving Indebtedness, such Indebtedness
(x) has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being refinanced, refunded or replaced (without giving effect to any prepayments thereof) or (y) a Weighted
Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the outstanding Term Loans at such time, 

(iii) the terms of any Refinancing Indebtedness with an original principal amount in excess of the Threshold Amount (excluding,
to the extent applicable, pricing, fees, premiums, rate floors, optional prepayment, redemption terms or subordination terms and, with respect to Refinancing Indebtedness incurred in respect of Indebtedness permitted under clause
(a) above, security), are not, taken as a whole (as reasonably determined by the Borrower), more favorable to the lenders providing such Indebtedness than those applicable to the Indebtedness being refinanced, refunded or replaced 

  
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 (other than (A) any covenants or other provisions applicable only to periods after the
applicable maturity date of the debt then-being refinanced as of such date, (B) any covenants or provisions which are then-current market terms for the applicable type of Indebtedness or (C) solely in the case, of Refinancing Indebtedness
in respect of Indebtedness incurred in reliance on clauses (a) and/or (z), any covenants or other provisions which are conformed (or added) to the Loan Documents for the benefit of the Lenders or, as applicable, the Administrative
Agent pursuant to an amendment to this Agreement effectuated in reliance on Section 9.02(d)(ii)), 
 (iv) in the
case of Refinancing Indebtedness with respect to Indebtedness permitted under clauses (j), (m), (n), (q) (solely as it relates to the Non-Loan Party Debt Cap), (r), (u), (w) (solely as it
relates to the Non-Loan Party Debt Cap), (y) and (z) (solely as it relates to the Shared Incremental Amount) of this Section 6.01, the incurrence thereof shall be without duplication of any amounts outstanding in
reliance on the relevant clause such that the amount available under the relevant clause shall be reduced by the amount of the applicable Refinancing Indebtedness, 

(v) except in the case of Refinancing Indebtedness incurred in respect of Indebtedness permitted under clause
(a) of this Section 6.01, (A) such Indebtedness, if secured, is secured only by Permitted Liens at the time of such refinancing, refunding or replacement (it being understood that secured Indebtedness may be refinanced with
unsecured Indebtedness), and if the Liens securing such Indebtedness were originally contractually subordinated to the Liens on the Collateral securing the Initial Term Loans, the Liens securing such Indebtedness are subordinated to the Liens on the
Collateral securing the Initial Term Loans on terms not materially less favorable (as reasonably determined by the Borrower), taken as a whole, to the Lenders than those (x) applicable to the Liens securing the Indebtedness being refinanced,
refunded or replaced, taken as a whole, or (y) set forth in the Initial Intercreditor Agreement, (B) such Indebtedness is incurred by the obligor or obligors in respect of the Indebtedness being refinanced, refunded or replaced, except to
the extent otherwise permitted pursuant to Section 6.01 (it being understood that (x) Holdings may not be the primary obligor in respect of the applicable Refinancing Indebtedness if Holdings was not the primary obligor in respect
of the relevant refinanced Indebtedness and (y) any entity that was a guarantor in respect of the relevant refinanced Indebtedness may be the primary obligor in respect of the refinancing Indebtedness, and any entity that was the primary
obligor in respect of the relevant refinanced Indebtedness may be a guarantor in respect of the refinancing Indebtedness), (C) if the Indebtedness being refinanced, refunded or replaced was expressly contractually subordinated to the
Obligations in right of payment, (x) such Indebtedness is contractually subordinated to the Obligations in right of payment, or (y) if not contractually subordinated to the Obligations in right of payment, the purchase, defeasance,
redemption, repurchase, repayment, refinancing or other acquisition or retirement of such Indebtedness is permitted under Section 6.04(b) (other than Section 6.04(b)(i)), and (D) as of the date of the incurrence of such
Indebtedness and after giving effect thereto, no Event of Default exists, and 
 (vi) in the case of Replacement Debt,
(A) such Indebtedness is pari passu or junior in right of payment and secured by the Collateral on a pari passu or junior basis with respect to the remaining Obligations hereunder (it being understood that any such Refinancing
Indebtedness that is junior with respect to security shall be pari passu with, or junior to, the Second Lien Facility with respect to security), or is unsecured; provided that (x) any such Indebtedness that is pari passu
and/or junior with respect to the Collateral shall be subject to an Acceptable Intercreditor Agreement, (B) if the Indebtedness being refinanced, refunded or replaced is secured, it is not secured by any assets other than the Collateral,
(C) if the Indebtedness being refinanced, refunded or replaced is Guaranteed, it shall not be Guaranteed by any Person other than one or more Loan Parties and (D) such Indebtedness is incurred under (and pursuant to) documentation other
than this Agreement; it being understood and agreed that any such Indebtedness that is pari passu with the Initial Term Loans hereunder in right of payment and secured by the Collateral on a pari passu basis with respect to the Secured
Obligations hereunder that are secured on a first lien basis may participate (x) in any voluntary prepayment of Term Loans as set forth in Section 2.11(a)(i) and (y) in any mandatory prepayment of Term Loans as set forth in
Section 2.11(b)(vi); 

  
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 (q) Indebtedness incurred to finance any acquisition permitted hereunder after the Closing
Date; provided that (i) before and after giving effect to such acquisition on a Pro Forma Basis, no Event of Default under Section 7.01(a), (f) or (g) exists, (ii) after giving effect to such
acquisition on a Pro Forma Basis (in each case, without “netting” the cash proceeds of the applicable Indebtedness being incurred) (A) if such Indebtedness is secured by a Lien on the Collateral that is pari passu with the Lien
on the Collateral securing the Secured Obligations that are secured on a first lien basis, the First Lien Leverage Ratio does not exceed 4.50:1.00, (B) if such Indebtedness is secured by a Lien on the Collateral that is junior to the Lien on
the Collateral securing the Secured Obligations that are secured on a first lien basis, the Secured Leverage Ratio does not exceed 6.00:1.00 or (C) if such Indebtedness is unsecured or is secured by assets that do not constitute Collateral, the
Total Leverage Ratio does not exceed 6.00:1.00, (iii) any such Indebtedness that is subordinated to the Obligations shall be subject to an Acceptable Intercreditor Agreement, (iv) the aggregate outstanding principal amount of any such
Indebtedness incurred in reliance on this Section 6.01(q) and Section 6.01(w) below by Restricted Subsidiaries that are not Loan Parties does not, at any time, exceed the Non-Loan Party Debt Cap and (v) the Effective
Yield applicable to any such Indebtedness that is incurred by a Loan Party and is pari passu with the Initial Term Loans in right of payment and with respect to security will not be more than 0.50% per annum higher than the Effective Yield in
respect of the Initial Term Loans unless the Applicable Rate (and/or, as provided in the proviso set forth below, the Alternate Base Rate floor or LIBO Rate floor) with respect to the Initial Term Loans is adjusted such that the Effective Yield
applicable to the Initial Term Loans is not more than 0.50% per annum less than the Effective Yield with respect to such Indebtedness; it being understood that any increase in the Effective Yield applicable to any Initial Term Loan due to the
application or imposition of an Alternate Base Rate floor or LIBO Rate floor applicable to Indebtedness in incurred in reliance on this Section 6.01(q) may, at the election of the Borrower, be effected through an increase in the
Alternate Base Rate floor or LIBO Rate floor applicable to such Initial Term Loan; 
 (r) Indebtedness of the Borrower and/or any Restricted
Subsidiary in an aggregate outstanding principal amount not to exceed 100% of the amount of Net Proceeds received by the Borrower from (i) the issuance or sale of Qualified Capital Stock or (ii) any cash contribution to its common equity
with the Net Proceeds from the issuance and sale by any Parent Company of its Qualified Capital Stock or a contribution to the common equity of any Parent Company, in each case, (A) other than any Net Proceeds received from the sale of Capital
Stock to, or contributions from, the Borrower or any of its Restricted Subsidiaries or any Affiliated Practice, (B) to the extent the relevant Net Proceeds have not otherwise been applied to make Investments, Restricted Payments or Restricted
Debt Payments hereunder and (C) other than any Cure Amount and/or any Available Excluded Contribution Amount; provided, that immediately before and after giving effect to the incurrence of such Indebtedness, no Event of Default under
Section 7.01(a), (f) or (g) exists (the amount of any Net Proceeds or contribution utilized to incur Indebtedness in reliance on this clause (r), a “Contribution Indebtedness Amount”); 

(s) Indebtedness of the Borrower and/or any Restricted Subsidiary under any Derivative Transaction not entered into for speculative purposes;

 (t) Indebtedness of the Borrower and/or any Restricted Subsidiary representing (i) deferred compensation to current or former
directors, officers, employees, members of management, managers, and consultants of any Parent Company, the Borrower and/or any Restricted Subsidiary in the ordinary course of business and (ii) deferred compensation or other similar
arrangements in connection with the Transactions, any Permitted Acquisition or any other Investment permitted hereby; 
 (u) Indebtedness of
the Borrower and/or any Restricted Subsidiary in an aggregate outstanding principal amount not to exceed the greater of $50,000,000 and 34% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period; 

  
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 (v) to the extent constituting Indebtedness, obligations arising under the Acquisition
Agreement; 
 (w) Indebtedness of the Borrower and/or any Restricted Subsidiary so long as, after giving effect thereto, including the
application of the proceeds thereof (in each case, without “netting” the cash proceeds of the applicable Indebtedness being incurred), (i) (A) if such Indebtedness is secured by a Lien on the Collateral that is pari passu
with the Lien on the Collateral securing the Secured Obligations that are secured on a first lien basis, the First Lien Leverage Ratio does not exceed 4.50:1.00, (B) if such Indebtedness is secured by a Lien on the Collateral that is junior to
the Lien on the Collateral securing the Secured Obligations that are secured on a first lien basis, the Secured Leverage Ratio does not exceed 6.00:1.00 and (C) if such Indebtedness is unsecured or is secured by assets that do not constitute
Collateral, the Total Leverage Ratio does not exceed 6.00:1.00, (ii) any such Indebtedness that is subordinated to the Obligations shall be subject to an Acceptable Intercreditor Agreement, (iii) the aggregate outstanding principal amount
of any such Indebtedness incurred in reliance on this Section 6.01(w) and Section 6.01(q) above by Restricted Subsidiaries that are not Loan Parties does not, at any time, exceed the Non-Loan Party Debt Cap and (iv) the
Effective Yield applicable to any such Indebtedness that is incurred by a Loan Party and is pari passu with the Initial Term Loans in right of payment and with respect to security will not be more than 0.50% per annum higher than the Effective
Yield in respect of the Initial Term Loans unless the Applicable Rate (and/or, as provided in the proviso set forth below, the Alternate Base Rate floor or LIBO Rate floor) with respect to the Initial Term Loans is adjusted such that the Effective
Yield applicable to the Initial Term Loans is not more than 0.50% per annum less than the Effective Yield with respect to such Indebtedness; it being understood that any increase in the Effective Yield applicable to any Initial Term Loan due to
the application or imposition of an Alternate Base Rate floor or LIBO Rate floor applicable to Indebtedness in incurred in reliance on this Section 6.01(w) may, at the election of the Borrower, be effected through an increase in the
Alternate Base Rate floor or LIBO Rate floor applicable to such Initial Term Loan; 
 (x) Indebtedness of the Borrower and/or any Restricted
Subsidiary incurred in respect of (i) any Second Lien Facility and any “Incremental Loans” and “Incremental Equivalent Debt” (each as defined in the Second Lien Credit Agreement or any equivalent term under any Second Lien
Facility) in an aggregate outstanding principal amount that does not exceed $225,000,000 (plus the amount of any interest paid in kind with respect thereto), plus the aggregate principal amount of such “Incremental Loans” or
“Incremental Equivalent Debt” so long as the sum of the aggregate principal amount of any such “Incremental Loans” or “Incremental Equivalent Debt” does not exceed the Incremental Cap (as defined in the Second Lien
Credit Agreement as in effect on the Closing Date), (ii) any refinancing of any Second Lien Facility or any such “Incremental Loans” or “Incremental Equivalent Debt” after the Closing Date so long as (A) the aggregate
principal amount of such Indebtedness does not exceed the amount permitted to be incurred under preceding clause (i), plus (1) an amount equal to unpaid accrued interest, penalties and premiums (including tender premiums) thereon,
(2) the amount of any underwriting discounts, other reasonable and customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield payments) incurred in connection with the relevant refinancing,
(3) an amount equal to any existing commitments unutilized thereunder and (4) any additional amounts permitted to be incurred pursuant to this Section 6.01 (with additional amounts incurred in reliance on this clause
(4) constituting a utilization of the relevant basket or exception pursuant to which such additional amount is permitted), (B) such Indebtedness, if secured, is secured by Liens permitted under Section 6.02(t), (C) the
Weighted Average Life to Maturity of such Indebtedness is equal to or greater than the Indebtedness being refinanced in reliance on this Section 6.01(x) (without giving effect to any prepayment thereof), (D) the maturity date of
such Indebtedness is equal to or later than the maturity date of the Indebtedness being refinanced in reliance on this Section 6.01(x) and (E) no such Indebtedness is (1) guaranteed by any Person which is not a Loan Party or
(2) secured by any assets other than the Collateral and (iii) “Banking Services Obligations” and Secured Hedging Obligations” (each as defined in the Second Lien Credit Agreement (or any equivalent term in any document
governing any Second Lien Facility)); 
 (y) Indebtedness of the Borrower and/or any Restricted Subsidiary incurred in connection with Sale
and Lease-Back Transactions permitted pursuant to Section 6.08; 

  
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 (z) Incremental Equivalent Debt; 

(aa) Indebtedness (including obligations in respect of letters of credit, bank guaranties, surety bonds, performance bonds or similar
instruments with respect to such Indebtedness) incurred by the Borrower and/or any Restricted Subsidiary in respect of workers compensation claims, unemployment insurance (including premiums related thereto), other types of social security, pension
obligations, vacation pay, health, disability or other employee benefits; 
 (bb) [Reserved]; 

(cc) Indebtedness of the Borrower and/or any Restricted Subsidiary in respect of any letter of credit or bank guarantee issued in favor of any
Issuing Bank or the Swingline Lender to support any Defaulting Lender’s participation in Letters of Credit issued, or Swingline Loans made, hereunder; 

(dd) Indebtedness of the Borrower or any Restricted Subsidiary supported by any Letter of Credit; 

(ee) unfunded pension fund and other employee benefit plan obligations and liabilities incurred by the Borrower and/or any Restricted
Subsidiary in the ordinary course of business to the extent that the unfunded amounts would not otherwise cause an Event of Default under Section 7.01(i); 

(ff) customer deposits and advance payments received in the ordinary course of business from customers for goods and services purchased in the
ordinary course of business; and 
 (gg) without duplication of any other Indebtedness, all premiums (if any), interest (including
post-petition interest and payment in kind interest), accretion or amortization of original issue discount, fees, expenses and charges with respect to Indebtedness of the Borrower and/or any Restricted Subsidiary hereunder. 

Section 6.02. Liens. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, create, incur, assume or
permit or suffer to exist any Lien on or with respect to any property of any kind owned by it, whether now owned or hereafter acquired, or any income or profits therefrom, except: 

(a) Liens securing the Secured Obligations created pursuant to the Loan Documents; 

(b) Liens for Taxes which (i) are not then due, (ii) if due, are not at such time required to be paid pursuant to
Section 5.03 or (iii) are being contested in accordance with Section 5.03; 
 (c) statutory Liens (and rights of
set-off) of landlords, banks, carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by applicable Requirements of Law, in each case incurred in the ordinary course of business (i) for amounts not yet
overdue by more than 30 days, (ii) for amounts that are overdue by more than 30 days and that are being contested in good faith by appropriate proceedings, so long as any reserves or other appropriate provisions required by GAAP have been made
for any such contested amounts or (iii) with respect to which the failure to make payment could not reasonably be expected to have a Material Adverse Effect; 

(d) Liens incurred (i) in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other
types of social security laws and regulations, (ii) in the ordinary course of business to secure the performance of tenders, statutory obligations, surety, stay, customs and appeal bonds, bids, leases, government contracts, trade contracts,
performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money), (iii) pursuant to pledges and deposits of Cash or Cash Equivalents in the ordinary course of business securing
(x) any liability for reimbursement or indemnification obligations of insurance carriers providing property, casualty, liability or other insurance to Holdings, the Borrower and its subsidiaries or (y) leases or licenses of property
otherwise permitted by this Agreement and (iv) to secure obligations in respect of letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments posted with respect to the items described in clauses
(i) through (iii) above; 

  
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 (e) Liens consisting of easements, rights-of-way, restrictions, encroachments, and other
minor defects or irregularities in title, in each case which do not, in the aggregate, materially interfere with the ordinary conduct of the business of the Borrower and/or its Restricted Subsidiaries, taken as a whole, or the use of the affected
property for its intended purpose; 
 (f) Liens consisting of any (i) interest or title of a lessor or sub-lessor under any lease of
real estate permitted hereunder, (ii) landlord lien permitted by the terms of any lease, (iii) restriction or encumbrance to which the interest or title of such lessor or sub-lessor may be subject or (iv) subordination of the interest
of the lessee or sub-lessee under such lease to any restriction or encumbrance referred to in the preceding clause (iii); 
 (g) Liens
(i) solely on any Cash earnest money deposits (including as part of any escrow arrangement) made by the Borrower and/or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement with respect to any
Investment permitted hereunder and (ii) consisting of (A) an agreement to Dispose of any property in a Disposition permitted under Section 6.07 and/or (B) the pledge of Cash as part of an escrow arrangement required
in any Disposition permitted under Section 6.07; 
 (h) (i) purported Liens evidenced by the filing of UCC financing
statements relating solely to operating leases or consignment or bailee arrangements entered into in the ordinary course of business, and (ii) Liens arising from precautionary UCC financing statements or similar filings; 

(i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the
importation of goods; 
 (j) Liens in connection with any zoning, building or similar Requirement of Law or right reserved to or vested in
any Governmental Authority to control or regulate the use of any or dimensions of real property or the structure thereon, including Liens in connection with any condemnation or eminent domain proceeding or compulsory purchase order; 

(k) Liens securing Indebtedness permitted pursuant to Section 6.01(p) (solely with respect to the permitted refinancing of
(x) Indebtedness permitted pursuant to Sections 6.01(a), (i), (m), (n), (q), (u), (w), (y) and (z) and (y) Indebtedness that is secured in reliance on
Section 6.02(u) (provided that the granting of the relevant Lien shall be without duplication of any Lien outstanding under Section 6.02(u) such that the amount available under Section 6.02(u) shall be
reduced by the amount of the applicable Lien granted in reliance on this clause (y))); provided that (i) no such Lien extends to any asset not covered by the Lien securing the Indebtedness that is being refinanced and (ii) if
the Lien securing the Indebtedness being refinanced was subject to intercreditor arrangements, then (A) the Lien securing any refinancing Indebtedness in respect thereof shall be subject to intercreditor arrangements that are not materially
less favorable to the Secured Parties, taken as a whole, than the intercreditor arrangements governing the Lien securing the Indebtedness that is refinanced or (B) the intercreditor arrangements governing the Lien securing the relevant
refinancing Indebtedness shall be set forth in an Acceptable Intercreditor Agreement and (iii) no such Lien shall be senior in priority as compared to the Lien securing the Indebtedness being refinanced; 

(l) Liens described on Schedule 6.02 and any modification, replacement, refinancing, renewal or extension thereof; provided that
(i) no such Lien extends to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 6.01 and
(B) proceeds and products thereof, replacements, accessions or additions thereto and improvements thereon (it being understood that individual financings of the type permitted under Section 6.01(m) provided by any lender may be
cross-collateralized to other financings of such type provided by such lender or its affiliates) and (ii) any such modification, replacement, refinancing, renewal or extension of the obligations secured or benefited by such Liens, if
constituting Indebtedness, is permitted by Section 6.01; 

  
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 (m) Liens arising out of Sale and Lease-Back Transactions permitted under
Section 6.08; 
 (n) Liens securing Indebtedness permitted pursuant to Section 6.01(m); provided that any such
Lien shall encumber only the asset acquired with the proceeds of such Indebtedness and proceeds and products thereof, replacements, accessions or additions thereto and improvements thereon (it being understood that individual financings of the type
permitted under Section 6.01(m) provided by any lender may be cross-collateralized to other financings of such type provided by such lender or its affiliates); 

(o) (i) Liens securing Indebtedness permitted pursuant to Section 6.01(n) on the relevant acquired assets or on the Capital
Stock and assets of the relevant newly acquired Restricted Subsidiary; provided that no such Lien (x) extends to or covers any other assets (other than the proceeds or products thereof, replacements, accessions or additions thereto and
improvements thereon) or (y) was created in contemplation of the applicable acquisition of assets or Capital Stock, and (ii) Liens securing Indebtedness incurred pursuant to, and subject to the provisions set forth in,
Section 6.01(q); provided, that any Lien on the Collateral that is pari passu with or junior to the Lien on the Collateral securing the Secured Obligations that is granted in reliance on this clause (o)(ii) shall be subject
to an Acceptable Intercreditor Agreement; 
 (p) (i) Liens that are contractual rights of setoff or netting relating to (A) the
establishment of depositary relations with banks not granted in connection with the issuance of Indebtedness, (B) pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar
obligations incurred in the ordinary course of business of the Borrower or any Restricted Subsidiary, (C) purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of
business and (D) commodity trading or other brokerage accounts incurred in the ordinary course of business, (ii) Liens encumbering reasonable customary initial deposits and margin deposits, (iii) bankers Liens and rights and remedies
as to Deposit Accounts, (iv) Liens of a collection bank arising under Section 4-208 of the UCC on items in the ordinary course of business, (v) Liens in favor of banking or other financial institutions arising as a matter of Law or
under customary general terms and conditions encumbering deposits or other funds maintained with a financial institution and that are within the general parameters customary in the banking industry or arising pursuant to such banking
institution’s general terms and conditions and (vi) Liens on the proceeds of any Indebtedness incurred in connection with any transaction permitted hereunder, which proceeds have been deposited into an escrow account on customary terms to
secure such Indebtedness pending the application of such proceeds to finance such transaction; 
 (q) Liens on assets and Capital Stock of
Restricted Subsidiaries that are not Loan Parties (including Capital Stock owned by such Persons) securing Indebtedness of Restricted Subsidiaries that are not Loan Parties permitted pursuant to Section 6.01; 

(r) Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or
similar agreements entered into in the ordinary course of business of the Borrower and/or its Restricted Subsidiaries; 
 (s) Liens securing
Indebtedness incurred in reliance on, and subject to the provisions set forth in, Section 6.01(w) or (z); provided, that any Lien on the Collateral that is pari passu with or junior to the Lien on the Collateral securing
the Secured Obligations that is granted in reliance on this clause (s) shall be subject to an Acceptable Intercreditor Agreement; 

(t) Liens securing Indebtedness incurred pursuant to Sections 6.01(x), subject to the Initial Intercreditor Agreement; 

  
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 (u) Liens on assets securing Indebtedness or other obligations in an aggregate principal
amount at any time outstanding not to exceed the greater of $50,000,000 and 34% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period; provided, that any Lien on any Collateral granted in reliance on this
clause (u) that is pari passu with or junior to the Lien on the Collateral securing the Secured Obligations shall be subject to an Acceptable Intercreditor Agreement; 

(v) (i) Liens on assets securing judgments, awards, attachments and/or decrees and notices of lis pendens and associated rights
relating to litigation being contested in good faith not constituting an Event of Default under Section 7.01(h) and (ii) any pledge and/or deposit securing any settlement of litigation; 

(w) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not secure any Indebtedness; 

(x) Liens on Securities that are the subject of repurchase agreements constituting Investments permitted under Section 6.06 arising
out of such repurchase transaction; 
 (y) Liens securing obligations in respect letters of credit, bank guaranties, surety bonds,
performance bonds or similar instruments permitted under Sections 6.01(d), (e), (g), (aa) and (cc); 
 (z)
Liens arising (i) out of conditional sale, title retention, consignment or similar arrangements for the sale of any asset in the ordinary course of business and permitted by this Agreement or (ii) by operation of law under Article 2 of the
UCC (or similar Requirement of Law under any jurisdiction); 
 (aa) Liens (i) in favor of any Loan Party and/or (ii) granted by any
non-Loan Party in favor of any Restricted Subsidiary that is not a Loan Party, in the case of clauses (i) and (ii), securing intercompany Indebtedness permitted (or not restricted) under Section 6.01 or
Section 6.09; 
 (bb) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect
thereto; 
 (cc) Liens on specific items of inventory or other goods and the proceeds thereof securing the relevant Person’s obligations
in respect of documentary letters of credit or banker’s acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods; 

(dd) Liens securing (i) obligations of the type described in Section 6.01(f) and/or (ii) obligations of the type
described in Section 6.01(s); 
 (ee) (i) Liens on Capital Stock of joint ventures or Unrestricted Subsidiaries securing
capital contributions to, or obligations of, such Persons and (ii) customary rights of first refusal and tag, drag and similar rights in joint venture agreements and agreements with respect to non-Wholly-Owned Subsidiaries; 

(ff) Liens on cash or Cash Equivalents arising in connection with the defeasance, discharge or redemption of Indebtedness; 

(gg) Liens consisting of the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of
business; and 
 (hh) Liens disclosed in any Mortgage Policy delivered pursuant to Section 5.12 with respect to any Material Real
Estate Asset and any replacement, extension or renewal thereof; provided that no such replacement, extension or renewal Lien shall cover any property other than the property that was subject to such Lien prior to such replacement, extension
or renewal (and additions thereto, improvements thereon and the proceeds thereof). 

  
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 Section 6.03. [Reserved]. 

Section 6.04. Restricted Payments; Restricted Debt Payments. 

(a) The Borrower shall not pay or make, directly or indirectly, any Restricted Payment, except that: 

(i) the Borrower may make Restricted Payments to the extent necessary to permit any Parent Company: 

(A) to pay general administrative costs and expenses (including corporate overhead, legal or similar expenses and customary
salary, bonus and other benefits payable to directors, officers, employees, members of management, managers and/or consultants of any Parent Company) and franchise Taxes, and similar fees and expenses, required to maintain the organizational
existence of such Parent Company, in each case, which are reasonable and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claims made by directors, officers, members of management,
managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of any Parent Company (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is
attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrower and/or its subsidiaries), and/or its subsidiaries; 

(B) (x) for any taxable period for which the Borrower is a member of a consolidated, combined, unitary or similar tax
group for U.S. federal and/or applicable state or local tax purposes of which such Parent Company is the common parent, to discharge the consolidated, combined, unitary or similar Tax liabilities of such Parent Company and its subsidiaries when and
as due, to the extent such liabilities are attributable to the income of the Borrower and/or any subsidiary; provided that the amount of such payments in respect of any taxable year do not exceed the amount of such Tax liabilities that the
Borrower and/or its applicable subsidiaries would have paid had such Tax liabilities been paid as standalone companies or as a standalone group and (y) for any taxable period for which the Borrower is a partnership or disregarded entity for
U.S. federal income tax purposes that is wholly-owned (directly or indirectly) by a C corporation for U.S. federal and/or applicable state or local tax purposes, distributions to any direct or indirect parent of the Borrower in an amount not to
exceed the amount of any Tax that the Borrower and/or its applicable subsidiaries would have paid had such Tax been paid as stand alone companies or as a standalone group (and assuming for purposes of such calculation that the Borrower is classified
as a domestic corporation for U.S. federal income tax purposes); 
 (C) to pay audit and other accounting and reporting
expenses of such Parent Company to the extent attributable to any Parent Company (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary of any Parent
Company other than the Borrower and/or its subsidiaries), the Borrower and its subsidiaries; 
 (D) for the payment of
insurance premiums to the extent attributable to any Parent Company (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than
the Borrower and/or its subsidiaries), the Borrower and its subsidiaries; 
 (E) to pay (x) fees and expenses related to
debt or equity offerings, investments or acquisitions (whether or not consummated) and expenses and indemnities of any trustee, agent, arranger, underwriter or similar role, and (y) after the consummation of an initial public offering, Public
Company Costs; 

  
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 (F) to finance any Investment permitted under Section 6.06
(provided that (x) any Restricted Payment under this clause (a)(i)(F) shall be made substantially concurrently with the closing of such Investment and (y) the relevant Parent Company shall, promptly following the closing
thereof, cause (I) all property acquired to be contributed to the Borrower or one or more of its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into the Borrower or one or more of its
Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section 6.06 as if undertaken as a direct Investment by the Borrower or the relevant Restricted Subsidiary); and 

(G) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of
management, managers, employees or consultants of any Parent Company (or any Immediate Family Member of any of the foregoing) to the extent such salary, bonuses and other benefits are attributable and reasonably allocated to the operations of the
Borrower and/or its subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; 

(ii) the Borrower may pay (or make Restricted Payments to allow any Parent Company) to repurchase, redeem, retire or otherwise
acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant (or any Affiliate or Immediate Family Member
thereof) of any Parent Company, the Borrower or any subsidiary: 
 (A) with Cash and Cash Equivalents (and including, to the
extent constituting a Restricted Payment, amounts paid in respect of promissory notes issued to evidence any obligation to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary
held by any future, present or former employee, director, member of management, officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrower or any subsidiary) in an amount not to exceed
$20,000,000 in any Fiscal Year, which, if not used in such Fiscal Year, shall be carried forward to succeeding Fiscal Years; 

(B) with the proceeds of any sale or issuance of, or any capital contribution in respect of, the Capital Stock of the Borrower
or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to the Borrower or any Restricted Subsidiary) in each case, (1) other than any Net Proceeds received from the sale of Capital Stock to, or
contributions from, the Borrower, any of its Restricted Subsidiaries or any Affiliated Practice, (2) to the extent the relevant Net Proceeds have not otherwise been applied to make Investments, Restricted Payments or Restricted Debt Payments
hereunder and (3) other than any Cure Amount and/or any Available Excluded Contribution Amount; or 
 (C) with the net
proceeds of any key-man life insurance policies; 
 (iii) the Borrower may make Restricted Payments in an amount not to
exceed (A) the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (iii)(A) and/or (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the
Borrower elects to apply to this clause (iii)(B); 

  
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 (iv) the Borrower may make Restricted Payments (i) to any Parent
Company to enable such Parent Company to make Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent
Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of
the Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in subclause (A) above, including
demand repurchases in connection with the exercise of stock options; 
 (v) the Borrower may repurchase (or make Restricted
Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise
price of, or tax withholdings with respect to, such warrants, options or other securities convertible into or exchangeable for Capital Stock; 

(vi) the Borrower may make Restricted Payments, the proceeds of which are applied (i) on the Closing Date, solely to
effect the consummation of the Transactions, (ii) on and after the Closing Date, to satisfy any payment obligations owing under the Acquisition Agreement (including payment of working capital and/or purchase price adjustments) and to pay
Transaction Costs, in each case, with respect to the Transactions and (iii) to direct or indirect holders of Capital Stock of the Borrower (immediately prior to giving effect to the Transactions) in connection with, or as a result of any
working capital and purchase price adjustments, in each case, with respect to the Transactions; 
 (vii) so long as no Event
of Default exists at the time of declaration of such Restricted Payment, following the consummation of the first Qualifying IPO, the Borrower may (or may make Restricted Payments to any Parent Company to enable it to) make Restricted Payments with
respect to any Capital Stock in an amount of 6.00% per annum of the net Cash proceeds received by or contributed to the Borrower from any Qualifying IPO; 

(viii) the Borrower may make Restricted Payments to (i) redeem, repurchase, retire or otherwise acquire any
(A) Capital Stock (“Treasury Capital Stock”) of the Borrower and/or any Restricted Subsidiary or (B) Capital Stock of any Parent Company, in the case of each of subclauses (A) and (B), in exchange for,
or out of the proceeds of the substantially concurrent sale (other than to the Borrower and/or any Restricted Subsidiary) of, Qualified Capital Stock of the Borrower or any Parent Company to the extent any such proceeds are contributed to the
capital of the Borrower and/or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (ii) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the
substantially concurrent sale (other than to the Borrower or a Restricted Subsidiary) of any Refunding Capital Stock; 
 (ix)
to the extent constituting a Restricted Payment, the Borrower may consummate any transaction permitted by Section 6.06 (other than Sections 6.06(j) and (t)), Section 6.07 (other than Section 6.07(g))
and Section 6.09 (other than Sections 6.09(d) and (j)); 
 (x) the Borrower may make Restricted
Payments in an aggregate amount not to exceed (A) $25,000,000 plus (B) at the election of the Borrower, the amount of Restricted Debt Payments then permitted to be made by the Borrower or any Restricted Subsidiary in reliance on
Section 6.04(b)(iv)(A) (it being understood that any amount utilized under this clause (B) to make a Restricted Payment shall result in a reduction in availability under Section 6.04(b)(iv)(A)); 

  
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 (xi) the Borrower may make Restricted Payments so long as (i) no Event
of Default exists at the time of the declaration of such Restricted Payment and (ii) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 5.00:1.00; and 

(xii) the Borrower may make Restricted Payments in an amount not to exceed $45,000,000 the proceeds of which are applied to
repay or redeem the preferred equity interests described in the Amended and Restated Certificate of Incorporation of Super Holdco dated as of the Closing Date and/or any replacement or refinancing thereof that does not increase the amount thereof
(other than in accordance with the terms thereof or as a result of any related fee, expense, premium or similar amount) (the “Seller Financing”) so long as, at the time of any such Restricted Payment, (A) the Total Leverage
Ratio, calculated on a Pro Forma Basis, would not exceed 5.25:1.00 and (B) no Event of Default exists at the time of the declaration thereof. 

(b) The Borrower shall not, nor shall it permit any Restricted Subsidiary to, make any prepayment in Cash in respect of
principal of or interest on (x) any Junior Lien Indebtedness, (y) any Junior Indebtedness or (z) any unsecured Indebtedness of the types described in clauses (a) and (c) of the definition of
“Indebtedness” (other than Indebtedness among Holdings, the Borrower and/or its subsidiaries), in each case of the foregoing clauses (x), (y) and (z) to the extent the outstanding amount thereof is equal to
or greater than the Threshold Amount (the Indebtedness described in clauses (x) through (z), the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption,
retirement, acquisition, cancellation or termination of any Restricted Debt, in each case, more than one year prior to the scheduled maturity date thereof (collectively, “Restricted Debt Payments”), except: 

(i) with respect to any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement thereof made
by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted by Section 6.01 and/or refinancing Indebtedness permitted by Section 6.01(x); 

(ii) as part of an applicable high yield discount obligation catch-up payment; 

(iii) payments of regularly scheduled interest (including any penalty interest, if applicable) and payments of fees, expenses
and indemnification obligations as and when due (other than payments with respect to Junior Indebtedness that are prohibited by the subordination provisions thereof); 

(iv) Restricted Debt Payments in an aggregate amount not to exceed (A) $25,000,000, plus (B) at the election
of the Borrower, the amount of any Restricted Payments then permitted to be made by the Borrower in reliance on Section 6.04(a)(x)(A) (it being understood that any amount utilized under this clause (B) to make a Restricted
Debt Payment shall result in a reduction in availability under Section 6.04(a)(x)(A)); 
 (v) (A) Restricted
Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of the Borrower and/or any capital contribution in respect of Qualified Capital Stock of the Borrower, (B) Restricted Debt Payments as a result of the
conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of the Borrower and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted
under Section 6.01; 
 (vi) Restricted Debt Payments in an aggregate amount not to exceed (A) the portion,
if any, of the Available Amount on such date that the Borrower elects to apply to this clause (vi)(A) and/or (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this
clause (vi)(B); 

  
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 (vii) Restricted Debt Payments in an unlimited amount; provided that
(A) no Event of Default exists at the time of delivery of irrevocable notice of such Restricted Debt Payment and (B) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 5.00:1.00; and 

(viii) (A) mandatory prepayments of Restricted Debt (and related payments of interest) made with Declined Proceeds (it
being understood that any Declined Proceeds applied to make Restricted Debt Payments in reliance on this Section 6.04(b)(viii) shall not increase the amount available under clause (a)(viii) of the definition of “Available
Amount” to the extent so applied) and (B) without duplication of clause (A) above, mandatory prepayments of the Second Lien Facility with respect to which the corresponding prepayment obligation under the Credit Facilities has
been waived or declined in accordance with the terms hereof. 
 Section 6.05. Burdensome Agreements. Except as
provided herein or in any other Loan Document, the Second Lien Credit Agreement, any document with respect to any “Incremental Equivalent Debt” (as defined herein and in the Second Lien Credit Agreement or any equivalent term under any
Second Lien Facility) and/or in any agreement with respect to any refinancing, renewal or replacement of such Indebtedness that is permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries
to, enter into or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any Loan Party, (y) any Restricted
Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower or any Loan Party or (y) any Loan Party to create, permit or grant a Lien on any of its properties or assets to secure the Secured Obligations, except
restrictions: 
 (a) set forth in any agreement evidencing (i) Indebtedness of a Restricted Subsidiary that is not a
Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and its
Restricted Subsidiaries or the assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (j), (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m),
(q), (r), (u), (w) and/or (y) of Section 6.01), (q), (r), (u), (w) and/or (y) of Section 6.01; 

(b) arising under customary provisions restricting assignments, subletting or other transfers (including the granting of any
Lien) contained in leases, subleases, licenses, sublicenses, joint venture agreements and other agreements entered into in the ordinary course of business; 

(c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or
right with respect to any assets or Capital Stock not otherwise prohibited under this Agreement; 
 (d) that are assumed in
connection with any acquisition of property or the Capital Stock of any Person, so long as the relevant encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons)
and/or property so acquired and was not created in connection with or in anticipation of such acquisition; 
 (e) set forth
in any agreement for any Disposition of any Restricted Subsidiary (or all or substantially all of the assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Restricted
Subsidiary pending such Disposition; 
 (f) set forth in provisions in agreements or instruments which prohibit the payment
of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; 

(g) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents,
joint venture agreements and other similar agreements; 

  
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 (h) on Cash, other deposits or net worth or similar restrictions imposed by
any Person under any contract entered into in the ordinary course of business or for whose benefit such Cash, other deposits or net worth or similar restrictions exist; 

(i) set forth in documents which exist on the Closing Date and were not created in contemplation thereof; 

(j) arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Date
if the relevant restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in this Agreement, taken as a whole (as determined in good faith by the Borrower); 

(k) arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or
permit; 
 (l) arising in any Hedge Agreement and/or any agreement relating to any Banking Services Obligation (and/or any
other obligation of the type described in Section 6.01(f)) and/or Banking Services Obligation (as defined in the Second Lien Credit Agreement); 

(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary
which is imposed pursuant to an agreement entered into in connection with any Disposition of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted or not restricted by this Agreement; 

(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary
to Dispose of or encumber the assets subject thereto; and/or 
 (o) imposed by any amendment, modification, restatement,
renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (a) through (n) above; provided that no such amendment, modification, restatement,
renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification,
restatement, renewal, increase, supplement, refunding, replacement or refinancing. 
 Section 6.06. Investments.
The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, make or own any Investment in any other Person except: 

(a) Cash or Investments that were Cash Equivalents at the time made; 

(b) Investments: 

(i) existing on the Closing Date in the Borrower or in any subsidiary, 

(ii) made after the Closing Date among the Borrower and/or one or more Restricted Subsidiaries that are Loan Parties, 

(iii) made after the Closing Date by any Loan Party in any Restricted Subsidiary that is not a Loan Party in an aggregate
outstanding amount, together with the amount of consideration paid in reliance on subclause (A) of clause (a) of the proviso to the definition of “Permitted Acquisition” and the aggregate amount of Investments made
in Non-Consolidated APCs pursuant to Section 6.06(x), not to exceed the Specified Investment Cap, 

  
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 (iv) made by any Restricted Subsidiary that is not a Loan Party in any Loan
Party and/or any other Restricted Subsidiary that is not a Loan Party, 
 (v) made in the ordinary course of business in any
Affiliated Practice in connection with the provision of services to such Affiliated Practice under Acceptable Practice Management Arrangements, including any Investment contemplated by any Practice Loan Agreement and/or any Management Services
Agreement (other than an Investment contemplated by clause (e) below) and/or or the proceeds of which are used to pay management fees to the relevant APC Manager, working capital purposes or payroll or other ordinary course business
expenses of such Affiliated Practice and/or 
 (vi) made by any Loan Party and/or any Restricted Subsidiary that is not a
Loan Party in the form of any contribution or Disposition of the Capital Stock of any Person that is not a Loan Party; 
 (c) Investments
(i) constituting deposits, prepayments and/or other credits to suppliers, (ii) made in connection with obtaining, maintaining or renewing client and customer contracts and/or (iii) in the form of advances made to distributors,
suppliers, licensors and licensees, in each case, in the ordinary course of business or, in the case of clause (iii), to the extent necessary to maintain the ordinary course of supplies to the Borrower or any Restricted Subsidiary; 

(d) Investments in any Unrestricted Subsidiary and/or any Similar Business (including any joint venture) in an aggregate outstanding amount not
to exceed the greater of $45,000,000 and 31% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period; 

(e) (i) Permitted Acquisitions and (ii) any Investment in any Restricted Subsidiary that is not a Loan Party in an amount required to
permit such Restricted Subsidiary to consummate a Permitted Acquisition (in compliance, if applicable, with any cap on Investments in non-Loan Parties that is set forth in the relevant carve-out from this Section 6.06), which amount is
actually applied by such Restricted Subsidiary to consummate such Permitted Acquisition and (iii) any Investment in any Consolidated APC in an amount required to permit such Consolidated APC to consummate a Permitted Acquisition; 

(f) Investments (i) existing on, or contractually committed to or contemplated as of, the Closing Date and described on Schedule
6.06 and (ii) any modification, replacement, renewal or extension of any Investment described in clause (i) above so long as no such modification, renewal or extension increases the amount of such Investment except by the terms
thereof or as otherwise permitted by this Section 6.06; 
 (g) Investments received in lieu of Cash in connection with any
Disposition permitted by Section 6.07 or any other disposition of assets not constituting a Disposition; 
 (h) loans or advances
to present or former employees, directors, members of management, officers, managers or consultants or independent contractors (or their respective Immediate Family Members) of any Parent Company, the Borrower, its subsidiaries and/or any joint
venture to the extent permitted by Requirements of Law, in connection with such Person’s purchase of Capital Stock of any Parent Company, either (i) in an aggregate principal amount not to exceed $1,000,000 at any one time outstanding or
(ii) so long as the proceeds of such loan or advance are substantially contemporaneously contributed to the Borrower for the purchase of such Capital Stock; 

(i) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade
credit in the ordinary course of business; 

  
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 (j) Investments consisting of (or resulting from) Indebtedness permitted under
Section 6.01 (other than Indebtedness permitted under Sections 6.01(b) and (h)), Permitted Liens, Restricted Payments permitted under Section 6.04 (other than Section 6.04(a)(ix)), Restricted Debt
Payments permitted by Section 6.04 and mergers, consolidations, amalgamations, liquidations, windings up, dissolutions or Dispositions permitted by Section 6.07 (other than Section 6.07(a) (if made in reliance on
subclause (ii)(y) of the proviso thereto), Section 6.07(b) (if made in reliance on clause (ii) therein), Section 6.07(c)(ii) (if made in reliance on clause (B) therein) and
Section 6.07(g)); 
 (k) Investments in the ordinary course of business consisting of endorsements for collection or deposit and
customary trade arrangements with customers; 
 (l) Investments (including debt obligations and Capital Stock) received (i) in
connection with the bankruptcy or reorganization of any Person, (ii) in settlement of delinquent obligations of, or other disputes with, customers, suppliers and other account debtors arising in the ordinary course of business, (iii) upon
foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment and/or (iv) as a result of the settlement, compromise, resolution of litigation, arbitration or other disputes; 

(m) loans and advances of payroll payments or other compensation to present or former employees, directors, members of management, officers,
managers or consultants of any Parent Company (to the extent such payments or other compensation relate to services provided to such Parent Company (but excluding, for the avoidance of doubt, the portion of any such amount, if any, attributable to
the ownership or operations of any subsidiary of any Parent Company other than the Borrower and/or its subsidiaries)), the Borrower and/or any subsidiary in the ordinary course of business; 

(n) Investments to the extent that payment therefor is made solely with Capital Stock of any Parent Company or Qualified Capital Stock of the
Borrower or any Restricted Subsidiary, in each case, to the extent not resulting in a Change of Control; 
 (o) (i) Investments of any
Restricted Subsidiary acquired after the Closing Date, or of any Person acquired by, or merged into or consolidated or amalgamated with, the Borrower or any Restricted Subsidiary after the Closing Date, in each case as part of an Investment
otherwise permitted by this Section 6.06 to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of the
relevant acquisition, merger, amalgamation or consolidation and (ii) any modification, replacement, renewal or extension of any Investment permitted under clause (i) of this Section 6.06(o) so long as no such
modification, replacement, renewal or extension thereof increases the original amount of such Investment except as otherwise permitted by this Section 6.06; 

(p) Investments made in connection with the Transactions; 

(q) Investments made after the Closing Date by the Borrower and/or any of its Restricted Subsidiaries in an aggregate amount at any time
outstanding not to exceed: 
 (i) (A) the greater of $42,500,000 and 29% of Consolidated Adjusted EBITDA as of the last
day of the most recently ended Test Period, plus (B) at the election of the Borrower, the amount of Restricted Payments then permitted to be made by the Borrower or any Restricted Subsidiary in reliance on
Section 6.04(a)(x)(A) (it being understood that any amount utilized under this clause (B) to make an Investment shall result in a reduction in availability under Section 6.04(a)(x)(A)), plus (C) at the
election of the Borrower, the amount of Restricted Debt Payments then permitted to be made by the Borrower or any Restricted Subsidiary in reliance on Section 6.04(b)(iv)(A) (it being understood that any amount utilized under this
clause (C) to make an Investment shall result in a reduction in availability under Section 6.04(b)(iv)(A)), plus  

  
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 (ii) in the event that (A) the Borrower or any of its Restricted
Subsidiaries makes any Investment after the Closing Date in any Person that is neither a Restricted Subsidiary nor a Consolidated APC and (B) such Person subsequently becomes a Loan Party or a Consolidated APC, an amount equal to 100% of the
fair market value of such Investment as of the date on which such Person becomes a Loan Party or a Consolidated APC; 
 (r) Investments made
after the Closing Date by the Borrower and/or any of its Restricted Subsidiaries in an aggregate outstanding amount not to exceed (i) the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause
(r)(i) and/or (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (r)(ii); 

(s) (i) Guarantees of leases (other than Capital Leases) or of other obligations not constituting Indebtedness and (ii) Guarantees of
the lease obligations of suppliers, customers, franchisees and licensees of the Borrower and/or its Restricted Subsidiaries, in each case, in the ordinary course of business; 

(t) Investments in any Parent Company in amounts and for purposes for which Restricted Payments to such Parent Company are permitted under
Section 6.04(a); provided that any Investment made as provided above in lieu of any such Restricted Payment shall reduce availability under the applicable Restricted Payment basket under Section 6.04(a); 

(u) Investments made by any Restricted Subsidiary that is not a Loan Party with the proceeds received by such Restricted Subsidiary from an
Investment made by any Loan Party in such Restricted Subsidiary pursuant to this Section 6.06 (other than Investments made pursuant to Section 6.06(e)(ii)); 

(v) Investments in subsidiaries in connection with internal reorganizations and/or restructurings and activities related to tax planning;
provided that, after giving effect to any such reorganization, restructuring or activity, neither the Loan Guaranty, taken as a whole, nor the security interest of the Administrative Agent in the Collateral, taken as a whole, is materially
impaired; 
 (w) Investments under any Derivative Transaction of the type permitted under Section 6.01(s); 

(x) Investments made in connection with any Permitted Practice Subsidiary Restructuring; provided that the aggregate amount of
Investments made in Non-Consolidated APCs pursuant to this clause (x), together with the amount of consideration paid in reliance on subclause (A) of clause (a) of the proviso to the definition of “Permitted
Acquisition” and the amount of Investments made in reliance on Section 6.06(b)(iii), shall not exceed the Specified Investment Cap; 

(y) Investments made in joint ventures as required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties
set forth in joint venture agreements and similar binding arrangements entered into in the ordinary course of business; 
 (z) Investments
made in connection with any nonqualified deferred compensation plan or arrangement for any present or former employee, director, member of management, officer, manager or consultant or independent contractor (or any Immediate Family Member thereof)
of any Parent Company, the Borrower, its subsidiaries and/or any joint venture; 
 (aa) Investments in the Borrower, any Restricted
Subsidiary and/or joint venture in connection with intercompany cash management arrangements and related activities in the ordinary course of business; 

(bb) Investments so long as, after giving effect thereto on a Pro Forma Basis, the Total Leverage Ratio does not exceed 5.25:1.00; 

(cc) any Investment made by any Unrestricted Subsidiary prior to the date on which such Unrestricted Subsidiary is designated as a Restricted
Subsidiary so long as the relevant Investment was not made in contemplation of the designation of such Unrestricted Subsidiary as a Restricted Subsidiary; and 

  
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 (dd) Investments consisting of the licensing or contribution of IP Rights pursuant to joint
marketing arrangements with other Persons. 
 Section 6.07. Fundamental Changes; Disposition of Assets. Other than the
Acquisition, the Closing Date Merger and the other Transactions and/or as part of any Permitted Practice Subsidiary Restructuring, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into any transaction of
merger, consolidation or amalgamation, or liquidate, wind up or dissolve themselves (or suffer any liquidation or dissolution), or make any Disposition of any assets having a fair market value in excess of $5,000,000 in a single transaction or a
series of related transactions and in excess of $10,000,000 in the aggregate for all such transactions, except: 
 (a) any Restricted
Subsidiary may be merged, consolidated or amalgamated with or into the Borrower or any other Restricted Subsidiary; provided that (i) in the case of any such merger, consolidation or amalgamation with or into the Borrower, (A) the
Borrower shall be the continuing or surviving Person or (B) if the Person formed by or surviving any such merger, consolidation or amalgamation is not the Borrower (any such Person, the “Successor Borrower”), (x) the
Successor Borrower shall be an entity organized or existing under the law of the U.S., any state thereof or the District of Columbia, (y) the Successor Borrower shall expressly assume the Obligations of the Borrower in a manner reasonably
satisfactory to the Administrative Agent and (z) except as the Administrative Agent may otherwise agree, each Guarantor, unless it is the other party to such merger, consolidation or amalgamation, shall have executed and delivered a
reaffirmation agreement with respect to its obligations under the Loan Guaranty and the other Loan Documents, it being understood and agreed that if the foregoing conditions under clauses (x) through (z) are satisfied, the Successor
Borrower will succeed to, and be substituted for, the Borrower under this Agreement and the other Loan Documents, and (ii) in the case of any such merger, consolidation or amalgamation with or into any Subsidiary Guarantor, either (A) the
Borrower or a Subsidiary Guarantor shall be the continuing or surviving Person or the continuing or surviving Person shall expressly assume the obligations of such Subsidiary Guarantor in a manner reasonably satisfactory to the Administrative Agent
or (B) the relevant transaction shall be treated as an Investment and shall comply with Section 6.06; 
 (b) Dispositions
(including of Capital Stock) among the Borrower and/or any Restricted Subsidiary (upon voluntary liquidation or otherwise); provided that any such Disposition made by any Loan Party to any Person that is not a Loan Party shall be (i) for
fair market value (as reasonably determined by such Person) with at least 75% of the consideration for such Disposition consisting of Cash or Cash Equivalents at the time of such Disposition or (ii) treated as an Investment and otherwise made
in compliance with Section 6.06 (other than in reliance on clause (j) thereof); 
 (c) (i) the liquidation or
dissolution of any Restricted Subsidiary if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower, is not materially disadvantageous to the Lenders and the Borrower or any Restricted
Subsidiary receives any assets of the relevant dissolved or liquidated Restricted Subsidiary; provided that in the case of any liquidation or dissolution of any Loan Party that results in a distribution of assets to any Restricted Subsidiary
that is not a Loan Party, such distribution shall be treated as an Investment and shall comply with Section 6.06 (other than in reliance on clause (j) thereof), (ii) any merger, amalgamation, dissolution, liquidation or
consolidation, the purpose of which is to effect (A) any Disposition otherwise permitted under this Section 6.07 (other than clause (a), clause (b) or this clause (c)) or (B) any Investment permitted
under Section 6.06 and (iii) the conversion of the Borrower or any Restricted Subsidiary into another form of entity, so long as such conversion does not adversely affect the value of the Loan Guaranty or Collateral, if any; 

(d) (i) Dispositions of inventory or equipment or immaterial assets in the ordinary course of business (including on an intercompany
basis) and (ii) the leasing or subleasing of real property in the ordinary course of business; 

  
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 (e) Dispositions of surplus, obsolete, used or worn out property or other property that, in
the reasonable judgment of the Borrower, is (A) no longer useful in its business (or in the business of any Restricted Subsidiary of the Borrower) or (B) otherwise economically impracticable to maintain; 

(f) Dispositions of Cash and/or Cash Equivalents and/or other assets that were Cash Equivalents when the relevant original Investment was made;

 (g) Dispositions, mergers, amalgamations, consolidations or conveyances that constitute (w) Investments permitted pursuant to
Section 6.06 (other than Section 6.06(j)), (x) Permitted Liens, (y) Restricted Payments permitted by Section 6.04(a) (other than Section 6.04(a)(ix)) and (z) Sale-Leaseback Transactions
permitted by Section 6.08; 
 (h) Dispositions for fair market value; provided that with respect to any such Disposition
with a purchase price in excess of $20,000,000, at least 75% of the consideration for such Disposition shall consist of Cash or Cash Equivalents (provided that for purposes of the 75% Cash consideration requirement, (i) the amount of any
Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to the Borrower or any Restricted Subsidiary) of the Borrower or any Restricted Subsidiary (as shown on such
Person’s most recent balance sheet or statement of financial position (or in the notes thereto) that are assumed by the transferee of any such assets and for which the Borrower and/or its applicable Restricted Subsidiary have been validly
released by all relevant creditors in writing, (ii) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (iii) any Security received by the Borrower or any
Restricted Subsidiary from such transferee that is converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (iv) any
Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) and
Section 6.08(B)(1) that is at that time outstanding, not in excess of $40,000,000, in each case, shall be deemed to be Cash); provided, further, that (A) immediately prior to and after giving effect to such
Disposition, as determined on the date on which the agreement governing such Disposition is executed, no Event of Default exists and (B) the Net Proceeds of such Disposition shall be applied and/or reinvested as (and to the extent) required by
Section 2.11(b)(ii); 
 (i) to the extent that (i) the relevant property is exchanged for credit against the purchase price
of similar replacement property or (ii) the proceeds of the relevant Disposition are promptly applied to the purchase price of such replacement property; 

(j) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to, buy/sell arrangements between joint venture
or similar parties set forth in the relevant joint venture arrangements and/or similar binding arrangements; 
 (k) Dispositions of notes
receivable or accounts receivable in the ordinary course of business (including any discount and/or forgiveness thereof) or in connection with the collection or compromise thereof; 

(l) Dispositions and/or terminations of leases, subleases, licenses or sublicenses (including the provision of software under any open source
license), (i) the Disposition or termination of which will 
 not materially interfere with the business of the Borrower and its
Restricted Subsidiaries or (ii) which relate to closed facilities or the discontinuation of any product line; 
 (m) (i) any
termination of any lease in the ordinary course of business, (ii) any expiration of any option agreement in respect of real or personal property and (iii) any surrender or waiver of contractual rights or the settlement, release or
surrender of contractual rights or litigation claims (including in tort) in the ordinary course of business; 

  
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 (n) Dispositions of property subject to foreclosure, casualty, eminent domain or
condemnation proceedings (including in lieu thereof or any similar proceeding); 
 (o) Dispositions or consignments of equipment, inventory
or other assets (including leasehold interests in real property) with respect to facilities that are temporarily not in use, held for sale or closed; 

(p) to the extent constituting a Disposition, the consummation of the other Transactions; 

(q) Dispositions of non-core assets acquired in connection with any acquisition permitted hereunder and sales of Real Estate Assets acquired in
any acquisition permitted hereunder which, within 90 days of the date of such acquisition, are designated in writing to the Administrative Agent as being held for sale and not for the continued operation of the Borrower or any of its Restricted
Subsidiaries or any of their respective businesses; provided that no Event of Default exists on the date on which the definitive agreement governing the relevant Disposition is executed; 

(r) exchanges or swaps, including transactions covered by Section 1031 of the Code (or any comparable provision of any foreign
jurisdiction), of assets so long as any such exchange or swap is made for fair value (as reasonably determined by the Borrower) for like assets; provided that upon the consummation of any such exchange or swap by any Loan Party, to the extent
the assets received do not constitute an Excluded Asset, the Administrative Agent has a perfected Lien with the same priority as the Lien held on the Real Estate Assets so exchanged or swapped; 

(s) Dispositions of assets that do not constitute Collateral for fair market value; provided that the Net Proceeds of such Disposition
shall be applied and/or reinvested as (and to the extent) required by Section 2.11(b)(ii). 
 (t) (i) licensing and
cross-licensing arrangements involving any technology, intellectual property or IP Rights of the Borrower or any Restricted Subsidiary in the ordinary course of business and (ii) Dispositions, abandonments, cancellations or lapses of IP Rights,
or issuances or registrations, or applications for issuances or registrations, of IP Rights, which, in the reasonable good faith determination of the Borrower, are not material to the conduct of the business of the Borrower or its Restricted
Subsidiaries, or are no longer economical to maintain in light of its use; 
 (u) terminations or unwinds of Derivative Transactions; 

(v) Dispositions of Capital Stock of, or sales of Indebtedness or other Securities of, Unrestricted Subsidiaries; 

(w) Dispositions of Real Estate Assets and related assets in the ordinary course of business in connection with relocation activities for
directors, officers, employees, members of management, managers or consultants of any Parent Company, the Borrower and/or any Restricted Subsidiary; 

(x) Dispositions made to comply with any order of any Governmental Authority or any applicable Requirement of Law; 

(y) any merger, consolidation, Disposition or conveyance the sole purpose of which is to reincorporate or reorganize (i) any Domestic
Subsidiary in another jurisdiction in the U.S. and/or (ii) any Foreign Subsidiary in the U.S. or any other jurisdiction; 
 (z) any sale
of motor vehicles and information technology equipment purchased at the end of an operating lease and resold thereafter; and 

  
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 (aa) Dispositions involving assets having a fair market value (as reasonably determined by
the Borrower at the time of the relevant Disposition) of not more than $10,000,000 in any Fiscal Year, which, if not used in such Fiscal Year, shall be carried forward to succeeding Fiscal Years. 

To the extent that any Collateral is Disposed of as expressly permitted by this Section 6.07 to any Person other than a Loan
Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, which Liens shall be automatically released upon the consummation of such Disposition; it being understood and agreed that the Administrative Agent shall
be authorized to take, and shall take, any actions deemed appropriate in order to effect the foregoing in accordance with Article 8 hereof. 

Section 6.08. Sale and Lease-Back Transactions. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to,
directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the Borrower or the relevant
Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than the Borrower or any of its Restricted Subsidiaries) and (b) intends to use for substantially the same purpose as the property
which has been or is to be sold or transferred by the Borrower or such Restricted Subsidiary to any Person (other than the Borrower or any of its Restricted Subsidiaries) in connection with such lease (such a transaction, a “Sale and
Lease-Back Transaction”); provided that any Sale and Lease-Back Transaction shall be permitted so long as the Net Proceeds of such Disposition are applied and/or reinvested as (and to the extent) required by
Section 2.11(b)(ii) and either (A) the resulting Indebtedness is permitted by Section 6.01 or (B) (1) the relevant Sale and Lease-Back Transaction is consummated in exchange for cash consideration
(provided that for purposes of the foregoing cash consideration requirement, (w) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed
to the Borrower or any Restricted Subsidiary) of the Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto) that are assumed by the transferee of
any such assets and for which the Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets
acquired in connection with such Disposition, (y) any Securities received by the Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash
Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received in respect of the relevant Sale and Lease-Back Transaction having an aggregate fair market value,
taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) and Section 6.07(h)(z) that is at that time outstanding, not in excess of $40,000,000, in each case, shall be deemed to be
Cash), (2) the Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all
Sale and Lease-Back Transactions under this clause (B) shall not exceed the greater of $20,000,000 and 15% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period. 

Section 6.09. Transactions with Affiliates. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to,
enter into any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) involving payment in excess of $1,000,000 in any individual transaction (it being understood that the threshold set forth
above shall not apply to exempt more than $10,000,000 of payments (excluding, for the avoidance of doubt, any payment permitted in reliance on the proviso below) from the application of this Section 6.09) with any of their respective
Affiliates on terms that are less favorable to the Borrower or such Restricted Subsidiary, as the case may be (as reasonably determined by the Borrower), than those that might be obtained at the time in a comparable arm’s-length transaction
from a Person who is not an Affiliate; provided that the foregoing restriction shall not apply to: 
 (a) any transaction between or
among the Borrower and/or one or more Restricted Subsidiaries and/or Affiliated Practices (or any entity that becomes a Restricted Subsidiary or Affiliated Practice as a result of such transaction) to the extent permitted or not restricted by this
Agreement; 

  
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 (b) any issuance, sale or grant of securities or other payments, awards or grants in cash,
securities or otherwise pursuant to, or the funding of employment arrangements, stock options and stock ownership plans approved by the board of directors (or equivalent governing body) of any Parent Company or of the Borrower or any Restricted
Subsidiary; 
 (c) (i) any collective bargaining, employment or severance agreement or compensatory (including profit sharing)
arrangement entered into by the Borrower or any of its Restricted Subsidiaries with their respective current or former officers, directors, members of management, managers, employees, consultants or independent contractors or those of any Parent
Company, (ii) any subscription agreement or similar agreement pertaining to the repurchase of Capital Stock pursuant to put/call rights or similar rights with current or former officers, directors, members of management, managers, employees,
consultants or independent contractors and (iii) transactions pursuant to any employee compensation, benefit plan, stock option plan or arrangement, any health, disability or similar insurance plan which covers current or former officers,
directors, members of management, managers, employees, consultants or independent contractors or any employment contract or arrangement; 

(d) (i) transactions permitted by Sections 6.01(d), (o) and (ee), 6.04 and 6.06(h), (m),
(o), (t), (v), (y), (z) and (aa) and (ii) issuances of Capital Stock and issuances and incurrences of Indebtedness not restricted by this Agreement; 

(e) transactions in existence on the Closing Date and any amendment, modification or extension thereof to the extent such amendment,
modification or extension, taken as a whole, is not (i) materially adverse to the Lenders or (ii) more disadvantageous to the Lenders than the relevant transaction in existence on the Closing Date; 

(f) (i) so long as no Event of Default under Sections 7.01(a), 7.01(f) or 7.01(g) then exists or would result
therefrom, the payment of management, monitoring, consulting, advisory and similar fees to any Investor in an amount not to exceed the greater of $3,000,000 and 2% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test
Period per Fiscal Year and (ii) the payment or reimbursement of all indemnification obligations and expenses owed to any Investor and any of their respective directors, officers, members of management, managers, employees and consultants, in
each case of clauses (i) and (ii) whether currently due or paid in respect of accruals from prior periods; 
 (g) the
Transactions, including the payment of Transaction Costs and payments required under the Acquisition Agreement; 
 (h) ordinary course
compensation to Affiliates in connection with financial advisory, financing, underwriting or placement services or in respect of other investment banking activities and other transaction fees, which payments are approved by the majority of the
members of the board of directors (or similar governing body) or a majority of the disinterested members of the board of directors (or similar governing body) of the Borrower in good faith; 

(i) Guarantees permitted by Section 6.01 or Section 6.06; 

(j) transactions among Holdings, the Borrower and its Restricted Subsidiaries and/or any Affiliated Practice that are otherwise permitted (or
not restricted) under this Article 6; 
 (k) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities
provided on behalf of, members of the board of directors (or similar governing body), officers, employees, members of management, managers, consultants and independent contractors of the Borrower and/or any of its Restricted Subsidiaries in the
ordinary course of business and, in the case of payments to such Person in such capacity on behalf of any Parent Company, to the extent attributable to the operations of the Borrower or its subsidiaries; 

  
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 (l) transactions with customers, clients, suppliers, joint ventures, purchasers or sellers
of goods or services or providers of employees or other labor entered into in the ordinary course of business, which are (i) fair to the Borrower and/or its applicable Restricted Subsidiary in the good faith determination of the board of
directors (or similar governing body) of the Borrower or the senior management thereof or (ii) on terms at least as favorable as might reasonably be obtained from a Person other than an Affiliate; 

(m) the payment of reasonable out-of-pocket costs and expenses related to registration rights and customary indemnities provided to
shareholders under any shareholder agreement; 
 (n) (i) any purchase by Holdings of the Capital Stock of (or contribution to the equity
capital of) the Borrower and (ii) any intercompany loan made by Holdings to the Borrower or any Restricted Subsidiary and/or any Affiliated Practice; 

(o) any transaction in respect of which the Borrower delivers to the Administrative Agent a letter addressed to the board of directors (or
equivalent governing body) of the Borrower from an accounting, appraisal or investment banking firm of nationally recognized standing stating that such transaction is on terms that are no less favorable to the Borrower or the applicable Restricted
Subsidiary than might be obtained at the time in a comparable arm’s length transaction from a Person who is not an Affiliate and/or 

(p) any transaction consummated in connection with any Permitted Practice Subsidiary Restructuring. 

Section 6.10. Conduct of Business. From and after the Closing Date, the Borrower shall not, nor shall it permit any of its
Restricted Subsidiaries to, engage in any material line of business other than (a) the businesses engaged in by the Borrower or any Restricted Subsidiary on the Closing Date and similar, incidental, complementary, ancillary or related
businesses and (b) such other lines of business to which the Administrative Agent may consent. 
 Section 6.11. Amendments or
Waivers of Certain Documents. 
 (a) The Borrower shall not, nor shall it permit any Subsidiary Guarantor to, amend or modify their
respective Organizational Documents, in each case in a manner that is materially adverse to the Lenders (in their capacities as such), taken as a whole, without obtaining the prior written consent of the Administrative Agent; provided that,
for purposes of clarity, it is understood and agreed that the Borrower and/or any Subsidiary Guarantor may effect a change to its organizational form and/or consummate any other transaction that is permitted under Section 6.07. 

(b) Except as may be required in accordance with any applicable Requirement of Law, the Borrower shall not, nor shall it permit any Subsidiary
Guarantor to, amend or modify any Management Services Agreement, Therapy Director Agreement, any Securities Transfer Restriction Agreement and/or any Practice Loan Agreement, in any case, in a manner that (i) is materially adverse to the
business of the Borrower and its subsidiaries, taken as a whole, or (ii) is materially adverse to the interests of the Lenders in their respective capacities as such; provided that it is understood and agreed for the avoidance of doubt
that (A) any amendment, modification or other change to the management or other similar fee owing under any Management Services Agreement made in the reasonable business judgment of the relevant Loan Party, (B) any amendment, modification
or change to any interest rate or repayment and/or prepayment provision in any Practice Loan Agreement and/or (C) any amendment, modification or change to any Management Services Agreement, Therapy Director Agreement, any Securities Transfer
Restriction Agreement and/or any Practice Loan Agreement made in the ordinary course of business shall not, in each case, be restricted by this Section 6.11(b)(ii). 

  
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 Section 6.12. Amendments of or Waivers with Respect to Restricted Debt. The
Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, amend or otherwise modify the terms of any Restricted Debt (or the documentation governing any Restricted Debt) (a) if the effect of such amendment or modification,
together with all other amendments or modifications made, is materially adverse to the interests of the Lenders (in their capacities as such) or (b) in violation of the Initial Intercreditor Agreement, any Acceptable Intercreditor Agreement or
the subordination terms set forth in the definitive documentation governing any Restricted Debt; provided that, for purposes of clarity, it is understood and agreed that the foregoing limitation shall not otherwise prohibit any Refinancing
Indebtedness or any other replacement, refinancing, amendment, supplement, modification, extension, renewal, restatement or refunding of any Restricted Debt, in each case, that is permitted under this Agreement in respect thereof. 

Section 6.13. Fiscal Year. The Borrower shall not change its Fiscal Year-end to a date other than December 31;
provided that the Borrower may, upon written notice to the Administrative Agent, change the Fiscal Year-end of the Borrower to another date, in which case the Borrower and the Administrative Agent will, and are hereby authorized to, make any
adjustments to this Agreement that are necessary to reflect such change in Fiscal Year. 
 Section 6.14. Permitted Activities of
Holdings. Holdings shall not: 
 (a) incur any Indebtedness for borrowed money other than (i) the Indebtedness permitted to be
incurred by Holdings under the Loan Documents, under the Second Lien Facility or otherwise in connection with the Transactions and (ii) Guarantees of Indebtedness or other obligations of the Borrower and/or any Restricted Subsidiary that are
otherwise permitted hereunder; 
 (b) create or suffer to exist any Lien on any asset now owned or hereafter acquired by it other than
(i) the Liens created under the Collateral Documents and, subject to the Initial Intercreditor Agreement, the collateral documents relating to any Second Lien Facility, in each case, to which it is a party, (ii) any other Lien created in
connection with the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause
(a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in
respect of debt for borrowed money); or 
 (c) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer
all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom, Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than
the Borrower or any of its subsidiaries) so long as Holdings is the continuing or surviving Person. 
 Section 6.15. Financial
Covenant. 
 (a) First Lien Leverage Ratio. On the last day of any Test Period on which the Revolving Facility Test Condition is
then satisfied (it being understood and agreed that this Section 6.15(a) shall not apply earlier than the last day of the first full Fiscal Quarter ending after the Closing Date (and on such date, only to the extent the Revolving
Facility Test Condition is then satisfied), the Borrower shall not permit the First Lien Leverage Ratio to be greater than 6.25:1.00. 
 (b)
Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article 7), upon the occurrence of an Event of Default as a result of the Borrower’s failure to comply with Section 6.15(a) above
for any Fiscal Quarter, the Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 15 Business Days after the date on which financial statements for such Fiscal
Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash
or otherwise receive Cash contributions in respect of its Qualified Capital Stock (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.15(a) shall be 

  
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 recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an
amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.15(a) as of the end of such
Fiscal Quarter and for applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in
connection therewith), the requirements of Section 6.15(a) would be satisfied, then the requirements of Section 6.15(a) shall be deemed satisfied as of the end of the relevant Fiscal Quarter with the same effect as though
there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.15(a) that had occurred (or would have occurred) shall be deemed cured for the purposes of this Agreement. Notwithstanding
anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the
term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of complying with Section 6.15(a), (iv) upon the
Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”) until the 15th Business Day following the date on which financial
statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any
Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take
possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant Event of Default under Section 6.15(a), (v) there shall be no pro forma or other reduction of the amount of
Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.15(a) for the Fiscal Quarter in respect of which the Cure Right was exercised (other than, with respect to any future period, to the
extent of any portion of such Cure Amount that is actually applied to repay Indebtedness), (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the
Cure Right, such Cure Amount shall be disregarded for purposes of determining (A) whether any financial ratio-based condition to the availability of any carve-out set forth in Article 6 of this Agreement has been satisfied or
(B) the Applicable Rate or the Commitment Fee Rate and (vii) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue any Letter of Credit from and after such time as the Administrative Agent has received
the Notice of Intent to Cure unless and until the Cure Amount is actually received. 
 ARTICLE 7 

EVENTS OF DEFAULT 

Section 7.01. Events of Default. If any of the following events (each, an “Event of Default”) shall occur: 

(a) Failure To Make Payments When Due. Failure by the Borrower to pay (i) any installment of principal of any Loan when due,
whether at stated maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or otherwise; or (ii) any interest on any Loan or any fee or any other amount due hereunder within five Business Days after the date due; or

 (b) Default in Other Agreements. (i) Failure by the Borrower or any of its Restricted Subsidiaries to pay when due any
principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold
Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by the Borrower or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an
aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to
Indebtedness consisting of Hedging 

  
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 Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement
which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or
holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (with the giving of notice, if required) such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the
stated maturity of any underlying obligation, as the case may be; provided that clause (ii) of this paragraph (b) shall not apply to any secured Indebtedness that becomes due as a result of the voluntary sale or
transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii) above is unremedied and is not waived
by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Article 7; or 

(c) Breach of Certain Covenants. Failure of any Loan Party, as required by the relevant provision, to perform or comply with any term or
condition contained in Section 5.01(e)(i), Section 5.02 (as it applies to the preservation of the existence of the Borrower), or Article 6; provided that, notwithstanding this clause (c), no breach or
default by any Loan Party under Section 6.15(a) will constitute an Event of Default with respect to any Term Loan unless and until the Required Revolving Lenders have accelerated the Revolving Loans, terminated the commitments under the
Revolving Facility and demanded repayment of, or otherwise accelerated, the Indebtedness or other obligations under the Revolving Facility and have not rescinded such demand or acceleration (the “Financial Covenant Standstill”); it
being understood and agreed that any breach of Section 6.15(a) is subject to cure as provided in Section 6.15(b), and no Event of Default may arise under Section 6.15(a) until the 15th Business Day after the day
on which financial statements are required to be delivered for the relevant Fiscal Quarter under Sections 5.01(a) or (b), as applicable (unless the Cure Right has been exercised five times over the life of this Agreement and/or the
Cure Right has been exercised twice in the applicable four consecutive Fiscal Quarter period), and then only to the extent the Cure Amount has not been received on or prior to such date; or 

(d) Breach of Representations, Etc. Any representation, warranty or certification made or deemed made by any Loan Party in any Loan
Document or in any certificate required to be delivered in connection herewith or therewith (including, for the avoidance of doubt, any Perfection Certificate) being untrue in any material respect as of the date made or deemed made; it being
understood and agreed that any breach of any representation, warranty or certification resulting from the failure of the Administrative Agent to file any Uniform Commercial Code continuation statement shall not result in an Event of Default under
this Section 7.01(d) or any other provision of any Loan Document; or 
 (e) Other Defaults Under Loan Documents. Default
by any Loan Party in the performance of or compliance with any term contained herein or any of the other Loan Documents, other than any such term referred to in any other Section of this Article 7, which default has not been remedied or
waived within 30 days after receipt by the Borrower of written notice thereof from the Administrative Agent; or 
 (f) Involuntary
Bankruptcy; Appointment of Receiver, Etc. (i) The entry by a court of competent jurisdiction of a decree or order for relief in respect of Holdings, the Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary)
in an involuntary case under any Debtor Relief Law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal, state or local Requirements of Law, which relief is not
stayed; or (ii) the commencement of an involuntary case against Holdings, the Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) under any Debtor Relief Law; the entry by a court having jurisdiction in the
premises of a decree or order for the appointment of a receiver, receiver and manager, (preliminary) insolvency receiver, liquidator, sequestrator, trustee, administrator, custodian or other officer having similar powers over Holdings, the Borrower
or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary), or over all or a material part of its property; or the involuntary appointment of an interim receiver, trustee or other custodian of Holdings, the Borrower or any of its
Restricted Subsidiaries (other than any Immaterial Subsidiary) for all or a material part of its property, which remains, in any case under this clause (f), undismissed, unvacated, unbounded or unstayed pending appeal for 60 consecutive days;
or 

  
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 (g) Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) The entry against
Holdings, the Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) of an order for relief, the commencement by Holdings, the Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) of a
voluntary case under any Debtor Relief Law, or the consent by Holdings, the Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) to the entry of an order for relief in an involuntary case or to the conversion of an
involuntary case to a voluntary case, under any Debtor Relief Law, or the consent by Holdings, the Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) to the appointment of or taking possession by a receiver,
receiver and manager, insolvency receiver, liquidator, sequestrator, trustee, administrator, custodian or other like official for or in respect of itself or for all or a material part of its property; (ii) the making by Holdings, the Borrower
or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) of a general assignment for the benefit of creditors; or (iii) the admission by Holdings, the Borrower or any of its Restricted Subsidiaries (other than any Immaterial
Subsidiary) in writing of their inability to pay their respective debts as such debts become due; or 
 (h) Judgments and Attachments.
The entry or filing of one or more final money judgments, writs or warrants of attachment or similar process against Holdings, the Borrower or any of its Restricted Subsidiaries or any of their respective assets involving in the aggregate at any
time an amount in excess of the Threshold Amount (in either case to the extent not adequately covered by indemnity from a third party, by self-insurance (if applicable) or by insurance as to which the relevant third party insurance company has been
notified and not denied coverage), which judgment, writ, warrant or similar process remains unpaid, undischarged, unvacated, unbonded or unstayed pending appeal for a period of 60 consecutive days; or 

(i) Employee Benefit Plans. The occurrence of one or more ERISA Events, which individually or in the aggregate result in liability of
Holdings, the Borrower or any of its Restricted Subsidiaries in an aggregate amount which would reasonably be expected to result in a Material Adverse Effect; or 

(j) Change of Control. The occurrence of a Change of Control; or 

(k) Guaranties, Collateral Documents and Other Loan Documents. At any time after the execution and delivery thereof, (i) any
material Loan Guaranty for any reason, other than the occurrence of the Termination Date, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared, by a court of competent jurisdiction, to be null and
void or any Loan Guarantor shall repudiate in writing its obligations thereunder (in each case, other than as a result of the discharge of such Loan Guarantor in accordance with the terms thereof and other than as a result of any act or omission by
the Administrative Agent or any Lender), (ii) this Agreement or any material Collateral Document ceases to be in full force and effect or shall be declared, by a court of competent jurisdiction, to be null and void or any Lien on Collateral
created under any Collateral Document ceases to be perfected with respect to a material portion of the Collateral (other than (A) Collateral consisting of Material Real Estate Assets to the extent that the relevant losses are covered by a
lender’s title insurance policy and such insurer has not denied coverage or (B) solely by reason of (w) such perfection not being required pursuant to the Collateral and Guarantee Requirement, the Collateral Documents, this Agreement
or otherwise, (x) the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or the failure of the Administrative Agent to file Uniform Commercial Code continuation statements, (y) a release
of Collateral in accordance with the terms hereof or thereof or (z) the occurrence of the Termination Date or any other termination of such Collateral Document in accordance with the terms thereof) or (iii) other than in any bona fide,
good faith dispute as to the scope of Collateral or whether any Lien has been, or is required to be released, any Loan Party shall contest in writing, the validity or enforceability of any material provision of any Loan Document (or any Lien
purported to be created by the Collateral Documents or any Loan Guaranty) or deny in writing that it has any further liability (other than by reason of the occurrence of the Termination Date or any other termination of any other Loan Document in
accordance with the terms thereof), including with respect to future advances by the Lenders, under any Loan Document to which it is a party; it being understood and agreed that the failure of the Administrative Agent to file any Uniform Commercial
Code continuation statement and/or maintain possession of any physical Collateral shall not result in an Event of Default under this Section 7.01(k) or any other provision of any Loan Document; or 

  
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 (l) Subordination. The Obligations ceasing or the assertion in writing by any Loan
Party that the Obligations cease to constitute senior indebtedness under the subordination provisions of any document or instrument evidencing any Junior Lien Indebtedness in excess of the Threshold Amount or any such subordination provision being
invalidated by a court of competent jurisdiction in a final non-appealable order, or otherwise ceasing, for any reason, to be valid, binding and enforceable obligations of the parties thereto; 

then, and in every such event (other than (x) an event with respect to the Borrower described in clause (f) or (g) of this
Article or (y) any Event of Default arising under Section 6.15(a)), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the
Borrower, take any of the following actions, at the same or different times: (i) terminate the Revolving Credit Commitments, and thereupon such Commitments shall terminate immediately, (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
(iii) require that the Borrower deposit in the LC Collateral Account an additional amount in Cash as reasonably requested by the Issuing Banks (not to exceed 100% of the relevant face amount) of the then outstanding LC Exposure (minus
the amount then on deposit in the LC Collateral Account); provided that (A) upon the occurrence of an event with respect to the Borrower described in clauses (f) or (g) of this Article, any such 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, and the obligation of the Borrower to Cash collateralize the outstanding Letters of Credit as aforesaid shall automatically become effective, in each case
without further action of the Administrative Agent or any Lender and (B) during the continuance of any Event of Default arising under Section 6.15(a), (X) solely upon the request of the Required Revolving Lenders (but not the
Required Lenders or any other Lender or group of Lenders), the Administrative Agent shall, by notice to the Borrower, (1) terminate the Revolving Credit Commitments, and thereupon such Revolving Commitments shall terminate immediately,
(2) declare the Revolving 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
Revolving 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 (3) require that the Borrower deposit in the LC Collateral Account an additional amount in Cash as reasonably requested by the Issuing Banks (not to exceed 100% of the
relevant face amount) of the then outstanding LC Exposure (minus the amount then on deposit in the LC Collateral Account) and (Y) subject to the Financial Covenant Standstill, the Administrative Agent may, and at the request of the
Required Lenders shall, by notice to the Borrower, 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. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall,
exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC. 

  
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 ARTICLE 8 

THE ADMINISTRATIVE AGENT 
 Each
of the Lenders and the Issuing Banks, each, on behalf of itself and its applicable Affiliates and in their respective capacities as such and as Hedge Banks and/ or Cash Management Banks, as applicable, hereby irrevocably appoints Barclays (or any
successor appointed pursuant hereto) as Administrative Agent and authorizes the Administrative Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the
Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. 
 Any
Person serving as Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and the term “Lender” or
“Lenders” shall, unless otherwise expressly indicated, unless the context otherwise requires or unless such Person is in fact not a Lender, include each Person serving as Administrative Agent hereunder in its individual capacity. Such
Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with any Loan Party or any subsidiary of any Loan Party or other
Affiliate thereof as if it were not the Administrative Agent hereunder. The Lenders acknowledge that, pursuant to such activities, the Administrative Agent or its Affiliates may receive information regarding any Loan Party or any of its Affiliates
(including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that the Administrative Agent shall not be under any obligation to provide such information to them. 

The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the
generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default exists, and the use of the term “agent” herein and in the
other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Requirements of Law; it being understood that such
term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties, (b) the Administrative Agent shall not have any duty to take any discretionary
action or exercise any discretionary power, except discretionary rights and powers that are expressly contemplated by the Loan Documents and which the Administrative Agent is required to exercise in writing as directed by the Required Lenders or
Required Revolving Lenders (or such other number or percentage of the Lenders as shall be necessary under the relevant circumstances as provided in Section 9.02); provided that the Administrative Agent shall not be required to
take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Requirements of Law, and (c) 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 or any of its Restricted Subsidiaries that is communicated to or obtained by the
Person serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable to the Lenders or any other Secured Party for any action taken or not taken by it with the consent or at the request of the
Required Lenders or Required Revolving Lenders (or such other number or percentage of the Lenders as is necessary, or as the Administrative Agent believes in good faith shall be necessary, under the relevant circumstances as provided in
Section 9.02) or in the absence of its own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein. The Administrative
Agent shall not be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or any Lender, and the Administrative Agent shall not be responsible for or
have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection
with any Loan Document, (iii) the performance or observance of any covenant, agreement or other term or condition set forth in any Loan 

  
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 Document or the occurrence of any Default or Event of Default, (iv) the validity, enforceability,
effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of any Lien on the Collateral or the existence, value or sufficiency of the Collateral or to assure that
the Liens granted to the Administrative Agent pursuant to any Loan Document have been or will continue to be properly or sufficiently or lawfully created, perfected or enforced or are entitled to any particular priority, (vi) the satisfaction
of any condition set forth in Article 4 or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or (vii) any property, book or record of any Loan Party or
any Affiliate thereof. 
 Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, the Borrower, the
Administrative Agent and each Secured Party agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Loan Guaranty; it being understood that any right to realize upon the
Collateral or enforce any Loan Guaranty against any Loan Party pursuant hereto or pursuant to any other Loan Document may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof or thereof
, and (ii) in the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or in the event of any other Disposition (including pursuant to Section 363 of the Bankruptcy Code),
(A) the Administrative Agent, as agent for and representative of the Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such
sale, to use and apply all or any portion of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such Disposition and (B) the Administrative Agent or any Lender may be the
purchaser or licensor of all or any portion of such Collateral at any such Disposition. 
 No holder of any Secured Hedging Obligation or
Banking Services Obligation in its respective capacity as such shall have any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under this Agreement. 

Each Secured Party agrees that the Administrative Agent may in its sole discretion, but is under no obligation to credit bid any part of the
Secured Obligations or to purchase or retain or acquire any portion of the Collateral. 
 The Administrative Agent shall be entitled to rely
upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) that
it believes to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper
Person and shall not incur any liability for relying thereon. 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 the applicable Issuing Bank, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent has received notice to the contrary from such Lender or Issuing Bank prior to the making of such
Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or
not taken by it in accordance with the advice of any such counsel, accountants or experts. 
 The Administrative Agent may perform any and
all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by it. The Administrative Agent and any such sub-agent may perform any and all 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 in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent. 

  
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 The Administrative Agent may resign at any time by giving ten days’ written notice to
the Lenders, the Issuing Banks and the Borrower; provided that if no successor agent is appointed in accordance with the terms set forth below within such ten-day period, the Administrative Agent’s resignation shall not be effective
until the earlier to occur of (x) the date of the appointment of the successor agent or (y) the date that is 20 days after the last day of such ten-day period. If the Administrative Agent is a Defaulting Lender or an Affiliate of a
Defaulting Lender, either the Required Lenders or the Borrower may, upon ten days’ notice, remove the Administrative Agent; provided that if no successor agent is appointed in accordance with the terms set forth below within such ten-day
period, the Administrative Agent’s removal shall, at the option of the Borrower, not be effective until the earlier to occur of (x) the date of the appointment of the successor agent or (y) the date that is 20 days after the last day
of such ten-day period. Upon receipt of any such notice of resignation or delivery of any such notice of removal, the Required Lenders shall have the right, with the consent of the Borrower (not to be unreasonably withheld or delayed), to appoint a
successor Administrative Agent which shall be a commercial bank, trust company or other Person reasonably acceptable to the Borrower with offices in the U.S. having combined capital and surplus in excess of $1,000,000,000; provided that
during the existence of an Event of Default under Section 7.01(a) or, with respect to the Borrower, Sections 7.01(f) or (g), no consent of the Borrower shall be required. If no successor has been appointed as provided above
and accepted such appointment within ten days after the retiring Administrative Agent gives notice of its resignation or the Administrative Agent receives notice of removal, then (a) in the case of a retirement, the retiring Administrative
Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent meeting the qualifications set forth above (including, for the avoidance of doubt, the consent of the Borrower) or
(b) in the case of a removal, the Borrower may, after consulting with the Required Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that (x) in the case of a retirement, if the
Administrative Agent notifies the Borrower, the Lenders and the Issuing Banks that no qualifying Person has accepted such appointment or (y) in the case of a removal, the Borrower notifies the Required Lenders that no qualifying Person has
accepted such appointment, then, in each case, such resignation or removal shall nonetheless become effective in accordance with the provisos to the first two sentences in this paragraph and (i) the retiring or removed Administrative Agent
shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent in its capacity as collateral agent for the Secured Parties for
purposes of maintaining the perfection of the Lien on the Collateral securing the Secured Obligations, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is
appointed) and (ii) all payments, communications and determinations required to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Bank directly (and each Lender and each Issuing Bank
will cooperate with the Borrower to enable the Borrower to take such actions), until such time as the Required Lenders or the Borrower, as applicable, appoint a successor Administrative Agent, as provided above in this Article 8. Upon the
acceptance of its appointment as Administrative Agent hereunder as a successor Administrative Agent, the successor Administrative Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed
Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder (other than its obligations
under Section 9.13 hereof). The fees payable by the Borrower to any successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor Administrative
Agent. After the Administrative Agent’s resignation or removal hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and
their respective Related Parties in respect of any action taken or omitted to be taken by any of them while the relevant Person was acting as Administrative Agent (including for this purpose holding any collateral security following the retirement
or removal of the Administrative Agent). Notwithstanding anything to the contrary herein, no Disqualified Institution (nor any Affiliate thereof) may be appointed as a successor Administrative Agent. 

  
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 Each of each Lender and each Issuing Bank acknowledges that it has, independently and
without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each
of each Lender and each Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their respective Related Parties and based on such documents and information as it
shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder. Except
for notices, reports and other documents expressly required to be furnished to the Lenders and the Issuing Banks by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender or any
Issuing Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the
possession of the Administrative Agent or any of its Related Parties. 
 Notwithstanding anything to the contrary herein, the Arrangers
shall not have any right, power, obligation, liability, responsibility or duty under this Agreement, except in their respective capacities as the Administrative Agent, an Issuing Bank or a Lender hereunder, as applicable. 

Each Secured Party irrevocably authorizes and instructs the Administrative Agent to, and the Administrative Agent shall: 

(a) release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon the occurrence of the
Termination Date, (ii) that is sold or to be sold or transferred as part of or in connection with any Disposition permitted under the Loan Documents to a Person that is not a Loan Party, (iii) that does not constitute (or ceases to
constitute) Collateral, (iv) if the property subject to such Lien is owned by a Subsidiary Guarantor, upon the release of such Subsidiary Guarantor from its Loan Guaranty otherwise in accordance with the Loan Documents, (v) as required
under clause (d) below or (vi) if approved, authorized or ratified in writing by the Required Lenders in accordance with Section 9.02; 

(b) subject to Section 9.22, release any Subsidiary Guarantor from its obligations under the Loan Guaranty if such Person ceases to
be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder (including, for the avoidance of doubt, as a result of any Permitted Practice Subsidiary
Restructuring) and the Borrower has requested that such Subsidiary Guarantor cease to be a Subsidiary Guarantor; 
 (c) 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 Sections 6.02(d), 6.02(e), 6.02(g)(i), 6.02(l), 6.02(m),
6.02(n), 6.02(o)(i) (other than any Lien on the Capital Stock of any Subsidiary Guarantor), 6.02(q), 6.02(r), 6.02(u) (to the extent the relevant Lien is of the type to which the Lien of the Administrative Agent is
otherwise required to be subordinated under this clause (c) pursuant to any of the other exceptions to Section 6.02 (i.e., the exceptions other than Section 6.02(u)) that are expressly included in this clause
(c)), 6.02(x), 6.02(y), 6.02(z)(i), 6.02(bb), 6.02(cc), 6.02(dd) (in the case of clause (ii), to the extent the relevant Lien covers cash collateral posted to secure the relevant obligation),
6.02(ee), 6.02(ff), 6.02(gg) and/or 6.02(hh) (and any Refinancing Indebtedness in respect of any thereof to the extent such Refinancing Indebtedness is permitted to be secured under Section 6.02(k));
provided, that the subordination of any Lien on any property granted to or held by the Administrative Agent shall only be required with respect to any Lien on such property that is permitted by Sections 6.02(l), 6.02(o),
6.02(q), 6.02(r), 6.02(u), 6.02(bb) and/or 6.02(hh) to the extent that the Lien of the Administrative Agent with respect to such property is required to be subordinated to the relevant Permitted Lien in accordance
with the documentation governing the Indebtedness that is secured by such Permitted Lien; and 
 (d) enter into subordination, intercreditor,
collateral trust and/or similar agreements with respect to Indebtedness (including the Initial Intercreditor Agreement and any other Acceptable Intercreditor Agreement and/or any amendment to the Initial Intercreditor Agreement and/or any Acceptable
Intercreditor Agreement) that is (i) required or permitted to be subordinated hereunder and/or (ii) secured by Liens, and with respect to which Indebtedness, this Agreement contemplates an intercreditor, subordination, collateral trust or
similar agreement. 

  
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 Upon the request of the Administrative Agent at any time, the Required Lenders will confirm
in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Loan Party from its obligations under the Loan Guaranty or its Lien on any Collateral pursuant to
this Article 8. In each case as specified in this Article 8, the Administrative Agent will (and each Lender, and each Issuing Bank hereby authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to
the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, to subordinate its interest
therein, or to release such Loan Party from its obligations under the Loan Guaranty, in each case in accordance with the terms of the Loan Documents and this Article 8; provided, that upon the request of the Administrative Agent, the
Borrower shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. 

The Administrative Agent is authorized to enter into the Initial Intercreditor Agreement, any other Acceptable Intercreditor Agreement and any
other intercreditor, subordination, collateral trust or similar agreement contemplated hereby with respect to any (a) Indebtedness (i) that is (A) required or permitted to be subordinated hereunder and/or (B) secured by any Lien
and (ii) which contemplates an intercreditor, subordination, collateral trust or similar agreement and/or (b) Secured Hedging Obligations and/or Banking Services Obligations, whether or not constituting Indebtedness (any such other
intercreditor, subordination, collateral trust and/or similar agreement an “Additional Agreement”), and the Secured Parties party hereto acknowledge that the Initial Intercreditor Agreement, any Acceptable Intercreditor Agreement
and any other Additional Agreement is binding upon them. Each Secured Party party hereto hereby (a) agrees that they will be bound by, and will not take any action contrary to, the provisions of the Initial Intercreditor Agreement, any
Acceptable Intercreditor Agreement or any other Additional Agreement and (b) authorizes and instructs the Administrative Agent to enter into the Initial Intercreditor Agreement, any Acceptable Intercreditor Agreement and/or any other Additional
Agreement and to subject the Liens on the Collateral securing the Secured Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the Secured Parties to extend credit to the Borrower, and the Secured Parties
are intended third-party beneficiaries of such provisions and the provisions of the Initial Intercreditor Agreement, any Acceptable Intercreditor Agreement and/or any other Additional Agreement. 

To the extent that the Administrative Agent (or any Affiliate thereof) is not reimbursed and indemnified by the Borrower in accordance with
and to the extent required by Section 9.03(b) hereof, the Lenders will reimburse and indemnify the Administrative Agent (and any Affiliate thereof) in proportion to their respective Applicable Percentages (determined as if there were no
Defaulting Lenders) for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses or disbursements of whatsoever kind or nature which may be imposed on, asserted against or incurred by
the Administrative Agent (or any Affiliate thereof) in performing its duties hereunder or under any other Loan Document or in any way relating to or arising out of this Agreement or any other Loan Document; provided that no Lender shall be
liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s (or such affiliate’s) gross negligence or
willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). 
 To the extent required by
any applicable Requirement of Law (as determined in good faith by the Administrative Agent), the Administrative Agent may withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. Without
limiting or expanding the provisions of Section 2.17, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within ten days after demand therefor, any and all Taxes and
any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for 

  
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 the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other
Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from amounts paid to or for the account of such Lender for any reason (including because the appropriate form was not delivered or not properly
executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective). A certificate as to the amount of such payment or liability
delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or
any other Loan Document against any amount due the Administrative Agent under this paragraph. The agreements in this paragraph shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the
replacement of, any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document. For the avoidance of doubt, the term “Lender” shall, for all purposes of this
paragraph, include any Issuing Bank and the Swingline Lender. 
 ARTICLE 9 

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 paragraph
(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 facsimile or email, as follows: 

(i) if to any Loan Party, to such Loan Party in the care of the Borrower at: 

ATI Holdings, Inc. 
 790 Remington
Boulevard 
 Bolingbrook, Illinois 60440 

Attention: Nathan Bard 
 Email:
nathan.bard@atipt.com 
 with a copy to (which shall not constitute notice to any Loan Party): 

Advent International Corporation 

75 State Street, 2nd floor 

Boston, 02109 MA 
 Attention: John
Maldonado 
 Email: jmaldonado@AdventInternational.com 

Facsimile: (617) 951-0568 

and 
 Weil, Gotshal &
Manges LLP 
 767 Fifth Avenue 

New York, New York 10153 

Attention: Allison R. Liff 

Email: allison.liff@weil.com 

Facsimile: (212) 310-8007 

  
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 (ii) if to the Administrative Agent, at: 

Barclays Bank PLC 
 745 Seventh
Avenue 
 New York, New York 10019 

Attention: Vanessa Kurbatskiy/Annie Rogosky 

Email: Vanessa.kurbatskiy@barclays.com/ltmny@barclays.com 

Facsimile: (212) 526-5115 

(iii) if to any Issuing Bank, at: 

Barclays Bank PLC 
 Letter of
Credit Department 
 745 Seventh Avenue 

New York, New York 10019 

Attention: Dawn Townsend 
 Email:
Dawn.Townsend@barclays.com/XraLetterofCredit@barclays.com 
 Facsimile: (212) 412-5011 

with a copy to: 
 Barclays Bank
PLC 
 745 Seventh Avenue 
 New
York, New York 10019 
 Attention: Vanessa Kurbatskiy/Annie Rogosky 

Email: Vanessa.kurbatskiy@barclays.com/ltmny@barclays.com 

Facsimile: (212) 526-5115 

or 
 HSBC Bank USA, N.A. 

CTLA Loan Admin 
 c/o HSBC Bank
USA, N.A. 
 452 5th Avenue 

New York, NY 10018 
 Attention:
Loan Administrator 
 Email: CTLANY.LoanAdmin@us.hsbc.com 

or 
 such address as may be
specified in the documentation pursuant to which such Issuing Bank is appointed in its capacity as such. 
 (iv) if to any
Lender, to it at its address or facsimile number set forth in its Administrative Questionnaire. 
 All such notices and other communications (A) sent
by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when delivered in person or by courier service and signed for against receipt thereof or three Business Days after dispatch if sent
by certified or registered mail, in each case, delivered, sent or mailed (properly addressed) to the relevant party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance
with this Section 9.01 or (B) sent by facsimile shall be deemed to have been given when sent and when receipt has been confirmed by telephone; provided that notices and other communications sent by telecopier shall be deemed
to have been given when sent (except that, if not given during normal business hours for the recipient, such notices or other communications shall be deemed to have been given at the opening of business on the next Business Day for the recipient).
Notices and other communications delivered through electronic communications to the extent provided in clause (b) below shall be effective as provided in such clause (b). 

 

  
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 (b) Notices and other communications to the Lenders hereunder may be delivered or furnished
by electronic communications (including e-mail and Internet or intranet websites) pursuant to procedures set forth herein or otherwise approved by the Administrative Agent. The Administrative Agent or the Borrower (on behalf of any Loan Party) may,
in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures set forth herein or otherwise approved by it; provided that approval of such procedures may be limited to
particular notices or communications. All such notices and other communications (i) 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); provided that any such notice or communication not given during the normal business hours of the recipient shall be deemed to have been given at
the opening of business on the next Business Day for the recipient or (ii) 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 (b)(i) of notification that such notice or communication is available and identifying the website address therefor. 
 (c) Any
party hereto may change its address or facsimile number or other notice information hereunder by notice to the other parties hereto; it being understood and agreed that the Borrower may provide any such notice to the Administrative Agent as
recipient on behalf of itself, the Swingline Lender, each Issuing Bank and each Lender. 
 (d) Each of Holdings and the Borrower hereby
acknowledges that (a) the Administrative Agent will make available to the Lenders and the Issuing Bank materials and/or information provided by, or on behalf of, Holdings or the Borrower hereunder (collectively, the “Borrower
Materials”) by posting the Borrower Materials on the Platform and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material nonpublic information within the meaning of
the United States federal securities laws with respect to Holdings, the Borrower or their respective securities) (each, a “Public Lender”). At the request of the Administrative Agent, each of Holdings and the Borrower hereby agrees
that (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC”, (ii) by marking Borrower Materials “PUBLIC,” Holdings and the Borrower shall be deemed
to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as information of a type that would (A) customarily be made publicly available, as determined in good faith by the Borrower, if Holdings or the
Borrower were to become public reporting companies or (B) would not be material with respect to Holdings, the Borrower, their respective subsidiaries, any of their respective securities or the Transactions as determined in good faith by the
Borrower for purposes of the United States federal securities laws and (iii) the Administrative Agent shall be required to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the
Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be deemed to be marked “PUBLIC,” unless the Borrower notifies the Administrative Agent promptly that any such
document contains material nonpublic information (it being understood that the Borrower shall have a reasonable opportunity to review the same prior to distribution and comply with SEC or other applicable disclosure obligations): (1) the Loan
Documents, (2) any amendment to any Loan Document and (3) any information delivered pursuant to Section 5.01(a) or (b). 

Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the
“Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable
law, including United States Federal and state securities laws, to make reference to communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public
information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws. 

  
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 THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER THE
ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS ON, OR THE ADEQUACY OF, THE PLATFORM, AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN ANY SUCH COMMUNICATION. NO
WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS IS MADE BY THE ADMINISTRATIVE AGENT
OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL ANY PARTY HERETO OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY OTHER PARTY HERETO OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER
OR NOT BASED ON STRICT LIABILITY AND 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, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OR MATERIAL BREACH OF THIS AGREEMENT. 
 Section 9.02. Waivers; Amendments. 

(a) No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder or under any
other Loan Document shall operate as a waiver thereof except as provided herein or in any Loan Document, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder and under any other Loan Document 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 party hereto therefrom shall in any event be effective unless the same is permitted by
this Section 9.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which it is given. Without limiting the generality of the foregoing, to the extent permitted by applicable
Requirements of Law, neither the making of any Loan nor the issuance of any Letter of Credit shall be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, any Lender or any Issuing Bank may have
had notice or knowledge of such Default or Event of Default at the time. 
 (b) Subject to this Section 9.02(b) and Sections
9.02(c) and (d) below and to Section 9.05(f), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified, except (i) in the case of this Agreement,
pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) or (ii) in the case of any other Loan Document (other than any
waiver, amendment or modification to effectuate any modification thereto expressly contemplated by the terms of such other Loan Document), pursuant to an agreement or agreements in writing entered into by the Administrative Agent and each Loan Party
that is party thereto, with the consent of the Required Lenders; provided that: 
 (A) the consent of each Lender
directly and adversely affected thereby (but not the consent of the Required Lenders) shall be required for any waiver, amendment or modification that: 

(1) increases the Commitment of such Lender (other than with respect to any Incremental Facility pursuant to
Section 2.22 in respect of which such Lender has agreed to be an Incremental Lender); it being understood that no amendment, modification or waiver of, or consent to departure from, any condition precedent, representation, warranty,
covenant, Default, Event of Default, mandatory prepayment or mandatory reduction of the Commitments shall constitute an increase of any Commitment of such Lender; 

  
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 (2) reduces the principal amount of any Loan owed to such Lender or any
amount due to such Lender on any Loan Installment Date; 
 (3) (x) extends the scheduled final maturity of any Loan or
(y) postpones any Loan Installment Date or any Interest Payment Date with respect to any Loan held by such Lender or the date of any scheduled payment of any fee or premium payable to such Lender hereunder (in each case, other than any
extension for administrative reasons agreed by the Administrative Agent); 
 (4) reduces the rate of interest (other than to
waive any Default or Event of Default or obligation of the Borrower to pay interest to such Lender at the default rate of interest under Section 2.13(d), which shall only require the consent of the Required Lenders) or the amount of any
fee or premium owed to such Lender; it being understood that no change in the definition of “First Lien Leverage Ratio” or any other ratio used in the calculation of the Applicable Rate or the Commitment Fee Rate, or in the calculation of
any other interest, fee or premium due hereunder (including any component definition thereof) shall constitute a reduction in any rate of interest or fee hereunder; 

(5) extends the expiry date of such Lender’s Commitment; it being understood that no amendment, modification or waiver
of, or consent to departure from, any condition precedent, representation, warranty, covenant, Default, Event of Default, mandatory prepayment or mandatory reduction of any Commitment shall constitute an extension of any Commitment of any Lender;
and 
 (6) waives, amends or modifies the provisions of Sections 2.18(b) or 2.18(c) of this Agreement in a
manner that would by its terms alter the pro rata sharing of payments required thereby (except in connection with any transaction permitted under Sections 2.22, 2.23, 9.02(c) and/or 9.05(g) or as otherwise provided in
this Section 9.02); 
 (B) no such agreement shall: 

(1) change (x) any of the provisions of Section 9.02(a) or Section 9.02(b) or the definition of
“Required Lenders”, in each case to reduce any voting percentage required to waive, amend or modify any right thereunder or make any determination or grant any consent thereunder, without the prior written consent of each Lender or
(y) the definition of “Required Revolving Lenders” without the prior written consent of each Revolving Lender (it being understood that neither the consent of the Required Lenders nor the consent of any other Lender shall be required
in connection with any change to the definition of “Required Revolving Lenders”); 
 (2) release all or
substantially all of the Collateral from the Lien granted pursuant to the Loan Documents (except as otherwise permitted herein or in the other Loan Documents, including pursuant to Article 8 or Section 9.22 hereof), without the
prior written consent of each Lender; or 

  
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 (3) release all or substantially all of the value of the Guarantees under
the Loan Guaranty (except as otherwise permitted herein or in the other Loan Documents, including pursuant to Section 9.22 hereof), without the prior written consent of each Lender; 

(C) solely with the consent of the Required Revolving Lenders (but without the consent of the Required Lenders or any other
Lender), any such agreement may (x) waive, amend or modify Section 6.15 (or the definition of “First Lien Leverage Ratio” or any component definition thereof, in each case, as any such definition is used solely for
purposes of Section 6.15) (other than, in the case of Section 6.15(a), for purposes of determining compliance with such Section as a condition to taking any action under this Agreement) (other than as permitted under
clause (y)) and/or (y) waive, amend or modify any condition precedent set forth in Section 4.02 hereof as it pertains to any Revolving Loan and/or Additional Revolving Loan; and 

(D) solely with the consent of the relevant Issuing Bank and, in the case of clause (x), the Administrative Agent, any
such agreement may (x) increase or decrease the Letter of Credit Sublimit or (y) waive, amend or modify any condition precedent set forth in Section 4.02 hereof as it pertains to the issuance of any Letter of Credit; 

(E) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, any Issuing
Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, such Issuing Bank or the Swingline Lender, as the case may be. 

(c) Notwithstanding the foregoing, this Agreement may be amended: 

(i) with the written consent of the Borrower and the Lenders providing the relevant Replacement Term Loans to permit the
refinancing or replacement of all or any portion of the outstanding Term Loans under the applicable Class (any such loans being refinanced or replaced, the “Replaced Term Loans”) with one or more replacement term loans hereunder
(“Replacement Term Loans”) pursuant to a Refinancing Amendment; provided that 
 (A) the aggregate
principal amount of any Replacement Term Loans shall not exceed the aggregate principal amount of the Replaced Term Loans (plus (1) any additional amounts permitted to be incurred under Section 6.01 and, to the extent any
such additional amounts are secured, the related Liens are permitted under Section 6.02, and plus (2) the amount of accrued interest, penalties and premium (including tender premium) thereon, any committed but undrawn amount
and underwriting discounts, fees (including upfront fees, original issue discount or initial yield payments), commissions and expenses associated therewith), 

(B) any Replacement Term Loans (other than customary bridge loans with a maturity date of not longer than one year;
provided that any loans, notes, securities or other Indebtedness which are exchanged for or otherwise replace such bridge loans shall be subject to the requirements of this clause (B)) must have a final maturity date that is equal to
or later than the final maturity date of, and have a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Replaced Term Loans at the time of the relevant refinancing (without giving effect to any
prepayment thereof), 

  
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 (C) any Replacement Term Loans may be (1) pari passu with or
junior to any then-existing Term Loans in right of payment and pari passu with or junior to such Term Loans with respect to the Collateral (it being understood that any Replacement Term Loans that are junior to the Initial Term Loans with
respect to security shall be pari passu with, or junior to, the Second Lien Facility) (provided that any Replacement Term Loans not incurred under this Agreement that are (x) pari passu with or junior to the existing Term Loans
with respect to security or (y) junior to the existing Term Loans in right of payment shall, in either case, be subject to an Acceptable Intercreditor Agreement) or (2) unsecured, 

(D) any Replacement Term Loans that are secured may not be secured by any assets other than the Collateral, 

(E) any Replacement Term Loans that are guaranteed may not be guaranteed by any Person other than one or more Loan Parties,

 (F) any Replacement Term Loans that are pari passu with the Initial Term Loans in right of payment and security may
participate (A) in any voluntary prepayment of Term Loans as set forth in Section 2.11(a)(i) and (B) in any mandatory prepayment of Term Loans as set forth in Section 2.11(b)(vi), 

(G) any Replacement Term Loans may have pricing (including interest, fees and premiums) and, subject to preceding clause
(F), optional prepayment and redemption terms and, subject to preceding clause (B), an amortization schedule, as the Borrower and the lenders providing such Replacement Term Loans may agree, 

(H) the other terms and conditions of any Replacement Term Loans (excluding as set forth above) are (1) substantially
identical to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the lenders providing such Replacement Term Loans than those applicable to the Replaced Term Loans (other than covenants or other provisions
applicable only to periods after the latest Maturity Date of such Replaced Term Loans (in each case, as of the date of incurrence of such Replacement Term Loans)), (2) then-current market terms (as reasonably determined by the Borrower) for the
applicable type of Indebtedness or (3) reasonably acceptable to the Administrative Agent (it being agreed that terms and conditions of any Replacement Term Loans that are more favorable to the lenders or the agent of such Replacement Term Loans
than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents pursuant to the applicable Refinancing Amendment shall be deemed satisfactory to the Administrative Agent), and 

(ii) with the written consent of the Borrower and the Lenders providing the relevant Replacement Revolving Facility to permit
the refinancing or replacement of all or any portion of any Revolving Credit Commitment under the applicable Class (any such Revolving Credit Commitment being refinanced or replaced, a “Replaced Revolving Facility”) with a
replacement revolving facility hereunder (a “Replacement Revolving Facility”) pursuant to a Refinancing Amendment; provided that: 

(A) the aggregate principal amount of any Replacement Revolving Facility shall not exceed the aggregate principal amount of the
Replaced Revolving Facility (plus (x) any additional amounts permitted to be incurred under Section 6.01 and, to the extent any such additional amounts are secured, the related Liens are permitted under
Section 6.02 and (y) the amount of accrued interest, penalties and premium (including tender premium) thereon, any committed but undrawn amounts and underwriting discounts, fees (including upfront fees original issue discount or
initial yield payments), commissions and expenses associated therewith), 

  
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 (B) no Replacement Revolving Facility (other than customary bridge loans
with a maturity date of not longer than one year; provided that any loans, notes, securities or other Indebtedness which are exchanged for or otherwise replace such bridge loans shall be subject to the requirements of this clause (B))
may have a final maturity date (or require commitment reductions) prior to the final maturity date of the relevant Replaced Revolving Facility at the time of such refinancing, 

(C) any Replacement Revolving Facility may be (1) pari passu with or junior to any then-existing Revolving Credit
Commitment in right of payment and pari passu with or junior to such Revolving Credit Commitments with respect to the Collateral (it being understood that any Replacement Revolving Facility that is junior to the Initial Term Loans with
respect to security shall be pari passu with, or junior to, the Second Lien Facility) (provided that any Replacement Revolving Facility not incurred under this Agreement that is (x) pari passu with or junior to the then-existing
Revolving Credit Commitments with respect to security or (y) junior to the then-existing Revolving Credit Commitments in right of payment shall, in either case, be subject to an Acceptable Intercreditor Agreement) or (2) unsecured, 

(D) any Replacement Revolving Facility that is secured may not be secured by any assets other than the Collateral, 

(E) any Replacement Revolving Facility that is guaranteed may not be guaranteed by any Person other than one or more Loan
Parties, 
 (F) any Replacement Revolving Facility may provide for (1) the borrowing and repayment (except for
(x) payments of interest and fees at different rates on the Revolving Facilities (and related outstandings), (y) repayments required on the Maturity Date of any Revolving Facility and (z) repayments made in connection with a permanent
repayment and termination of the Revolving Credit Commitments under any Revolving Facility (subject to clause (3) below)) of Revolving Loans with respect to any Revolving Facility after the effective date of such Replacement Revolving
Facility shall be made on a pro rata basis or less than pro rata basis with all other Revolving Facilities, (2) all Letters of Credit shall be participated on a pro rata basis by all Revolving Lenders and (3) any permanent repayment of
Revolving Loans with respect to, and reduction and termination of Revolving Credit Commitments under, any Revolving Facility after the effective date of such Replacement Revolving Facility shall be made on a pro rata basis or less than pro rata
basis with all other Revolving Facilities, or, to the extent such Replacement Revolving Facility is terminated in full and refinanced or replaced with another Replacement Revolving Facility or Replacement Debt a greater than pro rata basis. 

(G) any Replacement Revolving Facility may have pricing (including interest, fees and premiums) and, subject to preceding
clause (F), optional prepayment and redemption terms as the Borrower and the lenders providing such Replacement Revolving Facility may agree, and 

(H) other terms and conditions of any Replacement Revolving Facility (excluding as set forth above) are (1) substantially
identical to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the lenders providing such Replacement Revolving Facility than those applicable to the Replaced Revolving Facility (other than covenants or other
provisions applicable only to periods after the latest Maturity Date of such Replaced Revolving Facility (in each case, as of the date of incurrence of such Replacement Revolving Facility)), (2) then-current market terms (as reasonably
determined by the Borrower) for the applicable type of Indebtedness or (3) reasonably acceptable to the Administrative Agent (it being agreed that terms and conditions of any Replacement Revolving Facility that are more favorable to the lenders
or the agent of such Replacement Revolving Facility than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents pursuant to the applicable Refinancing Amendment shall be deemed satisfactory to the
Administrative Agent), 

  
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 (I) the commitments in respect of the relevant Replaced Revolving Facility
shall be terminated, and all loans outstanding thereunder and all fees then due and payable in connection therewith shall be paid in full, in each case on the date any Replacement Revolving Facility is implemented; 

provided, further, that, in respect of each of subclauses (i) and (ii) of this clause (c), any Affiliated Lender
shall be permitted without the consent of the Administrative Agent to provide any Replacement Term Loans, it being understood that in connection therewith, the relevant Affiliated Lender shall be subject to the restrictions applicable to such Person
under Section 9.05 as if such Replacement Term Loans were Term Loans. 
 Each party hereto hereby agrees that this Agreement may
be amended by the Borrower, the Administrative Agent and the lenders providing the relevant Replacement Term Loans or the Replacement Revolving Facility, as applicable, to the extent (but only to the extent) necessary to reflect the existence and
terms of such Replacement Term Loans or Replacement Revolving Facility, as applicable, incurred or implemented pursuant thereto (including any amendment necessary to treat the loans and commitments subject thereto as a separate “tranche”
and “Class” of Loans and/or commitments hereunder). It is understood that any Lender approached to provide all or a portion of any Replacement Term Loans or any Replacement Revolving Facility may elect or decline, in its sole discretion,
to provide such Replacement Term Loans or Replacement Revolving Facility. 
 (d) Notwithstanding anything to the contrary contained in this
Section 9.02 or any other provision of this Agreement or any provision of any other Loan Document: 
 (i) the
Borrower and the Administrative Agent may, without the input or consent of any Lender, amend, supplement and/or waive any guaranty, collateral security agreement, pledge agreement and/or related document (if any) executed in connection with this
Agreement to (A) comply with any Requirement of Law or the advice of counsel or (B) cause any such guaranty, collateral security agreement, pledge agreement or other document to be consistent with this Agreement and/or the relevant other
Loan Documents, 
 (ii) the Borrower and the Administrative Agent may, without the input or consent of any other Lender
(other than the relevant Lenders (including Incremental Lenders) providing Loans under such Sections), effect amendments to this Agreement and the other Loan Documents as may be necessary in the reasonable opinion of the Borrower and the
Administrative Agent to (A) effect the provisions of Sections 2.22, 2.23, 5.12, 6.13 or 9.02(c), or any other provision specifying that any waiver, amendment or modification may be made with the consent or
approval of the Administrative Agent and/or (B) add terms (including representations and warranties, conditions, prepayments, covenants or events of default), in connection with the addition of any Loan or Commitment hereunder, any Incremental
Equivalent Debt, any Replacement Debt and/or any Refinancing Indebtedness incurred in reliance on Section 6.01(p) with respect to Indebtedness originally incurred in reliance on Section 6.01(z), that are favorable to the
then-existing Lenders, as reasonably determined by the Administrative Agent (it being understood that, where applicable, any such amendment may be effectuated as part of an Incremental Amendment and/or a Refinancing Amendment). 

(iii) if the Administrative Agent and the Borrower have jointly identified any ambiguity, mistake, defect, inconsistency,
obvious error or any error or omission of a technical nature or any necessary or desirable technical change, in each case, in any provision of any Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend such
provision solely to address such matter as reasonably determined by them acting jointly, 

  
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 (iv) the Administrative Agent and the Borrower may amend, restate, amend and
restate or otherwise modify the Initial Intercreditor Agreement, any Acceptable Intercreditor Agreement and/or any other Additional Agreement as provided therein, 

(v) the Administrative Agent may amend the Commitment Schedule to reflect assignments entered into pursuant to
Section 9.05, Commitment reductions or terminations pursuant to Section 2.09, implementations of Additional Commitments or incurrences of Additional Loans pursuant to Sections 2.22, 2.23 or 9.02(c) and
reductions or terminations of any such Additional Commitments or Additional Loans, 
 (vi) no Defaulting Lender shall have
any right to approve or disapprove any amendment, waiver or consent hereunder, except as permitted pursuant to Section 2.21(b) and except that the Commitment of any Defaulting Lender may not be increased without the consent of such
Defaulting Lender (it being understood that any Commitment or Loan held or deemed held by any Defaulting Lender shall be excluded from any vote hereunder that requires the consent of any Lender, except as expressly provided in
Section 2.21(b)), 
 (vii) 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 any extension of credit from time to time outstanding thereunder and the accrued interest and
fees in respect thereof to share ratably in the relevant benefits of this Agreement and the other Loan Documents and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders on
substantially the same basis as the Lenders prior to such inclusion and 
 (viii) any amendment, waiver or modification of
any term or provision that directly affects Lenders under one or more Classes and does not directly affect Lenders under one or more other Classes may be effected with the consent of Lenders owning 50% of the aggregate commitments or Loans of such
directly affected Class in lieu of the consent of the Required Lenders. 
 Section 9.03. Expenses; Indemnity. 

(a) Subject to Section 9.05(f), the Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by
each Arranger, the Administrative Agent and their respective Affiliates (but limited, in the case of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of outside counsel
to all such Persons taken as a whole and, if necessary, of one local counsel in any relevant jurisdiction to all such Persons, taken as a whole in connection with the syndication and distribution (including via the Internet or through a service such
as Intralinks) of the Credit Facilities, the preparation, execution, delivery and administration of the Loan Documents and any related documentation, including in connection with any amendment, modification or waiver of any provision of any Loan
Document (whether or not the transactions contemplated thereby are consummated, but only to the extent the preparation of any such amendment, modification or waiver was requested by the Borrower and except as otherwise provided in a separate writing
between the Borrower, the relevant Arranger and/or the Administrative Agent), but excluding solely in connection with any underwriting of commitments to provide the Credit Facilities on the Closing Date (with any expense reimbursement in connection
therewith to be governed by the Commitment Letter, dated as of March 25, 2016, by and among, inter alios, Purchaser and the Arrangers) and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative
Agent, the Arrangers, the Issuing Banks or the Lenders or any of their respective Affiliates (but limited, in the case of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one
firm of outside counsel to all such Persons taken as a whole and, if necessary, of one 

  
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 local counsel in any relevant jurisdiction to all such Persons, taken as a whole) in connection with the
enforcement, collection or protection of their respective rights in connection with the Loan Documents, including their respective rights under this Section, or in connection with the Loans made and/or Letters of Credit issued hereunder. Except to
the extent required to be paid on the Closing Date, all amounts due under this paragraph (a) shall be payable by the Borrower within 30 days of receipt by the Borrower of an invoice setting forth such expenses in reasonable detail,
together with backup documentation supporting the relevant reimbursement request. 
 (b) The Borrower shall indemnify each Arranger, the
Administrative Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses,
claims, damages and liabilities (but limited, in the case of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably
necessary, one local counsel in any relevant jurisdiction to all Indemnitees, taken as a whole and solely in the case of an actual or perceived conflict of interest, (x) one additional counsel to all affected Indemnitees, taken as a whole, and
(y) one additional local counsel to all affected Indemnitees, taken as a whole), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of the Loan Documents or
any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby and/or the
enforcement of the Loan Documents, (ii) the use of the proceeds of the Loans or any Letter of Credit, (iii) any actual or alleged Release or presence of Hazardous Materials on, at, under or from any property currently or formerly owned,
leased or operated by the Borrower, any of its Restricted Subsidiaries or any other Loan Party or any Environmental Liability related to the Borrower, any of its Restricted Subsidiaries or any other Loan Party and/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 (and regardless of whether such matter is
initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that any such loss, claim, damage, or
liability (i) is determined by a final and non-appealable judgment of a court of competent jurisdiction (or documented in any settlement agreement referred to below) to have resulted from the gross negligence, bad faith or willful misconduct of
such Indemnitee or, to the extent such judgment finds (or any such settlement agreement acknowledges) that any such loss, claim, damage, or liability has resulted from such Person’s material breach of the Loan Documents or (ii) arises out
of any claim, litigation, investigation or proceeding brought by such Indemnitee against another Indemnitee (other than any claim, litigation, investigation or proceeding that is brought by or against the Administrative Agent, any Issuing Bank or
any Arranger, acting in its capacity as the Administrative Agent, as an Issuing Bank or as an Arranger) that does not involve any act or omission of Holdings, the Borrower or any of its subsidiaries. Each Indemnitee shall be obligated to refund or
return any and all amounts paid by the Borrower pursuant to this Section 9.03(b) to such Indemnitee for any fees, expenses, or damages to the extent such Indemnitee is not entitled to payment thereof in accordance with the terms hereof.
All amounts due under this paragraph (b) shall be payable by the Borrower within 30 days (x) after receipt by the Borrower of a written demand therefor, in the case of any indemnification obligations and (y) in the case of
reimbursement of costs and expenses, after receipt by the Borrower of an invoice setting forth such costs and expenses in reasonable detail, together with backup documentation supporting the relevant reimbursement request. This
Section 9.03(b) shall not apply to Taxes other than any Taxes that represent losses, claims, damages or liabilities in respect of a non-Tax claim. 

(c) The Borrower shall not be liable for any settlement of any proceeding effected without the written consent of the Borrower (which consent
shall not be unreasonably withheld, delayed or conditioned), but if any proceeding is settled with the written consent of the Borrower, or if there is a final judgment against any Indemnitee in any such proceeding, the Borrower agrees to indemnify
and hold harmless each Indemnitee to the extent and in the manner set forth above. The Borrower shall not, without the prior written consent of the affected Indemnitee (which consent shall not be unreasonably withheld, conditioned or delayed),
effect any settlement of any pending or threatened proceeding in respect of which indemnity could have been sought hereunder by such Indemnitee unless (i) such settlement includes an unconditional release of such Indemnitee from all liability
or claims that are the subject matter of such proceeding and (ii) such settlement does not include any statement as to any admission of fault or culpability. 

  
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 Section 9.04. Waiver of Claim. To the extent permitted by applicable
Requirements of Law, no party to this Agreement shall assert, and each hereby waives, any claim against any other party hereto, any Loan Party and/or any Related Party of any thereof, 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 any Letter of Credit or the use of
the proceeds thereof, except, in the case of any claim by any Indemnitee against the Borrower, to the extent such damages would otherwise be subject to indemnification pursuant to the terms of Section 9.03. 

Section 9.05. 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
permitted assigns; provided that (i) except as provided under Section 6.07, the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (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 the terms of this Section (any
attempted assignment or transfer not complying with the terms of this Section shall be null and void and, with respect to any attempted assignment or transfer to any Disqualified Institution, subject to Section 9.05(f)). Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and permitted assigns, to the extent provided in paragraph (e) of this Section, Participants and,
to the extent expressly contemplated hereby, the Related Parties of each of the Arrangers, the Administrative Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 

(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees all
or a portion of its rights and obligations under this Agreement (including all or a portion of any Loan or Additional Commitment added pursuant to Sections 2.22, 2.23 or 9.02(c) at the time owing to it) with the prior written
consent of: 
 (A) the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, that
(x) the Borrower shall be deemed to have consented to any assignment of Term Loans (other than any such assignment to a Disqualified Institution) unless it has objected thereto by written notice to the Administrative Agent within 15 Business
Days after receipt of written notice thereof and (y) the consent of the Borrower shall not be required for any assignment of Term Loans or Term Commitments (1) to any Term Lender or any Affiliate of any Term Lender or an Approved Fund or
(2) at any time when an Event of Default under Section 7.01(a) or Sections 7.01(f) or (g) (with respect to the Borrower) exists; it being understood and agreed that the consent of the Borrower (not to be
unreasonably withheld, conditioned or delayed) shall always be required for any assignment of Revolving Commitments and/or Revolving Loans; provided, further, that notwithstanding the foregoing, the Borrower may withhold its consent to
any assignment to any Person (other than a Bona Fide Debt Fund) that is not a Disqualified Institution but is known by the Borrower to be an Affiliate of a Disqualified Institution regardless of whether such Person is identifiable as an Affiliate of
a Disqualified Institution on the basis of such Affiliate’s name; 
 (B) the Administrative Agent (such consent not to
be unreasonably withheld, conditioned or delayed); provided, that no consent of the Administrative Agent shall be required for any assignment to another Lender, any Affiliate of a Lender or any Approved Fund; and 

  
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 (C) in the case of any Revolving Facility, each Issuing Bank and the
Swingline Lender, in each case, not to be unreasonably withheld, conditioned or delayed. 
 (ii) Assignments shall be subject
to the following additional conditions: 
 (A) except in the case of any assignment to another Lender, any Affiliate of any
Lender or any Approved Fund or any assignment of the entire remaining amount of the relevant assigning Lender’s Loans or Commitments of any Class, the principal amount of Loans or Commitments of the assigning Lender subject to the relevant
assignment (determined as of the date on which the Assignment Agreement with respect to such assignment is delivered to the Administrative Agent and determined on an aggregate basis in the event of concurrent assignments to Related Funds or by
Related Funds) shall not be less than (x) $1,000,000, in the case of Term Loans and Term Commitments and (y) $5,000,000 in the case of Revolving Loans and Revolving Credit Commitments, unless the Borrower and the Administrative Agent
otherwise consent; 
 (B) any partial assignment shall be made as an assignment of a proportionate part of all the relevant
assigning Lender’s rights and obligations under this Agreement; 
 (C) the parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), and shall pay to the Administrative Agent a
processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); and 

(D) the relevant Eligible Assignee, if it is not a Lender, shall deliver on or prior to the effective date of such assignment,
to the Administrative Agent (1) an Administrative Questionnaire and (2) any Internal Revenue Service form required under Section 2.17. 

(iii) Subject to the acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the
effective date specified in any Assignment Agreement, the Eligible Assignee thereunder shall be a party hereto and, to the extent of the interest assigned pursuant to such Assignment Agreement, 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 Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all of the
assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be (A) entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03 with
respect to facts and circumstances occurring on or prior to the effective date of such assignment and (B) subject to its obligations thereunder and under Section 9.13). If any assignment by any Lender holding any Promissory Note is
made after the issuance of such Promissory Note, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender such Promissory Note to the Administrative Agent for cancellation, and,
following such cancellation, if requested by either the assignee or the assigning Lender, the Borrower shall issue and deliver a new Promissory Note to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the new
commitments and/or outstanding Loans of the assignee and/or the assigning Lender. 

  
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 (iv) The Administrative Agent, acting for this purpose as an agent of the
Borrower, shall maintain at one of its offices a copy of each Assignment Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders and their respective successors and assigns, and the commitment of, and
principal amount of and interest on the Loans and LC Disbursements owing to, each Lender or Issuing Bank pursuant to the terms hereof from time to time (the “Register”). Failure to make any such recordation, or any error in such
recordation, shall not affect the Borrower’s obligations in respect of such Loans and LC Disbursements. The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and
the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection
by the Borrower, each Issuing Bank and each Lender (but only as to its own holdings), at any reasonable time and from time to time upon reasonable prior notice. 

(v) Upon its receipt of a duly completed Assignment Agreement executed by an assigning Lender and an Eligible Assignee, the
Eligible Assignee’s completed Administrative Questionnaire and any tax certification required by Section 9.05(b)(ii)(D)(2) (unless the assignee is already a Lender hereunder), the processing and recordation fee referred to in
paragraph (b) of this Section, if applicable, and any written consent to the relevant assignment required by paragraph (b) of this Section, the Administrative Agent shall promptly accept such Assignment Agreement 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. 

(vi) By executing and delivering an Assignment Agreement, the assigning Lender and the Eligible Assignee thereunder shall be
deemed to confirm and agree with each other and the other parties hereto as follows: (A) the assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and that
the amount of its commitments, and the outstanding balances of its Loans, in each case without giving effect to any assignment thereof which has not become effective, are as set forth in such Assignment Agreement, (B) except as set forth in
clause (A) above, the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statement, warranty or representation made in or in connection with this Agreement, or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto, or the financial condition of the Borrower or any Restricted Subsidiary or the
performance or observance by the Borrower or any Restricted Subsidiary of any of its obligations under this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (C) the assignee represents and
warrants that it is an Eligible Assignee, legally authorized to enter into such Assignment Agreement; (D) the assignee confirms that it has received a copy of this Agreement and each applicable Intercreditor Agreement, together with copies of
the financial statements referred to in Section 4.01(c) or the most recent financial statements delivered pursuant to Section 5.01 and such other documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment Agreement; (E) the assignee will independently and without reliance upon the Administrative Agent, the assigning Lender or any other Lender and based on such documents and information as it
deems appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (F) the assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to
exercise such powers under this Agreement as are delegated to the Administrative Agent, by the terms hereof, together with such powers as are reasonably incidental thereto; and (G) the assignee agrees that it will perform in accordance with
their terms all the obligations which by the terms of this Agreement are required to be performed by it as a Lender. 
 (c) (i) Any
Lender may, without the consent of the Borrower, the Administrative Agent, any Issuing Bank or any other Lender, sell participations to any bank or other entity (other than to any Disqualified Institution, any natural Person or the Borrower or any
of its Affiliates) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its commitments and 

  
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 the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement
shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Banks and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which any 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 relevant Participant, agree to any amendment, modification or waiver described in (x) clause (A) of the first proviso to Section 9.02(b) that directly and adversely affects the Loans or commitments in
which such Participant has an interest and (y) clauses (B)(1), (2) or (3) of the first proviso to Section 9.02(b). Subject to paragraph (c)(ii) of this Section, the Borrower agree that each
Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the limitations and requirements of such Sections and Section 2.19) to the same extent as if it were a Lender and had acquired
its interest by assignment pursuant to paragraph (b) of this Section and it being understood that the documentation required under Section 2.17(f) shall be delivered to the participating Lender, and if additional amounts are
required to be paid pursuant to Section 2.17(a) or Section 2.17(c), to the Borrower and the Administrative Agent). To the extent permitted by applicable Requirements of Law, each Participant also shall be entitled to the
benefits of Section 9.09 as though it were a Lender; provided that such Participant shall be subject to Section 2.18(c) as though it were a Lender. 

(ii) No Participant shall be entitled to receive any greater payment under Section 2.15, 2.16 or 2.17
than the participating Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent (in its
sole discretion), expressly acknowledging that such Participant’s entitlement to benefits under Sections 2.15, 2.16 and 2.17 is not limited to what the participating Lender would have been entitled to receive absent the
participation. 
 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 their respective successors and registered assigns, and the principal and interest amounts of each Participant’s interest in the Loans or other obligations
under the Loan Documents (a “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of any Participant Register (including the identity of any Participant or any information
relating to any Participant’s interest in any Commitment, Loan, Letter of Credit or any other obligation under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan,
Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the U.S. Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and each Lender shall treat each Person
whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as
Administrative Agent) shall have no responsibility for maintaining a Participant Register. 
 (d) (i) Any Lender may at any time pledge
or assign a security interest in all or any portion of its rights under this Agreement (other than to any Disqualified Institution or any natural person) to secure obligations of such Lender, including without limitation any pledge or assignment to
secure obligations to any Federal Reserve Bank or other central bank having jurisdiction over such Lender, and this Section 9.05 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release any Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 

(ii) No Lender may at any time enter into a total return swap, total rate of return swap, credit default swap or other
derivative instrument under which any Secured Obligation is a reference obligation with any counterparty that is a Disqualified Institution. 

  
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 (e) Notwithstanding anything to the contrary contained herein, any Lender (a
“Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to
provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to
make any Loan and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of any Loan by an
SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of
such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 2.15, 2.16 or 2.17) and no SPC shall be entitled
to any greater amount under Section 2.15, 2.16 or 2.17 or any other provision of this Agreement or any other Loan Document that the Granting Lender would have been entitled to receive, unless the grant to such SPC is made
with the prior written consent of the Borrower (in its sole discretion), expressly acknowledging that such SPC’s entitlement to benefits under Sections 2.15, 2.16 and 2.17 is not limited to what the Granting Lender would
have been entitled to receive absent the grant to the SPC, (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender) and (iii) the
Granting Lender shall for all purposes including approval of any amendment, waiver or other modification of any provision of the Loan Documents, remain the Lender of record hereunder. In furtherance of the foregoing, each party hereto hereby agrees
(which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute
against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the Requirements of Law of the U.S. or any State thereof; provided that (i) such
SPC’s Granting Lender is in compliance in all material respects with its obligations to the Borrower hereunder and (ii) each Lender designating any SPC hereby agrees to indemnify, save and hold harmless each other party hereto for any
loss, cost, damage or expense arising out of its inability to institute such a proceeding against such SPC during such period of forbearance. In addition, notwithstanding anything to the contrary contained in this Section 9.05, any SPC
may (i) with notice to, but without the prior written consent of, the Borrower or the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loan to the Granting Lender and
(ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guaranty or credit or liquidity enhancement to such SPC. 

(f) (i) Any assignment or participation by a Lender without the Borrower’s consent (A) to any Disqualified Institution or any
Affiliate thereof or (B) to the extent the Borrower’s consent is required under this Section 9.05 (and not deemed to have been given pursuant to Section 9.05(b)(i)(A)), to any other Person, shall be null and void,
and the Borrower shall be entitled to seek specific performance to unwind any such assignment or participation and/or specifically enforce this Section 9.05(f) in addition to injunctive relief (without posting a bond or presenting
evidence of irreparable harm) or any other remedies available to the Borrower at law or in equity; it being understood and agreed that Holdings, the Borrower and its subsidiaries will suffer irreparable harm if any Lender breaches any obligation
under this Section 9.05 as it relates to any assignment, participation or pledge of any Loan or Commitment to any Disqualified Institution or any Affiliate thereof or any other Person to whom the Borrower’s consent is required but
not obtained. Nothing in this Section 9.05(f) shall be deemed to prejudice any right or remedy that Holdings or the Borrower may otherwise have at law or equity. Upon the request of any Lender, the Administrative Agent may and the
Borrower will make the list of Disqualified Institutions (other than any Disqualified Institution that is a reasonably identifiable Affiliate of another Disqualified Institution on the basis of such Person’s name) available to such Lender so
long as such Lender agrees to keep the list of Disqualified Institutions confidential in accordance with the terms hereof. 

  
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 (ii) If any assignment or participation under this Section 9.05
is made to any Affiliate of any Disqualified Institution (other than any Bona Fide Debt Fund) without the Borrower’s prior written consent (any such person, a “Disqualified Person”), then the Borrower may, at its sole expense
and effort, upon notice to the applicable Disqualified Person and the Administrative Agent, (A) terminate any Commitment of such Disqualified Person and repay all obligations of the Borrower owing to such Disqualified Person, (B) in the
case of any outstanding Term Loans, held by such Disqualified Person, purchase such Term Loans by paying the lesser of (x) par and (y) the amount that such Disqualified Person paid to acquire such Term Loans, plus accrued interest
thereon, accrued fees and all other amounts payable to it hereunder and/or (C) require such Disqualified Person to assign, without recourse (in accordance with and subject to the restrictions contained in this Section 9.05), all of
its interests, rights and obligations under this Agreement to one or more Eligible Assignees; provided that (I) in the case of clause (B), the applicable Disqualified Person has received payment of an amount equal to the lesser of
(1) par and (2) the amount that such Disqualified Person paid for the applicable Loans and participations in Letters of Credit and Swingline Loans, plus accrued interest thereon, accrued fees and all other amounts payable to it
hereunder, from the Borrower, (II) in the case of clauses (A) and (B), the Borrower shall not be liable to the relevant Disqualified Person under Section 2.16 if any LIBO Rate Loan owing to such Disqualified Person is
repaid or purchased other than on the last day of the Interest Period relating thereto, (III) in the case of clause (C), the relevant assignment shall otherwise comply with this Section 9.05 (except that (x) no registration
and processing fee required under this Section 9.05 shall be required with any assignment pursuant to this paragraph and (y) any Term Loan acquired by any Affiliated Lender pursuant to this paragraph will not be included in
calculating compliance with the Affiliated Lender Cap for a period of 90 days following such transfer; provided that, to the extent the aggregate principal amount of Term Loans held by Affiliated Lenders exceeds the Affiliated Lender Cap on
the 91st day following such transfer, then such excess amount shall either be (x) contributed to Holdings, the Borrower or any of its subsidiaries and retired and cancelled immediately upon such contribution or (y) automatically
cancelled)) and (IV) in no event shall such Disqualified Person be entitled to receive amounts set forth in Section 2.13(d). Further, any Disqualified Person identified by the Borrower to the Administrative Agent (A) shall not be
permitted to (x) receive information or reporting provided by any Loan Party, the Administrative Agent or any Lender and/or (y) attend and/or participate in conference calls or meetings attended solely by the Lenders and the Administrative
Agent, (B) (x) shall not for purposes of determining whether the Required Lenders or the majority Lenders under any Class 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 or any Lender to
undertake any action (or refrain from taking any action) with respect to or under any Loan Document, have a right to consent (or not consent), otherwise act or direct or require the Administrative Agent or any Lender to take (or refrain from taking)
any such action; it being understood that all Loans held by any Disqualified Person shall be deemed to be not outstanding for all purposes of calculating whether the Required Lenders, majority Lenders under any Class or all Lenders have taken any
action, and (y) shall be deemed to vote in the same proportion as Lenders that are not Disqualified Persons in any proceeding under any Debtor Relief Law commenced by or against the Borrower or any other Loan Party and (C) shall not be
entitled to receive the benefits of Section 9.03. For the sake of clarity, the provisions in this Section 9.05(f) shall not apply to any Person that is an assignee of any Disqualified Person, if such assignee is not a
Disqualified Person. 
 (iii) Notwithstanding anything to the contrary herein, each of Holdings, the Borrower and each Lender
acknowledges and agrees that the Administrative Agent shall not have any responsibility or obligation to determine whether any Lender or potential Lender is a Disqualified Institution or Disqualified Person and the Administrative Agent shall have no
liability with respect to any assignment or participation made to any Disqualified Institution or Disqualified Person (regardless of whether the consent of the Administrative Agent is required thereto), and none of the Borrower, any Lender or their
respective Affiliates will bring any claim to such effect. 

  
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 (g) Notwithstanding anything to the contrary contained herein, any Lender may, at any time,
assign all or a portion of its rights and obligations under this Agreement in respect of its Term Loans to any Affiliated Lender on a non-pro rata basis (A) through Dutch Auctions open to all Lenders holding the relevant Term Loans on a pro
rata basis or (B) through open market purchases, in each case with respect to clauses (A) and (B), without the consent of the Administrative Agent; provided that: 

(i) any Term Loans acquired by Holdings, the Borrower or any of its Restricted Subsidiaries shall, to the extent permitted by
applicable Requirements of Law, be retired and cancelled immediately upon the acquisition thereof; provided that upon any such retirement and cancellation, the aggregate outstanding principal amount of the Term Loans shall be deemed reduced
by the full par value of the aggregate principal amount of the Term Loans so retired and cancelled, and each principal repayment installment with respect to the Term Loans pursuant to Section 2.10(a) shall be reduced on a pro rata basis
by the full par value of the aggregate principal amount of Term Loans so cancelled; 
 (ii) any Term Loans acquired by any
Affiliated Lender may (but shall not be required to) be contributed to the Borrower or any of its subsidiaries (it being understood that any such Term Loans shall, to the extent permitted by applicable Requirements of Law, be retired and cancelled
promptly upon such contribution); provided that upon any such cancellation, the aggregate outstanding principal amount of the Term Loans shall be deemed reduced, as of the date of such contribution, by the full par value of the aggregate
principal amount of the Term Loans so contributed and cancelled, and each principal repayment installment with respect to the Term Loans pursuant to Section 2.10(a) shall be reduced pro rata by the full par value of the aggregate
principal amount of Initial Term Loans so contributed and cancelled; 
 (iii) the relevant Affiliated Lender and assigning
Lender shall have executed an Affiliated Lender Assignment Agreement; 
 (iv) after giving effect to the relevant assignment
and to all other assignments to all Affiliated Lenders, the aggregate principal amount of all Term Loans then held by all Affiliated Lenders shall not exceed 25% of the aggregate principal amount of the Term Loans then outstanding (after giving
effect to any substantially simultaneous cancellations thereof) (the “Affiliated Lender Cap”); provided that each party hereto acknowledges and agrees that the Administrative Agent shall not be liable for any losses, damages,
penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever incurred or suffered by any Person in connection with any compliance or non-compliance with this clause (g)(iv) or any
purported assignment exceeding the Affiliated Lender Cap (it being understood and agreed that the Affiliated Lender Cap is intended to apply to any Loans made available to Affiliated Lenders by means other than formal assignment (e.g., as a
result of an acquisition of another Lender by any Affiliated Lender or the provision of Additional Term Loans by any Affiliated Lender); provided, further, that to the extent that any assignment to any Affiliated Lender would result in
the aggregate principal amount of Term Loans held by Affiliated Lenders exceeding the Affiliated Lender Cap (after giving effect to any substantially simultaneous cancellations thereof), the assignment of the relevant excess amount shall be null and
void; 
 (v) in connection with any assignment effected pursuant to a Dutch Auction and/or open market purchase conducted by
Holdings, the Borrower or any of its Restricted Subsidiaries, (A) the relevant Person may not use the proceeds of any Revolving Loans to fund such assignment and (B) no Default or Event of Default exists at the time of acceptance of bids
for the Dutch Auction or the confirmation of such open market purchase, as applicable; and 
 (vi) by its acquisition of Term
Loans, each relevant Affiliated Lender shall be deemed to have acknowledged and agreed that: 

  
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 (A) subject to clause (iv) above, the Term Loans held by such
Affiliated Lender shall be disregarded in both the numerator and denominator in the calculation of any Required Lender or other Lender vote; provided that (x) such Affiliated Lender shall have the right to vote (and the Term Loans held
by such Affiliated Lender shall not be so disregarded) with respect to any amendment, modification, waiver, consent or other action that requires the vote of all Lenders or all Lenders directly and adversely affected thereby, as the case may be, and
(y) no amendment, modification, waiver, consent or other action shall (1) disproportionately affect such Affiliated Lender in its capacity as a Lender as compared to other Lenders of the same Class that are not Affiliated Lenders or
(2) deprive any Affiliated Lender of its share of any payments which the Lenders are entitled to share on a pro rata basis hereunder, in each case without the consent of such Affiliated Lender; and 

(B) such Affiliated Lender, solely in its capacity as an Affiliated Lender, will not be entitled to (i) attend (including
by telephone) or participate in any meeting or discussion (or portion thereof) among the Administrative Agent or any Lender or among Lenders to which the Loan Parties or their representatives are not invited or (ii) receive any information or
material prepared by the Administrative Agent or any Lender or any communication by or among the Administrative Agent and one or more Lenders, except to the extent such information or materials have been made available by the Administrative Agent or
any Lender to any Loan Party or its representatives (and in any case, other than the right to receive notices of Borrowings, prepayments and other administrative notices in respect of its Term Loans required to be delivered to Lenders pursuant to
Article 2); 
 (vii) no Affiliated Lender shall be required to represent or warrant that it is not in possession of
material non-public information with respect to Holdings, the Borrower and/or any subsidiary thereof and/or their respective securities in connection with any assignment permitted by this Section 9.05(g); and 

(viii) in any proceeding under any Debtor Relief Law, (A) the interest of any Affiliated Lender in any Term Loan will be
deemed to be voted in the same proportion as the vote of Lenders that are not Affiliated Lenders on the relevant matter; provided that each Affiliated Lender will be entitled to vote its interest in any Term Loan to the extent that any plan
of reorganization or other arrangement with respect to which the relevant vote is sought proposes to treat the interest of such Affiliated Lender in such Term Loan in a manner that is less favorable to such Affiliated Lender than the proposed
treatment of Term Loans held by other Term Lenders and (B) all Affiliated Lenders shall be treated as a single lender for purposes of any “numerosity” or similar requirement applicable therein. 

Section 9.06. 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 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 Loan and issuance of any Letter of Credit regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent may have had notice or knowledge of
any Default or Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect until the Termination Date. The provisions of Sections 2.15, 2.16,
2.17, 9.03 and 9.13 and Article 8 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 Revolving Credit Commitment, the occurrence of the Termination Date or the termination of this Agreement or any provision hereof but in each case, subject to the limitations set forth in this Agreement. 

  
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 Section 9.07. Counterparts; Integration; Effectiveness. This Agreement may be
executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents, each
Intercreditor Agreement and the Fee Letter and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire agreement 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. This Agreement shall become effective when it has been executed by Holdings, the Borrower and the Administrative Agent and when the Administrative Agent
has 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 permitted
assigns. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Agreement.

 Section 9.08. Severability. To the extent permitted by applicable Requirements of Law, any provision of any Loan Document
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 thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 

Section 9.09. Right of Setoff. At any time when an Event of Default exists, upon the written consent of the Administrative Agent
and each Issuing Bank and each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Requirements of 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 (in any currency) at any time owing by the Administrative Agent, such Issuing Bank or such Lender to or for the credit or the account of any Loan Party against any of and all the Secured
Obligations held by the Administrative Agent, such Issuing Bank or such Lender, irrespective of whether or not the Administrative Agent, such Issuing Bank or such Lender shall have made any demand under the Loan Documents and although such
obligations may be contingent or unmatured or are owed to a branch or office of such Lender or Issuing Bank different than the branch or office holding such deposit or obligation on such Indebtedness. Any applicable Lender or Issuing Bank shall
promptly notify the Borrower and the Administrative Agent of such set-off or application; provided that any failure to give or any delay in giving such notice shall not affect the validity of any such set-off or application under this
Section. The rights of each Lender, each Issuing Bank and the Administrative Agent under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender, such Issuing Bank or the Administrative Agent
may have. 
 Section 9.10. Governing Law; Jurisdiction; Consent to Service of Process. 

(a) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN AS EXPRESSLY SET FORTH IN ANY OTHER LOAN DOCUMENT) AND ANY CLAIM, CONTROVERSY OR
DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN AS EXPRESSLY SET FORTH IN ANY OTHER LOAN DOCUMENT), SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK; PROVIDED, THAT (I) THE INTERPRETATION OF THE DEFINITION OF “CLOSING DATE MATERIAL ADVERSE EFFECT” AND THE DETERMINATION OF WHETHER A CLOSING DATE MATERIAL ADVERSE EFFECT HAS OCCURRED, (II) THE DETERMINATION OF THE
ACCURACY OF ANY SPECIFIED ACQUISITION AGREEMENT REPRESENTATION AND WHETHER AS A RESULT OF ANY INACCURACY THEREOF PURCHASER OR ITS APPLICABLE AFFILIATE HAS A RIGHT TO TERMINATE ITS OBLIGATIONS UNDER THE ACQUISITION AGREEMENT OR DECLINE TO CONSUMMATE
THE ACQUISITION AND (III) THE DETERMINATION OF WHETHER THE ACQUISITION HAS BEEN CONSUMMATED IN ACCORDANCE WITH THE TERMS OF THE ACQUISITION AGREEMENT AND, IN ANY CASE, ANY CLAIM OR DISPUTE ARISING OUT OF ANY SUCH INTERPRETATION OR DETERMINATION OR
ANY ASPECT THEREOF, SHALL IN EACH CASE BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS. 

 

  
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 (b) EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS
PROPERTY, TO THE EXCLUSIVE JURISDICTION OF ANY U.S. FEDERAL OR NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK (OR ANY APPELLATE COURT THEREFROM) OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY
LOAN DOCUMENT AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING SHALL (EXCEPT AS PERMITTED BELOW) BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, FEDERAL COURT. EACH
PARTY HERETO AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY REGISTERED MAIL ADDRESSED TO SUCH PERSON SHALL BE EFFECTIVE SERVICE OF PROCESS AGAINST SUCH PERSON FOR ANY SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT. EACH
PARTY HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY APPLICABLE REQUIREMENTS OF LAW. EACH PARTY HERETO AGREES THAT THE
ADMINISTRATIVE AGENT RETAINS THE RIGHT TO BRING PROCEEDINGS AGAINST ANY LOAN PARTY IN THE COURTS OF ANY OTHER JURISDICTION SOLELY IN CONNECTION WITH THE EXERCISE OF ITS RIGHTS UNDER ANY COLLATERAL DOCUMENT. 

(c) EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION
WHICH 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 IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH PARTY
HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, ANY CLAIM OR DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION, SUIT OR PROCEEDING IN ANY SUCH COURT. 

(d) TO THE EXTENT PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF ANY AND ALL
PROCESS UPON IT AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL) DIRECTED TO IT AT ITS ADDRESS FOR NOTICES AS PROVIDED FOR IN SECTION 9.01. EACH PARTY HERETO HEREBY WAIVES
ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER OR UNDER ANY LOAN DOCUMENT THAT SERVICE OF PROCESS WAS INVALID AND INEFFECTIVE. 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 APPLICABLE REQUIREMENTS OF LAW. 

Section 9.11. Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
REQUIREMENTS OF LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF 

  
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 ANY OTHER PARTY HERETO 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.

 Section 9.12. 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. 

Section 9.13. Confidentiality. Each of the Administrative Agent, each Lender, each Issuing Bank and each Arranger agrees (and each
Lender agrees to cause its SPC, if any) to maintain the confidentiality of the Confidential Information (as defined below), except that Confidential Information may be disclosed (a) to its Affiliates and/or funding and financing sources and its
and their respective directors, officers, managers, employees, independent auditors, or other experts and advisors, including accountants, legal counsel and other advisors (collectively, the “Representatives”) on a “need to
know” basis solely in connection with the transactions contemplated hereby and who are informed of the confidential nature of the Confidential Information and are or have been advised of their obligation to keep the Confidential Information of
this type confidential; provided that such Person shall be responsible for its Affiliates’ and funding and financing sources’ and their Representatives’ compliance with this paragraph; provided, further, that
unless the Borrower otherwise consents, no such disclosure shall be made by the Administrative Agent, any Issuing Bank, any Arranger, any Lender or any Affiliate or Representative thereof to any Affiliate or Representative of the Administrative
Agent, any Issuing Bank, any Arranger, or any Lender that is a Disqualified Institution, (b) to the extent compelled by legal process in, or reasonably necessary to, the defense of such legal, judicial or administrative proceeding, in any
legal, judicial or administrative proceeding or otherwise as required by applicable Requirements of Law (in which case such Person shall (i) to the extent permitted by applicable Requirements of Law, inform the Borrower promptly in advance
thereof and (ii) use commercially reasonable efforts to ensure that any such information so disclosed is accorded confidential treatment), (c) upon the demand or request of any regulatory or governmental authority (including any
self-regulatory body) purporting to have jurisdiction over such Person or its Affiliates (in which case such Person shall, except with respect to any audit or examination conducted by bank accountants or any Governmental Authority or regulatory or
self-regulatory authority exercising examination or regulatory authority, to the extent permitted by applicable Requirements of Law, (i) inform the Borrower promptly in advance thereof and (ii) use commercially reasonable efforts to ensure
that any information so disclosed is accorded confidential treatment), (d) to any other party to this Agreement, (e) subject to an acknowledgment and agreement by the relevant recipient that the Confidential Information is being
disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as otherwise reasonably acceptable to the Borrower and the Administrative Agent, including as set forth in the Information Memorandum) in accordance with
the standard syndication process of the Arrangers or market standards for dissemination of the relevant type of information, which shall in any event require “click through” or other affirmative action on the part of the recipient to
access the Confidential Information and acknowledge its confidentiality obligations in respect thereof, to (i) any Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or prospective Participant in, any of its rights
or obligations under this Agreement, including any SPC (in each case other than a Disqualified Institution and/or any Person to whom you have, at the time of disclosure, affirmatively declined to consent to any assignment), (ii) any pledgee
referred to in Section 9.05, (iii) any actual or prospective, direct or indirect contractual counterparty (or its advisors) to any Derivative Transaction (including any credit default swap) or similar derivative product to which any
Loan Party is a party and (iv) subject to the Borrower’s prior approval of the information to be disclosed, (x) to Moody’s or S&P on a confidential basis in connection with obtaining or maintaining ratings as required under
Section 5.13 or (y) to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the facilities or, on a confidential basis, market data collectors and service
providers to the Administrative Agent in connection with the administration and management of this Agreement and the Loan Documents, (f) with the prior written consent of the Borrower and (g) to the extent the Confidential Information
becomes publicly available other 

  
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 than as a result of a breach of this Section by such Person, its Affiliates or their respective
Representatives. For purposes of this Section, “Confidential Information” means all information relating to Holdings, the Borrower and/or any of its subsidiaries and their respective businesses or the Transactions (including any
information obtained by the Administrative Agent, any Issuing Bank, any Lender or any Arranger, or any of their respective Affiliates or Representatives, based on a review of any books and records relating to Holdings, the Borrower and/or any of its
subsidiaries and their respective Affiliates from time to time, including prior to the date hereof) other than any such information that is publicly available to the Administrative Agent or any Arranger, Issuing Bank, or Lender on a non-confidential
basis prior to disclosure by Holdings, the Borrower or any of its subsidiaries. For the avoidance of doubt, in no event shall any disclosure of any Confidential Information be made to Person that is a Disqualified Institution at the time of
disclosure. 
 Section 9.14. No Fiduciary Duty. Each of the Administrative Agent, the Arrangers, each Lender, each Issuing Bank
and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their respective affiliates. Each
Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its respective
stockholders or its respective affiliates, on the other. Each Loan Party acknowledges and agrees that: (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are
arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender, in its capacity as such, has assumed
an advisory or fiduciary responsibility in favor of any Loan Party, its respective stockholders or its respective affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the
process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except
the obligations expressly set forth in the Loan Documents and (y) each Lender, in its capacity as such, is acting solely as principal and not as the agent or fiduciary of such Loan Party, its respective management, stockholders, creditors or
any other Person. To the fullest extent permitted by applicable Requirements of Law, each Loan Party waives any claim that it may have against any Lender with respect to any breach or alleged breach of fiduciary duty arising solely by virtue of this
Agreement. Each Loan Party acknowledges and agrees that such Loan Party has consulted its own legal, tax and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to
such transactions and the process leading thereto. 
 Section 9.15. Several Obligations. The respective obligations of the
Lenders hereunder are several and not joint and the failure of any Lender to make any Loan, issue any Letter of Credit or perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder. 

Section 9.16. USA PATRIOT Act. Each Lender that is subject to the requirements of the USA PATRIOT Act hereby notifies the Loan
Parties that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of such Loan Party and other information that
will allow such Lender to identify such Loan Party in accordance with the USA PATRIOT Act. 
 Section 9.17. Disclosure of Agent
Conflicts. Each Loan Party, each Issuing Bank and each Lender hereby acknowledge and agree that the Administrative Agent and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with any of
the Loan Parties and their respective Affiliates. 
 Section 9.18. Appointment for Perfection. Each Lender hereby appoints each
other Lender and each Issuing Bank as its agent for the purpose of perfecting Liens for the benefit of the Administrative Agent, the Issuing Banks and the Lenders, in assets which, in accordance with Article 9 of the UCC or any other applicable
Requirement of Law can be perfected only by possession. If any Lender or Issuing Bank (other than the Administrative Agent) obtains possession of any Collateral, such Lender or such Issuing Bank shall notify the Administrative Agent thereof and,
promptly upon the Administrative Agent’s request therefor shall deliver such Collateral to the Administrative Agent or otherwise deal with such Collateral in accordance with the Administrative Agent’s instructions. 

 

  
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 Section 9.19. Interest Rate Limitation. Notwithstanding anything herein to the
contrary, if at any time the interest rate applicable to any Loan or Letter of Credit, together with all fees, charges and other amounts which are treated as interest on such Loan or Letter of Credit under applicable Requirements of Law
(collectively the “Charged Amounts”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender or Issuing Bank holding such Loan or
Letter of Credit in accordance with applicable Requirements of Law, the rate of interest payable in respect of such Loan or Letter of Credit hereunder, together with all Charged Amounts payable in respect thereof, shall be limited to the Maximum
Rate and, to the extent lawful, the interest and Charged Amounts that would have been payable in respect of such Loan or Letter of Credit but were not payable as a result of the operation of this Section shall be cumulated and the interest and
Charged Amounts payable to such Lender or Issuing Bank in respect of other Loans or Letters of Credit 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, have been received by such Lender or Issuing Bank. 
 Section 9.20. Intercreditor
Agreement. REFERENCE IS MADE TO EACH INTERCREDITOR AGREEMENT. EACH LENDER AND EACH ISSUING BANK HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF ANY INTERCREDITOR AGREEMENT AND AUTHORIZES AND
INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO EACH INTERCREDITOR AGREEMENT AS “FIRST LIEN AGENT” (OR OTHER APPLICABLE TITLE) AND ON BEHALF OF SUCH LENDER OR ISSUING BANK. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO
SUMMARIZE ALL RELEVANT PROVISIONS OF ANY INTERCREDITOR AGREEMENT. REFERENCE MUST BE MADE TO THE EACH APPLICABLE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND EACH ISSUING BANK IS RESPONSIBLE FOR
MAKING ITS OWN ANALYSIS AND REVIEW OF EACH INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR
ADVISABILITY OF THE PROVISIONS CONTAINED IN ANY INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD
PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF EACH INTERCREDITOR AGREEMENT. 
 Section 9.21. Conflicts.
Notwithstanding anything to the contrary contained herein or in any other Loan Document, in the event of any conflict or inconsistency between this Agreement and any other Loan Document, the terms of this Agreement shall govern and control. In the
case of any conflict or inconsistency between any Intercreditor Agreement and any Loan Document, the terms of such Intercreditor Agreement shall govern and control. 

Section 9.22. Release of Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary, (a) any
Subsidiary Guarantor shall automatically be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) (i) upon the consummation of any permitted transaction or series of related transactions if as a result
thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder, including, for the avoidance of doubt, any Permitted
Practice Subsidiary Restructuring)) and/or (ii) upon the occurrence of the Termination Date and (b) any Subsidiary Guarantor that qualified as an “Excluded Subsidiary” shall be released by the Administrative Agent promptly
following the request therefor by the Borrower. In connection with any such release, the Administrative Agent shall promptly execute and deliver 

  
 178 













 to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall
reasonably request to evidence termination or release; provided, that upon the request of the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been
consummated in compliance with the terms of this Agreement. Any execution and delivery of any document pursuant to the preceding sentence of this Section 9.22 shall be without recourse to or warranty by the Administrative Agent (other
than as to the Administrative Agent’s authority to execute and deliver such documents). 
 Section 9.23. Acknowledgement and
Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding of the parties hereto, each such party acknowledges that any liability of any
EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be
bound by: 
 (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising
hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and 
 (b) the effects of any Bail-in Action
on any such liability, including, if applicable: 
 (i) a reduction in full or in part or cancellation of any such liability;

 (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA
Financial Institution, its parent 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 any EEA Resolution Authority. 
 [Signature Pages Follow] 

  
 179 













 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. 
  

			
	WILCO PURCHASER, INC., as Purchaser and, prior to the Closing Date Merger, as the Borrower
		
	By:	 	 /s/ John Egofske

		 	Name: John Egofske
		 	Title: Treasurer
	
	WILCO INTERMEDIATE, INC., as Holdings
		
	By:	 	 /s/ John Egofske

		 	Name: John Egofske
		 	Title: Treasurer
	
	ATI HOLDINGS ACQUISITION, INC., following the Closing Date Merger, as the Borrower
		
	By:	 	 /s/ John Egofske

		 	Name: John Egofske
		 	Title: Chief Financial Officer


 Signature Page to First Lien Credit Agreement 













			
	BARCLAYS BANK PLC, individually, as Administrative Agent, an Issuing Bank, the Swingline Lender and as a Lender
		
	By:	 	 /s/ Vanessa A. Kurbatskiy

		 	Name: Vanessa A. Kurbatskiy
		 	Title: Vice President



  
 Signature Page to First
Lien Credit Agreement 














			
	HSBC BANK USA, N.A., as an Issuing Bank and as a Lender
		
	By:	 	 /s/ Andrew M. Horn

		 	Name: Andrew M. Horn
		 	Title: Senior Vice President



  
 RESTRICTED - Signature
Page to First Lien Credit Agreement 














			
	JEFFERIES FINANCE LLC, as a Lender
		
	By:	 	 /s/ Jason Kennedy

		 	Name: Jason Kennedy
		 	Title: Managing Director



  
 Signature Page to First
Lien Credit Agreement 













 
			
	STREAMVIEW INVESTMENT PTE. LTD., as a Lender
		
	By:	 	 /s/ ROBIN JARRKTT

		 	Name: ROBIN JARRKTT
		 	Title: AUTHORISED SIGNATORY



  
 Signature Page to First
Lien Credit Agreement 














					
	 Schedule 1.01(a)

Commitment Schedule
	 

	Initial Term Loan Commitments	  			
		
	 Term Lender
	  	Initial Term Loan Commitment	 
	 Barclays Bank PLC
	  	$	510,000,000	 
	 Streamview Investment Pte. Ltd.
	  	$	150,000,000	 
		  	  
	  
	 
	 Total
	  	$	660,000,000	 
		  	  
	  
	 
		
	Initial Revolving Credit Commitments	  			
		
	 Revolving Lender
	  	Initial Revolving Credit Commitment	 
	 Barclays Bank PLC
	  	$	42,000,000	 
	 HSBC Bank USA, N.A.
	  	$	14,000,000	 
	 Jefferies Finance LLC
	  	$	14,000,000	 
		  	  
	  
	 
	 Total
	  	$	70,000,000	 
		  	  
	  
	 


	


  
 1 













 Schedule 1.01(b) 

Dutch Auction 
 “Dutch
Auction” means an auction (an “Auction”) conducted by any Affiliated Lender or any Debt Fund Affiliate (any such Person, the “Auction Party”) in order to purchase Term Loans, in accordance with the
following procedures; provided that no Auction Party .shall initiate any Auction unless (I) at least five Business Days have passed since the consummation of the most recent purchase of Term Loans pursuant to an Auction conducted
hereunder; or (II) at least three Business Days have passed since the date of the last Failed Auction which was withdrawn pursuant to clause (c)(i) below: 

(a) Notice Procedures. In connection with any Auction, the Auction Party will provide notification to the Auction Agent
(as defined below) (for distribution to the relevant Lenders) of the Term Loans that will be the subject of the Auction (an “Auction Notice”). Each Auction Notice shall be in a form reasonably acceptable to the Auction Agent and
shall (i) specify the maximum aggregate principal amount of the Term Loans subject to the Auction, in a minimum amount of $10,000,000 and whole increments of $1,000,000 in excess thereof (or, in any case, such lesser amount of such Term Loans
then outstanding or which is otherwise reasonably acceptable to the Auction Agent and the Administrative Agent (if different from the Auction Agent)) (the “Auction Amount”), (ii) specify the discount to par (which may be a
range (the “Discount Range”) of percentages of the par principal amount of the Term Loans subject to such Auction), that represents the range of purchase prices that the Auction Party would be willing to accept in the Auction,
(iii) be extended, at the sole discretion of the Auction Party, to (x) each Lender and/or (y) each Lender with respect to any Term Loan on an individual Class basis and (iv) remain outstanding through the Auction Response Date.
The Auction Agent will promptly provide each appropriate Lender with a copy of the Auction Notice and a form of the Return Bid to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. on the date
specified in the Auction Notice (or such later date as the Auction Party may agree with the reasonable consent of the Auction Agent) (the “Auction Response Date”). 

(b) Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such
Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall
specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of
such Term Loans) must be within the Discount Range, and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which
is otherwise reasonably acceptable to the Auction Agent) (the “Reply Amount”). Lenders may only submit one Return Bid per Auction, but each Return Bid may contain up to three bids only one of which may result in a Qualifying Bid. In
addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption with the dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be
completed by the Auction Agent (but in no such event shall the amount be in excess of the principal amount of Term Loans such Lender has indicated it is willing to sell) in accordance with the final determination of such Lender’s Qualifying Bid
pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.


  
 2 













 (c) Acceptance Procedures. Based on the Reply Prices and Reply
Amounts received by the Auction Agent prior to the applicable Auction Response Date, the Auction Agent, in consultation with the Auction Party, will determine the applicable price (the “Applicable Price”) for the Auction, which will
be the lowest Reply Price for which the Auction Party can complete the Auction at the Auction Amount; provided that, in the event that the Reply Amounts are insufficient to allow the Auction Party to complete a purchase of the entire Auction
Amount (any such Auction, a “Failed Auction”), the Auction Party shall either, at its election, (i) withdraw the Auction or (ii) complete the Auction at an Applicable Price equal to the highest Reply Price. The Auction
Party shall purchase the relevant Term Loans (or the respective portions thereof) from each Lender with a Reply Price that is equal to or lower than the Applicable Price (“Qualifying Bids”) at the Applicable Price; provided
that if the aggregate proceeds required to purchase all Term Loans subject to Qualifying Bids would exceed the Auction Amount for such Auction, the Auction Party shall purchase such Term Loans at the Applicable Price ratably based on the principal
amounts of such Qualifying Bids (subject to rounding requirements specified by the Auction Agent in its discretion). If a Lender has submitted a Return Bid containing multiple bids at different Reply Prices, only the bid with the lowest Reply Price
that is equal to or less than the Applicable Price will be deemed to be the Qualifying Bid of such Lender (e.g., a Reply Price of $100 with a discount to par of 2%, when compared to an Applicable Price of $100 with a 1% discount to par, will not be
deemed to be a Qualifying Bid, while, however, a Reply Price of $100 with a discount to par of 2.50% would be deemed to be a Qualifying Bid). The Auction Agent shall promptly, and in any case within five Business Days following the Auction Response
Date with respect to an Auction, notify (I) the Borrower of the respective Lenders’ responses to such solicitation, the effective date of the purchase of Term Loans pursuant to such Auction, the Applicable Price, and the aggregate
principal amount of the Term Loans and the tranches thereof to be purchased pursuant to such Auction, (II) each participating Lender of the effective date of the purchase of Term Loans pursuant to such Auction, the Applicable Price, and the
aggregate principal amount and the tranches of Term Loans to be purchased at the Applicable Price on such date, (III) each participating Lender of the aggregate principal amount and the tranches of the Term Loans of such Lender to be purchased at
the Applicable Price on such date and (IV) if applicable, each participating Lender of any rounding and/or proration pursuant to the second preceding sentence. Each determination by the Auction Agent of the amounts stated in the foregoing notices to
the Borrower and Lenders shall be conclusive and binding for all purposes absent manifest error. 
 (d) Additional
Procedures. 
 (i) Once initiated by an Auction Notice, the Auction Party may not withdraw an Auction other than a Failed
Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Qualifying Bid, such Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as
the case may be, at the Applicable Price. 
 (ii) To the extent not expressly provided for herein, each purchase of Term
Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Borrower. (iii) In
connection with any Auction, the Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Auction, the payment of customary 

  
 3 













 (iv) Notwithstanding anything in any Loan Document to the contrary, for
purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction Agent’s (or its delegate’s) actual
receipt during normal business hours of such notice or communication; provided that any notice or communication actually received outside of normal business hours shall be deemed to have been given as of the opening of business on the next
Business Day. 
 (v) the Borrower and the Lenders acknowledge and agree that the Auction Agent may perform any and all of its
duties under this definition by itself or through any Affiliate of the Auction Agent and expressly consent to any such delegation of duties by the Auction Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The
exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction
Agent. 
 “Auction Agent” means (a) the Administrative Agent or any of its Affiliates or (b) any other financial institution or
advisor engaged by the Borrower (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Dutch Auction; provided, that the Borrower shall not designate the Administrative Agent as the Auction
Agent without the prior written consent of the Administrative Agent (it being understood that the Administrative Agent shall be under no obligation to agree to act as the Auction Agent); provided, further, that neither Holdings nor any
of its subsidiaries may act as the Auction Agent. 

  
 4 













 Schedule 1.01(c) 

Mortgages 
 None. 

  
 5 













 Schedule 3.05 

Fee Owned Real Estate Assets 
 None. 

  
 6 













 Schedule 3.13 

Capitalization and Subsidiaries 
  

							
	 Name of Subsidiary
	  	 Percent

Ownership
	  	 Owner
	  	 Entity Type

	Advanced Physical Therapy, LLC	  	100%	  	ATI Holdings, LLC	  	Indiana Limited Liability Company
				
	Apple Physical Therapy, LLC	  	100%	  	Athletic & Therapeutic Institute of Naperville, LLC	  	Washington Limited Liability Company
				
	Athletic & Therapeutic Institute of Bolingbrook, LLC	  	100%	  	ATI Holdings, LLC	  	Illinois Limited Liability Company
				
	Athletic & Therapeutic Institute of Bourbonnais, LLC	  	100%	  	Athletic & Therapeutic Institute of Naperville, LLC	  	Illinois Limited Liability Company
				
	Athletic & Therapeutic Institute of Milwaukee, LLC	  	100%	  	Athletic & Therapeutic Institute of Naperville, LLC	  	Illinois Limited Liability Company
				
	Athletic & Therapeutic Institute of Naperville, LLC	  	100%	  	ATI Holdings, LLC	  	Illinois Limited Liability Company
				
	ATI Holdings Acquisition, Inc.	  	100%	  	Wilco Purchaser, Inc.	  	Delaware Corporation
				
	ATI Holdings, Inc.	  	100%	  	ATI Holdings Acquisition, Inc.	  	Delaware Corporation
				
	ATI Holdings, LLC	  	100%	  	ATI Holdings, Inc.	  	Illinois Limited Liability Company
				
	ATI Holdings Missouri, LLC	  	100%	  	ATI Holdings, LLC	  	Delaware Limited Liability Company
				
	ATI Holdings of Arizona, LLC	  	100%	  	Athletic & Therapeutic Institute of Naperville, LLC	  	Delaware Limited Liability Company
				
	Carl Gustafson, LLC	  	100%	  	Athletic & Therapeutic Institute of Naperville, LLC	  	Massachusetts Limited Liability Company


  
 7 














							
	 Name of Subsidiary
	  	 Percent

Ownership
	  	 Owner
	  	 Entity Type

				
	Ideal Physical Therapy of Texas, LLC	  	100%	  	Athletic & Therapeutic Institute of Naperville, LLC	  	Arizona Limited Liability Company
				
	Ideal Physical Therapy of Texas Addison, LLC	  	100%	  	Ideal Physical Therapy of Texas, LLC	  	Texas Limited Liability Company
				
	Ideal Physical Therapy of Texas Dallas-North, LLC	  	100%	  	Ideal Physical Therapy of Texas, LLC	  	Texas Limited Liability Company
				
	Ideal Physical Therapy of Texas Las Colinas, LLC	  	100%	  	Ideal Physical Therapy of Texas, LLC	  	Texas Limited Liability Company
				
	Ideal Physical Therapy of Texas N.Carrollton PT, LLC	  	100%	  	Ideal Physical Therapy of Texas, LLC	  	Texas Limited Liability Company
				
	Ideal Physical Therapy of Texas Plano Medical Center, LLC	  	100%	  	Ideal Physical Therapy of Texas, LLC	  	Texas Limited Liability Company
				
	MCM Rehabilitation, LLC	  	100%	  	ATI Holdings, LLC	  	Tennessee Limited Liability Company
				
	Michigan Rehabilitation Specialists of Fowlerville, LLC	  	100%	  	Athletic & Therapeutic Institute of Naperville, LLC	  	Michigan Limited Liability Company
				
	New Century Rehabilitation, LLC	  	100%	  	Athletic & Therapeutic Institute of Naperville, LLC	  	Nevada Limited Liability Company
				
	Ohio Centers for Hand & Physical Rehabilitation, LLC	  	100%	  	Athletic & Therapeutic Institute of Naperville, LLC	  	Illinois Limited Liability Company
				
	Performance Rehabilitation of Western New England, LLC	  	100%	  	Athletic & Therapeutic Institute of Naperville, LLC	  	Massachusetts Limited Liability Company
				
	Proaxis Greenville, LLC	  	100%	  	ATI Holdings, LLC	  	South Carolina Limited Liability Company
				
	Proaxis Therapy, LLC	  	100%	  	ATI Holdings, LLC	  	Delaware Limited Liability Company


  
 8 














							
	 Name of Subsidiary
	  	 Percent

Ownership
	  	 Owner
	  	 Entity Type

				
	Proaxis Therapy NC, LLC	  	100%	  	Proaxis Therapy, LLC	  	South Carolina Limited Liability Company
				
	Proaxis Therapy SC, LLC	  	100%	  	Proaxis Therapy, LLC	  	South Carolina Limited Liability Company
				
	Quantum Physical Therapy Centers – Ypsilanti LLC	  	100%	  	Michigan Rehabilitation Specialists of Fowlerville, LLC	  	Michigan Limited Liability Company
				
	THI of Nevada at Desert Valley Therapy, LLC	  	100%	  	Athletic & Therapeutic Institute of Naperville, LLC	  	Delaware Limited Liability Company
				
	Touchstone Holdco LLC	  	100%	  	ATI Holdings, LLC	  	Delaware Limited Liability Company
				
	Wilco Purchaser, Inc.	  	100%	  	Wilco Intermediate Holdings, Inc.	  	Delaware Corporation


  
 9 













 Schedule 4.01(b) 

Local Counsel Opinions 
  

	1.	 Ice Miller LLP, local counsel to the Loan Parties organized in Indiana and Illinois 



 

	2.	 Miller Canfield, local counsel to the Loan Parties organized in Michigan 



  
 10 













 Schedule 5.10 

Unrestricted Subsidiaries 
 None. 

  
 11 













 Schedule 6.01 

Existing Indebtedness 
  

	1.	 Obligations owing in respect of Letter of Credit No. 3130959 issued by Bank of America N.A. in favor of
Zurich American Insurance Company for the benefit of ATI Holdings Inc. in the amount of $1,045,000. 


  

	2.	 Capital Lease Obligation in the principal amount of $28,735 in relation to an anti-gravity machine.



  

	3.	 Indebtedness consisting of guarantees arising under the Proaxis Agreement, as in effect on the date hereof.



  

	4.	 Indebtedness consisting of guarantees arising under the RSFH Agreement, as in effect on the date hereof.




  
 12 













 Schedule 6.02 

Existing Liens 
  

	1.	 Lien in connection with the Indebtedness listed as Item 2 of Schedule 6.01. 



 

	2.	 Lien described in the table set forth below. 



 

									
	 Jurisdiction
	  	 Debtor
	  	 Secured Party
	  	 Filing Info
	  	 Collateral

					
	Washington Department of Licensing	  	 Apple Physical Therapy , LLC (f/k/a Apple Physical

Therapy, P.S.)
 2904 4th Avenue Ste 300

Puyallup, WA 98372
	  	 Wells Fargo Financial
 Leasing, Inc.

800 Walnut Street, MAC
 F4031-040

Des Moines, IA 50309
	  	2011-361-8926-7 12/23/2011	  	Equipment
					
	Illinois SOS	  	 ATI Holdings, LLC
 1408 Joliet Rd.

Romeoville, IL 60446-4064
	  	 Ricoh Americas Corp.

1111 Old Eagle School Road
 Wayne, PA
19087
	  	 16502391

08/08/2011
	  	Equipment
					
	Illinois SOS	  	 ATI Holdings, LLC
 790 Remington Blvd.

Bolingbrook, IL 60440-4909
	  	 Ricoh Americas Corp.

1111 Old Eagle School Road
 Wayne, PA
19087
	  	 16786608

11/21/2011
	  	Equipment
					
	Illinois SOS	  	 ATI Holdings, LLC
 790 Remington Blvd.

Bolingbrook, IL 60440-4909
	  	 Ricoh USA Inc.

1111 Old Eagle School Road
 Wayne, PA
19087
	  	 18471906

07/31/2013
	  	Equipment
					
	Illinois SOS	  	 ATI Holdings, LLC
 1408 Joliet Rd.

Romeoville, IL 60446-4064
	  	 Ricoh USA Inc.

1111 Old Eagle School Road
 Wayne, PA
19087
	  	 18903563

01/03/2014
	  	Equipment
					
	Illinois SOS	  	 ATI Holdings, LLC
 790 Remington Blvd.

Bolingbrook, IL 60440
	  	 Ricoh USA Inc.

10201 Centurion Parkway
 North

Jacksonville, FL 32256
	  	 18937123

01/15/2014
	  	Equipment
					
	Illinois SOS	  	 ATI Holdings, LLC

790 Remington Blvd.
 Bolingbrook, IL 60440
	  	 Ricoh Americas Corporation

10201 Centurion Parkway North, Suite 100

Jacksonville, FL 32256
	  	 19135616

04/01/2014
	  	Equipment
					
	Illinois SOS	  	 ATI Holdings, LLC
 1408 Joliet Rd.

Romeoville, IL 60446-4064
	  	 Ricoh USA Inc.

1111 Old Eagle School Road
 Wayne, PA
19087
	  	 19196305

04/18/2014
	  	Equipment
					
	Illinois SOS	  	 ATI Holdings, LLC
 1408 Joliet Rd. Romeoville, IL 60446-4064
	  	 Ricoh USA Inc.

1111 Old Eagle School Road
 Wayne, PA
19087
	  	 19843572

12/01/2014
	  	Equipment
					
	Illinois SOS	  	 ATI Holdings, LLC
 1408 Joliet Rd.

Romeoville, IL 60446-4064
	  	 Ricoh USA Inc.

1111 Old Eagle School Road
 Wayne, PA
19087
	  	 20640685

08/31/2015
	  	Equipment


  
 13 














									
	 Jurisdiction
	  	 Debtor
	  	 Secured Party
	  	 Filing Info
	  	 Collateral

	Tennessee SOS	  	 MCM Rehabilitation, LLC

(f/k/a M.C.M. Rehabilitation,
 P.C.)

2125 Northpoint Blvd.

Hixson, TN 37343-4072
	  	 De Lage Landen Financial Services, Inc.

1111 Old Eagle School Road
 Wayne, PA
19087
	  	311-027348 05/03/2011	  	Equipment
					
	Michigan SOS	  	 Michigan Rehabilitation

Specialists of Fowlerville,
 LLC (f/k/a Michigan

Rehabilitation Specialists of
 Northville, LLC)

17783 Haggerty Road
 Northville, MI 48168
	  	 The Bank of Holland 51 Ionia Ave, SW

Grand Rapids, MI 49503
  

And
  

National Equipment Leasing
 Corporation

4644 Mt. Brighton, Brighton
 MI 48116
	  	2012166206-2	  	Equipment
					
	Michigan SOS	  	 Michigan Rehabilitation Specialists of Fowlerville,

LLC (f/k/a Michigan
 Rehabilitation Specialists,

LLC)
 10020 Professional Ctr Dr

100
 Hamburg, MI 48139
	  	 U.S. Bank Equipment Finance, a division of U.S.

Bank National Association
 1310 Madrid Street

Marshall, MN 56258
	  	2013986500-1	  	Equipment


  
 14 













 Schedule 6.06 

Existing Investments 
  

	1.	 Investments in Greenville Proaxis Therapy, LLC, a South Carolina limited liability company, made after the
Closing Date in accordance with the terms of the Operating Agreement of Greenville Pivital Therapy, LLC, dated as of May 27, 2005 (the “Proaxis Agreement”), as in effect on the date hereof. 



 

	2.	 Investments existing on the Closing Date in RSFH-ATI Physical Therapy LLC, a Delaware limited liability
company, and Investments made after the Closing Date in accordance with the terms of the Limited Liability Company Agreement of RSFH-ATI Physical Therapy LLC, dated as of July 20, 2015 (the “RSFH Agreement”), as in effect on
the date hereof. 


  

	3.	 Investments existing on the Closing Date in affiliated Colorado practice entities. 



  
 15 













 Schedule 9.01 

Borrower’s Website for Electronic Delivery 

www.atipt.com 

  
 16 













 EXHIBIT A-1 

[FORM OF] 
 AFFILIATED LENDER 

ASSIGNMENT AND ASSUMPTION 
 This
Affiliated Lender Assignment and Assumption (the “Affiliated Lender Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the
“Assignor”) and [Insert name of Affiliated Lender] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the First Lien Credit Agreement identified below (as
amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “First Lien Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions
set forth in Annex I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Affiliated Lender Assignment and Assumption as if set forth herein in full. 

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases
and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the First Lien Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the
Assignor’s rights and obligations in its capacity as a Term Lender under the First Lien Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified
below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below and (ii) to the extent permitted to be assigned under applicable Requirements of Law, all claims, suits, causes of action
and any other right of the Assignor (in its capacity as a Term Lender) against any Person, whether known or unknown, arising under or in connection with the First Lien Credit Agreement, any other documents or instruments delivered pursuant thereto
or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and
obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned
Interest”). In the case where the Assigned Interest covers all of the Assignor’s rights and obligations under the First Lien Credit Agreement, the Assignor shall cease to be a party thereto but shall continue to be entitled to the
benefits of Sections 2.15, 2.16, 2.17 and 9.03 of the First Lien Credit Agreement with respect to facts and circumstances occurring on or prior to the Effective Date and subject to its obligations hereunder and under
Section 9.13 of the First Lien Credit Agreement. Such sale and assignment is (i) subject to acceptance and recording thereof in the Register by the Administrative Agent pursuant to Section 9.05(b)(v) of the First Lien
Credit Agreement, (ii) without recourse to the Assignor and (iii) except as expressly provided in this Affiliated Lender Assignment and Assumption, without representation or warranty by the Assignor. 

1. Assignor: [•] 
 2.
Assignee: [•] and is an Affiliated Lender [that is an Investor (or an Affiliate of an Investor)/ Holdings, the Borrower or a subsidiary thereof]. 

3. Borrower: ATI Holdings Acquisition, Inc. 

4. Administrative Agent: Barclays Bank PLC, as administrative agent under the First Lien Credit Agreement. 

5. First Lien Credit Agreement: That certain First Lien Credit Agreement, dated as of May 10, 2016 (as amended, restated, amended and restated,
supplemented or otherwise modified and in effect 

  
 A-1-1 













 on the date hereof, the “First Lien Credit Agreement”), by and among, inter alios,
Wilco Intermediate Holdings, Inc., a Delaware corporation, ATI Holdings Acquisition, Inc., a Delaware corporation (as successor by merger to Wilco Purchaser, Inc., a Delaware corporation) (the “Borrower”), the Lenders from time to
time party thereto, Barclays Bank PLC (“Barclays”), in its capacities as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”) and as an Issuing Bank and the
Swingline Lender, HSBC Bank USA, N.A., as an Issuing Bank, and Barclays, HSBC Securities (USA) Inc. and Jefferies Finance, LLC, as joint lead arrangers and joint bookrunners. 

6. Assigned Interest: 
  

																	
	 Aggregate

Amount of Loans
	  	Class of
Loans Assigned	 	  	Amount of Loans
Assigned1	 	  	Percentage Assigned of
Loans under Relevant Class2	 	  	CUSIP
Number	 
	 $
	  				  	$	 	 	  	 	%	 	  			
	 $
	  				  	$	 	 	  	 	%	 	  			
	 $
	  				  	$	 	 	  	 	%	 	  			

 7. THE PARTIES HERETO ACKNOWLEDGE THAT ANY ASSIGNMENT TO AN AFFILIATED LENDER WHICH RESULTS IN THE AGGREGATE
PRINCIPAL AMOUNT OF TERM LOANS THEN HELD BY ALL AFFILIATED LENDERS EXCEEDING THE AFFILIATED LENDER CAP (AFTER GIVING EFFECT TO ANY SUBSTANTIALLY SIMULTANEOUS CANCELLATION OF TERM LOANS) SHALL BE NULL AND VOID WITH RESPECT TO THE AMOUNT IN EXCESS OF
THE AFFLIATED LENDER CAP (SUBJECT TO SECTION 9.05(f)(ii) OF THE FIRST LIEN CREDIT AGREEMENT). 
 Effective Date: [•] [•],
20[•] [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 

[Signature Page Follows] 
  

 

	1 	 Not to be less than $1,000,000 unless the Borrower and the Administrative Agent otherwise consent.




	2 	 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.




  
 A-1-2 













 The terms set forth in this Affiliated Lender Assignment and Assumption are hereby agreed
to: 
  

			
	 ASSIGNOR
  

[NAME OF ASSIGNOR]



		
	By:	 	
                 

		 	Name:
		 	Title:



  
 A-1-3 













 
			
	 ASSIGNEE
  

[NAME OF ASSIGNEE]


		
	By:	 	              

		 	Name:
		 	Title:
	
	 [Consented to:]3

 
 ATI HOLDINGS ACQUISITION, INC.,

as the Borrower


		
	By:	 	
                 

		 	Name:
		 	Title:


  
  

	3 	 To be added only if the consent of the Borrower is required by Section 9.05(b)(i)(A) of the First
Lien Credit Agreement. 



  
 A-1-4 













 STANDARD TERMS AND CONDITIONS FOR 

AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION 

1. Representations and Warranties. 

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest,
(ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) its Commitment in respect of Term Loans, and the outstanding balances of its Term Loans, in each case without giving effect to assignments
thereof which have not become effective, are as set forth herein, (iv) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and Assumption and to consummate the
transactions contemplated hereby and (v) [it is] [it is not] a Defaulting Lender; and (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statement, warranty or representation made in or in
connection with the First Lien Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto (other than this Affiliated Lender Assignment and Assumption) or any collateral thereunder, (ii) the
execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Restricted Subsidiaries or Affiliates or any other
Person obligated in respect of any Loan Document or (iv) the performance or observance by Holdings, the Borrower, any of its Restricted Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan
Document. The Assignor acknowledges and agrees that in connection with this Affiliated Lender Assignment and Assumption, (1) the applicable Affiliated Lender or its Affiliates may have, and later may come into possession of, material nonpublic
information with respect to Holdings, the Borrower and/or any subsidiary thereof and/or their respective Securities “MNPI”), (2) the Assignor has independently, without reliance on the applicable Affiliated Lender, the
Investors, Holdings, the Borrower, any of their respective subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates, made its own analysis and determination to participate in such assignment notwithstanding the
Assignor’s lack of knowledge of the MNPI, (3) none of the applicable Affiliated Lenders, the Investors, Holdings, the Borrower, any of their respective subsidiaries, the Administrative Agent, the Arrangers or any of their respective
Affiliates shall have any liability to the Assignor, and the Assignor hereby waives and releases, to the extent permitted by applicable Requirements of Law, any claims it may have against the applicable Affiliated Lender, the Investors, Holdings,
the Borrower, each of its respective subsidiaries, the Administrative Agent, the Arrangers and their respective Affiliates, under applicable Requirements of Law or otherwise, with respect to the nondisclosure of the MNPI and (4) the MNPI may
not be available to the Administrative Agent, the Arrangers or the other Lenders. 
 1.2 Assignee. The Assignee (a) represents
and warrants that (i) it is an Affiliated Lender and has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated
hereby and to become a Lender under the First Lien Credit Agreement, (ii) it satisfies the requirements, if any, specified in the First Lien Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and
become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the First Lien Credit Agreement and the other Loan Documents as a Lender (including as an Affiliated Lender) thereunder and, to the extent of the
Assigned Interest, shall have the obligations of a Lender (including as an Affiliated Lender) thereunder, (iv) it has received a copy of the First Lien Credit Agreement and the Intercreditor Agreement, together with copies of the most recent
financial statements referred to in Section 4.01(c) or delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Affiliated Lender Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other
Lender, (v) if it is a Foreign Lender, attached to the Affiliated Lender 

  
 A-1-5 













 Assignment and Assumption is any documentation required to be delivered by it pursuant to
Section 2.17 of the First Lien Credit Agreement, duly completed and executed by the Assignee, (vi) after giving effect to this Affiliated Lender Assignment and Assumption and subject to the provisions of
Section 9.05(g)(ii), the aggregate principal amount of all Term Loans then held by all Affiliated Lenders does not exceed the Affiliated Lender Cap (after giving effect to any substantially simultaneous cancellation thereof) and
(vii) in the case of any assignment effected pursuant to a Dutch Auction and/or open market purchase conducted by Holdings, the Borrower or any of its Restricted Subsidiaries, (1) no Indebtedness incurred under the Revolving Facility has
been utilized to fund the purchase of the Assigned Interest, (2) no Default or Event of Default exists at the time of acceptance of bids for any Dutch Auction or the confirmation of any open market purchase and (3) the Term Loans in
respect of such Assigned Interest shall, to the extent permitted by applicable Requirement of Law, be retired and cancelled immediately after the Effective Date; and (b) agrees that (i) it will, independently and without reliance on the
Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it deems appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) it
appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers and discretion under the First Lien Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant
hereto or thereto as are delegated to the Administrative Agent, by the terms thereof, together with such powers as are reasonably incidental thereto, and (iii) it will perform in accordance with their terms all of the obligations which by the
terms of the Loan Documents are required to be performed by it as a Lender The Assignee agrees that, solely in its capacity as an Affiliated Lender, it will not be entitled to (a) attend (including by telephone) or participate in any meeting or
discussions (or portion thereof) among the Administrative Agent or any Lender or among Lenders to which the Loan Parties or their representatives are not invited or (b) receive any information or material prepared by the Administrative Agent or
any Lender or any communication by or among the Administrative Agent and one or more Lenders, except to the extent such information or material has been made available by the Administrative Agent or any Lender to any Loan Party or its
representatives (and in any case, other than the right to receive notices of Borrowings, prepayments and other administrative notices in respect of its Term Loans required to be delivered to Lenders pursuant to Article 2 of the First Lien
Credit Agreement). 
 2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of
the Assigned Interest (other than Assigned Interests assigned to Holdings, the Borrower or any of its Restricted Subsidiaries) (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but
excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date. 
 3. General
Provisions. This Affiliated Lender Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Affiliated Lender Assignment and Assumption may be
executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Affiliated Lender Assignment and Assumption by facsimile or by email as a “.pdf” or
“.tif” attachment shall be effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and Assumption. This Affiliated Lender Assignment and Assumption shall be construed in accordance with and governed by
the laws of the State of New York. 

  
 A-1-6 













 EXHIBIT A-2 

[FORM OF] 
 ASSIGNMENT AND
ASSUMPTION 
 This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth
below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them
in the First Lien Credit Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “First Lien Credit Agreement”), receipt of a copy of which is hereby
acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

 For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably
purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the First Lien Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of
the Assignor’s rights and obligations in its capacity as a Lender under the First Lien Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified
below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit included in such facilities) and (ii) to the extent permitted to be assigned under
applicable Requirements of Law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the First Lien Credit Agreement,
any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all
other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being
referred to herein collectively as the “Assigned Interest”). In the case where the Assigned Interest covers all of the Assignor’s rights and obligations under the First Lien Credit Agreement, the Assignor shall cease to be a
party thereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03 of the First Lien Credit Agreement with respect to facts and circumstances occurring on or prior to the Effective Date
and subject to its obligations hereunder and under Section 9.13 of the First Lien Credit Agreement. Such sale and assignment is (i) subject to acceptance and recording thereof in the Register by the Administrative Agent pursuant to
Section 9.05(b)(v) of the First Lien Credit Agreement, (ii) without recourse to the Assignor and (iii) except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor. 

 

	1.	 Assignor: [•] 


  

	2.	 Assignee: [•] 


  

	[and	 is an Affiliate/Approved Fund of [identify Lender]4]



  

	3.	 Borrower: ATI Holdings Acquisition, Inc. 



 

	4.	 Administrative Agent: Barclays Bank PLC, as administrative agent under the First Lien Credit Agreement



  

	5.	 First Lien Credit Agreement: That certain First Lien Credit Agreement, dated as of May 10, 2016 (as
amended, restated, amended and restated, supplemented or otherwise modified and in effect on the 


  

 

	4 	 Select as applicable. 



  
 A-2-1 













 date hereof, the “First Lien Credit Agreement”), by and among, inter alios, Wilco
Intermediate Holdings, Inc., a Delaware corporation, ATI Holdings Acquisition, Inc., a Delaware corporation (as successor by merger to Wilco Purchaser, Inc., a Delaware corporation) (the “Borrower”), the Lenders from time to time
party thereto, Barclays Bank PLC (“Barclays”), in its capacities as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”) and as an Issuing Bank and the Swingline
Lender, HSBC Bank USA, N.A., as an Issuing Bank, and Barclays, HSBC Securities (USA) Inc. and Jefferies Finance, LLC, as joint lead arrangers and joint bookrunners. 

6. Assigned Interest: 
  

																	
	 Aggregate Amount of

Commitment/Loans
	  	Class of
Loans
Assigned	 	  	Amount of
Commitment/Loans
Assigned5	 	  	Percentage Assigned of
Commitment/Loans
under Relevant Class6	 	  	CUSIP
Number	 
	 $
	  				  	$	 	 	  	 	%	 	  			
	 $
	  				  	$	 	 	  	 	%	 	  			
	 $
	  				  	$	 	 	  	 	%	 	  			

 Effective Date: [•] [•], 20[•] [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE
THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 
 7. THE PARTIES HERETO ACKNOWLEDGE THAT ANY ASSIGNMENT TO ANY
DISQUALIFIED INSTITUTION WITHOUT OBTAINING THE REQUIRED CONSENT OF THE BORROWER OR, TO THE EXTENT THE BORROWER’S CONSENT IS REQUIRED UNDER SECTION 9.05 OF THE FIRST LIEN CREDIT AGREEMENT, TO ANY OTHER PERSON, SHALL BE NULL AND VOID, AND,
IN THE EVENT OF ANY SUCH ASSIGNMENT (AND ANY ASSIGNMENT TO ANY AFFILIATE OF ANY DISQUALIFIED INSTITUTION (OTHER THAN A BONA FIDE DEBT FUND)), THE BORROWER SHALL BE ENTITLED TO PURSUE THE REMEDIES DESCRIBED IN SECTION 9.05 OF THE FIRST LIEN
CREDIT AGREEMENT. 
 [Signature Page Follows] 
  

 

	5 	 Not to be less than (x) $1,000,000 in the case of Term Loans and Term Commitments and (y) $5,000,000
in the case of Revolving Loans and Revolving Credit Commitments unless the Borrower and the Administrative Agent otherwise consent. 



	6 	 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.




  
 A-2-2 













 The terms set forth in this Assignment and Assumption are hereby agreed to: 

 

			
	 ASSIGNOR
  

[NAME OF ASSIGNOR]


		
	By:	 	
                 

		 	Name:
		 	Title:



  
 A-2-3 














	●	 ASSIGNEE HAS EXAMINED THE LIST OF DISQUALIFIED INSTITUTIONS AND (I) REPRESENTS AND WARRANTS THAT
(A) IT IS NOT IDENTIFIED ON SUCH LIST AND (B) IT IS NOT AN AFFILIATE OF ANY INSTITUTION IDENTIFIED ON SUCH LIST [(OTHER THAN, IN THE CASE OF THIS CLAUSE (B), A BONA FIDE DEBT
FUND)]7 AND (II) ACKNOWLEDGES THAT ANY ASSIGNMENT MADE TO AN AFFILIATE OF A DISQUALIFIED INSTITUTION (OTHER THAN A BONA FIDE DEBT FUND) SHALL BE SUBJECT TO SECTION 9.05 OF THE FIRST LIEN
CREDIT AGREEMENT.8 


  

			
	 ASSIGNEE
  

[NAME OF ASSIGNEE]


		
	By:	 	          

		 	Name:
		 	Title:
	
	Consented to and Accepted:
	
	 BARCLAYS BANK PLC
 as Administrative
Agent9

		
	By:	 	              

		 	Name:
		 	Title:
	
	[ISSUING BANK]10
		
	By:	 	
                 

		 	Name:
		 	Title:
	
	[SWINGLINE LENDER]11
		
	By:	 	              

		 	Name:
		 	Title:


  
  

	7 	 Insert bracketed language if Assignee is a Bona Fide Debt Fund. 



	8 	 To be completed by Assignee. 



	9 	 To be added only if the consent of the Administrative Agent is required. 



	10 	 To be added only with respect to an assignment under the Revolving Facility. 



	11 	 To be added only with respect to an assignment under the Revolving Facility. 



  
 A-2-4 













 
			
	 [Consented to:]12

 
 ATI HOLDINGS ACQUISITION, INC.,

as the Borrower


		
	By:	 	
                 

		 	Name:
		 	Title:


  
  

	12 	 To be added only if the consent of the Borrower is required by Section 9.05(b)(i)(A) of the First
Lien Credit Agreement. 



  
 A-2-5 













 Annex I 

STANDARD TERMS AND CONDITIONS FOR 

ASSIGNMENT AND ASSUMPTION 
 1.
Representations and Warranties. 
 1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal
and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) its Commitment, and the outstanding balances of its Loans, in each case without giving
effect to assignments thereof which have not become effective, are as set forth herein, (iv) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby and (v) [it is] [it is not] a Defaulting Lender; and (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statement, warranty or representation made in or in
connection with the First Lien Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto (other than this Assignment and Assumption) or any collateral thereunder, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Restricted Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document or (iv) the performance or observance by Holdings, the Borrower, any of its Restricted Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document. 

1.2 Assignee. The Assignee (a) represents and warrants that (i) it is an Eligible Assignee and has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the First Lien Credit Agreement, (ii) it satisfies the requirements,
if any, specified in the First Lien Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the
First Lien Credit Agreement and the other Loan Documents as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder and (iv) it has received a copy of the First Lien Credit Agreement
and the Intercreditor Agreement, together with copies of the most recent financial statements referred to in Section 4.01(c) or the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable,
and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and
decision independently and without reliance on the Administrative Agent or any other Lender, (v) it has examined the list of Disqualified Institutions and it is not (A) a Disqualified Institution or (B) an Affiliate of a Disqualified
Institution [(other than, in the case of this Clause (B), a Bona Fide Debt Fund)]13 and (vi) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation
required to be delivered by it pursuant to Section 2.17 of the First Lien Credit Agreement, duly completed and executed by the Assignee and (b) agrees that (i) it will, independently and without reliance on the Administrative
Agent, the Assignor or any other Lender, and based on such documents and information as it deems appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) it appoints and
authorizes the Administrative Agent to take such action on its behalf and to exercise such powers and discretion under the First Lien Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto
as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, and (iii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan
Documents are required to be performed by it as a Lender. 
  
  

	13 	 Insert bracketed language if Assignee is a Bona Fide Debt Fund and not otherwise identified on the list of
Disqualified Institutions. 



  
 ANNEX I
TO EXHIBIT A-2-1 













 2. Payments. From and after the Effective Date, the Administrative Agent shall make
all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have
accrued from and after the Effective Date. 
 3. General Provisions. This Assignment and Assumption shall be binding upon, and inure
to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed
counterpart of a signature page of this Assignment and Assumption by facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This
Assignment and Assumption shall be construed in accordance with and governed by the laws of the State of New York. 

  
 ANNEX I
TO EXHIBIT A-2-2 













 EXHIBIT B 

[FORM OF] 
 BORROWING REQUEST 

Barclays Bank PLC 
 as Administrative Agent for the Lenders
referred to below 
 [and as Swingline Lender] 
 1301 Sixth
Avenue 
 New York, New York 10019 
 Attn: Jason Cooper 

Phone: (302) 286-2235 
 Email:
Jason.x.Cooper@barclays.com/12145455230@TLS.LDSPROD.com 
 [•] [•],
20[•]14 
 Ladies and Gentlemen: 

Reference is hereby made to that certain First Lien Credit Agreement, dated as of May 10, 2016 (as amended, restated, amended and
restated, supplemented or otherwise modified and in effect on the date hereof, the “First Lien Credit Agreement”), by and among, inter alios, Wilco Intermediate Holdings, Inc., a Delaware corporation, ATI Holdings
Acquisition, Inc., a Delaware corporation (as successor by merger to Wilco Purchaser, Inc., a Delaware corporation) (the “Borrower”), the Lenders from time to time party thereto, Barclays Bank PLC (“Barclays”), in
its capacities as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”) and as an Issuing Bank and the Swingline Lender, HSBC Bank USA, N.A., as an Issuing Bank, and Barclays,
HSBC Securities (USA) Inc. and Jefferies Finance, LLC, as joint lead arrangers and joint bookrunners. Terms defined in the First Lien Credit Agreement are used herein with the same meanings unless otherwise defined herein. 

The undersigned hereby gives you notice pursuant to Section [2.03] [2.04] of the First Lien Credit Agreement that it requests the
Borrowings under the First Lien Credit Agreement to be made on [•] [•], 20[•], and in that connection sets forth below the terms on which the Borrowings are requested to be made: 

 

	(A)	 Borrower [Wilco Purchaser, Inc.]15 [ATI Holdings
Acquisition, Inc.]16 


  

	(B)	 Date of Borrowing (which shall be a Business Day) [•] 



 
  

	14 	 The Administrative Agent must be notified in writing by hand delivery, fax or other electronic transmission
(including “.pdf” or “.tif”) not later than (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of LIBO Rate Loans (or one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on
the Closing Date) and (ii) 9:00 a.m. on the requested date of any Borrowing of ABR Loans (other than Swingline Loans) (or, in each case, such later time as is acceptable to the Administrative Agent); provided, however, that if the
Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be
received by the Administrative Agent not later than 1:00 p.m. five Business Days prior to the requested date of such Borrowing (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt
notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 12:00 p.m. three Business Days before the requested date of such Borrowing, the Administrative
Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. With respect to Swingline Loans, the Swingline Lender and the Administrative Agent must be notified in writing by hand delivery,
fax or other electronic transmission (including “.pdf” or “.tif”) not later than 1:00 p.m. on the day of the proposed Swingline Loan. 



	15 	 For Borrowings requested on the Closing Date. 



	16 	 Subject to Section 2.02(c) of First Lien Credit Agreement. 



  
 B-1 













  

					
			
	(C)	  	Aggregate Amount of Borrowing17	  	$[•]
			
	(D)	  	Type of Borrowing18	  	  [•]
			
	(E)	  	Class of Borrowing	  	  [•]
			
	(F)	  	Interest Period19 (in the case of a LIBO Rate Borrowing)	  	  [•]
			
	(G)	  	Amount, Account Number and Location	  	

  

			
	Wire Transfer Instructions:
		
	Amount	  	$[•]
		
	Bank:	  	  [•]
		
	ABA No.:	  	  [•]
		
	Account No.:	  	  [•]
		
	Account Name:	  	  [•]

 The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of
the Borrowing: 
  

	(A)	 The representations and warranties of the Loan Parties set forth in the First Lien Credit Agreement and the
other Loan Documents are true and correct in all material respects on and as of the date of the Borrowing with the same effect as though such representations and warranties had been made on and as of the date of such Borrowing; provided that
to the extent that any representation and warranty specifically refers to an earlier date or a given period, it is true and correct in all material respects as of such earlier date or for such period; provided, further, that, any
representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective
dates or for such periods. 


  

	(B)	 [At the time of and immediately after giving effect to the Borrowing, no Default or Event of Default exists.]20 


 [Signature Page Follows] 

 
  

	17 	 Subject to Sections 2.02(c) and 2.04 of First Lien Credit Agreement. 



	18 	 State whether a LIBO Rate Borrowing or ABR Borrowing. If no Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing. A Borrowing consisting of Swingline Loans shall be an ABR Borrowing. 



	19 	 Must be a period contemplated by the definition of “Interest Period”. If no Interest Period is
specified, then the Interest Period shall be of one-month’s duration. 



	20 	 Include bracketed language only for Borrowings after Closing Date (subject to Section 4.02 of First
Lien Credit Agreement). 


  

  
 B-2 













 
			
	[WILCO PURCHASER, INC.]21
		
	By:	 	          

		 	Name:
		 	Title:
	
	[ATI HOLDINGS ACQUISITION, INC.] 22
		
	By:	 	              

		 	Name:
		 	Title:


  
  

	21 	 For Borrowings requested prior to the Closing Date Merger. 



	22 	 For Borrowings requested after the Closing Date Merger. 



  
 B-3 













 EXHIBIT C 

[FORM OF] 
 FIRST LIEN INTELLECTUAL
PROPERTY SECURITY AGREEMENT 
 This FIRST LIEN INTELLECTUAL PROPERTY SECURITY AGREEMENT is entered into as of [•] [•], 20[•],
(this “Agreement”), by [•] ([each, a][the] “Grantor”) in favor of Barclays Bank PLC (“Barclays”), as administrative agent and collateral agent (in such capacities, the “Administrative
Agent”) for the Secured Parties. 
 Reference is made to that certain First Lien Pledge and Security Agreement, dated as of
May 10, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time and in effect on the date hereof, the “Security Agreement”), among the Loan Parties party thereto and the
Administrative Agent. The First Lien Lenders (as defined below) have extended credit to the Borrower (as defined in First Lien Credit Agreement (as defined below)) subject to the terms and conditions set forth in that certain First Lien Credit
Agreement, dated as of May 10, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time and in effect on the date hereof, the “First Lien Credit Agreement”), by and among, inter
alios, Wilco Intermediate Holdings, Inc., as Holdings, ATI Holdings Acquisition, Inc., a Delaware corporation (successor by merger to Wilco Purchaser, Inc., a Delaware corporation), as the Borrower, the Lenders from time to time party thereto
and Barclays, in its capacities as administrative agent and collateral agent for the Lenders. Consistent with the requirements set forth in Sections 4.01 and 5.12 of the First Lien Credit Agreement and Section 4.03(c) of
the Security Agreement, the parties hereto agree as follows: SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Security Agreement. 

SECTION 2. Grant of Security Interest. As security for the prompt and complete payment or performance, as the case may be, in full of
the Secured Obligations, [each][the] Grantor, pursuant to the Security Agreement, did and hereby does pledge, mortgage, transfer and grant to the Administrative Agent, its successors and permitted assigns, on behalf of and for the ratable benefit of
the Secured Parties, a continuing security interest in all of its right, title or interest in, to or under all of the following assets, whether now owned or at any time hereafter acquired by or arising in favor of [such][the] Grantor and regardless
of where located (collectively, the “IP Collateral”): 
 A. all Trademarks, including the Trademark registrations and
registration applications in the United States Patent and Trademark Office listed on Schedule I hereto; 
 B. all Patents, including
the Patent registrations and pending applications in the United States Patent and Trademark Office listed on Schedule II hereto 
 C.
all Copyrights, including the Copyright registrations and pending applications for registration in the United States Copyright Office listed on Schedule III; and 

D. all proceeds of the foregoing; in each case to the extent the foregoing items constitute Collateral. 

SECTION 3. Security Agreement. The security interests granted to the Administrative Agent herein are granted in furtherance, and not in
limitation of, the security interests granted to the Administrative Agent pursuant to the Security Agreement. [Each][The] Grantor hereby acknowledges and affirms that the rights and remedies of the Administrative Agent with respect to the IP
Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the
Security Agreement, the terms of the Security Agreement shall govern. 

  
 C-1 













 SECTION 4. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York. 
 [Signature Pages Follow] 

  
 C-2 













 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written. 
  

					
	[•]	 		 	
		
	By:	 	  

		 	Name:	 	[•]
		 	Title:	 	[•]



  
 C-3 













 SCHEDULE I 

TRADEMARKS 
  

					
	 REGISTERED OWNER
	  	 REGISTRATION NUMBER
	  	 TRADEMARK

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  



TRADEMARK APPLICATIONS 
  

					
	 APPLICANT
	  	 APPLICATION NO.
	  	 TRADEMARK

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  



  
 SCHEDULE I
TO EXHIBIT C 













 SCHEDULE II 

PATENTS 
  

					
	 REGISTERED OWNER
	  	 SERIAL NUMBER
	  	 DESCRIPTION

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  



PATENT APPLICATIONS 
  

					
	 APPLICANT
	  	 APPLICATION NO.
	  	 DESCRIPTION

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  



  
 SCHEDULE
II TO EXHIBIT C 













 SCHEDULE III 

COPYRIGHTS 
  

					
	 REGISTERED OWNER
	  	 REGISTRATION NUMBER
	  	 TITLE

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  



COPYRIGHT APPLICATIONS 
  

					
	 APPLICANT
	  	 APPLICATION NUMBER
	  	 TITLE

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  



  
 SCHEDULE
III TO EXHIBIT C 













 EXHIBIT A 

[FORM OF] 
 FIRST LIEN INTELLECTUAL
PROPERTY SECURITY AGREEMENT SUPPLEMENT 
 This FIRST LIEN INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT is entered into as of [•]
[•], 20[•] (this “IP Security Agreement Supplement”), by [•] ([each, a][the] “Grantor”) in favor of Barclays Bank PLC (“Barclays”), as administrative agent and collateral agent (in
such capacities, the “Administrative Agent”) for the Secured Parties. 
 Reference is made to that certain First Lien Pledge
and Security Agreement, dated as of May 10, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time and in effect on the date hereof, the “Security Agreement”), among the Loan
Parties party thereto and the Administrative Agent. The First Lien Lenders (as defined below) have extended credit to the Borrower (as defined in First Lien Credit Agreement (as defined below)) subject to the terms and conditions set forth in that
certain First Lien Credit Agreement, dated as of May 10, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time and in effect on the date hereof, the “First Lien Credit
Agreement”), by and among, inter alios, Wilco Intermediate Holdings, Inc., as Holdings, ATI Holdings Acquisition, Inc., a Delaware corporation (successor by merger to Wilco Purchaser, Inc., a Delaware corporation), as the Borrower,
the Lenders from time to time party thereto and Barclays, in its capacities as administrative agent and collateral agent for the Lenders. Consistent with the requirements set forth in Sections 4.01 and 5.12 of the First Lien Credit
Agreement, the [Grantor][Grantors] and the Administrative Agent have entered into that certain First Lien Intellectual Property Security Agreement, dated as of May 10, 2016 (as amended, restated, amended and restated, supplemented or otherwise
modified from time to time and in effect on the date hereof, the “IP Security Agreement”). Under the terms of the Security Agreement, the Grantor has granted to the Administrative Agent for the benefit of the Secured Parties a
security interest in the Additional IP Collateral (as defined below) and have agreed, consistent with the requirements of Section 4.03(c) of the Security Agreement, to execute this IP Security Agreement Supplement. Now, therefore, the
parties hereto agree as follows: SECTION 1. Terms. Capitalized terms used in this IP Security Agreement Supplement and not otherwise defined herein have the meanings specified in the Security Agreement. 

SECTION 2. Grant of Security Interest. As security for the prompt and complete payment or performance, as the case may be, in full of
the Secured Obligations, [each][the] Grantor, pursuant to the Security Agreement, did and hereby does pledge, mortgage, transfer and grant to the Administrative Agent, its successors and permitted assigns, on behalf of and for the ratable benefit of
the Secured Parties, a continuing security interest in all of its right, title or interest in, to or under all of the following assets, whether now owned or at any time hereafter acquired by or arising in favor of the [such][the] Grantor and
regardless of where located (collectively, the “Additional IP Collateral”): A. the Trademark registrations and registration applications in the United States Patent and Trademark Office listed on Schedule I hereto; 

B. the Patent registrations and pending applications in the United States Patent and Trademark Office listed on Schedule II hereto 

C. the Copyright registrations and pending applications for registration in the United States Copyright Office listed on Schedule III;
and 
 D. all proceeds of the foregoing; 

  
 EXHIBIT
A-1 TO EXHIBIT C 













 in each case to the extent the foregoing items constitute Collateral. 

SECTION 3. Security Agreement. The security interests granted to the Administrative Agent herein are granted in furtherance, and not in
limitation of, the security interests granted to the Administrative Agent pursuant to the Security Agreement. [Each][The] Grantor hereby acknowledges and affirms that the rights and remedies of the Administrative Agent with respect to the Additional
IP Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this IP Security
Agreement Supplement and the Security Agreement, the terms of the Security Agreement shall govern. 
 SECTION 4. Governing Law. This
Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. 
 [Signature Pages Follow] 

  
 EXHIBIT
A-2 TO EXHIBIT C 













 IN WITNESS WHEREOF, the parties hereto have duly executed this IP Security Agreement
Supplement as of the day and year first above written. 
  

					
	[•]	 		 	
		
	By:	 	  

		 	Name:	 	[•]
		 	Title:	 	[•]



  
 EXHIBIT
A-3 TO EXHIBIT C 













 SCHEDULE I 

TRADEMARKS 
  

					
	 REGISTERED OWNER
	  	 REGISTRATION NUMBER
	  	 TRADEMARK

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  



TRADEMARK APPLICATIONS 
  

					
	 APPLICANT
	  	 APPLICATION NO.
	  	 TRADEMARK

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  



  
 SCHEDULE I
TO EXHIBIT A TO EXHIBIT C 













 SCHEDULE II 

PATENTS 
  

					
	 REGISTERED OWNER
	  	 SERIAL NUMBER
	  	 DESCRIPTION

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  



PATENT APPLICATIONS 
  

					
	 APPLICANT
	  	 APPLICATION NO.
	  	 DESCRIPTION

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  



  
 SCHEDULE
II TO EXHIBIT A TO EXHIBIT C 













 SCHEDULE III 

COPYRIGHTS 
  

					
	 REGISTERED OWNER
	  	 REGISTRATION NUMBER
	  	 TITLE

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  



COPYRIGHT APPLICATIONS 
  

					
	 APPLICANT
	  	 APPLICATION NUMBER
	  	 TITLE

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  



  
 SCHEDULE
III TO EXHIBIT C TO EXHIBIT C 













 EXHIBIT D 

[FORM OF] 
 COMPLIANCE CERTIFICATE

 [•] [•], 20[•] 
  

	To:	 The Administrative Agent and each of the Lenders parties to the 



First Lien Credit Agreement described below 

This Compliance Certificate is furnished pursuant to that certain First Lien Credit Agreement, dated as of May 10, 2016 (as amended,
restated, amended and restated, supplemented or otherwise modified and in effect on the date hereof, the “First Lien Credit Agreement”), by and among, inter alios, Wilco Intermediate Holdings, Inc., a Delaware corporation,
ATI Holdings Acquisition, Inc., a Delaware corporation (as successor by merger to Wilco Purchaser, Inc., a Delaware corporation) (the “Borrower”), the Lenders from time to time party thereto, Barclays Bank PLC
(“Barclays”), in its capacities as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”) and as an Issuing Bank and the Swingline Lender, HSBC Bank USA, N.A., as
an Issuing Bank, and Barclays, HSBC Securities (USA) Inc. and Jefferies Finance, LLC, as joint lead arrangers and joint bookrunners. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed
thereto in the First Lien Credit Agreement. 
 THE UNDERSIGNED HEREBY CERTIFIES, AS A RESPONSIBLE OFFICER OF THE BORROWER, IN SUCH CAPACITY
AND NOT IN AN INDIVIDUAL CAPACITY, THAT: 
 1. I am the duly elected [•] of the Borrower and a Responsible Officer of the Borrower; 

2. I have reviewed the terms of the First Lien Credit Agreement and I have made, or have caused to be made under my supervision, a review in
reasonable detail of the transactions and conditions of the Borrower and its Restricted Subsidiaries, on a consolidated basis, during the [Fiscal Quarter][Fiscal Year] covered by the attached financial statements; 

3. Any pro forma “run rate” cost saving, operating expense reduction, operational improvement and/or synergy added back in
calculating Consolidated Adjusted EBITDA in reliance on clause (e) of the definition of “Consolidated Adjusted EBITDA” during the Fiscal Quarter covered by the attached financial statements is, in my good faith determination,
reasonably identifiable and factually supportable. 
 4. [The attached financial statements fairly present, in all material respects, in
accordance with GAAP, the consolidated financial condition of the Borrower as at the dates indicated [and its consolidated operations and cash flows for the periods indicated], subject to the absence of footnotes and changes resulting from audit and
normal year-end adjustments[;provided that such financial statements only reflect a good faith estimate of any purchase accounting adjustments relating to [the Acquisition]23 [or the
acquisition of [•]24].]25 
  

 

	23 	 Include for any Fiscal Quarter ending on or prior to December 31, 2016. 



	24 	 Insert description of any acquisition with respect to which purchase accounting has not been completed. Please
Note: Exception for acquisitions consummated after the Closing Date until Fiscal Quarter ending March 31 of Fiscal Year following Fiscal Year in which acquisition was consummated. 



	25 	 Include to the extent the relevant Compliance Certificate is delivered in connection with unaudited quarterly
financials. 



  
 D-1 













 5. [Except as described in the disclosure set forth below, the][The] examinations described
in paragraph 2 did not disclose, and I have no knowledge of the existence of any condition or event which constitutes a Default or Event of Default that exists as of the date of this Compliance Certificate[ and the disclosure set forth below
specifies, in reasonable detail, the nature of any such condition or event and any action taken or proposed to be taken with respect thereto]. 

6. [Schedule 1 attached hereto sets forth reasonably detailed calculations of Excess Cash Flow for such Excess Cash Flow Period.]26 
 7. [Attached as Schedule 2 hereto is a list of each Affiliated Practice and each
subsidiary of the Borrower that identifies each as a Restricted Subsidiary, an Unrestricted Subsidiary, a Consolidated APC or a Non-Consolidated APC as of the date hereof.]27 [There is no change
in the list of Restricted Subsidiaries and Unrestricted Subsidiaries since the later of the Closing Date and the date of the last Compliance Certificate.] 

8. [Attached as Schedule 3 hereto is a summary of the pro forma adjustments necessary to eliminate the accounts of Unrestricted
Subsidiaries from the attached financial statements.]28 
 9. [Attached as Schedule
4 hereto are calculations in reasonable detail demonstrating compliance with the covenant set forth in Section 6.15(a) of the First Lien Credit Agreement.]29 10. [Attached as
Schedule 5 hereto is consolidating financial information summarizing in reasonable detail the information regarding the Parent Company to which the attached financial statements relate, on the one hand, and the information relating to the
Borrower, on the other hand.]30 
 [Signature Page Follows] 

 
  

	26 	 Only required to the extent the relevant Compliance Certificate is delivered in connection with audited annual
financial statements (commencing with the Excess Cash Flow Period ending December 31, 2016). 



	27 	 Only required if a subsidiary has been designated as an Unrestricted Subsidiary since delivery of the last
Compliance Certificate. 



	28 	 Only required if a subsidiary of the Borrower is or has been designated as an Unrestricted Subsidiary at the
time of delivery of the applicable Compliance Certificate. 



	29 	 Only required to the extent the Revolving Facility Test Condition is satisfied on the last day of the relevant
Test Period. 



	30 	 Only required if the attached financial statements are prepared at the level of a Parent Company.




  
 D-2 













 The foregoing certifications, together with the information set forth in the Schedules
hereto and the financial statements delivered with this Compliance Certificate in support hereof, are made and delivered as of the date first written above.31 

 

			
	ATI HOLDINGS ACQUISITION, INC.
		
	By:	 	  

		 	Name:
		 	Title:
		 	


  
  

	31 	 Please note the deadlines for satisfaction of the following requirements correspond with the delivery of each
Compliance Certificate (unless otherwise indicated): 


  

	 	1.	 The delivery of documents and deliverables required under Section 4.02(a) of the Security Agreement
relating to any certificated Securities and/or (ii) Instruments having a face amount in excess of $6,000,000, in each case acquired during the Fiscal Quarter covered by the attached financial statements. NOTE: If any Loan Party
acquires (i) certificated Securities and/or (ii) Instruments having a face amount in excess of $6,000,000 during the fourth Fiscal Quarter of any Fiscal Year, the documents and deliverables required under Section 4.02(a) of the
Security Agreement must be delivered within 60 days after the end of such Fiscal Quarter. 


  

	 	2.	 The delivery of documents and deliverables required under Section 4.03(c) of the Security Agreement
relating to any registration (or any application for registration of) any Patent, Trademark or Copyright with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, filed or acquired during the Fiscal
Quarter covered by the attached financial statements. NOTE: If any Loan Party acquires any registration (or files any application for registration) of any Parent, Trademark or Copyright with the United States Patent and Trademark
Office or the United States Copyright Office, as applicable, during the fourth Fiscal Quarter of any Fiscal Year, the documents and deliverables required under Section 4.03(c) of the Security Agreement must be delivered within 60 days
after the end of such Fiscal Quarter. 


  

	 	3.	 The delivery of the documents required under Section 4.04 of the Security Agreement relating to any
Commercial Tort Claim with an individual value (as reasonably estimated by the Borrower) in excess of $7,500,000 acquired after the Closing Date. NOTE: If any Loan Party acquires any Commercial Tort Claim with an individual value (as
reasonably estimated by the Borrower) in excess of $7,500,000 during the fourth Fiscal Quarter of any Fiscal Year, the documents and deliverables required under Section 4.04 of the Security Agreement must be delivered within 60 days
after the end of such Fiscal Quarter. 


  

	 	4.	 The delivery of the documents required to be delivered under Section 5.12(a) of the First Lien
Credit Agreement as a result of (i) the formation or acquisition after the Closing Date of any Restricted Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary), (ii) the designation of any Unrestricted Subsidiary
that is a Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary), (iii) any Restricted Subsidiary that is a Domestic Subsidiary ceasing to be an Immaterial Subsidiary and/or (iv) any Restricted Subsidiary that
was an Excluded Subsidiary ceasing to be an Excluded Subsidiary, in each case during the Fiscal Quarter covered by the attached financial statements. NOTE: upon the taking of any action or the occurrence of any event described in
clauses (i) through (iv) during the fourth Fiscal Quarter of any Fiscal Year, the documents required to be delivered under Section 5.12(a) of the First Lien Credit Agreement must be delivered within 60 days after
the end of such Fiscal Quarter. 


  

	 	5.	 The delivery of documents and deliverables necessary under the definition of “Acceptable Practice
Management Arrangements” to convert any Person acquired in a Permitted Acquisition during the Fiscal Quarter covered by the attached financial statements into a Consolidated APC. 



 

	 	6.	 The transfers of assets required under Section 5.16(b) of the First Lien Credit Agreement following
the acquisition of any Person who (i) becomes a Consolidated APC in a Permitted Acquisition or (ii) is amalgamated, merged or consolidated with or into, or transfers or conveys substantially all of its assets to or is liquidated into any
Consolidated APC (other than as part of any Permitted Practice Subsidiary Restructuring), in each case, in the Fiscal Quarter covered by the attached financial statements. 



  
 D-3 













 SCHEDULE 1 

Calculation of Excess Cash Flow32 

 
  

32 If applicable. 
  

  
 SCHEDULE 1
TO EXHIBIT D 













 SCHEDULE 2 

List of Subsidiaries and Affiliated Practices 

  
 SCHEDULE 2
TO EXHIBIT D 













 SCHEDULE 3 

Summary of Pro Forma Adjustments for Unrestricted Subsidiaries33 

 
  

33 If applicable. 

  
 SCHEDULE 3
TO EXHIBIT D 













 SCHEDULE 4 

[First Lien Leverage Ratio]34 

 
  

34 If applicable. 

  
 SCHEDULE 4
TO EXHIBIT D 













 SCHEDULE 5 

Consolidating Financial Information35 

 
  

35 If applicable. 

  
 SCHEDULE 5
TO EXHIBIT D 













 EXHIBIT E 

[FORM OF] 
 FIRST LIEN
INTERCREDITOR AGREEMENT 
 [CIRCULATED SEPARATELY] 

  
 E-1 













 EXHIBIT F 

[FORM OF] 
 INTERCOMPANY NOTE 

[Date] 
 FOR VALUE RECEIVED, each
of the undersigned, to the extent a borrower from time to time from any other entity listed on a signature page hereto (each, in such capacity, a “Payor”), hereby promises to pay on demand to the order of such other entity listed
below (each, in such capacity, a “Payee”), in lawful money of the United States of America, or in such other currency as agreed to by such Payor and such Payee, in immediately available funds, at such location as a Payee shall from
time to time designate, the unpaid principal amount of all loans and advances constituting a loan made by such Payee to such Payor in reliance on clause (B) of the definition of “Investment” or indebtedness borrowed by such
Payor from such Payee in reliance on clause (B) of the proviso to the definition of “Indebtedness”. Each Payor promises also to pay interest, if any, on the unpaid principal amount of all such loans and advances in like money
at said location from the date of such loans and advances until paid at such rate per annum as shall be agreed upon from time to time by such Payor and such Payee. Reference is made to (i) that certain First Lien Credit Agreement, dated as of
May 10, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “First Lien Credit Agreement”), among Wilco Intermediate Holdings, Inc., a Delaware corporation 

(“Holdings”), ATI Holdings Acquisition, Inc., a Delaware corporation (as successor by merger to Wilco Purchaser, Inc., a
Delaware corporation) (the “Borrower”), Barclays Bank PLC, in its capacities as administrative agent and collateral agent for the Lenders (in such capacity and, together with its successors and assigns in such capacity, the
“First Lien Agent”), and the Lenders and other parties from time to time party thereto, (ii) that certain Second Lien Credit Agreement, dated as of May 10, 2016 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the “Second Lien Credit Agreement” and together with the First Lien Credit Agreement, the “Credit Agreements”), among Holdings, the Borrower, the lenders from time to time
party thereto and Wilmington Trust, National Association in its capacities as administrative agent and collateral agent for the Lenders (in such capacity and, together with its successors and assigns in such capacity, the “Second Lien
Agent” and, together with the First Lien Agent, each, an “Agent” and collectively, the “Agents”), and (iii) that certain Intercreditor Agreement, dated as of May 10, 2016 (as amended, restated,
amended and restated, replaced, supplemented and/or otherwise modified from time to time, the “Initial Intercreditor Agreement”), among the First Lien Agent, the Second Lien Agent, Holdings, the Borrower and the other Grantors from
time to time party thereto and each additional Representative from time to time party thereto. Each Payee hereby acknowledges and agrees that the First Lien Agent or Second Lien Agent (after the Discharge of First Lien Obligations), as applicable,
may exercise all rights provided in the First Lien Financing Documents and the Second Lien Financing Documents, as applicable, with respect to this Note. Capitalized terms used in this Intercompany Note (this “Note”) but not
otherwise defined herein shall have the meanings given to them in the Initial Intercreditor Agreement, First Lien Credit Agreement or Second Lien Credit Agreement, as applicable. This Note is the Intercompany Note referred to in the First Lien
Credit Agreement and the Second Lien Credit Agreement. 
 Notwithstanding anything to the contrary contained in this Note, each Payee
understands and agrees that no Payor shall be required to make, and shall not make, any payment of principal, interest or other amounts on this Note to the extent that such payment is prohibited by, or would give rise to a default or an event of
default under, the terms of any Senior Indebtedness (as defined below) (each a “Credit Agreement Default”). The failure to make such payment because such payment would result in any Credit Agreement Default shall not constitute a
default hereunder. 

  
 F-1 













 This Note shall be pledged by each Payee that is a Loan Party (i) to the First Lien
Agent, for the benefit of the First Lien Claimholders, pursuant to the First Lien Financing Documents as collateral security for the full and prompt payment when due of, and the performance of, such Payee’s First Lien Obligations and
(ii) to the Second Lien Agent, for the benefit of the Second Lien Claimholders, pursuant to the Second Lien Financing Documents as collateral security for the full and prompt payment when due of, and the performance of, such Payee’s Second
Lien Obligations. Each Payee hereby acknowledges and agrees that (x) after the occurrence of and during the continuance of an Event of Default under and as defined in the First Lien Credit Agreement, but subject to the terms of the Initial
Intercreditor Agreement, the First Lien Agent may, in addition to the other rights and remedies provided pursuant to the First Lien Financing Documents and otherwise available to it (subject to any applicable notice requirements thereunder),
exercise all rights of the Payees that are Loan Parties with respect to this Note and (y) after the occurrence of and during the continuance of an Event of Default under and as defined in the Second Lien Credit Agreement, but subject to the
terms of the Initial Intercreditor Agreement, the Second Lien Agent may, in addition to the other rights and remedies provided pursuant to the Second Lien Financing Documents and otherwise available to it (subject to any applicable notice
requirements thereunder), exercise all rights of the Payees that are Loan Parties with respect to this Note. 
 Upon the commencement of any
insolvency or bankruptcy proceeding, or any receivership, liquidation (voluntary or otherwise), reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, winding up or other similar proceeding in connection therewith, relating
to any Payor owing any amounts evidenced by this Note to any Loan Party, or to any property of any such Payor, all amounts evidenced by this Note owing by such Payor to any and all Loan Parties shall become immediately due and payable, without
presentment, demand, protest or notice of any kind. 
 Anything in this Note to the contrary notwithstanding, the Indebtedness evidenced by
this Note owed by any Payor that is a Loan Party to any Payee that is not a Loan Party shall be subordinated and junior in right of payment, to the extent and in the manner hereinafter set forth, to all First Lien Obligations of such Payor to the
First Lien Claimholders and to all Second Lien Obligations of such Payor to the Second Lien Claimholders; provided that each Payor may make payments to the applicable Payee so long as no Event of Default under and as defined in either the
First Lien Credit Agreement or the Second Lien Credit Agreement has occurred and is continuing (such First Lien Obligations, Second Lien Obligations and, in each case, other indebtedness and obligations in connection with any renewal, refunding,
restructuring or refinancing thereof, including interest, fees and expenses thereon accruing after the commencement of any proceedings referred to in clause (i) below, whether or not such interest, fees and expenses are an allowed claim in such
proceeding, being hereinafter collectively referred to as “Senior Indebtedness”): 
  

	 	(i)	 In the event of any insolvency or bankruptcy proceeding, and any receivership, liquidation, reorganization or
other similar proceeding in connection therewith, relative to any Payor that is a Loan Party (each such Payor, an “Affected Payor”) or to its property, and in the event of any proceeding for voluntary liquidation, dissolution or
other winding up of such Affected Payor (except as expressly permitted by the First Lien Financing Documents and the Second Lien Financing Documents), whether or not involving insolvency or bankruptcy, if an Event of Default (as defined in either
the First Lien Credit Agreement or the Second Lien Credit Agreement, as applicable) has occurred and is continuing (x) the holders of Senior Indebtedness shall be paid in full in cash in respect of all amounts constituting Senior Indebtedness
(including, without limitation, post-petition interest at the rate provided in the documentation with respect to the Senior Indebtedness, whether or not such post-petition interest is an allowed claim against the debtor in any bankruptcy or similar
proceeding) (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) Banking Services Obligations and 



  
 F-2 













 Secured Hedging Obligations) and no Letter of Credit shall remain outstanding (unless
(x) the Outstanding Amount of the Letter of Credit related thereto has been cash collateralized or back-stopped by a letter of credit or otherwise in a manner reasonably satisfactory to the applicable Issuing Bank and the First Lien Agent and
in a face amount to be reasonably determined by the Borrower and the applicable Issuing Bank, or (y) such Letter of Credit has been deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank and the First Lien
Agent) before any Payee that is not a Loan Party (each such Payee, an “Affected Payee”) is entitled to receive (whether directly or indirectly), or make any demand for, any payment on account of this Note and (y) until the
holders of Senior Indebtedness are paid in full in cash in respect of all amounts constituting Senior Indebtedness (including, without limitation, post-petition interest at the rate provided in the documentation with respect to the Senior
Indebtedness, whether or not such post-petition interest is an allowed claim against the debtor in any bankruptcy or similar proceeding) (other than (A) contingent indemnification obligations as to which no claim has been asserted and
(B) Banking Services Obligations and Secured Hedging Obligations) and no Letter of Credit shall remain outstanding (unless (x) the Outstanding Amount of the Letter of Credit related thereto has been cash collateralized or back-stopped by a
letter of credit or otherwise in a manner reasonably satisfactory to the applicable Issuing Bank and the First Lien Agent and in a face amount to be reasonably determined by the Borrower and the applicable Issuing Bank, or (y) such Letter of
Credit has been deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank and the First Lien Agent), any payment or distribution to which such Affected Payee would otherwise be entitled (other than equity or debt
securities of such Affected Payor that are subordinated, to at least the same extent as this Note, to the payment of all Senior Indebtedness then outstanding (such securities being hereinafter referred to as “Restructured
Securities”)) shall be made to the holders of Senior Indebtedness. 
  

	 	(ii)	 If (x) any Event of Default under Sections 7.01(a), 7.01(f) or 7.01(g) of either the
First Lien Credit Agreement or the Second Lien Credit Agreement occurs and is continuing and (y) subject to the Initial Intercreditor Agreement, either the First Lien Agent or the Second Lien Agent delivers notice to the Borrower instructing
the Borrower that the First Lien Agent or Second Lien Agent, as applicable, is thereby exercising its rights pursuant to this clause (ii) (provided that no such notice shall be required to be given in the case of any Event of
Default arising under Sections 7.01(f) or 7.01(g) of the First Lien Credit Agreement or Second Lien Credit Agreement, as applicable), then, unless otherwise agreed in writing by the First Lien Agent or the Second Lien Agent (as
applicable) in its reasonable discretion, no payment or distribution of any kind or character shall be made by or on behalf of any Affected Payor or any other Person on its behalf, and no payment or distribution of any kind or character shall be
received by or on behalf of any Affected Payee or any other Person on its behalf in each case, with respect to this Note until (x) the applicable Senior Indebtedness has been paid in full in cash (other than (A) contingent indemnification
obligations as to which no claim has been asserted, (B) Banking Services Obligations and Secured Hedging Obligations and (C) the Outstanding Amount of any Letter of Credit related thereto has been cash collateralized or back-stopped by a
letter of credit or otherwise in a manner reasonably satisfactory to the applicable Issuing Bank and the First Lien Agent and in a face amount to be reasonably determined by the Borrower and the applicable Issuing Bank, or such Letter of Credit has
been deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank and the First Lien Agent) or (y) such Event of Default shall have been cured or waived. 



  
 F-3 














	 	(iii)	 If any payment or distribution of any character, whether in cash, securities or other property (other than
Restructured Securities), in respect of this Note is (despite these subordination provisions) received by any Affected Payee in violation of the foregoing clause (i) or (ii), such payment or distribution shall be held in trust for
the benefit of, and shall be paid over or delivered in accordance with the relevant Collateral Documents, the First Lien Agent or the Second Lien Agent, on behalf of the applicable Secured Parties, subject to the terms of the Initial Intercreditor
Agreement. 


  

	 	(iv)	 Each Affected Payee agrees to file all claims against each relevant Affected Payor in any bankruptcy or other
proceeding in which the filing of claims is required by law in respect of any Senior Indebtedness and the Agents shall be entitled to all of such Affected Payee’s rights thereunder. If for any reason an Affected Payee fails to file such claim
at least 10 days prior to the last date on which such claim is required to be filed, such Affected Payee hereby irrevocably appoints each Agent as its true and lawful attorney-in-fact and each Agent is hereby authorized to act as attorney-in-fact in
such Affected Payee’s name to file such claim or, in such Agent’s discretion, to assign such claim to and cause proof of claim to be filed in the name of such Agent or its nominee. In all such cases, whether in administration, bankruptcy
or otherwise, the person or persons authorized to pay such claim shall pay to the applicable Agent the full amount payable on the claim in the proceeding, and, to the full extent necessary for that purpose, each Affected Payee hereby assigns to each
of the Agents all of such Affected Payee’s rights to any payments or distributions to which such Affected Payee otherwise would be entitled. If the amount so paid is greater than such Affected Payor’s liability hereunder, the Agents shall
pay the excess amount to the party entitled thereto under the applicable Intercreditor Agreement and applicable law. In addition, upon the occurrence and during the continuance of an Event of Default (as defined in the First Lien Credit Agreement
and the Second Lien Credit Agreement, as applicable), each Affected Payee hereby irrevocably appoints each Agent as its attorney-in-fact to exercise all of such Affected Payee’s voting rights in connection with any bankruptcy proceeding or any
plan for the reorganization of each relevant Affected Payor. 


 Except as otherwise set forth in clauses
(i) and (ii) above, any Payor is permitted to pay, and any Payee is entitled to receive, any payment or prepayment of principal and interest on the Indebtedness evidenced by this Note. 

To the fullest extent permitted by applicable law, no present or future holder of Senior Indebtedness shall at any time or in any way be
prejudiced or impaired in its right to enforce the subordination of this Note by any act or failure to act on the part of any Affected Payor or Affected Payee or by any act or failure to act on the part of such holder or any trustee or agent for
such holder, or by any noncompliance by the Payor with the terms and provisions of the Note, regardless or any knowledge thereof which any such holder may have or be otherwise charged with. Each Affected Payee and each Affected Payor hereby agrees
that the subordination of this Note is for the benefit of each Agent, each Issuing Bank and the other Secured Parties. Each Agent and the other Secured Parties are obligees under this Note to the same extent as if their names were written herein as
such and each Agent (or other applicable representative) may, on behalf of itself, and the Secured Parties, proceed to enforce the subordination provisions herein, in each case, subject to the terms of the Initial Intercreditor Agreement. In the
event that the Borrower incurs any Additional First Lien Obligations pursuant to the terms of the Initial Intercreditor Agreement, all applicable references herein to the First Lien Obligations, the First Lien Credit Agreement and the First Lien
Financing Documents shall be deemed to include the then-outstanding Additional First Lien Obligations and all related First Lien Documents, respectively, and in the event that the Borrower incurs any Additional Second Lien Obligations pursuant to
the terms of the Initial Intercreditor Agreement, all applicable references herein to the Second Lien Obligations, the Second Lien Credit Agreement and the Second Lien Financing Documents shall be deemed to include the then-outstanding Additional
Second Lien Obligations and all related Second Lien Documents. 

  
 F-4 













 The holders of the Senior Indebtedness may, without in any way affecting the obligations of
the holder of the Note with respect hereto, at any time or from time to time and in their absolute discretion, change the manner, place or terms of payment of, change or extend the time of payment of, or renew or alter, any Senior Indebtedness or
amend, modify or supplement any agreement or instrument governing or evidencing such Senior Indebtedness or any other document referred to therein, or exercise or refrain from exercising any other of their rights under the Senior Indebtedness
including, without limitation, the waiver of default thereunder and the release of any collateral securing such Senior Indebtedness, all without notice to or assent from any Payor or Payee. 

The Indebtedness evidenced by this Note owed by any Payor that is not a Loan Party shall not be subordinated to, and shall rank pari passu in right of
payment with, any other obligation of such Payor. 
 Nothing contained in the subordination provisions set forth above is intended to or will impair, as
between each Payor and each Payee, the obligations of such Payor, which are absolute and unconditional, to pay to such Payee the principal of and interest on this Note as and when due and payable in accordance with its terms, or is intended to or
will affect the relative rights of such Payee and other creditors of such Payor other than the holders of Senior Indebtedness. 
 Each Payee
is hereby authorized (but not required) to record all loans and advances made by it to any Payor (all of which shall be evidenced by this Note), and all repayments or prepayments thereof, in its books and records, such books and records constituting
prima facie evidence of the accuracy of the information contained therein. For the avoidance of doubt, this Note shall not in any way replace, or affect the principal amount of, any intercompany loan outstanding between any Payor and any
Payee prior to the execution hereof. 
 Each Payor hereby waives presentment, demand, protest or notice of any kind in connection with this
Note. Except to the extent of any taxes required by law to be withheld, all payments under this Note shall be made without offset, counterclaim or deduction of any kind. 

This Note shall be binding upon each Payor and its successors and assigns, and the terms and provisions of this Note shall inure to the
benefit of each Payee and their respective successors and assigns, including subsequent holders hereof. 
 If, at any time, all or part of
any payment with respect to Senior Indebtedness theretofore made by the Payor or any other Person or entity is rescinded or must otherwise be returned by the holders of the Senior Indebtedness for any reason whatsoever (including, without
limitation, the insolvency, bankruptcy or reorganization of the Payor or such other Person or entity), the subordination provisions set forth herein shall continue to be effective or be reinstated, as the case may be, all as though such payment had
not been made. 
 If any Payee acquires, by indemnification, subrogation or otherwise, any lien, estate, right or other interest in any of
the assets or properties of any Payor, that lien, estate, right or other interest shall be subordinate in right of payment to the Senior Indebtedness and the lien of the Senior Indebtedness as provided herein, and each Payee hereby waives any and
all rights it may acquire by subrogation or otherwise to any lien of the Senior Indebtedness or any portion thereof until such time as all Senior Indebtedness has been repaid in full in cash. 

  
 F-5 













 From time to time after the date hereof, additional subsidiaries of the Borrower may become
parties hereto (as Payor and/or Payee, as the case may be) by executing a counterpart signature page hereto, which shall be automatically incorporated into this Note (each additional Subsidiary, an “Additional Party”). Upon delivery
of such counterpart signature page to the Payees, notice of which is hereby waived by the other Payors, each Additional Party shall be a Payor and/or a Payee, as the case may be, and shall be as fully a party hereto as if such Additional Party were
an original signatory hereof. Each Payor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Payor or Payee hereunder. This Note shall be fully effective as to any Payor
or Payee that is or becomes a party hereto regardless of whether any other person becomes or fails to become or ceases to be a Payor or Payee hereunder. 

Indebtedness governed by this Note shall be maintained in “registered form” within the meaning of Section 163(f) of the
Internal Revenue Code of 1986, as amended. The Payor or its designee (which shall, (x) at the First Lien Agent’s request, be the First Lien Agent or (y) upon the Discharge of the First Lien Obligations, at the Second Lien Agent’s
request, be the Second Lien Agent, in each case, acting solely for these purposes as agent of the Payor) shall record the transfer of the right to payments of principal and interest on the Indebtedness governed by this Note to holders of the Senior
Indebtedness in a register (the “Register”), and no such transfer shall be effective until entered in the Register. 
 THIS
NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 [Signature Pages Follow] 

  
 F-6 













 
			
	Holdings:
	
	WILCO INTERMEDIATE HOLDINGS, INC.
		
	By:	 	  

		 	Name:
		 	Title:
	
	Borrower:
	
	ATI HOLDINGS ACQUISITION, INC.
		
	By:	 	  

		 	Name:
		 	Title:



  
 SIGNATURE
PAGE TO INTERCOMPANY NOTE 













 
			
	Subsidiaries:
	
	 ADVANCED PHYSICAL THERAPY, LLC

	 APPLE PHYSICAL THERAPY, LLC

	 ATHLETIC & THERAPEUTIC INSTITUTE OF BOLINGBROOK, LLC

	 ATHLETIC & THERAPEUTIC INSTITUTE OF BOURBONNAIS, LLC

	 ATHLETIC & THERAPEUTIC INSTITUTE OF MILWAUKEE, LLC

	 ATHLETIC & THERAPEUTIC INSTITUTE OF NAPERVILLE, LLC

	 ATI HOLDINGS, INC.

	 ATI HOLDINGS, LLC

	 ATI HOLDINGS MISSOURI, LLC

	 ATI HOLDINGS OF ARIZONA, LLC

	 CARL GUSTAFSON, LLC

	 IDEAL PHYSICAL THERAPY OF TEXAS, LLC

	 IDEAL PHYSICAL THERAPY OF TEXAS ADDISON, LLC

	 IDEAL PHYSICAL THERAPY OF TEXAS DALLAS-NORTH, LLC

	 IDEAL PHYSICAL THERAPY OF TEXAS LAS COLINAS, LLC

	 IDEAL PHYSICAL THERAPY OF TEXAS N.CARROLLTON PT, LLC

	 IDEAL PHYSICAL THERAPY OF TEXAS PLANO MEDICAL CENTER, LLC

	 MCM REHABILITATION, LLC

	 MICHIGAN REHABILITATION SPECIALISTS OF FOWLERVILLE, LLC

	 NEW CENTURY REHABILITATION, LLC

	 OHIO CENTERS FOR HAND & PHYSICAL REHABILITATION, LLC

	 PERFORMANCE REHABILITATION OF WESTERN NEW ENGLAND, LLC

	 PROAXIS GREENVILLE, LLC

	 PROAXIS THERAPY, LLC

	 PROAXIS THERAPY NC, LLC

	 PROAXIS THERAPY SC, LLC

	 QUANTUM PHYSICAL THERAPY CENTERS –

	 YPSILANTI LLC

	 THI OF NEVADA AT DESERT VALLEY THERAPY, LLC

	 TOUCHSTONE HOLDCO LLC

		
	By:	 	  

		 	Name:
		 	Title:



  
 SIGNATURE
PAGE TO INTERCOMPANY NOTE 













 EXHIBIT G 

[FORM OF] 
 INITIAL
INTERCREDITOR AGREEMENT 
 [CIRCULATED SEPARATELY] 

  
 G-1 













 EXHIBIT H 

[FORM OF] 
 INTEREST ELECTION
REQUEST 
 Barclays Bank PLC 
 as Administrative Agent for the
Lenders referred to below 
 1301 Sixth Avenue 
 New York, New
York 10019 
 Attn: Jason Cooper 
 Phone: (302) 286-2235

 Email: Jason.x.Cooper@barclays.com/12145455230@TLS.LDSPROD.com 

[•] [•], 20[•]36 

Ladies and Gentlemen: 
 Reference is hereby made
to that certain First Lien Credit Agreement, dated as of May 10, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the date hereof, the “First Lien Credit Agreement”), by and
among, inter alios, Wilco Intermediate, Inc., a Delaware corporation, ATI Holdings Acquisition, Inc., a Delaware corporation (as successor by merger to Wilco Purchaser, Inc., a Delaware corporation) (the “Borrower”), the
Lenders from time to time party thereto, Barclays Bank PLC (“Barclays”), in its capacities as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”) and as an
Issuing Bank and the Swingline Lender, HSBC Bank USA, N.A., as an Issuing Bank, and Barclays, HSBC Securities (USA) Inc. and Jefferies Finance, LLC, as joint lead arrangers and joint bookrunners. Terms defined in the First Lien Credit Agreement are
used herein with the same meanings unless otherwise defined herein. 
 The undersigned hereby gives you notice pursuant to
Section 2.08 of the First Lien Credit Agreement of an interest rate election, and in that connection sets forth below the terms thereof: 

(A) [on [insert applicable date] (which is a Business Day), the undersigned will convert $[•]37 of the aggregate outstanding principal amount of the [Term][Revolving] Loans, bearing interest at the [ABR][LIBO Rate], into a [LIBO Rate][ABR] Loan [and, in the case of a LIBO Rate Loan, having an
Interest Period of [•] month(s)]38[; and][.]] 
  

 

	36 	 The Administrative Agent must be notified in writing, which must be received by the Administrative Agent (by
hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) ) not later than (i) 1:00 p.m. three Business Days prior to the requested day of any conversion or continuation of LIBO Rate Loans (or one
Business Day in the case of any conversion or continuation of LIBO Rate Loans on the Closing Date) and (ii) 9:00 a.m. on the requested date of any conversion of any Borrowing to ABR Loans (or, in each case, such later time as is acceptable to
the Administrative Agent); provided, however, that if the Borrower wishes to request a conversion or continuation of LIBO Rate Loans with an Interest Period of other than one, two, three or six months in duration as provided in the
definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five Business Days prior to the requested date of such conversion or continuation,
whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the
requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. 



	37 	 Subject to Section 2.02(c) of the First Lien Credit Agreement. 



	38 	 Must be a period contemplated by the definition of “Interest Period.” 



  
 H-1 













 (B) [on [insert applicable date] (which is a Business Day), the undersigned will continue
$[•] of the aggregate outstanding principal amount of the [Term][Revolving] Loans bearing interest at the LIBO Rate, as LIBO Rate Loans having an Interest Period of [•] month(s)39.] 

[Signature Page Follows] 
  

 
 39 Must be a period contemplated by the definition of “Interest Period.” 

  
 H-2 













 
			
	ATI HOLDINGS ACQUISITION, INC.
		
	By:	 	  

		 	Name:
		 	Title:
		 	



  
 H-3 













 EXHIBIT I 

[FORM OF] 
 GUARANTY AGREEMENT 

[CIRCULATED SEPARATELY] 

  
 I-1 













 EXHIBIT J 

[FORM OF] 
 PERFECTION CERTIFICATE

 [•] [•], 20[•] 

Reference is hereby made to (i) that certain First Lien Credit Agreement dated as of May 10, 2016 (as amended, restated, amended and
restated, supplemented or otherwise modified and in effect on the date hereof, the “First Lien Credit Agreement”), by and among, inter alios, Wilco Intermediate Holdings, Inc., a Delaware corporation
(“Holdings”), ATI Holdings Acquisition, Inc., a Delaware corporation (as successor by merger to Wilco Purchaser, Inc., a Delaware corporation) (the “Borrower”),, the lenders from time to time party thereto, Barclays
Bank PLC, in its capacities as administrative agent and collateral agent for the Lenders party thereto (in such capacities, the “First Lien Administrative Agent”) and as an Issuing Bank and the Swingline Lender and HSBC Bank USA,
N.A., as an Issuing Bank, (ii) that certain First Lien Pledge and Security Agreement, dated as of May 10, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the date hereof, the
“First Lien Security Agreement”), by and among the Loan Parties from time to time party thereto and the First Lien Administrative Agent, (iii) that certain Second Lien Credit Agreement, dated as of May 10, 2016 (as
amended, restated, amended and restated, supplemented or otherwise modified in effect on the date hereof, the “Second Lien Credit Agreement” and, together with the First Lien Credit Agreement, each, a “Credit
Agreement” and, collectively, the “Credit Agreements”), by and among, inter alios, Holdings, the Borrower, the lenders from time to time party thereto and Wilmington Trust, National Association, in its capacities as
administrative agent and collateral agent for the lenders party thereto (in its capacities as administrative agent and collateral agent, the “Second Lien Administrative Agent” and, together with the First Lien Administrative Agent,
each, an “Administrative Agent” and collectively, the “Administrative Agents”) and (iv) that certain Second Lien Pledge and Security Agreement, dated as of May 10, 2016 (as amended, restated, amended and
restated, supplemented or otherwise modified and in effect on the date hereof, the “Second Lien Security Agreement” and, together with the First Lien Security Agreement, each, a “Security Agreement” and
collectively, the “Security Agreements”), by and among the Loan Parties from time to time party thereto and the Second Lien Administrative Agent. Capitalized terms used but not defined herein have the meanings assigned to such terms
in the relevant Security Agreement. 
 As used herein, the term “Company” means [•]. 

As of the date hereof, the undersigned hereby represents and warrants to each Administrative Agent for the benefit of the Secured Parties as
follows: 
 1. Names. (a) The exact legal name of [each][the] Company, as such name appears in its [respective] Organizational
Documents filed with the Secretary of State of [such][the] Company’s jurisdiction of organization is set forth in Schedule 1(a). [Each][The] Company is the type of entity disclosed next to its name in Schedule 1(a). Also set forth
in Schedule 1(a) is the organizational identification number, if any, of [each][the] Company, the Federal Taxpayer Identification Number of [each][the] Company and the jurisdiction of organization of [each][the] Company. 

(b) Except as otherwise disclosed in Schedule 1(c) or Schedule 1(d), set forth in Schedule 1(b) hereto is (i) any
other legal name that [any][the] Company has had, together with the date of the relevant change and (ii) all other names used by [each][the] Company on any filings with the Internal Revenue Service at any time, in each case, in the past five
years. 
 (c) Set forth in Schedule 1(c) is a list of the information required by Section 1(a) of this certificate for any
other Person (i) to which [any][the] Company became the successor by merger, consolidation or acquisition or (ii) that has been liquidated into, or transferred all or substantially all of its assets to, [any][the] Company, at any time
within the past five years. 

  
 J-1 













 (d) Except as set forth in Schedule 1(d), or as otherwise disclosed in Schedule
1(c), [no Company has][the Company has not] changed its jurisdiction of organization or form of entity at any time during the past four months. 

2. Locations. The chief executive office of [each][the] Company is currently located at the address set forth in Schedule 2
hereto. 
 3. Stock Ownership and Other Equity Interests. Attached hereto as Schedule 3 is a true and correct list of all of
the issued and outstanding stock, partnership interests, limited liability company membership interests or other equity interests owned by [any][the] Company constituting Pledged Stock, the beneficial owners of such stock, partnership interests,
membership interests or other equity interests and the percentage of the total issued and outstanding stock, partnership interests, membership interests or other equity interests of the relevant issuer represented thereby. 

4. Instruments and Tangible Chattel Paper. Attached hereto as Schedule 4 is a true and correct list of all Instruments (other
than checks to be deposited in the ordinary course of business) and Tangible Chattel Paper, in each case, having a face amount exceeding $6,000,000, held by [any][the] Company as of the date hereof, including the names of the obligors, the amounts
owing and the due dates. 
 5. Intellectual Property. (a) Attached hereto as Schedule 5(a) is a schedule setting forth all
of [each][the] Company’s United States Patents and United States Trademarks registered with and published by (or applied for in) the United States Patent and Trademark Office (excluding, for the avoidance of doubt, any United States Patent or
United States Trademark that has expired or been abandoned, but including United States Trademarks that would constitute Collateral upon the filing of a “Statement of Use” or an “Amendment to Allege Use” with respect thereto),
including the name of the registered owner and the registration or publication number (or, if applicable, the applicant and the application number) of each such United States Patent and United States Trademark. 

(b) Attached hereto as Schedule 5(b) is a schedule setting forth all of [each][the] Company’s Copyrights registered with (or
applied for in) the United States Copyright Office (excluding, for the avoidance of doubt, any Copyright that has expired or been abandoned), including the name of the registered owner and the registration number (or, if applicable, the applicant
and the application number) of each such Copyright. 
 6. Commercial Tort Claims. Attached hereto as Schedule 6 is a true and
correct list of all Commercial Tort Claims with an individual value of at least $7,500,000 (as reasonably determined by the Borrower), held by [any][the] Company, including a brief description thereof. 

[Signature Page Follows] 

  
 J-2 













 IN WITNESS WHEREOF, the undersigned has hereunto signed this Perfection Certificate as of
the date first written of above. 
  

					
	[•]	 		 	
		
	By:	 	  

		 	Name:	 	[•]
		 	Title:	 	[•]



  
 J-3 













 SCHEDULE 1(A) 

LEGAL NAMES 
  

									
	 Legal Name
	  	 Jurisdiction
	  	 Type
	  	 Organizational

Number
	  	 Federal Taxpayer
Identification Number

					
	  
	  	  
	  	  
	  	  
	  	  

					
	  
	  	  
	  	  
	  	  
	  	  

					
	  
	  	  
	  	  
	  	  
	  	  

					
	  
	  	  
	  	  
	  	  
	  	  



  
 SCHEDULE
1(A) TO EXHIBIT J 













 SCHEDULE 1(B) 

PRIOR ORGANIZATIONAL NAMES 
  

					
	 Company
	  	 Prior Legal Name
	  	 Date of Change

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  



  
 SCHEDULE
1(B) TO EXHIBIT J 













 SCHEDULE 1(C) 

PREDECESSOR ENTITIES 
  

									
	 Company
	  	 Action
	  	 Legal Name of

Predecessor Entity
	  	 Jurisdiction of

Organization of
 Predecessor
Entity
	  	 Date

					
	  
	  	  
	  	  
	  	  
	  	  

					
	  
	  	  
	  	  
	  	  
	  	  

					
	  
	  	  
	  	  
	  	  
	  	  

					
	  
	  	  
	  	  
	  	  
	  	  

					
	  
	  	  
	  	  
	  	  
	  	  



  
 SCHEDULE
1(C) TO EXHIBIT J 













 SCHEDULE 1(D) 

CHANGES IN JURISDICTION OR FORM; OTHER NAMES 
  

	A.	 Changes in Jurisdiction or Form 



 

							
	 Company
	  	 Current Jurisdiction of Organization/
Form
	  	 Prior Jurisdiction of Organization/
Form
	  	 Date of Change

				
	  
	  	  
	  	  
	  	  

				
	  
	  	  
	  	  
	  	  

				
	  
	  	  
	  	  
	  	  

				
	  
	  	  
	  	  
	  	  

				
	  
	  	  
	  	  
	  	  


  

	B.	 Other Names on IRS Filings 



 

			
	 Company
	  	 Prior Name on IRS Filing

		
	  
	  	  

		
	  
	  	  

		
	  
	  	  

		
	  
	  	  



  
 SCHEDULE
1(D) TO EXHIBIT J 













 SCHEDULE 2 

CHIEF EXECUTIVE OFFICE ADDRESSES 
  

			
	 Company
	  	 Address

		
	  
	  	  

		
	  
	  	  

		
	  
	  	  

		
	  
	  	  

		
	  
	  	  



  
 SCHEDULE 2
TO EXHIBIT J 













 SCHEDULE 3 

PLEDGED STOCK 
  

									
	 Issuer
	  	 Holder
	  	 Certificate No.
	  	 No. Shares/Interest
	  	 % of Issued and

Outstanding Shares

					
	  
	  	  
	  	  
	  	  
	  	  

					
	  
	  	  
	  	  
	  	  
	  	  

					
	  
	  	  
	  	  
	  	  
	  	  

					
	  
	  	  
	  	  
	  	  
	  	  



  
 SCHEDULE 3
TO EXHIBIT J 













 SCHEDULE 4 

INSTRUMENTS AND TANGIBLE CHATTEL PAPER 
  

	1.	 Promissory Notes/Instruments: 



 

							
	 Obligee
	  	 Obligor
	  	 Principal Amount
	  	 Maturity

				
	  
	  	  
	  	  
	  	  

				
	  
	  	  
	  	  
	  	  

				
	  
	  	  
	  	  
	  	  

				
	  
	  	  
	  	  
	  	  


  

	2.	 Tangible Chattel Paper: 



  
 SCHEDULE 4
TO EXHIBIT J 













 SCHEDULE 5(A) 

PATENTS AND TRADEMARKS 
 PATENTS 

 

					
	 REGISTERED OWNER
	  	 SERIAL NUMBER
	  	 DESCRIPTION

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  



PATENT APPLICATIONS 
  

					
	 APPLICANT
	  	 APPLICATION NO.
	  	 DESCRIPTION

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  



TRADEMARKS 
  

					
	 REGISTERED OWNER
	  	 REGISTRATION NUMBER
	  	 TRADEMARK

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  



TRADEMARK APPLICATIONS 
  

					
	 APPLICANT
	  	 APPLICATION NO.
	  	 TRADEMARK

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  



  
 SCHEDULE
5(A) TO EXHIBIT J 













 SCHEDULE 5(B) 

COPYRIGHTS 
 COPYRIGHTS 

 

					
	 REGISTERED OWNER
	  	 REGISTRATION NUMBER
	  	 TITLE

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  



COPYRIGHT APPLICATIONS 
  

					
	 APPLICANT
	  	 APPLICATION NUMBER
	  	 TITLE

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  



  
 SCHEDULE
5(B) TO EXHIBIT J 













 SCHEDULE 6 

COMMERCIAL TORT CLAIMS 

  
 SCHEDULE 6
TO EXHIBIT J 













 EXHIBIT K 

[FORM OF] JOINDER AGREEMENT 
 A.
SUPPLEMENT NO. [•] dated as of [•] (this “Supplement”), to (a) the First Lien Pledge and Security Agreement dated as of May 10, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified
from time to time, the “Security Agreement”), by and among Wilco Intermediate Holdings, Inc., a Delaware corporation (“Holdings”), ATI Holdings Acquisition, Inc., a Delaware Corporation (the
“Borrower”), the Subsidiary Guarantors (as defined in the Credit Agreement referenced below) from time to time party thereto (the foregoing, collectively, the “Grantors”) and Barclays Bank PLC, in its capacity as
administrative agent and collateral agent for the Secured Parties (in such capacities, the “Administrative Agent”) and (b) the First Lien Loan Guaranty dated as of May 10, 2016 (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “Loan Guaranty”), by and among Holdings, the Subsidiary Guarantors from time to time party thereto and the Administrative Agent. 

B. Reference is made to the First Lien Credit Agreement dated as of May 10, 2016, (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among, inter alios, Holdings, the Borrower, the lenders from time to time party thereto and the Administrative Agent. C. Capitalized terms
used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement, the Security Agreement or the Loan Guaranty, as applicable. 

D. The applicable Loan Parties have entered into the Security Agreement and the Loan Guaranty in order to induce the Lenders to make Loans.
Section 7.10 of the Security Agreement, Section 3.04 of the Loan Guaranty and Section 5.12 of the Credit Agreement provide that additional subsidiaries of the Borrower may become Subsidiary Guarantors under the
Security Agreement and the Loan Guaranty by executing and delivering an instrument in the form of this Supplement. [The] [Each] undersigned Restricted Subsidiary (the “New Subsidiary”) is executing this Supplement in accordance with
the requirements of the Credit Agreement to become a Grantor under the Security Agreement and a Subsidiary Guarantor under the Loan Guaranty in order to induce the Lenders to make additional Loans and as consideration for Loans previously made and
to Guaranty and secure the Secured Obligations, including [its] [their] obligations under the Loan Guaranty, each Hedge Agreement the obligations under which constitute Secured Hedging Obligations and agreements relating to Banking Services the
obligations under which constitute Banking Services Obligations. 
 Accordingly, the Administrative Agent and [the] [each] New Subsidiary
agree as follows: 
 SECTION 1. In accordance with Section 7.10 of the Security Agreement, [the] [each] New Subsidiary by its
signature below becomes a Subsidiary Guarantor and a Grantor under the Security Agreement with the same force and effect as if originally named therein as a Grantor, and [the] [each] New Subsidiary hereby (a) agrees to all the terms and
provisions of the Security Agreement applicable to it as a Grantor thereunder and (b) makes the representations and warranties applicable to it as a Grantor under the Security Agreement[, subject to Schedule A hereto,] on and as of the
date hereof; it being understood and agreed that any representation or warranty that expressly relates to an earlier date shall be deemed to refer to the date hereof. In furtherance of the foregoing, [the] [each] New Subsidiary, as security for the
payment and performance in full of the Secured Obligations, does hereby create and grant to the Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, their successors and permitted assigns, a security
interest in and Lien on all of [the] [each] New 

  
 K-1 













 
Subsidiary’s right, title and interest in and to the Collateral of [the] [each] New Subsidiary. Upon the effectiveness of this Supplement, each reference to a “Grantor” and
“Subsidiary Guarantor” in the Security Agreement shall be deemed to include [the] [each] New Subsidiary. The Security Agreement is hereby incorporated herein by reference. 

SECTION 2. [Each] [The] New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, [each] [the] New
Subsidiary will be deemed to be a Loan Guarantor under the Loan Guaranty and a Loan Guarantor for all purposes of the Credit Agreement and shall have all of the rights, benefits, duties and obligations of a Loan Guarantor thereunder as if it had
executed the Loan Guaranty. [Each] [The] New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Loan Guaranty. Without limiting the generality of the foregoing
terms of this paragraph 1, [each] [the] New Subsidiary hereby absolutely and unconditionally guarantees, jointly and severally with the other Loan Guarantors, to the Administrative Agent and the Secured Parties, the prompt payment of the
Guaranteed Obligations in full when due (whether at stated maturity, upon acceleration or otherwise) to the extent of and in accordance with the Loan Guaranty. [Each] [The] New Subsidiary hereby waives acceptance by the Administrative Agent and the
Secured Parties of the guaranty by the New Subsidiary upon the execution of this Agreement by [each] [the] New Subsidiary. [Each] [The] New Subsidiary hereby (x) makes, as of the date hereof, the representation and warranty set forth in
Section 2.10 of the Loan Guaranty[, except as set forth on Schedule A hereto,]40 and (y) agrees to perform and observe, and to cause each of its Restricted Subsidiaries to perform
and observe, the covenant set forth in Section 2.11 of the Loan Guaranty. 
 SECTION 3. [The] [Each] New Subsidiary represents
and warrants to the Administrative Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its
terms, subject to the Legal Reservations. 
 SECTION 4. This Supplement 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 Supplement shall become effective when the Administrative Agent shall have received a counterpart of
this Supplement that bears the signature of [the] [each] New Subsidiary and the Administrative Agent has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by facsimile transmission or by email as a
“.pdf” or “.tif” attachment shall be as effective as delivery of a manually signed counterpart of this Supplement. SECTION 5. Attached hereto is a duly prepared, completed and executed Perfection Certificate, which includes
information with respect to [the] [each] New Subsidiary, and [the] [each] New Subsidiary hereby represents and warrants that the information set forth therein with respect to itself is correct and complete in all material respects as of the date
hereof. 
 SECTION 6. Except as expressly supplemented hereby, the Loan Guaranty and the Security Agreement shall remain in full force and
effect. 
 SECTION 7. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

  
 K-2 













 SECTION 8. In case any one or more of the provisions contained in this Supplement is
invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Security Agreement shall not in any way be affected or impaired thereby (it being understood that the
invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The Borrower and the Administrative Agent shall endeavor in good-faith negotiations to
replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 

SECTION 9. All communications and notices hereunder shall be in writing and given as provided in Section 9.01 of the Credit
Agreement. SECTION 10. [The] [Each] New Subsidiary agrees to reimburse the Administrative Agent for its expenses in connection with this Supplement, including the fees, other charges and disbursements of counsel in accordance with
Section 9.03(a) of the Credit Agreement. SECTION 11. This Supplement shall constitute a Loan Document, under and as defined in, the Credit Agreement. 

[Signature pages follow] 
  

 

	40 	 Subject to Section 5.12(c)(x) of the Credit Agreement. 



  
 K-3 













 IN WITNESS WHEREOF, [each] [the] New Subsidiary has duly executed this Supplement to the
Security Agreement as of the day and year first above written. 
  

			
	[NAME OF NEW SUBSIDIARY]
		
	By:	 	          

	Name:	 	
	Title:	 	



  
 K-4 













 [SCHEDULE A 

CERTAIN EXCEPTIONS] 

SCHEDULE A TO EXHIBIT K 












 EXHIBIT L 

[FORM OF] 
 PROMISSORY NOTE 

 

			
	 $[•]
	  	New York, New York
		  	[•][•],20[•]

 FOR VALUE RECEIVED, the undersigned ATI Holdings Acquisition, Inc., a Delaware corporation (successor by
merger to Wilco Purchaser, Inc., a Delaware corporation (the “Borrower”), hereby jointly and severally promises to pay on demand to [•] (the “Lender”) or its registered permitted assign, at the office of
Barclays Bank PLC (“Barclays”) at 1301 Sixth Avenue, New York, New York 10019, [Term] [Revolving] [Swingline] Loans in the principal amount of $[•] or such lesser amount as is outstanding from time to time, on the dates and in
the amounts set forth in the First Lien Credit Agreement, dated as of May 10, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the date hereof, the “First Lien Credit
Agreement”), by and among, inter alios, Wilco Intermediate Holdings, Inc., a Delaware corporation, the Lenders from time to time party thereto, Barclays, in its capacities as administrative agent and collateral agent for the Lenders
(in such capacities, the “Administrative Agent”) and as an Issuing Bank and the Swingline Lender, HSBC Bank USA, N.A., as an Issuing Bank, and Barclays, HSBC Securities (USA) Inc. and Jefferies Finance, LLC, as joint lead arrangers
and joint bookrunners. The Borrower also promises to pay interest from the date of such Loans on the principal amount thereof from time to time outstanding, in like Dollars, at such office, in each case, in the manner and at the rate or rates per
annum and payable on the dates provided in the First Lien Credit Agreement. Terms used but not defined herein shall have the meanings assigned to such terms in the First Lien Credit Agreement. 

The Borrower promises to pay interest on any overdue principal and, to the extent permitted by applicable Requirements of Law, overdue
interest from the relevant due dates, in each case, in the manner, at the rate or rates and under the circumstances provided in the First Lien Credit Agreement. 

The Borrower hereby waives diligence, presentment, demand, protest and notice of any kind to the extent possible under any applicable
Requirements of Law. The non-exercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. 

All Borrowings evidenced by this promissory note and all payments and prepayments of the principal hereof and interest hereon and the
respective dates thereof shall be endorsed by the holder hereof on the schedules attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its
internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrower under this Note. 

This promissory note is one of the promissory notes referred to in the First Lien Credit Agreement that, among other things, contains
provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the
First Lien Credit Agreement, all upon the terms and conditions therein specified. This promissory note is entitled to the benefit of the First Lien Credit Agreement, and the obligations hereunder are guaranteed and secured as provided therein and in
the other Loan Documents referred to in the First Lien Credit Agreement. 
 If any assignment by the Lender holding this promissory note
occurs after the date of the issuance hereof, the Lender agrees that it shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender this promissory note to the Administrative Agent for cancellation. 

  
 L-1 













 THE ASSIGNMENT OF THIS PROMISSORY NOTE AND ANY RIGHTS WITH RESPECT THERETO ARE SUBJECT TO
THE PROVISIONS OF THE FIRST LIEN CREDIT AGREEMENT, INCLUDING THE PROVISIONS GOVERNING THE REGISTER AND THE PARTICIPANT REGISTER. 
 THIS
PROMISSORY NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. 
 [Remainder of Page Intentionally
Left Blank] 

  
 L-2 













 
			
	ATI HOLDINGS ACQUISITION, INC.,
		
	By:	 	          

	Name:	 	
	Title:	 	



  
 L-3 













 SCHEDULE A 

LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS 
  

													
	 Date
	  	 Amount of ABR
Loans
	  	 Amount Converted to
ABR Loans
	  	 Amount of
Principal of ABR
Loans Repaid
	  	 Amount of ABR
Loans Converted to
LIBO Rate Loans
	  	 Unpaid Principal
Balance of ABR
Loans
	  	 Notation Made By



LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF LIBO RATE LOANS 
  

															
	 Date
	  	 Amount of LIBO Rate
Loans
	  	 Amount Converted to
LIBO Rate Loans
	  	Interest Period
and LIBO Rate
with
Respect Thereto	  	Amount
of
Principal
of LIBO
Rate
Loans
Repaid	  	Amount
of LIBO
Rate
Loans
Converted
to ABR
Loans	  	Unpaid
Principal
Balance
of LIBO
Rate
Loans	  	Notation
Made
By


  
 SCHEDULE A
TO EXHIBIT L 














															
	 Date
	  	 Amount of
LIBO Rate
Loans
	  	 Amount
Converted to
LIBO Rate
Loans
	  	 Interest Period
and LIBO
Rate
with
Respect Thereto
	  	 Amount of
Principal of
LIBO Rate
Loans Repaid
	  	 Amount of
LIBO Rate
Loans Converted
to ABR Loans
	  	 Unpaid Principal
Balance of LIBO
Rate Loans
	  	 Notation Made
By



 

  
 SCHEDULE A
TO EXHIBIT L 













 EXHIBIT M 

[FORM OF] 
 FIRST LIEN PLEDGE AND
SECURITY AGREEMENT 
 [CIRCULATED SEPARATELY] 

  
 M-1 













 EXHIBIT N 

[FORM OF] 
 LETTER OF CREDIT
REQUEST 
  

			
	[Issuing Bank],41
	as Issuing Bank	  	
		
	Attention:	  	[•]
		  	Fax: [•]
		
	with a copy to:	  	Barclays Bank PLC
		  	as Administrative Agent for the Lenders referred to below
		
	Attention:	  	Jason Cooper
		  	1301 Sixth Avenue
		  	New York, New York 10019
		  	Phone: (302) 286-2235
		  	E-mail: Jason.x.Cooper@barclays.com/12145455230@TLS.LDSPROD.com
		  	

 [•] [•] 20[•]42 

Ladies and Gentlemen: 
 We hereby request that
[•]43, as an Issuing Bank, in its individual capacity, [issue, amend, renew, extend][a/an] [existing] [Standby] [Commercial] Letter of Credit on [•]44 (the “Date of Issuance”), which 
  

	41 	 Insert name and address of the applicable Issuing Bank. For Letter of Credit Requests to Barclays Bank PLC in
its capacity as an Issuing Bank, please use the following address: 


 Barclays Bank PLC 

as Issuing Bank 
 Letter of Credit
Department 
 745 Seventh Avenue 

New York, New York 10019 
 Attn:
Dawn Townsend 
 Phone: (212) 320-7534 

Fax: (212) 412-5011 
 E-mail:
Dawn.Townsend@barclays.com/XraLetterofCredit@barclays.com 
 with a copy to: 

Barclays Bank PLC 
 745 Seventh
Avenue 
 New York, New York 10019 

Attn: Vanessa Kurbatskiy/Annie Rogosky 

Phone: (212) 526-2799/(212) 526-1075 

Fax: (212) 526-5115 
 Email:
Vanessa.kurbatskiy@barclays.com/ltmny@barclays.com 
  

	42 	 Must be delivered to the applicable Issuing Bank and the Administrative Agent, at least three Business Days in
advance of the requested date of issuance, amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank). 



	43 	 Insert name of the applicable Issuing Bank. 



	44 	 Insert date of issuance, which must be a Business Day. 



 

  
 N-1 













 Letter of Credit shall be in the aggregate amount of
[•]45 and shall be for the account of [•]46. The beneficiary of the requested Letter of Credit is [•]47, and such Letter of Credit will have a stated expiration date of [•]48. For the purposes of this Letter of Credit Request, unless otherwise
defined herein, all capitalized terms used herein and defined in the First Lien Credit Agreement, dated as of May 10, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the date hereof, the
“First Lien Credit Agreement”), by and among, inter alios, Wilco Intermediate Holdings, Inc., a Delaware corporation, ATI Holdings Acquisition, Inc., a Delaware corporation (as successor by merger to Wilco Purchaser, Inc., a
Delaware corporation) (the “Borrower”),, the Lenders from time to time party thereto, Barclays Bank PLC (“Barclays”), in its capacities as administrative agent and collateral agent for the Lenders and as an Issuing
Bank and the Swingline Lender, HSBC Bank USA, N.A. as an Issuing Bank, and Barclays, HSBC Securities (USA) Inc. and Jefferies Finance, LLC, as joint lead arrangers and joint bookrunners. 

We hereby certify that: 
  

	 	(A)	 The representations and warranties of the Loan Parties set forth in the First Lien Credit Agreement and the
other Loan Documents are true and correct in all material respects on and as of the Date of Issuance with the same effect as though such representations and warranties had been made on and as of the Date of Issuance; provided that to the extent that
a representation and warranty specifically refers to an earlier date or a given period, it is true and correct in all material respects as of such earlier date or for such period; provided, further, that, any representation and
warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates or for such
periods. 


  

	 	(B)	 [As of the Date of Issuance and immediately after giving effect to the requested Letter of Credit, no Default
or Event of Default exists.]49 


 [Signature Page Follows] 

 

	45 	 Insert aggregate initial amount of Letter of Credit. 



	46 	 Insert name of account party. 



	47 	 Insert name and address of beneficiary. 



	48 	 Date may not be later than the date referred to in Section 2.05(b) of the First Lien Credit
Agreement. 



	49 	 Include bracketed language only for issuances, amendments, modifications, extensions of renewals of Letters of
Credit after Closing Date. 



  
 N-2 













 
			
	[WILCO PURCHASER, INC.]50
		
	By:	 	          

		 	Name:
		 	Title:
	
	[ATI HOLDINGS ACQUISITION, INC.]51
		
	By:	 	          

		 	Name:
		 	Title:


  

	50 	 For Letters of Credit issued on the Closing Date 



	51 	 For Letters of Credit issued after the Closing Date 



  
 N-3 













 EXHIBIT O-1 

[FORM OF] 
 U.S. TAX COMPLIANCE
CERTIFICATE 
 (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to that certain First Lien Credit Agreement, dated as of May 10, 2016 (as amended, restated, amended and
restated, supplemented or otherwise modified and in effect on the date hereof, the “First Lien Credit Agreement”), by and among, inter alios, Wilco Intermediate Holdings, Inc., a Delaware corporation, ATI Holdings
Acquisition, Inc., a Delaware corporation (as successor by merger to Wilco Purchaser, Inc., a Delaware corporation) (the “Borrower”), the Lenders from time to time party thereto, Barclays Bank PLC (“Barclays”), in
its capacities as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”) and as an Issuing Bank and the Swingline Lender, HSBC Bank USA, N.A., as an Issuing Bank, and Barclays,
HSBC Securities (USA) Inc. and Jefferies Finance, LLC, as joint lead arrangers and joint bookrunners. Unless otherwise defined herein, terms defined in the First Lien Credit Agreement and used herein shall have the meanings given to them in the
First Lien Credit Agreement. 
 Pursuant to the provisions of Section 2.17(f) of the First Lien Credit Agreement, the
undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Promissory Notes evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a
“bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (iv) it is not a
“controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code and (v) no payments in connection with any Loan Document are effectively connected with the undersigned’s conduct of a
U.S. trade or business. 
 The undersigned has furnished the Administrative Agent and the Borrower with a duly executed certificate of its
non-U.S. person status on IRS Form W-8BEN or W-8BEN-E (as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances
renders the information on this certificate obsolete, expired or inaccurate in any respect, the undersigned shall promptly so inform each of the Borrower and the Administrative Agent in writing and deliver promptly to the Borrower and the
Administrative Agent an updated certificate or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing
of its legal ineligibility to do so, and (2) the undersigned shall have at all times furnished each of the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which
each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 
  

			
	[NAME OF LENDER]
		
	By:	 	          

		 	Name:
		 	Title:


 Date: [•] [•], 20[•] 

  
 O-1-1 













 EXHIBIT O-2 

[FORM OF] 
 U.S. TAX COMPLIANCE
CERTIFICATE 
 (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to that certain First Lien Credit Agreement, dated as of May 10, 2016 (as amended, restated, amended and
restated, supplemented or otherwise modified and in effect on the date hereof, the “First Lien Credit Agreement”), by and among, inter alios, Wilco Intermediate Holdings, Inc., a Delaware corporation, ATI Holdings
Acquisition, Inc., a Delaware corporation (as successor by merger to Wilco Purchaser, Inc., a Delaware corporation) (the “Borrower”), the Lenders from time to time party thereto, Barclays Bank PLC (“Barclays”), in
its capacities as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”) and as an Issuing Bank and the Swingline Lender, HSBC Bank USA, N.A., as an Issuing Bank, and Barclays,
HSBC Securities (USA) Inc. and Jefferies Finance, LLC, as joint lead arrangers and joint bookrunners. Unless otherwise defined herein, terms defined in the First Lien Credit Agreement and used herein shall have the meanings given to them in the
First Lien Credit Agreement. 
 Pursuant to the provisions of Section 2.17(f) of the First Lien Credit Agreement, the undersigned
hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code,
(iii) it is not a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (iv) it is not a “controlled foreign corporation” related to the Borrower as described in
Section 881(c)(3)(C) of the Code, and (v) no payments in connection with any Loan Document are effectively connected with the undersigned’s conduct of a U.S. trade or business. 

The undersigned has furnished its participating Lender with a duly executed certificate of its non-U.S. person status on IRS Form W-8BEN or
W-8BEN-E (as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate
obsolete, expired or inaccurate in any respect, the undersigned shall promptly so inform such Lender in writing and deliver promptly to such Lender an updated certificate or other appropriate documentation (including any new documentation reasonably
requested by such Lender) or promptly notify such Lender in writing of its legal ineligibility to do so, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in
either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 
  

			
	[NAME OF PARTICIPANT]
		
	By:	 	          

		 	Name:
		 	Title:


 Date: [•] [•], 20[•] 

  
 O-2-1 













 EXHIBIT O-3 

[FORM OF] 
 U.S. TAX COMPLIANCE
CERTIFICATE 
 (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to that certain First Lien Credit Agreement, dated as of May 10, 2016 (as amended, restated, amended and
restated, supplemented or otherwise modified and in effect on the date hereof, the “First Lien Credit Agreement”), by and among, inter alios, Wilco Intermediate Holdings, Inc., a Delaware corporation, ATI Holdings
Acquisition, Inc., a Delaware corporation (as successor by merger to Wilco Purchaser, Inc., a Delaware corporation) (the “Borrower”), the Lenders from time to time party thereto, Barclays Bank PLC (“Barclays”), in
its capacities as administrative agent and collateral agent for the Lenders (in such capacities and together with its successors and assigns, the “Administrative Agent”) and as an Issuing Bank and the Swingline Lender, HSBC Bank
USA, N.A., as an Issuing Bank, and Barclays, HSBC Securities (USA) Inc. and Jefferies Finance, LLC, as joint lead arrangers and joint bookrunners. Unless otherwise defined herein, terms defined in the First Lien Credit Agreement and used herein
shall have the meanings given to them in the First Lien Credit Agreement. 
 Pursuant to the provisions of Section 2.17(f) of
the First Lien Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Promissory Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate,
(ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Promissory Note(s) evidencing such Loan(s)), (iii) neither the undersigned nor any of its direct or indirect partners/members is a
“bank” within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the
Code, (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) no payments in connection with any Loan
Document are effectively connected with the undersigned’s or any of its direct or indirect partners/members’ conduct of a U.S. trade or business. 

The undersigned has furnished the Administrative Agent and the Borrower with a duly executed IRS Form W-8IMY accompanied by one of the
following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E (as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E (as
applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate
changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any respect, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and
deliver promptly to the Borrower and the Administrative Agent an updated certificate or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the
Borrower and the Administrative Agent in writing of its legal ineligibility to do so, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective
certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

[Signature Page Follows] 

  
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	[NAME OF LENDER]
		
	By:	 	          

		 	Name:
		 	Title:


 Date: [•] [•], 20[•] 

  
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 EXHIBIT O-4 

[FORM OF] 
 U.S. TAX COMPLIANCE
CERTIFICATE 
 (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to that certain First Lien Credit Agreement, dated as of May 10, 2016 (as amended, restated, amended and
restated, supplemented or otherwise modified and in effect on the date hereof, the “First Lien Credit Agreement”), by and among, inter alios, Wilco Intermediate Holdings, Inc., a Delaware corporation, ATI Holdings
Acquisition, Inc., a Delaware corporation (as successor by merger to Wilco Purchaser, Inc., a Delaware corporation) (the “Borrower”), the Lenders from time to time party thereto, Barclays Bank PLC (“Barclays”), in
its capacities as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”) and as an Issuing Bank and the Swingline Lender, HSBC Bank USA, N.A., as an Issuing Bank, and Barclays,
HSBC Securities (USA) Inc. and Jefferies Finance, LLC, as joint lead arrangers and joint bookrunners. Unless otherwise defined herein, terms defined in the First Lien Credit Agreement and used herein shall have the meanings given to them in the
First Lien Credit Agreement. 
 Pursuant to the provisions of Section 2.17(f) of the First Lien Credit Agreement, the
undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation,
(iii) neither the undersigned nor any of its direct or indirect partners/members is a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10 percent
shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower as described in
Section 881(c)(3)(C) of the Code, and (vi) no payments in connection with any Loan Document are effectively connected with the undersigned’s or any of its direct or indirect partners/members’ conduct of a U.S. trade or business.

 The undersigned has furnished its participating Lender with a duly executed IRS Form W-8IMY accompanied by one of the following forms
from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E (as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E (as applicable) from each of
such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time
or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any respect, the undersigned shall promptly so inform such Lender in writing and deliver promptly to such Lender an updated certificate or
other appropriate documentation (including any new documentation reasonably requested by such Lender) or promptly notify such Lender in writing of its legal ineligibility to do so, and (2) the undersigned shall have at all times furnished such
Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

  
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	[NAME OF PARTICIPANT]
		
	By:	 	          

	Name:	 	
	Title:	 	


 Date: [•] [•], 20[•] 

  
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 EXHIBIT P 

[FORM OF] 
 SOLVENCY CERTIFICATE

 [•] [•], 20[•] 

This Solvency Certificate (this “Solvency Certificate”) is being executed and delivered pursuant to Section 4.01(j) of
that certain First Lien Credit Agreement dated as of May 10, 2016 (the “First Lien Credit Agreement”), by and among, inter alios, Wilco Intermediate Holdings, Inc., a Delaware corporation, ATI Holdings Acquisition, Inc.,
a Delaware corporation (as successor by merger to Wilco Purchaser, Inc., a Delaware corporation) (the “Borrower”), the Lenders from time to time party thereto, Barclays Bank PLC (“Barclays”), in its capacities as
administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”) and as an Issuing Bank and the Swingline Lender, HSBC Bank USA, N.A., as an Issuing Bank, and Barclays, HSBC Securities (USA)
Inc. and Jefferies Finance, LLC, as joint lead arrangers and joint bookrunners. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the First Lien Credit Agreement. 

I, [•], the [Chief Financial Officer/equivalent officer] of the Borrower, in such capacity and not in an individual capacity, hereby
certify as follows: 
 1. I am generally familiar with the businesses, financial position and assets of the Borrower and its subsidiaries, on
a consolidated basis, and am duly authorized to execute this Solvency Certificate on behalf of the Borrower pursuant to the First Lien Credit Agreement; and 

2. As of the date hereof and after giving effect to the Transactions and the incurrence of the indebtedness and obligations being incurred in
connection with the Credit Agreement and the Transactions, that, (i) the sum of the debt (including contingent liabilities) of the Borrower and its subsidiaries, taken as a whole, does not exceed the fair value of the assets of the Borrower and
its subsidiaries, taken as a whole, (ii) the present fair saleable value of the assets (on a going concern basis) of the Borrower and its subsidiaries, taken as a whole, is not less than the amount that will be required to pay the probable
liabilities of the Borrower and its subsidiaries, taken as a whole, on their debts as they become absolute and matured in accordance with their terms; (iii) the capital of the Borrower and its subsidiaries, taken as a whole, is not unreasonably
small in relation to the business of the Borrower and its subsidiaries, taken as a whole, contemplated as of the date hereof; and (iv) the Borrower and its subsidiaries, taken as a whole, do not intend to incur, or believe that they will incur,
debts (including current obligations and contingent liabilities) beyond their ability to pay such debts as they mature in accordance with their terms. For purposes of making the certifications set forth in this numbered paragraph 2, it is assumed
that the indebtedness and other obligations incurred under the Credit Facilities and the Second Lien Credit Facility will come due at their respective maturities. For the purposes hereof, the amount of any contingent liability at any time shall be
computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability. 

[Remainder of page intentionally left blank] 

  
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 IN WITNESS WHEREOF, I have executed this Solvency Certificate on the date first above
written. 
  

			
	WILCO PURCHASER, INC.
		
	By:	 	          

		 	Name:
		 	Title:



  
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 EXHIBIT Q 

[FORM OF] 
 MANAGEMENT SERVICES
AGREEMENT 
 This Management Services Agreement (the “Agreement”) dated [•] is between [•] (the
“Professional Company”) and [•] (the “Management Company”). The Professional Company and the Management Company are collectively referred to herein as the “Parties”. 

RECITALS 
 A. The
Professional Company is engaged in the provision of professional physical therapy and occupational therapy services (the “Practice”) at practice sites (the “Practice Sites”) in the jurisdictions listed on Exhibit
A (the “Applicable States”), and the Professional Company’s professional clinical staff (the “Clinical Professionals”) hold all licenses and permits necessary to engage in the Practice in the Applicable
States in which they practice medicine. 
 B. The Professional Company desires to engage the Management Company to provide and arrange
certain management, administrative and back-office services. 
 AGREEMENT 

The Parties hereby agree as follows: 
 ARTICLE
I 
 ENGAGEMENT AND AUTHORITY 

1.1 Engagement of the Management Company. On the terms and subject to the conditions contained in this Agreement, the Professional
Company hereby engages the Management Company, and the Management Company hereby accepts engagement by the Professional Company, to provide and/or arrange for the provision of the Management Services described in Article II and Exhibit
B to the Professional Company. The Professional Company expressly acknowledges that the Management Company may subcontract with third-parties for the performance of certain Management Services.  

1.2 Relationship of Parties. In performing their respective duties and obligations under this Agreement, the Parties are independent
contractors. The Parties will not be deemed to be joint venturers, partners or employees of each other.  
 1.3 Conduct of
Professional Practice. The Professional Company will solely and exclusively control the provision of professional clinical services, and the Management Company will neither have nor exercise any control or discretion over the methods by which
the Clinical Professionals render professional clinical services. Nothing in this Agreement will be construed to alter or otherwise affect the legal, ethical or professional relationships between and among the Professional Company, the Clinical
Professionals and their patients, nor does anything in this Agreement abrogate any right, privilege or obligation arising from or related to the therapist-patient relationship.  

1.4 Professional Company Action. Unless otherwise specified in this Agreement, when this Agreement calls for the approval, consent,
direction or other action by the Professional Company, the action of the limited liability company manager of the Professional Company or any officer of the Professional Company will constitute the action of the Professional Company. In each
instance, the Management Company may assume that all consents and approvals required by the Professional Company’s articles/certificate of organization/formation and limited liability company operating agreement (the “Professional
Company Governing Documents”) have been obtained.  

  
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 ARTICLE II 

MANAGEMENT SERVICES 

2.1 General Authority. 

(a) Except as prohibited by applicable Laws regarding the practice of medicine and subject to the limitations set forth in this Agreement, the
Management Company will provide or arrange for the provision of the non-clinical management services set forth in this Article II and Exhibit B (the “Management Services”) and the Management Company will be the
Professional Company’s exclusive provider of Management Services. Notwithstanding the foregoing, the Management Company will not provide any service that would constitute the clinical practice of medicine or the provision of professional
therapy services. 
 (b) The Professional Company expressly authorizes the Management Company to perform the Management Services in the
manner that the Management Company deems reasonably appropriate to meet the day-to-day business needs of the Professional Company, including the performance of specific business office functions at locations other than the Practice Sites. The
Professional Company will not prevent the Management Company from providing, or causing to be provided, and the Management Company will provide or cause to be provided, the Management Services in a business-like manner and in compliance with
(i) all applicable Laws, (ii) all Orders by which the Parties are bound or to which the Parties are subject, and (iii) the standards, rules and regulations of the United States Department of Health and Human Services and any other
federal, state or local government agency or third-party payor exercising authority with respect to, accrediting, or providing reimbursement for, the Professional Company or the Practice). 

2.2 Billing and Collection. 

(a) Authorization. The Professional Company hereby authorizes the Management Company to bill and collect for all clinical services
rendered by the Professional Company and all other amounts payable to the Professional Company, including all amounts due for all services furnished by or under the supervision of the Clinical Professionals acting for or on behalf of the
Professional Company. To facilitate such billing and collection services, the Professional Company will cause the Clinical Professionals to endorse and deliver to the Professional Company promptly all payments received by them in respect of any
services rendered and products sold by or on behalf of the Professional Company. The Professional Company, in accordance with applicable Law, hereby grants to the Management Company an exclusive, special power of attorney and appoint the Management
Company as an exclusive and lawful agent and attorney-in-fact, and the Management Company hereby accepts such special power of attorney and appointment, for the following purposes: 

(i) if applicable, to submit bills to the Professional Company’s patients, in the Professional Company’s names and on the
Professional Company’s behalf, for services rendered and products provided to such patients by or on behalf of the Professional Company, 

(ii) to submit bills to Third-Party Payors, in the Professional Company’s names and on the Professional Company’s behalf, for
reimbursement or indemnification in respect of services rendered and products provided to the Professional Company’s patients by or on behalf of the Professional Company, 

(iii) to collect all receivables for services rendered and products provided to the Professional Company’s patients by or on behalf
of the Professional Company and to administer the deposit of all collected amounts into a Lockbox Account, which is and will remain in the Professional Company’s name, 

  
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 (iv) to collect from the Professional Company all cash received by the Professional Company
(including patient co-payments, co-insurance and deductibles and accounts receivable) for deposit into a Lockbox Account, 
 (v) to
make demand with respect to, settle, compromise and adjust any claims and to coordinate with collections agencies (approved by the Professional Company) to commence any suit, action or proceeding to collect upon such claims, 

(vi) to take possession of and endorse, in the name of the Professional Company or any of the Clinical Professionals, any negotiable
instrument received as payment for any services rendered or products provided by or on behalf of the Professional Company, 
 (vii) to
transfer from the Operating Accounts, to an account designated by the Management Company amounts sufficient to pay all outstanding Management Fees, expense reimbursements and other amounts due to the Management Company under this Agreement or the
Deficit Funding Loan Agreement, and (viii) to sign negotiable instruments on the Professional Company’s behalf and to make withdrawals from the Operating Accounts to pay the Professional Company’s expenses, including outstanding
Management Fees, expense reimbursements and other amounts due to the Management Company under this Agreement or the Deficit Funding Loan Agreement, and as otherwise requested by the Professional Company. 

(b) Bank Documentation. 

(i) Promptly upon the Management Company’s request, the Professional Company will execute and deliver to the Management Company for
further delivery to any financial institution at which any Operating Account is maintained, such additional documents and instruments as may be necessary to evidence the power of attorney granted to the Management Company by the Professional Company
pursuant to Section 2.2(a). So long as the Management Company has power of attorney pursuant to Section 2.2(a), the Professional Company will not take any action that interferes with the transfer of funds from the Lockbox
Accounts to the Operating Accounts nor will the Professional Company or their agents remove, withdraw or authorize the removal or withdrawal of any funds from the Lockbox Accounts for any purpose except to accomplish the transfer of funds described
in Section 2.2(a)(vii) and Section 2.2(a)(viii). 
 (ii) The Management Company will use the Non-Government
Lockbox Accounts only for the purposes specified in this Agreement and, with respect to the Non-Government Lockbox Accounts, will not intentionally commingle Professional Company funds with funds from other sources. If any commingling inadvertently
occurs (such as errors in Third-Party Payor payment processing), the Management Company will use commercially reasonable efforts to correct, as soon as reasonably practicable, any mistakes that the Management Company discovers with regard to such
commingling. 
 (c) Power of Attorney. The power of attorney granted under this Section 2.2 expires on the last calendar
day of the Term; provided that the power of attorney will continue in limited effect until the first anniversary of the end of the Term for purposes of submitting claims for and collecting receivables arising from services rendered and
products provided by or on behalf of the Professional Company before the end of the Term. 

  
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 2.3 Accounts. 

(a) Professional Company Accounts. The Professional Company hereby authorizes the Management Company to establish, in the Professional
Company’s name and for the Professional Company’s benefit, certain bank accounts, including one or more designated the “Lockbox Account(s)” and one or more designated the “Operating Account(s)”. Each
Lockbox Account will be in the Professional Company’s name, and the Professional Company will have sole ownership over each Lockbox Account. Each Operating Account will be in the Management Company’s name and maintained for the
Professional Company’s benefit. 
 (b) All payments due in respect of services rendered and products provided by or on behalf of the
Professional Company, and any other amounts payable to the Professional Company, will be directed to the Lockbox Accounts. The Professional Company will enter into an agreement with a financial institution chosen by the Parties to (i) establish
and service the Lockbox Accounts subject to the requirements of this Agreement (including the power of attorney granted under Section 2.2), (ii) facilitate the collection and negotiation of payments from Federal Health Care Programs
and the deposit of such payments into the Lockbox Accounts and (iii) sweep all funds from the Lockbox Accounts into the Operating Accounts on a [daily][weekly] basis. Except in connection with a termination of this Agreement in
accordance with Section 5.2(b), any modification or revocation of such authorization and instructions by the Professional Company without the Management Company’s prior written consent will be in material breach of this Agreement.

 (c) Operating Accounts. The Management Company will use the Operating Accounts to receive funds from the Lockbox Accounts and pay
Professional Company expenses, amounts due under this Agreement and the Deficit Funding Loan Agreement and such other expenses as the Management Company may pay on the Professional Company’s behalf. Such persons as the Management Company may
designate from time to time will be authorized signatories on the Operating Accounts (“Authorized Signatories”). Except in connection with a termination of this Agreement in accordance with Section 5.2(b), any
modification or revocation of such authorization and instructions by the Professional Company without the Management Company’s prior written consent will be in material breach of this Agreement. 

(d) Professional Company Payroll Accounts. The Management Company may transfer funds from the Operating Accounts to payroll accounts
owned and controlled by the Professional Company for purposes of funding the Professional Company’s upcoming payroll needs. 
 (e)
Accounts Generally. Should the Professional Company, in consultation with the Management Company, decide to open any new bank or other account, such account will be designated a Lockbox Accounts and subject to the corresponding requirements
of Section 2.3(b). The Professional Company will deposit and hold all Professional Company funds in a Lockbox Account, subject to the transfer of such funds to the Operating Accounts in accordance with Section 2.3(b). 

2.4 Services the Management Company May Not Provide. The Management Company will not provide any of the following services to the
Professional Company:  
 (a) assigning or designating specific clinical providers to treat specific patients, 

(b) assuming responsibility for the care of patients, 

(c) engaging in any activity that constitutes the practice of medicine or that would subject the Management Company to professional
licensure under applicable state licensure Laws regarding the practice of medicine, or 
 (d) providing the Professional Company with
any inducement or remuneration in exchange for recommending to patients any services provided by the Management Company. 

  
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 ARTICLE III 

GENERAL OBLIGATIONS 
 3.1
Duty to Cooperate. The Parties acknowledge that mutual cooperation is critical to the performance of their respective duties and obligations under this Agreement. To ensure the communication necessary for mutual cooperation, the Professional
Company will permit a representative designated by the Management Company (the “Management Company Representative”) to attend and participate (in a non-voting capacity) in all meetings of the Professional Company’s board of
directors or equivalent governing body and all meetings of the Professional Company’s equityholders called pursuant to the Professional Company Governing Documents or as otherwise required by applicable Law. The Professional Company will give
the Management Company at least five calendar days’ prior written notice of each such meeting, specifying the date, time and place of the meeting and, if the meeting is a special meeting, the purposes for which the meeting is called. 

 3.2 Clinical Professionals. The Professional Company will employ or engage all Clinical Professionals necessary to conduct,
manage and operate in a proper and efficient manner the Practice at the Practice Sites.  
 3.3 Business Associate Provisions.
The Management Company acknowledges and agrees that: the Professional Company is a “covered entity” (as defined in HIPAA) and the Management Company is a “business associate” (as defined
under HIPAA) of the Professional Company when the Management Company provides services to the Professional Company involving “protected health information” (as defined under HIPAA) pursuant to this Agreement. The
Management Company agrees to perform all services involving protected health information in accordance with the Business Associate Provisions set forth on Exhibit C.  

3.4 Quantity, Service and Specialty Requirements; Standards. 

(a) The Management Company will periodically review, and make recommendations to the Professional Company regarding, the appropriate number of
full and part-time Clinical Professionals needed by the Professional Company to operate the Practice Sites and treat patients presenting themselves at the Practice Sites (the “Clinical Professional Staffing Levels”). Final
determinations with respect to the Clinical Professional Staffing Levels will at all times be the responsibility of the Professional Company. 

(b) The Professional Company, in consultation with the Management Company, will be responsible for (i) developing and implementing
utilization review and quality assurance guidelines (consistent with guidelines imposed by third-parties), (ii) supervising the Clinical Professionals’ submission to the Professional Company of complete, accurate and timely documentation
for coding and billing services provided in the Practice, (iii) supervising the taking of corrective action by Clinical Professionals when Clinical Professionals do not satisfy guidelines and standards, (iv) credentialing of Clinical
Professionals for the performance of specific procedures, (v) handling impaired Clinical Professionals, and (vi) overseeing, developing and implementing policies of a purely professional nature (including medical records documentation,
clinical communications with patients and the determination of resources to be used for particular patients). 
 3.5 Employment and
Independent Contractor Agreements. 
 (a) The Professional Company will employ each Clinical Professional who is or becomes an employee
of the Professional Company pursuant to a written employment agreement in a form developed by the Management Company in consultation with the Professional Company and approved by the Professional Company (the “Employment
Agreement”). Any amendments to an approved form of Employment Agreement will be developed by the Management Company in consultation with the Professional Company and subject to the Professional Company’s approval (not to be
unreasonably conditioned, withheld or delayed). 

  
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 (b) The Professional Company will engage each Clinical Professional who is or becomes
an independent contractor of the Professional Company pursuant to a written independent contractor agreement in a form developed by the Management Company in consultation with the Professional Company and approved by the Professional Company (the
“Independent Contractor Agreement”). Any amendments to an approved form of Employment Agreement will be developed by the Management Company in consultation with the Professional Company and subject to the Professional Company’s
approval (not to be unreasonably conditioned, withheld or delayed).  
 3.6 Regulatory Matters. 

(a) The Clinical Professionals will be free, in their sole discretion, to exercise their professional clinical judgment in the course of
treating patients, and nothing in this Agreement permits the Management Company to affect or influence the professional clinical judgment of any Clinical Professional. 

(b) The Parties agree to cooperate with one another in the fulfillment of their respective obligations under this Agreement, and to comply with
(i) all Laws applicable to the Professional Company and all Orders by which the Professional Company is bound or to which the Professional Company is subject (including Laws and Orders relating to the practice of medicine, institutional and
professional licensure, pharmacology and dispensing medicines or controlled substances, medical documentation, medical record retention, laboratory services, unprofessional conduct, fee-splitting. referrals, billing and submission of false or
fraudulent claims, claims processing, quality, safety, medical necessity, medical privacy and security, patient confidentiality and informed consent and the hiring of employees or acquisition of services or supplies from Persons excluded from
participation in any Federal Health Care Program), and (ii) the requirements of any insurance company insuring the Professional Company or the Management Company against liability for injury or accident in or on the premises of the Professional
Company or the Practice. 
 3.7 Books and Records. The Professional Company will retain and provide the Management Company with full
and unrestricted access to its books and records (including work papers in the possession of its accountants) with respect to all transactions and the Professional Company’s financial condition, assets, liabilities, operations and cash flows.
 
 ARTICLE IV 

COMPENSATION OF THE MANAGEMENT COMPANY AND DEFICIT FUNDING 

4.1 Management Fee. Upon the terms and subject to the conditions contained in this Agreement, the Professional Company will pay the
Management Company the fee (the “Management Fee”) set forth in Exhibit D during the Term in consideration of the Management Services rendered by the Management Company pursuant to this Agreement.  

(a) The Parties have determined the Management Fee to be equal to the fair market value of the Management Services, without consideration of
the proximity of the Professional Company to any referral sources or the volume or value of any referrals from the Management Company or any of its Affiliates to the Professional Company or from the Professional Company to the Management Company or
any of its Affiliates, that is reimbursed under any government or private health care payment or insurance program, including any Federal Health Care Program. 

(b) Payment of the Management Fee is not conditioned upon a requirement that the Professional Company make referrals to, be in a position to
make or influence referrals to, or otherwise generate business for the Management Company or any of its Affiliates or a requirement that the Management Company or any of its Affiliates make referrals to, be in a position to make or influence
referrals to, or otherwise generate business for the Professional Company. The Management Fee does not include any discount, rebate, kickback, or other reduction in charge. 

  
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 (c) Remittances to the Professional Company of monies held in the Operating Account will be
made net of that portion of the Management Fee then due and owing to the Management Company pursuant to this Agreement. 
 4.2 Expense
Reimbursement. In addition to the Management Fee, the Professional Company will reimburse the Management Company for all operating expenses (including travel, meals and lodging expenses) incurred by the Management Company in connection with the
provision of the Management Services; provided that such expenses are included in the Professional Company’s budget for the applicable fiscal year (the “Budget”), approved by the Professional Company or are
otherwise commercially reasonable. Remittances to the Professional Company of monies held in the Operating Account will be made net of amounts for which the Management Company is then due to reimbursement from the Professional Company pursuant to
this Agreement.  
 4.3 Failure to Pay. The Professional Company’s failure to pay any portion of the Management Fee or
reimbursable expenses when due will be a material breach of this Agreement by the Professional Company.  
 4.4 Deficit Funding
Loan Agreement. If the Professional Company does not have sufficient cash to pay for their liabilities or financial obligations (including any portion of the Management Fee or reimbursable expenses owed to the Management Company hereunder), then
the Management Company may, in its sole discretion, loan to the Professional Company upon request funds for the purpose of enabling the Professional Company to pay its liabilities and meet its financial obligations (“Advances”).
Funded Advances will be added to the amounts owed by the Professional Company to the Management Company pursuant to that certain Deficit Funding Loan Agreement of even date herewith (as amended, modified or restated from time to time,
“Deficit Funding Loan Agreement”) and will bear interest as set forth in the Deficit Funding Loan Agreement. The Professional Company will repay funded Advances in accordance with the terms of the Deficit Funding Loan Agreement.

 4.5 Professional Company Profits. For each calendar year during the Term, if the Professional Company’s net revenue for such
calendar year exceeds the sum of the Professional Company’s expenses for such calendar year, tax distributions made during such calendar year (if applicable) and the Management Fee and expense reimbursements payable under this Agreement for
such calendar year, then the Parties will hold 95% of such profit in the Operating Account until the end of the fifteenth full calendar month after the end of such calendar year to ensure that funds are available to pay future Professional Company
expenses and amounts payable under this this Agreement. 
 ARTICLE V 

TERM AND TERMINATION 

5.1 Initial Term; Automatic Renewals. The initial term of this Agreement commences on the date of this Agreement and ends on the tenth
anniversary of the date of this Agreement, subject to earlier termination in accordance with Section 5.2 (the “Initial Term” and, together with all Renewal Terms, the “Term”). After the Initial Term,
this Agreement will automatically renew for successive five-year terms (each a “Renewal Term”) unless (i) either Party delivers written notice to the other Party of its intent not to renew this Agreement at least 90 calendar
days before the end of the Term or (ii) this Agreement is otherwise terminated in accordance with Section 5.2.  

5.2 Termination. This Agreement may be terminated during the Term: 

(a) by mutual agreement of the Parties, 

  
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 (b) by the Professional Company with written notice to the Management Company in the event
of the Management Company’s gross negligence, fraud or illegal acts in the performance of its duties under this Agreement, as determined pursuant to a final, non-appealable order of a court of competent jurisdiction, (c) by the Management
Company immediately and without notice if (i) the Professional Company breaches this Agreement and fails to cure such breach within 45 calendar days after receiving written notice from the Management Company describing in reasonable detail the
nature of the breach, (ii) the Professional Company admits in writing its inability to pay its debts generally when due, applies for or consents to the appointment of a trustee, receiver or liquidator of all or substantially all of its assets,
files a petition in voluntary bankruptcy or makes an assignment for the benefit of creditors, or otherwise, voluntarily or involuntarily, takes or suffers action taken under any applicable Law for the benefit of debtors, except for the filing of a
petition in involuntary bankruptcy against any Professional Company that is dismissed within 60 calendar days thereafter, (iii) the Professional Company fails to provide notice to the Management Company of a meeting pursuant to
Section 3.1 or (iv) the Deficit Funding Loan Agreement terminates. 
 5.3 Effect of Expiration or Termination. 

(a) The expiration or termination of this Agreement in accordance with Section 5.2 will automatically relieve and release each Party
from the executory portion of such Party’s obligations under this Agreement; provided, however, that all obligations expressly extended beyond the Term by the terms of this Agreement (including this Article V, Article VI,
Article VII and Article IX) will survive the expiration or termination of this Agreement. 
 (b) Promptly (but in any event
within 10 calendar days) after the expiration or termination of this Agreement, the Professional Company will, and will cause its Affiliates, directors, managers, officers, equityholders, employees, agents, successors and permitted assigns to,
either return to the Management Company or destroy, delete or erase all written, electronic or other tangible forms of Confidential Information as required under Section 6.2. 

(c) Promptly (but in any event within 10 calendar days) after the termination or expiration of this Agreement, the Professional Company will
pay to the Management Company all Management Fees earned or accrued under this Agreement through the termination date, reimburse all reimbursable expenses incurred before the termination date and repay all Advances funded before the termination
date; provided, however, that if the Management Company terminates this Agreement pursuant to Section 5.2(c) or the Professional Company terminates this Agreement in breach of this Agreement, then such payment will include the
immediate payment of all Management Fees owed to the Management Company for the remainder of the Term. 
 (d) After the expiration or
termination of this Agreement, the Professional Company will retain and provide the Management Company with full and unrestricted access to its books and records (including work papers in the possession of its accountants) with respect to all
transactions and the Professional Company’s financial condition, assets, liabilities, operations and cash flows during the Term. 

ARTICLE VI 
 RESTRICTIVE
COVENANTS 
 6.1 Restrictive Covenants. In the course of receiving the Management Services, the Professional Company will have
access to the most sensitive and most valuable trade secrets, proprietary information and other confidential information, including management reports, marketing studies, marketing plans, business plans, financial statements, feasibility studies,
financial, accounting and statistical data, price and cost information, customer lists, contracts, policies and procedures, internal 

  
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memoranda, reports and other materials or records of a proprietary or confidential nature (collectively, “Confidential Information”) of the Management Company, which constitute
valuable business assets of the Management Company and its Affiliates, and the use, application or disclosure of such Confidential Information will cause substantial and possibly irreparable damage to the business and asset value of the Management
Company. Therefore, as an inducement for the Management Company to enter into this Agreement and to protect the Confidential Information and other business interests of the Management Company, the Professional Company agrees to be bound by the
restrictive covenants contained in this Article VI. 
 6.2 Disclosure of Confidential Information. After the date of this
Agreement, the Professional Company will, and will cause its Affiliates, directors, managers, officers, equityholders, employees, agents, successors and permitted assigns to, keep confidential and not disclose to any other Person or use for its own
benefit or the benefit of any other Person any Confidential Information; provided, however, that the obligations under this Section 6.2 will not apply to Confidential Information that (i) is or becomes generally
available to the public without breach of the commitments contemplated by this Section 6.2, (ii) was available to the Professional Company or its Affiliates, directors, managers, officers, equityholders, employees or agents on a
non-confidential basis before the date of this Agreement or (iii) is required to be disclosed by any Law or Order; provided that as soon as practicable before such disclosure, the Professional Company gives the Management
Company prompt written notice of such disclosure to enable the Management Company to seek a protective order or otherwise preserve the confidentiality of such information. Promptly after the expiration or termination of this Agreement, the
Professional Company will, and will cause its Affiliates, directors, managers, officers, equityholders, employees, agents, successors and permitted assigns to, (i) either return to the Management Company or destroy, delete or erase (with
written certification of such destruction, deletion or erasure provided to the Management Company by the Professional Company) all written, electronic or other tangible forms of Confidential Information. After the expiration or termination of this
Agreement, the Professional Company will not, and will cause its Affiliates, directors, managers, officers, equityholders, employees, agents, successors and permitted assigns not to, retain any copies, summaries, analyses, compilations, reports,
extracts or other materials containing or derived from any Confidential Information. Notwithstanding such return, destruction, deletion or erasure, all oral Confidential Information and the information embodied in all written Confidential
Information will continue to be held confidential pursuant to the terms of this Section 6.2.  
 6.3 Covenant Not to
Compete. During the Restricted Period, the Professional Company will not, directly or indirectly, own, manage, operate, join, control, finance or participate in, or participate in the ownership, management, operation, control or financing of, or
be connected as an owner, investor, partner, joint venturer, director, limited liability company manager, employee, independent contractor, consultant or other agent of, any Person or enterprise that provides any professional practice management
services similar to the Management Services anywhere in or with respect to the Restricted Territory. Nothing in this Section 6.3 prohibits the Professional Company or the Clinical Professionals from providing professional clinical
services.  
 6.4 Covenant Not to Solicit. Until the second anniversary of the expiration or termination of this
Agreement, each Professional Company will not, directly or indirectly: 
 (a) solicit or induce or attempt to solicit or induce
(including by recruiting, interviewing or identifying or targeting as a candidate for recruitment) any member of the board of directors or equivalent governing body, officer or personnel (whether engaged as an employee or independent contractor) of
the Company Group (excluding such Professional Company) who is acting in such capacity or acted in such capacity at any time within the 12-month period immediately preceding the date of such solicitation, inducement or attempt (a “Business
Associate”) to terminate, restrict or hinder such Business Associate’s association with any Company Group entity or interfere in any way with the relationship between such Business Associate and any Company Group entity; provided,
however, that after the termination or expiration of this Agreement, general solicitations published in a journal, newspaper or other publication or posted on an internet job site and not specifically directed toward Business Associates will not
constitute a breach of the covenants in this Section 6.4(a), 

  
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 (b) hire or otherwise retain the services of any Business Associate as equityholder,
director, limited liability company manager, partner, officer, employee, independent contractor, licensee, consultant, advisor, agent or in any other capacity, or attempt or assist anyone else to do so, or 

(c) interfere with the relationship between any Company Group entity and any Person who is a partner, joint venturer, investor, lender,
consultant, agent, customer, patient, clinical personnel, referral source or other Person having a business relationship with the Company Group, or attempt or assist anyone else to do so. 

6.5 Non-Disparagement. After the date of this Agreement, the Professional Company will not, directly or indirectly, make any
disparaging, derogatory, negative or knowingly false statement about any Company Group entity or any of their respective directors, managers, officers, equityholders, employees, agents (including the Management Company Representative), successors
and permitted assigns, or any of their respective businesses, operations, financial condition or prospects, except as required by applicable Law or Order.  

6.6 Scope of Covenants; Equitable Relief. The Professional Company acknowledges and agrees that (i) the restrictive covenants
contained in this Article VI and the territorial, time, activity and other limitations set forth herein are commercially reasonable and do not impose a greater restraint than is necessary to protect the goodwill and legitimate business
interests of the Company Group and its businesses, (ii) any breach of the restrictive covenants in this Article VI will cause irreparable injury to the Company Group and that actual damages may be difficult to ascertain and would be
inadequate and (iii) if any breach of any such covenant occurs, then the Management Company will be entitled to injunctive relief in addition to such other legal and equitable remedies that may be available (without limiting the availability of
legal or equitable, including injunctive, remedies under any other provisions of this Agreement) and (iv) the Professional Company hereby waives the claim or defense that an adequate remedy at law exists for such a breach.  

6.7 Equitable Tolling. If the Professional Company breaches any covenant in this Article VI, then the duration of such covenant
will be tolled for a period of time equal to the time of such breach and, if the Management Company seeks injunctive relief or other remedies for any such breach, then the duration of such covenant will be tolled for a period of time equal to the
pendency of such proceedings (including all appeals).  
 ARTICLE VII 

INDEMNIFICATION 
 7.1
Indemnification. The Professional Company will indemnify, defend and hold harmless the Management Company, its Affiliates and their respective directors, managers, officers, equityholders, employees, agents (including the Management Company
Representative), successors and permitted assign (collectively, the “Management Company Indemnified Parties”) from and against all losses, liabilities, demands, claims, actions or causes of action, regulatory, legislative or
judicial proceedings or investigations, assessments, levies, fines, penalties, damages, costs and expenses (including reasonable attorneys’, accountants’, investigators’ and experts’ fees and expenses) incurred in connection with
the defense or investigation of any claim (“Damages”) sustained or incurred by any Management Company Indemnified Party arising from or related to illegal activity, intentional misconduct, negligence or breach of this Agreement by
the Professional Company or any of its employees or contractors.  
 7.2 Cooperation and Settlement. The Professional Company
and the Management Company will coordinate the defense and settlement of actions in which they are named. To the extent consistent with insurance policies, the Professional Company will not settle an action in which both are named, unless the
Management Company agrees to the terms and conditions of the settlement. 

  
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 7.3 Advancement of Expenses. During the pendency of any suit, action or proceeding
with respect to which the Management Company is entitled to indemnification under this Article VII, the Professional Company will pay or reimburse the Management Company for reasonable defense expenses incurred in advance of final disposition
of such suit, action or proceeding. If the Management Company ultimately is not entitled to indemnification under this Article VII, then the Management Company will promptly repay to the Professional Company the full amount of all such
expenses paid or reimbursed by the Professional Company.  
 7.4 Other Remedies. The provisions of this Article VII are
in addition to, and not in derogation of, any statutory, equitable or common law remedies that the Management Company may have with respect to this Agreement or the subject matter of this Agreement.  

7.5 Survival. The Professional Company’s indemnification obligations under this Article VII will survive the termination or
expiration of this Agreement.  
 ARTICLE VIII 

DEFINITIONS 
 For purposes
of this Agreement, the following terms have the following meanings: 
 “Advances” is defined in Section 4.4.

 “Affiliate” means, with respect to a particular Person, (i) any other Person that, directly or indirectly,
controls, is controlled by or is under common control with such Person, (ii) any of such Person’s spouse, siblings (by law or marriage), ancestors and descendants and (iii) any trust for the primary benefit of such Person or any of
the foregoing. The term “control” means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of another Person, whether through the ownership of voting securities or equity interests,
by contract or otherwise. 
 “Agreement” is defined in the preamble to this Agreement. 

“Applicable States” is defined in Recital A. 

“Authorized Signatories” is defined in Section 2.3(c). 

“Budget” is defined in Section 4.2. 

“Business Associate” is defined in Section 6.4(a). 

“Business Day” means a day that is not a Saturday, Sunday or legal holiday on which banks are authorized or required to be
closed in New York, New York. 
 “Clinical Professional Staffing Levels” is defined in Section 3.4(a). 

“Clinical Professionals” is defined in Recital A. 

“Company Group” means the Management Company and its Affiliates (including the Professional Company and the other
professional practice groups to which the Management Company provides business, administrative and back office services. 

“Confidential Information” is defined in Section 6.1. 

 

  
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 “Damages” is defined in Section 7.1. 

“Deficit Funding Loan Agreement” is defined in Section 4.4. 

“Employment Agreement” is defined in Section 3.5(a). 

“Federal Health Care Program” means any “federal health care program” as defined in 42 U.S.C. §
1320a-7b(f), including Medicare, state Medicaid programs, state CHIP programs, TRICARE and similar or successor programs with or for the benefit of any government authority. 

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, P.L. 104-191, and its implementing regulations
(45 C.F.R. parts 160-164). 
 “Independent Contractor Agreement” is defined in Section 3.5(b). 

“Initial Term” is defined in Section 5.1. 

“Law” means any federal, state, local, municipal, foreign, international, multinational or other constitution, statute, law,
rule, regulation, ordinance, code, principle of common law or treaty. 
 “Lockbox Account” is defined in
Section 2.3(a). 
 “Management Company” is defined in the preamble to this Agreement. 

“Management Company Indemnified Parties” is defined in Section 7.1. 

“Management Company Representative” is defined in Section 3.1. 

“Management Fee” is defined in Section 4.1. 

“Management Services” is defined in Section2.1(a). 

“Operating Account” is defined in Section 2.3(a). 

“Order” means any order, injunction, judgment, decree, ruling, assessment or arbitration award of any government authority or
arbitrator. 
 “Parties” is defined in the preamble to this Agreement. 

“Person” means any natural individual, corporation, partnership, limited liability company, joint venture, association, bank,
trust company, trust or other entity, whether or not legal entities, or any government entity, agency or political subdivision. 

“Practice” is defined in Recital A. 

“Practice Sites” is defined in Recital A. 

“Professional Company” is defined in the preamble to this Agreement. 

“Professional Company Governing Documents” is defined in Section 1.4. 

“Renewal Term” is defined in Section 5.1. 

 

  
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 “Restricted Period” means the shorter of (i) the period from the date
of this Agreement until the second anniversary of the termination of this Agreement or (ii) the longest time period after the date of this Agreement that is permitted by applicable Law if two years after the termination of this Agreement is not
permitted. 
 “Restricted Territory” means anywhere within [20] miles of any location at which the Company Group
then conducts clinical operations or with respect to which the Company Group has taken concrete steps to expand its clinical operations. 

“Term” is defined in Section 5.1. 

“Third-Party Payors” means all Federal Health Care Programs and all other state or local governmental insurance programs and
private, non-governmental insurance and managed care programs with which the Professional Company contracts to provide services and products or through which the Professional Company receives reimbursements for services rendered and products
provided. 
 ARTICLE IX 

GENERAL PROVISIONS 
 9.1
Practice of Medicine. Nothing in this Agreement will be interpreted as prohibiting the Professional Company or any Clinical Professional from (a) obtaining or maintaining membership on the medical staff of any hospital or health care
provider, (b) obtaining or maintaining clinical privileges at any hospital or health care provider or (c) referring patients to any hospital or health care provider.  

9.2 Force Majeure. Neither Party will be liable for any failure or inability to perform, or delay in performing, such Party’s
obligations under this Agreement if such failure, inability or delay arises from an extraordinary cause beyond the reasonable control of the non-performing Party; provided that such Party diligently and in good faith attempts to
cure such non-performance as promptly as practicable.  
 9.3 Notices. All notices and other communications required or
permitted under this Agreement (a) must be in writing, (b) will be duly given (i) when delivered personally to the recipient or sent to the recipient by facsimile (with delivery confirmation retained) or (ii) one Business Day
after being sent to the recipient by nationally recognized overnight private carrier (charges prepaid) and (c) addressed as follows (as applicable):  
  

			
	If to the Professional Company:	  	
		
	If to the Management Company:	  	with a copy (not constituting notice) to:

 or to such other respective address as each Party may designate by notice given in accordance with this
Section 9.3. 
 9.4 Entire Agreement. This Agreement constitutes the complete agreement and understanding among the
Parties regarding the subject matter of this Agreement and supersedes any prior understandings, agreements or representations regarding the subject matter of this Agreement.  

9.5 Amendments. The Parties may amend this Agreement only pursuant to a written agreement executed by the Parties. 

 

  
 Q-13 













 9.6 Non-Waiver. The Parties’ respective rights and remedies under this Agreement
are cumulative and not alternative. Neither the failure nor any delay by any Party in exercising any right, power or privilege under this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any
such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. No waiver will be effective unless it is in writing and signed by an authorized
representative of the waiving Party. No waiver given will be applicable except in the specific instance for which it was given. No notice to or demand on a Party will constitute a waiver of any obligation of such Party or the right of the Party
giving such notice or demand to take further action without notice or demand as provided in this Agreement.  
 9.7 Assignment.
The Professional Company may not assign this Agreement or any rights under this Agreement, or delegate any duties under this Agreement, without the Management Company’s prior written consent. The Management Company may freely assign this
Agreement or any rights under this Agreement, or delegate any duties under this Agreement without the Professional Company’s consent.  

9.8 Binding Effect; Benefit. This Agreement will inure to the benefit of and bind the Parties and their respective successors and
permitted assigns. Nothing in this Agreement, express or implied, may be construed to give any Person other than the Parties and their respective successors and permitted assigns any right, remedy, claim, obligation or liability arising from or
related to this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties and their respective successors and permitted assigns.  

9.9 Severability. If any court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable, then the other
provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. If any
court of competent jurisdiction holds the geographic or temporal scope of any restrictive covenant contained in Article VI invalid or unenforceable, then such restrictive covenant will be construed as a series of parallel restrictive
covenants and the geographic or temporal scope of each such restrictive covenant will be deemed modified (including by application of any “blue pencil” doctrine under applicable Law) to the minimum extent necessary to render such
restrictive covenant valid and enforceable.  
 9.10 References. The headings of Sections are provided for convenience only and
will not affect the construction or interpretation of this Agreement. Unless otherwise provided, references to “Section(s)” and “Exhibit(s)” refer to the corresponding section(s) and exhibit(s) of this Agreement. Reference to a
statute refers to the statute, any amendments or successor legislation and all rules and regulations promulgated under or implementing the statute, as in effect at the relevant time. Reference to a contract, instrument or other document as of a
given date means the contract, instrument or other document as amended, supplemented and modified from time to time through such date.  

9.11 Construction. Each Party participated in the negotiation and drafting of this Agreement, assisted by such legal and tax counsel as
it desired, and contributed to its revisions. Any ambiguities with respect to any provision of this Agreement will be construed fairly as to all Parties and not in favor of or against any Party. All pronouns and any variation thereof will be
construed to refer to such gender and number as the identity of the subject may require. The terms “include” and “including” indicate examples of a predicate word or clause and not a limitation on that word or clause. 

 9.12 Governing Law. THIS AGREEMENT IS GOVERNED BY THE LAWS OF THE STATE OF [•], WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPLES.  
  

  
 Q-14 













 9.13 Waiver of Trial by Jury. EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN
CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING IN CONNECTION WITH ANY MATTER RELATING TO THIS AGREEMENT.  
 9.14
Counterparts. The Parties may execute this Agreement in multiple counterparts, each of which will constitute an original and all of which, when taken together, will constitute one and the same agreement. The Parties may deliver executed
signature pages to this Agreement by facsimile or e-mail transmission. No Party may raise as a defense to the formation or enforceability of this Agreement, and each Party forever waives any such defense, either (a) the use of a facsimile or
email transmission to deliver a signature or (b) the fact that any signature was signed and subsequently transmitted by facsimile or email transmission.  

[SIGNATURE PAGE IMMEDIATELY FOLLOWS] 
  

  
 Q-15 













 The Parties execute this Agreement as of the date first written above. 

 

					
	THE COMPANY:	 	[•]	 	
			
		 	By:	 	          

		 		 	_______________, its sole member
			
	THE MANAGEMENT COMPANY:	 	[•]	 	
			
		 	By:	 	          

		 		 	[_______________, its _______________]

 SIGNATURE PAGE TO MANAGEMENT SERVICES AGREEMENT 

 












 EXHIBIT A 

APPLICABLE STATES 
 EXHIBIT
TO MANAGEMENT SERVICES AGREEMENT 












 EXHIBIT B 

MANAGEMENT SERVICES 
 The Management
Company will provide the Management Services in consultation with the Professional Company and at the Professional Company’s ultimate direction and discretion. The Management Services include, the following: 

1. The Management Company will provide or obtain for the Professional Company the following legal services: 

(a) maintenance of a contract database (including for each contract, the name of the contract, the names of the contracting parties, the
date of the contract, the date on which the contract expires and the dates by which notice of non-renewal must be given), 

(b) maintenance of all filings, licenses, permits, notices and other approvals required of the Professional Company under applicable Laws
and Orders for the operation of the Practice, 
 (c) regulatory compliance counseling and oversight of audits, investigations and
accreditation processes, 
 (d) regulatory compliance counseling, (e) risk management and education, 

(f) professional liability and other insurance consulting, and 

(g) assistance in responding to demands for payment, allegations of liability and lawsuits. 

2. The Management Company will provide or obtain for the Professional Company the following financial services: 

(a) general accounting services and maintenance of accounting books, 

(b) preparation of monthly and annual profit and loss statements, income statements and other financial statements, 

(c) preparation and processing of client invoices, receivables and payables and the management of receipts, 

(d) assistance in the handling and preparation of payroll and payroll tax-related statements and documents (including completion of K-1,
W-2 and 1099 forms), 
 (e) preparation of tax returns and other tax forms for the Professional Company and its equityholders, as
necessary, 
 (f) processing of expense accounts for the Professional Company’s employees (including IRS compliance and related
services), 
 EXHIBIT TO MANAGEMENT SERVICES AGREEMENT 












 (g) assistance with cash management, bank reconciliation and banking relations (including
establishing bank accounts for the sole use and benefit of the Professional Company), 
 (h) management of the lockbox and deposit
functions, 
 (i) assistance with Budget preparation and services, and 

(j) assistance with the administration of employee bonus plans. 

3. The Management Company will provide all administrative personnel reasonably necessary to manage the business and administrative
aspects of the Practice and manage all decisions regarding work assignments, scheduling, hiring, firing and disciplining of administrative personnel and determinations of compensation levels and other terms of employment or engagement for all
administrative personnel (including determinations of salaries, wages, bonuses, fringe benefits, retirement benefits and health, disability and workers’ compensation insurance). 

4. The Management Company will provide or obtain for the Professional Company the following human resources services: 

(a) development, administration and provision of guidance regarding employment policies and procedures, 

(b) preparation of employment and professional services agreements for employees and independent contractors, 

(c) background checks and verification, 

(d) assistance with the preparation of new personnel welcome packets, 

(e) orientation, fob, database entry and computer access to new personnel, 

(f) benefit enrollment, administration and process management services, 

(g) implementation of workers compensation, equal employment opportunity and other employment-related regulatory requirements, 

(h) coordination of the Professional Company site administrative assistants, 

(i) provision of software education services, 

(j) maintenance of a clinical personnel database, and 

(k) assistance with the development and production of printed communications intended for clinical personnel and patients. 

5. The Management Company will provide or obtain for the Professional Company the following information management services: 

(a) management, maintenance and administration of hardware/software programs, databases and interfaces, 

(b) communications resources and internet client connections, 

(c) management of information technology service connections, security and connectivity maintenance, 

 

  
 EXHIBIT TO MANAGEMENT
SERVICES AGREEMENT 













 (d) management of outside hardware and software vendor maintenance, 

(e) planning and evaluation of new technology, 

(f) design, management and integration of web sites, 

(g) access to document copying and scanning interfaces, 

(h) emergency power and database back-up, and 

(i) development and production of printed materials for external marketing purposes. 

6. The Management Company will provide or obtain for the Professional Company the following collection services for the Professional
Company’s patient accounts (“Patients Accounts”): 
 (a) receipt, crediting, depositing and recording payment of
invoices for professional services (in cash, check, money order or wire transfer) into the Professional Company’s bank accounts in accordance with the Management Company’s procedures, and 

(b) negotiate compromises and settlements of patient accounts with patients or other responsible parties. 

7. The Management Company will provide or obtain for the Professional Company the following billing services: 

(a) review of incoming patient care forms to verify the accuracy and completeness of information required for billing purposes, 

(b) editing the Professional Company’s patient care and charge collection forms as necessary to ensure that the Professional Company
collects information necessary to submit claims for professional services, 
 (c) review, as appropriate, of the coding submitted by
Professionals for purposes of billing, consistent with applicable Laws, the billing and coding requirements under any contracts between the Professional Company and third-party payors and/or as required by applicable third-party payor rules and
procedures, 
 (d) preparation and submission to patients, primary and secondary third-party payors and other persons responsible for
payment for professional services of the Clinical Professionals, all claims and patient invoices for payment for the professional services in the name and under the provider number of the Professional Company engaging the applicable Clinical
Professional or, if required by the third-party payor, the provider number of the Clinical Professional rendering or supervising the professional service, 

(e) issuing, with respect to patient invoices, monthly invoices before instituting collection procedures, the last of which will
incorporate an overdue, pre-collection notice (unless other procedures are required to comply with applicable Law or third-party payor requirements), 

(f) reference of any unpaid patient account to debt collection agencies (which may, but need not be, affiliates of the Management
Company), with all necessary supporting documentation, or to a collection attorney (whose services would be provided at an additional cost not included in the Management Fees), 

  
 EXHIBIT TO MANAGEMENT
SERVICES AGREEMENT 













 (g) receipt and response to telephone communications and written or electronic
correspondence received from patients with reference to invoices, 
 (h) appeals, corrections and rebilling, in the Management
Company’s commercially reasonable discretion, of claims for reimbursement filed by the Management Company with any third-party payor that are denied or disputed by such third-party payor, 

(i) claim adjudication of disputed claims and resolution of outstanding billing events with third party payors, 

(j) receipt, crediting, depositing and recording payment of invoices and claims for professional services (in cash, check, money order or
wire transfer) into the Professional Company’s bank accounts in accordance with the Management Company’s procedures, 
 (k)
reconciliation of all bank deposits and deposit records, 
 (l) review of accounts receivable of the Professional Company to determine the
status of patient accounts (i.e., current or delinquent), adjustment of account balances for partial payments received during the preceding month and correction of entries when required, 

(m) process, issuance, mailing and recording of checks or electronic funds transfers for refunds due on patient accounts, 

(n) maintenance of clinical fee schedule entries and creation and maintenance of clinical fee schedules in the Management Company’s
practice management system, 
 (o) administration of database/payor interfaces, maintenance of patient account history, interaction with
third-party payors for resolution of accounts (including eligibility inquiry, claim submission, status inquiry and appeals), 

(p) accounts receivable write off processing, administration of patient public relations and complaint processes (including account
review, appeal and adjustment of patient balances), 
 (q) assistance in the negotiation, on behalf of the Professional Company, of
provider agreements with third-party payors and management, on behalf of the Professional Company, of such contracts and relationships, 

(r) Clinical Professional documentation and coding guidance upon the reasonable request of the Professional Company or in response to
changes to applicable Laws, CPT and other billing codes or third-party payor rules, 
 (s) billing, coding and compliance education to
newly-hired Clinical Professionals and conduct of follow-up chart audits and reviews of patient documentation for such Clinical Professionals consistent with past practice, 

(t) conduct of Clinical Professional chart audits when the Management Company has evidence of recurring non- compliance with applicable
coding, documentation or billing Laws or third-party payor rules or when reasonably requested by the Professional Company, and 

(u) preparation of provider enrollment, reassignment of benefits and credentialing applications and forms required by governmental and
non-governmental third-party payors. 

  
 EXHIBIT TO MANAGEMENT
SERVICES AGREEMENT 













 8. The Management Company will assist the Professional Company in administering its
relationships with Clinical Professionals, including consulting with the Professional Company as to performance standards, reviewing and proposing changes to the Professional Company’s standard employment and independent contractor agreements,
participating in deliberations as to appropriate Clinical Professional Staffing Levels, reviewing staffing and coverage schedules, and, in consultation with the Professional Company, recruiting additional Clinical Professionals. The Management
Company will recommend Clinical Professional compensation models and consult with the Professional Company in determining Clinical Professional base and incentive compensation. 

9. The Management Company, on behalf of the Professional Company and/or individual Clinical Professionals, as appropriate, will
negotiate all agreements between the Professional Company and/or such Clinical Professionals and third-parties for the provision of professional services that may be necessary or appropriate for the proper and efficient operation of the Practice.

 10. The Management Company, on behalf of the Professional Company, will negotiate all agreements between the Professional Company
and its clients, to the extent permitted by applicable Law. 
 11. The Management Company, on behalf of the Professional Company, will
negotiate and arrange for all clinical and administrative office space, with all leases and other office arrangements executed and delivered by the Management Company in its name. 

12. The Management Company, on behalf of the Professional Company, will acquire for the benefit of the Professional Company all
leasehold improvements and furniture, fixtures and equipment reasonably necessary for the operation of the Practice and repair, maintain and replace such furniture, fixtures and equipment necessitated by the negligence of the Professional Company or
any Clinical Professional. Title to the Equipment and other capital assets acquired by the Management Company for the benefit of the Practice will be in the name of the Management Company. 

13. The Management Company will purchase and maintain, on behalf of the Professional Company, all insurance policies reasonable and
customary for enterprises engaged in the Practice (including professional liability insurance for the Professional Company and the Clinical Professionals, comprehensive general liability insurance, extended coverage insurance and workers’
compensation insurance), naming the Professional Company and the Clinical Professionals as named insureds and the Management Company as an additional insured under all such policies. 

14. The Management Company will supervise the Professional Company’s continuous efforts to create, update, maintain and store all
files and records relating to the operation of the Practice, including accounting, billing, patient medical records and collection records. 

15. The Management Company will purchase, for the account of the Professional Company, all support services reasonably required for the
day-to-day operation of the Practice (including all utilities, laundry, janitorial and cleaning, security, printing, postage, coping, telephone and internet services) and all supplies that are reasonably necessary for the day-to-day operation of the
Practice. 
 16. The Management Company will make recommendations to the Professional Company regarding the acquisition of medical
equipment, instruments, fixtures, office equipment, telephones, computers, office furniture and supplies that the Management Company determines to be necessary or appropriate for the proper and efficient operation of the Practice. 

17. The Management Company will manage equipment installation, testing and maintenance for the Professional Company. 

18. The Management Company will assist the Professional Company in obtaining insurance policies required or appropriate to protect the
financial interest of the Professional Company and the Clinical Professionals and assist the Professional Company with establishing risk compliance, loss prevention and risk management functions. 

  
 EXHIBIT TO MANAGEMENT
SERVICES AGREEMENT 













 19. The Management Company will provide additional legal management, financial
management, human resource-related, billing and collection-related and information technology-related services at Professional Company’s reasonable request and if necessary or appropriate for the proper management and administration of the
Professional Company; provided, however, that the Professional Company will compensate the Management Company for the performance of such additional services at pre-determined, mutually-agreed-upon rate reflecting the fair market value of
such additional services, all of which the Parties will set forth in a written amendment of this Agreement. 
 20. The Management
Company will assist the Professional Company with purchasing advertising and marketing services for programs established by the Professional Company. 
  

  
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SERVICES AGREEMENT 













 EXHIBIT C 

BUSINESS ASSOCIATE PROVISIONS 

The Management Company will perform any Management Services involving Protected Health Information received from, or created or received by
the Management Company on behalf of the Professional Company (“PHI”) in accordance with the following Business Associate Provisions. 

1. General Provisions. 

(a) Effect. To the extent that the Management Company receives PHI to perform Business Associate activities, the terms and provisions
of this Exhibit C supersede all conflicting or inconsistent terms and provisions of this Agreement to the extent of such conflict or inconsistency.  

(b) Capitalized Terms. Capitalized terms used in this Exhibit C without definition in this Agreement (including this Exhibit
C) are defined in the administrative simplification section of the Health Insurance Portability and Accountability Act of 1996, HITECH (defined below) and their implementing regulations as amended from time-to-time (collectively,
“HIPAA”). 
 (c) No Third Party Beneficiaries. The Parties have not created and do not intend to create by this
Agreement any third party rights (including third party rights for Patients). 
 (d) Amendments. The Parties acknowledge that the
Health Information Technology for Economic and Clinical Health Act and its implementing regulations (collectively, “HITECH”) impose new requirements with respect to privacy, security and breach notification (collectively, the
“HITECH BA Provisions”). A future HITECH BA Provision and any other future amendments to HIPAA affecting Business Associate agreements are hereby incorporated by reference into this Agreement as if set forth in this Agreement,
effective on the date specified under HIPAA for such future HITECH BA Provision or other amendment. 
 2. Obligations of the Management
Company. 
 (a) Use and Disclosure of Protected Health Information. The Management Company may use and disclose PHI as permitted
or required under this Agreement (including this Exhibit C) or as Required by Law, but may not otherwise use or disclose any PHI. The Management Company will not, and will assure that its employees, other agents and contractors do not use or
disclose PHI in any manner that would constitute a violation of HIPAA if so used or disclosed by the Professional Company. To the extent that the Management Company is to carry out the Professional Company’s obligations under the HIPAA Privacy
Rule, the Management Company will comply with the requirements of the HIPAA Privacy Rule that apply to the Professional Company in the performance of such obligation. Without limiting the generality of the foregoing, the Management Company is
permitted to use or disclose PHI as set forth below: 
 (i) The Management Company may use PHI internally for the Management
Company’s proper management and administration or to carry out its legal responsibilities. 

  
 EXHIBIT TO MANAGEMENT
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 (ii) The Management Company may disclose PHI to a third party for the Management
Company’s proper management and administration, provided that the disclosure is Required by Law or the Management Company obtains reasonable assurances from the third party to whom such PHI is to be disclosed that the third party will
(A) protect the confidentially of the PHI, (B) only use or further disclose the PHI as Required by Law or for the purpose for which the PHI was disclosed to the third party and (C) notify the Management Company of any instances of
which such third-party is aware in which the confidentiality of the PHI has been breached. 
 (iii) The Management Company may use PHI to
provide Data Aggregation services relating to the Health Care Operations of the Professional Company if required or permitted under this Agreement. 

(iv) The Management Company may de-identify PHI consistent with applicable HIPAA requirements. 

(b) Safeguards. The Management Company will use appropriate safeguards and comply with the HIPAA Security Rule, where applicable,
to prevent the use or disclosure of PHI other than as permitted or required by this Exhibit C. The Management Company will implement Administrative Safeguards, Physical Safeguards and Technical Safeguards that reasonably and appropriately
protect the Confidentiality, Integrity and Availability of electronic PHI that it creates, receives, maintains or transmits on behalf of the Professional Company.  

(c) Minimum Necessary Standard. To the extent required by the “minimum necessary” requirements of HIPAA, the Management
Company will only request, use and disclose the minimum amount of PHI necessary to accomplish the purpose of the request, use or disclosure.  

(d) Mitigation. The Management Company will take reasonable steps to mitigate, to the extent practicable, any harmful effect
(that is known to the Management Company) of a use or disclosure of PHI by the Management Company in violation of this Exhibit C.  

(e) Trading Partner Agreement. The Management Company will not (i) change the definition, Data Condition or use of a Data
Element or Segment in a Standard (ii) add any Data Elements or Segments to the maximum defined Data Set, (iii) use any code or Data Elements that are either marked “not used” in the Standard’s Implementation Specification or
are not in the Standard’s Implementation Specification(s) or (iv) change the meaning or intent of the Standard’s Implementation Specification(s).  

(f) Agreements by Third Parties. The Management Company will obtain and maintain an agreement with each agent or subcontractor
that has or will have access to PHI, pursuant to which such agent or subcontractor agrees to be bound by the same restrictions, terms and conditions that apply to the Management Company pursuant to this Agreement with respect to such PHI. 

 (g) Reporting of Improper Disclosures of PHI. If the Management Company discovers a (i) use or disclosure of PHI in
violation of this Agreement by the Management Company or a third party to which the Management Company disclosed PHI, (ii) Successful Security Incident (as defined herein) or (iii) Breach of Unsecured PHI, then the Management Company will
report the use or disclosure in accordance with HIPAA to the Professional Company without unreasonable delay and in any event within 60 calendar days after its discovery. “Successful Security Incident” means successful unauthorized
access, use, disclosure, modification, or destruction of Electronic PHI or interference with system operations in an Information System in a manner that materially risks the Confidentiality, Integrity, or Availability of such PHI. Notice is hereby
deemed provided, and no further notice will be provided, for unsuccessful attempts at such unauthorized access, use, disclosure, modification, or destruction, such as pings and other broadcast attacks on a firewall, denial of service attacks, port
scans, unsuccessful login attempts, or interception of encrypted information where the key is not compromised, or any combination of the above.  
  

  
 EXHIBIT TO MANAGEMENT
SERVICES AGREEMENT 













 (h) Access to Information. Within 15 Business Days after receipt of a request
from the Professional Company for access to PHI about an Individual contained in any Designated Record Set of the Professional Company maintained by the Management Company, the Management Company will make available to the Professional Company such
PHI for so long as the Management Company maintains such information in the Designated Record Set. If the Management Company receives a request for access to PHI directly from an Individual, then the Management Company will forward such request to
such Professional Company within 10 Business Days.  
 (i) Availability of PHI for Amendment. Within 15 Business Days
after receipt of a request from the Professional Company for the amendment of an Individual’s PHI contained in any Designated Record Set of the Professional Company maintained by the Management Company, the Management Company will provide such
information to the Professional Company for amendment and incorporate any such amendments in the PHI (for so long as the Management Company maintain such information in the Designated Record Set) as required by 45 C.F.R. §164.526. If the
Management Company receives a request for amendment to PHI directly from an Individual, then the Management Company will forward such request to the Professional Company within 10 Business Days.  

(j) Accounting of Disclosures. Within 15 Business Days after receipt of notice from the Professional Company stating that the
Professional Company has received a request for an accounting of disclosures of PHI (other than disclosures to which an exception to the accounting requirement applies), the Management Company will make available to the Professional Company such
information as is in the Management Company’s possession and required for the Professional Company to make the accounting required by 45 C.F.R. §164.528.  

(k) Availability of Books and Records. The Management Company will make its internal practices, books and records relating to the use
and disclosure of PHI available to the Secretary for purposes of determining the Professional Company’s and the Management Company’s compliance with HIPAA. 

3. Obligations of the Professional Company. 

(a) Permissible Requests. The Professional Company will not request that the Management Company use or disclose PHI in any manner that
would not be permissible under HIPAA if done directly by the Professional Company. 
 (b) Minimum Necessary Information. The
Professional Company represents that, to the extent that the Professional Company provides PHI to the Management Company, such information is the minimum necessary PHI for the accomplishment of the Management Company’s purpose. 

(c) Consents/Authorizations. The Professional Company represents that, to the extent that the Professional Company provides PHI to the
Management Company, the Professional Company has obtained the consents, authorizations and other forms of legal permission required under HIPAA and other applicable Law, including any necessary authorizations for the use of PHI for marketing
purposes, if applicable. 
 4. Effect of Termination of this Agreement. Promptly after the expiration or termination of this
Agreement, the Management Company will either return to the Professional Company, as applicable, or destroy all PHI then in the Management Company’s possession; provided, however, that to the extent that the Management Company reasonably
determines that the return or destruction of such PHI is not feasible, then the terms and provisions of this Exhibit C will survive the expiration or termination of this Agreement and such PHI may be used or disclosed only for the purposes
that prevented the Management Company’s return or destruction of such PHI. 
  

  
 EXHIBIT TO MANAGEMENT
SERVICES AGREEMENT 













 EXHIBIT D 

MANAGEMENT FEE 
 Sample Non-Illinois
Management Fee Structure52 
 In consideration of the Management Services, the Professional
Companies will pay the Management Company a [MONTHLY] management fee equal to the lesser of (a) [            ] percent ([__]%)] of the Professional Companies’ gross revenues and
(b) the Professional Companies’ net profits (defined as the Professional Companies’ gross revenues minus the amount of all costs and expenses of the Professional Companies other than the management fee). 

Sample Illinois Management Fee Structure 
  

	1.	 In consideration of the billing component of the Management Services, the Professional Company will pay the
Management Company a fee equal to [            (            %)] of net cash collections resulting from billing receipts
for professional services provided by the Professional Company and the Clinical Professionals in the Applicable States per month. 


  

	2.	 In consideration of the collection agency component of the Management Services, the Professional Company will
pay the Management Company a fee equal to [            (            %)] of any amount collected by the Management Company
for each delinquent account sent by the Management Company to collections for the Applicable States per month. 


  

	3.	 In consideration of all other Management Services, the Professional Company will pay the Management Company a
fee equal to [            and 00/100 U.S. Dollars ($            )] per month (the “Fixed Monthly Fee”).



 The Parties recognize that the Practice may change in size and scope over the term of this Agreement, which may cause the Management
Fee, as adjusted, to no longer reflect the fair market value of the Management Services provided pursuant to this Agreement; accordingly, the Parties will review the Management Fee at least annually and make appropriate adjustments as the Parties
may mutually agree to ensure that the Management Fee on a go-forward basis comports with the fair market value of the increased or decreased demand for Management Services based on material changes to the size and scope of the Practice. 

 

	52 	 NTD: This would need to be customized to comply with any applicable state limitations or restrictions.



  

  
 EXHIBIT TO MANAGEMENT
SERVICES AGREEMENT 













 EXHIBIT R 

[FORM OF] 
 SECURITIES TRANSFER
RESTRICTION AGREEMENT 
 This Securities Transfer Restriction Agreement (this “Agreement”) dated [•] is among
[•] (the “Professional Company”), [•] (the “Equityholder”) and [•] (the “Management Company”). The Professional Company, the Equityholder and the Management
Company are collectively referred to herein as the “Parties”. 
 RECITALS 

A. The Equityholder holds 100% of the outstanding equity securities of the Professional Company. 

B. The Management Company and its Affiliates provide management, administrative and back-office services to the Professional Company. 

C. The Parties believe that it is in the best interest of the Professional Company to restrict the transferability of the Professional
Company’s equity securities. 
 AGREEMENT 

The Parties hereby agree as follows: 
 1.
Restrictions on Transfer. Except as otherwise provided in this Agreement, the Equityholder may not (voluntarily, involuntarily or by operation of law) sell, assign, transfer, gift, pledge, hypothecate, encumber or otherwise dispose of
(“Transfer”) any of the Professional Company’s equity securities currently owned or hereafter acquired by the Equityholder (whether by dividend, split, reverse split, recapitalization, merger, consolidation or otherwise) (the
“Restricted Securities”). 
 2. Automatic Transfer of Interest in Certain Events. If a Transfer Event occurs, then
all of the Restricted Securities then-held by the Equityholder (or any heir, executor, administrator, personal representative, estate, testamentary beneficiary, donee, trustee in bankruptcy, successor or assignee of the Equityholder) will
immediately be deemed transferred to the Designated Transferee without action by the Equityholder. 
 (a) “Transfer Event”
means (i) the Equityholder dies or becomes incompetent or permanently disabled, (ii) the Equityholder is disqualified from holding the Professional Company’s equity securities under applicable law or the Professional Company’s
articles / certificate of incorporation/organization/formation and other governing documents, (iii) the Equityholder attempts to Transfer any Restricted Securities not in compliance with this Agreement, (iv) the Therapy Director Agreement
of even date herewith between the Equityholder and the Management Company, as may be amended or restated, is terminated for any reason, (v) the Equityholder becomes insolvent, voluntarily files for bankruptcy or similar protection from
creditors, is subject to an involuntary petition for bankruptcy or similar protection, (vi) any petition or other document is filed to cause or intended to cause a judicial, administrative, voluntary or involuntary dissolution of the
Professional Company (if the Management Company determines that such a petition or filing constitutes a Transfer Event), (vii) any petition or other document is filed seeking judicial or administrative review of, or challenging the
enforceability of this Agreement, the Professional Company’s articles / certificate of incorporation / organization / formation or any other agreement, document or instrument pertaining to the governance, management or operation of the
Professional Company (if the Management Company determines that such a petition or filing constitutes a Transfer Event), (viii) the Equityholder’s license to practice physical therapy in any state is suspended, revoked or otherwise
limited, or (ix) the Equityholder engages in any conduct that, in Management Company’s reasonable opinion, could adversely impact the business, operations, finances or prospects of the Professional Company, the Management Company or any of
their respective subsidiaries. 

  
 R-1 













 (b) “Designated Transferee” means either (i) the individual who,
immediately after a Transfer Event, holds the title of Therapy Director of the Management Company by virtue of having entered into a therapy director agreement with the Management Company or (ii) if no such individual exists, a licensed
professional designated by the Management Company. 
 3. Transfer of Restricted Securities. Upon a Transfer Event and in consideration
for the Restricted Securities, the Designated Transferee will pay to the Equityholder One Hundred and 00/100 U.S. Dollars ($100.00) (the “Purchase Price”), delivered in immediately available funds within 30 calendar days after the
Transfer of the Restricted Securities to the Designated Transferee. 
 (a) Notwithstanding the Designated Transferee’s obligation to pay
the Purchase Price to the Equityholder pursuant to this Section 0: 
 (i) the Restricted Securities will be immediately deemed
Transferred to the Designated Transferee upon a Transfer Event and thereafter the Equityholder will only have the right to receive the Purchase Price from the Designated Transferee, 

(ii) neither the Equityholder nor any purported transferee of the Restricted Securities (other than the Designated Transferee) will have
or may exercise any voting, economic or other rights or interests in the Restricted Securities or otherwise with respect to the Professional Company, and 

(iii) the Equityholder will automatically and immediately be deemed to have resigned from all director, limited liability company manager
and officer positions of the Professional Company and the Management Company that were held by the Equityholder immediately before the Transfer Event. 

(b) If the Designated Transferee fails to timely pay the Purchase Price to the Equityholder in accordance with this Section 0, the
Equityholder’s only remedy will be money damages and such failure will not jeopardize the Transfer of the Restricted Securities to the Designated Transferee. 

(c) The Equityholder has completed in blank the Restricted Securities Transfer Power attached hereto as Exhibit A to facilitate the
agreements set forth herein. 
 4. New Securities. The restrictions contained in this Agreement will apply to any new, substituted or
additional securities issued to the Equityholder with respect to the Restricted Securities or other securities or property distributed to the Equityholder with respect to the Restricted Securities upon any stock dividend, stock split, reverse stock
split, recapitalization, merger, reorganization or other change affecting the Professional Company’s outstanding equity securities. 

5. Certificate Legends. All certificates representing Restricted Securities held by the Equityholder must bear the following legend:

 THE SECURITIES REPRESENTED BY THIS CERTIFICATE (A) ARE SUBJECT TO A SECURITIES TRANSFER RESTRICTION AGREEMENT DATED [•], A COPY
OF WHICH MAY BE REQUESTED FROM THE COMPANY AND (B) MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ENCUMBERED EXCEPT AS PERMITTED IN ACCORDANCE WITH SUCH SECURITIES TRANSFER RESTRICTION AGREEMENT. THE RECORD HOLDER
OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY OBTAIN A COPY OF THE SECURITIES TRANSFER RESTRICTION AGREEMENT FROM THE COMPANY UPON WRITTEN REQUEST AND WITHOUT CHARGE. 

  
 R-2 













 6. Miscellaneous. 

(a) Further Assurances. Each Party will take all further actions and execute and deliver all further documents that are necessary to
comply with the terms of this Agreement. 
 (b) Notices. All notices and other communications required or permitted under this
Agreement (i) must be in writing, (ii) will be duly given (A) when delivered personally to the recipient or (B) one Business Day after being sent to the recipient by nationally recognized overnight private carrier (charges
prepaid) and (iii) addressed as follows (as applicable): If to the Equityholder, to the most recent address for the Equityholder reflected in the Professional Company’s books and records 

 

			
	If to the Professional Company or the	  	with a copy (not constituting notice) to:
	Management Company:	  	

 or to such other respective address as each Party may designate by notice given in accordance with this Section 0. 

(c) Entire Agreement. This Agreement constitutes the complete agreement and understanding among the Parties regarding the subject matter
of this Agreement and supersedes any prior understandings, agreements or representations regarding the subject matter of this Agreement. 

(d) Amendments. The Parties may amend this Agreement only pursuant to a written agreement executed by the Parties. 

(e) Non-Waiver. The Parties’ respective rights and remedies under this Agreement are cumulative and not alternative. Neither the
failure nor any delay by any Party in exercising any right, power or privilege under this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any
other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. No waiver will be effective unless it is in writing and signed by an authorized representative of the waiving Party. No waiver given
will be applicable except in the specific instance for which it was given. No notice to or demand on a Party will constitute a waiver of any obligation of such Party or the right of the Party giving such notice or demand to take further action
without notice or demand as provided in this Agreement. 
 (f) Assignment. No Party may assign this Agreement or any rights under this
Agreement, or delegate any duties under this Agreement, without the other Parties’ prior written consent; provided, however, that the Management Company may assign this Agreement or any of its rights under this Agreement or delegate any
of its duties under this Agreement without the consent of the other Parties. 
 (g) Binding Effect; Benefit. This Agreement will inure
to the benefit of and bind the Parties and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, may be construed to give any Person other than the Parties and their respective successors and permitted
assigns any right, remedy, claim, obligation or liability arising from or related to this Agreement; provided, however, that the Designated Transferee is an intended beneficiary of this Agreement and will have standing to enforce the provisions of
this Agreement. 
 (h) Severability. If any court of competent jurisdiction holds any provision of this Agreement invalid or
unenforceable, then the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid
or unenforceable. 

  
 R-3 













 (i) References. The headings of Sections are provided for convenience only and will
not affect the construction or interpretation of this Agreement. Unless otherwise provided, references to “Section(s)” and “Exhibit(s)” refer to the corresponding section(s) and exhibit(s) of or to this Agreement. Each Exhibit is
hereby incorporated into this Agreement by reference. Reference to a statute refers to the statute, any amendments or successor legislation and all rules and regulations promulgated under or implementing the statute, as in effect at the relevant
time. Reference to a contract, instrument or other document as of a given date means the contract, instrument or other document as amended, supplemented and modified from time to time through such date. 

(j) Construction. Each Party participated in the negotiation and drafting of this Agreement, assisted by such legal and tax counsel as
it desired, and contributed to its revisions. Any ambiguities with respect to any provision of this Agreement will be construed fairly as to all Parties and not in favor of or against any Party. All pronouns and any variation thereof will be
construed to refer to such gender and number as the identity of the subject may require. The terms “include” and “including” indicate examples of a predicate word or clause and not a limitation on that word or clause. The term
“Business Day” means a day that is not a Saturday, Sunday or legal holiday on which banks are authorized or required to be closed in New York, New York. 

(k) Governing Law. THIS AGREEMENT IS GOVERNED BY THE LAWS OF THE STATE OF [•], WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. 

(l) Specific Enforcement. The Equityholder acknowledges and agrees that (i) compliance with the Equityholder’s covenants
and agreements in Section 0, Section 0, Section 0 and this Section 0 is necessary to protect the goodwill and legitimate business interests of the other Parties and their businesses, (ii) any breach of such covenant
or agreement will cause irreparable injury to the other Parties and that actual damages would be difficult to ascertain and would be inadequate, (iii) if the Equityholder breaches any such covenant or agreement, then the other Parties will be
entitled to injunctive relief and specific performance to in addition to such other legal and equitable remedies that may be available, (iv) the Equityholder hereby waives the claim or defense that an adequate remedy at law exists for such a
breach, (v) the Equityholder hereby waives any claim or defense to the enforcement of such covenants and agreements arising from or related to any other claim or cause of action that the Equityholder may have against any other Party and
(vi) the Equityholder will reimburse the other Parties for all costs and expenses (including reasonable attorneys’ fees and costs) arising from or related to the enforcement of this Section 0. 

(m) Waiver of Trial by Jury. EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING
IN CONNECTION WITH ANY MATTER RELATING TO THIS AGREEMENT. 
 (n) Counterparts. The Parties may execute this Agreement in multiple
counterparts, each of which will constitute an original and all of which, when taken together, will constitute one and the same agreement. The Parties may deliver executed signature pages to this Agreement by facsimile or e-mail transmission. No
Party may raise (i) the use of a facsimile or email transmission to deliver a signature or (ii) the fact that any signature, agreement or instrument was signed and subsequently transmitted or communicated through the use of a facsimile or
email transmission as a defense to the formation or enforceability of a contract, and each Party forever waives any such defense. 

[SIGNATURE PAGE IMMEDIATELY FOLLOWS] 

  
 R-4 













 The Parties execute this Securities Transfer Restriction Agreement as of the date first
written above. 
  

							
	THE PROFESSIONAL COMPANY:	 		 	[•]	 	
				
		 		 	By:	 	          

		 		 		 	[_______________], its sole member
				
	THE EQUITYHOLDER:	 		 		 	
		 		 	          

		 		 	[_______________]
				
	THE MANAGEMENT COMPANY:	 		 	[•]	 	
				
		 		 	By:	 	  

		 		 	Name:	 	          

		 		 	Title:	 	  


 The undersigned, being the spouse of the Equityholder, joins in the execution of this Agreement to evidence that the
undersigned’s community property or other similar interest, if any, in and to the Restricted Securities is subject to the terms and conditions of this Agreement in all respects. 

 

							
	Acknowledged and Agreed:	 		 	          

		 		 	Name:	 	      



  
 SIGNATURE PAGE TO
SECURITIES TRANSFER RESTRICTION AGREEMENT 













 EXHIBIT A 

FORM OF RESTRICTED SECURITIES TRANSFER POWER 

[see attached] 
  

  
 EXHIBIT TO SECURITIES
TRANSFER RESTRICTION AGREEMENT 













 RESTRICTED SECURITIES TRANSFER POWER 

For value received, I, [•], hereby (i) sell, assign and transfer to [•] all of the equity securities of
[•] (the “Professional Company”), standing in my name on the books and records of the Professional Company and (ii) irrevocably constitute and appoint [•], as my attorney to transfer such equity
securities on the books of the Professional Company with full power of substitution in the premises. 
 Date:
                     
  

			
	          

	Name:	 	  















 EXHIBIT S 

[FORM OF] 
 THERAPY DIRECTOR
AGREEMENT 
 This Therapy Director Agreement (this “Agreement”) dated [•] is between [•] (the
“Service Company”), and [•] (the “Therapy Director”). The Service Company and the Therapy Director are collectively referred to herein as the “Parties”. 

RECITALS 
 A. The Therapy
Director is licensed to provide physical therapy and other clinical services to the general public in the jurisdictions listed on Exhibit A (the “Applicable States”). 

B. The Service Company is in the business of providing business support services for the non-clinical business operations of the professional
entities listed on Exhibit A and additional professional entities located in the Applicable States that hereafter enter into business support services agreements with the Service Company (collectively, the “Associated
Practices”). C. The Service Company desires to engage the Therapy Director, and the Therapy Director desires to serve, as the Service Company’s “Therapy Director” for the Applicable States in accordance with the terms and
conditions of this Agreement. 
 AGREEMENT 

The Parties agree as follows: 
 1.
Retention. The Service Company hereby retains the Therapy Director as an independent contractor to serve as the “therapy director” of the Service Company in the Applicable States and, in that role, to provide the Services (as
defined in Section 0) to the Service Company and the Associated Practices. The Therapy Director hereby accepts such retention and agrees to provide the Services in accordance with the terms and conditions contained in this Agreement. 

2. Duties of the Therapy Director. 

(a) Services. The Therapy Director will serve as the Service Company’s “therapy director” for
medico-administrative services in the Applicable States and, in such role, will provide to the Service Company the following services in collaboration with the Service Company’s chief executive officer or the Service Company’s chief
executive officer’s designee (the “Services”): 
 (i) assist the Service Company in the development of
comprehensive medico-administrative policies and procedures, 
 (ii) participate in multidisciplinary team meetings of the Service
Company and the Associated Practices’ professional staff, as appropriate, and 
 (iii) be available to the Service Company, as
needed, to answer questions of a medico-administrative nature. 
 (b) Compliance. During the Term, the Therapy Director will be bound
by, and provide the Services consistent with, (i) the policies, rules and regulations of the Company Group, as may be amended from time to time, and (ii) the standards, rules and regulations of the United States Department of Health and
Human Services, each Federal Health Care Program in which the Associated Practices participate, each commercial third-party payor program in which the Associated Practices participate and any government authority or accreditation organization
exercising authority with respect to, accrediting or providing reimbursement to the Company Group. 

  
 S-1 













 3. Representations and Warranties of the Therapy Director. The Therapy Director makes
the following representations and warranties to the Service Company. 
 (a) The Therapy Director (i) is duly licensed, registered and in
good standing under the laws of the Applicable States to engage in the practice of physical therapy and will retain such licensure, registration and good standing status during the Term, (ii) will provide the Service Company with a copy of the
Therapy Director’s most recent professional licenses and applications for professional licensure in each of the Applicable States and (iii) authorizes the Service Company to make such initial and periodic inquiries concerning the Therapy
Director’s professional competence as required by the Service Company’s policies and procedures and the laws of the Applicable States that are relevant to professional licensure and certification. 

(b) The Therapy Director has full power, authority and legal capacity to enter into and perform this Agreement. 

(c) This Agreement has been duly executed and delivered by the Therapy Director and constitutes a valid and legally binding obligation of the
Therapy Director, enforceable against the Therapy Director in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, moratorium and similar generally applicable Laws regarding creditors’ rights or by general
equity principles. 
 4. Compensation. 

(a) Therapy Director Fee. On the terms and subject to the conditions contained in this Agreement, the Service Company will pay the
Therapy Director a monthly fee of [Five Hundred and 00/100 U.S. Dollars ($500.00)] (the “Therapy Director Fees”) during the Term in consideration of the services rendered by the Therapy Director to the Service Company
pursuant to this Agreement. The Therapy Director Fee will be payable in accordance with the Service Company’s regular payroll practices. 

(b) Independent Contractor Status. The Therapy Director is an independent contractor with respect to the Therapy Director Services and
no employment relationship is intended between the Parties under this Agreement. 
 (i) Except as expressly provided herein, nothing in this
Agreement will be construed as entitling the Therapy Director to (A) control in any manner the conduct of the business of the Service Company, (B) negotiate or enter into any contract on behalf the Service Company or (C) otherwise act
on behalf of or bind the Service Company. 
 (ii) The Therapy Director will file all tax returns and reports required to be filed by the
Therapy Director on the basis that the Therapy Director is an independent contractor and not an employee of the Service Company and will timely pay in full all taxes (including federal, state and local income taxes and social security (FICA) taxes)
in connection with the Therapy Director’s engagement and remuneration under this Agreement. The Service Company will not pay any unemployment or workers’ compensation taxes or premiums on behalf of or regarding the Therapy Director. 

5. Cooperation; Compliance with Regulatory Authorities. The Service Company and the Therapy Director agree to cooperate with one another
in the fulfillment of their respective obligations under this Agreement, and to comply with (a) all applicable Laws, (b) all Orders to which any of the Therapy Director and the Company Group entities is party or by which any of the Therapy
Director and the Company Group entities is bound and (c) the requirements of any insurance company insuring any of the Therapy Director and the Company Group entities against liability for injury or accident in or on the premises of the Company
Group due to professional malpractice, negligence or accident. 

  
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 6. Term; Termination. 

(a) Initial Term; Automatic Renewals. The initial term of this Agreement commences on the date of this Agreement and ends on the first
anniversary of this Agreement, subject to earlier termination in accordance with Section 0 (the “Initial Term” and, together with all Renewal Terms, the “Term”). After the Initial Term, this Agreement will
automatically renew for successive two year terms (each a “Renewal Term”) unless (i) either Party delivers written notice to the other Party of its intent not to renew this Agreement at least 120 calendar days before the end of
the Term or (ii) this Agreement is otherwise terminated in accordance with Section 0. 
 (b) Termination. This
Agreement may be terminated during the Term: 
 (i) by mutual agreement of the Parties, 

(ii) by the Service Company for any reason immediately upon written notice to the Therapy Director, or (iii) by the Therapy Director for
the Service Company’s material breach of any material term or condition of this Agreement that is not cured by the Service Company within 60 calendar days after the Service Company’s receipt from the Therapy Director of written notice of
such breach. 
 7. Confidential Information. In the course of providing the Services, the Therapy Director will have access to the
most sensitive and most valuable trade secrets, proprietary information and other confidential information, including management reports, marketing studies, marketing plans, financial statements, internal memoranda, reports, patient records and
information, referral source information, payor information and other materials or records of a proprietary nature (collectively, “Confidential Information”) of the Company Group, which constitute valuable business assets of the
Company Group, and the use, application or disclosure of such Confidential Information will cause substantial and possibly irreparable damage to the business and asset value of the Company Group. Therefore, as an inducement for the Service Company
to enter into this Agreement and to protect the Confidential Information and other business interests of the Company Group, the Therapy Director agrees to be bound by the restrictive covenants contained in this Section 0. 

(a) Non-Disclosure Covenant. After the date of this Agreement, the Therapy Director will keep confidential and not disclose to any other
Person or use for their own benefit or the benefit of any other Person any Confidential Information; provided, however, that the obligations under this Section 0 will not apply to Confidential Information that (i) is or becomes
generally available to the public without breach of the commitments contemplated by this Section 0 or (ii) is required to be disclosed by any Law or Order; provided that as soon as practicable before such disclosure, the Therapy
Director give the Service Company prompt written notice of such disclosure to enable the Company Group to seek a protective order or otherwise preserve the confidentiality of such information. 

(b) Equitable Relief. The Therapy Director acknowledges and agrees that (i) any breach of the restrictive covenants in this
Section 0 will cause irreparable injury to the Company Group and that actual damages may be difficult to ascertain and would be inadequate, (ii) if any breach of any such covenant occurs, then the Company Group will be entitled to
injunctive relief in addition to such other legal and equitable remedies that may be available (without limiting the availability of legal or equitable remedies, including injunctive relief, under any other provision of this Agreement) and
(iii) the Therapy Director hereby waives the claim or defense that an adequate remedy at law exists for such a breach. 

  
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 8. Indemnification. 

(a) Generally. The Service Company will indemnify, defend and hold harmless the Therapy Director to the fullest extent permitted under
applicable Law against all losses, liabilities, demands, claims, actions or causes of action, regulatory, legislative or judicial proceedings or investigations, assessments, levies, fines, penalties, damages, costs and expenses (including reasonable
attorneys’ fees and expenses) in connection with the defense or investigation of any third-party claim (“Damages”) reasonably incurred by the Therapy Director because such Person is or was serving as the Service Company’s
“therapy director”; provided, however, that the Service Company will not be obligated to indemnify the Therapy Director for (i) Damages incurred by any Company Group entity or economic loss or tax obligations incidental
to the ownership of any interest in the securities of any Company Group entity, or (ii) any Damages attributable to (A) the Therapy Director’s fraud, willful misconduct or reckless disregard for or knowing violation of applicable Laws
and Orders, (B) the Therapy Director’s breach or attempted breach of any governing document of any Associated Practice or any attempt by the Therapy Director to transfer securities of any Associated Practice in violation of any securities
transfer restrictions applicable to the securities of such Associated Practice, (C) any legal action by or on behalf of the Therapy Director or any of the Therapy Director’s affiliates challenging the validity or enforceability of this
Agreement or any other written contract, agreement or understanding between or among the Therapy Director, the Service Company and any Associated Practice, (D) the Therapy Director’s commission of any felony or any crime involving moral
turpitude, (E) the Therapy Director’s exclusion from participation in any Federal Health Care Program, (F) the Therapy Director’s fraud, misappropriation or embezzlement with respect to any Company Group property, or (G) any
expenses, liabilities or losses arising from or related to (1) malpractice or professional liability claims against the Therapy Director arising from the Therapy Director’s work as a licensed professional or (2) the loss of or failure
to maintain any professional license, permit, certification or privilege maintained or required to be maintained by the Therapy Director as a licensed professional. 

(b) Expense Advances. Subject to the Service Company’s receipt of an undertaking by the Therapy Director to repay any advanced
amounts if the Therapy Director is ultimately not entitled to indemnification by the Service Company under this Agreement, the Service Company will pay, in advance of final disposition (including all appeals) promptly upon request by the Therapy
Director, all expenses (including attorneys’ fees and expenses) incurred by the Therapy Director in defending any action, suit or proceeding involving a claim for which the Therapy Director may be entitled to indemnification under this
Agreement. 
 (c) Non-Exclusive. The right to indemnification and the advancement of expenses conferred in this Section 0 is
not exclusive of any other right that the Therapy Director may have or hereafter acquire under applicable Law, by contract or otherwise. 

(d) Limitations. The obligations of the Service Company under this Section 0 are subject to the following limitations: 

(i) The amount of the Therapy Director’s indemnifiable Damages will be offset by the amount of (x) any insurance proceeds
actually recovered from insurers and (y) any indemnity, contribution or other similar payments received by the Therapy Director from any Person (including any Associated Practice) other than the Service Company
(“Third-Parties”) with respect to such Damages. 
 (ii) If the Therapy Director receives mitigating insurance proceeds,
recoveries from Third-Parties for any indemnifiable Damages after an indemnification payment is made in respect of such Damages, then the Therapy Director will promptly pay to the Service Company the amount of such insurance proceeds and Third-Party
recoveries when and to the extent actually received. In no event will the Therapy Director be obligated to remit to the Service Company any offsetting payment under this Section 0 in excess of the amount previously paid by the Service Company
to the Therapy Director in respect of the underlying indemnifiable Damages. 

  
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 (iii) This Section 0 notwithstanding, the Therapy Director may submit and pursue
indemnity claims in accordance with this Section 0, and the Service Company will be obligated to indemnify the Therapy Director before the Therapy Director has pursued any available recovery from insurers and Third-Parties. 

(iv) The Service Company and the Therapy Director will take (and cause their applicable affiliates to take) all commercially reasonable steps
to timely pursue any available recovery from insurers or from Third-Parties pursuant to any contractual rights to indemnification, reimbursement, offset or recovery against such Third-Parties in respect of any indemnifiable Damages. 

(v) The Therapy Director will not be entitled to recover or make a claim for any amounts in respect of special or punitive damages, other than
such damages as the Indemnitee may be required to pay to Third-Parties as a result of the facts and circumstances underlying such indemnification claim. 

(vi) Nothing in this Agreement may be construed to require or permit indemnification of the Therapy Director to the extent not permitted under
applicable Law. 
 (e) Service Company Obligation Only. Any contrary provision in this Agreement notwithstanding, indemnification by
the Service Company pursuant to this Section 0 will be provided from, and only to the extent of, the Service Company’s assets, and neither the equityholder of the Service Company nor the equityholders of such equityholder will have
personal liability on account thereof or be required to make additional capital contributions to help satisfy the Service Company’s indemnification obligations under this Section 0, unless such equityholder or equityholders otherwise
agree in writing or are found in a final, non-appealable judgment by a court of competent jurisdiction to have personal liability with respect thereto. 

(f) Independence. Except as otherwise provided in Section 0 and Section 0, the existence of any claim, demand, action or
cause of action of the Therapy Director against the Service Company or any of its Affiliates, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by the Therapy Director of the Therapy Director’s
rights under this Section 0. 
 (g) Insurance. The Service Company will use commercially reasonable efforts to maintain
insurance, at its expense and on terms acceptable to the Service Company, to protect the Therapy Director against any Damages indemnifiable under this Section 0. 

9. Definitions. 

“Agreement” is defined in the preamble of this Agreement. 

“Applicable States” is defined in Recital A of this Agreement. 

“Associated Practices” is defined in Recital B of this Agreement. 

“Business Day” means a day that is not a Saturday, Sunday or legal holiday on which banks are authorized or required to be
closed in New York, New York. 
 “Company Group” means the Service Company, its subsidiaries and the professional practice
entities to which the Company and its subsidiaries provide business, administrative and back office services. 
 “Confidential
Information” is defined in Section 0. 

  
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 “Damages” is defined in Section 0. 

“Federal Health Care Program” means any “federal health care program” as defined in 42 U.S.C. §
1320a-7b(f), including Medicare, Medicaid, TRICARE and similar or successor programs with or for the benefit of any government authority. 

“Initial Term” is defined in Section 0. 

“Law” means a federal, state, local, municipal, foreign, international, multinational and other constitution, statute, law,
rule, regulation, ordinance, code, principle of common law or treaty. 
 “Order” means an order, injunction, judgment,
decree, ruling, assessment or arbitration award of any government authority or arbitrator. 
 “Parties” is defined in the
preamble of this Agreement. 
 “Person” means any natural individual, corporation, partnership, limited liability company,
joint venture, association, bank, trust company, trust or other entity, whether or not legal entities, or any government entity, agency or political subdivision. 

“Renewal Term” is defined in Section 0. 

“Service Company” is defined in the preamble of this Agreement. 

“Services” is defined in Section 0. 

“Term” is defined in Section 0. 

“Therapy Director” is defined in the preamble of this Agreement. 

“Therapy Director Fees” is defined in Section 0. 

“Third-Party” is defined in Section 0. 

10. General Provisions. 

(a) Acknowledgment. The Parties acknowledge that none of the compensation paid to the Therapy Director hereunder is conditioned on any
requirement that the Therapy Director make referrals to, be in a position to make or influence referrals to, or otherwise generate business for the Service Company. 

(b) Notices. All notices and other communications required or permitted under this Agreement (i) must be in writing, (ii) will
be duly given (A) when delivered personally to the recipient or (B) one Business Day after being sent to the recipient by nationally recognized overnight private carrier (charges prepaid) and (iii) addressed as follows (as
applicable): If to the Therapy Director, to the most recent address of the Therapy Director reflected in the Service Company’s books and records 
  

			
	If to the Service Company:	  	with a copy (not constituting notice) to:

 or to such other respective address as each Party may designate by notice given in accordance with this Section 0. 

 

  
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 (c) Entire Agreement. This Agreement constitutes the complete agreement and
understanding among the Parties regarding the subject matter of this Agreement and supersedes any prior understandings, agreement or representations regarding the subject matter of this Agreement. 

(d) Amendments. The Parties may amend this Agreement only pursuant to a written agreement executed by the Parties. 

(e) Vested Rights. No amendment, supplement or termination of the Agreement shall affect or impair any rights or obligations which shall
have theretofore matured hereunder. 
 (f) Survival. Any provisions of this Agreement which by their nature are intended to survive
the termination of this Agreement shall survive the termination hereof. 
 (g) Non-Waiver. The Parties’ respective rights and
remedies under this Agreement are cumulative and not alternative. Neither the failure nor any delay by any Party in exercising any right, power or privilege under this Agreement will operate as a waiver of such right, power or privilege, and no
single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. No waiver will be effective unless it is in
writing and signed by an authorized representative of the waiving Party. No waiver given will be applicable except in the specific instance for which it was given. No notice to or demand on a Party will constitute a waiver of any obligation of such
Party or the right of the Party giving such notice or demand to take further action without notice or demand as provided in this Agreement. 

(h) Assignment. The Therapy Director may not assign this Agreement or any rights under this Agreement, or delegate any duties under this
Agreement, without the Service Company’s prior written consent. The Service Company may assign this Agreement or any rights under this Agreement or delegate any duties under this Agreement without the Therapy Director’s consent. 

(i) Binding Effect; Benefit. This Agreement will inure to the benefit of and bind the Parties and their respective successors and
permitted assigns. Nothing in this Agreement, express or implied, may be construed to give any Person other than the Parties and their respective successors and permitted assigns any right, remedy, claim, obligation or liability arising from or
related to this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties and their respective successors and permitted assigns. 

(j) Severability. If any court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable, then the other
provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. 

(k) References. The headings of Sections are provided for convenience only and will not affect the construction or interpretation of
this Agreement. Unless otherwise provided, references to “Section(s)” and “Exhibit(s)” refer to the corresponding section(s) and exhibit(s) of or to this Agreement. Reference to a statute refers to the statute, any amendments or
successor legislation and all rules and regulations promulgated under or implementing the statute, as in effect at the relevant time. Reference to a contract, instrument or other document as of a given date means the contract, instrument or other
document as amended, supplemented and modified from time to time through such date. 
 (l) Construction; Defined Terms. Each Party
participated in the negotiation and drafting of this Agreement, assisted by such legal and tax counsel as it desired, and contributed to its revisions. Any ambiguities with respect to any provision of this Agreement will be construed fairly as to
all Parties and not in favor of or against any Party. All pronouns and any variation thereof will be construed to refer to such gender and number as the identity of the subject may require. The terms “include” and “including”
indicate examples of a predicate word or clause and not a limitation on that word or clause. 

  
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 (m) Governing Law. THIS AGREEMENT IS GOVERNED BY THE LAWS OF THE STATE OF [•],
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. (n) Waiver of Trial by Jury. EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING IN CONNECTION WITH ANY MATTER RELATING TO THIS AGREEMENT.

 (o) Counterparts. The Parties may execute this Agreement in multiple counterparts, each of which will constitute an original and
all of which, when taken together, will constitute one and the same agreement. The Parties may deliver executed signature pages to this Agreement by facsimile or e-mail transmission. No Party may raise as a defense to the formation or enforceability
of this Agreement, and each Party forever waives any such defense, either (i) the use of a facsimile or email transmission to deliver a signature or (ii) the fact that any signature was signed and subsequently transmitted by facsimile or
email transmission. 
 [SIGNATURE PAGE IMMEDIATELY FOLLOWS] 

  
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 The Parties sign this Agreement as of the date first written above. 

 

							
	SERVICE COMPANY:	 		 	[•]	 	
				
		 		 	By:	 	          

		 		 	Name:	 	  

		 		 	Title:	 	  

				
	THERAPY DIRECTOR:	 		 		 	
			
		 		 	          

		 		 	[_______________]


  
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DIRECTOR AGREEMENT 













 EXHIBIT A 

APPLICABLE STATES AND ASSOCIATED PRACTICES 

Applicable States: 
 [to be added]

 Associated Practices: 
 [to be
added] 

  
 SIGNATURE PAGE TO THERAPY
DIRECTOR AGREEMENT