Exhibit 10.2


 


Execution Version


 


FIRST LIEN TERM LOAN CREDIT AGREEMENT



consisting of a



$1,240,297,917.21

Tranche B Term Loan Facility



dated as of December 10, 2019



by and among



CONCENTRA HOLDINGS, INC.,

as Holdings
 

CONCENTRA INC.,

as the Borrower



The Lenders Party Hereto from Time to Time



SELECT MEDICAL CORPORATION,

as Administrative Agent and Collateral Agent


 






    


     


    

 


TABLE OF CONTENTS


 


	 	Page
	ARTICLE I
	 
	 Definitions




 


	SECTION 1.01   Defined Terms	1
	SECTION 1.02   Classification of Loans and Borrowings	34
	SECTION 1.03   Terms Generally	34
	SECTION 1.04   Accounting Terms; GAAP	35
	SECTION 1.05   [Reserved]	35
	SECTION 1.06   Available Amount Transactions	35
	SECTION 1.07   Pro Forma Calculations	35



 


ARTICLE II


 


The Credits




 


	SECTION 2.01   Commitments	37
	SECTION 2.02   Loans and Borrowings	37
	SECTION 2.03   Requests for Borrowings	37
	SECTION 2.04   [Reserved]	38
	SECTION 2.05   [Reserved]	38
	SECTION 2.06   Funding of Borrowings	38
	SECTION 2.07   Interest Elections	38
	SECTION 2.08   Termination and Reduction of Commitments	39
	SECTION 2.09   Repayment of Loans; Evidence of Debt	40
	SECTION 2.10   Amortization of Tranche B Term Loans	40
	SECTION 2.11   Prepayment of Loans	41
	SECTION 2.12   [Reserved]	44
	SECTION 2.13   Interest	44
	SECTION 2.14   Alternate Rate of Interest; Illegality	44
	SECTION 2.15   Increased Costs	46
	SECTION 2.16   Break Funding Payments	47
	SECTION 2.17   Taxes	47
	SECTION 2.18   Payments Generally; Pro Rata Treatment; Sharing of Setoffs	49
	SECTION 2.19   Mitigation Obligations; Replacement of Lenders	50
	SECTION 2.20   Incremental Extensions of Credit	51
	SECTION 2.21   Extended Term Loans	54
	SECTION 2.22   [Reserved]	55



 


ARTICLE III


 


Representations and Warranties




 


	SECTION 3.01   Organization; Power	55
	SECTION 3.02   Authorization; Enforceability	55
	SECTION 3.03   Governmental Approvals; No Conflicts	56
	SECTION 3.04   Financial Condition; No Material Adverse Effect	56
	SECTION 3.05   Properties	56
	SECTION 3.06   Litigation and Environmental Matters	57
	SECTION 3.07   Compliance with Laws and Agreements	57
	SECTION 3.08   Investment Company Status	57



 






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	SECTION 3.09   Taxes	57
	SECTION 3.10   ERISA	57
	SECTION 3.11   Disclosure	57
	SECTION 3.12   Subsidiaries	57
	SECTION 3.13   Insurance	57
	SECTION 3.14   Labor Matters	57
	SECTION 3.15   Solvency	57
	SECTION 3.16   Federal Reserve Regulations	57
	SECTION 3.17   Reimbursement from Third Party Payors	57
	SECTION 3.18   Fraud and Abuse	59
	SECTION 3.19   Patriot Act, Etc.	59
	SECTION 3.20   Security Documents	60
	SECTION 3.21   Compliance with Healthcare Laws	60
	SECTION 3.22   HIPAA Compliance	61



 


ARTICLE IV


 


Conditions




 


	SECTION 4.01   Closing Date	61
	SECTION 4.02   Each Credit Event	63



 


ARTICLE V


 


Affirmative Covenants




 


	SECTION 5.01   Financial Statements and Other Information	63
	SECTION 5.02   Notices of Material Events	65
	SECTION 5.03   Information Regarding Collateral	66
	SECTION 5.04   Existence; Conduct of Business	66
	SECTION 5.05   Payment of Obligations	67
	SECTION 5.06   Maintenance of Properties	67
	SECTION 5.07   Insurance	67
	SECTION 5.08   Casualty and Condemnation	67
	SECTION 5.09   Books and Records; Inspection and Audit Rights	67
	SECTION 5.10   Compliance with Laws	67
	SECTION 5.11   Use of Proceeds	68
	SECTION 5.12   Additional Subsidiaries; Succeeding Holdings	68
	SECTION 5.13   Further Assurances	68
	SECTION 5.14   Designation of Subsidiaries	69
	SECTION 5.15   Maintenance of Ratings	69
	SECTION 5.16   Quarterly Lender Calls	69
	SECTION 5.17   ERISA Compliance	69
	SECTION 5.18   [Reserved]	69



 


ARTICLE VI


 


Negative Covenants




 


	SECTION 6.01   Indebtedness; Certain Equity Securities	69
	SECTION 6.02   Liens	72
	SECTION 6.03   Fundamental Changes	74
	SECTION 6.04   Investments, Loans, Advances, Guarantees and Acquisitions	75
	SECTION 6.05   Asset Sales	77
	SECTION 6.06   Sale and Leaseback Transactions	78



 






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	SECTION 6.07   Swap Agreements	78
	SECTION 6.08   Restricted Payments; Certain Payments of Indebtedness	79
	SECTION 6.09   Transactions with Affiliates	81
	SECTION 6.10   Restrictive Agreements	83
	SECTION 6.11   Amendment of Material Documents	84
	SECTION 6.12   [Reserved]	84
	SECTION 6.13   Fiscal Year	84



 


ARTICLE VII


 


Events of Default




 


	SECTION 7.01   Events of Default	84
	SECTION 7.02   [Reserved]	86
	SECTION 7.03   Exclusion of Immaterial Subsidiaries	86



 


ARTICLE VIII


 


The Agents




 


	SECTION 8.01   The Agents	87
	SECTION 8.02   Withholding Taxes	88
	SECTION 8.03   Certain ERISA Matters	89



 


ARTICLE IX


 


Miscellaneous




 


	SECTION 9.01   Notices	89
	SECTION 9.02   Waivers; Amendments	90
	SECTION 9.03   Expenses; Indemnity; Damage Waiver	92
	SECTION 9.04   Successors and Assigns	94
	SECTION 9.05   Survival	97
	SECTION 9.06   Counterparts; Integration; Effectiveness	97
	SECTION 9.07   Severability	97
	SECTION 9.08   Right of Setoff	97
	SECTION 9.09   Governing Law; Jurisdiction; Consent to Service of Process	98
	SECTION 9.10   WAIVER OF JURY TRIAL	98
	SECTION 9.11   Headings	98
	SECTION 9.12   Confidentiality	99
	SECTION 9.13   Interest Rate Limitation	99
	SECTION 9.14   USA Patriot Act	100
	SECTION 9.15   Release of Collateral	100
	SECTION 9.16   No Fiduciary Duty	100
	SECTION 9.17   [Reserved]	100
	SECTION 9.18   Material Non-Public Information	100
	SECTION 9.19   Acknowledgement and Consent to Bail-In of EEA Financial Institutions	101
	SECTION 9.20   Acknowledgement Regarding Any Supported QFCs	101



 






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SCHEDULES:


 


	Schedule 1.01-A	Mortgaged Property
	 	 
	Schedule 1.01-B	Disqualified Institutions
	 	 
	Schedule 2.01	Commitments
	 	 
	Schedule 2.05	[Reserved]
	 	 
	Schedule 3.05	Real Property
	 	 
	Schedule 3.06	Litigation and Environmental Matters
	 	 
	Schedule 3.12	Subsidiaries
	 	 
	Schedule 3.13	Insurance
	 	 
	Schedule 4.01	Local Counsel Jurisdictions
	 	 
	Schedule 5.20	Post-Closing Matters
	 	 
	Schedule 6.01	Existing Indebtedness
	 	 
	Schedule 6.02	Existing Liens
	 	 
	Schedule 6.04	Existing Investments
	 	 
	Schedule 6.05	Asset Sales
	 	 
	Schedule 6.09	Existing Transactions with Affiliates
	 	 
	Schedule 6.10	Existing Restrictions




 


EXHIBITS:


 


	Exhibit A	Form of Assignment and Assumption
	 	 
	Exhibit B	Form of Collateral Agreement
	 	 
	Exhibit C	Form of Perfection Certificate
	 	 
	Exhibit D	Form of Borrowing Request
	 	 
	Exhibit E	Form of Interest Election Request
	 	 
	Exhibit F	Form of Compliance Certificate
	 	 
	Exhibit G	[Reserved]
	 	 
	Exhibit H	[Reserved]
	 	 
	Exhibit I	[Reserved]
	 	 
	Exhibit J	[Reserved]
	 	 
	Exhibits K-1 to K-4	[Reserved]




 






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FIRST LIEN TERM LOAN CREDIT AGREEMENT dated
as of December 10, 2019, by and among CONCENTRA HOLDINGS, INC., a Delaware corporation (“Holdings”), CONCENTRA
INC., a Delaware corporation (“Concentra” or the “Borrower”), the LENDERS party hereto from
time to time and SELECT MEDICAL CORPORATION, as Administrative Agent and Collateral Agent.


 


The Borrower has requested that, immediately
prior to the consummation of the prepayment of all of the term loans outstanding under the Existing Credit Agreement on the Closing
Date with the net proceeds of the Tranche B Term Loans, the Lender extend credit in the form of Tranche B Term Loans on the Closing
Date to the Borrower in an aggregate principal amount not to exceed $1,240,297,917.21.


 


The net proceeds of the Tranche B Term Loans
borrowed on the Closing Date will be used by the Borrower on the Closing Date, solely to prepay the term loans outstanding under
the Existing Credit Agreement, including the payment of fees, costs and expenses related therewith.


 


The Lender is 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 I


 


Definitions


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Administrative Agent”
means Select Medical Corporation, in its capacity as administrative agent for the Lenders under the Loan Documents.


 






     


     


    

 


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


 


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


 


“Agents” means the Administrative
Agent and the Collateral Agent.


 


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


 


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


 


“Amendment No. 3 Acquisition Transactions”
has the meaning assigned thereto in the Existing Credit Agreement (as in effect on the Closing Date).


 


“Amendment No. 3 Transactions”
has the meaning assigned thereto in the Existing Credit Agreement (as in effect on the Closing Date).


 


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


 


“Applicable Rate” means,
for any day (a) with respect to any Term Loan, (x) on the Closing Date, a percentage per annum equal to (i) for ABR Loans, 1.50%
and (ii) for Eurodollar Loans, 2.50% and (y) thereafter, a percentage per annum equal to (i) for ABR Loans, the applicable rate
per annum set forth below under the caption “Term Loan ABR Spread” and (ii) for Eurodollar Loans, the applicable rate
per annum set forth below under the caption “Term Loan Eurodollar Spread”; provided that (1) if the ratings
established by S&P and Moody’s shall fall within different “Pricing Levels,” then the Applicable Rate shall
be the rate set forth in Level 1, (2) if at any time the Loans and Commitments shall fail to be rated by either S&P or Moody’s,
then Level 2 shall be deemed applicable for the period commencing one (1) Business Day after the date that the Loans and Commitments
cease to be so rated and ending on the date which is one (1) Business Day after the Loans and Commitments are again rated by both
S&P and Moody’s, after which the “Pricing Level” shall be determined in accordance with the table below,
as applicable, and (3) adjustments (other than pursuant to the immediately foregoing subclause (2)), if any, to the “Pricing
Level” then in effect shall be effective one (1) Business Day after the date that a change in a rating requiring such adjustment
is first announced by either S&P or Moody’s, as applicable (it being understood and agreed that each change in “Pricing
Level” shall apply during the period commencing on the effective date of such change and on the date immediately preceding
the effective date of the next such change):


 






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	Pricing Level	 	Credit Rating	 	Term Loan ABR Spread	 	 	Term Loan Eurodollar
 Spread	 
	Level 1	 	< B+ (stable) from S&P

or B1 (stable) from
 Moody’s   	 	 	1.75	%	 	 	2.75	%
	Level 2	 	≥ B+ (stable) from S&P

and B1 (stable) from 
 Moody’s	 	 	1.50	%	 	 	2.50	%




 


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


 


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


 


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


 


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


 


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


 


(a)       $25,000,000
plus 50% of the Consolidated Net Income of the Borrower for the period (taken as one accounting period) from the first day
of the Borrower’s fiscal quarter during which the Original Closing Date occurred to the end of the Borrower’s most
recently ended fiscal quarter for which internal financial statements are available at the time of a Restricted Payment (or, if
such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus


 


(b)       100%
of the sum of (i) Qualified Proceeds (other than Permitted Investments) and (ii) Permitted Investments, in each case, received
by the Borrower since the Original Closing Date as a contribution to its equity capital (other than Disqualified Stock) or from
the issue or sale of Equity Interests of the Borrower or any direct or indirect parent company of the Borrower (other than Disqualified
Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities
of the Borrower that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified
Stock or debt securities) sold to a Restricted Subsidiary of the Borrower) (it being understood that the amount of increase pursuant
to this clause (b) resulting from the contribution to the Borrower of 30% of the outstanding Equity Interests of U.S. Healthworks
in connection with the Amendment No. 3 Acquisition Transactions shall be deemed to be $238,000,000), plus


 


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


 


(d)       to
the extent that any Unrestricted Subsidiary of the Borrower is redesignated as a Restricted Subsidiary, an amount equal to the
lesser of (A) the Fair Market Value of the Borrower’s interest in such Subsidiary immediately following such redesignation
and (B) the aggregate amount of the Borrower’s Investments in such Subsidiary pursuant to Section 6.04(r), plus


 






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


 


(f)       Borrower
Retained Prepayment Amounts, minus


 


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


 


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


 


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


 


“Bail-In Legislation”
means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of
the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the
EU Bail-In Legislation Schedule.


 


“Bankruptcy Event” means,
with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator,
trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation
of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance
of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment; provided that a Bankruptcy
Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person
by a Governmental Authority or instrumentality thereof; provided, further, that such ownership interest does not
result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement
of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to
reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Board of Directors”
means:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


“Change of Control” means:


 


(a)       any
“person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act), other than one or more
Permitted Holders or a Parent, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the total voting power
of the voting Equity Interests of the Borrower; provided that (x) so long as the Borrower is a Subsidiary of any Parent,
no “person” shall be deemed to be or become a Beneficial Owner of more than 50% of the total voting power of the voting
Equity Interests of the Borrower unless such “person” shall be or become a Beneficial Owner of more than 50% of the
total voting power of the voting Equity Interests of such Parent and (y) any voting stock of which any Permitted Holder is the
Beneficial Owner shall not in any case be included in any voting stock of which any such “person” is the Beneficial
Owner,


 


(b)       the
Borrower sells or transfers, in one or a series of related transactions, all or substantially all of the assets of the Borrower
and its Restricted Subsidiaries to, another Person (other than one or more Permitted Holder) and any “person” (as defined
in clause (i) above), other than one or more Permitted Holder or any Parent, is or becomes the Beneficial Owner, directly or indirectly,
of more than 50% of the total voting power of the voting Equity Interests of the transferee Person in such sale or transfer of
assets, as the case may be; provided that (x) so long as such transferee Person is a Subsidiary of a parent Person, no “person”
shall be deemed to be or become a Beneficial Owner of more than 50% of the total voting power of the voting Equity Interests of
such transferee Person unless such “person” shall be or become a Beneficial Owner of more than 50% of the total voting
power of the voting Equity Interests of such parent Person and (y) any voting Equity Interests of which any Permitted Holder is
the Beneficial Owner shall not in any case be included in any voting Equity Interests of which any such “person” is
the Beneficial Owner,


 


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


 


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


 


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


 


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


 






    -6-


     


    

 


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


 


“Closing Date” means
the date on which the conditions specified in Section 4.01 are satisfied (or waived), which date occurred on December 10, 2019.


 


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


 


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


 


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


 


“Collateral Agent” means
Select Medical Corporation, in its capacity as collateral agent for the Secured Parties under this Agreement and any Security Document.


 


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


 


“Collateral and Guarantee Requirement”
means the requirement that:


 


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


 


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


 


(c)       the
Obligations and the Guarantee shall have been secured by a perfected first-priority security interest (subject to prior Liens to
the extent permitted by Section 6.02) in (i) all the Equity Interests of the Borrower, (ii) all Equity Interests of each Restricted
Subsidiary directly owned by the Borrower or a Subsidiary Loan Party; provided that in the case of any Restricted Subsidiary that
is a CFC or a CFC Holdco, such pledge shall be limited to 65% of the issued and outstanding voting Equity Interests and 100% of
any non-voting Equity Interests (it being understood, for the avoidance of doubt, that any Equity Interest treated as stock entitled
to vote within the meaning of Treasury Regulations Section 1.956-2(c)(2) shall be treated as voting Equity Interests for purposes
of this clause (c)),


 


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


 


(e)       the
Collateral Agent shall have received (i) counterparts of a Mortgage with respect to each Mortgaged Property duly executed
and delivered by the record owner of such Mortgaged Property, (ii) a policy or policies of title insurance issued by a
nationally recognized title insurance company insuring the Lien of each such Mortgage as a valid first priority Lien on the
Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section 6.02 in amounts
reasonably acceptable to the Collateral Agent (not to exceed 100% of the Fair Market Value of such Mortgaged Property in
jurisdictions that impose mortgage recording taxes or 110% otherwise), together with such endorsements, coinsurance and
reinsurance as the Collateral Agent or the Required Lenders may reasonably request, and such surveys, appraisals, legal
opinions and other documents as the Collateral Agent or the Required Lenders may reasonably request with respect to any such
Mortgage or Mortgaged Property, and


 






    -7-


     


    

 


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


 


Notwithstanding anything to the contrary
in this Agreement or any Security Document, no Loan Party shall be required to pledge or grant security interests (i) in particular
assets if, in the reasonable judgment of the Administrative Agent or the Collateral Agent, the costs (including any adverse tax
consequences) of creating or perfecting such pledges or security interests in such assets (including any title insurance or surveys)
are excessive in relation to the benefits to the Lenders therefrom, (ii) in any owned real property other than Material Real Property,
(iii) in any leasehold interests, and (iv) with respect to any Excluded Assets.


 


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


 


No actions in any non-U.S. jurisdiction
or required by the laws of any non-U.S. jurisdiction shall be required in order to create any security interests in assets located
or titled outside of the U.S. or to perfect such security interests, including any intellectual property registered in any non-U.S.
jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any
non-U.S. jurisdiction).  Except as set forth in the next sentence, perfection by possession with respect to any item of Collateral
shall not be required. Control agreements and perfection by control shall not be required with respect to Collateral requiring
perfection through control agreements or perfection by “control” (as defined in the Uniform Commercial Code) (including
deposit accounts or other bank accounts or securities accounts), other than in respect of certificated Equity Interests of the
Borrower and wholly owned Restricted Subsidiaries that are Material Subsidiaries directly owned by the Loan Parties otherwise required
to be pledged pursuant to the provisions of clause (c) of this definition of “Collateral and Guarantee Requirement”
and not otherwise constituting an Excluded Asset.


 


Notwithstanding anything to the contrary
herein or in any other Loan Document, to the extent the provisions of this Agreement (or any other Loan Document) require the delivery
of, or control over, Collateral to be granted to the Collateral Agent at any time prior to the earlier of (x) the Discharge of
Credit Agreement Debt (as defined in the First Lien Intercreditor Agreement) and (y) the Non-Controlling Authorized Representative
Enforcement Date (as defined in the First Lien Intercreditor Agreement), then delivery of, or control over, such Collateral shall
instead be made to the Applicable Collateral Agent (as defined in the First Lien Intercreditor Agreement), to be held in accordance
with the First Lien Intercreditor Agreement.


 


“Commitment” means a
Tranche B Commitment, any Commitment in respect of an Incremental Extension of Credit or any combination thereof (as the context
requires).


 


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


 


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


 


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


 






    -8-


     


    

 


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


 


(a)       without
duplication and to the extent deducted (and not added back or excluded) in determining such Consolidated Net Income for such
period (except in the case of clause (xiii)), the sum of: (i) consolidated interest expense of the Borrower and its
Restricted Subsidiaries for such period determined in accordance with GAAP, (ii) consolidated income tax expense of the
Borrower and its Restricted Subsidiaries for such period, (iii) all amounts attributable to depreciation and
amortization expense of the Borrower and its Restricted Subsidiaries for such period, (iv) any non-cash charges for such
period (but excluding (A) any non-cash charge in respect of amortization of a prepaid cash item that was included in
Consolidated Net Income in a prior period and (B) any non-cash charge that relates to the write-down or write-off of
inventory or accounts receivable); provided that if any non-cash charges referred to in this clause (iv) represents an
accrual or reserve for potential cash items in any future period, (1) the Borrower may elect not to add back such non-cash
charge in the current period and (2) to the extent the Borrower elects to add back such non-cash charge, the cash payment in
respect thereof in such future period shall be subtracted from Consolidated EBITDA in such future period to such extent paid,
(v) any net after-tax gains or losses realized upon the disposition of assets outside the ordinary course of business
(including any gain or loss realized upon the disposition of any Equity Interests of any Person) and any net gains or losses
on disposed, abandoned and discontinued operations (including in connection with any disposal thereof) and any accretion or
accrual of discounted liabilities, (vi) any non-recurring out-of-pocket expenses or charges for the period (including,
without limitation, any premiums, make-whole or penalty payments) relating to any offering of Equity Interests by the
Holdings, the Borrower or any other direct or indirect parent company of the Borrower or merger, recapitalization or
acquisition transactions made by the Borrower or any of its Restricted Subsidiaries, or any Indebtedness incurred or
repaid by the Borrower or any of its Restricted Subsidiaries (in each case, whether or not successful), (vii) any
Transaction Expenses made or incurred by the Borrower and its subsidiaries in connection with the Transactions that are paid
or accrued within 180 days of the consummation of the Transactions (including retention payments paid as an incentive to
retained employees in connection with the Transactions), (viii) other cash expenses incurred during such period in
connection with a Permitted Acquisition to the extent that such expenses are reimbursed in cash during such period pursuant
to indemnification provisions of any agreement relating to such transaction, (ix) fees paid by the Borrower or any of
its Restricted Subsidiaries to any Permitted Holders and/or any of their Affiliates under Section 6.09(h), (x) any
non-cash costs or expenses, incurred pursuant to any management equity plan, stock option plan or any other management or
employee benefit plan or agreement or any stock subscription or shareholder agreement, (xi) Consolidated Net Income
attributable to non-controlling interests of a Restricted Subsidiary (less the amount of any mandatory cash distribution with
respect to any non-controlling interest other than in connection with a proportionate discretionary cash distribution with
respect to the interest held by the Borrower or any Restricted Subsidiary), (xii) earn-out and contingent consideration
obligations (including to the extent accounted for as bonuses, compensation or otherwise) and adjustments thereof and
purchase price adjustments, in each case in connection with any acquisitions, (xiii) the amount of
extraordinary, unusual or non-recurring charges or any costs, charges, accruals, reserves or expenses attributable to the
undertaking and/or implementation of cost savings initiatives and operating expense reductions, restructuring and similar
charges, severance, relocation costs, integration and facilities opening costs and other business optimization expenses,
signing costs, retention or completion bonuses, transition costs, costs related to closure/consolidation of facilities and
curtailments or modifications to pension and post-retirement employee benefit plans (including any settlement of pension
liabilities), (xiv) (A) pro forma “run rate” cost savings, operating expense reductions and synergies related to
the Transactions that are reasonably identifiable, factually supportable and projected by the Borrower in good faith to
result from actions that have been taken or with respect to which substantial steps have been taken or are expected to be
taken (in the good faith determination of the Borrower) within 12 months after the Original Closing Date, subject to an
aggregate cap of $36,000,000 of such cost savings, operating expense reductions and synergies in any Test Period that ends
within two years after the Original Closing Date, and (B) pro forma “run rate” cost savings, operating expense
reductions and synergies (including post-acquisition price or administration fee increases) related to
acquisitions, dispositions and other specified transactions following the Original Closing Date, restructurings, cost savings
initiatives and other initiatives that are reasonably identifiable, factually supportable and projected by the Borrower in
good faith to from actions that have been taken or with respect to which substantial steps have been taken or are expected to
be taken (in the good faith determination of the Borrower) within 18 months after such acquisition, disposition or other
specified transaction, restructuring, cost savings initiative or other initiative, (xv) any reduction in Consolidated
Net Income for such period attributable to facilities open and operating for a period of 18 months or less as of the end of
the relevant test period, (xvi) any net unrealized gain or loss (after any offset) resulting from currency transaction
or translation gains or losses and any net gains or losses related to currency remeasurements of Indebtedness (including
intercompany indebtedness and foreign currency hedges for currency exchange risk) and (xvii) cash expenses incurred
during such period in connection with extraordinary casualty events to the extent such expenses are reimbursed in cash by
insurance during such period, minus


 






    -9-


     


    

 


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


 


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


 


For the avoidance of doubt, Consolidated
EBITDA shall be calculated, including pro forma adjustments, in accordance with Section 1.07 with respect to events occurring
following the Original Closing Date.


 


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


 


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


 






    -10-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 






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“Covered Entity” means
any of the following:


 


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



 


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



 


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



 


“Covered Party” has the
meaning set forth in Section 9.20.


 


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


 


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


 


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


 


“Disqualified Institutions”
means (a) the Persons identified in Schedule 1.01-B, (b) any Competitors of the Borrower and their Subsidiaries (other than
bona fide fixed income investors or debt funds) that (i) are listed on Schedule 1.01-B and (ii) on or after the
Closing Date, have been specified in writing by the Borrower to the Administrative Agent from time to time in the form of an update
to such Schedule, (c) Affiliates of such Persons set forth in clauses (a) and (b) above (in the case of Affiliates of such Persons
set forth in clause (b) above other than bona fide fixed income investors or debt funds) that (i)(A) are listed on Schedule 1.01-B
and (B) on or after the Closing Date, have been specified in writing by the Borrower to the Administrative Agent from time to time
in the form of an update to such Schedule or (ii) are clearly identifiable as an Affiliate of such Persons solely on the basis
of the similarity of such Affiliate’s name to the name of the listed Person and (d) [reserved]; provided, that, until
the disclosure of the identity of a Disqualified Institution or Affiliate of a Disqualified Institution to the Lenders generally
by the Administrative Agent, such Person shall not constitute a Disqualified Institution; provided, further that,
to the extent Persons are identified as Disqualified Institutions in writing by the Borrower to the Administrative Agent after
the Closing Date pursuant to clauses (b)(ii) or (c)(i)(B), the inclusion of such Persons as Disqualified Institutions shall not
retroactively apply to prior assignments or participations in respect of any Loan under this Agreement or to any Person that was
a party to a pending trade at the time such update would have otherwise become effective pursuant to the following sentence. Updates
to Schedule 1.01-B shall become effective three (3) Business Days after being posted to the Lenders. The Administrative
Agent shall not be responsible for monitoring the list of Disqualified Institutions and shall not have any liability in connection
therewith. Notwithstanding the foregoing, the Borrower, by written notice to the Administrative Agent, may from time to time in
its sole discretion remove any entity from Schedule 1.01-B (or otherwise modify such list to exclude any particular entity), and
such entity removed or excluded from Schedule 1.01-B shall no longer be a Disqualified Institution for any purpose under this Agreement
or any other Loan Document. A Lender may provide the list to any potential assignee or participant on a confidential basis in accordance
with Section 9.12 hereof for the purpose of verifying whether such Person is a Disqualified Institution.


 


“Disqualified
Stock” means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into
which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is
mandatorily redeemable (other than solely for Qualified Preferred Stock), pursuant to a sinking fund obligation or otherwise
(except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of
a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other
Obligations (other than contingent indemnification obligations as to which no claim has been asserted) that are accrued and
payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for
Qualified Preferred Stock and other than as a result of a change of control or asset sale so long as any rights of the
holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in
full of the Loans and all other Obligations (other than contingent indemnification obligations as to which no claim has been
asserted) that are accrued and payable and the termination of the Commitments), in whole or in part, (c) provides for the
scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other
Equity Interests that would constitute Disqualified Stock, in each case, prior to the date that is 91 days after the Latest
Maturity Date at the time of issuance of such Equity Interests; provided, that if such Equity Interests are issued
pursuant to a plan for the benefit of future, current or former employees, directors, officers, members of management or
consultants of Holdings (or a Parent), the Borrower or the Restricted Subsidiaries or by any such plan to such
employees, directors, officers, members of management or consultants, such Equity Interests shall not constitute Disqualified
Stock solely because they may be permitted to be repurchased by Holdings, the Borrower or its Restricted Subsidiaries in
order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s, director’s,
officer’s, management member’s or consultant’s termination of employment or service, as applicable, death
or disability.


 






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


 


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


 


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


 


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


 


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


 


“ECF Percentage” means
50%; provided that the ECF Percentage with respect to Excess Cash Flow for any year shall instead be (x) 25% in the event
that the Secured Net Leverage Ratio on the last day of such year is less than or equal to 4.25 to 1.0 and greater than 3.75 to
1.0 and (y) 0% in the event that the Secured Net Leverage Ratio on the last day of such year is less than 3.75 to 1.0.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Excess Cash Flow” means,
for any fiscal year of the Borrower, commencing with and including the fiscal year ending on December 31, 2019, the sum (without
duplication) of:


 


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


 


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


 






    -14-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Excluded Domestic Subsidiary”
means any Domestic Subsidiary that is (i) a Subsidiary of a Subsidiary of the Borrower that is a CFC or (ii) a CFC Holdco.


 






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


 


“Excluded Taxes” means,
with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation
of the Borrower or any Loan Party hereunder, (a) Taxes imposed on (or measured by) its net income (however denominated) (including
any backup withholding with respect thereto) and franchise Taxes imposed on it (in lieu of net income Taxes), in each case as a
result of (i) such recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its
applicable lending office, located in the jurisdiction imposing such Tax, or (ii) any other present or former connection between
such Person and the jurisdiction imposing such Tax (other than a connection arising by such Person having executed, delivered,
become a party to, performed its obligations or received payments under, received or perfected a security interest under, engaged
in any other transaction pursuant to, or enforced, any Loan Document, or sold or assigned an interest in any Loan or Loan Document
), (b) any branch profits Taxes, or any similar Tax, imposed by any jurisdiction described in clause (a) above, (c) in the case
of a Lender, any U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to
an applicable interest in a Commitment (or, to the extent a Lender acquires an interest in a Term Loan without acquiring an interest
in the corresponding Commitment, the Term Loan) pursuant to a law in effect on the date on which (i) such Lender acquires such
interest in the Commitment (or, to the extent a Lender acquires an interest in a Term Loan without acquiring an interest in the
corresponding Commitment, the Term Loan) (in each case other than pursuant to an assignment request by the Borrower under Section
2.19(b)), or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.17(a),
amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender became a party
hereto or to such Lender immediately before it changed its lending office, (d) any withholding Tax that is attributable to a Lender’s
failure to comply with Section 2.17(e), and (e) any withholding Taxes imposed under FATCA.


 


“Existing CA Amendment No. 3 Effective
Date” means February 1, 2018.


 


“Existing CA Amendment No. 6 Effective
Date” means September 20, 2019.


 


“Existing Credit Agreement”
means the First Lien Credit Agreement, dated as of June 1, 2015 (and amended by Amendment No. 1, dated as of September 26, 2016,
Amendment No. 2, dated as of March 20, 2017, Amendment No. 3, dated as of February 1, 2018, Amendment No. 4, dated as of October
26, 2018, Amendment No. 5, dated as of April 8, 2019 and Amendment No. 6, dated as of September 20, 2019), among MJ Acquisition
Corporation, as initial borrower, the Borrower, Holdings, the lenders and issuing banks from time to time party thereto, JPMorgan
Chase Bank, N.A., as administrative agent and collateral agent, as the same may be renewed, extended, modified, supplemented, amended
or amended and restated from time to time.


 


“Existing Credit Agreement Agent”
means JPMorgan Chase Bank, N.A., in its capacity as administrative agent and collateral agent under the Existing Credit Agreement.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“First Lien Intercreditor Agreement”
means the First Lien Intercreditor Agreement dated the Closing Date by and between Select Medical Corporation, as Collateral Agent
and Administrative Agent and JPMorgan Chase Bank, N.A., as Existing Credit Agreement Agent, and acknowledged by the Loan Parties.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Free and Clear Usage Amount”
means, at any time, the sum of the aggregate principal amount of (i) Incremental Term Loans, incurred hereunder in reliance on
Section 2.20(d)(iii)(B) hereunder and (ii) Permitted Debt incurred in reliance on Section 6.01(xvi)(b) hereunder following the
Closing Date.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Indemnified Taxes” means
Taxes other than Excluded Taxes.


 


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


 


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


 


“Information Memorandum”
has the meaning assigned thereto in the Existing Credit Agreement (as in effect on the Closing Date).


 


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


 


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


 


“Interest Payment Date”
means (a) with respect to any ABR Loan, the last day of each March, June, September and December and (b) with respect to any Eurodollar
Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar
Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period
that occurs at intervals of three months’ duration after the first day of such Interest Period.


 


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


 


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


 


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


 


“IRS” means the United
States Internal Revenue Service.


 


“Junior Lien Intercreditor Agreement”
means any intercreditor agreement (other than the First Lien Intercreditor Agreement) as may be mutually agreed by the Borrower
and the Administrative Agent.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -21-


     


    

 


“Loan Document
Obligations” means (a) the due and punctual payment by the Borrower of (i) the principal of and interest
(including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding,
regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by
acceleration, upon one or more dates set for prepayment or otherwise, (ii) [reserved], and (iii) all other monetary
obligations of the Borrower to any of the Secured Parties under this Agreement and each other Loan Document, including
obligations to pay fees, expense reimbursement obligations and indemnification obligations, whether primary, secondary,
direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding),
(b) the due and punctual performance of all other obligations of the Borrower under or pursuant to this Agreement and
each other Loan Document, and (c) the due and punctual payment and performance in full of all the obligations of each
other Loan Party under or pursuant to the Collateral Agreement and each other Loan Document. Notwithstanding the foregoing,
the term “Loan Document Obligations” shall not include any amounts described above in respect of any Commitment
or Loan that is subordinated in right of payment or security to any other Commitment or Loan.


 


“Loan Documents” means,
collectively, (i) this Agreement, (ii) the promissory notes, if any, executed and delivered pursuant to Section 2.09(e), (iii)
any Additional Credit Extension Amendment, (iv) the Security Documents, (v) the First Lien Intercreditor Agreement, (vi) legal
opinions issued in connection with the Loan Documents, if any, (vii) Uniform Commercial Code filings, flood determinations and
any other documents prepared in connection with the other Loan Documents, if any, and (viii) any other amendment or joinder to
this Agreement.


 


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


 


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


 


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


 


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


 


“Material Disposition”
means the sale by the Borrower or any Subsidiary of assets (including the capital stock of a Subsidiary or a business unit) for
aggregate consideration (including amounts received in connection with post-closing payment adjustments, earn-outs and noncompete
payments) of at least $15,000,000.


 


“Material Indebtedness”
means Indebtedness (other than the Loans), or obligations in respect of one or more Swap Agreements, of any one or more of Holdings,
the Borrower and the Subsidiaries in an aggregate principal amount exceeding $20,000,000. For purposes of determining Material
Indebtedness, the “principal amount” of the obligations of the Borrower or any Subsidiary in respect of any Swap Agreement
at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Subsidiary
would be required to pay if such Swap Agreement were terminated at such time.


 


“Material Real Property”
means a real property with a gross book value of at least $5,000,000, as reasonably determined by the Borrower in good faith.


 






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


 


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


 


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


 


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


 


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


 


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


 


“Mortgage” means a mortgage,
deed of trust, assignment of leases and rents, leasehold mortgage or other security document granting a Lien on any Mortgaged Property
to secure the Obligations. Each Mortgage shall be reasonably satisfactory in form and substance to the Collateral Agent.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Obligations” means Loan
Document Obligations.


 


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


 


“OID” means original
issue discount.


 


“Original Closing Date”
means June 1, 2015.


 


“Other Taxes” means any
and all present or future recording, stamp, documentary, excise, transfer, sales, property or similar Taxes arising from any payment
made under any Loan Document or from the execution, delivery, enforcement, registration, filing or recording of, from the receipt
or perfection of a security interest under, or otherwise with respect to, any Loan Document.


 


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


 


“Parent” means any Other
Parent and any other Person that is a Subsidiary of any Other Parent and of which the Borrower is a Subsidiary. As used herein,
“Other Parent” means a Person of which the Borrower becomes a Subsidiary after the Original Closing Date that is designated
by the Borrower as an “Other Parent”; provided that either (x) immediately after the Borrower first becomes
a Subsidiary of such Person, more than 50% of the voting stock of such Person shall be held by one or more Persons that held more
than 50% of the voting stock of the Borrower or a Parent of the Borrower immediately prior to the Borrower first becoming such
Subsidiary or (y) such Person shall be deemed not to be an Other Parent for the purpose of determining whether a Change of Control
shall have occurred by reason of the Borrower first becoming a Subsidiary of such Person. The Borrower shall not in any event be
deemed to be a “Parent.”


 


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


 


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


 


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


 






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


 


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


 


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


 


“Permitted Acquisition”
means any Investment by the Borrower or any of its Restricted Subsidiaries consisting of (a) the acquisition of all or substantially
all of the assets of any other Person (a “Target”) or of assets constituting a business unit, a division or
line of business of a Target or a facility of such Target (including research and development and related assets in respect of
any product) or (b) all or substantially all of the Equity Interests of a Target, if as a result of such Investment (i) such Target
becomes a Restricted Subsidiary or (ii) such Target, in one transaction or a series of related transactions, is amalgamated, merged
or consolidated with or into, or transfers or conveys substantially all of its assets (or such business unit, division or line
of business) to, or is liquidated into, the Borrower or a Restricted Subsidiary; provided that the aggregate amount of Investments
in Non-Loan Parties by Loan Parties in connection with all Permitted Acquisitions shall not, except as otherwise permitted by Section 6.04
(other than Section 6.04(a)), exceed $25,000,000.


 


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


 


“Permitted Debt” means
Indebtedness (including Acquired Indebtedness) incurred or assumed by the Borrower and any Restricted Subsidiary in the form of
loans or debt securities; provided that, except in the case of Refinancing Debt Securities, to the extent such Indebtedness
is in the form of senior term loans secured by Liens ranking pari passu with the Liens securing the Obligations, the provisions
of Section 2.20(e)(iii) shall apply to any such Indebtedness as if such Indebtedness were a Class of Incremental Term Loans that
is pari passu in right of payment and security with the Tranche B Term Loans); provided, further that (A) except
in the case of Refinancing Debt Securities, immediately after the incurrence or assumption of such Indebtedness and the use of
proceeds thereof, no Event of Default shall be continuing or result therefrom (but if the primary purpose of incurring any Permitted
Debt is to finance a Limited Condition Transaction, such Event of Default shall be limited to an Event of Default under Section
7.01(a), (b), (h) or (i)), (B) to the extent such Indebtedness is in the form of loans, the provisions of Section 2.20(e)(i)(B)
and Section 2.20(e)(i)(C) shall apply to any such Indebtedness as if such Indebtedness were a Class of Incremental Term Loans,
(C) to the extent such Indebtedness is in the form of bonds, such Indebtedness does not mature or have scheduled amortization or
payments of principal (other than customary “AHYDO catch up payments”, customary offers to repurchase and prepayment
events upon a change of control, asset sale or event of loss and a customary acceleration right after an event of default) prior
to the Tranche B Maturity Date at the time such Indebtedness is issued, (D) such Indebtedness shall not be secured by any
assets of the Loan Parties other than Collateral and, if secured by the Collateral shall either be secured by Liens ranking pari
passu with the Liens securing the Obligations that are subject to a First Lien Intercreditor Agreement with the Collateral
Agent or by Liens ranking junior to the Liens securing the Obligations pursuant to a Junior Lien Intercreditor Agreement, (E) the
covenants, events of default and prepayment events applicable to such other Indebtedness shall be substantially similar to, or
no more favorable (taken as a whole), than the terms of this Agreement, in each case as reasonably determined by the Borrower (except
for restrictions that apply only after the Latest Maturity Date) and (F) Non-Loan Parties may not incur Indebtedness pursuant
to this definition if, after giving Pro Forma Effect to such incurrence, the aggregate amount of Indebtedness of Non-Loan Parties
incurred pursuant to this paragraph then outstanding, together with any Indebtedness incurred by Non-Loan Parties pursuant to clause
(vii) of Section 6.01, would exceed the greater of $25,000,000 and 2.5% of Total Assets, in each case determined at the such time
of incurrence.


 






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“Permitted Encumbrances”
means:


 


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


 


(b)       carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in
the ordinary course of business and securing obligations that are not overdue by more than 30 days or if more than 30 days
overdue, are unfiled and no other action has been taken to enforce such Liens or that are being contested in good faith and by
appropriate actions, in each case if adequate reserves with respect thereto are maintained on the books of the applicable Person
in accordance with GAAP or the equivalent accounting principles in the relevant local jurisdiction;


 


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


 


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


 


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


 


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


 


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


 


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


 


(i)       leases
or subleases which are subordinate to the Lien of any Mortgage, and


 


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


 


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


 


“Permitted Holder” means
any of the following: (i) any of the Permitted Investors or their respective Affiliates, (ii) any investment fund or vehicle managed,
sponsored or advised by a Permitted Investor or any Affiliate thereof, and any Affiliate of or successor to any such investment
fund or vehicle, (iii) each partner, officer, director, principal or member of the Permitted Investors or any Affiliate of the
Permitted Investors and (iv) any Person acting in the capacity of an underwriter (solely to the extent that and for so long as
such Person is acting in such capacity) in connection with a public or private offering of capital stock of any Parent or the Borrower.


 


“Permitted Investments”
means:


 


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


 






    -26-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Permitted Investors”
means Welsh Carson, Anderson & Stowe XII, L.P., Select Medical Corporation and any successors in interest thereto.


 


“Permitted Joint Venture”
means any investment by which the Borrower or any Subsidiary Loan Party acquires at least 10% but not more than 99% of the Equity
Interests of any Person; provided that the primary business of such Person is (x) to own, lease or operate facilities which
provide health care related services or (y) to provide health care related services or any related services to a health care facility
or business.


 


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


 


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


 


“Permitted Real Estate Joint Venture”
means any Permitted Joint Venture which is a subsidiary and owns real property used in the business of the Borrower or any Subsidiary;
provided that such Permitted Real Estate Joint Venture is not engaged in any business or activity other than the ownership
of such real property and activities incidental thereto.


 


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


 






    -27-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Prepayment Event” means:


 


(a)       any
sale, transfer or other disposition (excluding pursuant to a sale and leaseback transaction permitted under Section 6.06) of any
property or asset of Holdings, the Borrower or any Restricted Subsidiary in excess of $2,500,000 per transaction (or series of
related transactions) and $5,000,000 in any fiscal year, other than dispositions described in clauses (a), (b), (c) and (d) of
Section 6.05, or


 


(b)       any
casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any
property or asset of Holdings, the Borrower or any Restricted Subsidiary with a fair value immediately prior to such event equal
to or greater than $2,500,000, or


 






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


 


“Prime Rate” has the
meaning provided in the Existing Credit Agreement.


 


“Pro Forma Basis” and
“Pro Forma Effect” mean, with respect to compliance with any test or covenant or calculation of any ratio hereunder,
the determination or calculation of such test, covenant or ratio (including in connection with Specified Transactions) in accordance
with Section 1.07.


 


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


 


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


 


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


 


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


 


“QFC Credit Support”
has the meaning set forth in Section 9.20.


 


“Qualified IPO” means
the issuance by Borrower or any direct or indirect parent company of Borrower of its common Equity Interests 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 Exchange Act (whether alone or in connection with a
secondary public offering).


 


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


 


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


 


(a)                
Investments permitted under Section 6.04,


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Required Lenders” means,
at any time, Lenders having outstanding Term Loans and unused Commitments representing more than 50% of the aggregate outstanding
Term Loans and unused Commitments at such time.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Services Agreements”
means (i) the Amended and Restated Tax Sharing Agreement by and among Select Medical Holdings Corporation, Concentra Group Holdings,
LLC and Concentra Group Holdings Parent, LLC, dated as of the date hereof and (ii) the Amended and Restated Shared Services Agreement
between Select Medical Corporation and the Borrower dated as of the Amendment No. 3 Effective Date.


 


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


 


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


 






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


 


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


 


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


 


“Subsequent Transaction”
has the meaning set forth in Section 1.07(f).


 


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


 


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


 


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


 


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


 


“Supported QFC” has the
meaning set forth in Section 9.20.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“Total Assets” means,
as of any date of determination, the amount that would, in conformity with GAAP, be set forth opposite the caption “total
assets” (or any like caption) on the most recent consolidated balance sheet of the Borrower and the Restricted Subsidiaries
at such date (and, in the case of any determination relating to any Specified Transaction, on a Pro Forma Basis including any property
or assets being acquired in connection therewith).


 


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


 


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


 


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


 


“Tranche B Maturity Date”
means June 1, 2022.


 


“Tranche B Term Loan”
has the meaning provided in Section 2.01.


 


“Transaction Expenses”
has the meaning provided in the Existing Credit Agreement.


 


“Transactions” has the
meaning provided in the Existing Credit Agreement.


 


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


 


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


 


“Unrestricted Subsidiary”
means any Subsidiary of the Borrower designated by the Board of Directors of the Borrower as an Unrestricted Subsidiary pursuant
to Section 5.14 subsequent to the Closing Date.


 






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“U.S. Healthworks” has
the meaning set forth in the Existing Credit Agreement (as in effect on the Closing Date).


 


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


 


“U.S. Special Resolutions Regime”
has the meaning set forth in Section 9.20.


 


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


 


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


 


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


 


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


 


SECTION 1.02      
Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by
Class (e.g., a “Term Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g.,
a “Eurodollar Term Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Term Loan
Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar
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
shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, amended
and restated or otherwise modified (subject to any restrictions on such amendments, supplements, amendment and restatements or
modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors
and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import,
shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein
to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules
to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning
and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and
contract rights.


 






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


 


SECTION 1.05      
[Reserved].


 


SECTION 1.06      
Available Amount Transactions. If more than one action occurs on any given date the permissibility of the taking
of which is determined hereunder by reference to the amount of the Available Amount immediately prior to the taking of such action,
the permissibility of the taking of each such action shall be determined independently and in no event may any two or more such
actions be treated as occurring simultaneously.


 


SECTION 1.07      
Pro Forma Calculations.


 


(a)                
Notwithstanding anything to the contrary herein, financial ratios and tests, including the First Lien Net Leverage Ratio,
the Secured Net Leverage Ratio and the Total Net Leverage Ratio, and compliance with covenants determined by reference to Consolidated
EBITDA or Total Assets, shall be calculated in the manner prescribed by this Section 1.07; provided, that notwithstanding
anything to the contrary in clauses (b), (c), (d) or (f) of this Section 1.07, (A) when calculating any such ratio or test for
purposes of (i) the definition of “Applicable Rate”, and (ii) [reserved], the events described in this Section 1.07
that occurred subsequent to the end of the applicable Test Period shall not be given Pro Forma Effect and cash and Permitted Investments
included on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the date of the event for which
the calculation of any such ratio is made shall be taken into account in lieu of cash or Permitted Investments as of the last day
of the relevant Test Period and (B) when calculating any such ratio or test for purposes of the incurrence of any Indebtedness,
cash and Permitted Investments resulting from the incurrence of any such Indebtedness shall be excluded from the pro forma calculation
of any applicable ratio or test. In addition, whenever a financial ratio or test is to be calculated on a Pro Forma Basis, the
reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference
to, and shall be based on, the most recently ended Test Period for which internal financial statements of the Borrower are available
(as determined in good faith by the Borrower).


 






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(b)                For
purposes of calculating any financial ratio or test or compliance with any covenant determined by reference to
Consolidated EBITDA or Total Assets, Specified Transactions (with any incurrence or repayment of any Indebtedness in
connection therewith to be subject to clause (d) of this Section 1.07) that (i) have been made during the applicable Test
Period or (ii) if applicable as described in clause (a) above, have been made subsequent to such Test Period and prior to or
substantially concurrently with the event for which the calculation of any such ratio is made shall be calculated on a Pro
Forma Basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA, Total Assets
and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day
of the applicable Test Period (or, in the case of Total Assets, on the last day of the applicable Test Period). If since the
beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged,
amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test
Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.07, then such
financial ratio or test (or Total Assets) shall be calculated to give Pro Forma Effect thereto in accordance with this
Section 1.07.


 


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


 


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


 


(e)                
[Reserved].


 


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


 


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


 


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


 


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


 






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ARTICLE II



The Credits


 


SECTION 2.01      
Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make a term loan to the
Borrower in dollars (a “Tranche B Term Loan”) on the Closing Date in a principal amount not exceeding its Tranche
B Commitment. The Borrower shall designate in the relevant Borrowing Request whether each Borrowing will be maintained as a Eurodollar
Loan or an ABR Loan and, if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto. Amounts repaid
or prepaid in respect of Tranche B Term Loans may not be reborrowed. As of the Closing Date the aggregate outstanding principal
amount of Tranche B Term Loans is $1,240,297,917.21.


 


SECTION 2.02      
Loans and Borrowings.


 


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


 


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


 


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


 


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


 


SECTION 2.03       Requests
for Borrowings. To request a Tranche B Term Loan Borrowing, the Borrower shall notify the Administrative Agent of such
request by submitting a Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 12:00 noon, New York City
time, three (3) Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later
than 12:00 noon, New York City time, on the date of the proposed Borrowing. Each such Borrowing Request shall be
irrevocable and shall be signed by a Responsible Officer of the Borrower. Each such Borrowing Request shall specify the
following information in compliance with Section 2.02:


 






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(i)              
that the requested Borrowing is to be a Tranche B Term Loan Borrowing,


 


(ii)             
the aggregate amount of such Borrowing,


 


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


 


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


 


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


 


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


 


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


 


SECTION 2.04      
[Reserved].


 


SECTION 2.05      
[Reserved].


 


SECTION 2.06      
Funding of Borrowings.


 


(a)                
Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately
available funds by 12:00 noon, New York City time, to the account of the Administrative Agent most recently designated by it for
such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting
the amounts so received in like funds, to each account designated by the Borrower in the applicable Borrowing Request.


 


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


 


SECTION 2.07      
Interest Elections.


 


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


 






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(b)               
To make an election pursuant to this Section 2.07, the Borrower shall notify the Administrative Agent of such election by
the time that a Borrowing Request would be required under Section 2.03. Each such Interest Election Request shall be irrevocable
and shall be signed by a Responsible Officer of the Borrower.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 2.08      
Termination and Reduction of Commitments.


 


(a)                
Unless previously terminated, the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing
Date.


 


(b)               
The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that
each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than
$5,000,000.


 






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(c)                
The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph
(b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying
such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the
Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable. Any
termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall
be made ratably among the Lenders in accordance with their respective Commitments of such Class.


 


SECTION 2.09      
Repayment of Loans; Evidence of Debt.


 


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


 


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


 


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


 


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


 


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


 


SECTION 2.10      
Amortization of Tranche B Term Loans.


 


(a)                
The Borrower shall repay Tranche B Term Loan Borrowings on each date set forth below in the aggregate principal amount set
forth opposite such date (as adjusted from time to time following the Closing Date pursuant to Section 2.11(e) and 2.11(i)):


 


	Date	 	Amount	 
	December 31, 2019	 	$	250,000.00	 
	March 31, 2020	 	$	250,000.00	 
	June 30, 2020	 	$	250,000.00	 
	September 30, 2020	 	$	250,000.00	 




 






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	Date	 	Amount	 
	December 31, 2020	 	$	250,000.00	 
	March 31, 2021	 	$	250,000.00	 
	June 30, 2021	 	$	250,000.00	 
	September 30, 2021	 	$	250,000.00	 
	December 31, 2021	 	$	250,000.00	 
	March 31, 2022	 	$	250,000.00	 



 


(b)             
To the extent not previously paid, the Borrower shall repay all Tranche B Term Loans on the Tranche B Maturity Date.


 


SECTION 2.11      
Prepayment of Loans.


 


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


 


(b)             
[Reserved].


 


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


 


(d)              Following
the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2019, the Borrower shall
prepay Term Loan Borrowings in an amount equal to the excess of (A) the ECF Percentage of Excess Cash Flow for such year over
(B) the sum of (x) the principal amount of Term Loans prepaid pursuant to Section 2.11(a) and the amount expended to
prepay Term Loans pursuant to Section 2.11(i), in each case, during such year or, at the option of the Borrower, and without
duplication of amounts included in this clause (B) for any other year, following the last day of such year and prior to the
date of such prepayment, (y) the amount expended to prepay Permitted Debt that is secured on a pari passu basis with
the Obligations during such year or, at the option of the Borrower, and without duplication of amounts included in this
clause (B) for any other year, following the last day of such year and prior to the date of such prepayment and (z) the
amount of Loans under revolving commitments that are repaid during such year or, at the option of the Borrower, and without
duplication of amounts included in this clause (B) for any other year, following the last day of such year and prior to the
date of such prepayment, in the case of this clause (z), to the extent accompanied by a reduction in the related commitment
and, in the case of each of the foregoing clauses (x), (y) and (z), other than any repayment in connection with a
refinancing.


 






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


 


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


 


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


 


(g)              Each
Term Lender may reject all or a portion of its pro rata share of any mandatory prepayment (such declined amounts, the
“Declined Proceeds”) of Term Loans required to be made pursuant to clauses (c) and (d) of this
Section 2.11 (except in respect of mandatory prepayments made with Net Proceeds from any event described in clause (c)
of the definition of the term “Prepayment Event”) by providing written notice (each, a “Rejection
Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after the date
of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from
a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If
a Lender of Term Loans fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above
or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be
deemed an acceptance of the total amount of such mandatory prepayment of its Term Loans. Any Declined Proceeds shall be
offered to the Lenders of Term Loans not so declining such prepayment on a pro rata basis in accordance with the
amounts of the Term Loans of each such Lender (with such non-declining Lenders having the right to decline any prepayment
with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such non-declining
Lenders of its Term Loans elect to decline their pro rata shares of such Declined Proceeds, any Declined Proceeds
remaining thereafter shall be retained by the Borrower (other than Declined Proceeds being applied to repay any Specified
Indebtedness pursuant to Section 6.08(b)(viii)) (such remaining Declined Proceeds, the “Borrower Retained Prepayment
Amounts”).


 






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


 


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


 


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


 






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SECTION 2.12      
[Reserved].


 


SECTION 2.13      
Interest.


 


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


 


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


 


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


 


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


 


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


 


SECTION 2.14      
Alternate Rate of Interest; Illegality.


 


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


 


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


 


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


 


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


 






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


 


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


 






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SECTION 2.15      
Increased Costs.


 


(a)             
If any Change in Law shall:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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SECTION 2.16       Break
Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of
an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any
Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether
such notice may be revoked under Section 2.11(f) and is revoked in accordance therewith), or (d) the assignment of any
Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower
pursuant to Section 2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense
attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to
include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest that would have accrued
on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable
to such Loan (excluding any “floor” applicable pursuant to the definition of Adjusted LIBO Rate), for the period
from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to
borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of
interest that would accrue on such principal amount for such period at the interest rate that such Lender would bid were it
to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the
Eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive
pursuant to this Section 2.16 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower
shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. Notwithstanding
the foregoing, no additional amounts shall be due and payable pursuant to this Section 2.16 to the extent that on the
relevant due date the Borrower deposits in a Prepayment Account an amount equal to any payment of Eurodollar Loans otherwise
required to be made on a date that is not the last day of the applicable Interest Period; provided that on the last
day of the applicable Interest Period, the Administrative Agent shall be authorized, without any further action by or notice
to or from the Borrower or any other Loan Party, to apply such amount to the prepayment of such Eurodollar Loans. For
purposes of this Agreement, the term “Prepayment Account” means a non-interest bearing account established by the
Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control,
including the right of withdrawal for application in accordance with this Section 2.16.


 


SECTION 2.17      
Taxes.


 


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


 


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


 


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


 


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


 






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


 


(ii)              
Without limiting the generality of the foregoing:


 


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


 


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


 


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


 


(2)               
IRS Form W-8ECI,


 


(3)               
in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the
Code, (x) a certificate in a form acceptable to the Administrative Agent to the effect that such Foreign Lender is not (A) a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning
of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of
the Code (a “U.S. Tax Compliance Certificate”) and (y) IRS Form W-8BEN or W-8BEN-E, as applicable, or


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


(e)              
If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.06(a), 2.18(d) or 9.03(c),
then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter
received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections
until all such unsatisfied obligations are fully paid.


 


SECTION 2.19      
Mitigation Obligations; Replacement of Lenders.


 


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


 






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


 


SECTION 2.20      
Incremental Extensions of Credit.


 


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


 


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


 


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


 


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


 






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


 


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


 


(iii)              
except in the case of Refinancing Term Loans, (A) after giving Pro Forma Effect to both (x) the making of Incremental Term
Loans under such Additional Credit Extension Amendment and (y) any Specified Transactions consummated in connection therewith,
(1) if such Incremental Commitments rank pari passu in right of security with the Obligations, the First Lien Net Leverage
Ratio as of the last day of the most recently ended Test Period for which financial statements are internally available does not
exceed 4.50:1.00, (2) if such Incremental Commitments rank junior in right of security to the Obligations, the Secured Net Leverage
Ratio as of the last day of the most recently ended Test Period for which financial statements are internally available does not
exceed 5.75:1.00, or (3) if such Incremental Commitments are unsecured, the Total Net Leverage Ratio as of the last day of the
most recently ended Test Period for which financial statements are internally available does not exceed 6.00:1.00, or (B) together
with the Incremental Term Loans made under such Additional Credit Extension Amendment, the aggregate principal amount of Incremental
Term Loans made in reliance on this clause (B) on such date, when aggregated with the other Free and Clear Usage Amount on such
date, does not exceed the sum of (i) $250,000,000 plus (ii) the principal amount of any voluntary prepayments of Term Loans, any
other Indebtedness incurred in reliance on the Free and Clear Usage Amount (in the case of revolving Indebtedness, to the extent
accompanied by a corresponding reduction in commitments) or any Indebtedness constituting a Permitted Refinancing of any of the
foregoing (in each case, other than to the extent made with the proceeds of Long-Term Indebtedness); provided, that, it
is understood that (1) Incremental Term Loans may be incurred under either clause (A) or clause (B) above as selected by the Borrower
in its sole discretion and (2) Incremental Term Loans may be incurred under both clause (A) and clause (B) above, and proceeds
from any such incurrence under both clause (A) and clause (B) may be utilized in a single transaction or series of related but
substantially concurrent transactions by first calculating the incurrence under clause (A) (without giving effect to any Incremental
Term Loans incurred (or to be incurred) under clause (B)) and then calculating the incurrence under clause (B), and


 


(iv)             
to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (A) customary legal
opinions, board resolutions and officers’ certificates (including solvency certificates) in form and substance reasonably
satisfactory to the Administrative Agent and (B) reaffirmation agreements and/or such amendments to the Security Documents as may
be reasonably requested by the Administrative Agent in order to ensure that such Incremental Lenders are provided with the benefit
of the applicable Loan Documents.


 


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


 






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(i)              
the Incremental Term Loans:


 


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


 


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


 


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


 


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


 


(E)       shall
have fees determined by the Borrower and the applicable Incremental Term Loan arranger(s), and


 


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


 


(ii)              
[reserved];


 


(iii)             
[reserved].


 


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


 






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(g)              
[Reserved].


 


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


 


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


 


SECTION 2.21      
Extended Term Loans.


 


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


 


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


 


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


 


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


 


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


 


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


 






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(d)             
[Reserved].


 


(e)             
Extended Term Loans shall be established pursuant to an Additional Credit Extension Amendment to this Agreement among the
Borrower, the Administrative Agent and each Extending Term Lender which shall be consistent with the provisions set forth above
(but which shall not require the consent of any other Lender other than those consents provided in this Section 2.21). Each Additional
Credit Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any
Additional Credit Extension Amendment, the Loan Parties and the Administrative Agent shall enter into such amendments to the Security
Documents as may be reasonably requested by the Administrative Agent (which shall not require any consent from any Lender other
than those consents provided pursuant to this Agreement) in order to ensure that the Extended Term Loans are provided with the
benefit of the applicable Security Documents and shall deliver such other documents, certificates and opinions of counsel in connection
therewith as may be reasonably requested by the Administrative Agent.


 


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


 


SECTION 2.22      
[Reserved].


 


ARTICLE III


 


Representations
and Warranties


 


The Borrower represents and warrants to
the Lenders that:


 


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


 


SECTION 3.02      
Authorization; Enforceability. The transactions contemplated hereby to be entered into by each Loan Party have been
duly authorized by all necessary corporate or other action and, if required, stockholder action. This Agreement has been duly executed
and delivered by each of Holdings and the Borrower and constitutes, and each other Loan Document to which any Loan Party is to
be a party, when executed and delivered by such Loan Party, will constitute, a legal, valid and binding obligation of Holdings,
the Borrower or such Loan Party, as applicable, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law.


 






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


 


SECTION 3.04      
Financial Condition; No Material Adverse Effect.


 


(a)                
The Borrower has heretofore delivered to the Lenders audited consolidated financial statements of the Borrower and its Subsidiaries
for the fiscal years ended December 31, 2015 and December 31, 2016, reported on by PricewaterhouseCoopers LLP, independent public
accountants and unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter and nine
month period ended September 30, 2017. Such financial statements present fairly, in all material respects, the financial position
and results of operations and cash flows of the Borrower and its Subsidiaries as of such dates and for such periods in accordance
with GAAP consistently applied.


 


(b)               
Since December 31, 2016, there has been no event or circumstance, either individually or in the aggregate, that has had
or could reasonably be expected to have a Material Adverse Effect.


 


SECTION 3.05      
Properties.


 


(a)                
Each of Holdings, the Borrower and the Restricted Subsidiaries has good title to, or valid leasehold interests in, all its
real and personal property material to its business (including its Mortgaged Properties), free and clear of all Liens, except for
Permitted Liens and minor defects in title that do not interfere in any material respect with its ability to conduct its business
or to utilize such properties for their intended purposes.


 


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


 


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


 


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


 






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SECTION 3.06      
Litigation and Environmental Matters.


 


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


 


(b)               
Except with respect to any other matters that, individually or in the aggregate, are not reasonably likely to result in
a Material Adverse Effect, (A) neither Holdings, the Borrower nor any Restricted Subsidiary (i) has failed to comply with any Environmental
Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has
become subject to any Environmental Liability, (iii) knows of any basis for any Environmental Liability or (iv) has received any
written claim or notice of violation or of potential responsibility regarding any alleged violation of or liability under any Environmental
Law, and (B)(i) there has been no Release of Hazardous Materials at, on, under or from any property currently, or to the knowledge
of Holdings, the Borrower or any of the Restricted Subsidiaries, formerly owned, leased or operated by any of them which could
reasonably be expected to result in liability under any Environmental Law on the part of any of them, and (ii) all Hazardous Materials
generated, used or stored at, or transported for treatment or disposal from, any properties currently, or to the knowledge of Holdings,
Borrower and the Restricted Subsidiaries, formerly owned, leased or operated by Holdings, the Borrower or any of the Subsidiaries
have been disposed of in a manner that could not reasonably be expected to result in liability under any Environmental Law on the
part of any of them.


 


SECTION 3.07      
Compliance with Laws and Agreements. Except with respect to any matters that, individually or in the aggregate, are
not material to the business of the Borrower and the Restricted Subsidiaries, taken as a whole, each of Holdings, the Borrower
and the Restricted Subsidiaries is in compliance with all material Requirements of Law applicable to it or its property or operations
and all material indentures, agreements and other instruments binding upon it or its property.


 


SECTION 3.08      
Investment Company Status. Neither Holdings, the Borrower, nor any Restricted Subsidiary is an “investment
company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.


 


SECTION 3.09      
Taxes. Each of Holdings, the Borrower and the Restricted Subsidiaries has timely filed or caused to be filed all
federal and other Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have
been paid by it, except (a) any Taxes that are being contested in good faith by appropriate proceedings and for which Holdings,
the Borrower or such Restricted Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP
or (b) to the extent that the failure to do so is not reasonably likely to result, individually or in the aggregate, in a Material
Adverse Effect. None of Holdings, the Borrower and the Restricted Subsidiaries is aware of any proposed or pending Tax assessments,
deficiencies or audits that are reasonably likely to result, individually or in the aggregate, in a Material Adverse Effect.


 


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


 






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SECTION 3.11      
Disclosure. Neither the Information Memorandum nor any of the other reports, financial statements, certificates
or other written information furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection
with the negotiation of this Agreement or any other Loan Document or delivered hereunder or thereunder (as modified or supplemented
by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to
make the statements therein (when taken as a whole), in the light of the circumstances under which they were made, not misleading;
provided that the foregoing shall not apply to any projected financial information, and with respect to such projected
financial information, Holdings and the Borrower represent only that such information was prepared in good faith based upon assumptions
believed by them to be reasonable at the time delivered and as of the Original Closing Date, it being understood that such projections
may vary from actual results and that such variances may be material.


 


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


 


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


 


SECTION 3.14      
Labor Matters. As of the Original Closing Date, there are no strikes, lockouts or slowdowns against Holdings, the
Borrower or any Restricted Subsidiary pending or, to the knowledge of Holdings or the Borrower, threatened. The hours worked by
and payments made to employees of the Borrower and the Restricted Subsidiaries have not been in violation of the Fair Labor Standards
Act or any other applicable federal, state, local or foreign law dealing with such matters. All payments due from Holdings, the
Borrower or any Restricted Subsidiary, or for which any claim may be made against Holdings, the Borrower or any Restricted Subsidiary,
on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the
books of Holdings, the Borrower or such Restricted Subsidiary. The consummation of the Transactions or other transactions contemplated
hereby will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining
agreement to which Holdings, the Borrower or any Restricted Subsidiary is bound.


 


SECTION 3.15      
Solvency. Immediately after the consummation of the transactions contemplated hereby to occur on the Closing Date,
the Borrower and its Subsidiaries, on a consolidated basis, are Solvent, in each case after giving effect to any rights of indemnification,
contribution or subrogation arising among the Subsidiary Loan Parties pursuant to the Collateral Agreement or by law.


 


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


 


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


 






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SECTION 3.18      
Fraud and Abuse. None of Holdings, the Borrower or any Subsidiary, nor any of their respective partners, members,
stockholders, officers or directors, acting on behalf of Holdings, the Borrower or any Restricted Subsidiary, have engaged on behalf
of Holdings, the Borrower or any Subsidiary in any activities that are prohibited under 42 U.S.C. § 1320a-7, 42 U.S.C. §
1320a-7a, 42 U.S.C. § 1320a-7b, 42 U.S.C. § 1395nn, 31 U.S.C. § 3729 et seq., or the regulations promulgated thereunder,
or related Requirements of Law, or under any similar state law or regulation, or that are prohibited by binding rules of professional
conduct, including to the extent prohibited by such laws (a) knowingly and willfully making or causing to be made a false statement
or misrepresentation of a material fact in any application for any benefit or payment, (b) knowingly and willfully making or causing
to be made any false statement or misrepresentation of a material fact for use in determining rights to any benefit or payment,
(c) failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any
benefit or payment on its own behalf or on behalf of another, with intent to secure such benefit or payment fraudulently, (d) knowingly
and willfully soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly
or covertly, in cash or in kind, or offering to pay or receive such remuneration (i) in return for referring an individual to a
Person for the furnishing or arranging for the furnishing of any item or service for which payment may be made, in whole or in
part, pursuant to any Third Party Payor Arrangement to which the foregoing rules and regulations apply or (ii) in return for purchasing,
leasing or ordering or arranging for or recommending purchasing, leasing or ordering any good, facility, service or item for which
payment may be made, in whole or in part, pursuant to any Third Party Payor Arrangement to which the foregoing rules and regulations
apply and (e) making any prohibited referral for designated health services, or presenting or causing to be presented a claim or
bill to any individual, Third Party Payor or other entity for designated health services furnished pursuant to a prohibited referral.
Neither Holdings, the Borrower nor any Restricted Subsidiary shall be considered to be in breach of this Section 3.18 so long as
(a) it shall have taken such actions (including implementation of appropriate internal controls) as may be reasonably necessary
to prevent such prohibited actions and (b) such prohibited actions as have occurred, individually or in the aggregate, are not
reasonably likely to have a Material Adverse Effect.


 


SECTION 3.19      
Patriot Act, Etc. 


 


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


 


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


 






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


 


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


 


SECTION 3.21      
Compliance with Healthcare Laws.


 


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


 


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


 






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


 


(d)               
Each Loan Party and professional corporation and professional association with which a Loan Party has entered into a management
services agreement or other affiliation agreement conducts its business in compliance with all applicable Corporate Practice of
Medicine Laws.


 


(e)                
Each Loan Party will have, effective as of the Original Closing Date and at all times thereafter, such Permits, licenses,
franchises, certificates and other approvals or authorizations of governmental or regulatory authorities as are necessary under
applicable Requirements of Law to own their respective properties and conduct their respective business (including such Permits
as are required under such federal, state and other Healthcare Laws as are applicable thereto), and to receive reimbursement under
federal and state healthcare programs.


 


SECTION 3.22      
HIPAA Compliance.


 


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


 


ARTICLE IV


 


Conditions


 


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


 


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


 


(b)        [Reserved].


 


(c)        [Reserved].


 


(d)       [Reserved].


 


(e)        [Reserved].


 






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(f)                
The Collateral and Guarantee Requirement shall have been satisfied and the Administrative Agent shall have received a completed
Perfection Certificate dated February 25, 2019 and signed by a Responsible Officer of the Borrower, together with all attachments
contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect
to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or
similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated
by such financing statements (or similar documents) are permitted by Section 6.02 or have been released; provided that
the Collateral Agent may, in its reasonable judgment, grant extensions of time for compliance with the Collateral and Guarantee
Requirement by any Loan Party.


 


(g)                
(i) The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard
Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status
and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto) and (ii) the Administrative
Agent shall have received a copy of, or a certificate as to coverage under, and a declaration page relating to, the insurance
policies required by Section 5.07 including, without limitation, flood insurance policies (to the extent required in order to
comply with applicable law) and the applicable provisions of the Security Documents, each of which (w) shall be endorsed or otherwise
amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as
applicable), (x) shall name the Collateral Agent, on behalf of the Secured Parties, as additional insured, (y) in the case of
flood insurance, shall (I) identify the addressee of each property located in a special flood hazard area, (II) indicate the applicable
flood zone designation, the flood insurance coverage and the deductible relating thereto and (III) provide that the insurer will
give the Administrative Agent 45 days’ written notice of cancellation or non-renewal and (z) shall be otherwise in form
and substance reasonably satisfactory to the Administrative Agent.


 


(h)                 The
representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects
on the Closing Date (or, if qualified by “materiality”, “Material Adverse Effect” or similar language,
in all respects (after giving effect to such qualification)).


 


(i)                
[Reserved].


 


(j)                
[Reserved].


 


(k)                
Since December 31, 2018,
there shall not have occurred a Material Adverse Effect, or any event, change, development, effect, condition, circumstance, matter,
occurrence or state of facts that would reasonably be expected to have a Material Adverse Effect.


 


(l)                
Substantially concurrently
with the initial Borrowing on the Closing Date, all of the term loans outstanding under the Existing Credit Agreement as of the
Closing Date shall have been prepaid in full.


 


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


 


(n)                
The Administrative Agent
shall have received a Borrowing Request in accordance with the requirements hereof.


 


(o)                
[Reserved].


 


(p)                
[Reserved].


 


(q)                
The First Lien Intercreditor
Agreement shall have been entered into by each party thereto.


 






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


 


SECTION 4.02      
Each Credit Event. The obligation of each Lender to make any Loan or honor any Extension Request (other than a Borrowing
Request requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Loans) after the Closing Date is
subject to satisfaction or waiver of the following conditions:


 


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


 


(b)                
At the time of and immediately
after giving effect to such Borrowing, no Default shall have occurred and be continuing.


 


(c)                
The Administrative Agent
shall have received a Borrowing Request in accordance with the requirements hereof.


 


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


 


ARTICLE V


 


Affirmative
Covenants


 


Until the Commitments have expired or been
terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable under any Loan Document
shall have been paid in full, each of the Borrower and its Restricted Subsidiaries covenants and agrees with the Lenders that:


 


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


 


(a)                
within 90 days after the
end of each fiscal year of the Borrower commencing with the fiscal year ended December 31, 2019, (i) audited year-end consolidated
financial statements of the Borrower and its Subsidiaries (including a balance sheet, statement of operations and statement of
cash flows and stockholders’ equity) as of the end of and for such fiscal year, and the related notes thereto, setting forth
in each case in comparative form the figures for the previous fiscal year, all reported on by independent public accountants of
recognized national standing (without a “going concern” or like qualification or exception and without any qualification
or exception as to the scope of such audit, except as may be required solely as a result of the impending maturity of any Loan)
to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results
of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, and (ii)
if at any time the Borrower is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, a “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results
of operations of the Borrower and its consolidated Subsidiaries,


 


(b)                
within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower commencing
with the fiscal quarter ending March 31, 2020, (i) unaudited quarterly consolidated financial statements of the Borrower and
its Subsidiaries (including a balance sheet, statement of operations and statement of cash flows) as of the end of and for
such fiscal quarter and the then-elapsed portion of the fiscal year, setting forth in each case in comparative form the
figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous
fiscal year, all certified by a Financial Officer as presenting fairly in all material respects the financial condition and
results of operations of Holdings and the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied,
subject to normal year-end audit adjustments and the absence of footnotes and (ii) if at any time the Borrower is not subject
to the reporting requirements of Section 13 or 15(d) of the Exchange Act, a “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” that describes the financial condition and results of operations of
the Borrower and its consolidated Subsidiaries,


 






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


 


(d)                
[reserved],


 


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


 


(f)                
promptly from time to time
after the occurrence of an event required to be therein reported, such other reports containing substantially the same information
that would have been required to be contained under Item 1.01 (entry into material agreement), Item 1.02 (termination
of a material agreement), Item 1.03 (bankruptcy or receivership), Item 2.01 (completion of acquisition or disposition),
Item 2.03 (creation of a direct financial obligation or an obligation under an off-balance sheet arrangement), Item 2.04
(accelerate or increase debt obligations or under an off-balance sheet arrangement), Item 2.06 (material impairments), Item 4.01
(changes in certifying accountant), Item 4.02 (non-reliance on previously issued financial statements or a related audit report
or interim review) or Item 5.02(a), (b) or (c) (departure of directors or certain officers) (other than any information
relating to compensation arrangements with any directors or officers) in a Current Report on Form 8-K under the Exchange Act; provided,
however, that trade secrets and other confidential information that is competitively sensitive, or information that the
Borrower is otherwise prohibited by law or contract from disclosing, in each case in the good faith and reasonable determination
of the Borrower, may be excluded from disclosures,


 


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


 


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


 


(i)       evidence
of insurance renewals as required under Section 5.07 hereunder in form and substance reasonably acceptable to the Administrative
Agent.


 






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


 


Notwithstanding the foregoing, the obligations
in paragraphs (a), (b) and (g) of this Section 5.01 may be satisfied with respect to financial information of the Borrower and
its Subsidiaries by furnishing (A) the Form 10-K or 10-Q (or the equivalent), as applicable, of the Borrower (or any direct or
indirect parent company thereof (other than Select Medical Corporation or any of its parent companies)) filed with the SEC or with
a similar regulatory authority in a foreign jurisdiction or (B) the applicable financial statements of the Borrower (or any direct
or indirect parent of the Borrower (other than Select Medical Corporation or any of its parent companies)); provided that
to the extent such information relates to a parent of the Borrower, such information shall be accompanied by a narrative description
of any items that would cause the financial statements so provided to be different in any material respect from financial statements
of the Borrower and its consolidated Subsidiaries.


 


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


 


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


 


SECTION 5.02      
Notices of Material Events.


 


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


 






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(i)              
the occurrence of any Default,


 


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


 


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


 


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


 


(v)              
any Change in Law of the type described in clause (a) or (b) of such definition relating to any Third Party Payor Arrangement
that could reasonably be expected to have a material and adverse effect on the ability of the Borrower or any Restricted Subsidiary
to carry on its business as now conducted or as proposed to be conducted, and


 


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


 


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


 


SECTION 5.03      
Information Regarding Collateral.


 


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


 


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


 


SECTION 5.04      
Existence; Conduct of Business. The Borrower will, and will cause each of the Restricted Subsidiaries to, do or cause
to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications,
permits, approvals, accreditations, authorizations, Reimbursement Approvals, licenses, franchises, patents, copyrights, trademarks
and trade names material to the conduct of its business; provided that the foregoing shall not prohibit any merger, consolidation,
liquidation, Division or dissolution permitted under Section 6.03.


 






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


 


SECTION 5.06      
Maintenance of Properties. The Borrower will, and will cause each of its Restricted Subsidiaries to, keep and maintain
all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted.


 


SECTION 5.07      
Insurance.


 


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


 


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


 


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


 


SECTION 5.09      
Books and Records; Inspection and Audit Rights. The Borrower will, and will cause each of its Restricted Subsidiaries
to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in
relation to its business and activities. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any representatives
designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties during
normal business hours, to examine and make extracts from its books and records, including environment assessment reports and Phase
I or Phase II studies, and to discuss its affairs, finances and condition with its officers and independent accountants (provided
that the Borrower shall be provided the opportunity to participate in any such discussions with its independent accountants), all
at such reasonable times and as often as reasonably requested.


 


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


 






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SECTION 5.11      
Use of Proceeds. The proceeds of the Tranche B Term Loans borrowed on the Closing Date will be used by the Borrower
on the Closing Date, solely for prepayment of the term loans outstanding under the Existing Credit Agreement as of the Closing
Date. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation
of any of the Regulations of the Board, including Regulations T, U and X. The Borrower will not request any Borrowing, and the
Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and
agents shall not use, the proceeds of any Borrowing (A) in furtherance of an offer, payment, promise to pay, or authorization of
the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the
purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any
Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a
corporation incorporated in the United States, or (C) in any manner that would result in the violation of any Sanctions applicable
to any party hereto.


 


SECTION 5.12      
Additional Subsidiaries; Succeeding Holdings.


 


(a)                
If any additional Restricted Subsidiary (other than a Consolidated Practice or an Excluded Subsidiary) is formed or acquired
after the Closing Date (or if any Excluded Subsidiary that is not a Subsidiary Loan Party ceases to qualify as an Excluded Subsidiary,
the Borrower will, within 60 days after such Restricted Subsidiary is formed or acquired (or ceases to constitute an Excluded Subsidiary),
notify the Collateral Agent and the Lenders (through the Administrative Agent) thereof and within such 60-day period cause the
Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary (if it is a Subsidiary Loan Party) and with
respect to any Equity Interest in or Indebtedness of such Subsidiary owned by or on behalf of any Loan Party.


 


(b)               
Upon the addition of a Succeeding Holdings, the Borrower will notify the Collateral Agent and the Lenders (through the Administrative
Agent) thereof and within 10 days after such Succeeding Holdings is formed or acquired cause the Collateral and Guarantee Requirement
to be satisfied with respect to the Succeeding Holdings.


 


SECTION 5.13      
Further Assurances.


 


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


 


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


 






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SECTION 5.14      
Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary of
the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i)
immediately before and after such designation, no Event of Default shall have occurred and be continuing or would result therefrom,
(ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect
to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, (iii) no Subsidiary
may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary”
for the purpose of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted
Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation
of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower therein
at the date of designation in an amount equal to the Fair Market Value of such Investment. The designation of any Unrestricted
Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness
or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries
pursuant to the preceding sentence in an amount equal to the Fair Market Value of such Investment in such Subsidiary.


 


SECTION 5.15      
[Reserved].


 


SECTION 5.16      
Quarterly Lender Calls. The Borrower will participate in a conference call with the Administrative Agent and the
Lenders to discuss the financial condition and results of operations of the Borrower and its Restricted Subsidiaries for the most
recently-ended period for which financial statements have been delivered pursuant to Section 5.01(a) or Section 5.01(b), which
call shall occur within a reasonable period of time after the delivery of such financial statements and after the Lenders have
first been provided reasonable notice of such call; provided, however, if the Borrower is holding a conference call
open to the public to discuss the financial condition and results of operations of the Borrower and its Restricted Subsidiaries
for the most recently-ended period for which financial statements have been delivered, the Borrower will not be required to hold
a second, separate call for the Lenders as long as Lenders are provided access to such conference call.


 


SECTION 5.17      
ERISA Compliance. The Borrower will do, and cause each of its ERISA Affiliates to do, each of the following: (a) maintain
each Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state law,
and (b) cause each Plan that is qualified under Section 401(a) of the Code to maintain such qualification.


 


SECTION 5.18      
[Reserved].


 


ARTICLE VI


 


Negative Covenants


 


Until the Commitments have expired or been
terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable under any Loan Document
have been paid in full, each of the Borrower (and, with respect to Section 6.03 only, Holdings) and the Restricted Subsidiaries
covenants and agrees with the Lenders that:


 


SECTION 6.01      
Indebtedness; Certain Equity Securities.


 


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


 


(i)              
Indebtedness created under the Loan Documents,


 


(ii)              
Indebtedness pursuant to the revolving facility under the Existing Credit Agreement as in effect on the Closing Date (including
any guarantees thereof) in an aggregate principal amount not to exceed $100,000,000 and any Permitted Refinancing thereof,


 






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


 


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


 


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


 


(vi)              
Indebtedness (including Attributable Indebtedness) of the Borrower or any Restricted Subsidiary incurred to finance the
acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations, and any Indebtedness
assumed by the Borrower or any Subsidiary in connection with the acquisition of any such assets or secured by a Lien on any such
assets prior to the acquisition thereof, and Permitted Refinancings thereof; provided that (A) such Indebtedness (other
than Permitted Refinancings) is incurred prior to or within 120 days after such acquisition or the completion of such construction
or improvement and (B) the aggregate principal amount of Indebtedness permitted by this clause (vi) shall not (except as permitted
by the definition of “Permitted Refinancing”) exceed at any time outstanding the greater of (x) $25,000,000 and
(y) 2.5% of Total Assets as of the time of incurrence,


 


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


 


(A)              
if such Indebtedness ranks pari passu in right of security with the Obligations, (x) the First Lien Net Leverage
Ratio does not exceed 4.50:1.00 or (y) the First Lien Net Leverage Ratio is equal to or less than the First Lien Net Leverage Ratio
immediately prior to such Permitted Acquisition,


 


(B)              
if such Indebtedness ranks junior in right of security with the Obligations, (x) the Secured Net Leverage Ratio does not
exceed 5.75:1.00 or (y) the Secured Net Leverage Ratio is equal to or less than the Secured Net Leverage Ratio immediately prior
to such Permitted Acquisition, or


 


(C)              
if such Indebtedness is unsecured, (x) the Total Net Leverage Ratio does not exceed 6.00:1.00 or (y) the Total Net Leverage
Ratio is equal to or less than the Total Net Leverage Ratio immediately prior to such Permitted Acquisition; provided that
no Indebtedness may be incurred pursuant to this clause (C) until the date that is six (6) months after the Original Closing Date,


 


and, in the case of clauses (x)
and (y) of this clause (vii), any Permitted Refinancing of any such Indebtedness; provided that any such Indebtedness of
a Non-Loan Party does not exceed in the aggregate at any time outstanding, together with any Indebtedness incurred by a Non-Loan
Party pursuant to clause (xiv) of this Section 6.01, the greater of $25,000,000 and 2.5% of Total Assets, in each case determined
at the such time of incurrence;


 






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


 


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


 


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


 


(xi)              
[Reserved],


 


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


 


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


 


(xiv)              
Indebtedness of any Foreign Subsidiary or any Non-Loan Party, collectively, in an amount not to exceed, together with any
Indebtedness incurred by a Non-Loan Party pursuant to clause (vii) of this Section 6.01, $25,000,000 at any time outstanding,


 


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


 


(xvi)              
(a) Permitted Debt, provided that (x) if such Indebtedness is secured by Liens ranking pari passu with the
Liens securing the Obligations, the First Lien Net Leverage Ratio does not exceed 4.50:1.00, (y)  if such Indebtedness
is secured by Liens ranking junior to the Liens securing the Obligations, the Secured Net Leverage Ratio does not exceed 5.75:1.00,
and (z)  if such Indebtedness is unsecured, the Total Net Leverage Ratio does not exceed 6.00:1.00, in each case, determined
on a Pro Forma Basis after giving effect to such assumption or incurrence and the use of proceeds thereof; and any Permitted Refinancing
thereof; and (b) other Permitted Debt in an aggregate principal amount pursuant to this subclause (b), when aggregated with the
Free and Clear Usage Amount at such time, not to exceed $250,000,000 and any Permitted Refinancing thereof,


 


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


 


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


 


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


 


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


 






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(xxi)              
the incurrence or issuance by the Borrower or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate
principal amount not to exceed the greater of $50,000,000 and 5.0% of Total Assets at the time of incurrence.


 


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


 


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


 


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


 


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


 


(a)      
Liens created by the Loan
Documents and the documents governing the Existing Credit Agreement,


 


(b)      
Permitted Encumbrances,


 


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


 


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


 






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(e)      
Liens on fixed or capital
assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such security interests
secure Indebtedness permitted by clause (vi) of Section 6.01(a) (including Permitted Refinancings thereof), (ii) such security
interests and the Indebtedness secured thereby (other than Permitted Refinancings) are incurred prior to or within 120 days after
such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed
100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not
apply to any other property or assets of the Borrower or any Restricted Subsidiary,


 


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


 


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


 


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


 


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


 


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


 


(k)      
Liens on assets of the
Borrower or the Restricted Subsidiaries not otherwise permitted by this Section 6.02, so long as neither (i) the aggregate outstanding
principal amount of the obligations secured thereby nor (ii) the aggregate fair value (determined as of the date such Lien is incurred)
of the assets subject thereto exceeds the greater of $25,000,000 and 2.5% of Total Assets at any time outstanding; provided
that in no event shall Holdings, the Borrower or any Restricted Subsidiary create, incur, assume or permit to exist any Lien on
any Equity Interests of the Borrower or any Restricted Subsidiary,


 


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


 


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


 


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


 


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


 


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


 






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SECTION 6.03      
Fundamental Changes.


 


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


 


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


 


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


 






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SECTION 6.04       Investments,
Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to,
purchase or acquire (including pursuant to any merger with, or as a Division Successor pursuant to the Division of any Person
that was not a wholly owned Restricted Subsidiary prior to such merger or Division) any Equity Interests in or evidences of
indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make
any loans or advances to, Guarantee any obligations of, or make any investment or any other interest in, any other Person, or
purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a
business unit (collectively, “Investments”; provided that any loan made by the Borrower or any
Restricted Subsidiary to any direct or indirect parent company of the Borrower in connection with the Amendment No. 3
Transactions shall be deemed to be a Restricted Payment but not an “Investment” for purposes of this Agreement
and any Qualified Proceeds or Permitted Investments subsequently received by the Borrower or such Restricted Subsidiary on
account of principal or interest on any such loan shall be deemed a contribution to the capital of the Borrower for purposes
of the definition of “Available Amount”), except:


 


(a)       Permitted Acquisitions,


 


(b)       Permitted Investments,


 


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


 


(d)       Investments by the Borrower
or any Restricted Subsidiaries in Equity Interests in their respective Restricted Subsidiaries; provided that (A) any
such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Agreement (subject to the limitations referred
to in the definition of “Collateral and Guarantee Requirement”) and (B) the aggregate amount of investments in
Non-Loan Parties by Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to
Section 6.04(e) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(f))
shall not exceed the greater of $25,000,000 and 2.5% of Total Assets at any time outstanding (in each case determined without regard
to any write-downs or write-offs),


 


(e)       loans or advances made
by the Borrower to any Restricted Subsidiary and made by any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary;
provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant
to the Collateral Agreement and (B) the amount of such loans and advances made by Loan Parties to Non-Loan Parties (together with
outstanding investments permitted under clause (B) to the proviso to Section 6.04(d) and outstanding Guarantees permitted under
clause (B) to the proviso to Section 6.04(f)) shall not exceed the greater of $25,000,000 and 2.5% of Total Assets at any time
outstanding (in each case determined without regard to any write-downs or write-offs),


 


(f)       Guarantees constituting
Indebtedness permitted by Section 6.01 and performance guarantees in the ordinary course of business; provided that (and
without limiting the foregoing) the aggregate principal amount of Indebtedness of Non-Loan Parties that is Guaranteed by any Loan
Party (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(d) and outstanding intercompany
loans permitted under clause (B) to the proviso to Section 6.04(e)) shall not exceed the greater of $25,000,000 and 2.5% of Total
Assets at any time outstanding (in each case determined without regard to any write-downs or write-offs),


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


(o)       Investments in Permitted
Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section
6.04(p)) in an amount not to exceed $50,000,000 plus an amount equal to any returns (including dividends, interest, distributions,
returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not
exceed the amount of such Investment valued at cost at the time such Investment was made),


 


(p)       Investments in Permitted
Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section
6.04(o)) in an amount not to exceed $50,000,000 plus an amount equal to any returns (including dividends, interest, distributions,
returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not
exceed the amount of such Investment valued at cost at the time such Investment was made),


 


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


 


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


 


(s)       (i) Investments by the
Borrower or any Restricted Subsidiary (including Investments in Permitted Joint Ventures) in an amount not to exceed the greater
of $50,000,000 and 5.0% of Total Assets and (ii) other Investments; provided that (x) no Event of Default has occurred and
is continuing or would result therefrom and (y) immediately after giving effect to such Investment on a Pro Forma Basis, the Total
Net Leverage Ratio does not exceed 5.00:1.00,


 


(t)      
Investments, loans and advances by the Borrower or any Restricted Subsidiary to any Captive Insurance Subsidiary in an
amount equal to (A) the capital required under the applicable laws or regulations of the jurisdiction in which such
Captive Insurance Subsidiary is formed or determined by independent actuaries as prudent and necessary capital to operate
such Captive Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses of such Captive
Insurance Subsidiary,


 






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(u)       any Investment solely in
exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Borrower or Holdings (or any other direct
or indirect parent company of the Borrower), and


 


(v)       Investments in prepaid
expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar deposits
entered into as a result of the operations of the business in the ordinary course of business.


 


For purposes of covenant compliance, the
amount of any Investment outstanding at any time shall be the original cost of such Investment (without adjustment for any increases
or decreases in the value of such Investments), reduced by (except in the case of any Investments made using the Available Amount
pursuant to Section 6.04(r) and returns which are included in the Available Amount pursuant to the definition thereof) any dividend,
distribution, interest payment, return of capital, repayment or other amount received in cash by the Borrower or a Restricted Subsidiary
in respect of such Investment.


 


SECTION 6.05      
Asset Sales. The Borrower will not, and will not permit any Restricted Subsidiary to, sell, transfer, lease or otherwise
dispose (whether effected pursuant to a Division or otherwise) of any asset, including any Equity Interest owned by it (other than
directors’ qualifying Equity Interests or Equity Interests required by applicable law to be held by a Person other than the
Borrower a Restricted Subsidiary), nor will the Borrower permit any Restricted Subsidiary to issue any additional Equity Interest
in such Restricted Subsidiary (other than to the Borrower or another Restricted Subsidiary in compliance with Section 6.04) involving
aggregate payments or consideration for assets having a Fair Market Value in excess of $2,500,000 for any individual transaction
or series of related transactions, except (in each case, whether effected pursuant to a Division or otherwise):


 


(a)       sales, transfers and dispositions
of (i) inventory in the ordinary course of business and (ii) used, damaged, obsolete, worn out, negligible or surplus equipment
or property in the ordinary course of business,


 


(b)       sales, transfers and dispositions
to the Borrower or any Restricted Subsidiary; provided that any such sales, transfers or dispositions involving a Non-Loan
Party shall be made in compliance with Section 6.09,


 


(c)       sales, transfers and dispositions
of products, services or accounts receivable (including at a discount) in connection with the compromise, settlement or collection
thereof consistent with past practice,


 


(d)       sales, transfers and dispositions
of property to the extent such property constitutes an investment permitted by clauses (b), (h), (l) and (n) of Section 6.04,


 


(e)       sale and leaseback transactions
permitted by Section 6.06,


 


(f)       dispositions resulting
from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding
of, any property or asset of the Borrower or any Restricted Subsidiary,


 


(g)       sales, transfers and other
dispositions of assets (other than Equity Interests in a Restricted Subsidiary unless all Equity Interests in such Restricted Subsidiary
are sold) that are not permitted by any other paragraph of this Section 6.05,


 


(h)       exchanges of property for
similar replacement property for fair value,


 






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(i)       assets set forth on Schedule
6.05,


 


(j)       the sale or other disposition
of Permitted Investments,


 


(k)      
the sale or disposition of any assets or property received as a result of a foreclosure by the Borrower or any Restricted Subsidiary
with respect to any secured Investment or other transfer of title with respect to any secured Investment in default,


 


(l)       the licensing of intellectual
property in the ordinary course of business or in accordance with industry practice,


 


(m)       the sale, lease, conveyance,
disposition or other transfer of (a) the Equity Interests of, or any Investment in, any Unrestricted Subsidiary or (b) Investments
(other than Investments in any Restricted Subsidiary) made pursuant to clause (s) of Section 6.04,


 


(n)       surrender or waiver of
contract rights or the settlement, release or surrender of contract, tort or other claims of any kind,


 


(o)       leases or subleases to
third persons in the ordinary course of business that do not interfere in any material respect with the business of the Borrower
or any of its Restricted Subsidiaries, and


 


(p)       the sale of Equity Interests
in joint ventures to the extent required by or made pursuant to, customary buy/sell arrangements entered into in the ordinary course
of business between the joint venture parties and sent forth in joint venture agreements.


 


provided that all sales, transfers, leases and other
dispositions permitted hereby (other than those permitted by paragraphs (b), (c), (f), (l), (n) and (p) above) shall be made
for fair value and (other than those permitted by paragraphs (b), (d), (h), (l), (n) and (p) above) for at least 75% cash
consideration, plus (for all such sales, transfers, leases and other dispositions permitted hereby) an aggregate additional
amount of non-cash consideration in the amount of $20,000,000 (it being understood that for purposes of paragraph (a) above,
accounts receivable received in the ordinary course and any property received in exchange for used, obsolete, worn out or surplus
equipment or property and any non-cash consideration that was actually converted into cash within 6 months following the applicable
sale, transfer, lease or other disposition by the Borrower or any of its Restricted Subsidiaries shall be deemed to constitute
cash consideration).


 


SECTION 6.06      
Sale and Leaseback Transactions. The Borrower will not, and will not permit any Restricted Subsidiary to, enter into
any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its
business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends
to use for substantially the same purpose or purposes as the property sold or transferred, except for (x) any such sale of any
fixed or capital assets by the Borrower or any Restricted Subsidiary that is made for cash consideration in an amount not less
than the fair value of such fixed or capital asset and is consummated within 180 days after the Borrower or such Restricted Subsidiary
acquires or completes the construction of such fixed or capital asset or (y) sale and leaseback transactions with respect to properties
acquired after the Original Closing Date, where the Fair Market Value of such properties in the aggregate does not to exceed the
greater of $25,000,000 and 2.5% of Total Assets.


 


SECTION 6.07      
Swap Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any Swap Agreement,
except (a) Swap Agreements entered into to hedge or mitigate risks to which the Borrower or any Restricted Subsidiary has actual
exposure (other than those in respect of Equity Interests of the Borrower or any of the Restricted Subsidiaries) and (b) Swap Agreements
entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate
to another floating rate or otherwise) with respect to any interest-bearing liability or investment of Holdings, the Borrower or
any Restricted Subsidiary.


 






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SECTION 6.08      
Restricted Payments; Certain Payments of Indebtedness.


 


(a)                
The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly
or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except:


 


(i)              
the Borrower may declare and pay dividends with respect to its common stock payable solely in additional shares of its common
stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its
common stock,


 


(ii)              
Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, membership or partnership
interests or other similar Equity Interests,


 


(iii)              
the Borrower may declare and pay dividends or make other distributions to Holdings, the proceeds of which are used by Holdings
or a Parent to purchase or redeem Equity Interests of Holdings or a Parent acquired by employees, consultants or directors of Holdings,
the Borrower or any Restricted Subsidiary upon such Person’s death, disability, retirement or termination of employment;
provided that the aggregate amount of such purchases or redemptions under this clause (iii) shall not exceed $10,000,000
in any fiscal year (and, to the extent that the aggregate amount of purchases or redemptions made in any fiscal year pursuant to
this clause (iii) is less than $10,000,000, the amount of such difference may be carried forward and used for such purpose
in the following fiscal year) and $30,000,000 in the aggregate,


 


(iv)              
the Borrower may make Restricted Payments to Holdings to be used by Holdings solely to pay (or to allow a Parent to pay)
its franchise taxes and other fees required to maintain its corporate existence and to pay for general corporate and overhead expenses
(including salaries and other compensation of employees) and other expenses in its capacity as the parent of Borrower incurred
by Holdings or a Parent in the ordinary course of its business or used to pay fees and expenses (other than to Affiliates) relating
to any unsuccessful debt or equity financing; provided that such Restricted Payments shall not exceed $5,000,000 in any
fiscal year,


 


(v)              
with respect to any taxable period (or portion thereof) with respect to which the Borrower and/or any of its Subsidiaries
are members of a consolidated, combined or similar income tax group for U.S. federal and/or applicable state or local income tax
purposes of which Holdings or a Parent is the common parent (a “Tax Group”), the Borrower may make Restricted
Payments to Holdings (or any such Parent) in an amount necessary to enable Holdings (or such Parent, as applicable) to pay the
portion of any consolidated, combined or similar U.S. federal, state or local income Taxes (as applicable) of such Tax Group for
such taxable period that are directly attributable to the taxable income of the Borrower and/or its applicable Subsidiaries; provided
that the amount of any such Restricted Payments pursuant to this clause (v) shall not exceed the amount of such Taxes that the
Borrower and/or its applicable Subsidiaries would have paid had the Borrower and/or such Subsidiaries, as applicable, been a stand-alone
corporate taxpayer (or a stand-alone corporate group); provided, further, that the payment of Restricted Payments
pursuant to this clause (v) in respect of an Unrestricted Subsidiary shall be permitted only to the extent that cash distributions
were made by such Unrestricted Subsidiary to the Borrower or any of its Restricted Subsidiaries for such purpose,


 


(vi)              
cashless repurchases of Equity Interests of Holdings deemed to occur upon exercise of stock options or warrants or upon
vesting of common stock, if such Equity Interests represent a portion of the exercise price or withholding obligations of such
options, warrants or common stock,


 


(vii)              
the Borrower and its Restricted Subsidiaries may make a payment of any dividend or other distribution or the consummation
of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice,
as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions
of this Agreement (provided that such date of declaration or giving of notice of redemption shall be deemed to be a Restricted
Payment and shall utilize capacity under another provision of this Section 6.08),


 






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(viii)              
the Borrower and its Restricted Subsidiaries may make payments, directly or indirectly, to Holdings or any other direct
or indirect parent company of the Borrower to pay management, consulting and advisory fees or any other amounts payable to any
Permitted Holder to the extent permitted by Section 6.09,


 


(ix)              
[Reserved],


 


(x)              
the Borrower and the Restricted Subsidiaries may make additional Restricted Payments in an aggregate amount not exceeding
the Available Amount immediately prior to the time of the making of such Restricted Payment; provided that (x) no Event
of Default has occurred and is continuing or would result therefrom and (y) immediately after giving effect to such Restricted
Payment on a Pro Forma Basis, the Total Net Leverage Ratio does not exceed 5.75:1.00,


 


(xi)              
the Borrower may make Restricted Payments to Holdings to pay any non-recurring fees, cash charges and cost expenses incurred
in connection with the issuance of Equity Interests or Indebtedness, in each case only to the extent that such transaction is not
consummated,


 


(xii)              
the Borrower and its Restricted Subsidiaries may make additional Restricted Payments in an aggregate amount not to exceed
$40,000,000 (together with the aggregate amount of any prepayments, redemptions, defeasances, repurchases or other retirement of
Specified Indebtedness under Section 6.08(b)(iv); provided that no Event of Default has occurred and is continuing or would
result therefrom,


 


(xiii)              
the Borrower and its Restricted Subsidiaries may make other Restricted Payments; provided that (x) no Event of Default
has occurred and is continuing or would result therefrom and (y) immediately after giving effect to such Restricted Payment on
a Pro Forma Basis, the Total Net Leverage Ratio does not exceed 4.00:1.00,


 


(xiv)              
the Borrower and its Restricted Subsidiaries may make payments for the repurchase of Equity Interests deemed to occur upon
the exercise of options, rights or warrants to the extent such Equity Interests represent a portion of the exercise price of those
options, rights or warrants,


 


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


 


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


 


(xvii)              
the Borrower may make Restricted Payments of up to $39,000,000 in connection with the Amendment No. 3 Transactions;


 


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


 


(b)               
The Borrower will not, and will not permit any Restricted Subsidiary to, make, directly or indirectly, any payment or other
distribution (whether in cash, securities or other property) of or in respect of principal of or interest on, or any payment or
other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of
the purchase, redemption, retirement, acquisition, cancellation or termination of, any Permitted Debt (other than Permitted Debt
secured on a pari passu basis with the Obligations) or any Subordinated Indebtedness (other than the intercompany loans
among Restricted Subsidiaries and the Borrower) (“Specified Indebtedness”), except:


 






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(i)              
payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness, other than, in
the case of Subordinated Indebtedness, as prohibited by the subordination provisions thereof,


 


(ii)              
the conversion or exchange of any Specified Indebtedness into, or redemption, repurchase, prepayment, defeasance or other retirement
of any such Indebtedness with the Net Proceeds of the issuance by Holdings or a Parent of Equity Interests (or capital contributions
in respect thereof) of Holdings or a Parent after the Original Closing Date to the extent not Otherwise Applied, plus any
fees and expenses in connection with such conversion, exchange, redemption, repurchase, prepayment, defeasance or other retirement,


 


(iii)              
the prepayment, redemption, defeasance, repurchase or other retirement of Specified Indebtedness for an aggregate purchase price
not to exceed the Available Amount; provided that (x) no Event of Default has occurred and is continuing or would result
therefrom and (y) immediately after giving effect to such prepayment, redemption, defeasance, repurchase or other retirement of
Specified Indebtedness on a Pro Forma Basis, the Total Net Leverage Ratio does not exceed 5.75:1.00,


 


(iv)              
the Borrower and its Restricted Subsidiaries may make additional prepayments, redemptions, defeasances, repurchases or other retirement
of Specified Indebtedness in an aggregate amount not to exceed $40,000,000 (together with the aggregate amount of any Restricted
Payments made under clause Section 6.08 (a)(xii)); provided that no Event of Default has occurred and is continuing or
would result therefrom,


 


(v)              
other prepayments, redemptions, defeasances, repurchases or other retirement of Specified Indebtedness; provided that (x)
no Event of Default has occurred and is continuing or would result therefrom and (y) immediately after giving effect to such prepayment,
redemption, defeasance, repurchase or other retirement of Specified Indebtedness on a Pro Forma Basis, the Total Net Leverage
Ratio does not exceed 4.00:1.00,


 


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


 


(vii)              
[reserved]; and


 


(viii)             
the prepayment, redemption, defeasance, repurchase or other retirement of Specified Indebtedness with Declined Proceeds.


 


SECTION
6.09       Transactions with Affiliates. The Borrower will not, and will not permit any Restricted
Subsidiary to, sell, lease, transfer or otherwise dispose of any property or assets to, or purchase, lease or otherwise acquire
any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, involving aggregate payments
or consideration in excess of $2,500,000 for any individual transaction or series of related transactions, except:


 


(a)        transactions
that are at prices and on terms and conditions, taken as a whole, not materially less favorable to the Borrower or such Restricted
Subsidiary that could be obtained on arm’s-length transaction basis from unrelated third parties other than an Affiliate,


 


(b)        (i)
transactions between or among Holdings, the Borrower, and the Subsidiary Loan Parties or any entity that becomes a Restricted
Subsidiary as a result of such transaction, and (ii) transactions between or among the Borrower and a Person (other than an Unrestricted
Subsidiary of the Borrower) that is an Affiliate of the Borrower solely because the Borrower owns, directly or through a Restricted
Subsidiary, an Equity Interest in, or controls, such Person,


 


(c)       any
Investment permitted under Section 6.04(d), 6.04(e), 6.04(g) or 6.04(m),


 









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(d)       any
Indebtedness permitted under Section 6.01(a)(v) and Section 6.01(a)(xii),


 


(e)       any
Restricted Payment permitted under Section 6.08,


 


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


 


(g)       any
lease entered into between the Borrower or any Restricted Subsidiary, as lessee, and any of the Affiliates of the Borrower or
entity controlled by such Affiliates, as lessor, which is approved in good faith by a majority of the disinterested members of
the Board of Directors of the Borrower,


 


(h)       so
long as no Default described in Section 7.01(b) and no Event of Default has occurred and is continuing, the Borrower or any of
its Restricted Subsidiaries may pay, or may pay cash dividends to enable Holdings to pay, (A) customary management, consulting,
monitoring or advisory fees to any Permitted Holder in an aggregate amount not greater than $1,000,000 during any fiscal year
(plus any unpaid management, consulting, monitoring or advisory fees within such amount accrued in any prior year) and (B) fees
in respect of any financings, acquisitions or dispositions with respect to which any Permitted Holder acts as an adviser to Holdings,
the Borrower or any Restricted Subsidiary in an amount not to exceed 1.5% of the value of any such transaction,


 


(i)       any
contribution to the capital of Holdings directly or indirectly by the Permitted Holders or any purchase of Equity Interests of
Holdings by the Permitted Holders not prohibited by this Agreement,


 


(j)       the
payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings,
the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided
for the benefit of, directors, officers or employees of Holdings, the Borrower or any Restricted Subsidiary in the ordinary course
of business,


 


(k)       any
issuances of Equity Interests, securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or
the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s or Holdings’
Board of Directors (or a committee thereof),


 


(l)       transactions
pursuant to agreements set forth on Schedule 6.09 and any amendments thereto to the extent such amendments are not
materially less favorable to the Borrower or such Subsidiary Loan Party than those provided for in the original agreements,


 


(m)      any
employment, change of control and severance arrangements entered into in the ordinary course of business and approved by the Borrower’s
or Holdings’ Board of Directors (or a committee thereof) between a Parent, Holdings, the Borrower or any Restricted Subsidiary
and any employee thereof,


 


(n)      payments
by the Borrower or any of its Restricted Subsidiaries of reasonable insurance premiums to, and any borrowings or dividends received
from, any Captive Insurance Subsidiary,


 


(o)      transactions
with customers, suppliers, contractors, joint venture partners or purchasers or sellers of goods or services, in each case which
are in the ordinary course of business (including, without limitation, pursuant to joint venture agreements) and otherwise in
compliance with the terms of this Agreement,


 


(p)      the
entering into of any tax sharing agreement or arrangement with Holdings or any direct or indirect parent company of the Borrower
and any payments thereunder by the Borrower or any of its Restricted Subsidiaries to Holdings or any Parent to the extent permitted
by Section 6.08(a)(iv),


 


(q)       the
entering into the Services Agreements and any payments thereunder to Select Medical Holdings Corporation, Select Medical Corporation
or Concentra Group Holdings Parent, LLC, as applicable,


 









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(r)       the
issuance of Equity Interests (other than Disqualified Stock) (i) of the Borrower to Affiliates of the Borrower or (ii) of the
Borrower or any Restricted Subsidiary for compensation purposes,


 


(s)       intellectual
property licenses in the ordinary course of business,


 


(t)       any
customary management services agreements or similar agreements between the Borrower or any other Subsidiary and any Consolidated
Practice or Permitted Joint Ventures,


 


(u)       (i)
the Transactions (including Transaction Expenses) and the payment of fees and expenses as part of or in connection with the Transactions,
(ii) the Amendment No. 3 Transactions and the payment of fees and expenses as part of or in connection with the Amendment No.
3 Transactions and (iii) the transactions contemplated hereby and the payment of fees and expenses as part of or in connection
with the transactions contemplated hereby, and


 


(v)       transactions
in which the Borrower or any Restricted Subsidiary delivers to the Administrative Agent a letter from an accounting, appraisal
or investment banking firm of national standing stating that such transaction is fair to the Borrower or such Restricted Subsidiary
from a financial point of view and which are approved by a majority of the disinterested members of the Board of Directors of
the Borrower in good faith.


 


SECTION
6.10       Restrictive Agreements.


 


(a)                
Subject to clauses (b) through (d) below, the Borrower will not, and will not permit any Restricted Subsidiary to, directly or
indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition
upon (i) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon
any of its property or assets or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect
to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or
to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary.


 


(b)               
The foregoing clause (a) shall not apply to restrictions and conditions (i) imposed by law or by any Loan Document, any documentation
governing the Existing Credit Agreement or documentation governing any Permitted Debt, documentation governing any Permitted Refinancing
(provided that such restrictions are not materially more restrictive (as determined in good faith by the Borrower), taken
as a whole, than those contained in such agreements governing the Indebtedness being refinanced), or Indebtedness of a Foreign
Subsidiary permitted to be incurred under this Agreement (provided that such restrictions shall apply only to such Foreign
Subsidiary), (ii) existing on the Original Closing Date identified on Schedule 6.10 (and shall not apply to any extension
or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) contained in
agreements relating to the sale of a Restricted Subsidiary pending such sale; provided such restrictions and conditions
apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (iv) contained in agreements
relating to the acquisition of property; provided that such restrictions and conditions apply only to the property so acquired
and were not created in connection with or in anticipation of such acquisitions, (v) imposed on any Consolidated Practice by (and
for the benefit of) any Loan Party and (vi) imposed by any customary provisions restricting assignment of any agreement entered
into the ordinary course of business.


 


(c)                
The foregoing clause (a)(i) shall not apply to restrictions or conditions (i) imposed by any agreement relating to Secured Indebtedness
permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness
and (ii) imposed by customary provisions in leases restricting the assignment thereof.


 


(d)               
The foregoing clause (a)(ii) shall not apply (x) to customary provisions in joint venture agreements relating to purchase options,
rights of first refusal or call or similar rights of a third party that owns Equity Interests in such joint venture or (y) to
customary restrictions on leases, subleases, licenses, cross-licenses, sublicenses or asset sale agreements otherwise permitted
hereby so long as such restrictions relate solely to the property interest, rights or the assets subject thereto.


 









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(e)                
For purposes of determining compliance with this Section 6.10, (i) the priority of any preferred stock in receiving dividends
or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a
restriction on the ability to make distributions on Equity Interests and (ii) the subordination of loans or advances made to the
Borrower or a Restricted Subsidiary of the Borrower to other Indebtedness incurred by the Borrower or any such Restricted Subsidiary
shall not be deemed a restriction on the ability to make loans or advances.


 


SECTION
6.11       Amendment of Material Documents. The Borrower will not, and will not permit any
Restricted Subsidiary to, amend, modify or waive any of its rights under (a) [reserved], (b) the documentation governing
any Permitted Securities or (c) its certificate of incorporation, by-laws or other organizational documents, in each case
to the extent such amendment, modification or waiver would be materially adverse to the Lenders.


 


SECTION
6.12       [Reserved].


 


SECTION
6.13       Fiscal Year. The Borrower will not, and will not permit any Restricted Subsidiary
to, change its fiscal year.


 


ARTICLE
VII


 


Events
of Default


 


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


 


(a)      the
Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date
thereof or at a date fixed for prepayment thereof or otherwise,


 


(b)      the
Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in paragraph
(a) of this Section 7.01) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable,
and such failure shall continue unremedied for a period of five (5) Business Days,


 


(c)      any
representation or warranty made or deemed made by or on behalf of Holdings, the Borrower or any Subsidiary Loan Party in or in
connection with any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate,
financial statement or other document furnished pursuant to or in connection with any Loan Document or any amendment or modification
thereof or waiver thereunder, shall prove to have been incorrect in any material respect (except to the extent any such representation
or warranty is qualified by “materially”, “Material Adverse Effect” or a similar term, in which case such
representation or warranty shall prove to have been incorrect in any respect) when made or deemed made,


 


(d)      the
Borrower or, in the case of Section 6.03, Holdings, fails to (or, to the extent applicable, fails to cause any Restricted Subsidiary
to) observe or perform any covenant, condition or agreement contained in Section 5.02, 5.04 (solely with respect to the existence
of the Borrower), 5.11 or in Article VI,


 


(e)      Holdings,
the Borrower or any Subsidiary Loan Party shall fail to observe or perform any covenant, condition or agreement contained in any
Loan Document (other than those specified in paragraph (a), (b) or (d) of this Section 7.01), and such failure shall continue
unremedied for a period of 30 days after receipt by the Borrower of notice thereof from the Administrative Agent (which notice
will be given at the request of any Lender),


 


(f)      Holdings,
the Borrower or any Restricted Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount)
in respect of any Material Indebtedness (other than Indebtedness hereunder), when and as the same shall become due and payable
(after giving effect to any applicable grace period),


 






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(g)      any
event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables
or permits (with the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee
or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption
or defeasance thereof, prior to its scheduled maturity (other than, with respect to Indebtedness consisting of Swap Agreements,
as a result of any termination events or equivalent events (other than any additional termination events (or equivalent events))
and not as a result of any other default thereunder by any Loan Party); (I) provided that this paragraph (g) shall not
apply to Secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets (to the
extent not prohibited under this Agreement) securing such Indebtedness; provided, further, that such failure is
unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of
the Loans hereunder; and (II) provided that the Financial Covenant (as defined in the Existing Credit Agreement) is subject
to cure pursuant to Section 7.02 of the Existing Credit Agreement (as in effect on the Closing Date); provided further,
that the Borrower’s failure to comply with the Financial Covenant shall not constitute an Event of Default with respect
to any Term Loans hereunder unless and until the Required Revolving Lenders (as defined in the Existing Credit Agreement) shall
have terminated their Revolving Commitments (as defined in the Existing Credit Agreement) and declared all amounts outstanding
thereunder to be immediately due and payable hereunder,


 


(h)      an
involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or
other relief in respect of Holdings, the Borrower or any Restricted Subsidiary or its debts, or of a substantial part of its assets,
under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Holdings, the Borrower or any
Restricted Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue
undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered,


 


(i)      Holdings,
the Borrower or any Restricted Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation,
reorganization or other relief under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or
hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding
or petition described in paragraph (h) of this Section 7.01, (iii) apply for or consent to the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for Holdings, the Borrower or any Restricted Subsidiary or for a substantial
part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding,
(v) make a general assignment for the benefit of creditors or (vi) take any formal action for the purpose of effecting any of
the foregoing,


 


(j)      one
or more judgments for the payment of money (to the extent not paid or covered by independent third-party insurance as to which
the insurer has been notified of such judgment or order and has not denied coverage) in an aggregate amount in excess of $20,000,000
shall be rendered against Holdings, the Borrower, any Restricted Subsidiary or any combination thereof and the same shall remain
undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be
legally taken by a judgment creditor to attach or levy upon any assets of Holdings, the Borrower or any Restricted Subsidiary
to enforce any such judgment,


 


(k)      (i)
an ERISA Event occurs that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have
occurred, has resulted or would reasonably be expected to result in liability of a Loan Party or an ERISA Affiliate in an aggregate
amount which would reasonably be expected to result in a Material Adverse Effect, or (ii) a Loan Party or any ERISA Affiliate
fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal
liability under Section 4201 of ERISA under a Multiemployer Plan that has resulted or would reasonably be expected to result
in liability of a Loan Party or an ERISA Affiliate in an aggregate amount which would reasonably be expected to result in a Material
Adverse Effect,


 






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(l)      any
Lien purported to be created under any Security Document shall cease to be, or shall be asserted by any Loan Party not to be,
a valid and perfected Lien on any Collateral with a fair value in excess of $20,000,000, with the priority required by the applicable
Security Document, except (i) as a result of the sale or other disposition of the applicable Collateral in a transaction permitted
under the Loan Documents or (ii) as a result of the Administrative Agent’s failure to maintain possession of any stock certificates,
promissory notes or other instruments delivered to it under the Collateral Agreement,


 


(m)      any
Loan Document shall for any reason be asserted by any Loan Party not to be a legal, valid and binding obligation of any party
thereto,


 


(n)      the
Guarantees of the Obligations by Holdings and the Subsidiary Loan Parties pursuant to the Collateral Agreement shall cease to
be in full force and effect (other than in accordance with the terms of the Loan Documents) or shall be asserted by Holdings,
the Borrower or any Subsidiary Loan Party not to be in effect or not to be legal, valid and binding obligations, or


 


(o)      a
Change of Control shall occur,


 


then,
and in every such event (other than an event with respect to the Borrower described in paragraph (h) or (i) of this Section 7.01),
and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required
Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate
the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be
due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared
to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest
thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without
presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event
with respect to the Borrower described in paragraph (h) or (i) of this Section 7.01, the Commitments shall automatically terminate
and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of
the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by the Borrower.


 


SECTION
7.02       [Reserved].


 


SECTION
7.03       Exclusion of Immaterial Subsidiaries. Solely for the purposes of determining whether
a Default has occurred under clause (h) or (i) of Section 7.01, any reference in any such clause to any Restricted Subsidiary
shall be deemed not to include any Restricted Subsidiary affected by any event or circumstance referred to in any such clause
that did not, as of the last day of the fiscal quarter of the Borrower most recently ended, have assets with a value in excess
of 5% of the Total Assets of the Borrower and the Restricted Subsidiaries or 5% of the total revenues of the Borrower and the
Restricted Subsidiaries as of such date; provided that if it is necessary to exclude more than one Restricted Subsidiary
from clause (h) or (i) of Section 7.01 pursuant to this Section 7.03 in order to avoid an Event of Default thereunder, all excluded
Restricted Subsidiaries shall be considered to be a single consolidated Restricted Subsidiary for purposes of determining whether
the condition specified above is satisfied.


 






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ARTICLE
VIII


 


The
Agents


 


SECTION
8.01       The Agents. Each of the Lenders hereby irrevocably appoints the Administrative
Agent and Collateral Agent as its agent and authorizes the Administrative Agent and Collateral Agent to take such actions on its
behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan
Documents, together with such actions and powers as are reasonably incidental thereto. For purposes of this Article VIII, all
references to the Administrative Agent shall be deemed to be references to both the Administrative Agent and the Collateral Agent.
The Administrative Agent shall act as the Collateral Agent under the Loan Documents.


 


The
bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other
Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits
from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof
as if it were not the Administrative Agent hereunder, and without any duty to account therefor to the Lenders.


 


The
Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without
limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied
duties to any Lender, regardless of whether a Default or Event of Default has occurred and is continuing, (b) each Lender agrees
(i) that the use of the term “agent” herein or in any other Loan Document with reference to the Administrative Agent
is not intended to connote any fiduciary duty or other implied or express obligations arising under agency doctrine of any applicable
law, and is used solely as a matter of market custom to reflect an exclusively administrative relationship between contracting
parties, and (ii) that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty
by the Administrative Agent in connection with this Agreement and the transactions contemplated hereby, (c) the Administrative
Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights
and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing as directed
by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided
in Section 9.02), and (d) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty
to disclose, and shall not be liable for the failure to disclose, any information relating to Holdings, the Borrower or any of
the Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any
capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request
of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided
in Section 9.02) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed
not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by Holdings,
the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
(i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate,
report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness
of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article
IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative
Agent.


 


The
Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or
sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed
by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult
with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall
not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.


 


The
Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more subagents
appointed by the Administrative Agent; provided, however, that the Loan Parties shall make all payments under any
Loan Document directly to the Administrative Agent. The Administrative Agent and any such subagent may perform any and all its
duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding
paragraphs shall apply to any such subagent and to the Related Parties of each Administrative Agent and any such subagent, and
shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as
well as activities as Administrative Agent.


 






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The
Administrative Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Required
Lenders shall have the right, in consultation with the Borrower, to appoint a successor who shall either be (i) a “U.S.
person” and a “financial institution” within the meaning of United States Treasury Regulations Section 1.1441-1
or (ii) a U.S. branch of a non-U.S. financial institution that has agreed to be treated as a “United States person”
within the meaning of Section 7701(a)(30) of the Code. If no successor shall have been so appointed by the Required Lenders and
shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then
the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank
with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative
Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations
hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder,
the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent,
its subagents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while
it was acting as Administrative Agent.


 


Each
Lender (i) represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business,
and that it is capable of evaluating and understanding the terms, conditions and risks of becoming a Lender under this Agreement,
including in the context of related transactions to be entered into by the Borrower, and multiple roles to be performed by the
Administrative Agent or its Affiliates, in connection herewith or therewith, and (ii) acknowledges that it has, independently
and without reliance upon the Administrative Agent, any other Lender or any Related Party of any of the foregoing, and based on
such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement,
and will, independently and without reliance upon the Administrative Agent, any other Lender or any Related Party of any of the
foregoing, 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.


 


Each
Lender irrevocably agrees that the Administrative Agent may enter into any and all documents with respect to Collateral and the
rights of the Secured Parties with respect thereto (including the First Lien Intercreditor Agreement or any Junior Lien Intercreditor
Agreement, if applicable) as contemplated by and in accordance with the provisions of this Agreement and the Security Documents
without any further consent from any Secured Party, which terms shall be reasonably satisfactory to Administrative Agent.


 


SECTION
8.02       Withholding Taxes. To the extent required by any applicable laws, the Administrative
Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. Without limiting or
expanding the provisions of Section 2.17, each Lender shall indemnify and hold harmless the Administrative Agent against, within
10 days after written demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including
fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative
Agent by the IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold
Tax from amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate
form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change
in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective). A certificate as to the amount
of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each
Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under
this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 8.02. The agreements
in this Section 8.02 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by,
or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other
Obligations.


 






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SECTION
8.03       Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the
date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to
the date such Person ceases being a Lender party hereto, for the benefit of the Administrative Agent and not, for the avoidance
of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:


 


(i)
such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more
Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans,
the Commitments or this Agreement,


 


(ii)
the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined
by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance
company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts),
PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption
for certain transactions determined by in-house asset managers) is applicable with respect to such Lender’s entrance into,
participation in, administration of and performance of the Loans, the Commitments and this Agreement,


 


(iii)
(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part
VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter
into, participate in, administer and perform the Loans, the Commitments and this Agreement, (C) the entrance into, participation
in, administration of and performance of the Loans, the Commitments and this Agreement satisfies the requirements of sub-sections
(b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part
I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance
of the Loans, the Commitments and this Agreement, or


 


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


 


(b)
In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2)
a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding
clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and
(y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto,
for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any
other Loan Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such
Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement
(including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any
Loan Document or any documents related hereto or thereto).


 


ARTICLE
IX


 


Miscellaneous


 


SECTION
9.01       Notices.


 


(a)                
Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to clause (b)
below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by telecopy, as follows:


 


(i)              
if to the Borrower, to Concentra Inc., 4714 Gettysburg Rd., Mechanicsburg, PA 17055, Attention: Joel T. Veit (Telecopy No. (717)
303-0824),


 









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(ii)              
if to the Administrative Agent, to Select Medical Corporation, 4714 Gettysburg Rd., Mechanicsburg, PA 17055, Attention: Joel T.
Veit (Telecopy No. (717) 303-0824),


 


(iii)              
[reserved],


 


(iv)              
[reserved],


 


(v)              
if to the Collateral Agent, to Select Medical Corporation, 4714 Gettysburg Rd., Mechanicsburg, PA 17055, Attention: Joel T. Veit
(Telecopy No. (717) 303-0824), and


 


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


 


(b)               
Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant
to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to
Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower
may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant
to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.
Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall
be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return
receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications
posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail
address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying
the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication
is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent
at the opening of business on the next Business Day for the recipient.


 


(c)                
Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the Administrative
Agent (and, in the case of the Administrative Agent, by written notice to the Borrower). All notices and other communications
given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of
receipt.


 


SECTION
9.02       Waivers; Amendments.


 


(a)                
No failure or delay by the Administrative Agent, the Collateral Agent, or any Lender in exercising any right or power hereunder
or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right
or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent
and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that
they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom
shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 9.02, and then such waiver
or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality
of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative
Agent, any Lender or the Collateral Agent may have had notice or knowledge of such Default at the time.


 


(b)               
Except as provided in Section 2.20 with respect to an Additional Credit Extension Amendment (or to give effect to any restatement
of this Agreement, the substantive terms of which are otherwise permitted hereby), neither this Agreement nor any other Loan Document
nor any provision hereof or thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement
or agreements in writing entered into by Holdings, the Borrower and the Required Lenders or, in the case of any other Loan Document,
pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties
that are parties thereto, in each case with the consent of the Required Lenders; provided that no such agreement shall


 






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(i)              
increase the Commitment of any Lender without the written consent of such Lender (it being understood that a waiver of any condition
precedent set forth in Section 4.02 or of any Default or mandatory prepayment or mandatory reduction of any Commitments shall
not constitute an increase of any Commitment of any Lender),


 


(ii)              
reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without
the written consent of each Lender directly and adversely affected thereby, it being understood that any change to the definition
of “First Lien Net Leverage Ratio”, “Secured Net Leverage Ratio” or “Total Net Leverage Ratio”
or, in each case, in the component definitions thereof shall not constitute a reduction in any rate of interest; provided
that, for the avoidance of doubt, only the consent of the Required Lenders shall be necessary to amend Section 2.13(c) or to waive
any obligation of the Borrower to pay interest thereunder,


 


(iii)              
postpone the maturity of any Loan, or any scheduled date of payment of the principal amount of any Loan, or any date for the payment
of any interest or fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled
date of expiration of any Commitment, without the written consent of each Lender directly and adversely affected thereby,


 


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


 


(v)              
change any of the provisions of this Section 9.02 or the percentage set forth in the definition of “Required Lenders”
or any other provision of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required
to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written
consent of each Lender (or each Lender of such Class, as applicable),


 


(vi)              
release Holdings or any Subsidiary Loan Party from its Guarantee under the Collateral Agreement (except as provided in Section
9.15 or in the Collateral Agreement) or limit its liability in respect of such Guarantee, without the written consent of each
Lender,


 


(vii)              
release all or substantially all the Collateral from the Liens of the Security Documents (except as provided in Section 9.15 or
in the Collateral Agreement), without the written consent of each Lender,


 


(viii)              
change any provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due
to Lenders holding Loans of any Class differently than those holding Loans of any other Class, without the written consent of
Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each adversely affected Class,


 


(ix)              
[reserved], or


 


(x)              
[reserved],


 


provided,
further, that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative
Agent without the prior written consent of the Administrative Agent, and (B) any waiver, amendment or modification of this Agreement
that by its terms affects the rights or duties under this Agreement of a particular Class of Lenders (but not any other Lenders)
may be effected by an agreement or agreements in writing entered into by Holdings, the Borrower and requisite percentage in interest
of the affected Class of Lenders that would be required to consent thereto under this Section 9.02(b) if such Class of Lenders
were the only Class of Lenders hereunder at the time. No Lender consent is required to effect an Additional Credit Extension Amendment
(except as expressly provided in Sections 2.20 or 2.21 as applicable). In connection with any proposed amendment, modification,
waiver or termination (a “Proposed Change”) requiring the consent of all Lenders or all adversely affected
Lenders, if the consent of the Required Lenders to such Proposed Change is obtained, but the consent to such Proposed Change of
other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in this Section
9.02(b) being referred to as a “Non-Consenting Lender”), then, at the Borrower’s request, any Lender
assignee that is reasonably acceptable to the Administrative Agent shall have the right to purchase from such Non-Consenting Lender,
and such Non-Consenting Lender agrees that it shall, upon the Borrower’s request, sell and assign to such Lender assignee,
at no expense to such Non-Consenting Lender, all the Commitments and Loans of such Non-Consenting Lender for an amount equal to
the principal balance of all Loans held by such Non-Consenting Lender and all accrued interest and fees with respect thereto through
the date of sale (including amounts under Sections 2.15, 2.16 and 2.17), such purchase and sale to be consummated pursuant to
an executed Assignment and Assumption in accordance with Section 9.04(b) (which Assignment and Assumption need not be signed by
such Non-Consenting Lender); provided, that, if any such Non-Consenting Lender does not execute and deliver to the Administrative
Agent a duly executed Assignment and Assumption reflecting such replacement within two (2) Business Days of the date on which
the Lender assignee executes and delivers such Assignment and Assumption to such Non-Consenting Lender, then such Non-Consenting
Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Non-Consenting
Lender.


 






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(c)                
Notwithstanding the provisions of clause (b), this Agreement may be amended (or amended and restated) with the written consent
of the Required Lenders, the Administrative Agent and the Borrower (i) to add one or more additional credit facilities to this
Agreement and to permit the extensions of credit from time to time thereunder and the accrued interest and fees in respect thereof
to share ratably in the benefits of this Agreement and the other Loan Documents with the Tranche B Term Loans and the accrued
interest and fees in respect thereof, and (ii) to include appropriately the Lenders holding such credit facilities in any determination
of the Required Lenders. In addition, this Agreement may be amended with the written consent of the Administrative Agent, the
Borrower and the Lenders providing the relevant Replacement Term Loans to permit the refinancing of all outstanding Term Loans
of a Class with a replacement term loan tranche hereunder (the “Replacement Term Loans”); provided that
(i) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinancing
Term Loans, (ii) the Applicable Rate for such Replacement Term Loans shall not be higher than the Applicable Rate for such Refinancing
Term Loans, (iii) the Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the Weighted
Average Life to Maturity of such Refinancing Term Loans at the time of such refinancing (except to the extent of nominal amortization
for periods where amortization has been eliminated as a result of prepayment of the Refinancing Term Loans) and (iv) all other
terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing
such Replacement Term Loans than, those applicable to such Refinancing Term Loans, except to the extent necessary to provide for
covenants and other terms applicable to any period after the Latest Maturity Date in effect immediately prior to such refinancing.


 


(d)               
Notwithstanding anything in this Section 9.02 to the contrary, (a) technical and conforming modifications to the Loan Documents
may be made with the consent of the Borrower and the Administrative Agent to the extent necessary (i) to integrate any Incremental
Term Loans or any Extended Term Loans or (ii) to cure any ambiguity, omission, defect or inconsistency and (b) without the consent
of any Lender, the Loan Parties and the Administrative Agent or any collateral agent may (in their respective sole discretion,
or shall, to the extent required by any Loan Document) enter into (x) any amendment, modification or waiver of any Loan Document,
or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any
security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties or as required
by local law to give effect to, or protect any security interest for benefit of the Secured Parties, in any property or so that
the security interests therein comply with applicable law or this Agreement or in each case to otherwise enhance the rights or
benefits of any Lender under any Loan Document or (y) the First Lien Intercreditor Agreement or any Junior Lien Intercreditor
Agreement.


 


SECTION
9.03       Expenses; Indemnity; Damage Waiver.


 


(a)                
The Borrower shall pay or reimburse (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative
Agent and the Collateral Agent, including the reasonable fees, charges and disbursements of counsel for the Agents (within 30
days of a written demand therefor, together with backup documentation supporting such reimbursement request), in connection
the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of
the provisions thereof (but, limited, in the case of legal fees and expenses, to the reasonable and documented fees,
disbursements and other charges of one counsel to the Administrative Agent, and, if necessary, of one local counsel in any
relevant jurisdiction) and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and
the Lenders (within 30 days of a written demand therefor, together with backup documentation supporting such reimbursement
request) incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan
Documents (but, limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and
other charges of one counsel to the Administrative Agent and the Lenders taken as a whole, and, if necessary, of one local
counsel to the Administrative Agent and the Lenders taken as a whole in any relevant jurisdiction and one additional counsel
in each relevant jurisdiction for each group of similarly situated parties in the event of a conflict of interest). If any
Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document,
such amount may be paid on behalf of such Loan Party by the Administrative Agent in its discretion. For the avoidance of
doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any
non-Tax claim.


 






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(b)               
The Borrower shall indemnify the Administrative Agent, the Collateral Agent and each Lender, and each Related Party of any of
the foregoing Persons (each such Person being called an “Indemnitee”), and hold each Indemnitee harmless, from
and against any and all losses, claims, damages, liabilities or out-of-pocket expenses incurred by or asserted against any Indemnitee
(but, limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges
of one counsel to the Administrative Agent and the Lenders taken as a whole, and, if necessary, of one local counsel to the Administrative
Agent and the Lenders taken as a whole in any relevant jurisdiction and one additional counsel in each relevant jurisdiction for
each group of similarly situated parties in the event of a conflict) incurred in connection with, or as a result of the execution
or delivery of any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the
Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated
hereby, (ii) any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or Release or threat of Release
of Hazardous Materials on, at, under or from any Mortgaged Property or any other property currently or formerly owned, leased
or operated by the Borrower or any of its Subsidiaries, or any actual or alleged Environmental Liability related in any way to
the Borrower or any of its Subsidiaries or their respective properties or operations, or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory
and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee,
be available to the extent that such liabilities, losses, damages, claims or out-of-pocket expenses resulted from (x) the gross
negligence, bad faith or willful misconduct of such Indemnitee or of any of its Related Parties, as determined by a final non-appealable
judgment of a court of competent jurisdiction, (y) a material breach of any obligations under any Loan Document by such Indemnitee
or of any of its Related Parties, as determined by a final non-appealable judgment of a court of competent jurisdiction or (z)
any dispute solely among Indemnitees other than any claims against an Indemnitee in its capacity or in fulfilling its role as
an administrative agent or arranger or any similar role under this Agreement and other than any claims arising out of any act
or omission of the Borrower or any of its Affiliates (in the case of any such act or omission, as determined in a final and non-appealable
judgment of a court of competent jurisdiction). All amounts due under this Section 9.03(b) shall be paid within 30 days after
written demand therefor (together with backup documentation supporting such reimbursement request); provided that, that
such Indemnitee shall promptly refund and return such amounts to the extent that there is a final non-appealable judicial determination
by a court of competent jurisdiction that such Indemnitee was not entitled to indemnification rights with respect to such payment
pursuant to the express terms of this Section 9.03(b).


 


(c)                
To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the Collateral
Agent under paragraph (a) or (b) of this Section 9.03, each Lender severally agrees to pay to the Administrative Agent or the
Collateral Agent, as applicable, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed
expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss,
claim, damage, liability or related expense, as applicable, was incurred by or asserted against the Administrative Agent or the
Collateral Agent in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined
based upon its share of the aggregate outstanding Term Loans, and unused Commitments at the time.


 





(d)               
To the extent permitted by applicable law, neither Holdings nor the Borrower shall assert, and each hereby waives, any claim against
any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated
hereby, the Transactions, any Loan or the use of the proceeds thereof.


 






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SECTION
9.04       Successors and Assigns.


 


(a)                
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Lender (except as permitted by Section 6.03) (and any attempted assignment
or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its
rights or obligations hereunder except in accordance with this Section 9.04. Nothing in this Agreement, express or implied, shall
be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby,
Participants (to the extent provided in paragraph (c) of this Section 9.04) and, to the extent expressly contemplated hereby,
the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or
by reason of this Agreement.


 


(b)               
(i)      Subject to the limitations set forth in paragraph (a) above and the conditions set forth
in paragraph (b)(ii) below, any Lender may assign to one or more assignees all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent
(such consent not to be unreasonably withheld or delayed) of:


 


(1)               
the Borrower; provided that the Borrower shall be deemed to have consented to an assignment unless it shall have objected
thereto by written notice to the Administrative Agent within seven Business Days after having received notice thereof; provided
further that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved
Fund or, if an Event of Default pursuant to clauses (a), (b), (h) and (i) under Section 7.01 has occurred and is continuing, any
other assignee,


 


(2)               
the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of all or any
portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund, and


 


(3)               
[reserved].


 


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


 


(1)               
except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any
Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date
the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than
an amount of $500,000 (in the case of a Term Loan), and shall be in increments of an amount of $500,000 in excess thereof (or,
in each case, if less, all of such Lender’s Commitment or Loans of the applicable Class) unless each of the Borrower and
the Administrative Agent otherwise consent; provided that such assignments shall be aggregated in respect of each Lender
and its Affiliates or Approved Funds, if any,


 


(2)               
each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and
obligations under this Agreement; provided that this clause shall not be construed to prohibit assignment of a proportionate
part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans,


 









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


 


(4)               
the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire, and


 


(5)               
no assignment may be made to (i) a Disqualified Institution without the prior written consent of the Borrower, (ii) a natural
person or (iii) [reserved].


 


For
purposes of this Section 9.04(b):


 


“Approved
Fund” means (a) a CLO and (b) with respect to any Lender that is a fund which invests in bank loans and similar extensions
of credit, any other fund that invests in bank loans and similar extensions of credit and is managed or advised by the same investment
advisor as such Lender or by an Affiliate of such investment advisor.


 


“CLO”
means any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise
investing in bank loans and similar extensions of credit in the ordinary course and is administered or managed by a Lender or
an Affiliate of such Lender.


 


(iii)      Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section 9.04, from and after the effective date specified
in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under
this Agreement (and, in the case of an Assignment and Assumption covering all the assigning Lender’s rights and obligations
under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections
2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not
comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with paragraph (c) of this Section 9.04.


 


(iv)
     The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain
at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names
and addresses of the Lenders, and the Commitment of, and principal amount and stated interest of the Loans owing to, each Lender
pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive
absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded
in the Register pursuant to the terms hereof as a Lender for all purposes of the Loan Documents, notwithstanding notice to the
contrary. The Register shall be available for inspection by the Borrower, and solely with respect to their respective interests
by any Lender, at any reasonable time and from time to time upon reasonable prior notice.


 


(v)      Upon
its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s
completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation
fee referred to in paragraph (b) of this Section 9.04 and any written consent to such assignment required by paragraph (b) of
this Section 9.04, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein
in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as
provided in this paragraph.


 






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(c)                
Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other
entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations
under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (C) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely
and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement
or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right
to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided
that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to
any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant.


 


(i)              
Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain
a register on which it enters the name and address of each Participant and the principal amounts (and related interest amounts)
of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”);
provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person
(including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans
or its other obligations under this Agreement) except to the extent that the relevant parties, acting reasonably and in good faith,
determine that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form
under Section 5f.103-1(c) of the United States Treasury Regulations. Unless otherwise required by the IRS, any disclosure required
by the foregoing sentence shall be made by the relevant Lender directly and solely to the IRS. The entries in the Participant
Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and each Lender shall treat each
person whose name is recorded in the Participant Register as the owner of the participation in question for all purposes of this
Agreement notwithstanding any notice to the contrary.


 


(ii)              
Subject to paragraph (c)(ii) of this Section 9.04, the Borrower agrees that each Participant shall be entitled to the benefits
of Sections 2.15, 2.16 and 2.17 (subject to the requirements and limitations of such Sections, provided that any forms
required to be provided by any Participant pursuant to Section 2.17(e) shall be provided solely to the applicable Lender) to the
same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 9.04;
provided that a Participant shall not be entitled to receive any greater payment under Section 2.15 or 2.17 than the applicable
Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the
participation to such Participant is made with the Borrower’s prior written consent not to be unreasonably withheld or delayed.
To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender;
provided such Participant agrees to be subject to Section 2.18(c) as though it were a Lender.


 


(iii)              
Any Lender may at any time pledge, assign or grant a security interest in all or any portion of its rights under this Agreement
to secure obligations of such Lender, including any pledge, assignment or grant to secure obligations to a Federal Reserve Bank,
and this Section 9.04 shall not apply to any such pledge, assignment or grant of a security interest; provided that no
such pledge, assignment or grant of a security interest shall release a Lender from any of its obligations hereunder or substitute
any such pledge or assignee for such Lender as a party hereto. Without limiting the foregoing, each of the parties hereto acknowledges
and agrees that Select Medical Corporation has, and Select Medical Corporation and any other Secured Party may at any time, pledge,
assign or grant a security interest in all its rights under this Agreement and the other Loan Documents (including, for the avoidance
of doubt, the Loans and other Obligations owing to it) to JPMorgan Chase Bank, N.A., as administrative agent and or collateral
agent (and its successors and assigns in such capacities) under the Credit Agreement, dated as of March 6, 2017 (as amended, restated,
replaced, refinanced, supplemented or otherwise modified from time to time), and none of the requirements, restrictions or conditions
set forth in this Section 9.04 shall apply to any such pledge, assignment or grant.


 






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(iv)              
Notwithstanding any other provision of this Agreement, no Lender will assign its rights and obligations under this Agreement,
or sell participations in its rights and/or obligations under this Agreement, to any Person who is (i) a Disqualified Institution
(with respect to participations to the extent the identity of such Disqualified Institution has been made available in writing
to all Lenders), (ii) a natural person, (iii) a Person listed on the Specially Designated Nationals and Blocked Persons List maintained
by OFAC and/or on any other similar list maintained by OFAC pursuant to any authorizing statute, executive order or regulation,
(iv) a Person either (A) included within the term “designated national” as defined in the Cuban Assets Control Regulations,
31 C.F.R. Part 515 or (B) designated under Section 1(a), 1(b), 1(c) or 1(d) of Executive Order No. 13224, 66 Fed. Reg. 49079 (published
September 25, 2001) or similarly designated under any related enabling legislation or any other similar executive orders or (v)
[reserved].


  


(d)               
[Reserved].


 


(e)                
[Reserved].


 


(f)                 
[Reserved].


 


(g)               
[Reserved].


 


SECTION
9.05       Survival. All covenants, agreements, representations and warranties made by the
Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this
Agreement or any other Loan Document shall have independent significance and be considered to have been relied upon by the other
parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans, regardless of any
investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may
have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder,
and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any
other amount payable under this Agreement is outstanding and unpaid and so long as the Commitments have not expired or terminated.
The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless
of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the
Commitments or the termination of this Agreement or any provision hereof.


 


SECTION
9.06       Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts
(and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements
with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject
matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter
hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative
Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures
of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall
be effective as delivery of a manually executed counterpart of this Agreement.


 


SECTION
9.07       Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability
without affecting the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular
provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.


 


SECTION
9.08       Right of Setoff. If an Event of Default shall have occurred and be continuing,
each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted
by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held
and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against
any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective
of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured.
The applicable Lender shall notify the Borrower and the Administrative Agent of such setoff or application; provided that
any failure to give or any delay in giving such notice shall not affect the validity of any such setoff or application under this
Section 9.08. The rights of each Lender under this Section 9.08 are in addition to other rights and remedies (including other
rights of setoff) which such Lender may have.


 






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SECTION
9.09       Governing Law; Jurisdiction; Consent to Service of Process.


 


(a)                
This Agreement shall be construed in accordance with and governed by the law of the State of New York.


 


(b)               
Each of Holdings and the Borrower hereby irrevocably and unconditionally (i) submits, for itself and its property, to the exclusive
jurisdiction of any New York State court or federal court of the United States of America, in each case, sitting in the Borough
of Manhattan in the City of New York, and any appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement, any other Loan Document, or the transactions contemplated hereby or thereby, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect
of any such action or proceeding shall be heard and determined in such New York State or, to the extent permitted by law, in such
federal court and (ii) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan
Document shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding
relating to this Agreement or any other Loan Document against Holdings, the Borrower or their respective properties in the courts
of any jurisdiction.


 


(c)                
Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively
do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of
or relating to this Agreement or any other Loan Document or the transactions contemplated hereby or thereby in any court referred
to in paragraph (b) of this Section 9.09. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted
by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.


 


(d)               
Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing
in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other
manner permitted by law.


 


SECTION
9.10       WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT
OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO
THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.10.


 


SECTION
9.11       Headings. Article and Section headings and the Table of Contents used herein are
for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration
in interpreting, this Agreement.


 






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SECTION
9.12       Confidentiality. Each of the Agents and the Lenders agrees to maintain the confidentiality
of the Information, except that Information may be disclosed (a) to its and its Affiliates and its and its Affiliates’ directors,
officers, employees, legal counsel, independent auditors and other experts, professionals, advisors or agents (it being understood
that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed
to keep such Information confidential), (b) to the extent requested or demanded by any Governmental Authority or self-regulatory
authority having jurisdiction over it or any of its Affiliates; provided that the Administrative Agent or such Lender,
as applicable, agrees that it will promptly notify the Borrower (other than at the request of a regulatory authority or any self-regulatory
authority having or asserting jurisdiction over such Person) unless such notification is prohibited by law, rule or regulation,
(c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process or order of any
court or administrative agency; provided that the Administrative Agent or such Lender, as applicable, agrees that it will
notify the Borrower as soon as practicable in the event of any such disclosure by such Person (other than at the request of a
regulatory authority or any self-regulatory authority having or asserting jurisdiction over such Person) unless such notification
is prohibited by law, rule or regulation, (d) to any other party to this Agreement, (e) in connection with the exercise of any
remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement
of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section
9.12, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations
under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating
to the Borrower and its obligations, (g) with the consent of the Borrower, (h) to any rating agency when required by it on a customary
basis and after consultation with the Borrower (it being understood that, prior to any such disclosure, such rating agency shall
undertake to preserve the confidentiality of any Information relating to Loan Parties and their Subsidiaries received by it from
such Lender), (i) in connection with the exercise of any remedies hereunder, under any other Loan Document or the enforcement
of its rights hereunder or thereunder, (j) for purposes of establishing a “due diligence” defense, (k) to the
extent such Information is independently developed by such Person or its Affiliates so long as not based on Information obtained
in a manner that would otherwise violate this Section 9.12 or (l) to the extent such Information (i) becomes publicly available
other than as a result of a breach of this Section 9.12 or (ii) becomes available to the Administrative Agent or any Lender on
a nonconfidential basis from a source other than Holdings or the Borrower; provided that such source is not actually known
by such disclosing party to be bound by an agreement containing provisions substantially the same as those contained in this Section
9.12. For the purposes of this Section 9.12, the term “Information” means all information received from Holdings
or the Borrower relating to Holdings or the Borrower or its business, other than any such information that is available to the
Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis prior to disclosure by Holdings
or the Borrower and other than information pertaining to this Agreement routinely provided by arrangers to data service providers,
including league table providers, that serve the lending industry; provided that, in the case of information received from
Holdings, the Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery
as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 9.12 shall be
considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own confidential information.


 


SECTION
9.13       Interest Rate Limitation. Notwithstanding anything herein to the contrary, if
at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts that are treated as interest
on such Loan under applicable law (collectively, the “Charges”), shall exceed the maximum lawful rate (the
“Maximum Rate”) that may be contracted for, charged, taken, received or reserved by the Lender holding such
Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges
payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would
have been payable in respect of such Loan but were not payable as a result of the operation of this Section 9.13 shall be cumulated
and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the
Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the
date of repayment, shall have been received by such Lender.


 






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SECTION
9.14       USA Patriot Act. Each Lender hereby notifies each Loan Party that pursuant to
the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot
Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes
the name and address of each Loan Party and other information that will allow such Lender to identify such Loan Party in accordance
with the Patriot Act.


 


SECTION
9.15       Release of Collateral.


 


(a)                
Upon any sale or other transfer by any Loan Party of any Collateral that is permitted under this Agreement to a Person that is
not a Loan Party, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any
Collateral pursuant to Section 9.02 of this Agreement, the security interest in such Collateral shall be automatically released.


 


(b)               
Upon the addition of a Succeeding Holdings and satisfaction by such Succeeding Holdings of the Collateral and Guarantee Requirement,
the prior Holdings shall be automatically released from all of its obligations under the Security Documents.


 


SECTION
9.16       No Fiduciary Duty. In connection with all aspects of each transaction contemplated
by this Agreement, the Borrower acknowledges and agrees, and acknowledges the other Loan Parties’ understanding, that (i)
each transaction contemplated by this Agreement is an arm’s-length commercial transaction between the Loan Parties, on the
one hand, and the Administrative Agent and the Lenders, on the other hand, (ii) in connection with each such transaction and the
process leading thereto, the Administrative Agent and the Lenders will act solely as principals and not as agents or fiduciaries
of the Loan Parties or any of their stockholders, affiliates, creditors, employees or any other party, (iii) neither the Administrative
Agent nor any Lender will assume an advisory or fiduciary responsibility in favor of the Borrower or any of its Affiliates with
respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Administrative
Agent or any Lender has advised or is currently advising any Loan Party on other matters) and neither the Administrative Agent
nor any Lender will have any obligation to any Loan Party or any of its Affiliates with respect to the transactions contemplated
in this Agreement except the obligations expressly set forth herein, (iv) the Administrative Agent and each Lender may be engaged
in a broad range of transactions that involve interests that differ from those of the Loan Parties and their affiliates, and (v)
neither the Administrative Agent nor any Lender has provided or will provide any legal, accounting, regulatory or tax advice with
respect to any of the transactions contemplated hereby and the Loan Parties have consulted and will consult their own legal, accounting,
regulatory, and tax advisors to the extent it deems appropriate. The matters set forth in this Agreement and the other Loan Documents
reflect an arm’s-length commercial transaction between the Loan Parties, on the one hand, and the Administrative Agent and
the Lenders, on the other hand. The Borrower agrees that the Loan Parties shall not assert any claims against the Administrative
Agent or any Lender based on any alleged breach of fiduciary duty.


 


SECTION
9.17       [Reserved].


 


SECTION
9.18       Material Non-Public Information.


 


(a)               
EACH LENDER ACKNOWLEDGES THAT INFORMATION (AS DEFINED IN SECTION 9.12) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE
MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT
IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL
NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.


 


(b)               
ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT
TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC
INFORMATION ABOUT THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO
THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY
RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE
LAW.


 






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SECTION
9.19       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 among any such parties,
each party to Amendment No. 1 and each Person that becomes a party to any Loan Document after the Amendment No. 1 Effective Date
acknowledges that any liability of any party hereto (other than a Loan Party) that is an EEA Financial Institution arising under
any Loan Document 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 (other than a Loan Party) that is an EEA Financial Institution; and


 


(b)               
the effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)                        
a reduction in full or in part or cancellation of any such liability;


 


(ii)                       
a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution,
its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other
instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement
or any other Loan Document; or


 


(iii)                       
the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA
Resolution Authority.


 


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


 


In
the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a
proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support
(and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing
such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would
be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest,
obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event
a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime,
Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be
exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised
under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States
or a state of the United States.


 


SECTION
9.21       First Lien Intercreditor Agreement. Each Lender agrees that it will be bound by
and will take no actions contrary to the provisions of the First Lien Intercreditor Agreement. In the event of any conflict or
inconsistency between the terms of the First Lien Intercreditor Agreement and the terms of this Agreement, the terms of the First
Lien Intercreditor Agreement shall govern and control.


 






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


 


	 	CONCENTRA
    INC., as Borrower
	 	 
	 	By:	/s/
    Martin F. Jackson
	 	 	Name:
    Martin F. Jackson
	 	 	Title:
      Vice President
	 	 
	 	CONCENTRA
    HOLDINGS, INC., as Holdings
	 	 
	 	By:	/s/
    Martin F. Jackson
	 	 	Name:
    Martin F. Jackson
	 	 	Title:
      Vice President
	 	 
	 	SELECT
    MEDICAL CORPORATION, as Administrative Agent and Collateral Agent
	 	 
	 	By:	/s/
    Joel T. Veit
	 	 	Name:
    Joel T. Veit
	 	 	Title:
      Senior Vice President and Treasurer
	 	 
	 	SELECT
    MEDICAL CORPORATION, as a Lender
	 	 
	 	By:	/s/
    Joel T. Veit
	 	 	Name:
    Joel T. Veit
	 	 	Title:
      Senior Vice President and Treasurer