Exhibit 10.1


 


Execution Version


 


Deal CUSIP: 03768KAA9


Revolver CUSIP: 03768KAB7


Term Loan
CUSIP: 03768KAC5


 


  


CREDIT AGREEMENT


 


dated as of September 11, 2019


 


among


 


APOLLO MEDICAL HOLDINGS, INC.


as Borrower


  


THE LENDERS FROM TIME TO TIME PARTY
HERETO


 


and


 


SUNTRUST BANK


as Administrative Agent


  


SUNTRUST ROBINSON HUMPHREY, INC. 


JPMORGAN CHASE BANK, N.A.


PREFERRED BANK


MUFG UNION BANK, N.A.


AND


ROYAL BANK OF CANADA


as Joint Lead Arrangers


 


 



 






     


     


    

 


TABLE OF CONTENTS


  





	 	Page
	 	 
	Article I DEFINITIONS; CONSTRUCTION	1
	Section 1.1	Definitions	1
	Section 1.2	Classifications of Loans and Borrowings	39
	Section 1.3	Accounting Terms and Determination	39
	Section 1.4	Terms Generally	40
	 	 	 
	Article II AMOUNT AND TERMS OF THE COMMITMENTS	40
	Section 2.1	General Description of Facilities	40
	Section 2.2	Revolving Loans	40
	Section 2.3	Procedure for Revolving Borrowings	41
	Section 2.4	Swingline Commitment.	41
	Section 2.5	Term Loan Commitments	42
	Section 2.6	Funding of Borrowings.	42
	Section 2.7	Interest Elections.	43
	Section 2.8	Optional Reduction and Termination of Commitments.	44
	Section 2.9	Repayment of Loans.	44
	Section 2.10	Evidence of Indebtedness.	45
	Section 2.11	Optional Prepayments	46
	Section 2.12	Mandatory Prepayments.	46
	Section 2.13	Interest on Loans.	48
	Section 2.14	Fees.	48
	Section 2.15	Computation of Interest and Fees.	49
	Section 2.16	Inability to Determine Interest Rates.	49
	Section 2.17	Illegality	51
	Section 2.18	Increased Costs.	51
	Section 2.19	Funding Indemnity	52
	Section 2.20	Taxes.	52
	Section 2.21	Payments Generally; Pro Rata Treatment; Sharing of Set-offs.	56
	Section 2.22	Letters of Credit.	57
	Section 2.23	Increase of Commitments; Additional Lenders.	61
	Section 2.24	Mitigation of Obligations	64
	Section 2.25	Replacement of Lenders	65
	Section 2.26	Defaulting Lenders.	65
	 	 	 
	Article III CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT	68
	Section 3.1	Conditions to Effectiveness	68
	Section 3.2	Conditions to Each Credit Event	71
	Section 3.3	Delivery of Documents	72
	 	 	 
	Article IV REPRESENTATIONS AND WARRANTIES	72
	Section 4.1	Existence; Power	72
	Section 4.2	Organizational Power; Authorization	72
	Section 4.3	Governmental Approvals; No Conflicts	73



 






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	Section 4.4	Financial Statements	73
	Section 4.5	Litigation and Environmental Matters.	73
	Section 4.6	Compliance with Laws and Agreements	74
	Section 4.7	Investment Company Act	74
	Section 4.8	Taxes	74
	Section 4.9	Margin Regulations	74
	Section 4.10	ERISA	74
	Section 4.11	Ownership of Property; Insurance.	75
	Section 4.12	Disclosure.	76
	Section 4.13	Labor Relations	76
	Section 4.14	Subsidiaries	76
	Section 4.15	Solvency	76
	Section 4.16	Deposit and Disbursement Accounts	76
	Section 4.17	Collateral Documents.	76
	Section 4.18	Associated Practice Documents; Related Transaction Documents	77
	Section 4.19	Material Agreements	77
	Section 4.20	Sanctions and Anti-Corruption Laws.	77
	Section 4.21	EEA Financial Institutions	78
	Section 4.22	Healthcare Matters	78
	Section 4.23	Use of Proceeds	78
	 	 	 
	Article V AFFIRMATIVE COVENANTS	78
	Section 5.1	Financial Statements and Other Information	78
	Section 5.2	Notices of Material Events.	80
	Section 5.3	Existence; Conduct of Business	82
	Section 5.4	Compliance with Laws	83
	Section 5.5	Payment of Obligations	83
	Section 5.6	Books and Records	83
	Section 5.7	Visitation and Inspection; Lender Meetings	83
	Section 5.8	Maintenance of Properties; Insurance	83
	Section 5.9	Use of Proceeds; Margin Regulations	84
	Section 5.10	Casualty and Condemnation	84
	Section 5.11	Cash Management	84
	Section 5.12	Additional Subsidiaries and Collateral.	85
	Section 5.13	Additional Real Estate; Leased Locations.	86
	Section 5.14	Further Assurances	86
	Section 5.15	Healthcare Matters	86
	Section 5.16	Associated Practice Documents	86
	Section 5.17	Post-Closing Obligations	87
	 	 	 
	Article VI FINANCIAL COVENANTS	87
	Section 6.1	Consolidated Total Net Leverage Ratio	87
	Section 6.2	Consolidated Interest Coverage Ratio	88
	 	 	 
	Article VII NEGATIVE COVENANTS	88
	Section 7.1	Indebtedness and Preferred Equity	88
	Section 7.2	Liens; Negative Pledge	90



 



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	Section 7.3	Fundamental Changes.	91
	Section 7.4	Investments, Loans	92
	Section 7.5	Restricted Payments	94
	Section 7.6	Sale of Assets	95
	Section 7.7	Transactions with Affiliates	96
	Section 7.8	Restrictive Agreements	96
	Section 7.9	Sale and Leaseback Transactions	96
	Section 7.10	Hedging Transactions	96
	Section 7.11	Amendment to Material Documents	97
	Section 7.12	Associated Practice Documents	97
	Section 7.13	Accounting Changes	98
	Section 7.14	Sanctions and Anti-Corruption Laws	98
	Section 7.15	Lease Obligations	98
	 	 	 
	Article VIII EVENTS OF DEFAULT	98
	Section 8.1	Events of Default	98
	Section 8.2	Application of Proceeds from Collateral	101
	 	 	 
	Article IX THE ADMINISTRATIVE AGENT	102
	Section 9.1	Appointment of the Administrative Agent.	102
	Section 9.2	Nature of Duties of the Administrative Agent	103
	Section 9.3	Lack of Reliance on the Administrative Agent	104
	Section 9.4	Certain Rights of the Administrative Agent	104
	Section 9.5	Reliance by the Administrative Agent	104
	Section 9.6	The Administrative Agent in its Individual Capacity	104
	Section 9.7	Successor Administrative Agent.	105
	Section 9.8	Withholding Tax	105
	Section 9.9	The Administrative Agent May File Proofs of Claim.	106
	Section 9.10	Authorization to Execute Other Loan Documents	106
	Section 9.11	Collateral and Guaranty Matters	106
	Section 9.12	No Other Duties; Designation of Additional Agents	107
	Section 9.13	Right to Realize on Collateral and Enforce Guarantee	107
	Section 9.14	Secured Bank Product Obligations and Hedging Obligations	107
	 	 	 
	Article X MISCELLANEOUS	108
	Section 10.1	Notices.	108
	Section 10.2	Waiver; Amendments.	111
	Section 10.3	Expenses; Indemnification.	113
	Section 10.4	Successors and Assigns.	114
	Section 10.5	Governing Law; Jurisdiction; Consent to Service of Process.	118
	Section 10.6	WAIVER OF JURY TRIAL	119
	Section 10.7	Right of Set-off	119
	Section 10.8	Counterparts; Integration	119
	Section 10.9	Survival	120
	Section 10.10	Severability	120
	Section 10.11	Confidentiality	120
	Section 10.12	Interest Rate Limitation	121



  



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	Section 10.13	Waiver of Effect of Corporate Seal	121
	Section 10.14	Section 10.14. Patriot Act	121
	Section 10.15	Section 10.15. No Advisory or Fiduciary Responsibility	121
	Section 10.16	Location of Closing	122
	Section 10.17	Independence of Covenants	122
	Section 10.18	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	122
	Section 10.19	Certain ERISA Matters.	122
	Section 10.20	Acknowledgement Regarding Any Supported QFCs	123















 




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Schedules


 


	Schedule I	_	Applicable Margin and Applicable Percentage
	Schedule II	_	Commitment Amounts
	 	 	 
	Schedule 1.1(a)	_	Associated Practices 
	Schedule 1.1(b)	_	Associated Practice Documents
	Schedule 2.22	_	Existing Letters of Credit
	Schedule 4.5	_	Environmental Matters
	Schedule 4.14	_	Subsidiaries
	Schedule 4.16	_	Deposit and Disbursement Accounts
	Schedule 4.19	_	Material Agreements
	Schedule 4.29	_	Healthcare Matters
	Schedule 7.1	_	Existing Indebtedness
	Schedule 7.2	_	Existing Liens
	Schedule 7.4	_	Existing Investments 
	Schedule 7.7	_	Existing Transactions with Affiliates 


 


Exhibits


 


	Exhibit A	_	Form of Assignment and Acceptance
	Exhibit B	_	Form of Guaranty and Security Agreement
	 	 	 
	Exhibit 2.3	_	Form of Notice of Revolving Borrowing
	Exhibit 2.4	_	Form of Notice of Swingline Borrowing
	Exhibit 2.7	_	Form of Notice of Conversion/Continuation
	Exhibits 2.20A – D	_	Tax Certificates
	Exhibit 3.1(b)(ii)	_	Form of Secretary’s Certificate
	Exhibit 3.1(b)(v)	_	Form of Officer’s Certificate
	Exhibit 5.1(c)	_	Form of Compliance Certificate


 


 




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CREDIT
AGREEMENT


 


This CREDIT AGREEMENT
(this “Credit Agreement”) is made and entered into as of September 11, 2019, by and among APOLLO MEDICAL
HOLDINGS, INC., a Delaware corporation (the “Borrower”), those several banks and other financial institutions
and lenders from time to time party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as administrative
agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”)
and as swingline lender (the “Swingline Lender”).


 


WITNESSETH:


 


WHEREAS, the
Borrower has requested that the Lenders (a) establish a $100,000,000 revolving credit facility in favor of, and (b) make term loans
in an aggregate principal amount equal to $190,000,000 to, the Borrower; and


 


WHEREAS, subject
to the terms and conditions of this Agreement, the Lenders, the Issuing Bank and the Swingline Lender, to the extent of their respective
Commitments as defined herein, are willing severally to establish the requested revolving credit facility, letter of credit subfacility
and swingline subfacility in favor of and severally to make the term loans to the Borrower;


 


NOW, THEREFORE,
in consideration of the premises and the mutual covenants herein contained, the Borrower, the Lenders, the Administrative Agent,
the Issuing Bank and the Swingline Lender agree as follows:


 


Article
I



DEFINITIONS; CONSTRUCTION


 


Section 1.1           Definitions.
In addition to the other terms defined herein, the following terms used herein shall have the meanings herein specified (to be
equally applicable to both the singular and plural forms of the terms defined):


 


“Acquisition”
shall mean (a) any Investment by the Borrower or any of its Subsidiaries in any other Person organized in the United States (with
substantially all of the assets of such Person and its Subsidiaries located in the United States), pursuant to which such Person
shall become a Subsidiary of the Borrower or any of its Subsidiaries or shall be merged with the Borrower or any of its Subsidiaries
or (b) any acquisition by the Borrower or any of its Subsidiaries of the assets of any Person (other than a Subsidiary of the Borrower)
that constitute all or substantially all of the assets of such Person or a division or business unit of such Person, whether through
purchase, merger or other business combination or transaction (and all or substantially all of such assets, division or business
unit are located in the United States).


 


“Additional
Lender” shall have the meaning set forth in Section 2.23.


 


“Adjusted
LIBO Rate” shall mean, with respect to each Interest Period for a Eurodollar Loan, (i) the rate per annum equal
to the London interbank offered rate for deposits in Dollars appearing on Reuters screen page LIBOR 01 (or on any successor or
substitute page of such service or any successor to such service, or such other commercially available source providing such quotations
as may be designated by the Administrative Agent from time to time) at approximately 11:00 A.M. (London time) two (2) Business
Days prior to the first day of such Interest Period, with a maturity comparable to such Interest Period (provided that
if such rate is less than zero, such rate shall be deemed to be zero), divided by (ii) a percentage equal to 100% minus
the then stated maximum rate of all reserve requirements (including any marginal, emergency, supplemental, special or other reserves
and without benefit of credits for proration, exceptions or offsets that may be available from time to time) expressed as a decimal
(rounded upward to the next 1/100th of 1%) applicable to any member bank of the Federal Reserve System in respect of Eurocurrency
liabilities as defined in Regulation D (or any successor category of liabilities under Regulation D); provided that if
the rate referred to in clause (i) above is not available at any such time for any reason, then the rate referred to in clause
(i) shall instead be the interest rate per annum, as determined by the Administrative Agent, to be the arithmetic average
of the rates per annum at which deposits in Dollars in an amount equal to the amount of such Eurodollar Loan are offered
by major banks in the London interbank market to the Administrative Agent at approximately 11:00 A.M. (London time), two (2) Business
Days prior to the first day of such Interest Period. For purposes of this Agreement, the Adjusted LIBO Rate will not be less than
zero percent (0%).


  



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“Administrative
Agent” shall mean SunTrust Bank, in its capacity as administrative agent under any of the Loan Documents, or any successor
administrative agent.


 


“Administrative
Questionnaire” shall mean, with respect to each Lender, an administrative questionnaire in the form provided by the Administrative
Agent and submitted to the Administrative Agent duly completed by such Lender.


 


“Administrative
Services Agreement” shall mean that certain Administrative Services Agreement, dated as of May 10, 2019 and effective
as of September 11, 2019, between NMM and AP-AMH.


 


“Affiliate”
shall mean, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls,
is Controlled by, or is under common Control with, the specified Person. For the purposes of this definition, “Control”
shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies
of a Person, whether through the ability to exercise voting power, by control or otherwise. The terms “Controlling”
and “Controlled” have meanings correlative thereto. Associated Practices shall be deemed not to be an Affiliate
of any Loan Party or any Subsidiary thereof.


 


“Aggregate
Revolving Commitment Amount” shall mean the aggregate principal amount of the Aggregate Revolving Commitments from time
to time. On the Closing Date, the Aggregate Revolving Commitment Amount is $100,000,000.


 


“Aggregate
Revolving Commitments” shall mean, collectively, all Revolving Commitments of all Lenders at any time outstanding.


 


“Alpha Care”
shall mean Alpha Care Medical Group, Inc., a California professional corporation.


 


“Anti-Corruption
Laws” shall mean all laws, rules and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries concerning
or relating to bribery or corruption.


 


“APC”
shall mean Allied Physicians of California, a Professional Medical Corporation, a California professional medical corporation,
doing business as Allied Pacific IPA.


 


“APC Approved
Use” shall mean, collectively, (i) any Permitted Investment, (ii) any dividend or distribution to the holders of the
common Capital Stock of APC, (iii) any repurchase of common Capital Stock of APC from the holders thereof, (iv) to pay any Taxes
relating to or arising from any of the Excluded Assets or Related Transactions, or (v) to fund losses, deficits or working capital
support on account of the Excluded Assets in an amount not to exceed $125,000,000.


 



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“APC Excluded
Asset Account” has the meaning in the defined term “APC Excluded Assets”.


 


“APC Excluded
Assets” shall mean the “Excluded Assets” as defined in the Certificate of Determination (as in effect on
the Closing Date); provided that net cash proceeds received by APC in connection with the Related Transactions (including
cash proceeds from the sale or assignment of Capital Stock of the Borrower by APC following the Closing Date) shall be included
in “APC Excluded Assets” so long as held by APC and deposited in a segregated identifiable deposit account (the “APC
Excluded Asset Account”).


 


“APC Non-Recourse
Indebtedness” shall mean Indebtedness incurred by APC for which the holder of such Indebtedness has no recourse, directly
or indirectly, to the Borrower, APC or any of their respective Subsidiaries or to any property (except as provided in the last
sentence of this definition) of the Borrower, APC or any of their respective Subsidiaries in respect of all or any portion of such
Indebtedness, and for which none of the Borrower, APC or any of their respective Subsidiaries are directly or indirectly liable
for such Indebtedness. Notwithstanding the foregoing, Indebtedness of APC shall be “APC Non-Recourse Indebtedness”
if the holder of such Indebtedness has recourse that is limited solely to one or more of the APC Excluded Assets in which a Lien
has been granted therein by APC pursuant to Section 7.2(h).


 


“APC Performance
Incentive Plan” shall mean the portion of APC’s net income from healthcare services in excess of the “Series
A Preferred Dividend”, if any, that APC’s shareholders are entitled to retain pursuant to the Certificate of Determination.


 


“APC Shareholder
Agreement” shall mean that certain Special Purpose Shareholder Agreement of Allied Physicians of California, a Professional
Medical Corporation dated as of May 10, 2019 as in effect as of September 11, 2019.


 


“Applicable
ECF Percentage” shall mean, as of any date of determination, (a) 50% if the Consolidated Total Net Leverage Ratio is
greater than or equal to 2.25:1.00 as of such date, (b) 25% if the Consolidated
Total Net Leverage Ratio is less than 2.25:1.00 and greater than or equal to 1.75:1.00
as of such date, and (c) 0% if the Consolidated Total Net Leverage Ratio is less than 1.75:1.00
as of such date.


 


“Applicable
Lending Office” shall mean, for each Lender and for each Type of Loan, the “Lending Office” of such Lender
(or an Affiliate of such Lender) designated for such Type of Loan in the Administrative Questionnaire submitted by such Lender
or such other office of such Lender (or such Affiliate of such Lender) as such Lender may from time to time specify to the Administrative
Agent and the Borrower as the office by which its Loans of such Type are to be made and maintained.


 


“Applicable
Margin” shall mean, as of any date, with respect to interest on all Loans (including all Term Loans and all Revolving
Loans) outstanding on such date, or the letter of credit fee, as the case may be, the percentage per annum determined by
reference to the applicable Consolidated Total Net Leverage Ratio in effect on such date as set forth on Schedule I; provided
that a change in the Applicable Margin resulting from a change in the Consolidated Total Net Leverage Ratio shall be effective
on the second Business Day after which the Borrower delivers each of the financial statements required by Section 5.1(a)
and (b) and the Compliance Certificate required by Section 5.1(c); provided, further, that if at any
time the Borrower shall have failed to deliver such financial statements and such Compliance Certificate when so required, the
Applicable Margin shall be at Pricing Level I as set forth on Schedule I until such time as such financial statements and
Compliance Certificate are delivered, at which time the Applicable Margin shall be determined as provided above. Notwithstanding
the foregoing, the Applicable Margin from the Closing Date until the date by which the financial statements and Compliance Certificate
for the Fiscal Quarter ending December 31, 2019 are required to be delivered shall be at Pricing Level III as set forth on Schedule
I. In the event that any financial statement or Compliance Certificate delivered hereunder is shown to be inaccurate (regardless
of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected,
would have led to the application of a higher Applicable Margin based upon the pricing grid set forth on Schedule I (the
“Accurate Applicable Margin”) for any period that such financial statement or Compliance Certificate covered,
then (i) the Borrower shall immediately deliver to the Administrative Agent a correct financial statement or Compliance Certificate,
as the case may be, for such period, (ii) the Applicable Margin shall be adjusted such that after giving effect to the corrected
financial statement or Compliance Certificate, as the case may be, the Applicable Margin shall be reset to the Accurate Applicable
Margin based upon the pricing grid set forth on Schedule I for such period and (iii) the Borrower shall immediately
pay to the Administrative Agent, for the account of the Lenders, the accrued additional interest owing as a result of such Accurate
Applicable Margin for such period. The provisions of this definition shall not limit the rights of the Administrative Agent and
the Lenders with respect to Section 2.13(c) or Article VIII.


  



    3


     


    




 


“Applicable
Percentage” shall mean, as of any date, with respect to the Commitment Fee as of such date, the percentage per annum
determined by reference to the Consolidated Total Net Leverage Ratio in effect on such date as set forth on Schedule I; provided
that a change in the Applicable Percentage resulting from a change in the Consolidated Total Net Leverage Ratio shall be effective
on the second Business Day after which the Borrower delivers each of the financial statements required by Section 5.1(a)
and (b) and the Compliance Certificate required by Section 5.1(c); provided, further, that if at any time
the Borrower shall have failed to deliver such financial statements and such Compliance Certificate when so required, the Applicable
Percentage shall be at Pricing Level I as set forth on Schedule I until such time as such financial statements and Compliance
Certificate are delivered, at which time the Applicable Percentage shall be determined as provided above. Notwithstanding the foregoing,
the Applicable Percentage for the Commitment Fee from the Closing Date until the date by which the financial statements and Compliance
Certificate for the Fiscal Quarter ending December 31, 2019 are required to be delivered shall be at Pricing Level III as set forth
on Schedule I. In the event that any financial statement or Compliance Certificate delivered hereunder is shown to be inaccurate
(regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy,
if corrected, would have led to the application of a higher Applicable Percentage based upon the pricing grid set forth on Schedule
I (the “Accurate Applicable Percentage”) for any period that such financial statement or Compliance Certificate
covered, then (i) the Borrower shall immediately deliver to the Administrative Agent a correct financial statement or Compliance
Certificate, as the case may be, for such period, (ii) the Applicable Percentage shall be adjusted such that after giving effect
to the corrected financial statement or Compliance Certificate, as the case may be, the Applicable Percentage shall be reset to
the Accurate Applicable Percentage based upon the pricing grid set forth on Schedule I for such period and (iii) the Borrower
shall immediately pay to the Administrative Agent, for the account of the Lenders, the accrued additional Commitment Fee owing
as a result of such Accurate Applicable Percentage for such period. The provisions of this definition shall not limit the rights
of the Administrative Agent and the Lenders with respect to Section 2.13(c) or Article VIII.


 


“Approved
Entity” shall mean (i) AP-AMH or (ii) another entity with an executive officer of the Borrower serving as a “nominee
shareholder” (including where the officer as a licensed physician, rather than the Borrower, serves as the shareholder of
such entity on behalf of the Borrower or a Subsidiary of the Borrower in order to achieve certain corporate, regulatory and/or
accounting treatment) and where such officer derives no direct financial benefit from such status.


 






    4


     


    

 


“Approved
Fund” shall mean any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding
or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and that is
administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers
or manages a Lender.


 


“AP-AMH”
shall mean AP-AMH Medical Corporation, a California professional medical corporation.


 


“AP-AMH Loan”
shall mean that certain $545,000,000 loan made on the Closing Date by the Borrower to AP-AMH.


 


“AP-AMH Loan
Documents” shall mean (a) that certain Loan Agreement, dated as of the Closing Date, by and between the Borrower and
AP-AMH, as amended from time to time in accordance with the terms hereof and (b) that certain Security Agreement, dated as of the
Closing Date, by AP-AMH in favor of the Borrower, as amended from time to time in accordance with the terms hereof.


 


“Arrangers”
shall mean SunTrust Robinson Humphrey, Inc., JPMorgan Chase Bank, N.A., Preferred Bank, MUFG Union Bank, N.A. and Royal Bank of
Canada, in their capacities as joint lead arrangers.


 


“Assignment
and Acceptance” means an assignment and acceptance entered into by a Lender and an Eligible Assignee (with the consent
of any party whose consent is required by Section 10.4(b)) and accepted by the Administrative Agent, in substantially the
form of Exhibit A attached hereto or any other form approved by the Administrative Agent.


 


“Associated
Practice” shall mean each professional entity or other Person (other than any Loan Party or Subsidiary thereof) that
is (i) party to a Management Services Agreement with a Loan Party or (ii) an entity with an executive officer of the
Borrower serving as a “nominee shareholder” (where the officer as a licensed physician, rather than the Borrower, serves
as the shareholder of such entity on behalf of the Borrower, a Subsidiary of the Borrower or APC in order to achieve certain corporate,
regulatory and/or accounting treatment) and where such officer derives no direct financial benefit from such status. Each Associated
Practice that exists as of the Closing Date is described on Schedule 1.1(a).


 


“Associated
Practice Documents” shall mean, collectively, the Management Services Agreements, the Administrative Services Agreement
and the Transfer Restriction Agreements, in each case as the same may now or hereafter be in existence and be amended, restated,
supplemented or otherwise modified from time to time to the extent not prohibited by this Agreement. Each Associated Practice Document
that exists as of the Closing Date is described on Schedule 1.1(b).


 


“Availability
Period” means the period from the Closing Date to but excluding the Revolving Commitment Termination Date.


 


“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.


 






    5


     


    

 


“Bank Product
Obligations” mean, collectively, all obligations and other liabilities of any Loan Party to any Bank Product Provider
arising with respect to any Bank Products.


 


“Bank Product
Provider” means any Person that, at the time it provides any Bank Product to any Loan Party, (i) is a Lender or an Affiliate
of a Lender and (ii) except when the Bank Product Provider is SunTrust Bank and its Affiliates, has provided prior written notice
to the Administrative Agent which has been acknowledged by the Borrower of (x) the existence of such Bank Product, (y) the maximum
dollar amount of obligations arising thereunder (the “Bank Product Amount”) and (z) the methodology to be used
by such parties in determining the obligations under such Bank Product from time to time. In no event shall any Bank Product Provider
acting in such capacity be deemed a Lender for purposes hereof to the extent of and as to Bank Products except that each reference
to the term “Lender” in Article IX and Section 10.3(b) shall be deemed to include such Bank Product Provider
and in no event shall the approval of any such person in its capacity as Bank Product Provider be required in connection with the
release or termination of any security interest or Lien of the Administrative Agent. The Bank Product Amount may be changed from
time to time upon written notice to the Administrative Agent by the applicable Bank Product Provider. No Bank Product Amount may
be established at any time that a Default or Event of Default exists.


 


“Bank Products”
means any of the following services provided to any Loan Party by any Bank Product Provider: (a) any treasury or other cash management
services, including deposit accounts, automated clearing house (ACH) origination and other funds transfer, depository (including
cash vault and check deposit), zero balance accounts and sweeps, return items processing, controlled disbursement accounts, positive
pay, lockboxes and lockbox accounts, account reconciliation and information reporting, payables outsourcing, payroll processing,
trade finance services, investment accounts and securities accounts, and (b) card services, including credit cards (including purchasing
cards and commercial cards), prepaid cards, including payroll, stored value and gift cards, merchant services processing, and debit
card services.


 


“Base Rate”
means for any day a rate per annum equal to the highest of (i) the rate of interest which the Administrative Agent announces
from time to time as its prime lending rate, as in effect from time to time (the “Prime Rate”), (ii) the Federal
Funds Rate, as in effect from time to time, plus 0.50%, (iii) the Adjusted LIBO Rate determined on a daily basis for an Interest
Period of one (1) month, plus 1.00% (any changes in such rates to be effective as of the date of any change in such rate), and
(iv) zero percent (0.00%). The Administrative Agent’s prime lending rate is a reference rate and does not necessarily represent
the lowest or best rate actually charged to any customer. The Administrative Agent may make commercial loans or other loans at
rates of interest at, above, or below the Administrative Agent’s prime lending rate. Any change in the Base Rate due to a
change in the Prime Rate, the Federal Funds Rate, or the Adjusted LIBO Rate will be effective from and including the effective
date of such change in the Prime Rate, the Federal Funds Rate, or the Adjusted LIBO Rate.


 


“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 and subject to 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”.


 


“Borrower”
shall have the meaning set forth in the introductory paragraph hereof.


 






    6


     


    

 


“Borrowing”
shall mean a borrowing consisting of (i) any Loans of the same Type and Class 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 (ii) a Swingline Loan.


 


“Business
Day” shall mean any day other than (i) a Saturday, Sunday or other day on which commercial banks in Atlanta, Georgia
or New York are authorized or required by law to close and (ii) if such day relates to a Borrowing of, a payment or prepayment
of principal or interest on, a conversion of or into, or an Interest Period for, a Eurodollar Loan or a notice with respect to
any of the foregoing, any such day that is also a day on which dealings in Dollar deposits are not conducted by and between banks
in the London interbank market.


 


“Capital Expenditures”
shall mean, for any period, without duplication, (i) the additions to property, plant and equipment and other capital expenditures
of the Borrower and its Subsidiaries that are (or would be) set forth on a consolidated statement of cash flows of the Borrower
for such period prepared in accordance with GAAP and (ii) Capital Lease Obligations incurred by the Borrower and its Subsidiaries
during such period.


 


“Capital Lease
Obligations” of any Person shall mean all obligations of such Person to pay rent or other amounts under any lease (or
other arrangement conveying the right to use) of 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; provided that any lease that is accounted for
by any Person as an operating lease as of December 31, 2018 and any lease entered into after December 31, 2018 that would have
been accounted for as an operating lease if such lease had been in effect on December 31, 2018 shall be accounted for as an operating
lease and not as a Capital Lease Obligation.


 


“Capital Stock”
shall mean all shares, options, warrants, general or limited partnership interests, membership interests or other equivalents (regardless
of how designated) of or in a corporation, partnership, limited liability company or equivalent entity whether voting or nonvoting,
including common stock, preferred stock or any other “equity security” (as such term is defined in Rule 3a11-1 of the
General Rules and Regulations promulgated by the Securities and Exchange Commission under the Exchange Act).


 


“Cash Collateralize”
shall mean, to pledge and deposit with or deliver to the Administrative Agent, for the benefit of an Issuing Bank or Swingline
Lender (as applicable) and the Lenders, as collateral for L/C Obligations, Obligations in respect of Swingline Loans, or obligations
of Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or,
if the applicable Issuing Bank or Swingline Lender benefitting from such collateral shall agree in its sole discretion, other credit
support, in each case pursuant to documentation in form and substance satisfactory to (a) the Administrative Agent and (b) the
applicable Issuing Bank or the Swingline Lender (as applicable). “Cash Collateral” shall have a meaning correlative
to the foregoing and shall include the proceeds of such cash collateral and other credit support.


 


“Certificate
of Determination” shall mean that certain Certificate of Determination of Preferences of Series A Preferred Stock of
Allied Physicians of California, a Professional Medical Corporation dated as of May 10, 2019 as in effect as of September 11, 2019.


 


“Change in
Control” means the occurrence of one or more of the following events: (i) the acquisition of ownership, directly or indirectly,
beneficially or of record, by any Person (other than APC) or “group” (within the meaning of the Exchange Act and the
rules of the Securities and Exchange Commission thereunder as in effect on the date hereof) of 35% or more of the outstanding shares
of the Capital Stock of the Borrower entitled to vote generally for the election of members of the board of directors of the Borrower,
(ii) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing
body of the Borrower cease to be composed of individuals who are Continuing Directors or (iii) the Borrower ceases to own, directly
or indirectly, and control 100% (other than directors’ qualifying shares) of the Capital Stock of each Subsidiary Loan Party.


 






    7


     


    

 


“Change in
Law” shall mean the occurrence, after the Closing Date, of any of the following: (i) the adoption or taking effect of
any law, rule, regulation or treaty, (ii) any change in any law, rule, regulation or treaty, or in the administration, interpretation,
implementation or application thereof by any Governmental Authority, or (iii) the making or issuance of any request, rule, guideline
or directive (whether or not having the force of law) of any Governmental Authority; provided that notwithstanding anything
herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or
directives in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International
Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign
regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless
of the date enacted, adopted or issued.


 


“Class”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving
Loans, Swingline Loans or Term Loans and when used in reference to any Commitment, refers to whether such Commitment is a Revolving
Commitment, a Swingline Commitment or a Term Loan Commitment.


 


“Closing Date”
shall mean the date on which the conditions precedent set forth in Section 3.1 and Section 3.2 have been satisfied
or waived in accordance with Section 10.2.


 


“Closing Date
Collateral Assignments” shall mean, collectively, (a) each collateral assignment of Associated Practice Documents made
on the Closing Date by the applicable Loan Party in favor of the Administrative Agent pursuant to which such Loan Party has collaterally
assigned in favor of the Administrative Agent, on behalf of the Secured Parties, all of its rights under the applicable Associated
Practice Documents and (b) a collateral assignment made on the Closing Date by the Borrower in favor of the Administrative Agent
pursuant to which the Borrower has collaterally assigned in favor of the Administrative Agent, on behalf of the Secured Parties,
all of its rights under the applicable AP-AMH Loan Documents, (c) a collateral assignment of the Tradename Licensing Agreement
made on the Closing Date by the Borrower in favor of the Administrative Agent pursuant to which the Borrower has collaterally assigned
in favor of the Administrative Agent, on behalf of the Secured Parties, all of its rights under the Tradename Licensing Agreement,
in each case in form an substance satisfactory to the Administrative Agent.


 


“CMS”
shall mean the U.S. Centers for Medicare & Medicaid Services.


 


“Code”
shall mean the Internal Revenue Code of 1986, as amended and in effect from time to time.


 


“Collateral”
shall mean all tangible and intangible property, real and personal, of any Loan Party that is or purports to be the subject of
a Lien to the Administrative Agent to secure the whole or any part of the Obligations or any Guarantee thereof, and shall include,
without limitation, all casualty insurance proceeds and condemnation awards with respect to any of the foregoing.


 






    8


     


    




 


“Collateral
Assignments” shall mean, collectively, (a) each Closing Date Collateral Assignment and (b) any other collateral assignment
of Associated Practice Documents made after the Closing Date as required pursuant to Sections 5.16 or 7.12, (c) any
collateral assignment of a seller’s representations, warranties, covenants and indemnities made after the Closing Date as
required in connection with any Permitted Acquisition or other Acquisition and (d) any collateral assignment of loan documents
and other agreements as may be required in connection with any Future Approved Entity Investment.


 


“Collateral
Documents” shall mean, collectively, the Guaranty and Security Agreement, any Real Estate Documents, the Control Account
Agreements, the Collateral Assignments, the Perfection Certificate, all Copyright Security Agreements, all Patent Security Agreements,
all Trademark Security Agreements and all other instruments and agreements now or hereafter securing or perfecting the Liens securing
the whole or any part of the Obligations or any Guarantee thereof, all UCC financing statements, fixture filings and stock powers,
and all other documents, instruments, agreements and certificates executed and delivered by any Loan Party to the Administrative
Agent and the Lenders in connection with the foregoing.


 


“Commitment”
shall mean a Revolving Commitment, a Swingline Commitment or a Term Loan Commitment or any combination thereof (as the context
shall permit or require).


 


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


 


“Compliance
Certificate” shall mean a certificate from the principal executive officer or the principal financial officer of the
Borrower in the form of, and containing the certifications set forth in, the certificate attached hereto as Exhibit 5.1(c).


 


“Consolidated
EBITDA” shall mean, for the Borrower and its Subsidiaries for any period, determined on a consolidated basis (including,
for the avoidance of doubt, all Associated Practices in accordance with Section 1.3(b)), an amount equal to the sum of:


 


(i)          Consolidated
Net Income for such period,


 


plus


 


(ii)         to
the extent reducing Consolidated Net Income for such period, and without duplication,


 


(A)         Consolidated
Interest Expense,


 


(B)         income
tax expense determined on a consolidated basis in accordance with GAAP,


 


(C)         depreciation
and amortization determined on a consolidated basis in accordance with GAAP,


 


(D)         transaction
costs and expenses incurred in connection with the Related Transactions and any Permitted Acquisition or Future Approved Entity
Investment permitted hereunder that was consummated during such period,


 


(E)         unusual,
one-time or non-recurring charges and expenses, including restructuring charges, integration costs, retention, recruiting and relocation
expenses and expenses arising from severance of employees or management and other non-recurring expenses not otherwise added back
to Consolidated EBITDA, in each case incurred during such period, as certified by a Responsible Officer of the Borrower and acceptable
to the Administrative Agent in its sole discretion; provided that the aggregate amount added back pursuant to this clause
(E) for any period shall not exceed fifteen percent (15%) of Consolidated EBITDA for such period (calculated before giving
effect to such add-back); and


 






    9


     


    

 


(F)         all
other non-cash charges acceptable to the Administrative Agent in its sole discretion determined on a consolidated basis in accordance
with GAAP, in each case for such period; provided that non-cash charges that are of the same type as those set forth and
added-back in the lenders’ presentation dated August 14, 2019 shall be deemed to be acceptable to the Administrative Agent,


 


less


 


(iii)        to
the extent increasing Consolidated Net Income for such period, and without duplication,


 


(A)         unusual,
one-time or non-recurring gains,


 


(B)         non-cash
gains, excluding any non-cash gains that represent the reversal of any accrual of, or cash reserve for, anticipated cash items
in any prior period (other than any such accruals or cash reserves that have been added back to Consolidated Net Income in calculating
Consolidated EBITDA in accordance with this definition);


 


(C)         any
Consolidated EBITDA representing the net income of any Person (other than the Borrower and its Subsidiaries) that is required to
be consolidated in the financial statements of the Borrower and its Subsidiaries multiplied by the percentage of such Person’s
Capital Stock that is owned by a third party that is wholly unaffiliated with the Borrower and its Subsidiaries; and


 


(D)         any
Consolidated EBITDA representing any net income that is attributable to the owners of APC’s Capital Stock pursuant to the
APC Performance Incentive Plan;


 


provided that for purposes of calculating
compliance with the financial covenants set forth in Article VI, to the extent that during such period an Acquisition was
consummated (including any Acquisition by an Associated Practice, Permitted Acquisition by a Loan Party or other Acquisition approved
in writing by the Required Lenders), or any sale, transfer or other disposition of any Person, business, property or assets (which
shall be deemed to include any Associated Practice that ceased to be an Associated Practice during such period) occurred, Consolidated
EBITDA shall be calculated on a Pro Forma Basis with respect to such Person, Associated Practice, business, property or assets
so acquired or disposed of; provided, further that no payments or other amounts received by the Borrower or any Subsidiary
from CMS pursuant to the “NextGen ACO shared savings program” shall be treated as unusual, one-time or non-recurring
income or gains for purposes of calculating Consolidated EBITDA.


 


Notwithstanding the foregoing, Consolidated
EBITDA for the Fiscal Quarters ended September 30, 2018, December 31, 2018, March 31, 2019 and June 30, 2019, shall be $34,391,797,
$17,320,520, $14,452,259 and $18,926,213, respectively.


 






    10


     


    

 


“Consolidated
Excess Cash Flow” shall mean, without duplication, with respect to any Fiscal Year of the Borrower and its Subsidiaries,
Consolidated Net Income, plus (a) depreciation, amortization, income taxes and Consolidated Interest Expense to the extent
deducted in determining Consolidated Net Income, plus decreases or minus increases (as the case may be) in (b) Working
Capital, minus (c) Unfinanced Cash Capital Expenditures during such Fiscal Year, minus (d) interest expense
paid in cash and scheduled principal payments paid in cash in respect of Consolidated Total Net Debt (excluding prepayments of
Revolving Loans and Swingline Loans), plus (in the case of gains) or minus (in the case of losses) (e) extraordinary
gains or losses which are cash items not included in the calculation of Consolidated Net Income, minus (f) income taxes
paid in cash, except to the extent such income taxes were deducted from Consolidated Excess Cash Flow for a prior Fiscal Year as
a reserve, minus (g) the income attributable to any Person (other than the Borrower and its Subsidiaries) that was consolidated
in the financial statements of the Borrower and its Subsidiaries multiplied by the percentage of such Person’s Capital Stock
that is owned by a third party that is wholly unaffiliated with the Borrower and its Subsidiaries, minus (h) payments made
(or deemed to be made) to the owners of APC’s Capital Stock pursuant to the APC Performance Incentive Plan.


 


“Consolidated
Interest Coverage Ratio” shall mean, as of any date, the ratio of (i) Consolidated EBITDA for the four consecutive Fiscal
Quarters ending on or immediately prior to such date for which financial statements are required to have been delivered under this
Agreement to (ii) Consolidated Interest Expense for the four consecutive Fiscal Quarters ending on or immediately prior to such
date for which financial statements are required to have been delivered under this Agreement.


 


“Consolidated
Interest Expense” shall mean, for the Borrower and its Subsidiaries for any period, determined on a consolidated basis
in accordance with GAAP, the sum of (i) total interest expense, including, without limitation, the interest component of any payments
in respect of Capital Lease Obligations, capitalized or expensed during such period (whether or not actually paid during such period)
plus (ii) the net amount payable or expensed or deducted in calculating Consolidated Net Income (or minus the net amount receivable)
with respect to Hedging Transactions during such period (whether or not actually paid or received during such period); provided
that for each period ending prior to the first anniversary of the Closing Date, the amounts under clauses (i) and (ii) of this
definition shall be measured from the Closing Date through the last day of such period, divided by the number of days in such period,
and multiplied by 365.


 


“Consolidated
Lease Expense” shall mean, for the Borrower and its Subsidiaries for any period, the aggregate amount of fixed and contingent
rentals expensed with respect to leases of real and personal property (excluding Capital Lease Obligations) for such period determined
on a consolidated basis in accordance with GAAP.


 


“Consolidated
Net Income” shall mean, for the Borrower and its Subsidiaries for any period, the net income (or loss) of the Borrower
and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP (including, for the avoidance of
doubt, all Associated Practices in accordance with Section 1.3(b)), but excluding therefrom (to the extent otherwise included
therein):


 


(i)          any
extraordinary gains or losses (as determined by reference to GAAP immediately prior to giving effect to FASB’s Accounting
Standards Update No. 2015-01);


 


(ii)         any
gains attributable to write-ups of assets or the sale of assets (other than the sale of inventory in the ordinary course of business);


 


(iii)        other
than with respect to any Associated Practice, the net income of any Person (other than a Subsidiary) in which the Borrower or any
of its Subsidiaries has a joint interest with a third party or a minority interest, except to the extent such net income is actually
paid in cash to the Borrower or any of its Subsidiaries by dividend or other distribution during such period;


 






    11


     


    

 


(iv)        the
income of any Subsidiary that is not a Loan Party to the extent that the declaration or payment of dividends or similar distributions
by such Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule or governmental regulation applicable to such Subsidiary; and


 


(v)         any
income (or loss) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the Borrower
or any Subsidiary or the date that such Person’s assets are acquired by the Borrower or any Subsidiary


 


; provided that any payments or
other amounts received by the Borrower or any Subsidiary from CMS pursuant to the “NextGen ACO shared savings program”
shall be treated as income for purposes of calculating Consolidated Net Income.


 


“Consolidated
Total Assets” means the consolidated total assets of the Borrower and its Subsidiaries determined in accordance with
GAAP as of the date of the financial statements most recently delivered pursuant to Section 5.1.


 


“Consolidated
Total Net Debt” shall mean, as of any date, (i) all Indebtedness of the Borrower and its Subsidiaries measured on a consolidated
basis as of such date, but excluding Indebtedness of the type described in subsection (xi) of the definition thereof minus
(ii) the amount of Qualified Cash as of such date in an amount not to exceed $25,000,000.


 


“Consolidated
Total Net Leverage Ratio” shall mean, as of any date, the ratio of (i) Consolidated Total Net Debt as of such date to
(ii) Consolidated EBITDA for the four consecutive Fiscal Quarters ending on or immediately prior to such date for which financial
statements are required to have been delivered under this Agreement.


 


“Continuing
Director” shall mean, with respect to any period, any individuals (A) who were members of the board of directors or other
equivalent governing body of the Borrower on the first day of such period, (B) whose election or nomination to that board or equivalent
governing body was approved by individuals referred to in clause (A) above constituting at the time of such election or nomination
at least a majority of that board or equivalent governing body, or (C) whose election or nomination to that board or other equivalent
governing body was approved by individuals referred to in clauses (A) and (B) above constituting at the time of such election or
nomination at least a majority of that board or equivalent governing body.


 


“Contractual
Obligation” of any Person shall mean any provision of any security issued by such Person or of any agreement, instrument
or undertaking under which such Person is obligated or by which it or any of the property in which it has an interest is bound.


 


“Control Account
Agreement” shall mean any tri-party agreement by and among a Loan Party, the Administrative Agent and a depositary bank
or securities intermediary at which such Loan Party maintains a Controlled Account, in each case in form and substance satisfactory
to the Administrative Agent.


 


“Controlled
Account” shall have the meaning set forth in Section 5.11.


 


“Copyright”
shall have the meaning assigned to such term in the Guaranty and Security Agreement.


 






    12


     


    

 


“Copyright
Security Agreement” shall mean any Copyright Security Agreement executed by a Loan Party owning registered Copyrights
or applications for Copyrights in favor of the Administrative Agent for the benefit of the Secured Parties, both on the Closing
Date and thereafter.


 


“Covenant
Holiday” shall have the meaning set forth in Section 6.1.


 


“Current Assets”
shall mean, with respect to any Person, all current assets of such Person as of any date of determination calculated in accordance
with GAAP, but excluding cash, cash equivalents and debts due from Affiliates.


 


“Current Liabilities”
shall mean, with respect to any Person, all liabilities of such Person that should, in accordance with GAAP, be classified as current
liabilities as of any date of determination, and in any event including all Indebtedness payable on demand or within one year from
such date of determination without any option on the part of the obligor to extend or renew beyond such year and all accruals for
federal or other taxes based on or measured by income and payable within such year, but excluding the current portion of long-term
debt required to be paid within one year and the aggregate outstanding principal balance of the Revolving Loans and the Swingline
Loans.


 


“Debtor Relief
Laws” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy,
assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor
relief Laws of the United States or other applicable jurisdictions from time to time in effect.


 


“Default”
shall mean any condition or event that, with the giving of notice or the lapse of time or both, would constitute an Event of Default.


 


“Default Interest”
shall have the meaning set forth in Section 2.13(c).


 


“Defaulting
Lender” shall mean, subject to Section 2.26(c), any Lender that (a) has failed to (i) fund all or any portion
of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies
the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that
one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be
specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any Issuing Bank, any
Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation
in Letters of Credit or Swingline Loans) within two (2) Business Days of the date when due, (b) has notified the Borrower, the
Administrative Agent or any Issuing Bank or Swingline Lender in writing that it does not intend to comply with its funding obligations
hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s
obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition
precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such
writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the
Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with
its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant
to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has
a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed
for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged
with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other
state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-in Action; provided
that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that
Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not
result in or provide such Lender 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 Lender (or such Governmental Authority) to reject, repudiate,
disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender
is a Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such
Lender shall be deemed to be a Defaulting Lender (subject to Section 2.26(b)) upon delivery of written notice of such determination
to the Borrower, each Issuing Bank, each Swingline Lender and each Lender.


 






    13


     


    

 


“Dollar(s)”
and the sign “$” shall mean lawful money of the United States.


 


“Domestic
Subsidiary” shall mean each Subsidiary of the Borrower that is organized under the laws of the United States or any state
or district thereof.


 


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


 


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


 


“EEA Resolution
Authority” shall mean 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.


 


“Eligible
Assignee” shall mean any Person that meets the requirements to be an assignee under Section 10.4 (subject to such
consents, if any, as may be required under Section 10.4(b)(iii)).


 


“Environmental
Indemnity” shall mean each environmental indemnity made by each Loan Party with Real Estate required to be pledged as
Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, in each case in form and substance satisfactory
to the Administrative Agent.


 


“Environmental
Laws” shall mean all applicable laws, 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, preservation or reclamation of natural resources, the management, Release or threatened Release of any Hazardous
Material or to health and safety matters concerning exposure to Hazardous Materials.


 


“Environmental
Liability” shall mean any liability, contingent or otherwise (including any liability for damages, costs of environmental
investigation and remediation, costs of administrative oversight, fines, natural resource damages, penalties or indemnities), of
the Borrower or any of its Subsidiaries directly or indirectly resulting from or based upon (i) any actual or alleged violation
of any Environmental Law, (ii) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials,
(iii) any actual or alleged exposure to any Hazardous Materials, (iv) the Release or threatened Release of any Hazardous Materials
or (v) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to
any of the foregoing.


 






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“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statute and the
regulations promulgated and rulings issued thereunder.


 


“ERISA Affiliate”
shall mean any person that for purposes of Title I or Title IV of ERISA or Section 412 of the Code would be deemed at any relevant
time to be a “single employer” or otherwise aggregated with the Borrower or any of its Subsidiaries under Section 414(b),
(c), (m) or (o) of the Code or Section 4001 of ERISA.


 


“ERISA Event”
shall mean (i) any “reportable event” as defined in Section 4043 of ERISA with respect to a Plan (other than an event
as to which the PBGC has waived under subsection .22, .23, .25, .27 or .28 of PBGC Regulation Section 4043 the requirement of Section
4043(a) of ERISA that it be notified of such event); (ii) any failure to make a required contribution to any Plan that would result
in the imposition of a lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068
of ERISA, or the arising of such a lien or encumbrance, there being or arising any “unpaid minimum required contribution”
or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle
B of Title 1 of ERISA), whether or not waived, or any filing of any request for or receipt of a minimum funding waiver under Section
412 of the Code or Section 303 of ERISA with respect to any Plan or Multiemployer Plan, or that such filing may be made, or any
determination that any Plan is, or is expected to be, in at-risk status under Title IV of ERISA; (iii) any incurrence by the Borrower,
any of its Subsidiaries or any of their respective ERISA Affiliates of any liability under Title IV of ERISA with respect to any
Plan or Multiemployer Plan (other than for premiums due and not delinquent under Section 4007 of ERISA); (iv) any institution of
proceedings, or the occurrence of an event or condition which would reasonably be expected to constitute grounds for the institution
of proceedings by the PBGC, under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer,
any Plan; (v) any incurrence by the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates of any liability
with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan, or the receipt by the Borrower, any of
its Subsidiaries or any of their respective ERISA Affiliates of any notice that a Multiemployer Plan is in endangered or critical
status under Section 305 of ERISA; (vi) any receipt by the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates
of any notice, or any receipt by any Multiemployer Plan from the Borrower, any of its Subsidiaries or any of their respective ERISA
Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or
is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; (vii) engaging in a non-exempt prohibited
transaction within the meaning of Section 4975 of the Code or Section 406 of ERISA; or (viii) any filing of a notice of intent
to terminate any Plan if such termination would require material additional contributions in order to be considered a standard
termination within the meaning of Section 4041(b) of ERISA, any filing under Section 4041(c) of ERISA of a notice of intent to
terminate any Plan, or the termination of any Plan under Section 4041(c) of ERISA.


 


“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, bears interest
at a rate determined by reference to the Adjusted LIBO Rate.


 


“Event of
Default” shall have the meaning set forth in Section 8.1.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended and in effect from time to time.


 






    15


     


    

 





“Excluded
Accounts” shall mean, collectively, (a) any zero-balance accounts, (b) any payroll, withholding tax and other fiduciary
or escrow accounts, in each case solely to the extent such accounts contain only amounts designated for payment of payroll, withholding
tax and other fiduciary or escrow liabilities, (c) refund accounts, solely to the extent such accounts contain amounts designated
for refunds to patients, Governmental Authorities or Third Party Payors; (d) third party administrator accounts, solely to the
extent such accounts contain amounts related to the administration of payment and collections for physicians (other than management
fees relating to such administration); (e) accounts containing payments from CMS that have not yet been applied to claims; (f)
any accounts owned exclusively by Excluded Subsidiaries; and (g) any other accounts as long as the aggregate monthly average daily
balance for all such Loan Parties in all such other accounts does not exceed $500,000 at any time.


 


“Excluded
Property” shall mean, collectively:


 


(i)          any
fee-owned real property which has a fair market value of less than $7,500,000 and any leasehold real property;


 


(ii)         commercial
tort claims reasonably expected to result in recovery of less than $1,000,000 individually;


 


(iii)        any
governmental or regulatory licenses, to the extent that, and for so long as, the grant (or perfection) of a security interest therein,
or the assignment thereof, is prohibited or restricted thereby or under applicable law or would require a governmental consent
that has not been obtained after the Borrower’s use of commercially reasonable efforts to obtain such consent (in each case,
after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or similar applicable laws that
would have a similar effect); provided that nothing in this clause (iii) shall prohibit the pledge or grant of security
in the proceeds of such licenses;


 


(iv)        any
particular asset (including the Capital Stock of any direct Subsidiary held by the Borrower or any Guarantor) or right under contract
to the extent that, and for so long as, the pledge thereof or a security interest therein (A) is prohibited or restricted by applicable
law, including any regulation applicable to the Loan Parties’ line of business, or (B) would violate the terms of any agreement
(including, without limitation, any purchase money security interest or similar arrangement permitted by the loan documentation)
that is legally binding on the Borrower or any Guarantor or any Regulated Entity (in each case, after giving effect to the applicable
anti-assignment provisions of the Uniform Commercial Code or similar applicable laws that would have a similar effect); provided
that nothing in this clause (iv) shall prohibit the pledge or grant of security in the proceeds of such assets or rights to such
proceeds;


 


(v)         any
margin stock;


 


(vi)        any
intent-to-use trademark application prior to the filing of a “Statement of Use”, “Amendment to Allege Use”
or similar filing with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which the
grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under
applicable law;


 


(vii)       any
motor vehicles, aircraft and other similar assets subject to certificates of title or ownership (except to the extent a security
interest therein can be perfected by the filing of a UCC financing statement);


 






    16


     


    

 


(viii)      any
Excluded Accounts; and


 


(ix)         any
other assets if, and for so long as, in the reasonable judgment of the Administrative Agent (in consultation with the Borrower),
the cost or burden of creating or perfecting a pledge or security interest in such assets is excessive in relation of the benefits
afforded to the Lenders.


 


“Excluded
Subsidiary” shall mean any: (a) Subsidiary of the Borrower with respect to which the provision of a guaranty by
such Subsidiary would result in material adverse tax consequences, as reasonably determined by the Borrower in consultation with
the Administrative Agent; (b) Subsidiary of the Borrower that is a captive insurance subsidiary; (c) not-for-profit Subsidiary
of the Borrower; (d) Subsidiary of the Borrower that is a special purpose entity; (e) Subsidiary of the Borrower that is prohibited
by applicable laws or contractual obligation (other than with any Affiliate of any Loan Party) from guaranteeing the Obligations
or with respect to which any consent, approval, license or authorization from any Governmental Authority would be required for
the provision of any such guarantee in each case so long as the Administrative Agent shall have received a certification from a
Responsible Officer of the Borrower as to the existence of such applicable law or required consent, approval, license or authorization
upon the Administrative Agent’s request for such a certificate, provided, that (i) in the case of such guarantee being
prohibited due to a contractual obligation, such contractual obligation shall have been in place on the Closing Date or, if later,
at the time such Subsidiary became a Subsidiary, and shall not have been created or amended in contemplation of or in connection
with such Person becoming a Subsidiary, and (ii) to the extent any such prohibition is capable of being overcome or eliminated,
the Loan Parties shall use commercially reasonable efforts for a period not to exceed ninety (90) days to overcome or eliminate
any such prohibition and each such Subsidiary shall cease to be an Excluded Subsidiary if such prohibition shall cease to exist
or apply; and (f) any Immaterial Subsidiary. For the avoidance of doubt, it is understood and agreed that APA ACO, Inc. shall be
deemed to be an Excluded Subsidiary pursuant to clause (e) of the foregoing definition for so long as the Borrower, in consultation
with its healthcare counsel, reasonably determines there to be prohibition under applicable law; provided that the Collateral
shall include a pledge of 100% of the Capital Stock of APA ACO, Inc. so long as such pledge does not result in an “assignment”
or “change in control” (in each case as such term is defined by CMS) under the Next Generation ACO Model Participation
Agreement dated December 15, 2016 and is not otherwise “Excluded Property” pursuant to clause (iv) of the definition
thereof (and it being understood and agreed that the Administrative Agent shall receive CMS’ consent prior to exercising
any remedies with respect to the pledge described in this proviso).


 


“Excluded
Swap Obligation” shall mean, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a
portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation
(or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity
Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure
for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time
the Guarantee of such Guarantor becomes effective with respect to such related Swap Obligation. If a Swap Obligation arises under
a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is
attributable to swaps for which such Guarantee or security interest is or becomes illegal.


 


“Excluded
Taxes” shall mean any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or
deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes,
and branch profits Taxes, in each case, (i) imposed as a result of 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 any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, 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 Loan or Commitment
pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant
to an assignment request by the Borrower under Section 2.25) or (ii) such Lender changes its lending office, except in each
case to the extent that, pursuant to Section 2.20, 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,
(c) Taxes attributable to such Recipient’s failure to comply with Section 2.20 and (d) any U.S. federal withholding
Taxes imposed under FATCA.


 






    17


     


    

  


“Existing
Credit Agreements” shall mean, collectively, (i) that certain Business Loan Agreement, dated as of June 14, 2018,
between NMM and Preferred Bank, as amended, (ii) that certain Line of Credit Agreement, dated as of September 5, 2018, between
NMM and Preferred Bank, as amended, and (iii) that certain Business Loan Agreement, dated as of April 7, 2017, between APC
and Preferred Bank, as amended.


 


“Existing
Lenders” shall mean all lenders parties to the Existing Credit Agreement on the Closing Date.


 


“Existing
Letters of Credit” means the letters of credit issued and outstanding under the Existing Credit Agreement as set forth
on Schedule 2.22.


 


“FATCA”
shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is
substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations
thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.


 


“Federal Funds
Rate” shall mean, for any day, the rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal
to the weighted average of the rates on overnight Federal funds transactions with member banks of the Federal Reserve System, as
published by the Federal Reserve Bank of New York on the next succeeding Business Day or, if such rate is not so published for
any Business Day, the Federal Funds Rate for such day shall be the average (rounded upwards, if necessary, to the next 1/100 of
1%) of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of
recognized standing selected by the Administrative Agent. For purposes of this Agreement, the Federal Funds Rate shall not be less
than zero percent (0%).


 


“Fee Letter”
shall mean that certain fee letter, dated as of August 14, 2019 executed by SunTrust Robinson Humphrey, Inc. and consented to by
the Borrower.


 


“Fiscal Quarter”
shall mean any fiscal quarter of the Borrower.


 


“Fiscal Year”
shall mean any fiscal year of the Borrower.


 


“Flood Insurance
Laws” shall mean, collectively, (i) the 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.


 






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“Foreign Lender”
shall mean (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person,
a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax
purposes.


 


“Foreign Subsidiary”
shall mean each Subsidiary of the Borrower that is organized under the laws of a jurisdiction other than one of the fifty states
of the United States or the District of Columbia.


 


“Future Approved
Entity Investment” shall mean any secured loan made by the Borrower to an Approved Entity after the Closing Date with
terms and structure substantially similar to the AP-AMH Loan (other than the total debt amount, loan term and interest rate); provided
that it is understood and agreed that the underlying use of proceeds and collateral securing any such loan may differ from the
use of proceeds and collateral securing the AP-AMH Loan made on the Closing Date so long as the conditions set forth in Section
7.4 to any such Future Approved Entity Investment are satisfied.


 


“GAAP”
shall mean generally accepted accounting principles in the United States applied on a consistent basis and subject to the terms
of Section 1.3.


 


“Governmental
Authority” shall mean the government of the United States or 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 (including
any supra-national bodies such as the European Union or the European Central Bank), it being understood and agreed that the foregoing
definition shall include any agency, branch or other governmental body charged with the responsibility and/or vested with the authority
to administer and/or enforce any Healthcare Laws, including any Medicare or Medicaid contractors, intermediaries or carriers.


 


“Governmental
Authorization” means any permit, license, authorization, certification, registration, approval, plan, directive, consent
order or consent decree of or from any Governmental Authority.


 


“Guarantee”
of or by any Person (the “guarantor”) shall mean 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, direct or indirect, of the guarantor (i) 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, (ii) 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, (iii) 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 (iv) as an account party in respect of any letter of credit
or letter of guaranty issued in support of 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 shall be deemed
to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made
or, if not so stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is
required to perform thereunder) as determined by such Person in good faith. The term “Guarantee” used as a verb has
a corresponding meaning.


 


“Guarantor”
shall mean each of the Subsidiary Loan Parties.


 






    19


     


    

 


“Guaranty
and Security Agreement” shall mean the Guaranty and Security Agreement, dated as of the date hereof and substantially
in the form of Exhibit B, made by the Loan Parties in favor of the Administrative Agent for the benefit of the Secured Parties.


 


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


 


“Healthcare
Laws” means all applicable federal and state healthcare Laws relating to the provision of clinical care or management,
leasing, or provision of goods and services to medical clinics or medical practices that provide medical services, including, without
limitation, (a) all fraud and abuse Laws (including, without limitation, the following statutes, as amended, modified or supplemented
from time to time and any successor statutes thereto and regulations promulgated from time to time thereunder: (i) the federal
Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)); (ii) the civil False Claims Act (31 U.S.C. § 3729 et seq.); Sections
1320a-7,1320a-7a and 1320a-7b of Title 42 of the United States Code; (iii) the Emergency Medical Treatment and Labor Act (42 U.S.C.
§ 1395dd), Sections 1320a-7 and 1320a-71 of Title 42 of the United States Code; and (iv) the Ethics in Patient Referrals Act
(42 U.S.C. § 1395nn),; (b) the Health Insurance Portability and Accountability Act of 1996, as amended by the HITECH Act,
and as otherwise may be amended from time to time; (c) (i) Medicare and the regulations promulgated thereunder, (ii) Medicaid and
the regulations promulgated thereunder, (iii) TRICARE (10 U.S.C. Section 1071 et seq.) or (iv) other analogous state or federal
programs; (d) the Health Information Technology for Economic and Clinical Health Act provisions of the American Recovery and Reinvestment
Act of 2009, Pub. Law No. 111-5 and its implementing regulations 42 C.F.R. §§ 412, 413, 422 and 495; (e) quality, safety
and accreditation standards and requirements of all applicable state laws or regulatory bodies; (f) requirements of Law relating
to the ownership or operation of a healthcare facility or business, or assets used in connection therewith and restrictions on
the corporate practice of medicine, corporate practice of nursing, professional fee-splitting, office-based medical procedures,
anesthesia requirements and the provision of management or administrative services to medical practices; (g) requirements of Law
relating to the billing or submission of claims, collection of accounts, underwriting the cost of, or provision of management or
administrative services in connection with, any and all of the foregoing.


 


“Healthcare
Permits” means all material and applicable healthcare related licenses, permits, approvals, registrations, certifications,
accreditations, contracts, consents, qualifications and authorizations necessary for the lawful conduct of each of the Borrower’s,
its Subsidiaries’ and the Associated Practices’ respective businesses pursuant to all applicable Healthcare Laws.


 


“Hedge Termination
Value” shall mean, in respect of any one or more Hedging Transactions, after taking into account the effect of any legally
enforceable netting agreement relating to such Hedging Transactions, (a) for any date on or after the date such Hedging Transactions
have been closed out and termination value(s) determined in accordance therewith, such termination value(s) and (b) for any date
prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Hedging Transactions,
as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such
Hedging Transactions (which may include a Lender or any Affiliate of a Lender).


 


“Hedging Obligations”
of any Person shall mean any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created,
arising, evidenced or acquired under (i) any and all Hedging Transactions, (ii) any and all cancellations, buy backs, reversals,
terminations or assignments of any Hedging Transactions and (iii) any and all renewals, extensions and modifications of any Hedging
Transactions and any and all substitutions for any Hedging Transactions.


 






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“Hedging Transaction”
of any Person shall mean (a) any transaction (including an agreement with respect to any such transaction) now existing or hereafter
entered into by such Person that is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap,
commodity option, equity or equity index swap or option, bond option, interest rate option, foreign exchange transaction, cap transaction,
floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, spot transaction,
credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction,
repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, or any other
similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether or not
any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related
confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the
International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master
agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such
obligations or liabilities under any Master Agreement.


 


“HIPAA”
means, collectively, (a) the Health Insurance Portability and Accountability Act of 1996, 42 U.S.C. §§ 1320d-1320d-8,
as amended by the HITECH Act, and any regulations adopted thereunder; and (b) the Health Information Technology for Economic and
Clinical Health Act (Title XIII of the American Recovery and Reinvestment Act of 2009 in each case with respect to the laws described
in clauses (a) and (b) of this definition, as the same may be amended, modified or supplemented from time to time, any successor
statutes thereto, any and all rules or regulations promulgated from time to time thereunder.


 


“Historical
Financial Statements” shall mean copies of (a) the internally prepared quarterly financial statements of the Borrower
and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended June 30, 2019 and (b) the audited consolidated financial
statements for the Borrower and its Subsidiaries for the Fiscal Years ended December 31, 2017 and December 31, 2018, in each case
from BDO USA, LLP.


 


“Immaterial
Subsidiary” shall mean, on any date of determination, any Subsidiary of the Borrower that, together with its Subsidiaries,
(i) generated less than 5.0% of revenue of the Borrower and its Subsidiaries for the most recent four (4) consecutive Fiscal Quarter
period for which financial statements have been delivered (or are required to have been delivered) pursuant to Section 5.1(b)
and (ii) has total assets (including Capital Stock in other Subsidiaries and excluding investments that are eliminated in consolidation)
of less than 5.0% of Consolidated Total Assets as reflected in the financial statements most recently delivered pursuant to Section
5.1(b). For the avoidance of doubt, as of the Closing Date, Allied Physicians ACO, LLC, APCN-ACO, Inc., 99 Medical Equipment,
Healthcare Supplies & Wheelchair Center, ApolloMed Accountable Care Organization, Inc., Apollo Medical Management, Inc., ApolloMed
Laboratories, Inc., ApolloMed Imaging, Inc., Apollo Care Connect, Inc., Pulmonary Critical Care Management, Inc., Verdugo Medical
Management, Inc., Apollo Palliative Services LLC, Best Choice Hospice Care, LLC, Holistic Care Home Health Agency, Inc., Allied
Pacific Hospice LLC and Concourse Diagnostic and Surgery Center, LLC shall each be an Immaterial Subsidiary; provided that
each of the foregoing shall at all times be subject to the thresholds in the foregoing definition and the thresholds and covenants
set forth in Section 5.12.


 


“Increasing
Lender” shall have the meaning set forth in Section 2.23.


 


“Incremental
Commitment” shall have the meaning set forth in Section 2.23.


 


“Incremental
Revolving Commitment” shall have the meaning set forth in Section 2.23.


 






    21


     


    

 


“Incremental
Term Loan” shall have the meaning set forth in Section 2.23.


 


“Indebtedness”
of any Person shall mean, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person in respect of the
deferred purchase price of property or services (other than trade payables and management fees incurred in the ordinary course
of business; provided that, for purposes of Section 8.1(g), trade payables and management fees overdue by more than
120 days shall be included in this definition except to the extent that any of such trade payables are being disputed in good faith
and by appropriate measures), (iv) all obligations of such Person under any conditional sale or other title retention agreement(s)
relating to property acquired by such Person, (v) all Capital Lease Obligations of such Person, (vi) all obligations, contingent
or otherwise, of such Person in respect of letters of credit, acceptances or similar extensions of credit, (vii) all Guarantees
of such Person of the type of Indebtedness described in clauses (i) through (vi) above, (viii) all Indebtedness of a third party
secured by any Lien on property owned by such Person, whether or not such Indebtedness has been assumed by such Person, (ix) all
obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any Capital Stock
of such Person, (x) all Off-Balance Sheet Liabilities and (xi) all net Hedging Obligations. For all purposes hereof, the Indebtedness
of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation
or limited liability company or the foreign equivalent thereof) in which such Person is a general partner or a joint venturer,
unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Hedging Transaction
on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of Indebtedness of any Person
for purposes of clause (viii) that is expressly made nonrecourse or limited-recourse (limited solely to the assets securing such
Indebtedness) to such Person shall be deemed to be equal to the lesser of (a) the aggregate unpaid amount of such Indebtedness
and (b) the fair market value of the property encumbered thereby as determined by such Person in good faith; provided that
none of the following shall constitute Indebtedness of any Person: (x) obligations or liabilities of any Person for unissued
equity shares, deferred revenue, deferred or subordinated management fees, deferred taxes or other similar accrued or deferred
expenses (other than deferred purchase price payments of any kind as set forth above), in each case arising in the ordinary course
of business, (y) “incurred but not reported” liabilities and (z) obligations or liabilities of any Person
to CMS owed in the ordinary course of business, but any such obligations or liabilities under this clause (z) shall constitute
Indebtedness if overdue by more than 10 Business Days (other than to the extent contested in good faith).


 


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


 


“Interest
Period” shall mean with respect to any Eurodollar Borrowing, a period of one, two, three or six months; provided that:


 


(x)          the
initial Interest Period for such Borrowing shall commence on the date of such Borrowing (including the date of any conversion from
a Borrowing of another Type), and each Interest Period occurring thereafter in respect of such Borrowing shall commence on the
day on which the next preceding Interest Period expires;


 


(xi)         if
any Interest Period would otherwise end on a day other than a Business Day, such Interest Period shall be extended to the next
succeeding Business Day, unless such Business Day falls in another calendar month, in which case such Interest Period would end
on the immediately preceding Business Day;


 






    22


     


    

 


(xii)        any
Interest Period which begins on the last Business Day of a calendar month or on a day for which there is no numerically corresponding
day in the calendar month at the end of such Interest Period shall end on the last Business Day of such calendar month;


 


(xiii)       each
principal installment of the Term Loans shall have an Interest Period ending on each installment payment date and the remaining
principal balance (if any) of the Term Loans shall have an Interest Period determined as set forth above; and


 


(xiv)      no
Interest Period may extend beyond the Revolving Commitment Termination Date, unless on the Revolving Commitment Termination Date
the aggregate outstanding principal amount of Term Loans is equal to or greater than the aggregate principal amount of Eurodollar
Loans with Interest Periods expiring after such date, and no Interest Period may extend beyond the Maturity Date.


 


“Investment
Consideration” shall mean, collectively, (A) the aggregate purchase consideration for an Acquisition and all other payments
(but excluding any related acquisition fees, costs and expenses incurred in connection with any Acquisition), directly or indirectly,
by any Person in exchange for, or as part of, or in connection with, an Acquisition, whether paid in cash or cash equivalents or
by exchange of equity interests or of any property or by the assumption of Indebtedness of the target, business unit or asset group
acquired or proposed to be acquired in any such Acquisition or otherwise and whether payable prior to, as of the consummation of,
or after any such Acquisition, including any earn-outs and deferred payment obligations (whether contingent or otherwise), (B)
the aggregate amount of all loans made by the Borrower to an Approved Entity in the case of any Future Approved Entity Investment
and (C) the aggregate amount of all loans made by the Borrower to any Subsidiary or Associated Practice to fund Permitted Acquisitions
or other Investments; provided, that Investment Consideration shall not include (a) any consideration or payment paid by
the Borrower or any of its Subsidiaries (i) with the net cash proceeds from any substantially concurrent issuance of Capital Stock
of the Borrower to its shareholders and/or (ii) in the form of Capital Stock of the Borrower and (b) cash and cash equivalents
acquired by the Borrower or any of its Subsidiaries as part of the applicable Investment.


 


“Investments”
shall have the meaning set forth in Section 7.4.


 


“IRS”
shall mean the United States Internal Revenue Service.


 


“Issuing Banks”
shall mean SunTrust Bank in its capacity as the issuer of Letters of Credit pursuant to Section 2.22 together with any other
Lender as the Borrower may from time to time select as an Issuing Bank hereunder pursuant to Section 2.22; provided
that such Lender has agreed to be an Issuing Bank.


 


“Knowledge”
of Borrower shall mean the actual knowledge of any of the Borrower’s Responsible Officers.


 


“LC Commitment”
shall mean that portion of the Aggregate Revolving Commitments that may be used by the Borrower for the issuance of Letters of
Credit in an aggregate face amount not to exceed $25,000,000.


 


“LC Disbursement”
shall mean a payment made by any Issuing Bank pursuant to a Letter of Credit.


 


“LC Documents”
shall mean all applications, agreements and instruments relating to the Letters of Credit but excluding the Letters of Credit.


  



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“LC Exposure”
shall mean, at any time, the sum of (i) the aggregate undrawn amount of all outstanding Letters of Credit at such time, plus
(ii) the aggregate amount of all LC Disbursements that have not been reimbursed by or on behalf of the Borrower at such time. The
LC Exposure of any Lender shall be its Pro Rata Share of the total LC Exposure at such time. Unless otherwise specified herein,
the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such
time; provided, that with respect to any Letter of Credit that, by its terms or any document related thereto, provides for
one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum
stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is
in effect at such time.


 


“Lender-Related
Hedge Provider” means any Person that, at the time it enters into a Hedging Transaction with any Loan Party, (i) is a
Lender or an Affiliate of a Lender and (ii) except when the Lender-Related Hedge Provider is SunTrust Bank or any of its Affiliates,
has provided prior written notice to the Administrative Agent which has been acknowledged by the Borrower of (x) the existence
of such Hedging Transaction and (y) the methodology to be used by such parties in determining the obligations under such Hedging
Transaction from time to time. In no event shall any Lender-Related Hedge Provider acting in such capacity be deemed a Lender for
purposes hereof to the extent of and as to Hedging Obligations except that each reference to the term “Lender” in Article
IX and Section 10.3(b) shall be deemed to include such Lender-Related Hedge Provider. In no event shall the approval
of any such Person in its capacity as Lender-Related Hedge Provider be required in connection with the release or termination of
any security interest or Lien of the Administrative Agent.


 


“Lenders”
shall have the meaning set forth in the introductory paragraph hereof and shall include, where appropriate, the Swingline Lender,
each Increasing Lender and each Additional Lender that joins this Agreement pursuant to Section 2.23.


 


“Letter of
Credit” shall mean any stand-by letter of credit issued pursuant to Section 2.22 by any Issuing Bank for the account
of the Borrower pursuant to the LC Commitment and any Existing Letter of Credit.


 


“Lien”
shall mean any mortgage, pledge, security interest, lien (statutory or otherwise), charge, encumbrance, hypothecation, assignment,
deposit arrangement, or other arrangement having the practical effect of any of the foregoing or any preference, priority or other
security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title
retention agreement and any capital lease having the same economic effect as any of the foregoing).


 


“Loan Documents”
shall mean, collectively, this Agreement, the Collateral Documents, the LC Documents, the Fee Letter, all Notices of Revolving
Borrowing, all Notices of Swingline Borrowing, all Notices of Conversion/Continuation, all Compliance Certificates, any promissory
notes issued hereunder and any and all other instruments, agreements, documents and writings executed in connection with any of
the foregoing.


 


“Loan Parties”
shall mean the Borrower and the Subsidiary Loan Parties.


 


“Loans”
shall mean all Revolving Loans, Swingline Loans and Term Loans in the aggregate or any of them, as the context shall require, and
shall include, where appropriate, any loan made pursuant to Section 2.23.


 






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“Management
Services Agreements” shall mean, collectively, each management services agreement between an Associated Practice and
a Loan Party, and any other similar services agreements, including administrative services agreements, between the Borrower or
its Subsidiaries and Associated Practices pursuant to which the Borrower or such Subsidiaries provide non-clinical management services
to such Associated Practices, which such agreements shall be in form and substance reasonably satisfactory to Administrative Agent.


 


“Material
Adverse Effect” shall mean, with respect to any event, act, condition or occurrence of whatever nature (including any
adverse determination in any litigation, arbitration, or governmental investigation or proceeding), whether singularly or in conjunction
with any other event or events, act or acts, condition or conditions, occurrence or occurrences whether or not related, resulting
in a material adverse change in, or a material adverse effect on, (i) the business, results of operations, financial condition,
assets, liabilities or prospects of the Borrower and its Subsidiaries taken as a whole, (ii) the ability of the Loan Parties to
perform any of their respective obligations under the Loan Documents, (iii) the rights and remedies of the Administrative Agent,
the Issuing Banks, the Swingline Lender or the Lenders under any of the Loan Documents or (iv) the legality, validity or enforceability
of any of the Loan Documents.


 


“Material
Agreements” shall mean (i) all agreements, indentures or notes governing the terms of any Material Indebtedness, (ii)
the Related Transaction Documents, (iii) the NMM-APC Management Services Agreement and (iv) each other agreement, document, contract,
indenture and instrument pursuant to which (A) any Loan Party or any of its Subsidiaries are obligated to make payments in any
twelve month period of $5,000,000 or more, (B) any Loan Party or any of its Subsidiaries expects to receive revenue in any twelve
month period of $5,000,000 or more and (C) a default, breach or termination thereof could reasonably be expected to result in a
Material Adverse Effect.


 


“Material
Associated Practice” shall mean, collectively, (i) any Associated Practice and (ii) any ambulatory surgery center (including,
for the avoidance of doubt, Concourse Diagnostic and Surgery Center, LLC), in each case of the foregoing clauses (i) and (ii),
solely to the extent that the accounts of any such Person would be required to be consolidated with those of the Borrower in the
Borrower’s consolidated financial statements if such financial statements were prepared in accordance with GAAP.


 


“Material
Indebtedness” shall mean any Indebtedness (other than the Loans and the Letters of Credit) of the Borrower or any of
its Subsidiaries individually or in an aggregate committed or outstanding principal amount exceeding the Threshold Amount. For
purposes of determining the amount of attributed Indebtedness from Hedging Obligations, the “principal amount” of any
Hedging Obligations at any time shall be the Net Mark-to-Market Exposure of such Hedging Obligations.


 


“Maturity
Date” shall mean, with respect to the Term Loans, the earlier of (i) September 11, 2024 and (ii) the date on which the
principal amount of all outstanding Term Loans have been declared or automatically have become due and payable (whether by acceleration
or otherwise).


 


“Moody’s”
shall mean Moody’s Investors Service, Inc.


 


“Mortgaged
Property” shall mean, collectively, the Real Estate subject to the Mortgages, including, but not limited to, any Real
Estate for which a Mortgage is required to be delivered after the date hereof pursuant to Section 5.13.


 


“Mortgages”
shall mean, collectively, each mortgage, deed of trust, trust deed, security deed, debenture, deed of immovable hypothec, deed
to secure debt or other real estate security documents delivered by any Loan Party to the Administrative Agent from time to time,
all in form and substance satisfactory to the Administrative Agent, as the same may be amended, amended and restated, extended,
supplemented, substituted or otherwise modified from time to time.


 






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“Multiemployer
Plan” shall mean any “multiemployer plan” as defined in Section 4001(a)(3) of ERISA, which is contributed
to by (or to which there is or may be an obligation to contribute of) the Borrower, any of its Subsidiaries or an ERISA Affiliate,
and each such plan for the five-year period immediately following the latest date on which the Borrower, any of its Subsidiaries
or an ERISA Affiliate contributed to or had an obligation to contribute to such plan.


 


“Net Mark-to-Market
Exposure” of any Person shall mean, as of any date of determination with respect to any Hedging Obligation, the excess
(if any) of all unrealized losses over all unrealized profits of such Person arising from such Hedging Obligation. “Unrealized
losses” shall mean the fair market value of the cost to such Person of replacing the Hedging Transaction giving rise to such
Hedging Obligation as of the date of determination (assuming such Hedging Transaction were to be terminated as of that date), and
“unrealized profits” shall mean the fair market value of the gain to such Person of replacing such Hedging Transaction
as of the date of determination (assuming such Hedging Transaction were to be terminated as of that date).


 


“NMM”
shall mean Network Medical Management, Inc., a California corporation.


 


“Non-Defaulting
Lender” shall mean, at any time, a Lender that is not a Defaulting Lender.


 


“Non-U.S.
Plan” shall mean any plan, fund (including, without limitation, any superannuation fund) or other similar program established,
contributed to (regardless of whether through direct contributions or through employee withholding) or maintained outside the United
States by the Borrower or one or more of its Subsidiaries primarily for the benefit of employees of the Borrower or such Subsidiaries
residing outside the United States, which plan, fund or other similar program provides, or results in, retirement income, a deferral
of income in contemplation of retirement, or payments to be made upon termination of employment, and which plan is not subject
to ERISA or the Code.


 


“Notice of
Borrowing” shall mean a Notice of Revolving Borrowing, a Notice of Swingline Borrowing, or the initial notice of borrowing
to be delivered on or prior to the Closing Date in connection with all Loans to be funded on the Closing Date, as the context may
require.


 


“Notice of
Conversion/Continuation” shall have the meaning set forth in Section 2.7(b).


 


“Notice of
Revolving Borrowing” shall have the meaning set forth in Section 2.3.


 


“Notice of
Swingline Borrowing” shall have the meaning set forth in Section 2.4.


 


“Obligations”
shall mean (a) all amounts owing by the Loan Parties to the Administrative Agent, the Issuing Banks, any Lender (including the
Swingline Lender) or the Arrangers pursuant to or in connection with this Agreement or any other Loan Document or otherwise with
respect to any Commitment, Loan or Letter of Credit including, without limitation, all principal, interest (including any interest
accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding
relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), reimbursement
obligations, fees, expenses, indemnification and reimbursement payments, costs and expenses (including all fees and expenses of
counsel to the Administrative Agent, the Issuing Banks and any Lender (including the Swingline Lender) incurred pursuant to this
Agreement or any other Loan Document), whether direct or indirect, absolute or contingent, liquidated or unliquidated, now existing
or hereafter arising hereunder or thereunder, (b) all Hedging Obligations owed by any Loan Party to any Lender-Related Hedge Provider,
and (c) all Bank Product Obligations, together with all renewals, extensions, modifications or refinancings of any of the foregoing;
provided, however, that with respect to any Guarantor, the Obligations shall not include any Excluded Swap Obligations.


 






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“OFAC”
shall mean the U.S. Department of the Treasury’s Office of Foreign Assets Control.


 


“Off-Balance
Sheet Liabilities” of any Person shall mean (i) any repurchase obligation or liability of such Person with respect to
accounts or notes receivable sold by such Person, (ii) any liability of such Person under any sale and leaseback transactions that
do not create a liability on the balance sheet of such Person, (iii) any Synthetic Lease Obligation or (iv) any obligation arising
with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not
constitute a liability on the balance sheet of such Person other than, in the case of this clause (iv), any operating lease,
including, for the avoidance of doubt, any other lease referred to in the proviso of the definition of “Capital Lease Obligations”.


 


“OSHA”
shall mean the Occupational Safety and Health Act of 1970, as amended from time to time, and any successor statute.


 


“Other Connection
Taxes” shall mean, with respect to any Recipient, Taxes imposed as a result of a present or former connection between
such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered,
become a party to, performed its obligations under, 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).


 


“Other Taxes”
shall mean all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any
payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of
a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes
imposed with respect to an assignment (other than an assignment made pursuant to Section 2.25).


 


“Parent Company”
shall mean, with respect to a Lender, the “bank holding company” as defined in Regulation Y, if any, of such Lender,
and/or any Person owning, beneficially or of record, directly or indirectly, a majority of the shares of such Lender.


 


“Participant”
shall have the meaning set forth in Section 10.4(d).


 


“Participant
Register” shall have the meaning set forth in Section 10.4(d).


 


“Patent”
shall have the meaning assigned to such term in the Guaranty and Security Agreement.


 


“Patent Security
Agreement” shall mean any Patent Security Agreement executed by a Loan Party owning Patents or licenses of Patents in
favor of the Administrative Agent for the benefit of the Secured Parties, both on the Closing Date and thereafter.


 


“Patriot Act”
means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001, Pub. L. 107-56.


 


“Payment Office”
shall mean the office of the Administrative Agent located at 303 Peachtree Street, N.E., Atlanta, Georgia 30308, or such other
location as to which the Administrative Agent shall have given written notice to the Borrower and the Lenders.


 






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“PBGC”
shall mean the U.S. Pension Benefit Guaranty Corporation referred to and defined in ERISA, and any successor entity performing
similar functions.


 


“Perfection
Certificate” shall have the meaning assigned to such term in the Guaranty and Security Agreement.


 


“Permitted
Acquisition” shall mean any Acquisition by a Loan Party that occurs when the following conditions have been satisfied:


 


(i)          before
and after giving effect to such Acquisition, no Default or Event of Default has occurred and is continuing or would result therefrom,
and all representations and warranties of each Loan Party set forth in the Loan Documents shall be and remain true and correct
in all material respects;


 


(ii)         before
and after giving effect to such Acquisition, on a Pro Forma Basis, the Borrower is in compliance with each of the covenants set
forth in Article VI, measuring Consolidated Total Net Debt for purposes of Section 6.1 as of the date of such Acquisition
and otherwise recomputing the covenants set forth in Article VI as of the last day of the most recently ended Fiscal
Quarter for which financial statements are required to have been delivered pursuant to Section 5.1(b) as if such Acquisition
had occurred, and, solely in the case of any such Acquisition in which the Investment Consideration is greater than $25,000,000,
the Borrower shall have delivered to the Administrative Agent a pro forma Compliance Certificate signed by a Responsible
Officer certifying to the foregoing at least 5 days prior to the date of the consummation of such Acquisition; provided
that solely in the case of any Acquisition for which the Investment Consideration is greater than $75,000,000, for purposes of
determining such pro forma compliance under Section 6.1, the Consolidated Total Net Leverage Ratio shall be deemed
to be the lesser of (A) the otherwise applicable Consolidated Total Net Leverage Ratio specified in the grid in Section 6.1
(without giving effect to any increase thereunder due to an existing Covenant Holiday) plus 0.50:1.00 and (B) 4.00:1.00;


 


(iii)        at
least 5 days prior to the date of the consummation of any such Acquisition in which the Investment Consideration is greater than
$40,000,000, the Borrower shall have delivered to the Administrative Agent notice of such Acquisition, together with historical
financial information and analysis with respect to the Person whose stock or assets are being acquired and copies of the acquisition
agreement and related documents (including financial information and analysis, environmental assessments and reports, opinions,
certificates and lien searches) and information reasonably requested by the Administrative Agent;


 


(iv)        such
Acquisition is consensual and approved by the board of directors (or the equivalent thereof) of the Person whose stock or assets
are being acquired;


 


(v)         the
Person or assets being acquired is in the same type of business conducted by the Borrower and its Subsidiaries on the date hereof
or any business reasonably related thereto;


 


(vi)        such
Acquisition is consummated in compliance with all Requirements of Law, and all consents and approvals from any Governmental Authority
or other Person required in connection with such Acquisition have been obtained;


 


(vii)       before
and after giving effect to such Acquisition and any Indebtedness incurred in connection therewith, each Loan Party is Solvent;


 






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(viii)      the
Borrower shall have executed and delivered, or caused its Subsidiaries to execute and deliver, all guarantees, Collateral Documents
and other related documents required under Section 5.12; and


 


(ix)         solely
with respect to any such Acquisition in which the Investment Consideration is greater than $25,000,000, the Borrower has delivered
to the Administrative Agent a certificate executed by a Responsible Officer certifying that each of the conditions set forth above
has been satisfied.


 


“Permitted
Encumbrances” shall mean:


 


(i)          Liens
imposed by law for taxes not yet due or which are being contested in good faith by appropriate proceedings diligently conducted
and with respect to which adequate reserves are being maintained in accordance with GAAP;


 


(ii)         statutory
Liens of landlords, carriers, warehousemen, mechanics, materialmen and other Liens imposed by law in the ordinary course of business
for amounts not yet due or which are being contested in good faith by appropriate proceedings diligently conducted and with respect
to which adequate reserves are being maintained in accordance with GAAP;


 


(iii)        pledges
and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and
other social security laws or regulations;


 


(iv)        deposits
to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and
other obligations of a like nature, in each case in the ordinary course of business;


 


(v)         judgment
and attachment liens not giving rise to an Event of Default or Liens created by or existing from any litigation or legal proceeding
that are currently being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate
reserves are being maintained in accordance with GAAP;


 


(vi)        customary
rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law
of banks or other financial institutions where the Borrower or any of its Subsidiaries maintains deposits (other than deposits
intended as cash collateral) in the ordinary course of business;


 


(vii)       easements,
zoning restrictions, rights-of-way and 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 materially detract from the value of the affected property or materially
interfere with the ordinary conduct of business of the Borrower and its Subsidiaries taken as a whole;


 


(viii)      (x)
Liens solely on any cash earnest money deposits made by the Borrower or any of its Subsidiaries and (y) restrictions on transfers
of assets that are subject to sale or transfer pursuant to purchase and sale arrangements, in each case, in connection with any
letter of intent or purchase and sale agreement permitted hereunder;


 






    29


     


    

 


(ix)         in
the case of any non-wholly owned Subsidiary or joint venture, any put and call arrangements or restrictions on disposition related
to its Capital Stock set forth in its organizational documents or any related joint venture or similar agreement;


 


(x)          licenses
and sublicenses of intellectual property granted by the Borrower or any of its Subsidiaries in the ordinary course of business
and not interfering in any material respect with the ordinary conduct of business of the Borrower or any of its Subsidiaries or
pursuant to the Tradename Licensing Agreement;


 


(xi)         leases
or subleases granted in the ordinary course of business to others not interfering in any material respect with the business of
the Borrower or any of its Subsidiaries and any interest or title of a lessor under any lease not in violation of this Agreement;


 


(xii)        Liens
arising from the rights of lessors under leases (including financing statements regarding property subject to lease) not in violation
of the requirements of this Agreement, provided that such Liens are only in respect of the property subject to, and secure only,
the obligations under the respective lease (and any other lease with the same or an affiliated lessor);


 


(xiii)       purported
Liens evidenced by the filing of precautionary Uniform Commercial Code financing statements relating solely to operating leases
of personal property entered into in the ordinary course of business;


 


(xiv)      Liens
(i) in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with
the importation of goods or (ii) on specific items of inventory or other goods and proceeds thereof of any Person securing such
Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such
person to facilitate the purchase, shipment or storage of such inventory or goods in the ordinary course of business;


 


(xv)       Liens
on insurance premium refunds and insurance proceeds granted in favor of insurance companies (or their financing affiliates) in
connection with the financing of insurance premiums;


 


(xvi)      rights
of consignors of goods, whether or not perfected by the filing of a financing statement under the Uniform Commercial Code; and


 


(xvii)     Liens
in favor of CMS on moneys paid by CMS pursuant to contractual arrangements between such Persons;


 


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


 


“Permitted
Investments” shall mean:


 


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


 


(ii)         commercial
paper having the highest rating, at the time of acquisition thereof, of S&P or Moody’s and in either case maturing within
six months from the date of acquisition thereof;


 






    30


     


    

 


(iii)        certificates
of deposit, bankers’ acceptances and time deposits maturing within 180 days of 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 or any state thereof which has a combined capital and surplus and undivided profits
of not less than $500,000,000;


 


(iv)        fully
collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (i) above and entered
into with a financial institution satisfying the criteria described in clause (iii) above;


 


(v)         mutual
funds investing solely in any one or more of the Permitted Investments described in clauses (i) through (iv) above; and


 


(vi)        any
similar investments approved in good faith by the board of directors of the Borrower as constituting cash equivalents.


 


“Permitted
Third Party Bank” shall mean Lender with whom any Loan Party maintains a Controlled Account and with whom a Control Account
Agreement has been executed.


 


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


 


“Physician
Shareholder Agreement” shall mean that certain Physician Shareholder Agreement, dated as of May 10, 2019 and effective
as of September 11, 2019, granted and delivered by Thomas Lam, M.D., in his capacity as the sole shareholder of AP-AMH, in favor
of NMM and the Borrower.


 


“Plan”
shall mean any “employee benefit plan” as defined in Section 3 of ERISA (other than a Multiemployer Plan) maintained
or contributed to by the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate has or may have an obligation
to contribute, and each such plan that is subject to Title IV of ERISA for the five-year period immediately following the latest
date on which the Borrower or any ERISA Affiliate maintained, contributed to or had an obligation to contribute to (or is deemed
under Section 4069 of ERISA to have maintained or contributed to or to have had an obligation to contribute to, or otherwise to
have liability with respect to) such plan.


 


“Platform”
means Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system.


 


“Pro Forma
Basis” shall mean, (i) with respect to any Person, business, property or asset acquired in a Permitted Acquisition or
other Acquisition permitted hereunder or otherwise approved in writing by the Required Lenders, the inclusion as “Consolidated
EBITDA” of the Consolidated EBITDA for such Person, business, property or asset as if such Acquisition had been consummated
on the first day of the applicable period, based on historical results accounted for in accordance with GAAP, and (ii) with respect
to any Person, business, property or asset sold, transferred or otherwise disposed of (including any prior Associated Practice
that ceased to be an Associated Practice during the applicable period), the exclusion from “Consolidated EBITDA” of
the portion of Consolidated EBITDA for such Person, business, property or asset so disposed of during such period as if such disposition
had been consummated on the first day of the applicable period, in accordance with GAAP.


 






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“Pro Rata
Share” shall mean (i) with respect to any Class of Commitment or Loan of any Lender at any time, a percentage, the numerator
of which shall be such Lender’s Commitment of such Class (or if such Commitment has been terminated or expired or the Loans
have been declared to be due and payable, such Lender’s Revolving Credit Exposure or Term Loan, as applicable), and the denominator
of which shall be the sum of all Commitments of such Class of all Lenders (or if such Commitments have been terminated or expired
or the Loans have been declared to be due and payable, all Revolving Credit Exposure or Term Loans, as applicable, of all Lenders)
and (ii) with respect to all Classes of Commitments and Loans of any Lender at any time, the numerator of which shall be the sum
of such Lender’s Revolving Commitment (or if such Revolving Commitment has been terminated or expired or the Loans have been
declared to be due and payable, such Lender’s Revolving Credit Exposure) and Term Loan and the denominator of which shall
be the sum of all Lenders’ Revolving Commitments (or if such Revolving Commitments have been terminated or expired or the
Loans have been declared to be due and payable, all Revolving Credit Exposure of all Lenders funded under such Commitments) and
Term Loans.


 


“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.


 


“Qualified
Cash” shall mean the aggregate amount of the Loan Parties’ unrestricted cash or cash equivalents in Controlled
Accounts in which the Administrative Agent has a first priority perfected Lien; provided that all cash that is reserved
to satisfy the “incurred but not reported” liabilities shall be deemed not to be Qualified Cash; provided further
that, solely for the first forty-five (45) days after the Closing Date (or such later date as the Administrative Agent may reasonably
agree in writing), all unrestricted cash or cash equivalents shall be deemed to be Qualified Cash irrespective of whether or not
a Control Account Agreement is in place.


 


“Real Estate”
shall mean all real property owned or leased by the Borrower and its Subsidiaries.


 


“Real Estate
Documents” shall mean, collectively, (i) Mortgages covering all Real Estate owned by the Loan Parties, duly executed
by each applicable Loan Party, together with (A) title insurance policies, current as-built ALTA/ACSM Land Title surveys certified
to the Administrative Agent, zoning letters, building permits and certificates of occupancy, in each case relating to such Real
Estate and satisfactory in form and substance to the Administrative Agent, (B) (x) Life of Loan” Federal Emergency Management
Agency Standard Flood Hazard determinations, (y) notices, in the form required under the Flood Insurance Laws, about special flood
hazard area status and flood disaster assistance duly executed by each Loan Party, and (z) if any improved real property encumbered
by any Mortgage is located in a special flood hazard area, a policy of flood insurance that is on terms satisfactory to the Administrative
Agent, (C) evidence that counterparts of such Mortgages have been recorded in all places to the extent necessary or desirable,
in the judgment of the Administrative Agent, to create a valid and enforceable first priority Lien (subject to Permitted Encumbrances)
on such Real Estate in favor of the Administrative Agent for the benefit of the Secured Parties (or in favor of such other trustee
as may be required or desired under local law), (D) an opinion of counsel in each state in which such Real Estate is located in
form and substance and from counsel satisfactory to the Administrative Agent, (E) a duly executed Environmental Indemnity with
respect thereto, (F) Phase I Environmental Site Assessment Reports, consistent with American Society of Testing and Materials (ASTM)
Standard E 1527-05, and applicable state requirements, on all of the owned Real Estate, dated no more than six (6) months prior
to the Closing Date (or date of the applicable Mortgage if provided post-closing), prepared by environmental engineers satisfactory
to the Administrative Agent, all in form and substance satisfactory to the Administrative Agent, and such environmental review
and audit reports, including Phase II reports, with respect to the Real Estate of any Loan Party as the Administrative Agent shall
have requested, in each case together with letters executed by the environmental firms preparing such environmental reports, in
form and substance satisfactory to the Administrative Agent, authorizing the Administrative Agent and the Lenders to rely on such
reports, and the Administrative Agent shall be satisfied with the contents of all such environmental reports and (G) such other
reports, documents, instruments and agreements as the Administrative Agent shall request, each in form and substance satisfactory
to Administrative Agent.


 






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“Recipient”
shall mean, as applicable, (a) the Administrative Agent, (b) any Lender and (c) the Issuing Banks.


 


“Regulated
Entities” shall mean, collectively, (a) APA ACO, Inc. and (b) any Subsidiary with a health care service plan license
issued by the California Department of Managed Health Care for the provision of, or the arranging, payment, or reimbursement for
the provision of, health care services to subscribers or enrollees of another full service or specialized health care service plan
under a contract or other arrangement whereby the person assumes both professional and institutional risk but does not directly
market, solicit, or sell health care service plan contracts.


 


“Regulation
D” shall mean Regulation D of the Board of Governors of the Federal Reserve System, as the same may be in effect from
time to time, and any successor regulations.


 


“Regulation
T” shall mean Regulation T of the Board of Governors of the Federal Reserve System, as the same may be in effect from
time to time, and any successor regulations.


 


“Regulation
U” shall mean Regulation U of the Board of Governors of the Federal Reserve System, as the same may be in effect from
time to time, and any successor regulations.


 


“Regulation
X” shall mean Regulation X of the Board of Governors of the Federal Reserve System, as the same may be in effect from
time to time, and any successor regulations.


 


“Regulation
Y” shall mean Regulation Y of the Board of Governors of the Federal Reserve System, as the same may be in effect from
time to time, and any successor regulations.


 


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


 


“Related Transaction
Documents” shall mean the Loan Documents, the AP-AMH Loan Documents, the Tradename Licensing Agreement, the Administrative
Services Agreement, and all other agreements or instruments executed in connection with the Related Transactions.


 


“Related Transactions”
shall mean, collectively, each of the following:


 


(a)          the
execution, delivery and performance by the Loan Parties of the Loan Documents to which they are a party and the making of the initial
Loans on the Closing Date;


 


(b)          the
repayment of the existing Indebtedness under the Existing Credit Agreement (other than the Existing Letters of Credit);


 


(c)          the
execution and delivery of and performance under (1) the AP-AMH Loan Documents (including the funding of the AP-AMH Loan thereunder),
(2) the Tradename Licensing Agreement and (3) the Administrative Services Agreement;


 


(d)          the
consummation of the acquisition by AP-AMH of the Series A Preferred Stock for consideration in an amount equal to $545,000,000
pursuant to the Series A Preferred SPA;


 






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(e)          the
consummation of the acquisition by APC of 15,000,000 shares of common Capital Stock of the Borrower for consideration in an amount
equal to $300,000,000 as set forth in that certain Stock Purchase Agreement, dated May 10, 2019 and effective as of September 11,
2019, by and between APC and the Borrower; and


 


(f)          the
payment of all fees, costs and expenses associated with all of the foregoing.


 


“Release”
shall mean any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching
or migration into the environment (including ambient air, surface water, groundwater, land surface or subsurface strata) or within
any building, structure, facility or fixture.


 


“Required
Lenders” shall mean, at any time, Lenders holding more than 50% of the aggregate outstanding Revolving Commitments and
Term Loans at such time or, if the Lenders have no Commitments outstanding, then Lenders holding more than 50% of the aggregate
outstanding Revolving Credit Exposure and Term Loans of the Lenders at such time; provided that to the extent that any Lender
is a Defaulting Lender, such Defaulting Lender and all of its Revolving Commitments, Revolving Credit Exposure and Term Loans shall
be excluded for purposes of determining Required Lenders.


 


“Required
Revolving Lenders” shall mean, at any time, Lenders holding more than 50% of the aggregate outstanding Revolving Commitments
at such time or, if the Lenders have no Revolving Commitments outstanding, then Lenders holding more than 50% of the aggregate
Revolving Credit Exposure; provided that to the extent that any Lender is a Defaulting Lender, such Defaulting Lender and
all of its Revolving Commitments and Revolving Credit Exposure shall be excluded for purposes of determining Required Revolving
Lenders.


 


“Requirement
of Law” for any Person shall mean the articles or certificate of incorporation, bylaws, partnership certificate and agreement,
or limited liability company certificate of organization and agreement, as the case may be, and other organizational and governing
documents of such Person, and any law, treaty, rule or regulation, or determination of a Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or any of its property is subject, including all
Healthcare Laws.


 


“Responsible
Officer” shall mean (x) with respect to certifying compliance with the financial covenants set forth in Article VI,
any of the chief financial officer, the treasurer or the vice president of finance of the Borrower and (y) with respect to all
other provisions, any of the executive chairman, the president, the chief executive officer, the chief operating officer, the chief
financial officer, the treasurer or the vice president of finance of the Borrower or such other representative of the Borrower
as may be designated in writing by any one of the foregoing with the consent of the Administrative Agent.


 


“Restricted
Payment” shall mean, for any Person,


 


		(a)	any dividend or other distribution, direct or indirect,
on account of any shares of any class of Capital Stock of such Person;



 


		(b)	any redemption, retirement, sinking fund or similar payment,
purchase or other acquisition for value, direct or indirect, of any shares of any class of Capital Stock of such Person now or
hereafter outstanding;



 


		(c)	any payment made to retire, or to obtain the surrender
of, any outstanding warrants, options or other rights to acquire shares of any class of Capital Stock of such Person now or hereafter
outstanding; and



 






    34


     


    

 


		(d)	any payment on account of Indebtedness that is subordinated
to the Obligations.



 


“Revolving
Commitment” shall mean, with respect to each Lender, the commitment of such Lender to make Revolving Loans to the Borrower
and to acquire participations in Letters of Credit and Swingline Loans in an aggregate principal amount not exceeding the amount
set forth with respect to such Lender on Schedule II, as such schedule may be amended pursuant to Section 2.23,
or, in the case of a Person becoming a Lender after the Closing Date, the amount of the assigned “Revolving Commitment”
as provided in the Assignment and Acceptance executed by such Person as an assignee, or the joinder executed by such Person, in
each case as such commitment may subsequently be increased or decreased pursuant to the terms hereof.


 


“Revolving
Commitment Termination Date” shall mean the earliest of (i) September 11, 2024, (ii) the date on which the Revolving
Commitments are terminated pursuant to Section 2.8 and (iii) the date on which all amounts outstanding under this Agreement
have been declared or have automatically become due and payable (whether by acceleration or otherwise).


 


“Revolving
Credit Exposure” shall mean, with respect to any Lender at any time, the sum of the outstanding principal amount of such
Lender’s Revolving Loans, LC Exposure and Swingline Exposure.


 


“Revolving
Loan” shall mean a loan made by a Lender (other than the Swingline Lender) to the Borrower under its Revolving Commitment,
which may either be a Base Rate Loan or a Eurodollar Loan.


 


“S&P”
means Standard & Poor’s Rating Agency Group.


 


“Sanctioned
Country” shall mean, at any time, a country, region or territory that is, or whose government is, the subject or target
of any Sanctions including, without limitation, Venezuela, Crimea, Cuba, Iran, North Korea, Sudan and Syria.


 


“Sanctioned
Person” shall mean, at any time, (a) any Person that is the subject or target of any Sanctions, (b) any Person located,
organized, operating or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person.


 


“Sanctions”
shall mean 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, (b) the United Nations Security Council, the
European Union or Her Majesty’s Treasury of the United Kingdom or (c) any other relevant sanctions authority.


 


“Screen Rate”
shall mean the rate specified in clause (i) of the definition of Adjusted LIBO Rate.


 


“Series A
Preferred Dividend” shall mean the dividends to be issued by APC to AP-AMH on account of the Series A Preferred Stock
pursuant to the Certificate of Determination.


 


“Series A
Preferred SPA” shall mean that certain Series A Preferred Stock Purchase Agreement dated as of May 10, 2019 and effective
as of September 11, 2019, by and between APC and AP-AMH.


 


“Series A
Preferred Stock” shall mean the 1,000,000 shares of Series A Preferred Capital Stock issued by APC and purchased by AP-AMH
in connection with the Series A Preferred SPA.


 


“Secured Parties”
shall mean the Administrative Agent, the Lenders, the Issuing Banks, the Lender-Related Hedge Providers and the Bank Product Providers.


 






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“Solvent”
shall mean, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person
is greater than the total amount of liabilities, including subordinated and contingent liabilities, of such Person; (b) the present
fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability
of such Person on its debts and liabilities, including subordinated and contingent liabilities as they become absolute and matured;
(c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability
to pay as such debts and liabilities mature; and (d) such Person is not engaged in a business or transaction, and is not about
to engage in a business or transaction, for which such Person’s property would constitute an unreasonably small capital.
The amount of contingent liabilities (such as litigation, guaranties and pension plan liabilities) at any time shall be computed
as the amount that, in light of all the facts and circumstances existing at the time, represents the amount that would reasonably
be expected to become an actual or matured liability.


 


“Subsidiary”
shall mean, with respect to any Person (the “parent”) at any date, any corporation, partnership, joint venture,
limited liability company, 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, partnership, joint venture, limited liability company, association or other entity (i)
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, or (ii) that is, as of such date, otherwise controlled, by the parent or one or more subsidiaries of the parent or by
the parent and one or more subsidiaries of the parent. Unless otherwise indicated, all references to “Subsidiary” hereunder
shall mean a Subsidiary of the Borrower. Notwithstanding anything to the contrary contained herein, the Associated Practices will
be deemed not to be Subsidiaries of the Borrower (except as described in Section 1.3(b)).


 


“Subsidiary
Loan Party” shall mean any Subsidiary that executes or becomes a party to the Guaranty and Security Agreement.


 


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


 


“Swap Termination
Value” means, in respect of any one or more Hedging Transactions, after taking into account the effect of any legally
enforceable netting agreement relating to such Hedging Transactions, (a) for any date on or after the date such Hedging Transactions
have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date
prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Hedging Transactions,
as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such
Hedging Transactions (which may include a Lender or any Affiliate of a Lender).


 


“Swingline
Commitment” shall mean the commitment of the Swingline Lender to make Swingline Loans in an aggregate principal amount
at any time outstanding not to exceed $5,000,000.


 


“Swingline
Exposure” shall mean, with respect to each Lender, the principal amount of the Swingline Loans in which such Lender is
legally obligated either to make a Base Rate Loan or to purchase a participation in accordance with Section 2.4, which shall
equal such Lender’s Pro Rata Share of all outstanding Swingline Loans.


 


“Swingline
Lender” shall mean SunTrust Bank.


 






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“Swingline
Loan” shall mean a loan made to the Borrower by the Swingline Lender under the Swingline Commitment.


 


“Synthetic
Lease” shall mean a lease transaction under which the parties intend that (i) the lease will be treated as an “operating
lease” by the lessee pursuant to Accounting Standards Codification Sections 840-10 and 840-20, as amended, and Accounting
Standards Codification Section 842 and (ii) the lessee will be entitled to various tax and other benefits ordinarily available
to owners (as opposed to lessees) of like property.


 


“Synthetic
Lease Obligations” shall mean, with respect to any Person, the sum of (i) all remaining rental obligations of such Person
as lessee under Synthetic Leases which are attributable to principal and, without duplication, (ii) all rental and purchase price
payment obligations of such Person under such Synthetic Leases assuming such Person exercises the option to purchase the lease
property at the end of the lease term.


 


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


 


“Term Loan”
shall mean a term loan made by a Lender to the Borrower pursuant to Section 2.5 or Section 2.23.


 


“Term Loan
Commitment” shall mean, with respect to each Lender, the obligation of such Lender to make a Term Loan hereunder on the
Closing Date, in a principal amount not exceeding the amount set forth with respect to such Lender on Schedule II. The aggregate
principal amount of all Lenders’ Term Loan Commitments as of the Closing Date is $190,000,000.


 


“Third Party
Payor” means Medicare, Medicaid, TRICARE, state government insurers, public or private insurers (including Blue Cross
and/or Blue Shield) and any other Person which presently or in the future maintains a healthcare payment or reimbursement program.


 


“Third Party
Payor Programs” shall mean all payment or reimbursement programs, sponsored or maintained by any Third Party Payor, in
which the Loan Parties or any of their respective Subsidiaries or any Associated Practice participates.


 


“Threshold
Amount” shall mean $10,000,000.


 


“Trademark”
shall have the meaning assigned to such term in the Guaranty and Security Agreement.


 


“Trademark
Security Agreement” shall mean any Trademark Security Agreement executed by a Loan Party owning registered Trademarks
or applications for Trademarks in favor of the Administrative Agent for the benefit of the Secured Parties, both on the Closing
Date and thereafter.


 


“Tradename
Licensing Agreement” shall mean that certain Tradename Licensing Agreement dated as of May 20, 2019, between the Borrower
and AP-AMH.


 






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“Transfer
Restriction Agreement” shall mean each physician shareholder agreement (including, for the avoidance of doubt, the Physician
Shareholder Agreement), membership interest transfer restriction agreement, stock transfer restriction agreement, continuity agreement
or other similar agreement between the applicable Loan Party, the applicable Associated Practice and the applicable equity holder(s)
of such Associated Practice, in each case, in form and substance reasonably satisfactory to Administrative Agent or similar provisions
in any Management Services Agreement, in each case except for such changes required by any change in law (including Healthcare
Laws and state corporate laws), in each case, as the same may be amended, restated, supplemented or otherwise modified from time
to time in accordance with the terms hereof.


 


“Type”,
when used in reference to a Loan or a 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 Base Rate.


 


“Unfinanced
Cash Capital Expenditures” shall mean, for any period, the amount of Capital Expenditures made by the Borrower and its
Subsidiaries during such period in cash, but excluding any such Capital Expenditures financed with Indebtedness permitted under
Section 7.1(c) or that constitute reinvestment of proceeds as permitted under Section 2.12(a).


 


“Unfunded
Pension Liability” of any Plan shall mean the amount, if any, by which the value of the accumulated plan benefits under
the Plan, determined on a plan termination basis in accordance with actuarial assumptions at such time consistent with those prescribed
by the PBGC for purposes of Section 4044 of ERISA, exceeds the fair market value of all Plan assets allocable to such liabilities
under Title IV of ERISA (excluding any accrued but unpaid contributions).


 


“Uniform Commercial
Code” or “UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State
of New York.


 


“United States”
or “U.S.” shall mean the United States of America.


 


“U.S. Person”
shall mean any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.


 


“U.S. Tax
Compliance Certificate” shall have the meaning set forth in Section 2.20(g)(ii).


 


“Withdrawal
Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer
Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.


 


“Withholding
Agent” shall mean the Borrower, any other Loan Party or the Administrative Agent, as applicable.


 


“Working Capital”
shall mean the average of the Current Assets less the Current Liabilities for the first three months of each Fiscal Year compared
to the average of the Current Assets less the Current Liabilities for the last three months of such Fiscal Year; provided
that increases or decreases in Working Capital shall be calculated without regard to any changes in current assets or current liabilities
as a result of any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent.


 


“Write-Down
and Conversion Powers” shall mean, 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.


 






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Section 1.2           Classifications
of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g. “Revolving
Loan” or “Term Loan”) or by Type (e.g. “Eurodollar Loan” or “Base Rate Loan”) or by Class
and Type (e.g. “Revolving Eurodollar Loan”). Borrowings also may be classified and referred to by Class (e.g. “Revolving
Borrowing”) or by Type (e.g. “Eurodollar Borrowing”) or by Class and Type (e.g. “Revolving Eurodollar Borrowing”).


 


Section 1.3           Accounting
Terms and Determination.


 


(a)          Unless
otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder
shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in
effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements of the Borrower
delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with
the audited consolidated financial statements of the Borrower last publicly filed); provided that if the Borrower notifies
the Administrative Agent that the Borrower wishes to amend any covenant in Article VI to eliminate the effect of any change
in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish
to amend Article VI for such purpose), then the Borrower’s compliance with such covenant shall be determined on the
basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn
or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders. Notwithstanding any other provision
contained herein, (i) 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 Accounting Standards Codification Section
825-10 (or any other Financial Accounting Standard having a similar result or effect including ASU 2015-03, and any other related
treatment for debt discounts and premiums, such as original issue discount) to value any Indebtedness or other liabilities of any
Loan Party or any Subsidiary of any Loan Party at “fair value”, as defined therein and (ii) for purposes of this Agreement,
any lease that was accounted for by any Person as an operating lease as of December 31, 2018 and any lease entered into after December
31, 2018 that would have been accounted for as an operating lease if such lease had been in effect on December 31, 2018 shall be
accounted for as an operating lease consistent with GAAP as in effect on December 31, 2018.


 


(b)          Notwithstanding
anything to the contrary contained in this Agreement or any other Loan Document, the consolidated financial results or performance
of the Borrower and its Subsidiaries shall include the financial results or performance of the Associated Practices to the extent
required under GAAP.


 






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Section 1.4           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 words “other” and “otherwise” shall not be construed ejusdem generis with any foregoing words where
a wider construction is possible. The word “will” shall be construed to have the same meaning and effect as the word
“shall”. In the computation of periods of time from a specified date to a later specified date, the word “from”
means “from and including” and the word “to” means “to but excluding”. Unless the context requires
otherwise (i) 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 it was originally executed or as it may from time to time be amended, restated,
supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein),
(ii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (iii)
the words “hereof”, “herein” and “hereunder” and words of similar import shall be construed
to refer to this Agreement as a whole and not to any particular provision hereof, (iv) all references to Articles, Sections, Exhibits
and Schedules shall be construed to refer to Articles, Sections, Exhibits and Schedules to this Agreement, (v) any definition of
or reference to any law shall include all statutory and regulatory provisions consolidating, amending, or interpreting any such
law and any reference to or definition of any law or regulation, unless otherwise specified, shall refer to such law or regulation
as amended, modified or supplemented from time to time, (vi) the words “asset” and “property” shall be
construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including
cash, securities, accounts and contract rights and (vii) all references to a specific time shall be construed to refer to the time
in the city and state of the Administrative Agent’s principal office, unless otherwise indicated. Unless otherwise expressly
provided herein, all references to dollar amounts shall mean Dollars. In determining whether any individual event, act, condition
or occurrence of the foregoing types could reasonably be expected to result in a Material Adverse Effect, notwithstanding that
a particular event, act, condition or occurrence does not itself have such effect, a Material Adverse Effect shall be deemed to
have occurred if the cumulative effect of such event, act, condition or occurrence and all other such events, acts, conditions
or occurrences of the foregoing types which have occurred could reasonably be expected to result in a Material Adverse Effect.
Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale or disposition or similar term, shall
be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability
company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment,
sale or disposition, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company
shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture
or any other like term shall also constitute such a Person or entity).


 


Article
II



AMOUNT AND TERMS OF THE COMMITMENTS


 


Section 2.1           General
Description of Facilities. Subject to and upon the terms and conditions herein set forth, (i) the Lenders hereby establish
in favor of the Borrower a revolving credit facility pursuant to which each Lender severally agrees (to the extent of such Lender’s
Revolving Commitment) to make Revolving Loans to the Borrower in accordance with Section 2.2; (ii) each Issuing Bank
may issue Letters of Credit in accordance with Section 2.22; (iii) the Swingline Lender may make Swingline Loans in accordance
with Section 2.4; (iv) each Lender agrees to purchase a participation interest in the Letters of Credit and the Swingline
Loans pursuant to the terms and conditions hereof; provided that in no event shall the aggregate principal amount of all
outstanding Revolving Loans, Swingline Loans and outstanding LC Exposure exceed the Aggregate Revolving Commitment Amount in effect
from time to time; and (v) each Lender severally agrees to make a Term Loan to the Borrower in a principal amount equal to such
Lender’s Term Loan Commitment on the Closing Date.


 


Section 2.2           Revolving
Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make Revolving Loans, ratably
in proportion to its Pro Rata Share of the Aggregate Revolving Commitments, to the Borrower, from time to time during the Availability
Period, in an aggregate principal amount outstanding at any time that will not result in (a) such Lender’s Revolving Credit
Exposure exceeding such Lender’s Revolving Commitment or (b) the aggregate Revolving Credit Exposures of all Lenders exceeding
the Aggregate Revolving Commitment Amount. During the Availability Period, the Borrower shall be entitled to borrow, prepay and
reborrow Revolving Loans in accordance with the terms and conditions of this Agreement; provided that the Borrower may not borrow
or reborrow should there exist a Default or Event of Default.


  



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Section 2.3           Procedure
for Revolving Borrowings. The Borrower shall give the Administrative Agent written notice (or telephonic notice promptly
confirmed in writing) of each Revolving Borrowing, substantially in the form of Exhibit 2.3 attached hereto (a “Notice
of Revolving Borrowing”), (x) prior to 12:00 p.m. one (1) Business Day prior to the requested date of each Base Rate
Borrowing (other than with respect to the Closing Date, for which such request shall be required to be provided no later than 12:00
p.m. on the Closing Date) and (y) prior to 11:00 a.m. three (3) Business Days prior to the requested date of each Eurodollar Borrowing
(other than with respect to the Closing Date, for which such request shall be provided prior to 5:00 p.m. three (3) Business Days
prior to the Closing Date). Each Notice of Revolving Borrowing shall be irrevocable and shall specify (i) the aggregate principal
amount of such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) the Type of such Revolving Loan
comprising such Borrowing and (iv) in the case of a Eurodollar Borrowing, the duration of the initial Interest Period applicable
thereto (subject to the provisions of the definition of Interest Period). Each Revolving Borrowing shall consist entirely of Base
Rate Loans or Eurodollar Loans, as the Borrower may request. The aggregate principal amount of each Eurodollar Borrowing shall
not be less than $2,000,000 or a larger multiple of $500,000, and the aggregate principal amount of each Base Rate Borrowing shall
not be less than $1,000,000 or a larger multiple of $100,000; provided that Base Rate Loans made pursuant to Section
2.4 or Section 2.22(d) may be made in lesser amounts as provided therein. At no time shall the total number of Eurodollar
Borrowings outstanding at any time exceed four (4). Promptly following the receipt of a Notice of Revolving Borrowing in accordance
herewith, the Administrative Agent shall advise each Lender of the details thereof and the amount of such Lender’s Revolving
Loan to be made as part of the requested Revolving Borrowing.


 


Section 2.4           Swingline
Commitment.


 


(a)          Subject
to the terms and conditions set forth herein, the Swingline Lender may, in its sole discretion, make Swingline Loans to the Borrower,
from time to time during the Availability Period, in an aggregate principal amount outstanding at any time not to exceed the lesser
of (i) the Swingline Commitment then in effect and (ii) the difference between the Aggregate Revolving Commitment Amount and the
aggregate Revolving Credit Exposures of all Lenders; provided that the Swingline Lender shall not be required to make a Swingline
Loan to refinance an outstanding Swingline Loan. The Borrower shall be entitled to borrow, repay and reborrow Swingline Loans in
accordance with the terms and conditions of this Agreement.


 


(b)          The
Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline
Borrowing, substantially in the form of Exhibit 2.4 attached hereto (a “Notice of Swingline Borrowing”),
prior to 10:00 a.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Borrowing shall be irrevocable
and shall specify (i) the principal amount of such Swingline Borrowing, (ii) the date of such Swingline Borrowing (which shall
be a Business Day) and (iii) the account of the Borrower to which the proceeds of such Swingline Borrowing should be credited.
The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline Borrowing. The aggregate principal
amount of each Swingline Loan shall not be less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed
to by the Swingline Lender and the Borrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the
Borrower in Dollars in immediately available funds at the account specified by the Borrower in the applicable Notice of Swingline
Borrowing not later than 1:00 p.m. on the requested date of such Swingline Borrowing.


 


(c)          The
Swingline Lender, at any time and from time to time in its sole discretion, may, but in no event no less frequently than once each
calendar week shall, on behalf of the Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on
its behalf), give a Notice of Revolving Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender)
to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds
of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender
in accordance with Section 2.6, which will be used solely for the repayment of such Swingline Loan.


 






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(d)          If
for any reason a Base Rate Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not,
made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided
participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate
Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available
funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender.


 


(e)          Each
Lender’s obligation to make a Base Rate Loan pursuant to subsection (c) of this Section or to purchase participating interests
pursuant to subsection (d) of this Section shall be absolute and unconditional and shall not be affected by any circumstance, including,
without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Lender or any other Person may
have or claim against the Swingline Lender, the Borrower or any other Person for any reason whatsoever, (ii) the existence of a
Default or an Event of Default or the termination of any Lender’s Revolving Commitment, (iii) the existence (or alleged existence)
of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this
Agreement or any other Loan Document by any Loan Party, the Administrative Agent or any Lender or (v) any other circumstance, happening
or event whatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline
Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued
interest thereon for each day from the date of demand thereof (x) at the Federal Funds Rate until the second Business Day after
such demand and (y) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline
Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes
of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest
on its Loans and any other amounts due to it hereunder to the Swingline Lender to fund the amount of such Lender’s participation
interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased
in full.


 


Section 2.5           Term
Loan Commitments. Subject to the terms and conditions set forth herein, each Lender severally agrees to make a single term
loan to the Borrower on the Closing Date in a principal amount equal to the Term Loan Commitment of such Lender. The Term Loans
may be, from time to time, Base Rate Loans or Eurodollar Loans or a combination thereof; provided that on the Closing Date
all Term Loans shall be (i) a Base Rate Loan or (ii) a Eurodollar Loan (provided, in the case of this clause (ii), the Borrower
must notify the Administrative Agent prior to 5:00 p.m. on the third (3rd) Business Day immediately preceding the Closing
Date, which, for the avoidance of doubt, may be provided by e-mail). The execution and delivery of this Agreement by the Borrower
and the satisfaction of all conditions precedent pursuant to Section 3.1 shall be deemed to constitute the Borrower’s request
to borrow the Term Loans on the Closing Date.


 


Section 2.6           Funding
of Borrowings.


 


(a)          Each
Lender will make available each Loan to be made by it hereunder on the proposed date thereof by wire transfer in immediately available
funds by 11:00 a.m. to the Administrative Agent at the Payment Office; provided that the Swingline Loans will be made as set forth
in Section 2.4. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts
that it receives, in like funds by the close of business on such proposed date, to an account maintained by the Borrower with the
Administrative Agent or, at the Borrower’s option, by effecting a wire transfer of such amounts to an account designated
by the Borrower to the Administrative Agent.


 






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(b)          Unless
the Administrative Agent shall have been notified by any Lender prior to 5:00 p.m. one (1) Business Day prior to the date of a
Borrowing in which such Lender is to participate 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 amount available to the Administrative
Agent on such date, and the Administrative Agent, in reliance on such assumption, may make available to the Borrower on such date
a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on
the date of such Borrowing, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such
Lender together with interest (x) at the Federal Funds Rate until the second Business Day after such demand and (y) at the Base
Rate at all times thereafter. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s
demand therefor, the Administrative Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding
amount to the Administrative Agent together with interest at the rate specified for such Borrowing. Nothing in this subsection
shall be deemed to relieve any Lender from its obligation to fund its Pro Rata Share of any Borrowing hereunder or to prejudice
any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder.


 


(c)          All
Revolving Borrowings shall be made by the Lenders on the basis of their respective Pro Rata Shares. No Lender shall be responsible
for any default by any other Lender in its obligations hereunder, and each Lender shall be obligated to make its Loans provided
to be made by it hereunder, regardless of the failure of any other Lender to make its Loans hereunder.


 


Section 2.7           Interest
Elections.


 


(a)          Each
Borrowing initially shall be of the Type specified in the applicable Notice of Borrowing. Thereafter, the Borrower may elect to
convert such Borrowing into a different Type or to continue such Borrowing, all as provided in this Section. The Borrower may elect
different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated
ratably among the Lenders holding Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered
a separate Borrowing.


 


(b)          To
make an election pursuant to this Section, the Borrower shall give the Administrative Agent written notice (or telephonic notice
promptly confirmed in writing) of each Borrowing that is to be converted or continued, as the case may be, substantially in the
form of Exhibit 2.7 attached hereto (a “Notice of Conversion/Continuation”) (x) prior to 10:00 a.m. one
(1) Business Day prior to the requested date of a conversion into a Base Rate Borrowing and (y) prior to 11:00 a.m. three (3) Business
Days prior to a continuation of or conversion into a Eurodollar Borrowing. Each such Notice of Conversion/Continuation shall be
irrevocable and shall specify (i) the Borrowing to which such Notice of Conversion/Continuation applies and, if different options
are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing
(in which case the information to be specified pursuant to clauses (iii) and (iv) shall be specified for each resulting Borrowing),
(ii) the effective date of the election made pursuant to such Notice of Conversion/Continuation, which shall be a Business Day,
(iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a Eurodollar Borrowing, and (iv) if the resulting Borrowing
is to be a Eurodollar Borrowing, the Interest Period applicable thereto after giving effect to such election, which shall be a
period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/ Continuation requests
a Eurodollar Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period
of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for Eurodollar Borrowings
and Base Rate Borrowings set forth in Section 2.3.


 






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(c)          If,
on the expiration of any Interest Period in respect of any Eurodollar Borrowing, the Borrower shall have failed to deliver a Notice
of Conversion/Continuation, then, unless such Borrowing is repaid as provided herein, the Borrower shall be deemed to have elected
to convert such Borrowing to a Base Rate Borrowing. No Borrowing may be converted into, or continued as, a Eurodollar Borrowing
if a Default or an Event of Default exists, unless the Administrative Agent and each of the Lenders shall have otherwise consented
in writing. No conversion of any Eurodollar Loan shall be permitted except on the last day of the Interest Period in respect thereof.


 


(d)          Upon
receipt of any Notice of Conversion/Continuation, the Administrative Agent shall promptly notify each Lender of the details thereof
and of such Lender’s portion of each resulting Borrowing.


 


Section 2.8           Optional
Reduction and Termination of Commitments.


 


(a)          Unless
previously terminated, all Revolving Commitments, Swingline Commitments and LC Commitments shall terminate on the Revolving Commitment
Termination Date. The Term Loan Commitments shall terminate on the Closing Date upon the making of the Term Loans pursuant to Section
2.5.


 


(b)          Upon
at least three (3) Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative
Agent (which notice shall be irrevocable), the Borrower may reduce the Aggregate Revolving Commitments in part or terminate the
Aggregate Revolving Commitments in whole; provided that (i) any partial reduction shall apply to reduce proportionately
and permanently the Revolving Commitment of each Lender, (ii) any partial reduction pursuant to this Section shall be in an
amount of at least $5,000,000 and any larger multiple of $1,000,000, and (iii) no such reduction shall be permitted which would
reduce the Aggregate Revolving Commitment Amount to an amount less than the aggregate outstanding Revolving Credit Exposure of
all Lenders. Any such reduction in the Aggregate Revolving Commitment Amount below the principal amount of the Swingline Commitment
and the LC Commitment shall result in a dollar-for-dollar reduction in the Swingline Commitment and the LC Commitment.


  


(c)          With
the written approval of the Administrative Agent, the Borrower may terminate (on a non-ratable basis) the unused amount of the
Revolving Commitment of a Defaulting Lender, and in such event the provisions of Section 2.26 will apply to all amounts
thereafter paid by the Borrower for the account of any such Defaulting Lender under this Agreement (whether on account of principal,
interest, fees, indemnity or other amounts); provided that such termination will not be deemed to be a waiver or release
of any claim that the Borrower, the Administrative Agent, the Issuing Banks, the Swingline Lender or any other Lender may have
against such Defaulting Lender.


 


Section 2.9           Repayment
of Loans.


 


(a)          The
outstanding principal amount of all Revolving Loans and Swingline Loans shall be due and payable (together with accrued and unpaid
interest thereon) on the Revolving Commitment Termination Date.


 









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(b)          The
Borrower unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount
of the Term Loan of such Lender in installments payable on the dates set forth below, with each such installment being in the aggregate
principal amount for all Lenders set forth opposite such date below (and on such other date(s) and in such other amounts as may
be required from time to time pursuant to this Agreement):


 


	Installment Date	 	Principal Amount	 
	December 31, 2019	 	$	2,375,000	 
	March 31, 2020	 	$	2,375,000	 
	June 30, 2020	 	$	2,375,000	 
	September 30, 2020	 	$	2,375,000	 
	December 31, 2020	 	$	2,375,000	 
	March 31, 2021	 	$	2,375,000	 
	June 30, 2021	 	$	2,375,000	 
	September 30, 2021	 	$	2,375,000	 
	December 31, 2021	 	$	3,562,500	 
	March 31, 2022	 	$	3,562,500	 
	June 30, 2022	 	$	3,562,500	 
	September 30, 2022	 	$	3,562,500	 
	December 31, 2022	 	$	3,562,500	 
	March 31, 2023	 	$	3,562,500	 
	June 30, 2023	 	$	3,562,500	 
	September 30, 2023	 	$	3,562,500	 
	December 31, 2023	 	$	4,750,000	 
	March 31, 2024	 	$	4,750,000	 
	June 30, 2024	 	$	4,750,000	 
	Maturity Date of Term Loan	 	Remaining Principal Balance of Term Loan 


	 



 


provided that, to the extent not previously paid, the
aggregate unpaid principal balance of the Term Loans shall be due and payable on the Maturity Date.


 


Section 2.10         Evidence
of Indebtedness.


 


(a)           Each
Lender shall maintain in accordance with its usual practice appropriate records evidencing the Indebtedness of the Borrower to
such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable
thereon and paid to such Lender from time to time under this Agreement. The Administrative Agent shall maintain appropriate records
in which shall be recorded (i) the Revolving Commitment and the Term Loan Commitment of each Lender, (ii) the amount of each Loan
made hereunder by each Lender, the Class and Type thereof and, in the case of each Eurodollar Loan, the Interest Period applicable
thereto, (iii) the date of any continuation of any Loan pursuant to Section 2.7, (iv) the date of any conversion of all
or a portion of any Loan to another Type pursuant to Section 2.7, (v) the date and amount of any principal or interest
due and payable or to become due and payable from the Borrower to each Lender hereunder in respect of the Loans and (vi) both the
date and amount of any sum received by the Administrative Agent hereunder from the Borrower in respect of the Loans and each Lender’s
Pro Rata Share thereof. The entries made in such records shall be prima facie evidence of the existence and amounts of the
obligations of the Borrower therein recorded; provided that the failure or delay of any Lender or the Administrative Agent
in maintaining or making entries into any such record or any error therein shall not in any manner affect the obligation of the
Borrower to repay the Loans (both principal and unpaid accrued interest) of such Lender in accordance with the terms of this Agreement.


 






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(b)          This
Agreement evidences the obligation of the Borrower to repay the Loans and is being executed as a “noteless” credit
agreement. However, at the request of any Lender (including the Swingline Lender) at any time, the Borrower agrees that it will
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 permitted hereunder) 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 2.11         Optional
Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in
part, without premium or penalty, by giving written notice (or telephonic notice promptly confirmed in writing) to the Administrative
Agent no later than (i) in the case of any prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (3) Business
Days prior to the date of such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, not less than one (1)
Business Day prior to the date of such prepayment, and (iii) in the case of any prepayment of any Swingline Borrowing, prior to
11:00 a.m. on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment
and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative
Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such
prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated
in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.13(d);
provided that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto,
the Borrower shall also pay all amounts required pursuant to Section 2.19. Each partial prepayment of any Loan shall be
in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section
2.2 or, in the case of a Swingline Loan, pursuant to Section 2.4. Each prepayment of a Borrowing shall be applied ratably
to the Loans comprising such Borrowing and, in the case of a prepayment of a Term Loan Borrowing, to principal installments as
may be directed by the Borrower (and in the absence of any such direction, in the inverse order of maturity).


 


Section 2.12         Mandatory
Prepayments.


 


(a)          Immediately
upon receipt by the Borrower or any of its Subsidiaries of any proceeds in an aggregate amount exceeding $500,000 in any Fiscal
Year from (A) any sale or disposition by the Borrower or any of its Subsidiaries of any of its assets, or (B) any casualty insurance
policies or eminent domain, condemnation or similar proceedings, the Borrower shall prepay the Obligations in an amount equal to
all such excess proceeds, net of commissions and other reasonable and customary transaction costs, fees and expenses properly attributable
to such transaction and payable by the Borrower in connection therewith (in each case, paid to non-Affiliates); provided
that the Borrower shall not be required to prepay the Obligations (i) with respect to proceeds from the sales of inventory in the
ordinary course of business, and (ii) so long as no Default or Event of Default shall have occurred and be continuing at the time
of the receipt of proceeds pursuant to this subsection (a) or at the proposed time of the reinvestment of such proceeds,
the Borrower shall have the option, upon written notice to the Administrative Agent, directly or (x) in the case of proceeds received
by a Loan Party, through one or more of its Subsidiaries that is a Loan Party or (y) in the case of proceeds received by a Subsidiary
that is not a Loan Party, through one or more of its Subsidiaries, to reinvest such proceeds within three hundred sixty-five (365)
days of receipt thereof in assets of the general type used in the business of the Borrower and its Subsidiaries so long as such
proceeds received by a Loan Party are held in Controlled Accounts at SunTrust Bank or other accounts subject to Control Account
Agreements until reinvested; provided that any funds are committed to be reinvested during the initial three hundred sixty-five
(365) days after the receipt of such proceeds but the reinvestment has not yet occurred by the end of such period, the Borrower
and its Subsidiaries shall have an additional one hundred eighty (180) day period to consummate such reinvestment; provided,
further, that if any such proceeds have not been reinvested at the end of such additional period, the Borrower shall promptly
prepay the Obligations as required by this Section 2.12(a). Any such prepayment shall be applied in accordance with subsection
(d) of this Section.


 






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(b)          No
later than the Business Day following the date of receipt by the Borrower or any of its Subsidiaries of any proceeds from any
issuance of Indebtedness by the Borrower or any of its Subsidiaries, the Borrower shall prepay the Obligations in an amount equal
to all such proceeds, net of underwriting discounts and commissions and other reasonable and customary transaction costs, fees
and expenses properly attributable to such transaction and payable by the Borrower in connection therewith (in each case, paid
to non-Affiliates); provided that the Borrower shall not be required to prepay the Obligations with respect to proceeds
of Indebtedness permitted under Section 7.1. Any such prepayment shall be applied in accordance with subsection (d) of
this Section.


 


(c)          Commencing
with the Fiscal Year ending December 31, 2020, no later than five (5) Business Days after the date on which the Borrower’s
annual audited financial statements for such Fiscal Year are required to be delivered pursuant to Section 5.1(a), the Borrower
shall prepay the Obligations in an amount equal to (i) the Applicable ECF Percentage multiplied by Consolidated Excess Cash Flow
minus (ii) voluntary repayments of the Loans (to the extent such repayment is not financed with the proceeds of Indebtedness)
pursuant to Section 2.11 (excluding repayments of Revolving Loans except to the extent the Revolving Commitments are permanently
reduced in connection with such repayments) actually made during the applicable Fiscal Year or prior to the date that such prepayment
is due and payable in respect of the then-existing Fiscal Year (but without duplication of any voluntary prepayment applied to
reduce Consolidated Excess Cash Flow in any other Fiscal Year). Any such prepayment shall be applied in accordance with subsection
(d) of this Section. Any such prepayment shall be accompanied by a certificate signed by a Responsible Officer certifying in reasonable
detail the manner in which Consolidated Excess Cash Flow and the resulting prepayment were calculated, which certificate shall
be in form and substance reasonably satisfactory to the Administrative Agent.


 


(d)          Any
prepayments made by the Borrower pursuant to subsection (a), (b) or (c) of this Section shall be applied as follows: first,
to the Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents;
second, to the principal balance of the Term Loans, until the same shall have been paid in full, pro rata to the
Lenders based on their Pro Rata Shares of the Term Loans, and applied to installments of the Term Loans in the inverse order of
maturity; third, to the principal balance of the Swingline Loans, until the same shall have been paid in full, to the Swingline
Lender; fourth, to the principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata
to the Lenders based on their respective Revolving Commitments; and fifth, to Cash Collateralize the Letters of Credit in
an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid fees thereon. The Revolving Commitments
of the Lenders shall not be permanently reduced by the amount of any prepayments made pursuant to clauses second through
fifth above, unless an Event of Default has occurred and is continuing and the Required Revolving Lenders so request.


 


(e)          If
at any time the aggregate Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, as reduced
pursuant to Section 2.8 or otherwise, the Borrower shall immediately repay the Swingline Loans and the Revolving Loans in
an amount equal to such excess, together with all accrued and unpaid interest on such excess amount and any amounts due under Section
2.19. Each prepayment shall be applied as follows: first, to the Swingline Loans to the full extent thereof; second,
to the Base Rate Loans to the full extent thereof; and third, to the Eurodollar Loans to the full extent thereof. If, after
giving effect to prepayment of all Swingline Loans and Revolving Loans, the aggregate Revolving Credit Exposure of all Lenders
exceeds the Aggregate Revolving Commitment Amount, the Borrower shall Cash Collateralize its reimbursement obligations with respect
to all Letters of Credit in an amount equal to such excess plus any accrued and unpaid fees thereon.


 






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Section 2.13         Interest
on Loans.


 


(a)          The
Borrower shall pay interest on (i) each Base Rate Loan at the Base Rate plus the Applicable Margin in effect from time to time
and (ii) each Eurodollar Loan at the Adjusted LIBO Rate for the applicable Interest Period in effect for such Loan plus the Applicable
Margin in effect from time to time.


 


(b)          The
Borrower shall pay interest on each Swingline Loan at the Base Rate plus the Applicable Margin in effect from time to time.


 


(c)          Notwithstanding
subsections (a) and (b) of this Section, at the request of the Required Lenders if an Event of Default has occurred and is continuing,
and automatically after acceleration or with respect to any Event of Default due to Sections 8.1(a), (h) or (i),
the Borrower shall pay interest (“Default Interest”) with respect to all Eurodollar Loans at the rate per
annum equal to 200 basis points above the otherwise applicable interest rate for such Eurodollar Loans for the then-current
Interest Period until the last day of such Interest Period, and thereafter, and with respect to all Base Rate Loans and all other
Obligations hereunder (other than Loans), at the rate per annum equal to 200 basis points above the otherwise applicable
interest rate for Base Rate Loans.


 


(d)          Interest
on the principal amount of all Loans shall accrue from and including the date such Loans are made to but excluding the date of
any repayment thereof. Interest on all outstanding Base Rate Loans and Swingline Loans shall be payable quarterly in arrears on
the last Business Day of each March, June, September and December and on the Revolving Commitment Termination Date or the Maturity
Date, as the case may be. Interest on all outstanding Eurodollar Loans shall be payable on the last day of each Interest Period
applicable thereto, and, in the case of any Eurodollar Loans having an Interest Period in excess of three months, on each day which
occurs every three months after the initial date of such Interest Period, and on the Revolving Commitment Termination Date or the
Maturity Date, as the case may be. Interest on any Loan which is converted into a Loan of another Type or which is repaid or prepaid
shall be payable on the date of such conversion or on the date of any such repayment or prepayment (on the amount repaid or prepaid)
thereof. All Default Interest shall be payable on demand.


 


(e)          The
Administrative Agent shall determine each interest rate applicable to the Loans hereunder and shall promptly notify the Borrower
and the Lenders of such rate in writing (or by telephone, promptly confirmed in writing). Any such determination shall be conclusive
and binding for all purposes, absent manifest error.


 


Section 2.14          Fees.


 


(a)           The
Borrower shall pay to the Administrative Agent for its own account fees in the amounts and at the times previously agreed upon
in writing by the Borrower and the Administrative Agent.


 


(b)           The
Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee (the “Commitment Fee”),
which shall accrue at the Applicable Percentage per annum (determined daily in accordance with Schedule I) on the
daily amount of the unused Revolving Commitment of such Lender during the Availability Period. For purposes of computing the Commitment
Fee, the Revolving Commitment of each Lender shall be deemed used to the extent of the outstanding Revolving Loans and LC Exposure,
but not Swingline Exposure, of such Lender.


 






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(c)          The
Borrower agrees to pay (i) to the Administrative Agent, for the account of each Lender, a letter of credit fee with respect to
its participation in each Letter of Credit, which shall accrue at a rate per annum equal to the Applicable Margin for Eurodollar
Loans then in effect on the average daily amount of such Lender’s LC Exposure attributable to such Letter of Credit during
the period from and including the date of issuance of such Letter of Credit to but excluding the date on which such Letter of
Credit expires or is drawn in full (including, without limitation, any LC Exposure that remains outstanding after the Revolving
Commitment Termination Date) and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate
set forth in the Fee Letter on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed
LC Disbursements) during the Availability Period (or until the date that such Letter of Credit is irrevocably cancelled, whichever
is later), as well as such Issuing Bank’s standard fees with respect to issuance, amendment, renewal or extension of any
Letter of Credit or processing of drawings thereunder. Notwithstanding the foregoing, if the interest rate on the Loans is increased
to the rate for Default Interest pursuant to Section 2.13(c) (as a result of an election by the Required Lenders or otherwise
in accordance with the terms thereof), the rate per annum used to calculate the letter of credit fee pursuant to clause
(i) above shall automatically be increased by 200 basis points.


 


(d)          The
Borrower shall pay on the Closing Date to the Administrative Agent and its affiliates all fees in the Fee Letter that are due and
payable on the Closing Date. 


 


(e)          Accrued
fees under subsections (b) and (c) of this Section shall be payable quarterly in arrears on the last day of each March, June, September
and December, commencing with the first payment due (on a prorated basis) on September 30, 2019, and on the Revolving Commitment
Termination Date (and, if later, the date the Loans and LC Exposure shall be repaid in their entirety); provided that any
such fees accruing after the Revolving Commitment Termination Date shall be payable on demand.


 


Section 2.15          Computation
of Interest and Fees.


 


Interest hereunder based
on the Administrative Agent’s prime lending rate shall be computed on the basis of a year of 365 days (or 366 days in a leap
year) and paid for the actual number of days elapsed (including the first day but excluding the last day). All other interest and
all fees hereunder shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed (including
the first day but excluding the last day). Each determination by the Administrative Agent of an interest rate or fee hereunder
shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.


 


Section 2.16          Inability
to Determine Interest Rates.


 


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


 


(i)          the
Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason
of circumstances affecting the relevant interbank market, adequate and reasonable means do not exist for ascertaining the Adjusted
LIBO Rate (including, without limitation, because the Screen Rate is not available or published on a current basis) for such Interest
Period, or


 






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(ii)         the
Administrative Agent shall have received notice from 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, funding or maintaining their Eurodollar Loans for such
Interest Period,


 


then the Administrative Agent shall give
written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the Lenders as soon as practicable
thereafter. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such
notice no longer exist, (i) the obligations of the Lenders to make Eurodollar Revolving Loans or to continue or convert outstanding
Loans as or into Eurodollar Loans shall be suspended and (ii) all such affected Loans shall be converted into Base Rate Loans on
the last day of the then current Interest Period applicable thereto unless the Borrower prepays such Loans in accordance with this
Agreement. Unless the Borrower notifies the Administrative Agent at least one (1) Business Day before the date of any Eurodollar
Borrowing for which a Notice of Revolving Borrowing has previously been given that it elects not to borrow, continue or convert
to a Eurodollar Borrowing on such date, then such Revolving Borrowing shall be made as, continued as or converted into a Base Rate
Borrowing.


 


(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)(i) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set
forth in clause (a)(i) above have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority
having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen
Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor
to establish a commercially reasonable alternative rate of interest to the Screen Rate that gives due consideration to the then
prevailing and broadly established and recognized 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 Margin). Notwithstanding anything to the contrary in Section 10.2, 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 (5) 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 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
(ii) of the first sentence of this Section 2.16(b), only to the extent the Screen Rate for the applicable currency and/or such
Interest Period is not available or published at such time on a current basis), (x) any Notice of Conversion/Continuation that
requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective,
and (y) if any Notice of Revolving Borrowing requests a Eurodollar Borrowing, such Borrowing shall be made as a Base Rate Borrowing;
provided, that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes
of this Agreement.


 






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Section 2.17         Illegality.
If any Change in Law shall make it unlawful or impossible for any Lender to perform any of its obligations hereunder or to make,
maintain or fund any Eurodollar Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall promptly
give notice thereof to the Borrower and the other Lenders, whereupon until such Lender notifies the Administrative Agent and the
Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar
Revolving Loans, or to continue or convert outstanding Loans as or into Eurodollar Loans, shall be suspended. In the case of the
making of a Eurodollar Borrowing, such Lender’s Revolving Loan shall be made as a Base Rate Loan as part of the same Revolving
Borrowing for the same Interest Period and, if the affected Eurodollar Loan is then outstanding, such Loan shall be converted to
a Base Rate Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Loan if such Lender
may lawfully continue to maintain such Loan to such date or (ii) immediately if such Lender shall determine that it may not lawfully
continue to maintain such Eurodollar Loan to such date. Notwithstanding the foregoing, the affected Lender shall, prior to giving
such notice to the Administrative Agent, use reasonable efforts to designate a different Applicable Lending Office if such designation
would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the
good faith exercise of its discretion.


 


Section 2.18         Increased
Costs.


 


(a)          If
any Change in Law shall:


 


(i)          impose,
modify or deem applicable any reserve, special deposit or similar requirement that is not otherwise included in the determination
of the Adjusted LIBO Rate hereunder against assets of, deposits with or for the account of, or credit extended by, any Lender (except
any such reserve requirement reflected in the Adjusted LIBO Rate) or any Issuing Bank; or


 


(ii)         subject
any Recipient to any Taxes (other than (A) Indemnified Taxes and (B) Taxes described in clauses (b) through (d) of the definition
of Excluded Taxes; or


 


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


 


and the result of any of the foregoing
is to increase the cost to such Lender of making, converting into, continuing or maintaining a Eurodollar Loan or to increase the
cost to such Lender or such Issuing Bank of participating in or issuing any Letter of Credit or to reduce the amount received or
receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or any other amount),


 


then, from time to time, such Lender or
such Issuing Bank may provide the Borrower (with a copy thereof to the Administrative Agent) with written notice and demand (including
the calculation of all applicable amounts) with respect to such increased costs or reduced amounts, and within five (5) Business
Days after receipt of such notice and demand and calculation, the Borrower shall pay to such Lender or such Issuing Bank, as the
case may be, such additional amounts as will compensate such Lender or such Issuing Bank for any such increased costs incurred
or reduction suffered.


 


(b)          If
any Lender or any Issuing Bank shall have determined that on or after the Closing Date any Change in Law regarding capital or liquidity
ratios or requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s
capital (or on the capital of the Parent Company of such Lender or such Issuing Bank) as a consequence of its obligations hereunder
or under or in respect of any Letter of Credit to a level below that which such Lender, such Issuing Bank or such Parent Company
could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies
or the policies of such Parent Company with respect to capital adequacy and liquidity), then, from time to time, such Lender or
such Issuing Bank may provide the Borrower (with a copy thereof to the Administrative Agent) with written notice and demand (including
the calculation of all applicable amounts) with respect to such reduced amounts, and within five (5) Business Days after receipt
of such notice and demand and calculation the Borrower shall pay to such Lender or such Issuing Bank, as the case may be, such
additional amounts as will compensate such Lender, such Issuing Bank or such Parent Company for any such reduction suffered.


 



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(c)          A
certificate of such Lender or such Issuing Bank setting forth the amount or amounts necessary to compensate such Lender, such Issuing
Bank or the Parent Company of such Lender or such Issuing Bank, as the case may be, specified in subsection (a) or (b) of this
Section shall be delivered to the Borrower (with a copy to the Administrative Agent) and shall be conclusive, absent manifest error.


 


(d)          Failure
or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver
of such Lender’s or such Issuing Bank’s right to demand such compensation.


 


Section 2.19         Funding
Indemnity. In the event of (a) the payment of any principal of a Eurodollar Loan other than on the last day of the Interest
Period applicable thereto (including as a result of an Event of Default), (b) the conversion or continuation of a Eurodollar Loan
other than on the last day of the Interest Period applicable thereto, or (c) the failure by the Borrower to borrow, prepay, convert
or continue any Eurodollar Loan on the date specified in any applicable notice (regardless of whether such notice is withdrawn
or revoked), then, in any such event, the Borrower shall compensate each Lender, within five (5) Business Days after written demand
from such Lender, for any loss, cost or expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or
expense shall be deemed to include an amount determined by such Lender to be the excess, if any, of (A) the amount of interest
that would have accrued on the principal amount of such Eurodollar Loan if such event had not occurred at the Adjusted LIBO Rate
applicable to such Eurodollar Loan 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 Eurodollar Loan) over (B) the amount of interest that would accrue on the principal amount of such Eurodollar Loan for
the same period if the Adjusted LIBO Rate were set on the date such Eurodollar Loan was prepaid or converted or the date on which
the Borrower failed to borrow, convert or continue such Eurodollar Loan. A certificate as to any additional amount payable under
this Section submitted to the Borrower by any Lender (with a copy to the Administrative Agent) shall be conclusive, absent manifest
error.


 


Section 2.20         Taxes.


 


(a)          Defined
Terms. For purposes of this Section 2.20, the term “Lender” includes Issuing Bank and the term “applicable
law” includes FATCA.


 


(b)          Payments
Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made
without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the
good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment
by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall
timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if
such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after
such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under
this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding
been made.


 






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(c)          Payment
of Other Taxes by the Borrower. 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.


 


(d)          Indemnification
by the Borrower. The Borrower shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of
any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section)
payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses
arising therefrom or with respect thereto, whether or not such Indemnified 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 (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender,
shall be conclusive absent manifest error.


 


(e)          Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i)
any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative
Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to
such Lender’s failure to comply with the provisions of Section 10.4(d) relating to the maintenance of a Participant
Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative
Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not
such 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 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
any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to
the Administrative Agent under this paragraph (e).


 


(f)          Evidence
of Payments. As soon as practicable after any payment of Taxes by the Borrower or any other Loan Party to a Governmental Authority
pursuant to this Section 2.20, the Borrower or other Loan Party shall deliver to the Administrative Agent the original or a certified
copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or
other evidence of such payment reasonably satisfactory to the Administrative Agent.


 


(g)          Status
of Lenders.


 


(i)          Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document
shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative
Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will
permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably
requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably
requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether
or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary
in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set
forth in Section 2.20(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s
reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense
or would materially prejudice the legal or commercial position of such Lender.


 



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(ii)         Without
limiting the generality of the foregoing,


 


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


 


(B)         any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such
number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),
whichever of the following is applicable:


 


(i)          in
the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect
to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption
from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with
respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption
from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income”
article of such tax treaty;


 


(ii)         executed
originals of IRS Form W-8ECI;


 


(iii)        in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x)
a certificate substantially in the form of Exhibit 2.20A to the effect that such Foreign Lender is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning
of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the
Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E;
or


 


(iv)        to
the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI,
IRS Form W-8BEN or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.20B or Exhibit
2.20C, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if
the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio
interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.20D
on behalf of each such direct and indirect partner;


 






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(C)         any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such
number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),
executed originals of 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


 


(D)         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 that 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 (D), “FATCA”
shall include any amendments made to FATCA after the Closing Date.


 


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


 


(h)          Treatment
of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund
of any Taxes as to which it has been indemnified pursuant to this Section 2.20 (including by the payment of additional amounts
pursuant to this Section 2.20), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent
of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses
(including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified
party the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority.
Notwithstanding anything to the contrary in this paragraph (h), in no event will the indemnified party be required to pay any amount
to an indemnifying party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable
net after-Tax position than the indemnified party would have been in if the Tax subject to 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 paragraph shall not be construed to require any indemnified party to make available its Tax
returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.


 



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(i)          Survival.
Each party’s obligations under this Section 2.20 shall survive the resignation or replacement of the Administrative Agent
or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction
or discharge of all obligations under any Loan Document.


 


Section 2.21         Payments
Generally; Pro Rata Treatment; Sharing of Set-offs.


 


(a)          The
Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of
LC Disbursements, or of amounts payable under Section 2.18, 2.19 or 2.20, or otherwise) prior to 12:00 noon
on the date when due, in immediately available funds, free and clear of any defenses, rights of set-off, counterclaim, or withholding
or deduction of taxes. 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 the Payment Office, except payments to be made directly to the applicable Issuing
Bank or the Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.18, 2.19,
2.20 and 10.3 shall be made directly to the Persons entitled thereto. 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 hereunder 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 made payable for the period of such
extension. All payments hereunder shall be made in Dollars.


 


(b)          If
at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal,
unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied as follows: first, to all
fees and reimbursable expenses of the Administrative Agent then due and payable pursuant to any of the Loan Documents; second,
to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Banks then due and payable pursuant
to any of the Loan Documents, pro rata to the Lenders and the Issuing Banks based on their respective pro rata shares
of such fees and expenses; third, to all interest and fees then due and payable hereunder, pro rata to the Lenders
based on their respective pro rata shares of such interest and fees; and fourth, to all principal of the Loans and
unreimbursed LC Disbursements then due and payable hereunder, pro rata to the parties entitled thereto based on their respective
pro rata shares of such principal and unreimbursed LC Disbursements.


 


(c)          If
any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of
or interest on any of its Loans or participations in LC Disbursements or Swingline Loans that would result in such Lender receiving
payment of a greater proportion of the aggregate amount of its Revolving Credit Exposure, Term Loans and accrued interest and fees
thereon than the proportion received by any other Lender with respect to its Revolving Credit Exposure or Term Loans, then the
Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Credit Exposure
and Term 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 Revolving Credit Exposure
and Term 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 subsection shall not be construed to apply to any payment made by the Borrower
pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence
of a Defaulting Lender) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in
any of its Revolving Credit Exposure or Term Loans to any assignee or participant, other than to the Borrower or any Subsidiary
or Affiliate thereof (as to which the provisions of this subsection 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 set-off and counterclaim with respect to such participation as fully as
if such Lender were a direct creditor of the Borrower in the amount of such participation.


 



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


 


Section 2.22         Letters
of Credit.


 


(a)          During
the Availability Period, each Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and
(e) of this Section, may, in its sole discretion, issue, at the request of the Borrower, Letters of Credit for the account of the
Borrower on the terms and conditions hereinafter set forth; provided that (i) each Letter of Credit shall expire on the
earlier of (A) the date one year after the date of issuance of such Letter of Credit (or, in the case of any renewal or extension
thereof, one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the Revolving Commitment
Termination Date; (ii) each Letter of Credit shall be in a stated amount to be mutually agreed between the Borrower and the applicable
Issuing Bank; and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate
LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate
Revolving Commitment Amount and (iv) the Borrower shall not request, and no Issuing Bank shall have an obligation to issue, any
Letter of Credit the proceeds of which would be made available to any Person (AA) to fund any activity or business of or with any
Sanctioned Person or in any Sanctioned Countries, that, at the time of such funding, is the subject of any Sanctions or (BB) in
any manner that would result in a violation of any Sanctions by any party to this Agreement. The Borrower hereby acknowledges and
agrees that the Existing Letters of Credit are deemed to be issued by Preferred Bank, as an Issuing Bank hereunder, for the account
of the Borrower. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable
Issuing Bank without recourse a participation in each Letter of Credit equal to such Lender’s Pro Rata Share of the aggregate
amount available to be drawn under such Letter of Credit (i) on the Closing Date with respect to all Existing Letters of Credit
and (ii) on the date of issuance with respect to all other Letters of Credit. Each issuance of a Letter of Credit shall be deemed
to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.


 



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(b)          To
request the issuance of a Letter of Credit (or any amendment, renewal or extension of an outstanding Letter of Credit), the Borrower
shall give the applicable Issuing Bank and the Administrative Agent irrevocable written notice at least three (3) Business Days
prior to the requested date of such issuance specifying the date (which shall be a Business Day) such Letter of Credit is to be
issued (or amended, renewed or extended, as the case may be), the expiration date of such Letter of Credit, the amount of such
Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare,
amend, renew or extend such Letter of Credit. In addition to the satisfaction of the conditions in Article III, the issuance
of such Letter of Credit (or any amendment which increases the amount of such Letter of Credit) will be subject to the further
conditions that such Letter of Credit shall be in such form and contain such terms as the applicable Issuing Bank shall approve
and that the Borrower shall have executed and delivered any additional applications, agreements and instruments relating to such
Letter of Credit as the applicable Issuing Bank shall reasonably require; provided that in the event of any conflict between such
applications, agreements or instruments and this Agreement, the terms of this Agreement shall control.


 


(c)          At
least two (2) Business Days prior to the issuance of any Letter of Credit, the applicable Issuing Bank will confirm with the Administrative
Agent (by telephone or in writing) that the Administrative Agent has received such notice, and, if not, the applicable Issuing
Bank will provide the Administrative Agent with a copy thereof. Unless the applicable Issuing Bank has received notice from the
Administrative Agent, on or before the Business Day immediately preceding the date the applicable Issuing Bank is to issue the
requested Letter of Credit, directing the applicable Issuing Bank not to issue the Letter of Credit because such issuance is not
then permitted hereunder because of the limitations set forth in subsection (a) of this Section or that one or more conditions
specified in Article III are not then satisfied, then, subject to the terms and conditions hereof, the applicable Issuing
Bank shall, on the requested date, issue such Letter of Credit in accordance with such Issuing Bank’s usual and customary
business practices.


 


(d)          Each
Issuing Bank shall examine all documents purporting to represent a demand for payment under a Letter of Credit promptly following
its receipt thereof. Each Issuing Bank shall notify the Borrower and the Administrative Agent of such demand for payment and whether
such Issuing Bank has made or will make a LC Disbursement thereunder; provided that any failure to give or delay in giving
such notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank and the Lenders with respect to such
LC Disbursement. The Borrower shall be irrevocably and unconditionally obligated to reimburse the applicable Issuing Bank for any
LC Disbursements paid by such Issuing Bank in respect of such drawing, without presentment, demand or other formalities of any
kind. Unless the Borrower shall have notified the applicable Issuing Bank and the Administrative Agent prior to 11:00 a.m. on the
Business Day immediately prior to the date on which such drawing is honored that the Borrower intends to reimburse such Issuing
Bank for the amount of such drawing in funds other than from the proceeds of Revolving Loans, the Borrower shall be deemed to have
timely given a Notice of Revolving Borrowing to the Administrative Agent requesting the Lenders to make a Base Rate Borrowing on
the date on which such drawing is honored in an exact amount due to such Issuing Bank; provided that for purposes solely
of such Borrowing, the conditions precedent set forth in Section 3.2 hereof shall not be applicable. The Administrative
Agent shall notify the Lenders of such Borrowing in accordance with Section 2.3, and each Lender shall make the proceeds
of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the applicable Issuing
Bank in accordance with Section 2.6. The proceeds of such Borrowing shall be applied directly by the Administrative Agent
to reimburse the applicable Issuing Bank for such LC Disbursement.


 


(e)          If
for any reason a Base Rate Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not,
made in accordance with the foregoing provisions, then each Lender (other than the applicable Issuing Bank) shall be obligated
to fund the participation that such Lender purchased pursuant to subsection (a) of this Section in an amount equal to its Pro Rata
Share of such LC Disbursement on and as of the date which such Base Rate Borrowing should have occurred. Each Lender’s obligation
to fund its participation shall be absolute and unconditional and shall not be affected by any circumstance, including, without
limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Lender or any other Person may have against
the applicable Issuing Bank or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default
or the termination of the Aggregate Revolving Commitments, (iii) any adverse change in the condition (financial or otherwise) of
the Borrower or any of its Subsidiaries, (iv) any breach of this Agreement by the Borrower or any other Lender, (v) any amendment,
renewal or extension of any Letter of Credit or (vi) any other circumstance, happening or event whatsoever, whether or not similar
to any of the foregoing. On the date that such participation is required to be funded, each Lender shall promptly transfer, in
immediately available funds, the amount of its participation to the Administrative Agent for the account of the applicable Issuing
Bank. Whenever, at any time after the applicable Issuing Bank has received from any such Lender the funds for its participation
in a LC Disbursement, such Issuing Bank (or the Administrative Agent on its behalf) receives any payment on account thereof, the
Administrative Agent or such Issuing Bank, as the case may be, will distribute to such Lender its Pro Rata Share of such payment;
provided that if such payment is required to be returned for any reason to the Borrower or to a trustee, receiver, liquidator,
custodian or similar official in any bankruptcy proceeding, such Lender will return to the Administrative Agent or such Issuing
Bank any portion thereof previously distributed by the Administrative Agent or such Issuing Bank to it.


 



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(f)          To
the extent that any Lender shall fail to pay any amount required to be paid pursuant to subsection (d) or (e) of this Section on
the due date therefor, such Lender shall pay interest to the applicable Issuing Bank (through the Administrative Agent) on such
amount from such due date to the date such payment is made at a rate per annum equal to the Federal Funds Rate; provided
that if such Lender shall fail to make such payment to the applicable Issuing Bank within three (3) Business Days of such due date,
then, retroactively to the due date, such Lender shall be obligated to pay interest on such amount at the Base Rate.


 


(g)          If
any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative
Agent or the Required Lenders demanding that its reimbursement obligations with respect to the Letters of Credit be Cash Collateralized
pursuant to this subsection, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative
Agent and for the benefit of the Issuing Banks (as applicable) and the Lenders, an amount in cash equal to 105% of the aggregate
LC Exposure of all Lenders as of such date plus any accrued and unpaid fees thereon; provided that such obligation to Cash
Collateralize the reimbursement obligations of the Borrower with respect to the Letters of Credit shall become effective immediately,
and such deposit shall become immediately due and payable, without demand or notice of any kind, upon the occurrence of any Event
of Default with respect to the Borrower described in Section 8.1(h) or (i). Such deposit shall be held by the Administrative
Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative
Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. The Borrower agrees
to execute any documents and/or certificates to effectuate the intent of this subsection. Other than any interest earned on the
investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and
at the Borrower’s risk and expense, such deposits shall not bear interest. Interest and profits, if any, on such investments
shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing
Bank for LC Disbursements for which it had not been reimbursed and, to the extent not so applied, shall be held for the satisfaction
of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated,
with the consent of the Required Lenders, be applied to satisfy other obligations of the Borrower under this Agreement and the
other Loan Documents. If the Borrower is required to Cash Collateralize its reimbursement obligations with respect to the Letters
of Credit as a result of the occurrence of an Event of Default, such cash collateral so posted (to the extent not so applied as
aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waived.


 



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(h)          Upon
the request of any Lender, but no more frequently than quarterly, each Issuing Bank shall deliver (through the Administrative Agent)
to each Lender and the Borrower a report describing the aggregate Letters of Credit then outstanding. Upon the request of any Lender
from time to time, each Issuing Bank shall deliver to such Lender any other information reasonably requested by such Lender with
respect to each Letter of Credit then outstanding.


 


(i)           The
Borrower’s obligation to reimburse LC Disbursements hereunder shall be absolute, unconditional and irrevocable and shall
be performed strictly in accordance with the terms of this Agreement under all circumstances whatsoever and irrespective of any
of the following circumstances:


 


(i)          any
lack of validity or enforceability of any Letter of Credit or this Agreement;


 


(ii)         the
existence of any claim, set-off, defense or other right which the Borrower or any Subsidiary or Affiliate of the Borrower may have
at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such beneficiary
or transferee may be acting), any Lender (including any Issuing Bank) or any other Person, whether in connection with this Agreement
or the Letter of Credit or any document related hereto or thereto or any unrelated transaction;


 


(iii)        any
draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement
therein being untrue or inaccurate in any respect;


 


(iv)        payment
by the applicable Issuing Bank under a Letter of Credit against presentation of a draft or other document to such Issuing Bank
that does not comply with the terms of such Letter of Credit;


 


(v)         any
other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this
Section, constitute a legal or equitable discharge of, or provide a right of set-off against, the Borrower’s obligations
hereunder; or


 


(vi)        the
existence of a Default or an Event of Default.


 


Neither the Administrative Agent, any Issuing
Bank, any Lender nor any Related Party of any of the foregoing shall have any liability or responsibility by reason of or in connection
with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of
any of the circumstances referred to above), or any error, omission, interruption, loss or delay in transmission or delivery of
any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing
thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing
Banks; provided that the foregoing shall not be construed to excuse any Issuing Banks from liability to the Borrower to the extent
of any actual direct damages (as opposed to special, indirect (including claims for lost profits or other consequential damages),
or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered
by the Borrower that are caused by such Issuing Bank’s failure to exercise due care when determining whether drafts or other
documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence
of gross negligence or willful misconduct on the part of any Issuing Bank (as finally determined by a court of competent jurisdiction),
such Issuing Bank shall be deemed to have exercised due care in each such determination. In furtherance of the foregoing and without
limiting the generality thereof, the parties agree that, with respect to documents presented that appear on their face to be in
substantial compliance with the terms of a Letter of Credit, each Issuing Bank may, in its sole discretion, either accept and make
payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary,
or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such
Letter of Credit.


 



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(j)          Unless
otherwise expressly agreed by the applicable Issuing Bank and the Borrower when a Letter of Credit is issued and subject to applicable
laws, (i) each standby Letter of Credit shall be governed by the “International Standby Practices 1998” (ISP98) (or
such later revision as may be published by the Institute of International Banking Law & Practice on any date any Letter of
Credit may be issued), (ii) each documentary Letter of Credit shall be governed by the Uniform Customs and Practices for Documentary
Credits (2007 Revision), International Chamber of Commerce Publication No. 600 (or such later revision as may be published by the
International Chamber of Commerce on any date any Letter of Credit may be issued) and (iii) the Borrower shall specify the foregoing
in each letter of credit application submitted for the issuance of a Letter of Credit.


 


Section 2.23         Increase
of Commitments; Additional Lenders.


 


(a)          From
time to time after the Closing Date and in accordance with this Section, the Borrower and one or more Increasing Lenders or Additional
Lenders (each as defined below) may enter into an agreement to increase the aggregate Revolving Commitments and/or the aggregate
Term Loan Commitments hereunder (each such increase, an “Incremental Commitment”) so long as the following conditions
are satisfied:


 


(i)          the
aggregate principal amount of (A) all such Incremental Commitments made pursuant to this Section shall not exceed the greater of
(I) $80,000,000 and (II) an unlimited amount so long as the Consolidated Total Net Leverage Ratio is less than 2.90:1.00 calculated
on a pro forma basis after giving effect to the incurrence of such Incremental Commitments (and assuming the aggregate amount of
such Incremental Commitments, including all Incremental Revolving Commitments, have been fully funded) and the use of the proceeds
thereof (the principal amount of each such Incremental Commitment, the “Incremental Commitment Amount”) and
(B) all Incremental Revolving Commitments (as defined below) made pursuant to this Section shall not exceed $50,000,000;


 


(ii)         the
Borrower shall execute and deliver such documents and instruments and take such other actions as may be reasonably required by
the Administrative Agent in connection with and at the time of any such proposed increase;


 


(iii)        at
the time of and immediately after giving effect to any such proposed increase, no Default or Event of Default shall exist, all
representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects
(other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality,
in which case such representations and warranties shall be true and correct in all respects), and, since December 31, 2018, there
shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect;


 



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(iv)        (x)
any incremental Term Loans made pursuant to this Section (the “Incremental Term Loans”) shall have a maturity
date no earlier than the Maturity Date and shall have a Weighted Average Life to Maturity no shorter than that of the Term Loans
made pursuant to Section 2.5, and (y) any incremental Revolving Commitments provided pursuant to this Section (the “Incremental
Revolving Commitments”) shall have terms that are identical to the existing Revolving Commitments (except for the amount
thereof) and the Revolving Loans;


 


(v)         the
Borrower and its Subsidiaries shall be in pro forma compliance with each of the financial covenants set forth in Article VI
as of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered, calculated as
if all such Incremental Term Loans had been made and all such Incremental Revolving Commitments had been established (and fully
funded) as of the first day of the relevant period for testing compliance;


 


(vi)        if
the Initial Yield applicable to any such Incremental Term Loans exceeds by more than 0.50% per annum the sum of the Applicable
Margin then in effect for existing Eurodollar Term Loans plus one fourth of the Up-Front Fees paid in respect of the existing
Term Loans (the “Existing Yield”), then the Applicable Margin of all existing Loans shall increase by an amount
equal to the difference between the Initial Yield and the Existing Yield;


 


(vii)       any
collateral securing any such Incremental Commitments (and Incremental Term Loans) shall also secure all other Obligations on a
pari passu basis; and


 


(viii)      all
other terms and conditions with respect to any such Incremental Commitments (and Incremental Term Loans) shall be reasonably satisfactory
to the Administrative Agent.


 


(b)          The
Borrower shall provide at least 30 days’ written notice to the Administrative Agent (who shall promptly provide a copy of
such notice to each Lender) of any proposal to establish an Incremental Commitment. The Borrower may also, but is not required
to, specify any fees offered to those Lenders (the “Increasing Lenders”) that agree to increase the principal
amount of their Revolving Commitments and/or their Term Loan Commitments, which fees may be variable based upon the amount by which
any such Lender is willing to increase the principal amount of its Revolving Commitment and/or its Term Loan Commitment, as applicable.
Each Increasing Lender shall as soon as practicable, and in any case within 15 days following receipt of such notice, specify in
a written notice to the Borrower and the Administrative Agent the amount of such proposed Incremental Commitment that it is willing
to provide. No Lender (or any successor thereto) shall have any obligation, express or implied, to offer to increase the aggregate
principal amount of its Revolving Commitment and/or its Term Loan Commitment, and any decision by a Lender to increase its Revolving
Commitment and/or its Term Loan Commitment shall be made in its sole discretion independently from any other Lender. Only the consent
of each Increasing Lender shall be required for an increase in the aggregate principal amount of the Revolving Commitments and/or
the Term Loan Commitments, as applicable, pursuant to this Section. No Lender which declines to increase the principal amount of
its Revolving Commitment and/or its Term Loan Commitment may be replaced with respect to its existing Revolving Commitment and/or
its Term Loans, as applicable, as a result thereof without such Lender’s consent. If any Lender shall fail to notify the
Borrower and the Administrative Agent in writing about whether it will increase its Revolving Commitment and/or its Term Loan Commitment
within 15 days after receipt of such notice, such Lender shall be deemed to have declined to increase its Revolving Commitment
and/or its Term Loan Commitment, as applicable. The Borrower may in its sole discretion accept some or all of the offered amounts,
reject the offered amounts entirely (in which case the proposed Incremental Commitment shall be deemed withdrawn and of no force
or effect) or designate new lenders that are acceptable to the Administrative Agent (such approval not to be unreasonably withheld)
and otherwise permitted under Section 10.4(b) as additional Lenders hereunder in accordance with this Section (the “Additional
Lenders”), which Additional Lenders may assume all or a portion of such Incremental Commitment. The Borrower and the
Administrative Agent shall have discretion jointly to adjust the allocation of such Incremental Revolving Commitments and/or such
Incremental Term Loans among the Increasing Lenders and the Additional Lenders. The sum of the increase in the Revolving Commitments
and the Term Loan Commitments of the Increasing Lenders plus the Revolving Commitments and the Term Loan Commitments of the Additional
Lenders shall not in the aggregate exceed the unsubscribed amount of the Incremental Commitment Amount.


 



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(c)          Subject
to subsections (a) and (b) of this Section, any increase requested by the Borrower shall be effective upon delivery to the Administrative
Agent of each of the following documents:


 


(i)          an
originally executed copy of an instrument of joinder, in form and substance reasonably acceptable to the Administrative Agent,
executed by the Borrower, by each Additional Lender and by each Increasing Lender, setting forth the new Revolving Commitments
and/or new Term Loan Commitments, as applicable, of such Lenders and setting forth the agreement of each Additional Lender to become
a party to this Agreement and to be bound by all of the terms and provisions hereof;


 


(ii)         such
evidence of appropriate corporate authorization on the part of the Borrower with respect to such Incremental Commitment and such
opinions of counsel for the Borrower with respect to such Incremental Commitment as the Administrative Agent may reasonably request;


 


(iii)        a
certificate of the Borrower signed by a Responsible Officer, in form and substance reasonably acceptable to the Administrative
Agent, certifying that each of the conditions in subsection (a) of this Section has been satisfied and each of the conditions set
forth in Section 3.2 have been satisfied;


 


(iv)        to
the extent requested by any Additional Lender or any Increasing Lender, executed promissory notes evidencing such Incremental Revolving
Commitments and/or such Incremental Term Loans, issued by the Borrower in accordance with Section 2.10; and


 


(v)         any
other certificates or documents that the Administrative Agent shall reasonably request, in form and substance reasonably satisfactory
to the Administrative Agent.


 


Upon the effectiveness of any such Incremental
Commitment, the Commitments and Pro Rata Share of each Lender will be adjusted to give effect to the Incremental Revolving Commitments
and/or the Incremental Term Loans, as applicable, and Schedule II shall automatically be deemed amended accordingly.


 


(d)          If
any Incremental Term Loans are to have terms that are different from the Term Loans outstanding immediately prior to such incurrence
(any such Incremental Term Loans, the “Non-Conforming Credit Extensions”), all such terms shall be as set forth
in a separate assumption agreement among the Borrower, the Lenders providing such Incremental Term Loans and the Administrative
Agent, the execution and delivery of which agreement shall be a condition to the effectiveness of the Non-Conforming Credit Extensions.
The scheduled principal payments on the Term Loans to be made pursuant to Section 2.9 shall be ratably increased after
the making of any Incremental Term Loans (other than Term Loans that are Non-Conforming Credit Extensions) under this Section by
the aggregate principal amount of such Incremental Term Loans. After the incurrence of any Non-Conforming Credit Extensions that
are Term Loans, all optional prepayments of Term Loans shall be allocated ratably between the then-outstanding Term Loans
and such Non-Conforming Credit Extensions. If the Borrower incurs Incremental Revolving Commitments under this Section, the Borrower
shall, after such time, repay and incur Revolving Loans ratably as between the Incremental Revolving Commitments and the Revolving
Commitments outstanding immediately prior to such incurrence. Notwithstanding anything to the contrary in Section 10.2,
the Administrative Agent is expressly permitted to amend the Loan Documents to the extent necessary to give effect to any increase
pursuant to this Section and mechanical changes necessary or advisable in connection therewith (including amendments to implement
the requirements in the preceding two sentences, amendments to ensure pro rata allocations of Eurodollar Loans and Base
Rate Loans between Loans incurred pursuant to this Section and Loans outstanding immediately prior to any such incurrence and amendments
to implement ratable participation in Letters of Credit).


 






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(e)          For
purposes of this Section, the following terms shall have the meanings specified below:


 


(i)          “Initial
Yield” shall mean, with respect to Incremental Term Loans, the amount (as determined by the Administrative Agent) equal
to the sum of (A) the margin above the Adjusted LIBO Rate on such Incremental Term Loans (including as margin the effect of any
“LIBO rate floor” applicable on the date of the calculation), plus (B) (x) the amount of any Up-Front Fees on
such Incremental Term Loans (including any fee or discount received by the Lenders in connection with the initial extension thereof),
divided by (y) the lesser of (I) the Weighted Average Life to Maturity of such Incremental Term Loans and (II) four.


 


(ii)         “Up-Front
Fees” shall mean the amount of any fees or discounts received by the Lenders in connection with the making of Loans or
extensions of credit, expressed as a percentage of such Loan or extension of credit. For the avoidance of doubt, “Up-Front
Fees” shall not include any arrangement fee paid to the arranger(s) thereof.


 


(iii)        “Weighted
Average Life to Maturity” shall mean, when applied to any Indebtedness at any date, the number of years obtained by dividing
(i) the sum of the products obtained by multiplying (x) the amount of each then remaining installment, sinking fund, serial maturity
or other required payments of principal, including payment at final maturity, in respect thereof, by (y) 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.


 


Section 2.24         Mitigation
of Obligations. If any Lender requests compensation under Section 2.18, or if the Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.20, 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 sole judgment of such
Lender, such designation or assignment (i) would eliminate or reduce amounts payable under Section 2.18 or Section 2.20,
as the case may be, 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 costs and expenses incurred by any Lender in connection
with such designation or assignment.


 






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Section 2.25         Replacement
of Lenders. If (a) any Lender requests compensation under Section 2.18, or if the Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.20, (b)
any Lender is a Defaulting Lender, or (c) in connection with any proposed amendment, modification, termination, waiver or consent
with respect to any of the provisions hereof as contemplated by Section 10.2(b), the consent of Required Lenders shall have
been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent
is required shall not have been obtained, 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
set forth in Section 10.4(b)), all of its interests, rights (other than its existing rights to payments pursuant to Section
2.18 or 2.20, as applicable) and obligations under this Agreement to an assignee that shall assume such obligations
(which assignee may be another Lender) (a “Replacement Lender”); provided that (i) the Borrower shall
have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such
Lender shall have received payment of an amount equal to the outstanding principal amount of all Loans owed to it, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder from the assignee (in the case of such outstanding principal
and accrued interest) and from the Borrower (in the case of all other amounts), (iii) in the case of a claim for compensation under
Section 2.18 or payments required to be made pursuant to Section 2.20, such assignment will result in a reduction
in such compensation or payments, and (iv) in the case of a Non-Consenting Lender, each Replacement Lender shall consent, at the
time of such assignment, to each matter in respect of which such terminated Lender was a Non-Consenting Lender. 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 2.26         Defaulting
Lenders.


 


(a)          Cash
Collateral


 


(i)          At
any time that there shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative
Agent or the applicable Issuing Bank (with a copy to the Administrative Agent) the Borrower shall Cash Collateralize such Issuing
Bank’s LC Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.26(b)(iv) and
any Cash Collateral provided by such Defaulting Lender) in an amount not less than 105% of such Issuing Bank’s LC Exposure
with respect to such Defaulting Lender.


 


(ii)         The
Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent,
for the benefit of each Issuing Bank, and agrees to maintain, a first priority security interest in all such Cash Collateral as
security for the Defaulting Lenders’ obligation to fund participations in respect of Letters of Credit, to be applied pursuant
to clause (iii) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim
of any Person other than the Administrative Agent and the applicable Issuing Bank as herein provided, or that the total amount
of such Cash Collateral is less than the minimum amount required pursuant to clause (i) above, the Borrower will, promptly upon
demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient
to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).


 


(iii)        Notwithstanding
anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.26(a) or Section
2.26(b) in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to
fund participations in respect of Letters of Credit or LC Disbursements (including, as to Cash Collateral provided by a Defaulting
Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application
of such property as may otherwise be provided for herein.


 






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(iv)        Cash
Collateral (or the appropriate portion thereof) provided to reduce any Issuing Bank’s LC Exposure shall no longer be required
to be held as Cash Collateral pursuant to this Section 2.26(a) following (A) the elimination of the applicable LC Exposure
(including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative
Agent and such Issuing Bank that there exists excess Cash Collateral; provided that, subject to Section 2.26(b) through
(d) the Person providing Cash Collateral and the applicable Issuing Bank may agree that Cash Collateral shall be held to
support future anticipated LC Exposure or other obligations and provided further that to the extent that such Cash Collateral
was provided by the Borrower, such Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents.


 


(b)          Defaulting
Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting
Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:


 


(i)          Such
Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall
be restricted as set forth in the definition of Required Lenders and in Section 10.2.


 


(ii)         Any
payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender
(whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent
from a Defaulting Lender pursuant to Section 10.7 shall be applied at such time or times as may be determined by the Administrative
Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder;
second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Banks or Swingline
Lender hereunder; third, to Cash Collateralize each Issuing Bank’s LC Exposure with respect to such Defaulting Lender
in accordance with Section 2.26(a); fourth, as the Borrower may request (so long as no Default or Event of Default
exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required
by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower,
to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding
obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ future LC Exposure with
respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section
2.26(a); sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks or Swingline Lender as a result
of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank or Swingline Lender against such
Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh,
so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment
of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender's
breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court
of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements
in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related
Letters of Credit were issued at a time when the conditions set forth in Section 3.2 were satisfied or waived, such payment
shall be applied solely to pay the Loans of, and LC Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior
to being applied to the payment of any Loans of, or LC Disbursements owed to, such Defaulting Lender until such time as all Loans
and funded and unfunded participations in L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with
the Commitments under the applicable Facility without giving effect to sub-section (iv) below. Any payments, prepayments or other
amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post
Cash Collateral pursuant to this Section 2.26(b)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and
each Lender irrevocably consents hereto.


 



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(iii)        (A)
No Defaulting Lender shall be entitled to receive any Commitment Fee pursuant to Section 2.14(b) for any period during which
that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required
to have been paid to that Defaulting Lender).


 


(B)         Each
Defaulting Lender shall be entitled to receive letter of credit fees pursuant to Section 2.14(c) for any period during which
that Lender is a Defaulting Lender only to the extent allocable to that portion of its LC Exposure for which it has provided Cash
Collateral pursuant to Section 2.26(a).


 


(C)         With
respect to any letter of credit fee not required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above, the Borrower
shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect
to such Defaulting Lender’s participation in Letters of Credit or Swingline Loans that has been reallocated to such Non-Defaulting
Lender pursuant to clause (iv) below, (y) pay to each Issuing Bank and Swingline Lender, as applicable, the amount of any such
fee otherwise payable to such Defaulting Lender to the extent allocable to such Issuing Bank’s LC Exposure or Swingline Lender’s
Swingline Exposure with respect to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.


 


(iv)        All
or any part of such Defaulting Lender’s participation in Letters of Credit and Swingline Loans shall be reallocated among
the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares of the Revolving Commitments (calculated without
regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (x) the conditions set forth in Section
3.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative
Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time),
and (y) such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting
Lender’s Revolving Commitment. Subject to Section 10.18, no reallocation hereunder shall constitute a waiver or release
of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including
any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.


 


(v)         If
the reallocation described in clause (iv) above cannot, or can only partially, be effected, the Borrower shall, without prejudice
to any right or remedy available to it hereunder or under law, (x) first, prepay Swingline Loans in an amount equal to the Swingline
Lender’s Swingline Exposure with respect to such Defaulting Lender and (y) second, Cash Collateralize the Issuing Banks’
LC Exposure with respect to such Defaulting Lender in accordance with the procedures set forth in Section 2.26(a).


 



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(c)          Defaulting
Lender Cure. If the Borrower, the Administrative Agent, Swingline Lender and the Issuing Banks agree in writing that a Lender
is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date
specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash
Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders
or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded
participations in Letters of Credit and Swingline Loans to be held pro rata by the Lenders in accordance with the applicable Commitments
(without giving effect to Section 2.26(b)(iv), whereupon such Lender will cease to be a Defaulting Lender; provided
that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while
that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the
affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any
party hereunder arising from that Lender’s having been a Defaulting Lender.


 


(d)          New
Swingline Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, (i) the Swingline Lender shall not be required
to fund any Swingline Loans unless it is satisfied that it will have no Swingline Exposure after giving effect to such Swingline
Loan and (ii) no Issuing Bank shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied
that it will have no LC Exposure after giving effect thereto.


 


Article
III



CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT


 


Section 3.1           Conditions
to Effectiveness. The obligations of the Lenders (including the Swingline Lender) to make Loans and the obligation of the
Issuing Banks to issue any Letters of Credit hereunder shall not become effective until the date on which each of the following
conditions is satisfied (or waived in accordance with Section 10.2):


 


(a)          The
Administrative Agent shall have received payment of all fees, expenses and other amounts due and payable on or prior to the Closing
Date, including, without limitation, all fees payable pursuant to the Fee Letter and reimbursement or payment of all out-of-pocket
expenses of the Administrative Agent, SunTrust Robinson Humphrey, Inc. and their Affiliates (including reasonable fees, charges
and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any
other Loan Document and under any agreement with the Administrative Agent or the Arrangers.


 


(b)          The
Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative
Agent:


 


(i)          a
counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative
Agent (which may include facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart
of this Agreement;


 


(ii)         a
certificate of the Secretary or Assistant Secretary of each Loan Party in the form of Exhibit 3.1(b)(ii), attaching and
certifying copies of its bylaws, or partnership agreement or limited liability company agreement, and of the resolutions of its
board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the
execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature
of each officer of such Loan Party executing the Loan Documents to which it is a party;


 



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(iii)        certified
copies of the articles or certificate of incorporation (subject to Section 5.17), certificate of organization or limited
partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence,
as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party (and each other jurisdiction
where such Loan Party is required to be qualified to do business as a foreign corporation solely to the extent that the failure
to be so qualified as a foreign corporation in such other jurisdiction could result in a Material Adverse Effect);


 


(iv)        a
favorable written opinion of (A) Tin Kin Lee Law Offices, counsel to the Loan Parties, addressed to the Administrative Agent, each
Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions
contemplated therein as the Administrative Agent shall reasonably request (which opinions will expressly permit reliance by permitted
successors and assigns of the Administrative Agent, the Issuing Banks and the Lenders), (B) Bryan Cave LLP, addressed to the Administrative
Agent, each Issuing Bank and each of the Lenders, and covering certain matters relating to the Investment Company Act of 1940,
as amended and (C) Tin Kin Lee Law Offices, counsel to AP-AMH, addressed to the Administrative Agent, each Issuing Bank and each
of the Lenders, and covering such matters relating to AP-AMH, the AP-AMH Loan Documents and the transactions contemplated therein
as the Administrative Agent shall reasonably request (which opinions will expressly permit reliance by permitted successors and
assigns of the Administrative Agent, the Issuing Banks and the Lenders);


 


(v)         a
certificate in the form of Exhibit 3.1(b)(v), dated the Closing Date and signed by a Responsible Officer, certifying that
after giving effect to the funding of the Term Loans and any initial Revolving Borrowing, (x) no Default or Event of Default exists,
(y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the
date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had
or could reasonably be expected to have a Material Adverse Effect;


 


(vi)        a
duly executed Notice of Borrowing for the Term Loans and any initial Revolving Borrowing, together with a report setting forth
the sources and uses of the proceeds thereof;


 


(vii)       certified
copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained
under any Requirement of Law, or by any Contractual Obligation of any Loan Party in connection with the execution, delivery, performance,
validity and enforceability of the Loan Documents and Related Transaction Documents or any of the transactions contemplated thereby,
and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable
waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or
any transaction being financed with the proceeds thereof shall be ongoing;


 


(viii)      copies
of the Historical Financial Statements;


 


(ix)         financial
projections of the Borrower and its Subsidiaries (to be made on a pro forma basis after giving effect to the consummation
of the Related Transactions) for the Fiscal Quarters ending September 30, 2019 and December 31, 2019, and for each Fiscal Year
ending thereafter (through the Fiscal Year ending December 31, 2023);


 



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(x)          a
duly completed and executed Compliance Certificate, including calculations of the financial covenants set forth in Article VI
hereof as of June 30, 2019, calculated on a pro forma basis as if the Term Loans and any initial Revolving Borrowing had
been funded as of the first day of the relevant period for testing compliance (and setting forth in reasonable detail such calculations);


 


(xi)         a
certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming that each Loan Party
is Solvent before and after giving effect to the funding of the Term Loans and any initial Revolving Borrowing and the consummation
of the transactions contemplated to occur on the Closing Date;


 


(xii)        the
Guaranty and Security Agreement, duly executed by the Borrower and each of its Subsidiaries (other than any Excluded Subsidiary),
together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions
with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative
Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment and fixture
lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as requested
by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances
and Liens to be released on the Closing Date, (C) a Perfection Certificate, duly completed and executed by the Borrower, (D) duly
executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, (E) subject to Section
5.17 (if applicable), original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries
owned directly by any Loan Party (or, if the pledge of all of the voting Capital Stock of any Foreign Subsidiary would result in
materially adverse tax consequences, limited to 65% of the issued and outstanding voting Capital Stock of such Foreign Subsidiary
and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary, as applicable) and (F) subject to Section
5.17 (if applicable), stock or membership interest powers or other appropriate instruments of transfer executed in blank;


 


(xiii)       copies
of duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each of the Existing
Lenders or the administrative agent thereof, together with (a) UCC-3 or other appropriate termination statements, in form and substance
satisfactory to the Administrative Agent, releasing all liens of the Existing Lenders upon any of the personal property of the
Borrower and its Subsidiaries, (b) cancellations and releases, in form and substance satisfactory to the Administrative Agent,
releasing all liens of the Existing Lenders upon any of the real property of the Borrower and its Subsidiaries, and (c) any other
releases, terminations or other documents reasonably required by the Administrative Agent to evidence the payoff of Indebtedness
owed to the Existing Lenders;


 


(xiv)      at
least five (5) days prior to the date of this Agreement, all documentation and other information required by bank regulatory authorities
or reasonably requested by the Administrative Agent or any Lender under or in respect of applicable “know your customer”
and anti-money laundering legal requirements including the Patriot Act and, if the Borrower qualifies as a “legal entity
customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to Borrower;


 



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(xv)       certified
copies of all Material Agreements (including, for the avoidance of doubt, the Associated Practice Documents);


 


(xvi)      certificates
of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property
and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee or additional
insured, as the case may be, together with a lender’s loss payable endorsement in form and substance satisfactory to the
Administrative Agent;


 


(xvii)     the
Closing Date Collateral Assignments;


 


(xviii)    evidence
that the Borrower shall have filed a UCC-1 financing statement to perfect its security interest in the collateral securing the
AP-AMH Loan, and such UCC-1 financing statement shall name the Administrative Agent as an “additional secured party”;


 


(xix)       a
duly executed Transfer Restriction Agreement granted and delivered by Thomas Lam, M.D., in his capacity as the sole shareholder
of APC-LSMA Designated Shareholder Medical Corporation, in favor of NMM and the Borrower; and


 


(xx)        a
second amendment to the Management Services Agreement in order to relinquish control over the account that receives payment from
Third Party Payor Programs.


 


(c)          All
conditions precedent to the consummation of the Related Transactions, other than the funding of the Loans, shall have been satisfied,
and the Related Transactions shall be consummated simultaneously with the closing and funding of the Loans in accordance with the
terms of the Related Transaction Documents, without alteration, amendment or other change, supplement or modification of the Related
Transaction Documents except for waivers of conditions that are not material or adverse to the Lenders or as otherwise approved
in writing by the Required Lenders. The Administrative Agent (or its counsel) shall have received certified copies of the Related
Transaction Documents, each in form and substance satisfactory to the Administrative Agent and the Arranger.


 


Without limiting the generality of the
provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that
has signed this Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other
matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative
Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.


 


Section 3.2           Conditions
to Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing and of each Issuing
Bank to issue, amend, renew or extend any Letter of Credit is subject to Section 2.26(c) and the satisfaction of the following
conditions:


 


(a)          at
the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter
of Credit, as applicable, no Default or Event of Default shall exist;


 


(b)          at
the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter
of Credit, as applicable, all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and
correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse
Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects);


 



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(c)          since
the date of the most recent financial statements delivered by the Borrower pursuant to Section 5.1(a), there shall have
been no change which has had or could reasonably be expected to have a Material Adverse Effect;


 


(d)          the
Borrower shall have delivered the required Notice of Borrowing together with a report setting forth the sources and uses of the
proceeds hereof (if applicable); and


 


(e)          the
Administrative Agent shall have received such other documents, certificates, information or legal opinions as the Administrative
Agent or the Required Lenders may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent
or the Required Lenders.


 


Each Borrowing and each issuance, amendment,
renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the
date thereof as to the matters specified in subsections (a), (b) and (c) of this Section.


 


Section 3.3           Delivery
of Documents. All of the Loan Documents, certificates, legal opinions and other documents and papers referred to in this
Article, unless otherwise specified, shall be delivered to the Administrative Agent for the account of each of the Lenders and
in sufficient counterparts or copies for each of the Lenders and shall be in form and substance satisfactory in all respects to
the Administrative Agent.


 


Article
IV



REPRESENTATIONS AND WARRANTIES


 


The Borrower represents
and warrants, both before and after giving effect to the Related Transactions, to the Administrative Agent, each Lender and each
Issuing Bank as follows (provided, however, that any representation and warranty made with respect to any Associated Practice
by the Borrower pursuant to this Article IV shall be deemed to be made subject to the Knowledge of the Borrower and it being further
acknowledged and agreed that each such representation and warranty is made (i) only to the extent that there is an express reference
to an Associated Practice in such representation and warranty and (ii) by the Borrower and not any Associated Practice):


 


Section 4.1           Existence;
Power. The Borrower, each of its Subsidiaries and each Associated Practice (i) is duly organized, validly existing and
in good standing as a corporation, partnership or limited liability company under the laws of the jurisdiction of its organization,
(ii) has all requisite power and authority to carry on its business as now conducted and (iii) is duly qualified to do business,
and is in good standing, in each jurisdiction where such qualification is required, except where a failure to be so qualified could
not reasonably be expected to result in a Material Adverse Effect. The Borrower and each of its Subsidiaries has all requisite
power and authority to execute, deliver and perform its obligations under the Loan Documents to which it is a party.


 


Section 4.2           Organizational
Power; Authorization. The execution, delivery and performance by each Loan Party of the Loan Documents and the other Related
Transaction Documents to which it is a party are within such Loan Party’s organizational powers and have been duly authorized
by all necessary organizational and, if required, shareholder, partner or member action. This Agreement has been duly executed
and delivered by the Borrower and constitutes, and each other Loan Document and Related Transaction Document to which any Loan
Party is a party, when executed and delivered by such Loan Party, will constitute, valid and binding obligations of the Borrower
or such Loan Party (as the case may be), enforceable against it in accordance with their respective terms, except as may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’
rights generally and by general principles of equity.


 



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Section 4.3           Governmental
Approvals; No Conflicts. The execution, delivery and performance by each Loan Party of the Loan Documents and the other
Related Transaction Documents to which it is a party (a) do not require any consent or approval of, registration or filing with,
or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect and except
for filings necessary to perfect or maintain perfection of the Liens created under the Loan Documents, (b) will not violate any
Requirement of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority,
(c) will not violate or result in a default under any Contractual Obligation of the Borrower or any of its Subsidiaries or any
of its assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries and
(d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens
(if any) created under the Loan Documents. Each of the Borrower’s, its Subsidiaries’ and Associated Practices’
employees and contractors providing professional medical services to patients is, and has at all times been, while servicing in
such capacity under employment of or contract with the Borrower, any other Loan Party or any Associated Practices, (i) duly licensed
and certified (as and where required) by each regulatory body having jurisdiction over services rendered by such Person and (ii)
eligible (as and where required) to participate in Third Party Payor Programs, except to the extent that such failure to be licensed,
certified or eligible, as the case may be, would not reasonably be expected to have a Material Adverse Effect, either individually
or in the aggregate.


 


Section 4.4           Financial
Statements. The Borrower has furnished the Historical Financial Statements to the Administrative Agent. The Historical
Financial Statements fairly present the consolidated financial condition of the Borrower and its Subsidiaries as of such dates
and the consolidated results of operations for such periods in conformity with GAAP consistently applied, subject to year-end audit
adjustments and the absence of footnotes in the case of the quarterly statements. Since December 31, 2018, there have been no changes
with respect to the Borrower and its Subsidiaries which have had or could reasonably be expected to have, either individually or
in the aggregate, a Material Adverse Effect.


 


Section 4.5           Litigation
and Environmental Matters.


 


(a)          No
litigation, investigation or proceeding of or before any arbitrators or Governmental Authorities is pending against or, to the
Knowledge of the Borrower, threatened against or affecting the Borrower, any of its Subsidiaries or any Associated Practice (i)
as to which there is a reasonable possibility of an adverse determination that could reasonably be expected to have, either individually
or in the aggregate, a Material Adverse Effect or (ii) which in any manner draws into question the validity or enforceability of
this Agreement or any other Loan Document or Related Transaction Document.


 


(b)          Except
for the matters set forth on Schedule 4.5, none of the Borrower, any of its Subsidiaries or any Associated Practice (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) has received notice of any claim with
respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.


 



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Section 4.6           Compliance
with Laws and Agreements. The Borrower, each of its Subsidiaries and each Associated Practice is in compliance with (a)
all Requirements of Law and all judgments, decrees and orders of any Governmental Authority and (b) all indentures, agreements
or other instruments binding upon it or its properties, except where non-compliance, either individually or in the aggregate, could
not reasonably be expected to result in a Material Adverse Effect.


 


Section 4.7           Investment
Company Act. Neither the Borrower nor any of its Subsidiaries is (a) an “investment company” or is “controlled”
by an “investment company”, as such terms are defined in, or subject to regulation under, the Investment Company Act
of 1940, as amended and in effect from time to time, or (b) other than in the case of any Regulated Entity, otherwise subject to
any other regulatory scheme limiting its ability to borrow money or requiring any approval or consent from, or registration or
filing with, any Governmental Authority in connection therewith.


 


Section 4.8           Taxes.
The Borrower, its Subsidiaries, the Associated Practices and each other Person for whose taxes the Borrower, any of its Subsidiaries
or any Associated Practice could become liable have timely filed or caused to be filed all Federal income tax returns and all other
material tax returns that are required to be filed by them, and have paid all taxes shown to be due and payable on such returns
or on any assessments made against it or its property and all other taxes, fees or other charges imposed on it or any of its property
by any Governmental Authority, except where the same are currently being contested in good faith by appropriate proceedings and
for which the Borrower, such Subsidiary or such Associated Practice, as the case may be, has set aside on its books adequate reserves
in accordance with GAAP. The charges, accruals and reserves on the books of the Borrower, its Subsidiaries and the Associated Practices
in respect of such taxes are adequate, and no tax liabilities that could be materially in excess of the amount so provided are
anticipated. None of the Borrower, its Subsidiaries or the Associated Practices has any obligation to pay or has any liability
with respect to the Seller’s or any of its Affiliates’ tax liability.


 


Section 4.9           Margin
Regulations. None of the proceeds of any of the Loans or Letters of Credit will be used, directly or indirectly, for “purchasing”
or “carrying” any “margin stock” within the respective meanings of each of such terms under Regulation
U or for any purpose that violates the provisions of Regulation T, Regulation U or Regulation X. Neither the Borrower 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 purchasing or carrying “margin stock”.


 


Section 4.10         ERISA.
Each Plan is in substantial compliance in form and operation with its terms and with ERISA and the Code (including, without limitation,
the Code provisions compliance with which is necessary for any intended favorable tax treatment) and all other applicable laws
and regulations. Each Plan (and each related trust, if any) which is intended to be qualified under Section 401(a) of the Code
has received a favorable determination letter from the IRS to the effect that it meets the requirements of Sections 401(a) and
501(a) of the Code covering all applicable tax law changes, or is comprised of a master or prototype plan that has received a favorable
opinion letter from the IRS, and nothing has occurred since the date of such determination that would adversely affect such determination
(or, in the case of a Plan with no determination, nothing has occurred that would adversely affect the issuance of a favorable
determination letter or otherwise adversely affect such qualification). No ERISA Event has occurred or is reasonably expected to
occur. There exists no Unfunded Pension Liability with respect to any Plan. None of the Borrower, any of its Subsidiaries or any
ERISA Affiliate is making or accruing an obligation to make contributions, or has, within any of the five calendar years immediately
preceding the date this assurance is given or deemed given, made or accrued an obligation to make, contributions to any Multiemployer
Plan. There are no actions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to
the Knowledge of the Borrower, any of its Subsidiaries or any ERISA Affiliate, threatened, which would reasonably be expected to
be asserted successfully against any Plan and, if so asserted successfully, would reasonably be expected either singly or in the
aggregate to result in liability to the Borrower or any of its Subsidiaries. The Borrower, each of its Subsidiaries and each ERISA
Affiliate have made all contributions to or under each Plan and Multiemployer Plan required by law within the applicable time limits
prescribed thereby, by the terms of such Plan or Multiemployer Plan, respectively, or by any contract or agreement requiring contributions
to a Plan or Multiemployer Plan. No Plan which is subject to Section 412 of the Code or Section 302 of ERISA has applied for or
received an extension of any amortization period within the meaning of Section 412 of the Code or Section 303 or 304 of ERISA.
None of the Borrower, any of its Subsidiaries or any ERISA Affiliate have ceased operations at a facility so as to become subject
to the provisions of Section 4068(a) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of
Section 4063 of ERISA or ceased making contributions to any Plan subject to Section 4064(a) of ERISA to which it made contributions.
Each Non-U.S. Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes,
rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities,
except as would not reasonably be expected to result in liability to the Borrower or any of its Subsidiaries. All contributions
required to be made with respect to a Non-U.S. Plan have been timely made. Neither the Borrower nor any of its Subsidiaries has
incurred any obligation in connection with the termination of, or withdrawal from, any Non-U.S. Plan. The present value of the
accrued benefit liabilities (whether or not vested) under each Non-U.S. Plan, determined as of the end of the Borrower’s
most recently ended fiscal year on the basis of reasonable actuarial assumptions, did not exceed the current value of the assets
of such Non-U.S. Plan allocable to such benefit liabilities.


 



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Section 4.11         Ownership
of Property; Insurance.


 


(a)          Each
of the Borrower and its Subsidiaries has good title to, or valid leasehold interests in, all of its real and personal property
material to the operation of its business, including all such properties reflected in the most recent audited Historical Financial
Statements or purported to have been acquired by the Borrower or any of its Subsidiaries after said date (except as sold or otherwise
disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases
that individually or in the aggregate are material to the business or operations of the Borrower and its Subsidiaries are valid
and subsisting and are in full force.


 


(b)          Each
of the Borrower, its Subsidiaries and the Associated Practices, as the case may be, owns, or is licensed or otherwise has the right
to use, all patents, trademarks, service marks, trade names, copyrights and other intellectual property material to its business,
and the use thereof by the Borrower, its Subsidiaries and the Associated Practices, as the case may be, does not infringe in any
material respect on the rights of any other Person.


 


(c)          The
properties of the Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies which are
not Affiliates of the Borrower, in such amounts with such deductibles and covering such risks as are customarily carried by companies
engaged in similar businesses and owning similar properties in localities where the Borrower or any applicable Subsidiary operates.


 


(d)          
As of the Closing Date, neither the Borrower nor any of its Subsidiaries owns any Real Estate.


 



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Section 4.12         Disclosure.


 


(a)          The
Borrower has disclosed to the Lenders all agreements, instruments, and corporate or other restrictions to which the Borrower, each
of its Subsidiaries and each Associated Practice is subject, and all other matters known to any of them, that, either individually
or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither the lender presentation nor any
of the reports (including, without limitation, all reports that the Borrower is required to file with the Securities and Exchange
Commission), financial statements, certificates or other information furnished by or on behalf of the Borrower to the Administrative
Agent or any Lender in connection with the negotiation or syndication of this Agreement or any other Loan Document or delivered
hereunder or thereunder (as modified or supplemented by any other information so furnished) contains any material misstatement
of fact or omits to state any material fact necessary to make the statements therein, taken as a whole in light of the circumstances
under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower
represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.


 


(b)          As
of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.


 


Section 4.13         Labor
Relations. There are no strikes, lockouts or other material labor disputes or grievances against the Borrower, any of its
Subsidiaries or any Associated Practice, or, to the Borrower’s Knowledge, threatened against or affecting the Borrower, any
of its Subsidiaries or any Associated Practice, and no significant unfair labor practice charges or grievances are pending against
the Borrower, any of its Subsidiaries or any Associated Practice, or, to the Borrower’s Knowledge, threatened against any
of them before any Governmental Authority. All payments due from the Borrower, any of its Subsidiaries or any Associated Practice
pursuant to the provisions of any collective bargaining agreement have been paid or accrued as a liability on the books of the
Borrower, any such Subsidiary or any such Associated Practice, except where the failure to do so could not reasonably be expected
to have a Material Adverse Effect.


 


Section 4.14         Subsidiaries.
Schedule 4.14 sets forth the name of, the ownership interest of the applicable Loan Party in, the jurisdiction of incorporation
or organization of, and the type of each Subsidiary of the Borrower and the other Loan Parties and identifies each Subsidiary that
is a Subsidiary Loan Party, in each case as of the Closing Date.


 


Section 4.15         Solvency.
After giving effect to the execution and delivery of the Loan Documents and the other Related Transaction Documents, the making
of the Loans under this Agreement and the consummation of the other Related Transactions, each Loan Party is Solvent.


 


Section 4.16         Deposit
and Disbursement Accounts. Schedule 4.16 lists all banks and other financial institutions at which any Loan Party
maintains deposit accounts, lockbox accounts, disbursement accounts, investment accounts or other similar accounts as of the Closing
Date, and such Schedule correctly identifies the name, address and telephone number of each financial institution, the name in
which the account is held, the type of the account, and the complete account number therefor.


 


Section 4.17         Collateral
Documents.


 


(a)          The
Guaranty and Security Agreement is effective to create in favor of the Administrative Agent for the ratable benefit of the Secured
Parties a legal, valid and enforceable security interest in the Collateral (as defined therein), and when UCC financing statements
in appropriate form are filed in the offices specified on Schedule 3 to the Guaranty and Security Agreement, the Liens created
under the Guaranty and Security Agreement shall constitute a fully perfected Lien (to the extent that such Lien may be perfected
by the filing of a UCC financing statement) on, and security interest in, all right, title and interest of the grantors thereunder
in such Collateral, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted
by Section 7.2 which are prior as a matter of law. When the certificates evidencing all Capital Stock pledged pursuant to
the Guaranty and Security Agreement are delivered to the Administrative Agent, together with appropriate stock powers or other
similar instruments of transfer duly executed in blank, the Liens in such Capital Stock shall be fully perfected first priority
security interests, perfected by “control” as defined in the UCC.


 



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(b)          When
the filings in subsection (a) of this Section are made and when, if applicable, the Patent Security Agreements and the Trademark
Security Agreements are filed in the United States Patent and Trademark Office and the Copyright Security Agreements are filed
in the United States Copyright Office, the Liens created by Guaranty and Security Agreement shall constitute a fully perfected
Lien on, and security interest in, all right, title and interest of the Loan Parties in the Patents, Trademarks and Copyrights,
if any, in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement
or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in
each case prior and superior in right to any other Person.


 


(c)          Each
Mortgage, when duly executed and delivered by the relevant Loan Party, will be effective to create in favor of the Administrative
Agent for the ratable benefit of the Secured Parties a legal, valid and enforceable Lien on all of such Loan Party’s right,
title and interest in and to the Real Estate of such Loan Party covered thereby and the proceeds thereof, and when such Mortgage
is filed in the real estate records where the respective Mortgaged Property is located, such Mortgage shall constitute a fully
perfected Lien on, and security interest in, all right, title and interest of such Loan Party in such Real Estate and the proceeds
thereof, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by
Section 7.2 which are prior as a matter of law.


 


(d)          No
Mortgage encumbers improved real property that is located in an area that has been identified by the Secretary of Housing and Urban
Development as an area having special flood hazards and in which flood insurance has been made available under the National Flood
Insurance Act of 1968, except to the extent that the applicable Loan Party maintains flood insurance with respect to such improved
real property in compliance with the requirements of Section 5.8.


 


Section 4.18         Associated
Practice Documents; Related Transaction Documents. The Borrower, its Subsidiaries and, to the Borrower’s Knowledge,
each other party to the Associated Practice Documents and Related Transaction Documents has duly taken all necessary organizational
action to authorize the execution, delivery and performance of the Associated Practice Documents and the Related Transaction Documents
and the consummation of transactions contemplated by each of the foregoing.


 


Section 4.19         Material
Agreements. As of the Closing Date, all Material Agreements of the Borrower and its Subsidiaries are described on Schedule
4.19, and each such Material Agreement is in full force and effect. The Borrower does not have any Knowledge of any pending
amendments or threatened termination of any of the Material Agreements. As of the Closing Date, the Borrower has delivered to the
Administrative Agent a true, complete and correct copy of each Material Agreement (including all schedules, exhibits, amendments,
supplements, modifications, assignments and all other documents delivered pursuant thereto or in connection therewith).


 


Section 4.20         Sanctions
and Anti-Corruption Laws.


 


(a)          None
of the Borrower or any of its Subsidiaries or any of their respective directors, officers, employees, agents or affiliates is a
Sanctioned Person.


 



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(b)          Borrower,
its Subsidiaries and their respective directors, officers and employees and, to the Knowledge of the Borrower, the agents of the
Borrower and its Subsidiaries, are in compliance with applicable Anti-Corruption Laws and applicable Sanctions. The Borrower and
its Subsidiaries have instituted and maintain policies and procedures designed to promote and achieve continued compliance therewith.


 


Section 4.21         EEA
Financial Institutions. Neither the Borrower nor any Subsidiary is an EEA Financial Institution.


 


Section 4.22         Healthcare
Matters. Except as set forth on Schedule 4.22,


 


(a)          The
Borrower, each of its Subsidiaries and each Associated Practice is in compliance with the requirements of all applicable Healthcare
Laws, except in such instances in which the failure to comply therewith could not reasonably be expected to have a Material Adverse
Effect. To the Knowledge of the Borrower, there is no action pending against, received by or threatened against the Borrower, its
Subsidiaries or any Associated Practice which relates in any way to a violation of any Healthcare Law, except for such violations
which could not reasonably be expected to have a Material Adverse Effect. As of the Closing Date, none of the Borrower, its Subsidiaries
or any Associated Practice is a party to any corporate integrity agreements or has any ongoing reporting obligations pursuant to
any settlement agreement entered into with any Governmental Authority.


 


(b)          To
the Knowledge of the Borrower, all Persons employed by or engaged as an independent contractor by the Borrower, its Subsidiaries
and any Associated Practice possesses all licenses, permits and authorizations that are required by any Governmental Authority
or Requirement of Law to permit such Person to provide the services they provide for such Loan Party, its Subsidiaries and each
Associated Practice except to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect.


 


Section 4.23         Use
of Proceeds. Each Borrowing and each request for a Letter of Credit hereunder will be used solely for the purposes permitted
hereunder.


 


Article
V



AFFIRMATIVE COVENANTS


 


Until the Commitments have expired or been
terminated and all Obligations have been paid in full and all Letters of Credit shall have expired or terminated, in each case
without any pending draw, or all such Letters of Credit shall have been cash collateralized to the satisfaction of each Issuing
Bank, and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:


 


Section 5.1           Financial
Statements and Other Information. The Borrower will deliver to the Administrative Agent and each Lender:


 


(a)          as
soon as available and in any event within 90 days after the end of each Fiscal Year of the Borrower, a copy of the annual audited
report for such Fiscal Year for the Borrower, containing a consolidated balance sheet of the Borrower as of the end of such Fiscal
Year and the related consolidated statements of income, stockholders’ equity and cash flows (together with all footnotes
thereto) of the Borrower for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal
Year, all in reasonable detail and together with a report by BDO USA, LLP or other independent public accountants of nationally
recognized standing (without a “going concern” qualification, exception or explanation and without any qualification
or exception as to the scope of such audit) stating that such financial statements present fairly in all material respects the
financial condition and the results of operations of the Borrower for such Fiscal Year on a consolidated basis in accordance with
GAAP and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance
with generally accepted auditing standards;






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(b)          as
soon as available and in any event within 45 days after the end of each Fiscal Quarter of the Borrower, an unaudited consolidated
balance sheet of the Borrower as of the end of such Fiscal Quarter and the related unaudited consolidated statements of income
and cash flows of the Borrower for such Fiscal Quarter and the then elapsed portion of such Fiscal Year, setting forth in each
case in comparative form the figures for the corresponding Fiscal Quarter and the corresponding portion of the Borrower’s
previous Fiscal Year;


 


(c)          concurrently
with the delivery of the financial statements referred to in subsections (a) and (b) of this Section (other than the financial
statements for the fourth Fiscal Quarter of each Fiscal Year delivered pursuant to subsection (b) of this Section), a Compliance
Certificate signed by the principal executive officer or the principal financial officer of the Borrower (i) certifying as to whether
there exists a Default or Event of Default on the date of such certificate and, if a Default or an Event of Default then exists,
specifying the details thereof and the action which the Borrower has taken or proposes to take with respect thereto, (ii) setting
forth in reasonable detail calculations demonstrating compliance with the financial covenants set forth in Article VI, (iii) specifying
any change in the identity of the Subsidiaries as of the end of such Fiscal Year or Fiscal Quarter from the Subsidiaries identified
to the Lenders on the Closing Date or as of the most recent Fiscal Year or Fiscal Quarter, as the case may be, (iv) setting
forth the balance of funds then on deposit in APC Excluded Asset Account, together with a summary statement from the Borrower of
the amount and use of any funds withdrawn from the APC Excluded Asset Account following the delivery of the prior Compliance Certificate
(or, in the case of the first Compliance Certificate delivered after the Closing Date, since the Closing Date) and (v) stating
whether any change in GAAP or the application thereof has occurred since the date of the mostly recently delivered audited financial
statements of the Borrower and its Subsidiaries, and, if any change has occurred, specifying the effect of such change on the financial
statements accompanying such Compliance Certificate;


 


(d)          as
soon as available and in any event within 30 days after the end of the calendar year, forecasts and a pro forma budget for the
succeeding Fiscal Year, containing an income statement, balance sheet and statement of cash flow;


 


(e)          promptly
after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed
with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all functions of said Commission,
or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be;


 


(f)          as
soon as available and in any event within 90 days after the end of each Fiscal Year of the Borrower, a SOC 1 Report (Type II) issued
in accordance with the Statement on Standards for Attestations Engagements No. 16 (or the successor thereto) from BDO USA, LLP
or other independent public accountants of nationally recognized standing (and the Borrower shall correct any material deficiencies
identified therein as soon as reasonably practicable);


 


(g)          promptly
following any request therefor, (i) such other information regarding the results of operations, business affairs and financial
condition of the Borrower or any of its Subsidiaries as the Administrative Agent or any Lender may reasonably request and (ii)
information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable
“know your customer” requirements under the Patriot Act or other applicable anti-money laundering laws.


 



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So long as the Borrower is required to
file periodic reports under Section 13(a) or Section 15(d) of the Exchange Act, the Borrower may satisfy its obligation to deliver
the financial statements and periodic and other reports, proxy statements and other materials referred to in clauses (a), (b) and
(e) above by delivering a notice of filing of such financial statements and periodic and other reports, proxy statements and other
materials by electronic mail to such e-mail addresses as the Administrative Agent shall have provided to the Borrower from time
to time.


 


The Borrower hereby
acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and each Issuing Bank materials
and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting
the Borrower Materials on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel
who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities
of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’
securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower
Materials that may be distributed to Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously
marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the
first page thereof; (x) by marking Borrower Materials “PUBLIC”, the Borrower shall be deemed to have authorized the
Administrative Agent, the Arrangers, the Issuing Banks and the Lenders to treat such Borrower Materials as not containing any material
non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes
of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials
constitute confidential information, they shall be treated as set forth in Section10.12); (y) all Borrower Materials marked
“PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”;
and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC”
as being suitable only for posting on a portion of the Platform not designated “Public Side Information”.


 


Section 5.2           Notices
of Material Events.


 


(a)          The
Borrower will furnish to the Administrative Agent and each Lender prompt (and, in any event, not later than three (3) Business
Days after a Responsible Officer becomes aware thereof, other than in the case of clause (iv) below) written notice of the following:


 


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


 


(ii)         the
filing or commencement of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental
Authority against or, to the Knowledge of the Borrower, affecting the Borrower, any of its Subsidiaries or, to the Knowledge of
the Borrower, any Associated Practice that could reasonably be expected to result in a Material Adverse Effect (including, without
limitation, any of the foregoing that (x) seeks injunctive or similar relief or (y) alleges potential or actual violations of any
Healthcare Law by the Borrower, any of its Subsidiaries or, to the Knowledge of the Borrower, any Associated Practice and, in either
case);


 



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(iii)        the
occurrence of any event or any other development by which the Borrower, any of its Subsidiaries or, to the Knowledge of the Borrower,
any Associated Practice (A) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license
or other approval required under any Environmental Law, (B) becomes subject to any Environmental Liability, (C) receives notice
of any claim with respect to any Environmental Liability, or (D) becomes aware of any basis for any Environmental Liability, in
each case which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;


 


(iv)        promptly
and in any event within 15 days after the Borrower, any of its Subsidiaries, any Associated Practice or any ERISA Affiliate (A)
knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing
such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with
the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate
from the PBGC or any other governmental agency with respect thereto, and (B) becoming aware (1) that there has been an increase
in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations
hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability,
(3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any
of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code
which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate,
a detailed written description thereof from the chief financial officer of the Borrower;


 


(v)         any
breach or non-performance of, or any default under, any Associated Practice Document by any Loan Party or, any of its respective
Subsidiaries or to Borrower’s Knowledge, any Associated Practices, or any violation of, or non-compliance with, any Requirement
of Law, which would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, including
a description of such breach, non-performance, default, violation or non-compliance and the steps, if any, such Loan Party, such
Subsidiary or such Associated Practice has taken, is taking or proposes to take in respect thereof;


 


(vi)        the
occurrence of any default or event of default, or the receipt by the Borrower or any of its Subsidiaries of any written notice
of an alleged default or event of default, with respect to any Material Indebtedness of the Borrower or any of its Subsidiaries;


 


(vii)       any
material amendment or modification to any Material Agreement (together with a copy thereof), and prompt notice of any termination,
expiration or loss of any Material Agreement that, individually or in the aggregate, could reasonably be expected to result in
a reduction in revenue or Consolidated EBITDA of the Loan Parties of 10% or more on a consolidated basis from the prior Fiscal
Year;


 


(viii)      any
change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial
owners identified in parts (c) and (d) of such certification;


 


(ix)         (A)
receipt by the Borrower, any of its Subsidiaries or, to the Knowledge of the Borrower, any Associated Practice of any notification,
through letter or otherwise, of a potential investigation relating to submission of claims to Third Party Payor Programs by the
Borrower, any of its Subsidiaries or any Associated Practice (other than any additional data requests and audits, inspections and
investigations, that, in each case, are in the ordinary course of business and would not reasonably be expected to have a Material
Adverse Effect); (B) the voluntary disclosure by the Borrower, any of its Subsidiaries or, to the Knowledge of the Borrower, any
Associated Practice to the Office of the Inspector General of the United States Department of Health and Human Services, a Medicare
fiscal intermediary, any Governmental Authority or any state’s Medicaid program of a potential material overpayment matter
involving the submission of claims to such payor; or (C) receipt by the Borrower, any of its Subsidiaries or, to the Knowledge
of the Borrower, any Associated Practice of any notice from a Governmental Authority that the Borrower, any of its Subsidiaries
or any Associated Practice is subject to a civil or criminal investigation, inquiry or audit involving and/or related to its compliance
with Healthcare Laws which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; and


 



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(x)          receipt
by the Borrower, any of its Subsidiaries or, to the Knowledge of the Borrower, any Associated Practice from any Governmental Authority
of the imposition of any forfeiture or the designation of a hearing that could result in the expiration, termination, revocation,
impairment or suspension of any Healthcare Permit that would reasonably be expected to have a Material Adverse Effect;


 


(xi)         any
material defaults or termination received from any Material Associated Practice, or given by any Loan Party to any Associated Practice,
under any Associated Practice Document; and


 


(xii)        any
other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.


 


(b)          The
Borrower will furnish to the Administrative Agent and each Lender the following:


 


(i)          promptly
and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan
Party’s chief executive office, its principal place of business, any office in which it maintains books or records or any
office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility),
(iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number
or organizational number or (v) in any Loan Party’s jurisdiction of organization; and


 


(ii)         as
soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment
obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any Real Estate.


 


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


 


Section 5.3           Existence;
Conduct of Business. The Borrower will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary
to preserve, renew and maintain in full force and effect its legal existence and its respective rights, licenses, permits, privileges,
franchises, patents, copyrights, trademarks and trade names material to the conduct of its business; provided that nothing in this
Section shall prohibit any merger, consolidation, liquidation or dissolution permitted under Section 7.3.


 



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Section 5.4           Compliance
with Laws. The Borrower will, and will cause each of its Subsidiaries to (and, to the extent permitted by applicable law,
cause the Material Associated Practices to), comply with all laws, rules, regulations and requirements of any Governmental Authority
applicable to its business and properties, including, without limitation, all Healthcare Laws, Environmental Laws, ERISA and OSHA,
except where the failure to do so, either individually or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect. The Borrower will maintain in effect and enforce policies and procedures designed to promote and achieve compliance
by the Borrower, its Subsidiaries, the Material Associated Practices and their respective directors, officers, employees and agents
with applicable Anti-Corruption Laws and applicable Sanctions.


 


Section 5.5           Payment
of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay and discharge at or before maturity
all of its obligations and liabilities (including, without limitation, all taxes, assessments and other governmental charges, levies
and all other claims that could result in a statutory Lien) 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 and the Borrower or such Subsidiary
has set aside on its books adequate reserves with respect thereto in accordance with GAAP or (b) the failure to make any such payment
could not reasonably be expected to result in a Material Adverse Effect.


 


Section 5.6           Books
and Records. The Borrower will, and will cause each of its Subsidiaries to (and, to the extent permitted by applicable
law, cause the Material Associated Practices to), keep proper books of record and account in which full, true and correct entries
shall be made of all dealings and transactions in relation to its business and activities to the extent necessary to prepare the
consolidated financial statements of the Borrower in conformity with GAAP.


 


Section 5.7           Visitation
and Inspection; Lender Meetings.


 


(a)          The
Borrower will, and will cause each of its Subsidiaries to (and, to the extent permitted by applicable law, cause the Material Associated
Practices to), permit any representative of the Administrative Agent or any Lender to visit and inspect its properties (excluding
the APC Excluded Assets), to examine its books and records and to make copies and take extracts therefrom, and to discuss its affairs,
finances and accounts with any of its officers and with its independent certified public accountants, all at such reasonable times
and as often as the Administrative Agent or any Lender may reasonably request after reasonable prior notice to the Borrower; provided
that if an Event of Default has occurred and is continuing, no prior notice shall be required.


 


(b)          The
Borrower will participate in annual meetings with the Administrative Agent and the Lenders to be held at the Borrower’s corporate
offices (or at such other location as may be agreed to by the Borrower and the Administrative Agent, including via conference call)
at such time as may be reasonably agreed to by the Borrower and the Administrative Agent. The Borrower will provide reasonable
advance notice and an invitation to the Administrative Agent and the Lenders to each earnings call, if any. It is understood and
agreed that the Borrower’s establishment of earnings calls on an annual or more frequent basis to which the Administrative
Agent and the Lenders are invited shall relinquish its obligations to participate in annual meetings with the Administrative Agent
and the Lenders.


 


Section 5.8           Maintenance
of Properties; Insurance. The Borrower will, and will cause each of its Subsidiaries to (and, to the extent permitted by
applicable law, cause the Material Associated Practices to), (a) keep and maintain all property material to the conduct of its
business in good working order and condition, ordinary wear and tear excepted, (b) maintain with financially sound and reputable
insurance companies which are not Affiliates of the Borrower (i) insurance with respect to its properties and business, and the
properties and business of its Subsidiaries and the Associated Practices, against loss or damage of the kinds customarily insured
against by companies in the same or similar businesses operating in the same or similar locations (including, in any event, flood
insurance as described in the definition of and required by the Real Estate Documents) and (ii) all insurance required to be maintained
pursuant to the Collateral Documents, and will, upon request of the Administrative Agent, furnish to each Lender at reasonable
intervals a certificate of a Responsible Officer setting forth the nature and extent of all insurance maintained by the Borrower,
its Subsidiaries and the Material Associated Practices in accordance with this Section, and (c) solely with respect to any such
insurance held by the Borrower and/ its Subsidiaries, at all times shall name the Administrative Agent as additional insured on
all liability policies of the Borrower and its Subsidiaries and as lender loss payee (pursuant to a loss payee endorsement approved
by the Administrative Agent) on all casualty and property insurance policies of the Borrower and its Subsidiaries; provided,
that (except with respect to third-party liability insurance) this Section 5.8 shall not apply to any APC Excluded Assets.


 



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Section 5.9           Use
of Proceeds; Margin Regulations.


 


(a)          The
Borrower will use the proceeds of all Loans funded on the Closing Date to (i) finance a portion of the AP-AMH Loan, (ii) refinance
certain Indebtedness of the Borrower and its Subsidiaries (and, indirectly, APC), (iii) pay transaction costs and expenses arising
in connection with the Related Transactions and (iv) provide for working capital, capital expenditures and other general corporate
purposes; provided that it is understood and agreed that no greater than $60,000,000 in Revolving Loans shall be borrowed
on the Closing Date (exclusive of any LC Exposure incurred on the Closing Date due to the roll-over of the Existing Letters of
Credit).


 


(b)          The
Borrower will use the proceeds of the Revolving Loans after the Closing Date to (i) finance future Permitted Acquisitions and Investments
(in each case, solely to the extent permitted hereunder) and (ii) provide for working capital needs, capital expenditures, and
for other general corporate purposes.


 


(c)          All
Letters of Credit will be used for general corporate purposes.


 


(d)          Notwithstanding
anything to the contrary contained herein, no part of the proceeds of any Loan will be used, whether directly or indirectly, for
any purpose that would violate any rule or regulation of the Board of Governors of the Federal Reserve System, including Regulation
T, Regulation U or Regulation X.


 


Section 5.10         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 any Collateral or the commencement of any action or proceeding for
the taking of any material portion of any Collateral or any part thereof or interest therein under power of eminent domain or by
condemnation or similar proceeding and (b) will ensure that the net cash 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 Collateral Documents.


 


Section 5.11         Cash
Management. The Borrower shall, and shall cause its Subsidiaries to maintain all cash management and treasury business
with SunTrust Bank or a Permitted Third Party Bank, including, without limitation, all deposit accounts, disbursement accounts,
investment accounts and lockbox accounts (other than Excluded Accounts) (each such deposit account, disbursement account, investment
account and lockbox account, a “Controlled Account”); each Controlled Account shall be a cash collateral account,
with all cash, checks and other similar items of payment in such account securing payment of the Obligations, and in which the
Borrower and each of its Subsidiaries shall have granted a first priority Lien to the Administrative Agent, on behalf of the Secured
Parties, perfected either automatically under the UCC (with respect to Controlled Accounts at SunTrust Bank) or subject to Control
Account Agreements.


 



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Section 5.12         Additional
Subsidiaries and Collateral.


 


(a)          In
the event that, subsequent to the Closing Date, any Person becomes a Subsidiary (other than an Excluded Subsidiary), whether pursuant
to formation, Acquisition or otherwise, (x) the Borrower shall promptly notify the Administrative Agent and the Lenders thereof
and (y) within 30 days after such Person becomes a Subsidiary, the Borrower shall cause such Subsidiary (i) to become a new Guarantor
and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative
Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent,
executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable,
and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments
required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan
Documents, (ii) to grant Liens in favor of the Administrative Agent in all fee ownership interests in all Real Estate with a fair
market value in excess of $7,500,000 by executing and delivering to the Administrative Agent such Real Estate Documents as the
Administrative Agent shall require, and (iii) to deliver all such other documentation (including, without limitation, certified
organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions)
and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1
if such Subsidiary had been a Loan Party on the Closing Date or that such Subsidiary would be required to deliver pursuant to Section
5.13 with respect to any Real Estate. In addition, within 45 days after the date any Person becomes a Subsidiary, the Borrower
shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Subsidiary to the Administrative
Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and
substance satisfactory to the Administrative Agent, and (ii) deliver the original certificates evidencing such pledged Capital
Stock to the Administrative Agent, together with appropriate powers executed in blank.


 


(b)          If,
at any time and from time to time after the Closing Date, Subsidiaries that are not Guarantors solely because they do not meet
the thresholds set forth in the definition of “Immaterial Subsidiary” comprise in the aggregate more than 5.0% of Consolidated
Total Assets or more than 5.0% of Consolidated EBITDA, in each case, as of the end of the most recently ended Fiscal Quarter for
which financial statements have been delivered (or were required to be delivered) pursuant to Section 5.1(b), then
the Borrower shall, not later than five (5) Business Days after the date by which financial statements for such Fiscal Quarter
are required to be delivered pursuant to this Agreement (or such longer period as the Administrative Agent may agree in its reasonable
discretion), (i) designate in writing to the Administrative Agent one or more of such Subsidiaries as no longer being an “Immaterial
Subsidiary” (to the extent that, as a result of such designation, the remaining Immaterial Subsidiaries constitute less than
each of the thresholds set forth in this subsection (d) in the aggregate) and (ii) comply with the provisions of subsection (a)
of this Section applicable to each such Subsidiary (subject to the time periods set forth in this Section 5.12 which shall
run from the date that any Subsidiary is so designated as no longer being an Immaterial Subsidiary hereunder).


 


(c)          The
Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section,
the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged
pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be perfected by execution, delivery and/or
recording of the Collateral Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens
other than Liens expressly permitted by Section 7.2. All actions to be taken pursuant to this Section shall be at the expense
of the Borrower or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.


 



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Section 5.13         Additional
Real Estate; Leased Locations.


 


(a)          To
the extent otherwise permitted hereunder, if any Loan Party proposes to acquire a fee ownership interest in Real Estate after the
Closing Date having a fair market value in excess of $7,500,000 as of the date of the acquisition thereof, it shall at the time
of such acquisition provide to the Administrative Agent Real Estate Documents in regard to such Real Estate.


 


Section 5.14         Further
Assurances. The Borrower will, and will cause each other 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 and other documents), which may be required under any applicable law, or which the Administrative Agent
or the Required Lenders may reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant,
preserve, protect or perfect the Liens created by the Collateral Documents or the validity or priority of any such Lien, all at
the expense of the Loan Parties. The Borrower also agrees to provide to the Administrative Agent, from time to time upon 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 Collateral Documents.


 


Section 5.15         Healthcare
Matters. The Borrower will, and will cause each of its Subsidiaries to (and, to the extent permitted by applicable law,
cause the Associated Practices to), (i) comply in all material respects with all applicable Healthcare Laws relating to the operation
of its business, (ii) obtain, maintain and timely renew all material Healthcare Permits required in the proper conduct of its business,
(iii) keep and maintain all records required to be maintained by any Governmental Authority or under any Healthcare Law, and (iv)
maintain a corporate and health care regulatory compliance program that addresses the requirements of Healthcare Laws, except where
the failure to comply, obtain, keep and maintain could not reasonably be expected to have, either individually or in the aggregate,
a Material Adverse Effect.


 


Section 5.16         Associated
Practice Documents.


 


(a)          The
Borrower will, and will cause each of its Subsidiaries to, enforce all of its rights under each Associated Practice Document, in
each case, where the failure to do so could reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect, subject to limitations, in the reasonable judgment of Borrower, in consultation with its healthcare counsel, under applicable
laws; provided that any management fees payable under any Associated Practice Document may be subordinated and/or the payment
of such management fees may be deferred, in each case, to the extent that the Borrower in good faith deems it advisable in order
to satisfy any regulation by any Governmental Authority having jurisdiction over the parties to such Associated Practice Document.


 


(b)          The
Borrower will, and will cause each of its Subsidiaries to, deliver and collaterally assign to the Administrative Agent each Associated
Practice Document entered into after the Closing Date, for the benefit of the Secured Parties, pursuant to a Collateral Assignment,
subject to any limitations under applicable law, to be delivered to the Administrative Agent within 21 days after the applicable
Associated Practice Document is entered into.


 



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Section 5.17         Post-Closing
Obligations. The Borrower shall satisfy the requirements set forth on Schedule 5.17 and deliver to the Administrative
Agent satisfactory evidence of the same, on or before the date specified for such requirement (or such later date as may be agreed
in writing to by the Administrative Agent in its sole discretion).


 


Article
VI



FINANCIAL COVENANTS


 


Until the Commitments
have expired or been terminated and all Obligations have been paid in full and all Letters of Credit shall have expired or terminated,
in each case without any pending draw, or all such Letters of Credit shall have been cash collateralized to the satisfaction of
each Issuing Bank, and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:


 


Section 6.1           Consolidated
Total Net Leverage Ratio. The Borrower will maintain, as of the end of each Fiscal Quarter, commencing with the Fiscal
Quarter ending on December 31, 2019, a Consolidated Total Net Leverage Ratio of not greater than:


 


	Fiscal Quarter	 	Consolidated Total Net Leverage Ratio
	 	 	 
	Each Fiscal Quarter ending on or prior to September 30, 2020	 	3.75:1.00
	 	 	 
	Each Fiscal Quarter ending after September 30, 2020 and on or prior to September 30, 2021	 	3.50:1.00
	 	 	 
	Each Fiscal Quarter ending after September 30, 2021 and on or prior to September 30, 2022	 	3.25:1.00
	 	 	 
	Each Fiscal Quarter ending after September 30, 2022	 	3.00:1.00


 


; provided that (A) for any Fiscal
Quarter ending after September 30, 2019 but on or prior to September 30, 2020 during which a Loan Party has consummated a Permitted
Acquisition or Future Approved Entity Investment permitted hereunder in which the Investment Consideration payable in connection
with such Permitted Acquisition or Future Approved Entity Investment was greater than $75,000,000 (an “Initial Trigger
Quarter”), the Consolidated Total Net Leverage Ratio for the Initial Trigger Quarter and the next succeeding Fiscal Quarter
may be increased by 0.25:1.00 to the otherwise applicable Consolidated Total Net Leverage Ratio for each such Fiscal Quarter specified
in the grid above and (B) for any Fiscal Quarter ending after September 30, 2020 during which a Loan Party has consummated a Permitted
Acquisition or Future Approved Entity Investment permitted hereunder in which the Investment Consideration payable in connection
with such Permitted Acquisition or Future Approved Entity Investment was greater than $75,000,000 (a “Full Trigger Quarter”),
the Consolidated Total Net Leverage Ratio (i) for the Full Trigger Quarter and the next succeeding Fiscal Quarter may be increased
by 0.50:1.00 to the otherwise applicable Consolidated Total Net Leverage Ratio for each such Fiscal Quarter specified in the grid
above and (ii) for the next two succeeding Fiscal Quarters (commencing, for the avoidance of doubt, immediately after the Fiscal
Quarters described in clause (B)(i)) may be increased by 0.25:1.00 to the otherwise applicable Consolidated Total Net Leverage
Ratio for each such Fiscal Quarter specified in the grid above (each of the foregoing under clauses (A) and (B), a “Covenant
Holiday”). For the avoidance of doubt, the Consolidated Total Net Leverage Ratio shall revert to the applicable ratio
level specified in the grid above no later than the end of the second Fiscal Quarter after any such Initial Trigger Quarter and
the fourth Fiscal Quarter after any Full Trigger Quarter. After the completion of any Covenant Holiday, no subsequent new Initial
Trigger Quarter or Full Trigger Quarter shall be permitted to occur for purposes of this Section 6.1 unless and until the
Borrower shall demonstrate compliance with the Consolidated Total Net Leverage Ratio specified in the grid above as of the end
of at least one Fiscal Quarter after any such Covenant Holiday’s completion.


 






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Section 6.2           Consolidated
Interest Coverage Ratio. The Borrower will maintain, as of the end of each Fiscal Quarter, commencing with the Fiscal Quarter
ending on December 31, 2019, a Consolidated Interest Coverage Ratio of not less than 3.25:1.00.


 


Article
VII



NEGATIVE COVENANTS


 


Until the Commitments
have expired or been terminated and all Obligations have been paid in full and all Letters of Credit shall have expired or terminated,
in each case without any pending draw, or all such Letters of Credit shall have been cash collateralized to the satisfaction of
each Issuing Bank, and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:


 


Section 7.1           Indebtedness
and Preferred Equity. The Borrower will not, and will not permit any of its Subsidiaries to and, to the extent permitted
by applicable law, the Borrower will use commercially reasonable efforts to cause the Material Associated Practices not to, create,
incur, assume or suffer to exist any Indebtedness, except:


 


(a)          Indebtedness
created pursuant to the Loan Documents;


 


(b)          Indebtedness
existing on the Closing Date and set forth on Schedule 7.1 and extensions, renewals and replacements of any such Indebtedness
that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or
replacement) or shorten the maturity or the weighted average life thereof;


 


(c)          Indebtedness
of the Borrower, any of its Subsidiaries or any Material Associated Practice incurred to finance the acquisition, construction
or improvement of any fixed or capital assets, including Capital Lease Obligations, and any Indebtedness assumed in connection
with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof (provided
that such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or
improvements), and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal
amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted
average life thereof; provided that the aggregate principal amount of such Indebtedness does not exceed $25,000,000 at any
time outstanding;


 


(d)          Indebtedness
of the Borrower owing to any Subsidiary and of any Subsidiary owing to the Borrower or any other Subsidiary; provided that
any such Indebtedness that is owed by or to a Subsidiary that is not a Subsidiary Loan Party shall be subject to Section 7.4;





 






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(e)          Guarantees
by the Borrower of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary;
provided that Guarantees by any Loan Party of Indebtedness of any Subsidiary that is not a Subsidiary Loan Party shall be
subject to Section 7.4;


 


(f)          Indebtedness
of any Person which becomes a Subsidiary or Material Associated Practice after the date of this Agreement; provided that
(i) such Indebtedness exists at the time that such Person becomes a Subsidiary and is not created in contemplation of or in connection
with such Person becoming a Subsidiary, and (ii) the aggregate principal amount of such Indebtedness permitted hereunder shall
not exceed $15,000,000 at any time outstanding;


 


(g)          Indebtedness
consisting of Investments to the extent permitted by Section 7.4(j), (k), (l), or (m);


 


(h)          Indebtedness
of any Associated Practice to a Loan Party or a Material Associated Practice;


 


(i)          Hedging
Obligations permitted by Section 7.10;


 


(j)          unsecured
Indebtedness arising from agreements of the Borrower, any of its Subsidiaries or any Material Associated Practice providing for
indemnification, adjustment of purchase price, working capital adjustments or other deferred purchase price consideration (including
earn-out obligations), in each case, whether or not evidenced by a note and/or whether contingent or otherwise, and incurred or
assumed in connection with any Permitted Acquisition or any Investment permitted under this Agreement (any such obligations, “Deferred
Acquisition Obligations”) so long as the aggregate amount of such Indebtedness does not at any time exceed $20,000,000;


 


(k)          Indebtedness
incurred in favor of insurance companies (or their financing affiliates) in connection with the financing of insurance premiums
in the ordinary course of business;


 


(l)          Indebtedness
in respect of netting services, overdraft protections and otherwise in connection with deposit accounts to the extent incurred
in the ordinary course of business;


 


(m)          obligations
in respect of surety, stay, customs and appeal bonds, bid or performance bonds and performance and completion guaranties and obligations
of a like nature (including letters of credit-related thereto), worker’s compensation claims, health, disability or other
employee benefits or property, casualty or liability insurance or self-insurance obligations, trade contracts, governmental contracts
and leases, in each case incurred in the ordinary course of business and not in connection with the borrowing of money;


 


(n)          to
the extent constituting Indebtedness, deposits and advance payments received from customers in the ordinary course of business
consistent with past practices;


 


(o)          to
the extent constituting Indebtedness, bonus or other deferred compensation arrangements with respect to officers, directors, employees
or consultants of the Borrower, any of its Subsidiaries or any Material Associated Practice solely in their capacities as such
that is paid in the ordinary course of business and consistent with past practices;


 


(p)          non-cash
accruals of interest, accretion or amortization of original issue discount and/or pay-in-kind interest with respect to Indebtedness
otherwise permitted under this Section 7.1;


 






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(q)          Indebtedness
of any Regulated Entity owing to any Loan Party;


 


(r)          so
long as no Event of Default has occurred and is continuing at the time of the incurrence thereof, APC Non-Recourse Indebtedness;


 


(s)          Indebtedness
pursuant to the AP-AMH Loan Documents; and


 


(t)          other
unsecured Indebtedness of the Borrower, any of its Subsidiaries or any Material Associated Practice in an aggregate principal amount
not to exceed $20,000,000 at any time outstanding.


 


The Borrower will not, and will not permit
any Subsidiary to, issue any preferred stock or other preferred equity interest that (i) matures or is mandatorily redeemable pursuant
to a sinking fund obligation or otherwise, (ii) is or may become redeemable or repurchaseable by the Borrower or such Subsidiary
at the option of the holder thereof, in whole or in part, or (iii) is convertible or exchangeable at the option of the holder thereof
for Indebtedness or preferred stock or any other preferred equity interest described in this paragraph, on or prior to, in the
case of clause (i), (ii) or (iii), the first anniversary of the Revolving Commitment Termination Date.


 


Section 7.2           Liens;
Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to and, to the extent permitted by
applicable law, the Borrower will use commercially reasonable efforts to cause the Material Associated Practices not to, create,
incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired, except:


 


(a)          Liens
securing the Obligations; provided that no Liens may secure Hedging Obligations or Bank Product Obligations without securing all
other Obligations on a basis at least pari passu with such Hedging Obligations or Bank Product Obligations and subject to the priority
of payments set forth in Section 2.21 and Section 8.2;


 


(b)          Permitted
Encumbrances;


 


(c)          Liens
on any property or asset of the Borrower, any of its Subsidiaries or any Material Associated Practice existing on the date hereof
and set forth on Schedule 7.2; provided that such Liens shall not apply to any other property or asset of such Person;


 


(d)          purchase
money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such
fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or
improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided that (i) such Lien
secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days
after the acquisition or the completion of the construction or improvements thereof, (iii) such Lien does not extend to any other
asset, and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or
capital assets;


 


(e)          any
Lien (x) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (y) existing on any
asset of any Person at the time such Person is merged with or into the Borrower or any of its Subsidiaries, or (z) existing on
any asset prior to the acquisition thereof by the Borrower, any of its Subsidiaries or any Material Associated Practice, as the
case may be; provided that (i) any such Lien was not created in the contemplation of any of the foregoing and (ii) any such
Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or Material Associated Practice,
as the case may be, or the date of such merger or the date of such acquisition;


 






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(f)          extensions,
renewals, or replacements of any Lien referred to in subsections (b) through (e) of this Section; provided that the principal
amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the
assets originally encumbered thereby;


 


(g)          Liens
granted by any Material Associated Practice in favor of any Loan Party securing such Material Associated Practice’s obligations
to such Loan Party pursuant to any Associated Practice Documents;


 


(h)          Liens
granted by APC on APC Excluded Assets to secure APC Non-Recourse Indebtedness;


 


(i)          Liens
granted pursuant to the AP-AMH Loan Documents; and


 


(j)          other
Liens not specifically listed above securing other obligations in an aggregate amount not to exceed $10,000,000 at any time outstanding;


 


provided that notwithstanding anything
to the contrary contained herein, at no time shall any Lien in favor of any Person (other than the Lien in favor of the Administrative
Agent created under the Loan Documents) be permitted on any Collateral consisting of the Borrower’s interests and rights
under (A) the AP-AMH Loan Documents or (B) any other similarly structured Investment by any Loan Party (including any Future Approved
Entity Investment) permitted hereunder.


 


Notwithstanding anything to the contrary
contained herein, at no time shall any Lien in favor of any Person be permitted on any Real Estate (other than with respect to
Liens (1) of the type set forth in clauses (i), (ii), (v) and (vii) of the definition of “Permitted Encumbrance”, (2)
on any APC Excluded Assets and (3) securing the Obligations).


 


Section 7.3           Fundamental
Changes.


 


(a)          The
Borrower will not, and will not permit any of its Subsidiaries to, merge into or consolidate into any other Person, or permit any
other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or
a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all
or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate
or dissolve; provided that if, at the time thereof and immediately after giving effect thereto, no Default or Event of Default
shall have occurred and be continuing:


 


(i)          the
Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger)
is the surviving Person,


 


(ii)         any
Subsidiary may merge into another Subsidiary, provided that if any party to such merger is a Subsidiary Loan Party, a Subsidiary
Loan Party shall be the surviving Person,


 


(iii)        any
Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary
Loan Party, and


 






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(iv)        any
Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation
or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders;


 


provided, further, that any
such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless
also permitted by Section 7.4.


 


(b)          The
Borrower will not, and will not permit any of its Subsidiaries to, engage in any business other than businesses of the type conducted
by the Borrower and its Subsidiaries on the date hereof and businesses reasonably related or ancillary thereto.


 


Section 7.4           Investments,
Loans. The Borrower will not, and will not permit any of its Subsidiaries to and, to the extent permitted by applicable
law, the Borrower will use commercially reasonable efforts to cause the Material Associated Practices not to, purchase, hold or
acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital
Stock, evidence of Indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing)
of, make or permit to exist any capital contributions, loans or advances to, Guarantee any obligations of, or make or permit to
exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series
of transactions) all or substantially all of the assets of a Person, or any assets of any other Person that constitute a business
unit or division of any other Person, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”),
except:


 


(a)          Investments
(other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries);


 


(b)          Permitted
Investments;


 


(c)          Guarantees
by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1 (other than APC Non-Recourse Indebtedness);
provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties that is
Guaranteed by any Loan Party shall be subject to the limitation set forth in subsection (d) of this Section;


 


(d)          Investments
made by the Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or in or to another Subsidiary; provided
that the aggregate amount of Investments by the Loan Parties in or to, and Guarantees by the Loan Parties of Indebtedness of, any
Subsidiary that is not a Subsidiary Loan Party (including all such Investments and Guarantees existing on the Closing Date) shall
not exceed $20,000,000 at any time outstanding;


 


(e)          loans
or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for
travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed $2,500,000
at any time outstanding;


 


(f)          Hedging
Transactions permitted by Section 7.10;


 


(g)          loans
to Associated Practices pursuant to any Associated Practice Documents;


 


(h)          the
AP-AMH Loan Documents;


 


(i)          Permitted
Acquisitions;





 






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(j)          Future
Approved Entity Investments in an aggregate amount not to exceed $150,000,000 so long as (i) the Approved Entity substantially
concurrently uses all of the proceeds of the Future Approved Entity Investment to acquire Capital Stock in or all or substantially
all of the assets of APC or another Material Associated Practice pursuant to which the net economic benefit of such acquisition
is wholly transferred to such Approved Entity through such Approved Entity’s ownership of the Capital Stock in or assets
of APC or such other Material Associated Practice, (ii) the Administrative Agent receives collateral security in respect of such
Investment that is substantially similar (and no less favorable to the Administrative Agent, including, for the avoidance of doubt,
a Collateral Assignment and designation as an “additional secured party”) to the AP-AMH Loan, (iii) before and after
giving effect to any such Future Approved Entity Investment, no Default or Event of Default has occurred and is continuing and
(iv) the Borrower shall have delivered to the Administrative Agent a pro forma Compliance Certificate signed by a Responsible
Officer at least 5 days prior to the date of the consummation of such Future Approved Entity Investment demonstrating that on a
Pro Forma Basis after giving effect to any such Future Approved Entity Investment, the Borrower is in compliance with each of the
covenants set forth in Article VI, measuring Consolidated Total Net Debt for purposes of Section 6.1 as of the date
of such Future Approved Entity Investment and otherwise recomputing the covenants set forth in Article VI as of the
last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered pursuant
to Section 5.1(b) as if such Future Approved Entity Investment had occurred; provided that solely in the case of
any Future Approved Entity Investment for which the Investment Consideration is greater than $75,000,000, for purposes of determining
pro forma compliance with Section 6.1, the Consolidated Total Net Leverage Ratio shall be deemed to be the lesser
of (A) the otherwise applicable Consolidated Total Net Leverage Ratio specified in the grid in Section 6.1 (without giving
effect to any increase thereunder due to a Covenant Holiday) plus 0.50:1.00 and (B) 4.00:1.00;


 


(k)          Investments
from the Borrower to AP-AMH to fund loans or capital contributions by AP-AMH to APC pursuant to Section 1.2(c) of the APC Shareholder
Agreement so long as the aggregate amount funded does not exceed $15,000,000 at any time outstanding; provided that, notwithstanding
the foregoing cap, additional Investments may be made under this clause (k) so long (i) before and after giving effect to any such
Investment, no Default or Event of Default has occurred and is continuing and (ii) the Borrower has delivered to the Administrative
Agent a pro forma Compliance Certificate signed by a Responsible Officer demonstrating that the Consolidated Total Net Leverage
Ratio is less than 2.00:1.00, measuring Consolidated Total Net Debt for purposes thereof as of the date of any such Investment
and otherwise recomputing such calculation of the Consolidated Total Net Leverage Ratio in accordance with Section 6.1 as
of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered pursuant
to Section 5.1(b) as if such Investment had occurred;


 


(l)          Investments
by (x) any Loan Party in or to one or more Associated Practices and (y) an Associated Practice in or to one or more other Associated
Practices in an aggregate amount (collectively between clauses (x) and (y)) not to exceed $30,000,000 (exclusive of other Investments
permitted in this Section 7.4) at any time outstanding so long as (i) before and after giving effect to any such
Investment, no Default or Event of Default has occurred and is continuing and (ii) the Borrower shall have delivered to the Administrative
Agent a pro forma Compliance Certificate signed by a Responsible Officer at least 5 days prior to the date of the consummation
of such Investment demonstrating that on a Pro Forma Basis after giving effect to any such Investment, the Borrower is in compliance
with each of the covenants set forth in Article VI, measuring Consolidated Total Net Debt for purposes of Section 6.1 as
of the date of such Investment and otherwise recomputing such covenants as of the last day of the most recently ended Fiscal Quarter
for which financial statements are required to have been delivered pursuant to Section 5.1(b) as if such Investment had
occurred); provided, that, to the extent the proceeds of an Investment permitted pursuant to clause (x) immediately
above are used substantially concurrently to make an Investment under clause (y) immediately above, such Investments will be deemed
to be a single Investment for purposes of the $30,000,000 limitation under this clause (l);


 






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(m)         Investments
by a Material Associated Practice in or to another Material Associated Practice;


 


(n)          Investments
by APC using any of the APC Excluded Assets (including to fund the purchase of assets that, upon the consummation of such purchase,
become APC Excluded Assets);


 


(o)          the
purchase by AP-AMH of Series A Preferred Stock of APC on the Closing Date;


 


(p)          the
purchase by APC on the Closing Date of common Capital Stock of the Borrower in connection with the Related Transactions;


 


(q)          the
acquisition by APC of Capital Stock of the Borrower using excess revenue not required to be distributed to the holders of its Series
A Preferred Stock pursuant to the Certificate of Determination;


 


(r)          the
acquisition by APC of Capital Stock of the Borrower without consideration (to include, for example, receipt of Capital Stock of
the Borrower as a result of a stock split);


 


(s)          Investments
by APC or a Material Associated Practice in the Borrower in connection with a Future Approved Entity Investment; and


 


(t)          other
Investments which do not exceed $10,000,000 in the aggregate amount at any time outstanding.


 


For purposes of determining
the amount of any Investment outstanding for purposes of this Section 7.4, such amount shall be deemed to be the amount
of such Investment when made, purchased or acquired less any amount realized in respect of such Investment upon the sale, collection
or return of capital (not to exceed the original amount invested). For the avoidance of doubt, any deferral of or subordination
of management fees payable under any Associated Practice Document that is in good faith deemed advisable by the Borrower in order
to satisfy any regulation by any Governmental Authority having jurisdiction over the parties to such Associated Practice Documents
shall not constitute an Investment. Notwithstanding anything to the contrary in this Credit Agreement, the exercise by any Loan
Party of its rights under any Transfer Restriction Agreement shall not constitute an Investment.


 


Section 7.5           Restricted
Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make,
directly or indirectly, any Restricted Payment, except:


 


(a)          dividends
payable by the Borrower solely in interests of any class of its common equity;


 


(b)          any
Subsidiary of the Borrower may declare and pay dividends or make other distributions to the Borrower or any Guarantor;


 


(c)          Restricted
Payments made by any Subsidiary to the Borrower or to another Subsidiary, on at least a pro rata basis with any other shareholders
if such Subsidiary is not wholly owned by the Borrower and other wholly owned Subsidiaries of the Borrower; and


 






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(d)          Restricted
Payments in an amount not to exceed $15,000,000 so long as (i) before and after giving effect to any such Restricted Payment,
no Default or Event of Default has occurred and is continuing and (ii) the Borrower shall have delivered to the Administrative
Agent a pro forma Compliance Certificate signed by a Responsible Officer demonstrating that on a pro forma basis after giving
effect to any such Restricted Payment, the Borrower is in compliance with each of the covenants set forth in Article VI,
measuring Consolidated Total Net Debt for purposes of Section 6.1 as of the date of any such Restricted Payment and otherwise
recomputing the covenants set forth in Article VI as of the last day of the most recently ended Fiscal Quarter for
which financial statements are required to have been delivered pursuant to Section 5.1(b) as if such Restricted Payment
had occurred; and


 


(e)          other
Restricted Payments so long as (i) before and after giving effect to any such Restricted Payment, no Default or Event of
Default has occurred and is continuing and (ii) the Borrower has delivered to the Administrative Agent a pro forma Compliance
Certificate signed by a Responsible Officer demonstrating that the Consolidated Total Net Leverage Ratio is less than 1.50:1.00,
measuring Consolidated Total Net Debt for purposes thereof as of the date of any such Restricted Payment and otherwise recomputing
such calculation of the Consolidated Total Net Leverage Ratio in accordance with Section 6.1 as of the last day of the most
recently ended Fiscal Quarter for which financial statements are required to have been delivered pursuant to Section 5.1(b)
as if such Restricted Payment had occurred.


 


Section 7.6           Sale
of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer
or otherwise dispose of any of its assets, business or property or, in the case of any Subsidiary, any shares of such Subsidiary’s
Capital Stock, in each case whether now owned or hereafter acquired, to any Person other than a Loan Party (or to qualify directors
if required by applicable law), except:


 


(a)          the
sale or other disposition for fair market value of obsolete or worn out property or other property not necessary for operations
disposed of in the ordinary course of business;


 


(b)          the
sale of inventory and Permitted Investments in the ordinary course of business;


 


(c)          the
disposition of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price
of similar replacement property or (ii) the proceeds of such disposition are reasonably promptly applied to the purchase price
of such replacement property;


 


(d)          the
non-exclusive license or sublicense of intellectual property in the ordinary course of business and not interfering in any material
respect with the ordinary conduct of business of the Loan Parties or pursuant to the Tradename Licensing Agreement;


 


(e)          the
disposition of cash or cash equivalents in the ordinary course of business;


 


(f)          the
termination or assignment of leased office locations in the ordinary course of business;


 


(g)          the
disposition of accounts receivable in the ordinary course of business in connection with the collection or compromise thereof;
and


 


(h)          the
sale or other disposition of such assets in an aggregate amount based on the fair market value of such assets not to exceed $15,000,000
in any Fiscal Year.


 






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Section 7.7           Transactions
with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer
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, except:


 


(a)          in
the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than
could be obtained on an arm’s-length basis from unrelated third parties;


 


(b)          transactions
between or among the Borrower and any Subsidiary Loan Party not involving any other Affiliates;


 


(c)          any
transactions approved or permitted by the Borrower’s “Related Party Transaction Policy” so long as such transaction
is at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm’s-length
basis from unrelated third parties;


 


(d)          any
transactions existing as of the date hereof and set forth on Schedule 7.7;


 


(e)          cash
or equity compensation payable to directors and officers of the Borrower or any of its Subsidiaries in the ordinary course of business
or as otherwise approved by the Borrower’s board of directors; and


 


(f)          any
Restricted Payment permitted by Section 7.5.


 


Section 7.8           Restrictive
Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into,
incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower
or any of its Subsidiaries to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter
acquired, or (b) the ability of any of its Subsidiaries to pay dividends or other distributions with respect to its Capital Stock,
to make or repay loans or advances to the Borrower or any other Subsidiary thereof, to Guarantee Indebtedness of the Borrower or
any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereof; provided
that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Document,
(ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary
pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is
permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured
Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such
Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases restricting the assignment thereof.


 


Section 7.9           Sale
and Leaseback Transactions. The Borrower will not, and will not permit any of its Subsidiaries 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 hereinafter 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.


 


Section 7.10         Hedging
Transactions. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any Hedging Transaction,
other than Hedging Transactions entered into in the ordinary course of business to hedge or mitigate risks to which the Borrower
or any of its Subsidiaries is exposed in the conduct of its business or the management of its liabilities. Solely for the avoidance
of doubt, the Borrower acknowledges that a Hedging Transaction entered into for speculative purposes or of a speculative nature
(which shall be deemed to include any Hedging Transaction under which the Borrower or any of its Subsidiaries is or may become
obliged to make any payment (i) in connection with the purchase by any third party of any Capital Stock or any Indebtedness or
(ii) as a result of changes in the market value of any Capital Stock or any Indebtedness) is not a Hedging Transaction entered
into in the ordinary course of business to hedge or mitigate risks.


 






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Section 7.11         Amendment
to Material Documents. The Borrower will not, and will not permit any of its Subsidiaries to, amend, modify or waive any
of its rights under (a) its certificate of incorporation, bylaws or other organizational documents, (b) any Material Agreements
(other than (i) the AP-AMH Loan Documents or any other similar documents in connection with a Future Approved Entity Investment
and (ii) any agreements between a Regulated Entity and any Third Party Payor) or (c) any Associated Practice Documents between
APC and a Loan Party or Alpha Care and a Loan Party (other than as may be required by applicable law) or (d) any other Associated
Practice Documents that account for in excess of 10% of the total revenue of the Borrower and its Subsidiaries (other than as may
be required by applicable law), in each case if the effect of such amendment, modification or waiver would have an adverse effect
in any material respect on the Lenders, the Administrative Agent, the Borrower or any of its Subsidiaries; provided, that
any management fees payable under any Associated Practice Document may be subordinated and/or the payment of such management fees
may be deferred, in each case, to the extent deemed by the Borrower in good faith to be advisable in order to satisfy any regulation
by any Governmental Authority having jurisdiction over the parties to such Associated Practice Document. The Borrower will not,
and will not permit any of its Subsidiaries to, amend, modify or waive any of its rights under the AP-AMH Loan Documents or any
other similar documents in connection with a Future Approved Entity Investment other than to (A) increase the interest rate on
any such loan or (B) extend the maturity date of any such loan.


 


Section
7.12         Associated Practice Documents. The Borrower will not,
and will not permit any of its Subsidiaries to, enter into any Management Services Agreement with any Associated Practice
after the Closing Date unless:


 


(a)          Borrower
shall have given Administrative Agent at least five (5) Business Days’ prior written notice (or such lesser notice as Administrative
Agent may agree in its sole discretion) of any Loan Party entering into such Management Services Agreement and Borrower shall have
delivered to Administrative Agent a copy of the draft Management Services Agreement prior to its execution and delivery;


 


(b)          the
form of such Management Services Agreement shall be substantially similar to a form approved by Administrative Agent, which, in
each case, shall provide that such Management Services Agreement is freely assignable or collaterally assignable to the Administrative
Agent by such Loan Party, without any further consent of, or notice to, any other Person (including, without limitation, the Associated
Practice party thereto); and


 


(c)          such
fully executed Management Services Agreement is delivered and collaterally assigned to Administrative Agent pursuant to a Collateral
Assignment within fifteen (15) days following the execution of such Management Services Agreement.


 


Notwithstanding anything to the contrary
in this Agreement, the Borrower and each other Loan Party shall be permitted to make such changes to the structure, contractual
agreements, and other aspects of its relationship with any Associated Practice as it may deem in good faith in consultation with
its healthcare counsel to be necessary to comply with applicable Requirements of Law or the Loan Documents.


 






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Section 7.13         Accounting
Changes. The Borrower will not, and will not permit any of its Subsidiaries to, make any significant change in accounting
treatment or reporting practices, except as required by GAAP, or change the fiscal year of the Borrower or of any of its Subsidiaries,
except to change the fiscal year of a Subsidiary to conform its fiscal year to that of the Borrower.


 


Section 7.14         Sanctions
and Anti-Corruption Laws. The Borrower will not, and will not permit any Subsidiary to, request any Loan or Letter of Credit
or, directly or indirectly, use the proceeds of any Loan or any Letter of Credit, or lend, contribute or otherwise make available
such proceeds to any subsidiary, joint venture partner or other Person (i) to fund any activities or business of or with any Person,
or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions, (ii) in
any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Loans,
whether as an Arranger, the Administrative Agent, any Lender (including a Swingline Lender), any Issuing Bank, underwriter, advisor,
investor or otherwise), or (iii) 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 applicable Anti-Corruption Laws.


 


Section 7.15         Lease
Obligations. The Borrower will not, and will not permit any of its Subsidiaries to, create or suffer to exist any obligations
for the payment under operating leases or agreements to lease (but excluding any obligations under leases required to be classified
as capital leases under GAAP having a term of five years or more) which would cause the present value of the direct or contingent
liabilities of the Borrower and its Subsidiaries under such leases or agreements to lease, on a consolidated basis, to exceed $15,000,000
in the aggregate in any Fiscal Year.


 


Article
VIII



EVENTS OF DEFAULT


 


Section 8.1           Events
of Default. If any of the following events (each, an “Event of Default”) shall occur:


 


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


 


(b)          the
Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount payable under subsection
(a) of this Section or an amount related to a Bank Product Obligation) 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; or


 


(c)          any
representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with
this Agreement or any other Loan Document (including the Schedules attached hereto and thereto), or in any amendments or modifications
hereof or waivers hereunder, or in any certificate, report, financial statement or other document submitted to the Administrative
Agent or the Lenders by any Loan Party or any representative of any Loan Party pursuant to or in connection with this Agreement
or any other Loan Document shall prove to be incorrect in any material respect (other than any representation or warranty that
is expressly qualified by a Material Adverse Effect or other materiality, in which case such representation or warranty shall prove
to be incorrect in any respect) when made or deemed made or submitted; or


 






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(d)          the
Borrower shall fail to observe or perform any covenant or agreement contained in Section 5.1, 5.2, or 5.3
(with respect to the Borrower’s legal existence) or Article VI or VII; or


 


(e)          any
Loan Party shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those referred to
in subsections (a), (b) and (d) of this Section) or any other Loan Document or related to any Bank Product Obligation, and such
failure shall remain unremedied for 30 days after the earlier of (i) any officer of the Borrower becomes aware of such failure,
or (ii) notice thereof shall have been given to the Borrower by the Administrative Agent or any Lender; or


 


(f)          (i)
the Borrower or any of its Subsidiaries (whether as primary obligor or as guarantor or other surety) shall fail to pay any principal
of, or premium or interest on, any Material Indebtedness (other than any Hedging Obligation) that is outstanding, when and as the
same shall become due and payable (whether at scheduled maturity, required prepayment, acceleration, demand or otherwise), and
such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument evidencing or governing
such Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument relating to any Material
Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect
of such event or condition is to accelerate, or permit the acceleration of, the maturity of such Indebtedness; or any Material
Indebtedness shall be declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled
required prepayment or redemption), purchased or defeased, or any offer to prepay, redeem, purchase or defease such Indebtedness
shall be required to be made, in each case prior to the stated maturity thereof or (ii) there occurs under any Hedging Transaction
an Early Termination Date (as defined in such Hedge Transaction) resulting from (A) any event of default under such Hedging Transaction
as to which the Borrower or any of its Subsidiaries is the Defaulting Party (as defined in such Hedging Transaction) and the Hedge
Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount or (B) any Termination
Event (as so defined) under such Hedging Transaction as to which the Borrower or any Subsidiary is an Affected Party (as so defined)
and the Hedge Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount
and is not paid; or


 


(g)          the
Borrower or any of its Subsidiaries shall (i) commence a voluntary case or other proceeding or file any petition seeking liquidation,
reorganization or other relief under any federal, state or foreign bankruptcy, insolvency or other similar law now or hereafter
in effect or seeking the appointment of a custodian, trustee, receiver, liquidator or other similar official of it or any substantial
part of its property, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding
or petition described in subsection (i) of this Section, (iii) apply for or consent to the appointment of a custodian, trustee,
receiver, liquidator or other similar official for the Borrower or any such 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 action for the purpose of effecting any of the foregoing; or


 


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


 






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(i)          the
Borrower or any of its Subsidiaries shall become unable to pay, shall admit in writing its inability to pay, or shall fail to pay,
its debts as they become due; or


 


(j)          (i)
an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with other ERISA Events that
have occurred, could reasonably be expected to result in liability to the Borrower and its Subsidiaries in an aggregate amount
exceeding $10,000,000, (ii) there is or arises an Unfunded Pension Liability (not taking into account Plans with negative Unfunded
Pension Liability) in an aggregate amount exceeding $10,000,000, or (iii) there is or arises any potential Withdrawal Liability
in an aggregate amount exceeding $10,000,000; or


 


(k)          any
judgment, order for the payment of money, writ, warrant of attachment or similar process involving an amount in excess of $10,000,000
in the aggregate shall be rendered against the Borrower or any of its Subsidiaries, and either (i) enforcement proceedings shall
have been commenced by any creditor upon such judgment or order or (ii) there shall be a period of 45 consecutive days during which
a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or


 


(l)          any
non-monetary judgment or order shall be rendered against the Borrower or any of its Subsidiaries that could reasonably be expected,
either individually or in the aggregate, to have a Material Adverse Effect, and there shall be a period of 30 consecutive days
during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect;
or


 


(m)          a
Change in Control shall occur or exist; or


 


(n)          any
provision of the Guaranty and Security Agreement or any other Collateral Document shall for any reason cease to be valid and binding
on, or enforceable against, any Loan Party, or any Loan Party shall so state in writing, or any Loan Party shall seek to terminate
its obligation under the Guaranty and Security Agreement or any other Collateral Document (other than the release of any guaranty
or collateral to the extent permitted pursuant to Section 9.11); or


 


(o)          any
Lien purported to be created under any Collateral Document shall fail or cease to be, or shall be asserted by any Loan Party not
to be, a valid and perfected Lien on any Collateral, with the priority required by the applicable Collateral Documents; or


 


(p)          there
shall occur (i) any revocation, suspension, termination, rescission, non-renewal or forfeiture or any similar final administrative
action with respect to one or more Healthcare Permits or Third Party Payor Programs that could reasonably be expected, either individually
or in the aggregate, to have a Material Adverse Effect or (ii) the Borrower or any of its Subsidiaries shall be named in any action,
fully or partially unsealed, in which the United States has affirmatively intervened, alleging violation of the federal False Claims
Act or any other applicable law and, in connection with such action, the Borrower shall have offered, agreed or paid to, or received
a final judgment requiring payment to, any Governmental Authority for payment of any fine, penalty or overpayment in excess of
$25,000,000; or


 


(q)          the
occurrence of an “Event of Default” (as defined in the AP-AMH Loan Documents); or


 


(r)          (i)
APC shall fail to make any dividend in cash in respect of the Series A Preferred Stock issued to AP-AMH on the Closing Date for
any period of two consecutive fiscal quarters or (ii) AP-AMH shall fail to pay any cash interest payment to the Borrower, and such
failure under either of clauses (i) or (ii) shall continue unremedied for a period of five (5) Business Days; or


 






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(s)          any
modification to the Certificate of Determination or APC Shareholder Agreement is effected that directly or indirectly restricts,
conditions, impairs, reduces or otherwise limits the payment of the Series A Preferred Dividend by APC to AP-AMH; or


 


(t)          APC
shall use all or any portion of the consideration received by APC from AP-AMH in connection with the Related Transactions on account
of AP-AMH’s purchase of the Series A Preferred Stock (including the cash and Capital Stock of the Borrower and/or any proceeds
from the sale or other disposition of such Capital Stock) for any purpose other than an APC Approved Use (each such other purpose,
an “Other APC Use”), unless not less than 50.01% of all holders of common stock of APC at such time approve
such Other APC Use; provided that the amount of “consideration received” by APC for purposes of this clause
(t) shall be deemed to be $545,000,000 less any amounts used to pay off any existing Indebtedness of APC on the Closing
Date; provided further that notwithstanding the foregoing clause (t), APC may use up to $50,000,000 in the aggregate
of such consideration for any Other APC Use without any requirement to obtain such approval of the holders of common stock of APC;


 


then, and in every such event (other than
an event with respect to the Borrower described in subsection (g) or (h) of this Section) and at any time thereafter during the
continuance of such event, the Administrative Agent may, and upon the written request of the Required Lenders shall, by notice
to the Borrower, take any or all of the following actions, at the same or different times: (i) terminate the Commitments, whereupon
the Commitment of each Lender shall terminate immediately, (ii) declare the principal of and any accrued interest on the Loans,
and all other Obligations owing hereunder, to be, whereupon the same 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, (iii) exercise all remedies contained
in any other Loan Document, and (iv) exercise any other remedies available at law or in equity; provided that, if an Event of Default
specified in either subsection (g) or (h) shall occur, the Commitments shall automatically terminate and the principal of the Loans
then outstanding, together with accrued interest thereon, and all fees and all other Obligations 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 8.2           Application
of Proceeds from Collateral. All proceeds from each sale of, or other realization upon, all or any part of the Collateral
by any Secured Party after an Event of Default arises shall be applied as follows:


 


(a)          first,
to the reimbursable expenses of the Administrative Agent incurred in connection with such sale or other realization upon the Collateral,
until the same shall have been paid in full;


 


(b)          second,
to the fees and other reimbursable expenses of the Administrative Agent, the Swingline Lender and the Issuing Banks then due and
payable pursuant to any of the Loan Documents, until the same shall have been paid in full;


 


(c)          third,
to all reimbursable expenses, if any, of the Lenders then due and payable pursuant to any of the Loan Documents, until the same
shall have been paid in full;


 


(d)          fourth,
to the fees and interest then due and payable under the terms of this Agreement, until the same shall have been paid in full;


 


(e)          fifth,
to the aggregate outstanding principal amount of the Loans, the LC Exposure, the Bank Product Obligations and the Net Mark-to-Market
Exposure of the Hedging Obligations that constitute Obligations, until the same shall have been paid in full, allocated pro
rata among the Secured Parties based on their respective pro rata shares of the aggregate amount of such Loans, LC Exposure,
Bank Product Obligations and Net Mark-to-Market Exposure of such Hedging Obligations;


 






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(f)          sixth,
to additional cash collateral for the aggregate amount of all outstanding Letters of Credit until the aggregate amount of all cash
collateral held by the Administrative Agent pursuant to this Agreement is at least 105% of the LC Exposure after giving effect
to the foregoing clause fifth; and


 


(g)          seventh,
to the extent any proceeds remain, to the Borrower or as otherwise provided by a court of competent jurisdiction.


 


All amounts allocated
pursuant to the foregoing clauses third through fifth to the Lenders as a result of amounts owed to the Lenders under
the Loan Documents shall be allocated among, and distributed to, the Lenders pro rata based on their respective Pro Rata
Shares; provided that all amounts allocated to that portion of the LC Exposure comprised of the aggregate undrawn amount
of all outstanding Letters of Credit pursuant to clauses fifth and sixth shall be distributed to the Administrative
Agent, rather than to the Lenders, and held by the Administrative Agent in an account in the name of the Administrative Agent for
the benefit of the Issuing Banks and the Lenders as cash collateral for the LC Exposure, such account to be administered in accordance
with Section 2.22(g). All cash collateral for LC Exposure shall be applied to satisfy drawings under the Letters of Credit
as they occur; if any amount remains on deposit on cash collateral after all letters of credit have either been fully drawn or
expired, such remaining amount shall be applied to other Obligations, if any, in the order set forth above.


 


Notwithstanding the
foregoing, (a) no amount received from any Guarantor (including any proceeds of any sale of, or other realization upon, all or
any part of the Collateral owned by such Guarantor) shall be applied to any Excluded Swap Obligation of such Guarantor and (b)
Bank Product Obligations and Hedging Obligations shall be excluded from the application described above if the Administrative Agent
has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from
the Bank Product Provider or the Lender-Related Hedge Provider, as the case may be. Each Bank Product Provider or Lender-Related
Hedge Provider that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged
and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX hereof for itself and its Affiliates
as if a “Lender” party hereto.


 


Article
IX



THE ADMINISTRATIVE AGENT


 


Section 9.1           Appointment
of the Administrative Agent.


 


(a)          Each
Lender irrevocably appoints SunTrust Bank as the Administrative Agent and authorizes it to take such actions on its behalf and
to exercise such powers as are delegated to the Administrative Agent under this Agreement and the other Loan Documents, together
with all such actions and powers that are reasonably incidental thereto. The Administrative Agent may perform any of its duties
hereunder or under the other Loan Documents by or through any one or more sub-agents or attorneys-in-fact appointed by the Administrative
Agent. The Administrative Agent and any such sub-agent or attorney-in-fact may perform any and all of its duties and exercise its
rights and powers through their respective Related Parties. The exculpatory provisions set forth in this Article shall apply to
any such sub-agent, attorney-in-fact or Related Party and shall apply to their respective activities in connection with the syndication
of the credit facilities provided for herein as well as activities as the Administrative Agent.


 






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(b)          Each
Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated
therewith until such time and except for so long as the Administrative Agent may agree at the request of the Required Lenders to
act for such Issuing Bank with respect thereto; provided that such Issuing Bank shall have all the benefits and immunities
(i) provided to the Administrative Agent in this Article with respect to any acts taken or omissions suffered by such Issuing Bank
in connection with Letters of Credit issued by it or proposed to be issued by it and the application and agreements for letters
of credit pertaining to the Letters of Credit as fully as if the term “Administrative Agent” as used in this Article
included such Issuing Bank with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect
to such Issuing Bank.


 


(c)          It
is understood and agreed that the use of the term “agent” herein or in any other Loan Document (or any similar term)
with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising
under agency doctrine of any applicable law. Instead such term is used as a matter of market custom and is intended to create or
reflect only an administrative relationship between contracting parties.


 


Section 9.2           Nature
of Duties of the Administrative Agent. The Administrative Agent shall not have any duties or obligations except those expressly
set forth in this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative
Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has
occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any
discretionary powers, except those discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative
Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be
necessary under the circumstances as provided in Section 10.2), provided that the Administrative Agent shall not be required
to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that
is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of
the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting
Lender in violation of any Debtor Relief Law; and (c) except as expressly set forth in the Loan Documents, the Administrative Agent
shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower
or any of its Subsidiaries that is communicated to or obtained by the 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, its sub-agents or its attorneys-in-fact 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 10.2) or in the absence of its own gross negligence or willful misconduct
as determined by a court of competent jurisdiction in a final non-appealable judgment. The Administrative Agent shall not be responsible
for the negligence or misconduct of any sub-agents or attorneys-in-fact except to the extent that a court of competent jurisdiction
determines in a final and nonappelable judgment that the Administrative Agent acted with gross negligence or willful misconduct
in the selection of such sub-agents. The Administrative Agent shall not be deemed to have knowledge of any Default or Event of
Default unless and until written notice thereof (which notice shall include an express reference to such event being a “Default”
or “Event of Default” hereunder) is given to the Administrative Agent by the Borrower or any Lender, and the Administrative
Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder
or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements,
or other terms and 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
III 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 may consult with legal counsel (including counsel for the Borrower) concerning all matters pertaining
to such duties.


 






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Section 9.3           Lack
of Reliance on the Administrative Agent. Each of the Lenders, the Swingline Lender and the Issuing Banks acknowledges that
it has, independently and without reliance upon the Administrative Agent, any Issuing Bank or any other Lender and based on such
documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.
Each of the Lenders, the Swingline Lender and the Issuing Banks also acknowledges that it will, independently and without reliance
upon the Administrative Agent, any Issuing Bank or any other Lender and based on such documents and information as it has deemed
appropriate, continue to make its own decisions in taking or not taking any action under or based on this Agreement, any related
agreement or any document furnished hereunder or thereunder. Each of the Lenders acknowledges and agrees that outside legal counsel
to the Administrative Agent in connection with the preparation, negotiation, execution, delivery and administration (including
any amendments, waivers and consents) of this Agreement and the other Loan Documents is acting solely as counsel to the Administrative
Agent and is not acting as counsel to any Lender (other than the Administrative Agent and its Affiliates) in connection with this
Agreement, the other Loan Documents or any of the transactions contemplated hereby or thereby.


 


Section 9.4           Certain
Rights of the Administrative Agent. If the Administrative Agent shall request instructions from the Required Lenders with
respect to any action or actions (including the failure to act) in connection with this Agreement, the Administrative Agent shall
be entitled to refrain from such act or taking such act unless and until it shall have received instructions from such Lenders,
and the Administrative Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing,
no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting
or refraining from acting hereunder in accordance with the instructions of the Required Lenders where required by the terms of
this Agreement.


 


Section 9.5           Reliance
by 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 (including any electronic
message, posting or other distribution) believed by it to be genuine and to have been signed, sent or made by the proper Person.
The Administrative Agent may also 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 (including
counsel for the Borrower), independent public 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 such counsel, accountants or experts.


 


Section 9.6           The
Administrative Agent in its Individual Capacity. The bank serving as the Administrative Agent shall have the same rights
and powers under this Agreement and any other Loan Document in its capacity as a Lender as any other Lender and may exercise or
refrain from exercising the same as though it were not the Administrative Agent; and the terms “Lenders”, “Required
Lenders”, “Required Revolving Lenders”, or any similar terms shall, unless the context clearly otherwise indicates,
include the Administrative Agent in its individual capacity. The bank acting as the Administrative Agent 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 Affiliate
of the Borrower as if it were not the Administrative Agent hereunder.





 






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Section 9.7           Successor
Administrative Agent.


 


(a)          The
Administrative Agent may resign at any time by giving notice thereof to the Lenders and the Borrower. Upon any such resignation,
the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to approval by the Borrower provided
that no Default or Event of Default shall exist at such time. If no successor Administrative Agent shall have been so appointed,
and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of resignation, then
the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a commercial
bank organized under the laws of the United States or any state thereof or a bank which maintains an office in the United States.


 


(b)          Upon
the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall
thereupon 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 under this Agreement and the other Loan
Documents. If, within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this
Section, no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th
day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall
thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter
perform all duties of the retiring Administrative Agent under the Loan Documents until such time as the Required Lenders appoint
a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the
provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives
and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.


 


(c)          In
addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, and if any Default has arisen
from a failure of the Borrower to comply with Section 2.26(b), then the Issuing Banks and the Swingline Lender may, upon
prior written notice to the Borrower and the Administrative Agent, resign as an Issuing Bank or as Swingline Lender, as the case
may be, effective at the close of business Atlanta, Georgia time on a date specified in such notice (which date may not be less
than five (5) Business Days after the date of such notice).


 


Section 9.8           Withholding
Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any interest payment to any
Lender an amount equivalent to any applicable withholding tax. If the IRS or any authority of the United States or any other jurisdiction
asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender
(because the appropriate form was not delivered or was not properly executed, or because such Lender failed to notify the Administrative
Agent of a change in circumstances that rendered the exemption from, or reduction of, withholding tax ineffective, or for any other
reason), such Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been
reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) fully for all amounts paid, directly or
indirectly, by the Administrative Agent as tax or otherwise, including penalties and interest, together with all expenses incurred,
including legal expenses, allocated staff costs and any out of pocket expenses.





 



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Section 9.9           The
Administrative Agent May File Proofs of Claim.


 


(a)          In
case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition
or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any
Loan or any Revolving Credit Exposure shall then be due and payable as herein expressed or by declaration or otherwise and irrespective
of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention
in such proceeding or otherwise:


 


(i)          to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans or Revolving
Credit Exposure and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable
in order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders, the Issuing Banks and the Administrative Agent and its agents
and counsel and all other amounts due the Lenders, the Issuing Banks and the Administrative Agent under Section 10.3) allowed in
such judicial proceeding; and


 


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


 


(b)          Any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Lender and each Issuing Bank to make such payments to the Administrative Agent and, if the Administrative Agent
shall consent to the making of such payments directly to the Lenders and the Issuing Banks, to pay to the Administrative Agent
any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents
and counsel, and any other amounts due the Administrative Agent under Section 10.3.


 


Nothing contained herein
shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or
any Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of
any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.


 


Section 9.10         Authorization
to Execute Other Loan Documents. Each Lender hereby authorizes the Administrative Agent to execute on behalf of all Lenders
all Loan Documents (including, without limitation, the Collateral Documents and any subordination agreements) other than this Agreement.


 


Section 9.11         Collateral
and Guaranty Matters. The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion:


 


(a)          to
release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon the termination
of all Revolving Commitments, the Cash Collateralization of all reimbursement obligations with respect to Letters of Credit in
an amount equal to 105% of the aggregate LC Exposure of all Lenders, and the payment in full of all Obligations (other than contingent
indemnification obligations and such Cash Collateralized reimbursement obligations), (ii) that is sold or to be sold as part of
or in connection with any sale permitted hereunder or under any other Loan Document, or (iii) if approved, authorized or ratified
in writing in accordance with Section 10.2; and


 


(b)          to
release any Loan Party from its obligations under the applicable Collateral Documents if such Person ceases to be a Subsidiary
as a result of a transaction permitted hereunder.


 


Upon request by the Administrative Agent
at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release its interest in
particular types or items of property, or to release any Loan Party from its obligations under the applicable Collateral Documents
pursuant to this Section. In each case as specified in this Section, the Administrative Agent is authorized, at the Borrower’s
expense, to execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence
the release of such item of Collateral from the Liens granted under the applicable Collateral Documents, or to release such Loan
Party from its obligations under the applicable Collateral Documents, in each case in accordance with the terms of the Loan Documents
and this Section.


 






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Section 9.12         No
Other Duties; Designation of Additional Agents. None of the Lenders or other Persons identified on the facing page or signature
pages of this Agreement as a “co-syndication agent”, “joint lead arranger” or “joint bookrunner”
shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to
all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed
to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any
of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.


 


Section 9.13         Right
to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Loan Documents to the contrary notwithstanding,
the Borrower, the Administrative Agent and each Lender hereby agree that (i) no Lender shall have any right individually to realize
upon any of the Collateral or to enforce the Collateral Documents, it being understood and agreed that all powers, rights and remedies
hereunder and under the Collateral Documents may be exercised solely by the Administrative Agent, and (ii) in the event of a foreclosure
by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative
Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and
the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective
individual capacities unless the Required Lenders shall otherwise agree in writing), shall be entitled, for the purpose of bidding
and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to
use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Administrative
Agent at such sale or other disposition.


 


Section 9.14         Secured
Bank Product Obligations and Hedging Obligations. No Bank Product Provider or Lender-Related Hedge Provider that obtains
the benefits of Section 8.2, the Collateral Documents or any Collateral by virtue of the provisions hereof or of any other Loan
Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other
Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its
capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other
provision of this Article to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other
satisfactory arrangements have been made with respect to, Bank Product Obligations and Hedging Obligations unless the Administrative
Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent
may request, from the applicable Bank Product Provider or Lender-Related Hedge Provider, as the case may be.


 






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Article
X



MISCELLANEOUS


 


Section 10.1         Notices.


 


(a)          Written
Notices.


 


(i)          Except
in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications
to any party herein to be effective shall be in writing and shall be delivered by hand or overnight courier service, mailed by
certified or registered mail or sent by facsimile, as follows:


 


	To the Borrower:	 	
        Apollo Medical Holdings, Inc.

        1668 S. Garfield Avenue, 2nd Floor

        Alhambra, CA 91801

	 	 	
        Attention: Eric Chin, CFO

        Email: 

        Telephone Number: 

	 	 	 
	With a copy to (for information purposes only):	 	Tin Kin Lee Law Offices

1811 Fair Oaks Ave.

South Pasadena, California 91030

Attention:  Tin Kin Lee, Esq.

Email: 

Facsimile Number: 
	 	 	 
	To the Administrative Agent: 	 	3333 Peachtree Road
	 	 	Atlanta, GA 30326
	 	 	Attention: Portfolio Manager – ApolloMed
	 	 	Facsimile Number: 404-926-5173
	
         

        With copies to (for information purposes only):
	 	
         

        3333 Peachtree Road

        Atlanta, GA 30326

        Attention: Bill Monroe – ApolloMed

        Facsimile Number: 

         

	 	 	and
	 	 	 
	 	 	SunTrust Bank
	 	 	Agency Services
	 	 	303 Peachtree Street, N.E. / 25th Floor
	 	 	Atlanta, Georgia 30308
	 	 	Attention: Agency Services Manager
	 	 	Facsimile Number: 
	 	 	 
	 	 	and
	 	 	 
	 	 	
        Alston & Bird LLP

        1201 West Peachtree Street

        Atlanta, Georgia 30309

        Attention: Rick D. Blumen, Esq.

        Facsimile Number: 

        Email: 

         

	To the Issuing Banks:	 	SunTrust Bank
	 	 	Attn: Standby Letter of Credit Dept.
	 	 	245 Peachtree Center Ave., 17th FL
	 	 	Atlanta, GA 30303
	 	 	
        Telephone: 

         

        Preferred Bank

        601 South Figueroa Street, 47th Floor

        Los Angeles, CA  90017 

        



 






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	To the Swingline Lender:	 	SunTrust Bank
	 	 	Agency Services
	 	 	303 Peachtree Street, N.E. / 25th Floor
	 	 	Atlanta, Georgia 30308
	 	 	Attention: Agency Services Manager
	 	 	Facsimile Number: 
	 	 	 
	To any other Lender:	 	the address set forth in the Administrative Questionnaire or the Assignment and Acceptance executed by such Lender


 


Any party hereto may change
its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto.


 


(ii)         Any
agreement of the Administrative Agent, any Issuing Bank or any Lender herein to receive certain notices by telephone or facsimile
is solely for the convenience and at the request of the Borrower. The Administrative Agent, each Issuing Bank and each Lender shall
be entitled to rely on the authority of any Person purporting to be a Person authorized by the Borrower to give such notice and
the Administrative Agent, the Issuing Banks and the Lenders shall not have any liability to the Borrower or other Person on account
of any action taken or not taken by the Administrative Agent, any Issuing Bank or any Lender in reliance upon such telephonic or
facsimile notice. The obligation of the Borrower to repay the Loans and all other Obligations hereunder shall not be affected in
any way or to any extent by any failure of the Administrative Agent, any Issuing Bank or any Lender to receive written confirmation
of any telephonic or facsimile notice or the receipt by the Administrative Agent, any Issuing Bank or any Lender of a confirmation
which is at variance with the terms understood by the Administrative Agent, such Issuing Bank and such Lender to be contained in
any such telephonic or facsimile notice.


 


(b)          Electronic
Communications.


 


(i)          Notices
and other communications to the Lenders and the Issuing Banks hereunder may be delivered or furnished by electronic communication
(including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided
that the foregoing shall not apply to notices to any Lender or any Issuing Bank if such Lender or such Issuing Bank, as applicable,
has notified the Administrative Agent that it is incapable of receiving, or is unwilling to receive, notices by electronic communication.
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.


  



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(ii)         Unless
the Administrative Agent otherwise prescribes, (A) 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 (B) 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 (A) of notification that such notice or communication is available and identifying the website address
therefor; provided that, in the case of clauses (A) and (B) above, if such notice 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.


 


(iii)        The
Borrower agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available
to the Issuing Banks and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially
similar electronic system.


 


(iv)        THE
PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED
PARTIES WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM
LIABILITY FOR ERRORS IN OR OMISSIONS IN THE COMMUNICATIONS (AS DEFINED BELOW) AND FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY
KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT
OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED
PARTIES IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related
Parties have any liability to any Loan Party or any of their respective Subsidiaries, any Lender, any Issuing Bank or any other
Person or entity for losses, claims, damages, liabilities or expenses of any kind, including, without limitation, direct or indirect,
special, incidental or consequential damages, losses or expenses, whether or not based on strict liability (whether in tort, contract
or otherwise), arising out of any Loan Party’s or the Administrative Agent’s transmission of Borrower Materials through
the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent
jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative
Agent or such Related Party; provided , however, that in no event shall the Administrative Agent or any Related Party
have any liability to any Loan Party or any of their respective Subsidiaries, any Lender, any Issuing Bank or any other Person
for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages) arising out of any
Loan Party’s or the Administrative Agent’s transmission of Communications. “Communications” means,
collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party
pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender
or any Issuing Bank by means of electronic communications pursuant to this Section, including through the Platform.


 


(c)          Telephonic
Notices. Unless otherwise expressly provided herein, all notices and other communications provided for herein shall be in writing
and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or electronic
mail as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made
to the applicable telephone number, as follows:


 






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(i)          if
to the Borrower, the Administrative Agent or an Issuing Bank, to the address, facsimile number, electronic mail address or telephone
number specified for such Person in Section 10.1(a) or to such other address, facsimile number, electronic mail address
or telephone number as shall be designated by such party in a notice to the other parties hereto, as provided in Section 10.1(d);
and


 


(ii)         if
to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative
Questionnaire.


 


(d)          All
such notices and other communications sent to any party hereto in accordance with the provisions of this Agreement are made upon
the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed
for by or on behalf of the relevant party hereto; (B) if delivered by mail, four (4) Business Days after deposit in the mails,
postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by
electronic mail, to the extent provided in clause (b) above and effective as provided in such clause; provided that notices
and other communications to the Administrative Agent and an Issuing Bank pursuant to Article II shall not be effective until actually
received by such Person. In no event shall a voice mail message be effective as a notice, communication or confirmation hereunder.


 


(e)          Loan
Documents may be transmitted and/or signed by facsimile or other electronic communication. The effectiveness of any such documents
and signatures shall, subject to applicable Law, have the same force and effect as manually signed originals and shall be binding
on all Loan Parties, the Agents and the Lenders.


 


Section 10.2         Waiver;
Amendments.


 


(a)          No
failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder or under
any other Loan Document, and no course of dealing between the Borrower and the Administrative Agent or any Lender, 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 right or power, preclude any other or further exercise thereof or the exercise of any other right or power
hereunder or thereunder. The rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder and under
the other Loan Documents are cumulative and are not exclusive of any rights or remedies provided by law. No waiver of any provision
of this Agreement or of any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective
unless the same shall be permitted by subsection (b) of this Section, and then such waiver or consent shall be effective only in
the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan
or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether
the Administrative Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at
the time.


 


(b)          No
amendment or waiver of any provision of this Agreement or of the other Loan Documents (other than the Fee Letter), nor consent
to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the
Borrower and the Required Lenders, or the Borrower and the Administrative Agent with the consent of the Required Lenders, and then
such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given;
provided that, subject to Section 2.16(b), in addition to the consent of the Required Lenders, no amendment, waiver or consent
shall:





 






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(i)          increase
the Commitment of any Lender without the written consent of such Lender;


 


(ii)         reduce
the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon (it being agreed that the waiver of
the Default Interest rate (or the imposition thereof) shall only require the consent of the Required Lenders), or reduce any fees
or other amounts payable hereunder, without the written consent of each Lender affected thereby;


 


(iii)        postpone
the date fixed for any payment (other than any mandatory prepayment) of any principal of, or interest on, any Loan or LC Disbursement
or any fees or other amounts hereunder or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date
for the termination or reduction of any Commitment, without the written consent of each Lender affected thereby;


 


(iv)        alter,
change or have the effect of changing the priority or pro rata treatment or the order of application of any payments (including,
without limitation, any repayments or prepayments) under this Agreement (including, without limitation, pursuant to Section
2.21(b) or c or Section 8.2) or under any other Loan Documents, Liens, proceeds of Collateral or reductions in
Commitments (including as a result in whole or in part of allowing the issuance or incurrence, pursuant to this Agreement or otherwise,
of new loans or other indebtedness having any priority over any of the Obligations in respect of payments, Liens, Collateral or
proceeds of Collateral, in exchange for any Obligations or otherwise), without the written consent of each Lender;


 


(v)         change
any of the provisions of this subsection (b) or the definition of “Required Lenders” or “Required Revolving Lenders”
or any other provision hereof specifying the number or percentage of Lenders which are required to waive, amend or modify any rights
hereunder or make any determination or grant any consent hereunder, without the consent of each Lender;


 


(vi)        release
all or substantially all of the guarantors, or limit the liability of such guarantors, under any guaranty agreement guaranteeing
any of the Obligations, without the written consent of each Lender; or


 


(vii)       release
all or substantially all collateral (if any) securing any of the Obligations, without the written consent of each Lender;


 


provided, further, that no
such amendment, waiver or consent shall amend, modify or otherwise affect the rights, duties or obligations of the Administrative
Agent, the Swingline Lender or any Issuing Bank without the prior written consent of such Person.


 


Notwithstanding anything
to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder,
except that the Commitment of such Lender may not be increased or extended, and amounts payable to such Lender hereunder may not
be permanently reduced, without the consent of such Lender (other than reductions in fees and interest in which such reduction
does not disproportionately affect such Lender). Notwithstanding anything contained herein to the contrary, this Agreement may
be amended and restated without the consent of any Lender (but with the consent of the Borrower and the Administrative Agent) if,
upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and
restated), the Commitments of such Lender shall have terminated (but such Lender shall continue to be entitled to the benefits
of Sections 2.18, 2.19, 2.20 and 10.3), such Lender shall have no other commitment or other obligation
hereunder and such Lender shall have been paid in full all principal, interest and other amounts owing to it or accrued for its
account under this Agreement. Notwithstanding anything herein or otherwise to the contrary, any Event of Default occurring hereunder
shall continue to exist (and shall be deemed to be continuing) until such time as such Event of Default is waived in writing in
accordance with the terms of this Section notwithstanding (i) any attempted cure or other action taken by the Borrower or any other
Person subsequent to the occurrence of such Event of Default or (ii) any action taken or omitted to be taken by the Administrative
Agent or any Lender prior to or subsequent to the occurrence of such Event of Default (other than the granting of a waiver in writing
in accordance with the terms of this Section).


 






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Notwithstanding anything
to the contrary herein, the Administrative Agent may, with the consent of the Borrower only, amend, modify or supplement any Loan
Document to cure any obvious ambiguity, omission, mistake, defect or inconsistency.


 


Section 10.3         Expenses;
Indemnification.


 


(a)          The
Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent and its Affiliates, including
the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates, in connection with the
syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments,
modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document shall
be consummated), including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates,
(ii) all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or
extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket costs and expenses (including,
without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel)
incurred by the Administrative Agent, any Issuing Bank or any Lender in connection with the enforcement or protection of its rights
in connection with this Agreement, including its rights under this Section, or in connection with the Loans made or any Letters
of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations
in respect of such Loans or Letters of Credit.


 


(b)          The
Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each Issuing Bank, and each Related
Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and
disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time
charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against
any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result
of (i) the execution or delivery of this Agreement, any other Loan Document, any other Related Transaction Document or any agreement
or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or
thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use
or proposed use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter
of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit),
(iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower
or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, 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, whether brought by a third party or by the Borrower or any other Loan Party, 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 losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and
non-appealable judgment to have resulted from (x) the gross negligence or willful misconduct of such Indemnitee, (y) a claim brought
by the Borrower or any other Loan Party against an Indemnitee for a breach in bad faith of such Indemnitee’s obligations
hereunder or under any other Loan Document or (z) disputes solely among Indemnitees, other than any claims arising out of or resulting
from any act or omission on the part of the Borrower or its Affiliates.


 






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(c)          The
Borrower shall pay, and hold the Administrative Agent, each Issuing Bank and each of the Lenders harmless from and against, any
and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Loan Documents,
any collateral described therein or any payments due thereunder, and save the Administrative Agent, each Issuing Bank and each
Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes.


 


(d)          To
the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent, any Issuing Bank or the Swingline
Lender under subsection (a), (b) or hereof, each Lender severally agrees to pay to the Administrative Agent, the applicable Issuing
Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (in accordance with its respective
Revolving Commitment (or Revolving Credit Exposure, as applicable) and Term Loan determined as of the time that the unreimbursed
expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified payment,
claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent,
the applicable Issuing Bank or the Swingline Lender in its capacity as such.


 


(e)          To
the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on
any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising
out of, in connection with or as a result of this Agreement, any other Loan Document or any agreement or instrument contemplated
hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof; provided
that nothing in this clause (e) shall relieve the Borrower of any obligation it may have to indemnify any Indemnitee against special,
indirect, consequential or punitive damages asserted against such Indemnitee by a third party.


 


(f)          All
amounts due under this Section shall be payable promptly after written demand therefor.


 


Section 10.4         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 the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any
of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section,
(ii) by way of participation in accordance with the provisions of subsection (d) of this Section or (iii) by way of pledge or assignment
of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer
by any party hereto shall be null and void). Nothing in this Agreement, expressed 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 subsection (d) of this Section 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.


 






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(b)          Any
Lender may at any time 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 Commitments, Loans and other Revolving Credit Exposure at the time owing to it); provided that any
such assignment shall be subject to the following conditions:


 


(i)          Minimum
Amounts.


 


(A)         in
the case of an assignment of the entire remaining amount of the assigning Lender’s Commitments, Loans and other Revolving
Credit Exposure at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund,
no minimum amount need be assigned; and


 


(B)         in
any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose
includes Loans and Revolving Credit Exposure outstanding thereunder) or, if the applicable Commitment is not then in effect, the
principal outstanding balance of the Loans and Revolving Credit Exposure of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent
or, if “Trade Date” is specified in the Assignment and Acceptance, as of the Trade Date) shall not be less than $1,000,000
with respect to Term Loans and $5,000,000 with respect to Revolving Loans and in minimum increments of $1,000,000, unless each
of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents
(each such consent not to be unreasonably withheld or delayed).


 


(ii)         Proportionate
Amounts. 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 with respect to the Loans, other Revolving Credit Exposure or the Commitments assigned,
except that this subsection (b)(ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations
among separate Commitments on a non-pro rata basis.


 


(iii)        Required
Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section
and, in addition:


 


(A)         the
consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default
has occurred and is continuing at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of such Lender
or an Approved Fund of such Lender;


 


(B)         the
consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required unless such assignment
is of a Term Loan to a Lender, an Affiliate of such Lender or an Approved Fund of such Lender; and


 






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(C)         the
consent of each Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that
increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding),
and the consent of the Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment
in respect of the Revolving Commitments.


 


(iv)        Assignment
and Acceptance. The parties to each assignment shall deliver to the Administrative Agent (A) a duly executed Assignment and
Acceptance, (B) a processing and recordation fee of $3,500, (C) an Administrative Questionnaire unless the assignee is already
a Lender and (D) the documents required under Section 2.20(e).


 


(v)         No
Assignment to the certain Persons. No such assignment shall be made to (A) the Borrower or any of the Borrower’s Affiliates
or Subsidiaries or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder,
would constitute any of the foregoing Persons described in this clause (B).


 


(vi)        No
Assignment to Natural Persons. No such assignment shall be made to a natural person.


 


(vii)       Certain
Additional Payments. In connection with any assignment of rights
and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the
other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative
Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by
the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the
Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting
Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment
liabilities then owed by such Defaulting Lender to the Administrative Agent, each Issuing Bank, the Swingline Lender and each other
Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans
and participations in Letters of Credit and Swingline Loans. Notwithstanding the foregoing, in the event that any assignment of
rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the
provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of
this Agreement until such compliance occurs.


 


Subject to acceptance and recording thereof
by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment
and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such
Assignment and Acceptance, 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 Acceptance, be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.18,
2.19, 2.20 and 10.3 with respect to facts and circumstances occurring prior to the effective date of such
assignment; provided that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting
Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting
Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection
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 subsection (d) of this Section. If the consent of the Borrower to an assignment is required hereunder (including a consent
to an assignment which does not meet the minimum assignment thresholds specified above), the Borrower shall be deemed to have given
its consent unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after notice
thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrower.


 






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(c)          The
Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices
in Atlanta, Georgia a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Commitments of, and principal amount of the Loans and Revolving Credit Exposure owing to, each
Lender pursuant to the terms hereof from time to time (the “Register”). Information contained in the Register
with respect to any Lender shall be available for inspection by such Lender at any reasonable time and from time to time upon reasonable
prior notice; information contained in the Register shall also be available for inspection by the Borrower at any reasonable time
and from time to time upon reasonable prior notice. In establishing and maintaining the Register, the Administrative Agent shall
serve as the Borrower’s agent solely for tax purposes and solely with respect to the actions described in this Section, and
the Borrower hereby agrees that, to the extent SunTrust Bank serves in such capacity, SunTrust Bank and its officers, directors,
employees, agents, sub-agents and affiliates shall constitute “Indemnitees”.


 


(d)          Any
Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, the Swingline Lender or any
Issuing Bank, sell participations to any Person (other than a natural person, the Borrower, or any of the Borrower’s Affiliates
or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations
under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s
obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Issuing Banks, the Swingline
Lender 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 with respect to the following to the extent affecting such Participant: (i) increase the Commitment of such Lender; (ii)
reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder;
(iii) postpone the date fixed for any payment of any principal of, or interest on, any Loan or LC Disbursement or any fees hereunder
or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date for the termination or reduction of any
Commitment; (iv) change Section 2.21(b) or (c) in a manner that would alter the pro rata sharing of payments
required thereby; (v) change any of the provisions of Section 10.2(b) or the definition of “Required Lenders”
or “Required Revolving Lenders” or any other provision hereof specifying the number or percentage of Lenders which
are required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder; (vi) release
all or substantially all of the guarantors, or limit the liability of such guarantors, under any guaranty agreement guaranteeing
any of the Obligations; or (vii) release all or substantially all collateral (if any) securing any of the Obligations. Subject
to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.18,
2.19, and 2.20 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to
subsection (b) of this Section; provided that such Participant agrees to be subject to Section 2.24 as though
it were a Lender. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.7
as though it were a Lender; provided that such Participant agrees to be subject to Section 2.21 as though it were
a Lender.


 






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Each Lender that sells
a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register in the United
States on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s
interest in the Loans or other obligations under the Loan Documents (the “Participant Register”). The entries
in the Participant Register shall be conclusive, absent manifest error, and such Lender shall treat each person whose name is recorded
in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to
the contrary. The Borrower and the Administrative Agent shall have inspection rights to such Participant Register (upon reasonable
prior notice to the applicable Lender) solely for purposes of demonstrating that such Loans or other obligations under the Loan
Documents are in “registered form” for purposes of the Code. For the avoidance of doubt, the Administrative Agent (in
its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 


(e)          A
Participant shall not be entitled to receive any greater payment under Sections 2.18 and 2.20 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. A Participant shall not be entitled to the benefits
of Section 2.20 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees,
for the benefit of the Borrower, to comply with Section 2.20(g) and (h) as though it were a Lender.


 


(f)          Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including, without limitation, any pledge or assignment to secure obligations to a Federal Reserve
Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute
any such pledgee or assignee for such Lender as a party hereto.


 


Section 10.5         Governing
Law; Jurisdiction; Consent to Service of Process.


 


(a)          This
Agreement and the other Loan Documents and any claims, controversy, dispute or cause of action (whether in contract or tort or
otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document,
as expressly set forth therein) and the transactions contemplated hereby and thereby shall be construed in accordance with and
be governed by the law (without giving effect to the conflict of law principles thereof) of the State of New York.


 


(b)          The
Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United
States District Court for the Southern District of New York, and of the Supreme Court of the State of New York sitting in New York
County, Borough of Manhattan, and of any appellate court from any thereof, in any action or proceeding arising out of or relating
to this Agreement or 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 may be heard and determined in such District Court or New York state court or, to the extent permitted
by applicable law, such appellate court. Each of the parties hereto 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, any Issuing Bank or
any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the
Borrower or its properties in the courts of any jurisdiction.


 






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(c)          The
Borrower irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any
such suit, action or proceeding described in subsection (b) of this Section and brought in any court referred to in subsection
(b) of this Section. Each of the parties hereto irrevocably waives, to the fullest extent permitted by applicable 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 the service of process in the manner provided for notices in Section 10.1.
Nothing in this Agreement or in any other Loan Document will affect the right of any party hereto to serve process in any other
manner permitted by law.


 


Section 10.6         WAIVER
OF JURY TRIAL. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). 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 AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.


 


Section 10.7         Right
of Set-off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any
such rights, each Lender and each Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during
the continuance of an Event of Default, without prior notice to the Borrower, any such notice being expressly waived by the Borrower
to the extent permitted by applicable law, to set off and apply against all deposits (general or special, time or demand, provisional
or final) of the Borrower at any time held or other obligations at any time owing by such Lender and such Issuing Bank to or for
the credit or the account of the Borrower against any and all Obligations held by such Lender or such Issuing Bank, as the case
may be, irrespective of whether such Lender or such Issuing Bank shall have made demand hereunder and although such Obligations
may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all
amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions
of Section 2.26(b) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed
held in trust for the benefit of the Administrative Agent, the Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall
provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting
Lender as to which it exercised such right of setoff. Each Lender and each Issuing Bank agrees promptly to notify the Administrative
Agent and the Borrower after any such set-off and any application made by such Lender or such Issuing Bank, as the case may be;
provided that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and each
Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any
other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or such Issuing Bank.


 


Section 10.8         Counterparts;
Integration. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts,
and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Agreement, the Fee
Letter, the other Loan Documents, and any separate letter agreements relating to any fees payable to the Administrative Agent and
its Affiliates constitute the entire agreement among the parties hereto and thereto and their affiliates regarding the subject
matters hereof and thereof and supersede all prior agreements and understandings, oral or written, regarding such subject matters.
Delivery of an executed counterpart to this Agreement or any other Loan Document by facsimile transmission or by electronic mail
in pdf format shall be as effective as delivery of a manually executed counterpart hereof.


 






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Section 10.9         Survival.
All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates, reports, notices
or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by
the other parties hereto and shall survive the execution and delivery of this Agreement and the other Loan Documents and the making
of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf
and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default
or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect
as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is
outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The
provisions of Sections 2.18, 2.19, 2.20, and 10.3 and Article IX shall survive and remain in
full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration
or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof. All representations
and warranties made herein, in the Loan Documents in the certificates, reports, notices, and other documents delivered pursuant
to this Agreement shall survive the execution and delivery of this Agreement and the other Loan Documents, and the making of the
Loans and the issuance of the Letters of Credit.


 


Section 10.10         Severability.
Any provision of this Agreement or any other Loan Document held to be illegal, invalid or unenforceable in any jurisdiction, shall,
as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without affecting the
legality, validity or enforceability of the remaining provisions hereof or thereof; and the illegality, invalidity or unenforceability
of a particular provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.


 


Section 10.11         Confidentiality.
Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of any information received
from the Borrower, any of its Subsidiaries or any Associated Practice relating to the Borrower, any of its Subsidiaries or any
Associated Practice or any of their respective businesses, other than any such information that is available to the Administrative
Agent, any Issuing Bank or any Lender on a non-confidential basis prior to disclosure by the Borrower, any of its Subsidiaries
or any Associated Practice, except that such information may be disclosed (i) to any Related Party of the Administrative Agent,
any Issuing Bank or any such Lender including, without limitation, accountants, legal counsel and other advisors, (ii) to the extent
required by applicable laws or regulations or by any subpoena or similar legal process, (iii) to the extent requested by any regulatory
agency or authority purporting to have jurisdiction over it (including any self-regulatory authority such as the National Association
of Insurance Commissioners), (iv) to the extent that such information becomes publicly available other than as a result of a breach
of this Section, or which becomes available to the Administrative Agent, any Issuing Bank, any Lender or any Related Party of any
of the foregoing on a non-confidential basis from a source other than the Borrower, any of its Subsidiaries or any Associated Practice,
(v) in connection with the exercise of any remedy hereunder or under any other Loan Documents or any suit, action or proceeding
relating to this Agreement or any other Loan Documents or the enforcement of rights hereunder or thereunder, (vi) subject to execution
by such Person of an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, and, in
each case, their respective financing sources, or (B) any actual or prospective party (or its Related Parties) to any swap or derivative
or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments
hereunder, (vii) to any rating agency, (viii) to the CUSIP Service Bureau or any similar organization, or (ix) with the written
consent of the Borrower. Any Person required to maintain the confidentiality of any information as provided for in this Section
shall exercise the same degree of care to maintain the confidentiality of such information as such Person would accord its own
confidential information. In the event of any conflict between the terms of this Section and those of any other Contractual Obligation
entered into with any Loan Party (whether or not a Loan Document), the terms of this Section shall govern.


 






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Section 10.12         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 which may be treated as interest on such Loan under applicable law (collectively,
the “Charges”), shall exceed the maximum lawful rate of interest (the “Maximum Rate”) which may
be contracted for, charged, taken, received or reserved by a 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 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 Rate to the date of repayment (to the extent permitted by applicable law),
shall have been received by such Lender.


 


Section 10.13         Waiver
of Effect of Corporate Seal. The Borrower represents and warrants that neither it nor any other Loan Party is required
to affix its corporate seal to this Agreement or any other Loan Document pursuant to any Requirement of Law, agrees that this Agreement
is delivered by the Borrower under seal and waives any shortening of the statute of limitations that may result from not affixing
the corporate seal to this Agreement or such other Loan Documents.


 


Section 10.14         Section
10.14. Patriot Act. The Administrative Agent and each Lender hereby notifies the Loan Parties that, pursuant to (a) the
requirements of the Patriot Act, it is required to obtain, verify and record information that identifies each Loan Party, which
information includes the name and address of such Loan Party and other information that will allow such Lender or the Administrative
Agent, as applicable, to identify such Loan Party in accordance with the Patriot Act and (b) the Beneficial Ownership Regulation,
it is required to obtain a Beneficial Ownership Certification.


 


Section 10.15         Section
10.15. No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby
(including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and
each other Loan Party acknowledges and agrees and acknowledges its Affiliates’ understanding that (i) (A) the services regarding
this Agreement provided by the Administrative Agent and/or the Lenders are arm’s-length commercial transactions between the
Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent and the Lenders,
on the other hand, (B) each of the Borrower and the other Loan Parties have consulted their own legal, accounting, regulatory and
tax advisors to the extent they have deemed appropriate, and (C) the Borrower and each other Loan Party is capable of evaluating
and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by
the other Loan Documents; (ii) (A) each of the Administrative Agent and the Lenders is and has been acting solely as a principal
and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor,
agent or fiduciary for the Borrower, any other Loan Party or any of their respective Affiliates, or any other Person, and (B) neither
the Administrative Agent nor any Lender has any obligation to the Borrower, any other Loan Party or any of their Affiliates with
respect to the transaction contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents;
and (iii) the Administrative Agent, the Lenders and their respective Affiliates may be engaged in a broad range of transactions
that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and each
of the Administrative Agent and the Lenders has no obligation to disclose any of such interests to the Borrower, any other Loan
Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and the other Loan Parties
hereby waives and releases any claims that it may have against the Administrative Agent or any Lender with respect to any breach
or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.


 






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Section 10.16         Location
of Closing. Each Lender and each Issuing Bank acknowledges and agrees that it has delivered, with the intent to be bound,
its executed counterparts of this Agreement to the Administrative Agent, c/o Alston & Bird LLP, 90 Park Avenue, New York, NY
10016. The Borrower acknowledges and agrees that it has delivered, with the intent to be bound, its executed counterparts of this
Agreement and each other Loan Document, together with all other documents, instruments, opinions, certificates and other items
required under Section 3.1, to the Administrative Agent, c/o Alston & Bird LLP, 90 Park Avenue, New York, NY 10016.
All parties agree that the closing of the transactions contemplated by this Agreement has occurred in New York.


 


Section 10.17         Independence
of Covenants. All covenants hereunder shall be given independent effect so that if a particular action or condition is
not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the
limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or
condition exists.


 


Section 10.18         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 hereto acknowledges that any liability
of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to
the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to
be bound by:


 


(a)          the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any party hereto that is an EEA Financial Institution; and


 


(b)          the
effects of any Bail-in Action on any such liability, including, if applicable (i) a reduction in full or in part or cancellation
of any such liability, (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership
in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred
on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any
such liability under this Agreement or any other Loan Document or (iii) the variation of the terms of such liability in connection
with the exercise of the write-down and conversion powers of any EEA Resolution Authority.


 


Section 10.19         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:


 






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


 


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


 


(iii)        (A)
such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI
of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into,
participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies
the requirements of sub-sections (b) through (g) of Part I of PTE 8414 and (D) to the best knowledge of such Lender, the requirements
of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or


 


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


 


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


 


Section 10.20         Acknowledgement
Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise,
for Hedging Obligations or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”
and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution
power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall
Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution
Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding
that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or
of the United States or any other state of the United States):


 






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


 


(b)          As
used in this Section 10.20, the following terms have the following meanings:


 


“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.


 


“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).


 


“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.


 


“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).


 


[Remainder of page intentionally blank;
signature pages follow.]


 






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


 


	 	APOLLO MEDICAL HOLDINGS, INC.
	 	 	 
	 	By: 	/s/ Mitchell Kitayama
	 	 	Name: Mitchell Kitayama
	 	 	Title:
    Independent Committee Director
	 	 	 
	 	By:	/s/ Eric Chin
	 	 	Name: Eric Chin 
	 	 	Title: Chief Financial Officer 
	 	 	 
	 	SUNTRUST BANK
	 	as the Administrative Agent, as an Issuing Bank, as

the Swingline Lender and as a Lender
	 	 	 
	 	By:	/s/ Ben Cumming
	 	 	Name: Ben Cumming
	 	 	Title: Managing Director


 


APOLLO MEDICAL HOLDINGS, INC.


CREDIT AGREEMENT


SIGNATURE PAGE


 






     


     


    




  





	 	JPMorgan Chase Bank, N.A.
	 	as a Lender
	 	 	 
	 	By: 	/s/ Linda Secka
	 	 	Name:	Linda Secka
	 	 	Title:	Authorized Officer


  





APOLLO MEDICAL HOLDINGS, INC.


CREDIT AGREEMENT


SIGNATURE PAGE







 






     


     


    

 





	 	Preferred Bank
	 	as a Lender
	 	 	 
	 	By: 	/s/ Johnny Hsu
	 	 	Name:	Johnny Hsu
	 	 	Title:	Executive Vice President
	 	 	 	Deputy Chief Operating Officer


 





APOLLO MEDICAL HOLDINGS, INC.


CREDIT AGREEMENT


SIGNATURE PAGE







 






     


     


    

 





	 	MUFG Union Bank, N.A.
	 	as a Lender
	 	 	 
	 	By: 	/s/ LaRonda J. Fisher-Rogers
	 	 	Name:	LaRonda J. Fisher-Rogers
	 	 	Title:	Director


 





APOLLO MEDICAL HOLDINGS, INC.


CREDIT AGREEMENT


SIGNATURE PAGE







 






     


     


    

 





	 	ROYAL BANK OF CANADA,
	 	as a Lender
	 	 	 
	 	By: 	/s/ Steven T. Bachman
	 	 	Name:	Steven T. Bachman
	 	 	Title:	Authorized Signatory


 





APOLLO MEDICAL HOLDINGS, INC.


CREDIT AGREEMENT


SIGNATURE PAGE







 






     


     


    

 





	 	Fifth Third Bank,
	 	as a Lender
	 	 	 
	 	By: 	/s/ Thomas Avery
	 	 	Name:	Thomas Avery
	 	 	Title:	Director


 





APOLLO MEDICAL HOLDINGS, INC.


CREDIT AGREEMENT


SIGNATURE PAGE







 






     


     


    

 





	 	City National Bank
	 	as a Lender
	 	 	 
	 	By: 	/s/ Breck Fleming
	 	 	Name:	 Breck Fleming
	 	 	Title:	Senior VP


 





APOLLO MEDICAL HOLDINGS, INC.


CREDIT AGREEMENT


SIGNATURE PAGE