Exhibit 10.22


 


EXECUTION VERSION


 


AMENDED AND RESTATED CREDIT
AGREEMENT


 


dated as of June 30, 2014


 


among


 


AEROCARE HOLDINGS, INC.,


as the Borrower


 


THE SUBSIDIARIES OF THE
BORROWER IDENTIFIED HEREIN,


as the Guarantors


 


THE LENDERS FROM TIME
TO TIME PARTY HERETO


 


and


 


SUNTRUST BANK,


as Administrative Agent,
Swingline Lender and Issuing Bank


 


BANKUNITED, N.A.,


as Syndication Agent


 


and


 


FIFTH THIRD BANK,


as Documentation Agent


 


SUNTRUST ROBINSON HUMPHREY,
INC.,


as Sole Lead Arranger
and Sole Bookrunner


 




    	 



    	 



    

 


 


TABLE OF CONTENTS


 


	 	 	Page
	ARTICLE I DEFINITIONS; CONSTRUCTION	1
	 	 	 
	Section 1.1.	Definitions.	1
	Section 1.2.	Classifications of Loans and Borrowings.	29
	Section 1.3.	Accounting Terms and Determination.	30
	Section 1.4.	Terms Generally.	30
	Section 1.5.	Letter of Credit Amounts.	31
	Section 1.6.	Times of Day.	31
	 	 
	ARTICLE II AMOUNT AND TERMS OF THE COMMITMENTS	31
	 	 	 
	Section 2.1.	General Description of Facilities.	31
	Section 2.2.	Revolving Loans.	31
	Section 2.3.	Procedure for Revolving Borrowings.	32
	Section 2.4.	Swingline Loans.	32
	Section 2.5.	Term Loan Commitments.	34
	Section 2.6.	Funding of Borrowings.	34
	Section 2.7.	Interest Elections.	35
	Section 2.8.	Optional Reduction and Termination of Commitments.	35
	Section 2.9.	Repayment of Loans.	36
	Section 2.10.	Evidence of Indebtedness.	37
	Section 2.11.	Optional Prepayments.	37
	Section 2.12.	Mandatory Prepayments.	38
	Section 2.13.	Interest on Loans.	39
	Section 2.14.	Fees.	40
	Section 2.15.	Computation of Interest and Fees.	41
	Section 2.16.	Inability to Determine Interest Rates.	41
	Section 2.17.	Illegality.	42
	Section 2.18.	Increased Costs.	42
	Section 2.19.	Funding Indemnity.	43
	Section 2.20.	Taxes.	44
	Section 2.21.	Payments Generally; Pro Rata Treatment; Sharing of Set-offs.	47
	Section 2.22.	Letters of Credit.	49
	Section 2.23.	Increase in Commitments.	52
	Section 2.24.	Mitigation of Obligations.	55
	Section 2.25.	Replacement of Lenders.	56
	Section 2.26.	Reallocation and Cash Collateralization of Defaulting Lender Commitment.	56
	 	 
	ARTICLE III CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT	57
	 	 	 
	Section 3.1.	Conditions To Effectiveness.	57
	Section 3.2.	Each Credit Event.	60
	Section 3.3.	Delivery
of Documents.	61
	 	 
	ARTICLE IV REPRESENTATIONS AND WARRANTIES	61
	 	 	 
	Section 4.1.	Existence; Power.	61
	Section 4.2.	Organizational Power; Authorization; Enforceability.	61
	Section 4.3.	Approvals; Consents; No Conflicts.	61
	Section 4.4.	Financial Statements.	61
	Section 4.5.	Litigation and Environmental Matters.	62
	Section 4.6.	Compliance with Laws and Agreements.	62
	Section 4.7.	No Default.	63


 




    	 



    	 



    

 


	Section 4.8.	Investment Company Act, Etc.	63
	Section 4.9.	Taxes.	63
	Section 4.10.	Margin Regulations.	63
	Section 4.11.	ERISA.	63
	Section 4.12.	Ownership of Property.	63
	Section 4.13.	Intellectual Property; Licenses, Etc.	64
	Section 4.14.	Disclosure.	64
	Section 4.15.	Labor Relations.	65
	Section 4.16.	Ownership; Subsidiaries.	65
	Section 4.17.	Solvency.	65
	Section 4.18.	Business Locations; Taxpayer Identification Number.	65
	Section 4.19.	OFAC.	65
	Section 4.20.	Patriot Act.	65
	Section 4.21.	Anti-Money Laundering Laws.	66
	Section 4.22.	Perfection of Security Interests in the Collateral.	66
	Section 4.23.	Use of Proceeds.	66
	Section 4.24.	Nature of Business.	66
	Section 4.25.	No Other Broker’s Fees.	66
	Section 4.26.	Holding Company Status.	66
	Section 4.27.	Reimbursement from Medical Reimbursement Programs.	66
	Section 4.28.	Licensing and Accreditation.	67
	 	 
	ARTICLE V AFFIRMATIVE COVENANTS	67
	 	 	 
	Section 5.1.	Financial Statements and Other Information.	67
	Section 5.2.	Notices of Material Events.	68
	Section 5.3.	Existence; Conduct of Business.	69
	Section 5.4.	Compliance with Laws, Etc.	69
	Section 5.5.	Payment of Obligations.	70
	Section 5.6.	Books and Records.	70
	Section 5.7.	Visitation, Inspection, Etc.	70
	Section 5.8.	Maintenance of Properties; Insurance.	70
	Section 5.9.	Use of Proceeds and Letters of Credit.	71
	Section 5.10.	Additional Subsidiaries.	71
	Section 5.11.	Further Assurances.	71
	Section 5.12.	Depository Account.	72
	Section 5.13.	Patriot Act.	73
	Section 5.14.	Compliance Program.	73
	 	 	 
	ARTICLE VI FINANCIAL COVENANTS	73
	 	 	 
	Section 6.1.	Consolidated Leverage Ratio.	73
	Section 6.2.	Consolidated Fixed Charge Coverage Ratio.	73
	 	 
	ARTICLE VII NEGATIVE COVENANTS	73
	 	 	 
	Section 7.1.	Indebtedness.	73
	Section 7.2.	Negative Pledge.	74
	Section 7.3.	Fundamental Changes; Asset Sales.	75
	Section 7.4.	Investments, Loans, Etc.	75
	Section 7.5.	Restricted Payments.	76
	Section 7.6.	Transactions with Affiliates.	76
	Section 7.7.	Restrictive Agreements.	76
	Section 7.8.	Sale and Leaseback Transactions.	76
	Section 7.9.	Hedging Transactions.	76


 




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	Section 7.10.	Legal Name, State of Formation and Form of Entity.	77
	Section 7.11.	Amendment to Material Documents.	77
	Section 7.12.	Accounting Changes.	77
	Section 7.13.	Government Regulation.	77
	Section 7.14.	Ownership of Subsidiaries.	77
	Section 7.15.	Nature of Business.	77
	Section 7.16.	Use of Proceeds.	77
	Section 7.17.	Management Fees.	77
	Section 7.18.	Consolidated Capital Expenditures.	77
	 	 
	ARTICLE VIII EVENTS OF DEFAULT	78
	 	 	 
	Section 8.1.	Events of Default.	78
	Section 8.2.	Application of Funds.	80
	 	 
	ARTICLE IX THE ADMINISTRATIVE AGENT	82
	 	 	 
	Section 9.1.	Appointment of Administrative Agent.	82
	Section 9.2.	Nature of Duties of Administrative Agent.	82
	Section 9.3.	Lack of Reliance on the Administrative Agent.	83
	Section 9.4.	Certain Rights of the Administrative Agent.	83
	Section 9.5.	Reliance by Administrative Agent.	83
	Section 9.6.	The Administrative Agent in its Individual Capacity.	84
	Section 9.7.	Successor Administrative Agent.	84
	Section 9.8.	Withholding Tax.	85
	Section 9.9.	Benefits of Article IX.	85
	Section 9.10.	Administrative Agent May File Proofs of Claim.	85
	Section 9.11.	Titled
    Agents.	86
	Section 9.12.	Authorization to Execute other Loan Documents.	86
	Section 9.13.	Collateral and Guaranty Matters.	86
	Section 9.14.	Hedging Obligations and Bank Product Obligations.	87
	Section 9.15.	Right to Realize on Collateral and Enforce Guarantee.	87
	 	 
	ARTICLE X THE GUARANTY	87
	 	 	 
	Section 10.1.	The Guaranty.	87
	Section 10.2.	Obligations Unconditional.	88
	Section 10.3.	Reinstatement.	88
	Section 10.4.	Certain Additional Waivers.	89
	Section 10.5.	Remedies.	89
	Section 10.6.	Rights of Contribution.	89
	Section 10.7.	Guarantee of Payment; Continuing Guarantee.	89
	Section 10.8.	Keepwell.	89
	 	 
	ARTICLE XI MISCELLANEOUS	90
	 	 	 
	Section 11.1.	Notices.	80
	Section 11.2.	Waiver; Amendments.	92
	Section 11.3.	Expenses; Indemnification.	94
	Section 11.4.	Successors and Assigns.	95
	Section 11.5.	Governing Law; Jurisdiction; Consent to Service of Process.	98
	Section 11.6.	WAIVER OF JURY TRIAL.	99
	Section 11.7.	Right of Setoff.	99
	Section 11.8.	Counterparts; Integration.	99
	Section 11.9.	Survival.	100
	Section 11.10.	Severability.	100


 




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	Section 11.11.	Confidentiality.	100
	Section 11.12.	Interest Rate Limitation.	101
	Section 11.13.	Waiver of Effect of Corporate Seal.	101
	Section 11.14.	Patriot Act.	101
	Section 11.15.	No Advisory or Fiduciary Responsibility.	101
	Section 11.16.	Electronic Execution of Assignments and Certain Other Documents.	102
	Section 11.17.	Amendment and Restatement.	102


 




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	Schedules	 	 
	 	 	 
	Schedule I	-	Commitment Amounts
	Schedule 4.13	-	IP Rights
	Schedule 4.16	-	Subsidiaries
	Schedule 4.18-1	-	Locations of Real Property
	Schedule 4.18-2	-	Locations of Chief Executive Office, Taxpayer Identification
	 	 	Number, Etc.
	Schedule 4.18-3	-	Locations of Assets
	Schedule 4.18-4	-	Changes in Legal Name, State of Formation and Structure
	Schedule 7.1	-	Outstanding Indebtedness
	Schedule 7.2	-	Existing Liens
	Schedule 7.4	-	Existing Investments
	 	 	 
	Exhibits	 	 
	 	 	 
	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
	Exhibit 2.10	-	Form of Note
	Exhibits 2.20 (1-4)	-	Forms of U.S. Tax Compliance Certificates
	Exhibit 2.23	 	Form of Incremental Term Loan Lender Joinder Agreement
	Exhibit 5.1	-	Form of Compliance Certificate
	Exhibit 5.10	-	Form of Guarantor Joinder Agreement
	Exhibit 11.4	-	Form of Assignment and Acceptance


 




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AMENDED AND RESTATED
CREDIT AGREEMENT


 


THIS AMENDED AND RESTATED
CREDIT AGREEMENT (this “Agreement”) is made and entered into as of June 30, 2014, by and among AEROCARE HOLDINGS,
INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein),
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 and the Guarantors are party to that certain Credit Agreement dated as of November 30, 2012 (as amended and
modified, the “Original Credit Agreement”), among the Borrower, the Guarantors, the Lenders from time to
time party thereto, and SunTrust Bank, as Administrative Agent, Swingline Lender and Issuing Bank, pursuant to which the
Lenders from time to time party thereto provided $60,000,000 in senior secured credit facilities in favor of the Borrower,
comprised of (a) a $10,000,000 working capital revolving credit facility (including a letter of credit subfacility and a
swingline subfacility), (b) a $25,000,000 acquisition revolving credit facility (subject to amortization as provided
therein), and (c) a term loan in an initial aggregate principal amount of $25,000,000; and


 


WHEREAS, the
Borrower has requested that the Lenders establish $110,000,000 in senior secured credit facilities in favor of the Borrower,
to be comprised of (a) a $10,000,000 senior secured working capital revolving credit facility (including a letter of credit
subfacility and a swingline subfacility), (b) a $30,000,000 senior secured acquisition revolving credit facility (subject to
amortization as provided herein), and (c) a senior secured term loan in an initial aggregate principal amount of $70,000,000,
with the ability (subject to the terms and conditions set forth herein) to incur up to $30,000,000 of additional revolving
commitments and/or term loan indebtedness;


 


WHEREAS, the Lenders
have agreed to amend and restate the Original Credit Agreement on the terms and conditions set forth herein;


 


Now, therefore, in
consideration of the premises and the mutual covenants herein contained, the Borrower, the Loan Parties, 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 pursuant to which such Person shall
become a Subsidiary 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) that constitute all or a substantial portion of the assets
of such Person or a division or business unit of such Person.


 


“Acquisition
Availability Period” shall mean the period from the Effective Date to but excluding the Acquisition Revolving
Commitment Termination Date.


 




    	 



    	 



    

 


“Acquisition
Revolving Commitment” shall mean, with respect to each Lender, the commitment of such Lender to make Acquisition Revolving
Loans to the Borrower in an aggregate principal amount not exceeding the amount set forth with respect to such Lender on Schedule
I, or in the case of a Person becoming a Lender after the Effective Date, the amount of the assigned “Acquisition 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 terms hereof.


 


“Acquisition
Revolving Commitment Termination Date” shall mean the earlier of (a) June 30, 2016 and (b) the date on which the Acquisition
Revolving Commitments are terminated pursuant to Section 2.8 or 8.1.


 


“Acquisition
Revolving Credit Exposure” shall mean, as to any Lender at any time, the aggregate principal amount at such time of its
outstanding Acquisition Revolving Loans.


 


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


 


“Adjusted
LIBOR” shall mean, with respect to each Interest Period for a Eurodollar Loan, (a) 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, divided by (b) 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) 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 (a) above
is not available at any such time for any reason, then the rate referred to in clause (a) 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 U. S. 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.


 


“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.


 


“Affiliate”
shall mean, as to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled
by, or is under common Control with, such Person. For the purposes of this definition, “Control” shall mean the power,
directly or indirectly, either to (a) vote 5% or more of the securities having ordinary voting power for the election of directors
(or persons performing similar functions) of a Person or (b) 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”, “Controlled
by”, and “under common Control with” have the meanings correlative thereto.


 




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“Aggregate
Acquisition Revolving Commitments” shall mean the Acquisition Revolving Commitments of all the Lenders at any time outstanding.
On the Effective Date, the aggregate amount of the Aggregate Acquisition Revolving Commitments is Thirty Million Dollars ($30,000,000).


 


“Aggregate
Revolving Commitments” shall mean the Aggregate Acquisition Revolving Commitments and the Aggregate Working Capital Revolving
Commitments. On the Effective Date, the aggregate amount of the Aggregate Revolving Commitments is Forty Million Dollars ($40,000,000).


 


“Aggregate
Working Capital Revolving Commitments” shall mean the Working Capital Revolving Commitments of all the Lenders at any
time outstanding. On the Effective Date, the aggregate amount of the Aggregate Working Capital Revolving Commitments is Ten Million
Dollars ($10,000,000).


 


“Agreement”
shall mean this Credit Agreement.


 


“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 an 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, (a) with respect to any Incremental Term Loan, the percentage(s) per annum set forth
in the applicable Incremental Term Loan Lender Joinder Agreement, and (b) with respect to Revolving Loans, the Term Loan, Swingline
Loans, Letters of Credit and the Commitment Fee, the percentage per annum determined by reference to the applicable Consolidated
Leverage Ratio in effect on such date as set forth in the table below; provided, that a change in the Applicable Margin
resulting from a change in the Consolidated 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(d); 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 Level 4 as set forth in the table
below until the second Business Day after which 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 Effective
Date until the second Business Day after which the financial statements and Compliance Certificate for the Fiscal Quarter ending
June 30, 2014 are required to be delivered shall be at Level 4 as set forth in the table below. 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 in the table below (the “Accurate Applicable Margin”)
for any period that such financial statement or Compliance Certificate covered, then (a) the Borrower shall immediately deliver
to the Administrative Agent a correct financial statement or Compliance Certificate, as the case may be, for such period, (b) the
Applicable Margin shall be adjusted such that after giving effect to the corrected financial statements 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
in the table below for such period and (c) 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(d) or
Article VIII.


 




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	 	 	 	 	 	Eurodollar	 	 	 	 	 	 	 
	 	 	 	 	 	Loans, LIBOR	 	 	 	 	 	 	 
	 	 	 	 	 	Index Rate	 	 	 	 	 	 	 
	 	 	 	 	 	Loans and Letter	 	 	Base Rate	 	 	Commitment	 
	Level	 	 	Consolidated Leverage Ratio	 	of Credit Fee	 	 	Loans	 	 	Fee	 
	 	1	 	 	<0.75:1.0	 	 	2.00	%	 	 	1.00	%	 	 	0.20	%
	 	2	 	 	≥0.75:1.0 and <1.50:1.0	 	 	2.50	%	 	 	1.50	%	 	 	0.30	%
	 	3	 	 	≥1.50:1.0 and <2.25:1.0	 	 	3.00	%	 	 	2.00	%	 	 	0.40	%
	 	4	 	 	≥2.25:1.0	 	 	3.50	%	 	 	2.50	%	 	 	0.50	%


  


“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.


 


“Arranger”
shall mean SunTrust Robinson Humphrey, Inc., in its capacity as sole lead arranger and sole bookrunner.


 


“Asset Sale”
shall mean the sale, transfer, license, lease or other disposition of any property by the Borrower or any Subsidiary, including
any sale and leaseback transaction and any sale, assignment, transfer or other disposal, with or without recourse, of any notes
or accounts receivable or any rights and claims associated therewith, but excluding (a) the sale of inventory in the ordinary course
of business; (b) the sale or disposition for fair market value of obsolete or worn out property or other property not necessary
for operations of the Borrower and its Subsidiaries disposed of in the ordinary course of business; (c) the disposition of property
(including the cancellation of Indebtedness permitted by Section 7.4(d)) to the Borrower or any Subsidiary; provided,
that if the transferor of such property is a Loan Party then the transferee thereof must be a Loan Party; (d) the disposition of
accounts receivable in connection with the collection or compromise thereof; (e) licenses, sublicenses, leases or subleases granted
to others in the ordinary course of business or not interfering in any material respect with the business of the Borrower or any
Subsidiary; (f) the sale or disposition of Cash Equivalents for fair market value in the ordinary course of business and (g) the
disposition of shares of Capital Stock of any Subsidiary in order to qualify members of the governing body of such Subsidiary if
required by applicable Law.


 


“Assignment
and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an assignee (with the consent of
any party whose consent is required by Section 11.4(b)) and accepted by the Administrative Agent, in the form of Exhibit
11.4 attached hereto or any other form approved by the Administrative Agent.


 


“Audited Financial
Statements” shall mean the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year
ended December 31, 2013, and the related consolidated statements of income or operations, shareholders’ equity and cash flows
of the Borrower and its Subsidiaries for such fiscal year, including the notes thereto.


 


“Auto Borrow
Agreement” has the meaning set forth in Section 2.4(f).


 


“Bank Product
Amount” shall have the meaning set forth in the definition of “Bank Product Provider”.


 


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


 




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“Bank Product
Provider” shall mean any Person that (a) (i) at the time it provides any Bank Products to any Loan Party, is a Lender
or an Affiliate of a Lender or (ii) has provided any Bank Products to any Loan Party that exist on the Effective Date, and such
Person is a Lender or an Affiliate of a Lender on the Effective Date and (b) 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
11.4 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. The Bank Product Amount may not be increased, and no new agreements for Bank Products may be established
at any time that a Default or Event of Default exists.


 


“Bank Products”
shall mean 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 card (including purchasing
card and commercial card), prepaid cards, including payroll, stored value and gift cards, merchant services processing, and debit
card services.


 


“Base Rate”
shall mean the highest of (a) the rate which the Administrative Agent announces from time to time as its prime lending rate, as
in effect from time to time, (b) the Federal Funds rate, as in effect from time to time, plus one-half of one percent (1⁄2%)
per annum and (c) One Month LIBOR Index Rate plus one percent (1.00%) per annum (any changes in such rates to be effective as of
the date of any change in such rate). 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.


 


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


 


“Borrowing”
shall mean a borrowing consisting of (a) Loans of the same Class and Type, made, converted or continued on the same date and in
the case of Eurodollar Loans, as to which a single Interest Period is in effect, or (b) a Swingline Loan.


 


“Business
Day” shall mean any day other than (a) a Saturday, Sunday or other day on which commercial banks in Atlanta, Georgia
are authorized or required by Law to close and (b) 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 LIBOR Index Rate Loan or a notice with
respect to any of the foregoing, any day on which banks are not open for dealings in dollar deposits in the London interbank market.


 




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“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, and the amount of such obligations shall
be the capitalized amount thereof.


 


“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 SEC under the Securities Exchange Act of 1934).


 


“Cash Collateralize”
shall mean, in respect of any obligations, to provide and pledge (as a first priority perfected security interest) cash collateral
for such obligations in Dollars, to the Administrative Agent pursuant to documentation in form and substance, reasonably satisfactory
to the Administrative Agent (and “Cash Collateralization” and “Cash Collateral” have a corresponding
meaning).


 


“Cash Equivalents”
shall mean:


 


(a)        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;


 


(b)        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;


 


(c)        certificates
of deposit, bankers’ acceptances and time deposits maturing within one hundred eight (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;


 


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


 


(e)        
mutual funds investing solely in any one or more of the Cash Equivalents described in clauses (a) through (d) above.


 


“Change in
Control” shall mean an event or series of events by which (a) the Specified Shareholders collectively shall cease to
own and control, of record and beneficially, directly fifty-one percent (51%) of the outstanding Equity Interests of the Borrower;
or (b) Mr. Stephen P. Griggs individually (including his heirs, executors and personal representatives and trusts created by him
for members of his immediate family), shall cease to own and control, of record and beneficially, directly twenty percent (20%)
of the outstanding Equity Interests of the Borrower.


 


“Change in
Law” shall mean (a) the adoption of any applicable Law after the date of this Agreement, (b) any change in any applicable
Law after the date of this Agreement, or (c) compliance by any Lender (or its Applicable Lending Office) or the Issuing Bank (or
for purposes of Section 2.18(b), by the Parent Company of such Lender or the Issuing Bank, if applicable) with any request,
guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of
this Agreement. Notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection
Act, and all requests, rules, guidelines and directives promulgated thereunder, 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 regulatory authorities, in each case pursuant to Basel III, in each case, are deemed to have been
introduced or adopted after the date hereof, regardless of the date enacted or adopted.


 




    	6



    	 



    

 


“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, the Term Loan or any Incremental Term Loan and when used in reference to any Commitment, refers to whether
such Commitment is a Revolving Commitment, a Term Loan Commitment or an Incremental Term Loan Commitment.


 


“CMS”
shall mean the Centers for Medicare & Medicaid Services, the federal agency responsible for administering Medicare, Medicaid,
SCHIP (State Children’s Health Insurance Program) and other federal health-related programs.


 


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


 


“Collateral”
shall mean a collective reference to all real and personal property with respect to which Liens in favor of the Administrative
Agent, for the benefit of itself and the holders of the Obligations, are purported to be granted pursuant to and in accordance
with the terms of the Collateral Documents.


 


“Collateral
Documents” shall mean a collective reference to the Pledge and Security Agreement and any other security documents executed
and delivered by any Loan Party pursuant to Section 5.11.


 


“Commitment”
shall mean, as to each Lender, the Revolving Commitment of such Lender, the Term Loan Commitment of such Lender and/or the Incremental
Term Loan Commitment of such Lender.


 


“Commitment
Fee” shall have the meaning set forth in Section 2.14(b).


 


“Commodity
Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended 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.


 


“Connection
Income Taxes” shall mean Other Connection Taxes that are imposed on or measured by net income (however denominated) or
that are franchise Taxes or branch profits Taxes.


 


“Consolidated
Capital Expenditures” shall mean for any period, without duplication, (a) all capital expenditures, as determined in
accordance with GAAP, 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, other than any expenditures made with the proceeds of any Recovery Event to the extent such
expenditures are used to purchase property that is the same as or similar to the property subject to such Recovery Event and (b)
Capital Lease Obligations incurred by the Borrower and its Subsidiaries during such period.


 




    	7



    	 



    

 


“Consolidated
Cash Taxes” shall mean, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the aggregate
of all taxes, as determined in accordance with GAAP, to the extent the same are paid in cash during such period.


 


“Consolidated
EBITDA” shall mean, for the Borrower and its Subsidiaries for any period, determined on a consolidated basis, an amount
equal to the sum of (a) Consolidated Net Income for such period plus (b) to the extent deducted in determining Consolidated
Net Income for such period, without duplication, (i) Consolidated Interest Expense for such period, (ii) income tax expense for
such period, (iii) depreciation and amortization for such period, (iv) all fees, costs and expenses of incurred through the Effective
Date by the Loan Parties and their Subsidiaries in connection with the financing provided under this Agreement and (v) Acquisition
costs related to Permitted Acquisitions paid in cash during such period in an aggregate amount during such period not to exceed
five percent (5%) of the aggregate cash and non-cash consideration of such Permitted Acquisitions plus (c) Target EBITDA
plus (d) non-cash stock based employee compensation expenses for such period.


 


“Consolidated
Excess Cash Flow” shall mean for the Borrower and its Subsidiaries for any period, determined on a consolidated basis,
an amount equal to the sum of (a) Consolidated EBITDA for such period minus (b) Consolidated Capital Expenditures made during
such period (other than Consolidated Capital Expenditures financed with Indebtedness (other than Loans)) minus (c) Consolidated
Interest Expense paid in cash during such period minus (d) cash taxes paid during such period minus (e) scheduled
principal payments made on Consolidated Total Debt during such period minus (f) Acquisition costs related to Permitted Acquisitions
paid in cash during such period to the extent such costs have been added back to Consolidated EBITDA pursuant to clause (b)(v)
of the definition thereof for such period minus (g) Target EBITDA for such period.


 


“Consolidated
Fixed Charge Coverage Ratio” shall mean, as of any date, the ratio of (a) Consolidated EBITDA minus Consolidated
Maintenance Capital Expenditures minus Consolidated Cash Taxes to (b) Consolidated Fixed Charges, in each case measured
on a consolidated basis as of the last day of the most recently ended four consecutive Fiscal Quarters for which financial statements
are required to have been delivered pursuant to Sections 5.1(a) or (b).


 


“Consolidated
Fixed Charges” shall mean, for the Borrower and its Subsidiaries for any period, the sum, without duplication, of (a)
Consolidated Interest Expense paid in cash for such period, (b) scheduled principal payments made on Consolidated Total Debt (excluding
Capital Lease Obligations) during such period, and (c) Restricted Payments (other than Restricted Payments permitted pursuant to
Section 7.5(a)) paid during such period.


 


“Consolidated
Interest Expense” shall mean, for the Borrower and its Subsidiaries for any period determined on a consolidated basis,
the sum of (a) 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 (b)
the net amount payable (or minus the net amount receivable) with respect to Hedging Transactions during such period (whether
or not actually paid or received during such period).


 


“Consolidated
Leverage Ratio” shall mean, as of any date, the ratio of (a) Consolidated Total Debt as of such date to (b) Consolidated
EBITDA, in each case measured as of the last day of the most recently ended four consecutive Fiscal Quarters for which financial
statements are required to have been delivered pursuant to Sections 5.1(a) or (b).


 




    	8



    	 



    

 


“Consolidated
Maintenance Capital Expenditures” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis,
Consolidated Capital Expenditures during such period for the maintenance of their capital assets, as determined in accordance with
GAAP, other than any expenditures made with proceeds of any Recovery Event to the extent such expenditures are used to purchase
property that is the same as or similar to the property subject to such Recovery Event.


 


“Consolidated
Net Income” shall mean, for the Borrower and its Subsidiaries for any period determined on a consolidated basis, the
net income (or loss) of the Borrower and its Subsidiaries for such period but excluding therefrom (to the extent otherwise included
therein) (a) any extraordinary gains or losses, (b) any gains attributable to write-ups of assets, (c) any equity interest of the
Borrower or any Subsidiary of the Borrower in the unremitted earnings of any Person that is not a Subsidiary and (d) 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 on the date that such Person’s assets are acquired by the Borrower or any Subsidiary.


 


“Consolidated
Total Debt” shall mean, as of any date, 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 clause (k) of the definition thereto.


 


“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.


 


“Debtor
Relief Laws” shall mean 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(d).


 


“Defaulting
Lender” shall mean, at any time, any Lender as to which the Administrative Agent has notified the Borrower that (a) such
Lender has failed for three (3) or more Business Days to comply with its obligations under this Agreement to make a Loan and/or
to make a payment to the Issuing Bank in respect of a Letter of Credit or to the Swingline Lender in respect of a Swingline Loan
(each a “funding obligation”), (b) such Lender has notified the Administrative Agent or the Borrower,
or has stated publicly, that it will not comply with any such funding obligation hereunder, or has defaulted on, its obligation
to fund generally under any other loan agreement, credit agreement or other financing agreement, (c) such Lender has, for three
(3) or more Business Days, failed to confirm in writing to the Administrative Agent, in response to a written request of the Administrative
Agent, that it will comply with its funding obligations hereunder, or (d) a Lender Insolvency Event has occurred and is continuing
with respect to such Lender. The Administrative Agent will promptly send to all parties hereto a copy of any notice to the Borrower
provided for in this definition.


 


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


 


“Domestic
Subsidiary” shall mean any Subsidiary that is organized under the laws of any political subdivision of the United States.


 




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“Effective
Date” shall mean the date hereof.


 


“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 holders of the Obligations, in each case in form and substance
satisfactory to the Administrative Agent.


 


“Environmental
Laws” shall mean all 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.


 


“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 Subsidiary directly or indirectly resulting from or based upon (a) any actual or alleged violation of any Environmental
Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) any actual
or alleged exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or (e) any contract,
agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.


 


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


 


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


 


“ERISA
Event” shall mean (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued
thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the failure of any Plan
to meet the minimum funding standard applicable to the Plan for a plan year under Section 412 of the Code or Section 302 of ERISA,
whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a
waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates
of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA
Affiliate from the PBGC or a plan administrator appointed by the PBGC of any notice relating to an intention to terminate any Plan
or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any
liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower
or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate 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.


 


“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 LIBOR.


 


“Event
of Default” shall have the meaning provided in Article VIII.


 




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“Excluded
Property” shall mean, with respect to any Loan Party, (a) any leased real property, (b) any owned real property
which is located outside of the United States, unless requested by the Required Lenders, (c) unless requested by the Required
Lenders, any IP Rights for which a perfected Lien thereon is not effected either by filing of a Uniform Commercial Code
financing statement or by appropriate evidence of such Lien being filed in either the United States Copyright Office or the
United States Patent and Trademark Office, (d) unless requested by the Required Lenders, any personal property (other than
personal property described in clause (c) above) for which the attachment or perfection of a Lien thereon is not governed by
the Uniform Commercial Code, (e) the Capital Stock of any Foreign Subsidiary to the extent not required to be pledged to
secure the Obligations pursuant to Section 5.11(a) and (f) any property which, subject to the terms of Section
7.7, is subject to a Lien of the type described in Section 7.2(d) pursuant to documents which prohibit such Loan
Party from granting any other Liens in such property.


 


“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 Guaranty 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 and the regulations
thereunder at the time the Guaranty of such Guarantor, or the grant by such Guarantor of a security interest, becomes effective
with respect to such Swap Obligation; provided that, for the avoidance of doubt, in determining whether any Guarantor is
an “eligible contract participant” under the Commodity Exchange Act, the keepwell agreement set forth in Section
10.8 shall be taken into account. If a Swap Obligation arises under a Master Agreement governing more than one Hedging Transaction,
such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Hedging Transactions for which such
Guaranty or security interest is or becomes excluded in accordance with the first sentence of this definition.


 


“Excluded
Taxes” shall mean any of the following Taxes imposed on 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 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(e)and (d) any U.S. federal withholding Taxes imposed under
FATCA.


 


“Exclusion
Event” shall mean any event or events resulting in the exclusion of any Borrower or any Subsidiary from participation
in any Medical Reimbursement Program.


 


“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.


 




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“Federal
Funds Rate” shall mean, for any day, the rate per annum (rounded upwards, if necessary, to the next 1/100th
of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with member banks of the
Federal Reserve System arranged by Federal funds brokers, 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 1/100th 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.


 


“Fee
Letter” shall mean that certain fee letter, dated as of April 15, 2014, executed by SunTrust Robinson Humphrey, Inc.
and SunTrust Bank and accepted by Borrower.


 


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


 


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


 


“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 any Subsidiary that is not a Domestic Subsidiary.


 


“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 of America, any other nation or any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including
any supra-national bodies such as the European Union or the European Central Bank).


 


“Government
Receivable” shall mean any Receivable that, consistent with the past accounting practices of the Borrower and its Subsidiaries,
is initially classified as a Medicare Receivable, Medicaid Receivable, Medicare Advantage Receivable or other government Receivable.


 


“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 (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to
advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities
or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain
working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable
the primary obligor to pay such Indebtedness or other obligation or (d) as an account party 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 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.


 




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“Guarantor
Joinder Agreement” shall mean a guarantor joinder agreement substantially in the form of Exhibit 5.10 executed
and delivered by a Subsidiary in accordance with the provisions of Section 5.10 or any other documents as the Administrative
Agent shall deem appropriate for such purpose.


 


“Guarantors”
shall mean, collectively, (a) each Subsidiary identified as a “Guarantor” on the signature pages hereto, (b) each Person
that joins as a Guarantor pursuant to Section 5.10 or otherwise, (c) with respect to (i) any Hedging Obligations between
any Loan Party (other than the Borrower) and any Lender-Related Hedge Provider that are permitted to be incurred pursuant to Section
7.9 and any Bank Products Obligations owing by any Loan Party (other than the Borrower), the Borrower and (ii) the payment
and performance by each Specified Loan Party of its obligations under its Guaranty with respect to all Swap Obligations, the Borrower,
and (d) the successors and permitted assigns of the foregoing.


 


“Guaranty”
shall mean the Guaranty made by the Guarantors in favor of the Administrative Agent, for the benefit of the holders of the Obligations,
pursuant to Article X.


 


“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.


 


“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 (a) any and all Hedging Transactions, (b) any and all cancellations,
buy backs, reversals, terminations or assignments of any Hedging Transactions and (c) any and all renewals, extensions and modifications
of any Hedging Transactions and any and all substitutions for any Hedging Transactions.


 


“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”
shall mean the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191 and the Privacy provisions (Subtitle
D) of the Health Information Technology for Economic Clinical Health Act, Division A, Title XIII of Pub. L. 111-5, and its implementing
regulations (the “HITECH Act”) and any and all regulations and rules promulgated from time to time thereunder.


 


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


 




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


 


“Incremental
Term Loan Commitment” shall mean, as to each Incremental Term Loan Lender, the commitment of such Incremental Term Loan
Lender to make an Incremental Term Loan hereunder pursuant to an Incremental Term Loan Lender Joinder Agreement; provided
that, at any time after the funding of an Incremental Term Loan, determination of “Required Lenders” shall include
the Outstanding Amount of such Incremental Term Loan.


 


“Incremental
Term Loan Lender” shall mean each of the Persons identified as an “Incremental Term Loan Lender” in an Incremental
Term Loan Lender Joinder Agreement, together with their respective successors and assigns.


 


“Incremental
Term Loan Lender Joinder Agreement” shall mean a joinder agreement, substantially in the form of Exhibit 2.23,
executed and delivered in accordance with the provisions of Section 2.23.


 


“Incremental
Term Loan Maturity Date” shall be as set forth in an Incremental Term Loan Lender Joinder Agreement.


 


“Indebtedness”
of any Person shall mean, without duplication (a) all obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person in respect of the
deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business; provided,
that for purposes of Section 8.1(g), trade payables overdue by more than one hundred twenty (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),
including without limitation earn-out obligations and holdback amounts that, in accordance with GAAP, constitute liabilities on
the balance sheet of such Person (with the amount of earn-out obligations and holdback amounts determined in accordance with GAAP),
(d) all obligations of such Person under any conditional sale or other title retention agreement(s) relating to property acquired
by such Person, (e) all Capital Lease Obligations of such Person, (f) all obligations, contingent or otherwise, of such Person
in respect of letters of credit, acceptances or similar extensions of credit, (g) all obligations of such Person to purchase, redeem,
retire, defease or otherwise make any payment in respect of any Capital Stock in such Person or any other Person, valued, in the
case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued
and unpaid dividends, (h) Off-Balance Sheet Liabilities, (i) all Hedging Obligations, (j) all Guarantees of such Person of the
type of Indebtedness described in clauses (a) through (i) above and (k) 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. The Indebtedness of any Person
shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer,
except to the extent that the terms of such Indebtedness provide that such Person is not liable therefor.


 


“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.


 


“Information
Memorandum” shall mean the Confidential Information Memorandum dated May 2014 relating to the Borrower and the transactions
contemplated by this Agreement and the other Loan Documents.


 




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


 


(a)
          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;


 


(b)
          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 next preceding Business Day;


 


(c)
          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;


 


(d)
          each principal installment of the Term Loan and any Incremental
Term Loan shall have an Interest Period ending on each installment payment date and the remaining principal balance (if any)
of such Term Loan or such Incremental Term Loan, as applicable, shall have an Interest Period determined as set forth above;
and


 


(e)
          no Interest Period may extend beyond the Maturity Date applicable
to such Loan.


 


“Interest Rate Determination Date” shall mean the date of any Borrowing of LIBOR Index Rate
Loans and the first Business Day of each calendar month thereafter.


 


“Interim Financial
Statements” shall mean the unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal
quarter ending March 31, 2014, including balance sheets and statements of income or operations, shareholders’ equity and
cash flows.


 


“Investments”
shall mean, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) purchase
or other acquisition of any Capital Stock of another Person, (b) a loan, advance, other evidence of indebtedness or capital contribution
to, Guarantee or assumption of debt of, or purchase or other acquisition of any other indebtedness or equity participation or interest
in, another Person, or (c) an Acquisition. For purposes of covenant compliance, the amount of any Investment shall be the amount
actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.


 


“IP Rights”
shall have the meaning set forth in Section 4.13.


 


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


 


“Issuer Documents”
shall mean with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument
entered into by the Issuing Bank and any Borrower (or any Subsidiary) or in favor of the Issuing Bank and relating to such Letter
of Credit.


 


“Issuing Bank”
shall mean SunTrust Bank in its capacity as the issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit.


 




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“Laws”
or “Law” shall mean, collectively, all international, foreign, federal, state and local statutes, treaties,
rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation
or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof,
and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with,
any Governmental Authority, in each case whether or not having the force of law.


  


“LC Disbursement”
shall mean a payment made by the 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.


 


“LC Exposure”
shall mean, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time, plus
(b) the aggregate amount of all LC Disbursements that have not 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. For all purposes of this Agreement,
if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason
of the operation of Rule 3.14 of the International Standby Practices 1998, such Letter of Credit shall be deemed to be “outstanding”
in the amount so remaining available to be drawn.


 


“LC Sublimit”
shall mean Two Million Dollars ($2,000,000). The LC Sublimit is part of, and not in addition to, the Aggregate Working Capital
Revolving Commitments.


 


“Lender Insolvency
Event” shall mean that (a) a Lender or its Parent Company is insolvent, or is generally unable to pay its debts as they
become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit
of its creditors, (b) a Lender or its Parent Company is the subject of a bankruptcy, insolvency, reorganization, liquidation or
similar proceeding, or a receiver, trustee, conservator, custodian or the like has been appointed for such Lender or its Parent
Company, or such Lender or its Parent Company has taken any action in furtherance of or indicating its consent to or acquiescence
in any such proceeding or appointment, or (c) a Lender or its Parent Company has been adjudicated as, or determined by any Governmental
Authority having regulatory authority over such Person or its assets to be, insolvent; provided that, for the avoidance of doubt,
a Lender Insolvency Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any equity interest
in or control of a Lender or a Parent Company thereof by a Governmental Authority or an instrumentality thereof.


 


“Lender-Related
Hedge Provider” shall mean any Person that, (a) (i) at the time it enters into a Hedging Transaction with any Loan Party,
is a Lender or an Affiliate of a Lender or (ii) has entered into a Hedging Transaction with any Loan Party that exists on the Effective
Date, and such Person is a Lender or an Affiliate of a Lender on the Effective Date and (b) except when the Lender-Related Hedge
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 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 11.4 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. No new Hedging Transactions
may be established at any time that a Default or Event of Default exists.


 




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“Lenders”
shall mean each of the Persons identified as a “Lender” on the signature pages hereto and each Person that joins this
Agreement as a “Lender” or an “Incremental Term Loan Lender” pursuant to Section 2.23, and, as the
context requires, includes the Swingline Lender, together in each case with their respective successors and assigns.


 


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


 


“Letter of
Credit Application” shall mean an application and agreement for the issuance or amendment of a Letter of Credit in the
form from time to time in use by Issuing Bank.


 


“Letter of
Credit Fee” shall have the meaning set forth in Section 2.14(c).


 


“LIBOR Index
Rate Loan” 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 One Month LIBOR Index Rate.


 


“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, each Incremental Term Loan Joinder Agreement,
the Fee Letter, all Notices of Borrowing, all Notices of Conversion/Continuation, all Compliance Certificates, all Issuer Documents,
all UCC Financing Statements, all stock powers and similar instruments of transfer, 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, collectively, the Borrower and each Guarantor.


 


“Loans”
shall mean all Revolving Loans, Swingline Loans, the Term Loan and any Incremental Term Loan in the aggregate or any of them,
as the context shall require.


 


“Master Agreement”
shall have the meaning set forth in the definition of “Hedging Transaction.”


 


“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, (a) the business, results of operations, financial condition,
assets or liabilities of the Borrower and its Subsidiaries taken as a whole, (b) the ability of the Loan Parties to perform any
of their respective obligations under the Loan Documents, (c) the rights and remedies of the Administrative Agent, the Issuing
Bank, Swingline Lender, and the Lenders under any of the Loan Documents or (d) the legality, validity or enforceability of any
of the Loan Documents.


 


“Material
Indebtedness” shall mean any Indebtedness (other than the Loans and Letters of Credit) and Hedging Obligations of the
Borrower or any of its Subsidiaries, individually or in an aggregate committed or outstanding principal amount exceeding $2,000,000.
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.


 




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“Maturity
Date” shall mean, (a) with respect to Aggregate Revolving Commitments and the Term Loan, the earlier of (i) June 30,
2019 and (ii) the date on which the principal amount of any Loan has been declared or automatically have become due and payable
pursuant to Section 8.1 (whether by acceleration or otherwise) and (b) with respect to any Incremental Term Loan, the earlier
of the maturity date provided therefor in the Incremental Term Loan Joinder Agreement and (ii) the date on which the principal
amount of any Loan has been declared or automatically have become due and payable pursuant to Section 8.1 (whether by acceleration
or otherwise).


 


“Medicaid”
shall mean that means-tested entitlement program under Title XIX of the Social Security Act, which provides federal grants to states
for medical assistance based on specific eligibility criteria, as set forth at Section 1396, et seq. of Title 42 of the
United States Code, as the same may be amended, and any successor law in respect thereof.


 


“Medicaid
Supplier Agreement” shall mean an agreement entered into between a state agency or other such entity administering the
Medicaid program and a health care provider or supplier under which the health care provider or supplier agrees to provide items
and services for Medicaid patients in accordance with the terms of the agreement and Medicaid Regulations.


 


“Medicaid
Regulations” shall mean, collectively, (a) all federal statutes (whether set forth in Title XIX of the Social Security
Act or elsewhere) affecting the medical assistance program established by Title XIX of the Social Security Act and any statutes
succeeding thereto; (b) all applicable provisions of all federal rules, regulations, manuals and orders of all Governmental Authorities
promulgated pursuant to or in connection with the statutes described in clause (a) above and all federal administrative,
reimbursement and other guidelines of all Governmental Authorities having the force of law promulgated pursuant to or in connection
with the statutes described in clause (a) above; (c) all state statutes and plans for medical assistance enacted in connection
with the statutes and provisions described in clauses (a) and (b) above; and (d) all applicable provisions of all
rules, regulations, manuals and orders of all Governmental Authorities promulgated pursuant to or in connection with the statutes
described in clause (c) above and all state administrative, reimbursement and other guidelines of all Governmental Authorities
having the force of law promulgated pursuant to or in connection with the statutes described in clause (b) above, in each
case as may be amended, supplemented or otherwise modified from time to time.


 


“Medical Reimbursement
Programs” shall mean a collective reference to the Medicare, Medicaid and TRICARE programs, and any other health care
programs operated by or financed in whole or in part by any foreign or domestic federal, state or local government, and all private
insurance plans, managed care plans, health maintenance organizations, and all other non-government funded Third-Party Payor programs
in which the Borrower or any Subsidiary participates.


 


“Medicare”
shall mean that government-sponsored entitlement program under Title XVIII of the Social Security Act, which provides for a health
insurance system for eligible elderly and disabled individuals, as set forth at Section 1395, et seq. of Title 42 of the
United States Code, as the same may be amended, and any successor law in respect thereof.


 


“Medicare
Advantage Receivable” shall mean a receivable under that government-sponsored entitlement program under Title XVIII of
the Social Security Act, which provides for a health insurance system for eligible elderly and disabled individuals, that is managed
by a contracted managed health care entity pursuant to a contract between the CMS and such managed health care entity , as set
forth at Section 1395, et seq. of Title 42
of the United States Code, as the same may be amended, and any successor law in respect thereof


 




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“Medicare
Supplier Agreement” shall mean an agreement entered into between CMS, or other such entity administering the Medicare
program on behalf of CMS, and a health care provider or supplier under which the health care provider or supplier agrees to provide
items and services for Medicare patients in accordance with the terms of the agreement and Medicare Regulations.


 


“Medicare
Regulations” shall mean collectively, all federal statutes (whether set forth in Title XVIII of the Social Security Act
or elsewhere) affecting the health insurance program for the aged and disabled established by Title XVIII of the Social Security
Act and any statutes succeeding thereto; together with all applicable provisions of all rules, regulations, manuals and orders
and administrative, reimbursement and other guidelines having the force of law of all Governmental Authorities (including CMS,
the United States Department of Health and Human Services or any Person succeeding to the functions of any of the foregoing) promulgated
pursuant to or in connection with any of the foregoing having the force of law, as the same may be amended, supplemented or otherwise
modified from time to time.


 


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


 


“Mortgaged
Property” shall mean any real property that is owned by a Loan Party and is subject to a Mortgage.


 


“Mortgage”
shall mean each mortgage, deed of trust or deed to secure debt that purports to grant to the Administrative Agent, for the benefit
of the holders of the Obligations, a security interest in the fee interests and/or leasehold interests of any Loan Party in any
real property.


 


“Multiemployer Plan” shall mean
any employee benefit plan of the type described in Section 4001(a)(3) of ERISA to which the Borrower makes or is obligated to
make contributions or with respect to which Borrower has any liability (including on account of an ERISA Affiliate).


 


“Net Cash
Proceeds” shall mean the aggregate cash or Cash Equivalents proceeds received by the Borrower or any Subsidiary in respect
of any Asset Sale, Recovery Event or any issuance of Indebtedness or equity securities net of (a) direct costs incurred in connection
therewith (including legal, accounting and investment banking fees, and sales commissions), (b) taxes paid or payable as a result
thereof and (c) in the case of any Asset Sale or any Recovery Event, the amount necessary to retire any Indebtedness secured by
a Lien permitted by Section 7.2 (ranking senior to any Lien of the Administrative Agent) on the related property.


 


“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 the Hedging Transaction were to be terminated as of that date), and
“unrealized profits” means 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).


 


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


 


“Note”
shall have the meaning as set forth in Section 2.10(b).


 




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“Notices
of Borrowing” shall mean, collectively, the Notices of Revolving Borrowing and the Notices of Swingline Borrowing.


 


“Notice of
Conversion/Continuation” shall mean the notice given by the Borrower to the Administrative Agent in respect of the conversion
or continuation of an outstanding Borrowing as provided in Section 2.7(b).


 


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


 


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


 


“Obligations”
shall mean, collectively, (a) all amounts owing by the Loan Parties to the Administrative Agent, the Issuing Bank, any Lender
(including the Swingline Lender) or the Arranger pursuant to or in connection with this Agreement or any other Loan Document or
otherwise with respect to any 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), all
reimbursement obligations, fees, expenses, indemnification and reimbursement payments, costs and expenses (including all fees
and expenses of counsel to the Administrative Agent, the Issuing Bank 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 permitted by Section 7.9, and (c) all Bank Product Obligations, together with all renewals, extensions,
modifications or refinancings of any of the foregoing; provided, that “Obligations” of a Guarantor shall exclude
any Excluded Swap Obligations of such Guarantor.


 


“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 (a) any repurchase obligation or liability of such Person with respect to
accounts or notes receivable sold by such Person, (b) any liability of such Person under any sale and leaseback transactions that
do not create a liability on the balance sheet of such Person, (c) any Synthetic Lease Obligation or (d) 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.


 


“OIG”
shall mean the Office of the Inspector General of the United States Department of Health and Human Services and any successor thereof.


 


“One Month
LIBOR Index Rate” shall mean a rate per annum equal to the one-month LIBOR which appears on Reuters Screen LIBOR01 as
of 11:00 a.m., London time, two (2) Business Days prior to each Interest Rate Determination Date.


 


“Organization
Documents” shall mean, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws
(or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited
liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any
partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement
of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its
formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization
and, if applicable, any certificate or articles of formation or organization of such entity.


 




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“Original
Credit Agreement” shall mean as provided in the recitals hereof.


 


“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 Federal Reserve Board 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 11.4(d).


 


“Participant
Register” shall have the meaning set forth in Section 11.4(e).


 


“Patient”
shall mean, on any date, any natural person for whom any health care items or services have been provided or performed prior to
such date by the Borrower or any Subsidiary (other than any such person with respect to whom the applicable obligor on the Receivable
originated in connection therewith would not reasonably be expected to approve payment thereunder).


 


“Patriot Act”
shall mean the USA PATRIOT Improvement and Reauthorization Act of 2005 (Pub. L. 109-177 (signed into law March 9, 2006)), as amended
and in effect from time to time.


 


“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 other Lenders.


 


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


 


“Permitted
Acquisition” shall mean an Investment consisting of an Acquisition by the Borrower or any Subsidiary, provided
that (a) no Default or Event of Default shall have occurred and be continuing or would result from such Acquisition, (b) the assets
acquired (or the assets of the Person acquired) in such Acquisition is used or useful in the same or a similar line of business
as the Borrower and its Subsidiaries were engaged in on the Effective Date (or any reasonable extensions or expansions thereof),
(c) in the case of an Acquisition of the Capital Stock of another Person, the board of directors (or other comparable governing
body) of such other Person shall have duly approved such Acquisition, (d) the Borrower shall have delivered to the Administrative
Agent a Pro Forma Compliance Certificate attaching detailed financial covenant calculations,
in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders, for the period of the four
full Fiscal Quarters ending immediately prior to such Acquisition demonstrating that after giving effect to such Acquisition on
a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI and, furthermore,
that the Consolidated Leverage Ratio would be no greater than the ratio that is 0.25:1.0 (a “quarter turn”) less than
the maximum Consolidated Leverage Ratio then permitted under Section 6.1, (e) the representations and warranties made by
the Loan Parties in each Loan Document shall be true and correct in all material respects at and as if made as of the date of such
Acquisition (after giving effect thereto), (f) if such transaction involves the purchase of an interest in a partnership between
any Loan Party as a general partner and entities unaffiliated with the Borrower as the other partners, such transaction shall be
effected by having such equity interest acquired by a corporate holding company directly or indirectly wholly-owned by such Loan
Party newly formed for the sole purpose of effecting such transaction, and (g) the aggregate cash and non-cash consideration (including
assumed Indebtedness, the good faith estimate by the Borrower of the maximum amount of any deferred purchase price obligations
(including earn-out payments and holdback amounts, with the amount thereof determined in accordance with GAAP) and Capital Stock)
for any such Acquisition shall not exceed $5,000,000.


 




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“Permitted Encumbrances” shall mean:


 


(a)           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;


 


(b)           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 and with respect to which adequate
reserves are being maintained in accordance with GAAP;


 


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


 


(d)           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;


 


(e)           judgment
and attachment liens not giving rise to a Default or 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 and with respect to which adequate
reserves are being maintained in accordance with GAAP;


 


(f)           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 Borrower or any of its Subsidiaries maintains deposits (other than deposits intended
as cash collateral) in the ordinary course of business; and


 


(g)           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;


 




    	22



    	 



    










 


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


 


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


 


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


 


“Pledge and
Security Agreement” shall mean that certain amended and restated pledge and security agreement dated as of the Effective
Date executed in favor of the Administrative Agent, for the benefit of the holders of the Obligations, by each of the Loan Parties.


 


“Pro Forma
Basis” shall mean, for purposes of calculating compliance with respect to any Asset Sale, Recovery Event, Acquisition
or any incurrence of any Incremental Term Loan and/or Incremental Revolving Commitment, that such transaction shall be deemed to
have occurred as of the first day of the period of four Fiscal Quarters most recently ended for which the Borrower has delivered
financial statements pursuant to Section 5.1(a) or (b). For purposes of any such calculation in respect of any Acquisition,
(a) any Indebtedness incurred or assumed in connection with such transaction that is not retired in connection with such transaction
(i) shall be deemed to have been incurred as of the first day of the applicable period and (ii) if such Indebtedness has a floating
or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by
utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination, (b)
Target EBITDA, (c) income statement items (whether positive or negative) and Consolidated Capital Expenditures attributable to
the Person or assets acquired shall be included beginning as of the first day of the applicable period and (d) no adjustments for
anticipated (but not actually realized) cost savings or synergies shall be included.


 


“Pro Forma
Compliance Certificate” shall mean a certificate of a Responsible Officer of the Borrower containing reasonably detailed
calculations of the financial covenants set forth in Article VI recomputed as of the end of the period of the four fiscal
quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b)
after giving effect to the applicable transaction on a Pro Forma Basis.


 


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


 




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“Qualified
ECP Guarantor” shall mean, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000
at the time the relevant Guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation
or such other Loan Party as constitutes an “eligible contract participant” under the Commodity Exchange Act or any
regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at
such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


“Receivables”
shall mean all Patient accounts existing or hereafter created, any and all rights to receive payments due on such accounts from
any Patient or third-party payor under or in respect of such account (including all insurance companies, Blue Cross/Blue Shield,
Medicare, Medicaid, Medicare Advantage, Medicaid managed care and health maintenance organizations and any other Medical Reimbursement
Programs), to the extent not evidenced by an instrument or chattel paper, and all proceeds of, or in any way derived from, any
of the foregoing, whether directly or indirectly (including all interest, finance charges and other amounts payable by the obligor
in respect thereof).


 


“Real Property
Security Documents” shall mean, with respect to any fee or leased hold interest of a Loan Party any real property:


 


(a)           a
fully executed and notarized Mortgage encumbering the fee interest of such Loan Party in such real property;


 


(b)           if
requested by the Administrative Agent in its reasonable discretion, maps or plats of an as built survey of the sites of such real
property certified to the Administrative Agent and the title insurance company issuing the policies referred to in clause (c) of
this definition in a manner satisfactory to each of the Administrative Agent and such title insurance company, dated a date reasonably
satisfactory to each of the Administrative Agent and such title insurance company by an independent professional licensed land
surveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey
exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for
Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying
and Mapping in 2011 with items 2, 3, 4, 6(b), 7(a), 7(b)(1), 7(c), 8, 9, 10, 11(a), 13, 14, 16,17, 18 and 19 on Table A thereof
completed;


 


(c)           ALTA
mortgagee title insurance policies issued by a title insurance company reasonably acceptable to the Administrative Agent with respect
to such real property, assuring the Administrative Agent that the Mortgage covering such real property creates a valid and enforceable
first priority mortgage lien on such real property, free and clear of all defects and encumbrances except Permitted Encumbrances,
which title insurance policies shall otherwise be in form and substance satisfactory to the Administrative Agent and shall include
such endorsements as are requested by the Administrative Agent;


 


(d)           evidence
as to (i) whether such real property is in an area designated by the Federal Emergency Management Agency as having special flood
or mud slide hazards (a “Flood Hazard Property”) and (ii) if such real property is a Flood Hazard Property,
(A) whether the community in which such real property is located is participating in the National Flood Insurance Program, (B)
the applicable Loan Party’s written acknowledgment of receipt of written notification from the Administrative Agent (1) as
to the fact that such real property is a Flood Hazard Property and (2) as to whether the community in which each such Flood Hazard
Property is located is participating in the National Flood Insurance Program and (C) copies of flood insurance policies under the
National Flood Insurance Program (or private insurance endorsed to cause such private insurance to
be fully compliant with the federal law as regards private placement insurance applicable to the National Flood Insurance Program,
with financially sound and reputable insurance companies not Affiliates of the Borrower) or certificates of insurance of the Borrower
and its Subsidiaries evidencing such flood insurance coverage in such amounts and with such deductibles as the Administrative Agent
may reasonably request and naming the Administrative Agent and its successors and/or assigns as sole loss payee on behalf of the
Lenders;


 




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(e)           if
requested by the Administrative Agent, a duly executed Environmental Indemnity with respect thereto;


 


(f)           if
reasonably requested by the Administrative Agent, (i) environmental questionnaires or (ii) 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 property, dated no more than six (6) months prior to the Effective 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 property of any Loan Party as the Administrative Agent shall have reasonably 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 questionnaires or reports;


 


(g)           if
requested by the Administrative Agent, evidence satisfactory to the Administrative Agent that such real property, and the uses
of such real property, are in compliance in all material respects with all applicable zoning Laws (the evidence submitted as to
which should include the zoning designation made for such real property, the permitted uses of such real property under such zoning
designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks); and


 


(h)           an
opinion of legal counsel to the Loan Party granting the Mortgage on such real property, addressed to the Administrative Agent and
each Lender, in form and substance reasonably acceptable to the Administrative Agent.


 


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


 


“Recovery
Event” shall mean any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any
property of the Borrower or any Subsidiary.


 


“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
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
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.


 




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“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.


 


“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, at least three (3) Lenders having Total Credit Exposures representing more than 50.1%
of the Total Credit Exposures of all Lenders; provided that to the extent that any Lender is a Defaulting Lender, the Total
Credit Exposure of such Defaulting Lender shall be excluded for purposes of determining Required Lenders; provided, further
that so long as there are only two (2) Lenders or fewer Lenders, “Required Lenders” shall mean Lenders (or Lender)
representing 100% of the Total Credit Exposures of all Lenders.


 


“Required
Revolving Lenders” shall mean, at any time, at least three (3) Lenders having Revolving Credit Exposures representing
more than 50% of the Revolving Credit Exposures of all Lenders; provided that to the extent that any Lender is a Defaulting
Lender, the Revolving Credit Exposure of such Defaulting shall be excluded for purposes of determining Required Revolving Lenders;
provided, further that so long as there are only two (2) or fewer Lenders, “Required Revolving Lenders”
shall mean Lenders (or Lender) representing 100% of the Revolving Credit Exposures of all Lenders.


 


“Responsible
Officer” shall mean, with respect to any Person, any of the president, the chief executive officer, the chief operating
officer, the chief financial officer, the treasurer or a vice president of such Person or such other representative of such Person
as may be designated in writing by any one of the foregoing with the consent of the Administrative Agent; and, with respect to
the financial covenants only, the chief financial officer or the treasurer of such Person.


 


“Restricted
Payment” shall mean, for any Person, any dividend or distribution on any class of its Capital Stock, or any payment on
account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, retirement, defeasance or
other acquisition of, any shares of its Capital Stock, any Indebtedness subordinated to the Obligations or any Guarantee thereof
or any options, warrants, or other rights to purchase such Capital Stock or such Indebtedness, whether now or hereafter outstanding.


 


“Revolving Commitment” shall mean,
with respect to each Lender, such Lender’s Acquisition Revolving Commitment and Working Capital Revolving Commitment.


 


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


 


“Revolving
Loan” shall mean an Acquisition Revolving Loan and/or a Working Capital Revolving Loan.


 


“S&P”
shall mean Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw Hill Companies, Inc. and any successor
thereto.


 


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


 




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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; (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; (e) such Person
is able to pay its debts and other liabilities, contingent obligations and other commitments as they mature in the ordinary course
of business and (f) such Person does not intend, in any transaction, to hinder, delay or defraud either present or future creditors
or any other person to which such Person is or will become, through such transaction, indebted. 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.


 


“Specified
Loan Party” shall mean each Loan Party that is, at the time on which the relevant Guarantee or grant of the relevant
security interest under the Loan Documents by such Loan Party becomes effective with respect to a Swap Obligation, a corporation,
partnership, proprietorship, organization, trust or other entity that would not be an “eligible contract participant”
under the Commodity Exchange Act at such time but for the effect of Section 10.8.


 


“Specified
Shareholders” shall mean (a) Mr. Stephen P. Griggs (including his heirs, executors and personal representatives and trusts
created by him for members of his immediate family), (b) FFC Partners II, L.P., (b) FFC Executive Partners II, L.P. and (c) MTS
Aerocare, LLC.


 


“Subsidiary”
shall mean, with respect to any Person (the “parent”), 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, (a) 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 (b) 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.


 


“SunTrust”
shall mean SunTrust Bank and its successors.


 


“Swap Obligations”
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.


 


“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 in its capacity as provider of Swingline Loans, or any successor swingline lender hereunder.


 


“Swingline
Loan” shall have the meaning set forth in Section 2.4(a).


 




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“Swingline
Sublimit” shall Five Million Dollars ($5,000,000). The Swingline Sublimit is part of, and not in addition to, the Aggregate
Working Capital Revolving Commitments.


 


“Synthetic
Lease” shall mean a lease transaction under which the parties intend that (a) the lease will be treated as an “operating
lease” by the lessee pursuant to Accounting Standards Codification Sections 840-10 & 840-20, as amended and (b) 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 (a) all remaining rental obligations of such Person
as lessee under Synthetic Leases which are attributable to principal and, without duplication, (b) 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 all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments,
fees or other charges imposed by any Governmental Authority, including any interest, additions to tax, or penalties applicable
thereto.


 


“Target EBITDA”
shall mean, with respect to any assets that are or Person that is the subject of an Acquisition, (a) with respect to the period
of four Fiscal Quarters ending with the first Fiscal Quarter ending after consummation of such Acquisition, an amount equal to
22% of the revenues attributable to such assets or Person, projected in good faith by the Borrower using reasonable assumptions
(including without limitation taking into account announced Medicare and Medicaid competitive bidding requirements and reductions
in reimbursements) which projections and assumptions are approved in writing by the Administrative Agent (“Projected EBITDA”),
(b) with respected to the period of four Fiscal Quarters ending with the second Fiscal Quarter ending after consummation of such
Acquisition, an amount equal to seventy-five percent (75%) of Projected EBITDA, (c) with respected to the period of four Fiscal
Quarters ending with the third Fiscal Quarter ending after consummation of such Acquisition, an amount equal to fifty percent (50%)
of Projected EBITDA and (d) with respected to the period of four Fiscal Quarters ending with the fourth Fiscal Quarter ending after
the date of determination, an amount equal to twenty-five percent (25%) of Projected EBITDA.


 


“Term Loan”
shall mean the term loan made by the Lenders with Term Loan Commitments to the Borrower pursuant to Section 2.5.


 


“Term Loan
Commitment” shall mean, with respect to each Lender, the obligation of such Lender to make a Term Loan hereunder on the
Effective Date, in a principal amount not exceeding the amount set forth with respect to such Lender on Schedule I. The
aggregate principal amount of all Lenders’ Term Loan Commitments is Seventy Million Dollars ($70,000,000).


 


“Total Credit
Exposure” shall mean, as to any Lender at any time, the unused Commitments, Revolving Credit Exposure, the portion the
Term Loan and the portion of all Incremental Term Loans held by such Lender at such time.


 


“Trading with
the Enemy Act” shall mean the Trading with the Enemy Act of the United States of America (50 U.S.C. App. §§
1 et seq.), as amended and in effect from time to time.


 


“TRICARE”
shall mean the health care program of the United States Department of Defense Military Health System.


 




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


 


“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).


 


“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.


 


“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 any Loan Party and the Administrative Agent.


 


“Working Capital
Availability Period” shall mean the period from the Effective Date to but excluding the Working Capital Revolving
Commitment Termination Date.


 


“Working Capital
Revolving Commitment” shall mean, with respect to each Lender, the commitment of such Lender to make Working Capital
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 I, or in the case of a Person becoming
a Lender after the Effective Date, the amount of the assigned “Working Capital 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 terms hereof.


 


“Working
Capital Revolving Commitment Termination Date” shall mean the earliest of (a) the Maturity Date and (b) the date on
which the Working Capital Revolving Commitments are terminated pursuant to Section 2.8 or 8.1.


 


“Working Capital
Revolving Credit Exposure” shall mean, as to any Lender at any time, the aggregate principal amount at such time of its
outstanding Working Capital Revolving Loans, LC Exposure and Swingline Exposure at such time.


 


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


 


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


 




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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 statement of the Borrower
delivered pursuant to Section 5.1(a); 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.


 


(b)         Notwithstanding
any other provision contained herein, 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) to value any Indebtedness or other
liabilities of any Loan Party or any Subsidiary of any Loan Party at "fair value", as defined therein. Without limiting
the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Audited
Financial Statements for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties
hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.


 


(c)         Notwithstanding
the above, the parties hereto acknowledge and agree that all calculations of the financial covenants in Article VI (including
for purposes of determining the Applicable Rate and any transaction that by the terms of this Agreement requires that any financial
covenant contained in Article VI be calculated on a Pro Forma Basis) shall be made on a Pro Forma Basis with respect to
any Asset Sale, Recovery Event, Acquisition or any incurrence of any Incremental Term Loan and/or Incremental Revolving Commitment
occurring during such period.


 


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 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 and (v) 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.


 




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Section 1.5.
     Letter of Credit Amounts. 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, 
however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer 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.


 


Section 1.6.      Times
of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or
standard, as applicable).


 


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, (a) the Lenders hereby establish
in favor of the Borrower two revolving credit facilities (as provided below) 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, (b) the Issuing Bank may issue Letters of Credit in accordance with Section 2.22, (c) the Swingline Lender may
make Swingline Loans in accordance with Section 2.4, (d) 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 (i) in no event shall
the aggregate principal amount of all outstanding Revolving Loans, Swingline Loans and outstanding LC Exposure exceed the Aggregate
Revolving Commitments in effect from time to time; (ii) in no event shall the aggregate principal amount of all outstanding Working
Capital Revolving Loans, Swingline Loans and outstanding LC Exposure exceed the Aggregate Working Capital Revolving Commitments
in effect from time to time; and (iii) in no event shall the aggregate principal amount of all outstanding Acquisition Revolving
Loans exceed the Aggregate Acquisition Revolving Commitments in effect from time to time; and (e) each Lender severally agrees
to advance a portion of the Term Loan to the Borrower on the Effective Date in a principal amount not exceeding such Lender’s
Term Loan Commitment.


 


Section 2.2.      Revolving
Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make:


 


(a)           Acquisition
Revolving Loans, ratably in proportion to its Pro Rata Share of the Acquisition Revolving Commitments, to the Borrower, from time
to time during the Acquisition Availability Period, in an aggregate principal amount outstanding at any time that will not result
in (i) such Lender’s Acquisition Revolving Credit Exposure exceeding such Lender’s Acquisition Revolving Commitment
or (ii) the aggregate Acquisition Revolving Credit Exposures of all Lenders exceeding the Aggregate Acquisition Revolving Commitments;
and


 


(b)           Working
Capital Revolving Loans, ratably in proportion to its Pro Rata Share of the Working Capital Revolving Commitments, to the Borrower,
from time to time during the Working Capital Availability Period, in an aggregate principal amount outstanding at any time that
will not result in (i) such Lender’s Working Capital Revolving Credit Exposure exceeding such Lender’s Working Capital
Revolving Commitment or (ii) the aggregate Working Capital Revolving Credit Exposures of all Lenders exceeding the Aggregate Working
Capital Revolving Commitments.


 




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During the Acquisition
Availability Period, the Borrower shall be entitled to borrow, prepay and reborrow Acquisition Revolving Loans in accordance with
the terms and conditions of this Agreement, and during the Working Capital Availability Period, the Borrower shall be entitled
to borrow, prepay and reborrow Working Capital 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.


 


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 (a “Notice of Revolving Borrowing”)
(x) prior to 11:00 a.m. one (1) Business Day prior to the requested date of each Base Rate Borrowing and each LIBOR Index Rate
Borrowing and (y) prior to 11:00 a.m. three (3) Business Days prior to the requested date of each Eurodollar Borrowing. 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, (iv)
whether such Revolving Loan is to be an Acquisition Revolving Loan or a Working Capital Revolving Loan and (v) 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 of Base Rate Loans, LIBOR Index Rate Loans or Eurodollar Loans or
a combination thereof, as the Borrower may request. The aggregate principal amount of each Eurodollar Borrowing shall be not less
than $500,000 or a larger multiple of $100,000, and the aggregate principal amount of each Base Rate Borrowing shall not be less
than $500,000 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 six (6). 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
Loans.


 


(a)           Subject
to the terms and conditions set forth herein, the Swingline Lender may, in its sole discretion, make loans (“Swingline
Loans”) to the Borrower, from time to time during the Working Capital Availability Period, in an aggregate principal
amount outstanding at any time not to exceed the lesser of (i) the Swingline Sublimit then in effect and (ii) the difference between
the Aggregate Working Capital Revolving Commitments and the aggregate Working Capital 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 (“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 Loan, (ii) the date of such Swingline Loan (which shall be a Business
Day) and (iii) the account of the Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative
Agent will promptly advise the Swingline Lender of each Notice of Swingline Borrowing. Each Swingline Loan shall accrue interest
at the Base Rate plus the Applicable Margin. 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 Loan.


 




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(c)           The
Swingline Lender, at any time and from time to time in its sole discretion, may, 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, and such proceeds will
be used solely for the repayment of such Swingline Loan.


 


(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 Section 2.4(c) or to purchase the participating interests
pursuant to Section 2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including
without limitation (i) any setoff, 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 Working Capital 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 (i) at the Federal Funds
Rate until the second Business Day after such demand and (ii) 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 2.4, until such amount has been purchased in full.


 


(f)
          In order to facilitate the borrowing of Swingline Loans, the
Borrower and the Swingline Lender may mutually agree to, and are hereby authorized to, enter into an auto borrow agreement in
form and substance reasonably satisfactory to the Swingline Lender and the Administrative Agent (the “Auto Borrow
Agreement”) providing for the automatic advance by the Swingline Lender of Swingline Loans under the conditions set
forth in the Auto Borrow Agreement, subject to the conditions set forth herein. At any time an Auto Borrow Agreement is in
effect, advances under the Auto Borrow Agreement shall be deemed Swingline Loans for all purposes hereof, except that
Borrowings of Swingline Loans under the Auto Borrow Agreement shall be made in accordance with the Auto Borrow Agreement. For
purposes of determining the Total Revolving Outstandings at any time during which an Auto Borrow Agreement is in effect, the
outstanding amount of all Swingline Loans shall be deemed to be the sum of the outstanding amount
of Swingline Loans at such time plus the maximum amount available to be borrowed under such Auto Borrow Agreement at such time.


 




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Section 2.5.      Term
Loan Commitments. Immediately prior to the Effective Date, the aggregate outstanding principal amount of the Term Loan was
$21,875,000. Subject to the terms and conditions set forth herein, each Lender severally agrees to make an advance under the Term
Loan to the Borrower on the Effective Date in a principal amount equal to its Pro Rata Share of any additional $48,125,000 being
advanced on the Effective Date (for an aggregate principal amount of the Term Loan on the Effective Date of $70,000,000). The
Term Loan may be, from time to time, Base Rate Loans, LIBOR Index Rate Loans or Eurodollar Loans or a combination thereof; provided,
that on the Effective Date any newly advanced portion of the Term Loan shall be Base Rate Loans or LIBOR Index Rate Loans unless
the Administrative Agent shall have received a funding indemnity letter in form and substance reasonably satisfactory to the Administrative
Agent. 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 that portion of the Term Loan being
advanced on the Effective 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.


 


(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 at the Federal Funds Rate until the second Business Day after such demand and thereafter at the Base Rate. 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 (to the extent the Borrower received such amount) shall pay such corresponding
amount to the Administrative Agent within three (3) Business Days, 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.


 




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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 2.7. 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 2.7, the Borrower shall give the Administrative Agent prior 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 or a LIBOR Index 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, a LIBOR Index 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, LIBOR Index Rate Borrowings and Base Rate Borrowings set forth in Section
2.3.


 


(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 Loans 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 Working Capital Revolving Commitments shall terminate on the Working Capital Revolving Commitment Termination
Date. Unless previously terminated, all Acquisition Revolving Commitments shall terminate on the Final Acquisition Revolving Commitment
Termination Date. The Term Loan Commitments shall terminate on the Effective Date upon the making of the Term Loan pursuant to
Section 2.5.


  




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(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 (i) Aggregate Acquisition Revolving Commitments in part or
terminate the Aggregate Acquisition Revolving Commitments in whole; provided, that (x) any partial reduction shall
apply to reduce proportionately and permanently the Acquisition Revolving Commitment of each Lender, (y) any partial reduction
pursuant to this Section 2.8 shall be in an amount of at least $1,000,000 (or such lesser amount as the Issuing Bank may
agree in its sole discretion) and any larger multiple of $1,000,000, and (z) no such reduction shall be permitted which would
reduce the Aggregate Acquisition Revolving Commitments to an amount less than the aggregate outstanding Acquisition Revolving
Credit Exposure of all Lenders and (ii) Aggregate Working Capital Revolving Commitments in part or terminate the Aggregate Working
Capital Revolving Commitments in whole; provided, that (x) any partial reduction shall apply to reduce proportionately
and permanently the Working Capital Revolving Commitment of each Lender, (y) any partial reduction pursuant to this Section
2.8 shall be in an amount of at least $1,000,000 and any larger multiple of $1,000,000, and (z) no such reduction shall be
permitted which would reduce the Aggregate Working Capital Revolving Commitments to an amount less than the aggregate outstanding
Working Capital Revolving Credit Exposure of all Lenders. Any such reduction in the Aggregate Working Capital Revolving Commitments
below the principal amount of the Swingline Sublimit and the LC Sublimit shall result in a dollar-for-dollar reduction in the
Swingline Sublimit and the LC Sublimit.


 


(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 the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting
Lender.


 


Section 2.9.          Repayment
of Loans.


 


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


 


(b)          The
Borrower unconditionally promises to pay to the Administrative Agent, for the account of each Lender holding Acquisition Revolving
Loans in accordance with their Pro Rata Shares thereof, the unpaid principal amount of all Acquisition Revolving Loans as of the
Acquisition Revolving Commitment Termination Date in equal installments payable on the last date of each Fiscal Quarter (and on
such other date(s) and in such other amounts as may be required from time to time pursuant to this Agreement) commencing with the
Fiscal Quarter ending September 30, 2016, with each such installment being in the aggregate principal amount equal to 1.25% of
the aggregate principal amount of all Acquisition Revolving Loans as of Acquisition Revolving Commitment Termination Date; provided,
that, to the extent not previously paid, the aggregate unpaid principal balance of the Acquisition Revolving Loans shall be due
and payable on the Maturity Date.


 


(c)          The
Borrower unconditionally promises to pay to the Administrative Agent for the account of each Lender holding a portion of the Term
Loan in accordance with their Pro Rata Shares thereof, the unpaid principal amount of the Term Loan in equal installments payable
on the last date of each Fiscal Quarter (and on such other date(s) and in such other amounts as may be required from time to time
pursuant to this Agreement) commencing with the Fiscal Quarter ending September 30, 2014, with each such installment being in the
aggregate principal amount equal to $875,000; provided, that, to the extent not previously paid, the aggregate unpaid principal
balance of the Term Loan shall be due and payable on the Maturity Date.


 




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(d)          The
Borrower unconditionally promises to pay to the Administrative Agent for the account of each Incremental Term Lender the then unpaid
principal amount of the applicable Incremental Term Loan of such Lender in installments payable on the dates set forth in the applicable
Incremental Term Loan Joinder Agreement.


 


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, Term Loan Commitment and Incremental 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 each continuation thereof pursuant to Section 2.7, (iv) the date
of each conversion of all or a portion thereof 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 such 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.


 


(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 in the form of Exhibit 2.10
(a “Note”). 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 irrevocable written
notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (i) in the case of
prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (3) Business Days prior to any such prepayment, (ii)
in the case of any prepayment of any Base Rate Borrowing or LIBOR Index Rate Borrowing, 11:00 a.m. not less than one Business
Day prior to the date of such prepayment, and (iii) in the case of Swingline Borrowings, 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 and, if the prepayment is being made with regard to Revolving
Loans, whether such prepayment shall be applied to the Acquisition Revolving Loans or the Working Capital Revolving
Loans. 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 (other than a Swingline Loan) shall be
in an amount of at least $500,000 and any larger multiple of $500,000 or in the case of a Swingline Loan in an amount that
would be permitted in the case of an advance of Swingline Loans 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 any Borrowing
of the Term Loan or any Incremental Term Loan, to principal installments thereof as directed by the Borrower.


 




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Section 2.12.         Mandatory
Prepayments.


 


(a)          Immediately
upon receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds of any Asset Sale or Recovery Event, the Borrower
shall prepay the Obligations in accordance with Section 2.12(d) in an amount equal to such Net Cash Proceeds; provided
that such prepayment shall be required only to the extent that (i) such Net Cash Proceeds are not reinvested within one hundred
twenty (120) days of the date of such Asset Sale or Recovery Event and (ii) the aggregate amount of such Net Cash Proceeds that
are not reinvested in accordance with the foregoing clause (i) hereof exceeds $500,000 in any Fiscal Year.


 


(b)          Immediately
upon the receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds of any issuance of Indebtedness (other than Indebtedness
permitted under Section 7.1), the Borrower shall prepay the Obligations in accordance with Section 2.12(d) in an
amount equal to such Net Cash Proceeds.


 


(c)          Commencing
with the Fiscal Year ending December 31, 2015, if the Consolidated Leverage Ratio is greater than 2.00:1.00 as of the last date
of the last Fiscal Quarter of such Fiscal Year, the Borrower shall prepay the Obligations within 90 days after the end of such
Fiscal Year in accordance with Section 2.12(d) in an amount equal to the difference (to the extent positive) of (A) 50%
of Consolidated Excess Cash Flow as of the end of such Fiscal Year minus (B) voluntary prepayments of the Term Loan, any
Incremental Term Loan, Acquisition Revolving Loans and Working Capital Revolving Loans (in the case of Acquisition Revolving Loans
and Working Capital Revolving Loans, only to the extent such prepayments are accompanied by a permanent dollar-for-dollar reduction
in the Aggregate Acquisition Revolving Commitments and Aggregate Working Capital Revolving Commitments, as applicable) during such
Fiscal Year or after the end of such Fiscal Year but prior to the date on which any such payment of Consolidated Excess Cash Flow
is due (but without duplication of any payment which reduced the payment with respect to Consolidated Excess Cash Flow for any
prior Fiscal Year).


 


(d)          Any
prepayments made by the Borrower pursuant to Sections 2.12(a), (b) or (c) above shall be applied as follows:
first, to Administrative Agent’s fees and reimbursable expenses 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 Bank
then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective
Pro Rata Shares of such fees and expenses; third, to 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; fourth, ratably to the next eight scheduled
principal payments of the Term Loan and each then existing Incremental Term until the same shall have been paid in full, pro rata
to the Lenders based on their Pro Rata Shares thereof, and applied to such eight schedule principal installments in direct order
of maturity; fifth, to the remaining scheduled principal payments of the Term Loan and any then existing Incremental Term
Loan, until the same shall have been paid in full, pro rata to the Lenders based on their Pro Rata Shares thereof, and applied
to the principal installments thereof on a pro rata basis (excluding the installment due on the Maturity Date), sixth to
the aggregate principal balance of the Acquisition Revolving Loans as of the Acquisition Revolving Commitment Termination Date
that is subject to quarterly installment payments pursuant to Section 2.9(b), if any, until the same shall have been paid
in full, pro rata to the Lenders based on their respective Acquisition Revolving Commitments, and applied to the principal installments
thereof (as set forth in Section 2.9) on a pro rata basis; seventh, to the principal balance of the Swingline Loans,
until the same shall have been paid in full, to the Swingline Lender, eighth, ratably to the principal balance of the Working
Capital Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Working
Capital Revolving Commitments and ninth, 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 sixth through eighth above, unless a Default or an Event of
Default has occurred and is continuing and the Required Revolving Lenders so request.


 




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(e)          If
at any time the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments, the Acquisition Revolving
Credit Exposure of all Lenders exceeds the Aggregate Acquisition Revolving Commitments or the Working Capital Revolving Credit
Exposure or all Lenders exceeds the Aggregate Working Capital Revolving Commitments, as reduced pursuant to Section 2.8
or otherwise, the Borrower shall immediately repay Swingline Loans, Acquisition Revolving Loans and Working Capital Revolving Loans,
as applicable, 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 first to the Swingline Loans to the full extent thereof, second
to the Base Rate Loans and LIBOR Index Rate Loans to the full extent thereof, and finally to Eurodollar Loans to the full extent
thereof. If after giving effect to prepayment of all Swingline Loans and Revolving Loans, the Revolving Credit Exposure of all
Lenders exceeds the Aggregate Revolving Commitments, the Acquisition Revolving Credit Exposure of all Lenders exceeds the Aggregate
Acquisition Revolving Commitments or the Working Capital Revolving Credit Exposure or all Lenders exceeds the Aggregate Working
Capital Revolving Commitments, 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.


 


Section 2.13.         Interest
on Loans.


 


(a)          With
respect to the Revolving Loans and the Term Loan, 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, (ii) each LIBOR Index Rate Loan at the LIBOR Index Rate plus the Applicable
Margin in effect from time to time and (iii) each Eurodollar Loan at the Adjusted LIBOR 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)          The
Borrower shall pay interest on each Incremental Term Loan as provided in the Incremental Term Loan Joinder Agreement with respect
thereto.


 


(d)          Notwithstanding
clauses (a), (b) and (c) above, if an Event of Default has occurred and is continuing, automatically in the
case of an Event of Default under Section 8.1(a), (g) or (h) and at the option of the Required Lenders in
the case of all other Events of Default under Section 8.1, the Borrower shall pay interest (“Default Interest”)
on all overdue amounts as follows:(i) with respect to all Eurodollar Loans at the rate per annum equal to 200 basis points (2.0%)
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 (ii) 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 (2.0%) above the otherwise applicable interest rate for such Base Rate Loans or such
other Obligations hereunder.


 




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(e)          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, LIBOR Index Rate Loans and Swingline Loans shall be payable
quarterly in arrears on the last day of each March, June, September and December and on the Working Capital Revolving Commitment
Termination Date, the Acquisition Revolving Commitment Termination Date and each applicable 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 Working Capital Revolving Commitment Termination Date and each applicable
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.


 


(f)          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 Margin on (i) the actual daily amount of the unused Acquisition Revolving Commitment of such
Lender during the Acquisition Availability Period and (ii) the actual daily amount of the unused Working Capital Revolving Commitment
of such Lender during the Working Capital Availability Period. For purposes of computing the Commitment Fee with respect to the
Revolving Commitments, 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.


 


(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 (the “Letter of Credit Fee”), which shall accrue at a rate
per annum equal to the Applicable Margin then in effect on the average daily amount of such Lender’s LC Exposure attributable
to such Letter of Credit (subject to Section 1.5) 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 (such Letter of Credit Fee shall
continue to accrue on any LC Exposure that remains outstanding after the Working Capital Revolving Commitment Termination Date)
and (ii) to the Issuing Bank for its own account a facing fee, which shall accrue at a rate per annum equal to 12.5 basis points
(0.125%) on the average daily amount of the LC Exposure during the Working Capital Availability Period (or until the date that
such Letter of Credit is irrevocably cancelled, whichever is later), as well as the 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 Default Interest has been imposed pursuant to Section 2.13(d), 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 (2.0%).


 




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(d)          The
Borrower shall pay on the Effective Date to the Administrative Agent and its affiliates all fees in the Fee Letter that are due
and payable on the Effective Date. The Borrower shall pay on the Effective Date to the Lenders all upfront fees previously agreed
in writing.


 


(e)          Accrued
fees under paragraphs (b) and (c) above shall be payable quarterly in arrears on the last day of each March, June, September and
December, commencing on the first such date to occur after the Effective Date and on the Working Capital Revolving Commitment Termination
Date (and if later, the date the Loans and LC Exposure shall be repaid in their entirety); provided further, that
any such fees accruing after the Working Capital Revolving Commitment Termination Date shall be payable on demand.


 


(f)          Anything
herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, such Defaulting Lender will not
be entitled to Commitment Fees during such period pursuant to Section 2.14(b) or Letter of Credit Fees accruing during such
period pursuant to Section 2.14(c) (without prejudice to the rights of the Lenders other than Defaulting Lenders in respect
of such fees), provided that (a) to the extent that a portion of the LC Exposure of such Defaulting Lender is reallocated
to the Non-Defaulting Lenders pursuant to Section 2.26, such fees that would have accrued for the benefit of such Defaulting
Lender will instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro rata in accordance
with their respective Revolving Commitments and (b) to the extent any portion of such LC Exposure cannot be so reallocated, such
fees will instead accrue for the benefit of and be payable to the Issuing Bank. The pro rata payment provisions of Section 2.21
shall automatically be deemed adjusted to reflect the provisions of this subsection (f).


 


Section 2.15.         Computation
of Interest and Fees.


 


All computations of
interest for Base Rate Loans (including Base Rate Loans determined by reference to the One Month LIBOR Index Rate) and LIBOR Index
Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations
of interest and fees (to the extent computed on the basis of days elapsed) 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. If prior to the commencement of any Interest Period for any Eurodollar Borrowing,


 


(a)          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 means do not exist for ascertaining Adjusted LIBOR for such
Interest Period, or


 


(b)          the
Administrative Agent shall have received notice from the Required Lenders that the Adjusted LIBOR does not adequately and fairly
reflect the cost to such Lenders (or Lender, as the case may be) of making, funding or maintaining their (or its, as the case may
be) Eurodollar Loans for such Interest Period,


 


the Administrative Agent shall give written notice (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 Business Day before the date of any Eurodollar Borrowing for which a Notice of Revolving Borrowing or Notice
of Conversion/Continuation has previously been given that it elects not to borrow on such date, then such Revolving Borrowing shall
be made as a Base Rate Borrowing.


 




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Section 2.17.         Illegality.
If any Change in Law shall make it unlawful or impossible for any Lender to make, maintain or fund any Eurodollar Loan or LIBOR
Index Rate 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 Loans or LIBOR Index
Rate Loans, or to continue or convert outstanding Loans as or into Eurodollar Loans or LIBOR Index Rate Loans, shall be suspended.
In the case of the making of a Eurodollar Borrowing or LIBOR Index Rate Borrowing, such Lender’s Revolving Loan shall be
made as a Base Rate Loan as part of the same Revolving Borrowing and, with respect to Eurodollar Loans, for the same Interest Period,
and if the affected Eurodollar Loan or LIBOR Index Rate 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 in the case of LIBOR Index Rate Loans and 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, 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 materially 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 LIBOR or the One Month LIBOR Index 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 LIBOR or the One Month LIBOR Index Rate)
or the Issuing Bank;


 


(ii)         subject
any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition
of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations,
or its deposits, reserves, other liabilities or capital attributable thereto; or


 


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


 


and the result of either of the foregoing
is to increase the cost to such Lender of making, converting into, continuing or maintaining a Eurodollar Loan or LIBOR Index Rate
Loan or to increase the cost to such Lender or the Issuing Bank of participating in or issuing any Letter of Credit or to reduce
the amount received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or any other amount),
then the Borrower shall promptly pay, upon written notice from and demand by such Lender on the Borrower (with a copy of such notice
and demand to the Administrative Agent), to the Administrative Agent for the account of such Lender, within twenty (20) calendar
days after the date of such notice and demand, additional amount or amounts sufficient to compensate such Lender or the Issuing
Bank, as the case may be, for such additional costs incurred or reduction suffered.


 




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(b)          If
any Lender or the Issuing Bank shall have determined that on or after the date of this Agreement any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital
(or on the capital of the Parent Company of such Lender or 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, the Issuing Bank or the Parent Company of such Lender
or Issuing Bank could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s
policies or the policies of the Parent Company of such Lender or Issuing Bank with respect to capital adequacy) then, from time
to time, within twenty (20) calendar days after receipt by the Borrower of written demand by such Lender (with a copy thereof to
the Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender, the Issuing
Bank or the Parent Company of such Lender or the Issuing Bank for any such reduction suffered.


 


(c)          A
certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender, the Issuing
Bank or the Parent Company of such Lender or the Issuing Bank, as the case may be, specified in paragraph (a) or (b) of this Section
2.18 shall be delivered to the Borrower (with a copy to the Administrative Agent) and shall be conclusive, absent manifest
error. The Borrower shall pay any such Lender or the Issuing Bank, as the case may be, such amount or amounts within twenty (20)
calendar days after receipt thereof.


 


(d)          Failure
or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section 2.18 shall not constitute
a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided, that the Borrower
shall not be required to compensate a Lender or the Issuing Bank under this Section 2.18 for any increased costs or reductions
incurred more than six (6) months prior to the date that such Lender or the Issuing Bank notifies the Borrower of such increased
costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided
further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then such six-month period
shall be extended to include the period of such retroactive effect.


 


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 LIBOR 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 LIBOR 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 2.19
submitted to the Borrower by any Lender (with a copy to the Administrative Agent) shall be conclusive, absent manifest error.


 




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Section 2.20.         Taxes.


 


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


 


(b)          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 making such deduction or withholding
(including such deductions and withholdings applicable to additional sums payable under this Section 2.20) the applicable
Recipient shall receive an amount equal to the sum it would have received had no such deduction or withholding been made.


 


(c)          In
addition, the Loan Parties 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)          The
Loan Parties shall jointly and severally indemnify each Recipient, within ten (10) Business 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 2.20) 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)          Each
Lender shall severally indemnify the Administrative Agent, within ten (10) Business Days after demand therefor, for (i) any Indemnified
Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent
for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such
Lender’s failure to comply with the provisions of Section 11.4(e) 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 clause (e).


 


(f)          As
soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 2.20(f),
such 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.


 




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(g)          (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.


 


(ii)         Without
limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,


 


(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 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 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 2.20-1 to the effect that such Foreign Lender is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning
of Section 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


 




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(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, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.20-2 or Exhibit 2.20-3,
IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign
Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest
exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.20-4
on behalf of each such direct and indirect partner;


 


(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 date of this Agreement.


 


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)          If
any Recipient determines, in its sole discretion, 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 (g) (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 (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to
this paragraph (g) 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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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 Sections 2.18, 2.19 or 2.20, or otherwise) prior to 2:00 p.m.
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 Issuing Bank or Swingline
Lender as expressly provided herein and except that payments pursuant to Sections 2.18, 2.19 and 2.20 and
11.3 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: first, to Administrative
Agent’s fees and reimbursable expenses 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 Bank then due and payable pursuant to
any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective pro rata shares of such fees
and expenses; third, to 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 the payment of principal of the Loans and unreimbursed LC Disbursements
then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC
Disbursements then due to such parties.


 


(c)          If
any Lender shall, by exercising any right of 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, portion of the Term Loan and portion
of the Incremental Term Loan and accrued interest and fees thereon than the proportion received by any other Lender with respect
to its Revolving Credit Exposure, Term Loan or Incremental Term Loan, then the Lender receiving such greater proportion shall purchase
(for cash at face value) participations in the Revolving Credit Exposure, Term Loan and/or Incremental Term Loan, as applicable,
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, portions of the Term
Loan and portions of the Incremental Term Loan, if any; provided, that (i) if any such participations are purchased and
all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to
apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment
obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolving Credit Exposure,
portion of the Term Loan and portion of the Incremental Term Loan to any assignee or participant, other than to the Borrower or
any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing
and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to
the foregoing arrangements may exercise against the Borrower rights of 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 Bank hereunder that the Borrower will not make such payment, the Administrative
Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders or the Issuing Bank, 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 Bank, as the case may be, severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each
day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent,
at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation.


 


(e)          Notwithstanding
anything herein to the contrary, any amount paid by the Borrower for the account of a Defaulting Lender under this Agreement (whether
on account of principal, interest, fees, reimbursement of LC Disbursements, indemnity payments or other amounts) will be retained
by the Administrative Agent in a segregated non-interest bearing account until the Working Capital Revolving Commitment Termination
Date at which time the funds in such account will be applied by the Administrative Agent, to the fullest extent permitted by Law,
in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative
Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank and
the Swingline Lender under this Agreement, third to the payment of interest due and payable to the Lenders hereunder that
are not Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth
to the payment of fees then due and payable to the Lenders hereunder that are not Defaulting Lenders, ratably among them in accordance
with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements then
due and payable to the Lenders hereunder that are not Defaulting Lenders, ratably in accordance with the amounts thereof then due
and payable to them, sixth to the ratable payment of other amounts then due and payable to the Lenders hereunder that are
not Defaulting Lenders, and seventh to pay amounts owing under this Agreement to such Defaulting Lender or as a court of
competent jurisdiction may otherwise direct.


 




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Section 2.22.         Letters
of Credit.


 


(a)          During
the Working Capital Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to Section
2.22(d) and 2.22(e), may, in its sole discretion, issue, at the request of the Borrower, Letters of Credit for the account
of the Borrower or any Subsidiary 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 Working Capital Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated
amount of at least $100,000; 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 Sublimit or (B) the aggregate Working Capital Revolving Credit Exposure of all
Lenders would exceed the Aggregate Working Capital Revolving Commitments. Each Lender shall be deemed to, and hereby irrevocably
and unconditionally agrees to, purchase from the 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 on the date of issuance
thereof. Each issuance of a Letter of Credit shall be deemed to utilize the Working Capital Revolving Commitment of each Lender
by an amount equal to the amount of such participation.


 


(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 Issuing Bank and the Administrative Agent irrevocable written notice (which may be in the form of a duly completed
Letter of Credit Application) 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, extended or renewed, 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 Issuing Bank shall approve and that the Borrower shall have executed and delivered any Issuer Documents as the 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 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 Issuing Bank will provide
the Administrative Agent with a copy thereof. Unless the Issuing Bank has received notice from the Administrative Agent on or before
5:00 p.m. the Business Day immediately preceding the date the Issuing Bank is to issue the requested Letter of Credit (1) directing
the Issuing Bank not to issue the Letter of Credit because such issuance is not then permitted hereunder because of the limitations
set forth in Section 2.22(a) or that one or more conditions specified in Article III are not then satisfied, then,
subject to the terms and conditions hereof, the Issuing Bank shall, on the requested date, issue such Letter of Credit in accordance
with the Issuing Bank’s usual and customary business practices.


 


(d)          The
Issuing Bank shall examine all documents purporting to represent a demand for payment under a Letter of Credit promptly following
its receipt thereof. The Issuing Bank shall notify the Borrower and the Administrative Agent of such demand for payment and whether
the 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 the Issuing Bank and the Lenders with respect to such
LC Disbursement. The Borrower shall be irrevocably and unconditionally obligated to reimburse the Issuing Bank for any LC Disbursements
paid by the Issuing Bank in respect of such drawing, without presentment, demand or other formalities of any kind. Unless the Borrower
shall have notified the 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 the 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 the 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 Issuing Bank in accordance with Section 2.6.
The proceeds of such Borrowing shall be applied directly by the Administrative Agent to reimburse the Issuing Bank for such LC
Disbursement.


 




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(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 Issuing Bank) shall be obligated to fund the
participation that such Lender purchased pursuant to subsection (a) 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 setoff,
counterclaim, recoupment, defense or other right that such Lender or any other Person may have against the 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
Working Capital 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 Issuing Bank. Whenever, at any time after the
Issuing Bank has received from any such Lender the funds for its participation in a LC Disbursement, the Issuing Bank (or the Administrative
Agent on its behalf) receives any payment on account thereof, the Administrative Agent or the 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 the Issuing Bank any portion thereof previously distributed by the Administrative
Agent or the Issuing Bank to it.


 


(f)          To
the extent that any Lender shall fail to pay any amount required to be paid pursuant to paragraphs (d) or (e) of this Section
on the due date therefor, such Lender shall pay interest to the 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 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 rate set forth in Section 2.13(d).


 


(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 Revolving Lenders demanding that its reimbursement obligations with respect to the
Letters of Credit be Cash Collateralized pursuant to this paragraph, 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 Bank and the Lenders, an
amount in cash equal to the LC Exposure 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 clause (g) or (h) of Section
8.1. Such deposit shall be held by the Administrative Agent as Cash 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 paragraph. 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 the
Issuing Bank for LC Disbursements for which it had not been reimbursed and to the extent 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 Revolving 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, the 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, the 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 the 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 Issuing Bank under a Letter of Credit against presentation of a draft or other document to the 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 2.22, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations
hereunder; or


 


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


 




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Neither the Administrative Agent, the Issuing
Bank, the Lenders 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
Bank; provided, that the foregoing shall not be construed to excuse the Issuing Bank 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 the 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 the Issuing Bank (as finally determined by a court
of competent jurisdiction), the 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, the Issuing Bank may, in its sole discretion,
either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance
with the terms of such Letter of Credit.


 


(j)          Unless
otherwise expressly agreed by the 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.


 


(k)          Letters
of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of
any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the Issuing Bank hereunder
for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for
the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits
from the businesses of such Subsidiaries.


 


(l)          Conflict
with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms
hereof shall control.


 


Section 2.23.         Increase
in Commitments.


 


(a)          From
time to time after the Effective Date but before the termination of this Agreement and in accordance with this Section, the Borrower
and one or more Increasing Lenders or Incremental Term Loan Lenders, as applicable, may enter into an agreement to increase the
aggregate Working Capital Revolving Commitments or aggregate Acquisition Revolving Commitments, or provide one or more additional
term loans (each such increase, an “Incremental Commitment”) so long as the following conditions are satisfied:


 




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(i)          the
aggregate principal amount of all such Incremental Commitments made pursuant to this Section shall not exceed $30,000,000 (the
principal or commitment amount of each such Incremental Commitment, the “Incremental Commitment Amount”);


 


(ii)         (A)
the conditions precedent in Section 3.2 shall be satisfied and (B) 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 (A) no Default or Event of Default shall exist, (B)
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); provided, that to the extent
such representation or warranty relates to a specific prior date, such representation or warranty 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) only as of such
specific prior date and (C) since the date of the Audited Financial Statements, there shall have been no change which has had or
could reasonably be expected to have a Material Adverse Effect;


 


(iv)        any
additional term loan made pursuant to this Section (each, an “Incremental Term Loan”) shall have a maturity
date no earlier than the Maturity Date with respect to the Term Loan and shall have a Weighted Average Life to Maturity no shorter
than that of the Term Loan;


 


(v)         the
Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with each of the financial covenants set forth in Article
VI after giving effect to any incremental Working Capital Revolving Commitments or incremental Acquisition Revolving Commitments
provided pursuant to this Section (collectively, the “Incremental Revolving Commitments”) (assuming that it
is fully funded) and/or any such Incremental Term Loan, as applicable, as demonstrated in a Pro Forma Compliance Certificate (attaching
detailed financial covenant calculations) in form and substance reasonably satisfactory to the Administrative Agent and the Increasing
Lenders;


 


(vi)        the
Applicable Margin of each Incremental Term Loan shall be as set forth in the applicable Incremental Term Loan Joinder Agreement,
provided, that, in the event that the Applicable Margin for such Incremental Term Loan is more than fifty basis points
(0.50%) greater than the Applicable Margin for the Term Loan, the Applicable Margin for the Term Loan shall be increased such that
the Applicable Margin for Term Loan is no more than fifty basis points (0.50%) less than the Applicable Margin for such Incremental
Term Loan; for purposes of determining the Applicable Margin for such Incremental Term Loan in order to determine whether the Applicable
Margin of such Incremental Term Loan exceeds the Applicable Margin of the Term Loan by more than fifty basis points (0.50%), (i)
original issue discount and upfront fees (which shall be deemed to constitute like amounts of original issue discount), if any,
payable by the Borrower to the Incremental Term Loan Lenders in connection with the respective initial primary syndication thereof
shall be included (it being agreed that original issue discount, if any, shall be equated to such interest rates based on an assumed
four year life-to-maturity of the Incremental Term Loan) and (ii) customary arrangement, underwriting or similar fees paid to any
arranger in connection with such Incremental Term Loan shall be excluded;


 




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(vii)       the
Incremental Revolving Commitments shall be deemed part of and shall have the same terms and conditions in all respects as the existing
Working Capital Revolving Commitments and/or Acquisition Revolving Commitments, as applicable, other than with respect to the payment
of up-front fees;


 


(viii)      the
Acquisition Revolving Commitments may not be increased after the Acquisition Revolving Commitment Termination Date;


 


(ix)         upon
any establishment of Incremental Revolving Commitments that are not pro rata among all Lenders, the Borrower shall prepay such
Loans in their entirety and, to the extent the Borrower elects to do so and subject to the conditions specified in Article III,
the Borrower shall reborrow Loans from the Lenders in proportion to their respective Revolving Commitments after giving effect
to such increase, until such time as all outstanding Revolving Loans are held by the Lenders in proportion to their respective
Revolving Commitments after giving effect to such increase and (y) effective upon such establishment of Incremental Revolving Commitments,
the amount of the participations held by each Lender in each Letter of Credit then outstanding shall be adjusted automatically
such that, after giving effect to such adjustments, the Lenders shall hold participations in each such Letter of Credit in proportion
to their respective Revolving Commitments; and


 


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


 


(b)          The
Borrower shall provide at least five Business Days’ written notice (or such shorter notice as the Administrative Agent may
agree in its sole discretion) 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 (including persons becoming Lenders pursuant to this Section 2.23, the “Increasing Lenders”)
that agree to increase the principal amount of their Working Capital Revolving Commitments or Acquisition Revolving Commitments
or provide an Incremental Term Loan Commitment, which fees may be variable based upon the amount by which any such Lender is willing
to increase the principal amount of its Working Capital Revolving Commitment or Acquisition Revolving Commitment or provide a portion
of any Incremental Term Loan, as applicable. Each Increasing Lender shall as soon as practicable 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 Working Capital Revolving Commitment or Acquisition Revolving Commitment or provide an Incremental Term Loan Commitment,
and any decision by a Lender to increase its Working Capital Revolving Commitment or Acquisition Revolving Commitment or provide
an Incremental 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 Working Capital Revolving
Commitments or Acquisition Revolving Commitments of such Lender or the provision of an Incremental Term Loan Commitment, as applicable,
pursuant to this Section. The Borrower may accept some or all of the offered amounts or designate new lenders that are acceptable
to the Administrative Agent (such approval not to be unreasonably withheld) as Lenders hereunder in accordance with this Section,
which Lenders may hold all or a portion of such Incremental Commitment. The Borrower and the Administrative Agent shall have discretion
jointly to adjust the allocation of such applicable Incremental Revolving Commitments.


 


(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:


 




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(i)          an
originally executed copy of (a) with respect to any Incremental Revolving Commitments, an instrument of joinder, in form and substance
reasonably acceptable to the Administrative Agent, executed by the Borrower, by each Increasing Lender, setting forth the new Revolving
Commitments 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 and (b) with respect to any Incremental Term Loan, an Incremental Term Loan
Lender Joinder Agreement;


 


(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;


 


(iv)        to
the extent requested by any Increasing Lender, executed promissory notes evidencing such Incremental Revolving Commitment(s) and/or
Incremental Term Loan, issued by the Borrower in accordance with Section 2.10(b); 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 I shall automatically be deemed amended accordingly.


 


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, (b) the Borrower is required to pay any additional
amount to any Lender or any Governmental Authority of the account of any Lender pursuant to Section 2.20, (c) any Lender
notifies the Borrower and Administrative Agent that it is unable to fund Eurodollar Loans or LIBOR Index Rate Loans pursuant to
Sections 2.16 or 2.17, (d) a Lender (a “Non-Consenting Lender”) does not consent to a proposed
change, waiver, discharge or termination with respect to any Loan Document that has been approved by the Required Lenders as provided
in Section 11.2(b) but requires unanimous consent of all Lender or all the Lenders directly affected thereby (as applicable)
or (e) if any Lender is a Defaulting Lender, 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 11.4(b)) all its interests, rights and obligations under this Agreement and the related
Loan Documents to an assignee that shall assume such obligations (which assignee may be another 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, (iv) such assignment does not conflict with applicable Law and (v)
in the case of any such assignment resulting from a Non-Consenting Lender’s failure to consent to a proposed change, waiver,
discharge or termination with respect to any Loan Document, the applicable assignee consents to the proposed change, waiver, discharge
or termination; provided that the failure by such Non-Consenting Lender to execute and deliver an Assignment and Acceptance
shall not impair the validity of the removal of such Non-Consenting Lender and the mandatory assignment of such Non-Consenting
Lender’s Commitments and outstanding Loans pursuant to this Section 2.25 shall nevertheless be effective without the
execution by such Non-Consenting Lender of an Assignment and Acceptance. 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.         Reallocation
and Cash Collateralization of Defaulting Lender Commitment.


 


(a)          If
a Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply, notwithstanding
anything to the contrary in this Agreement:


 


(i)          the
LC Exposure and Swingline Exposure of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically
be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders pro rata
in accordance with their respective Revolving Commitments (calculated as if the Defaulting Lender’s Revolving Commitment
was reduced to zero and each Non-Defaulting Lender’s Revolving Commitment had been increased proportionately); provided
that (a) the sum of each Non- Defaulting Lender’s total Revolving Credit Exposure may not in any event exceed the Revolving
Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and (b) neither such reallocation nor any
payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative
Agent, the Issuing Bank, the Swingline Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting
Lender to be a Non-Defaulting Lender; and


 


(ii)         to
the extent that any portion (the “unreallocated portion”) of the LC Exposure and Swingline Exposure of any Defaulting
Lender cannot be reallocated pursuant to clause (i) for any reason the Borrower will, not later than five (5) Business Days after
written demand by the Administrative Agent (at the direction of the Issuing Bank and/or the Swingline Lender), (A) Cash Collateralize
the obligations of the Defaulting Lender to the Issuing Bank or Swingline Lender in respect of such LC Exposure or Swingline Exposure,
as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of the LC Exposure and Swingline
Exposure of such Defaulting Lender, (B) in the case of such Swingline Exposure, prepay and/or Cash Collateralize in full the unreallocated
portion thereof, or (C) make other arrangements satisfactory to the Administrative Agent, the Issuing Bank and the Swingline Lender
in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender.


 




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(b)          If
the Borrower, the Administrative Agent, the Issuing Bank and the Swingline Lender agree in writing in their discretion that any
Defaulting Lender has ceased to be 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, the LC Exposure and the Swingline
Exposure of the other Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment, and such Lender will
purchase at par such portion of outstanding Revolving Loans of the other Lenders and/or make such other adjustments as the Administrative
Agent may determine to be necessary to cause the Revolving Credit Exposure of the Lenders to be on a pro rata basis in accordance
with their respective Revolving Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting
Lender (and such Revolving Credit Exposure of each Lender will automatically be adjusted on a prospective basis to reflect the
foregoing). If any cash collateral has been posted with respect to the LC Exposure or Swingline Exposure of such Defaulting Lender,
the Administrative Agent will promptly return such cash collateral to the Borrower; provided that no adjustments will be made retroactively
with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided,
further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender
to Non-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.


 


ARTICLE III


 


CONDITIONS PRECEDENT TO LOANS AND LETTERS
OF CREDIT


 


Section 3.1.          Conditions
To Effectiveness. This Agreement and the obligations of the Lenders (including the Swingline Lender) to make Loans and the
obligation of the Issuing Bank to issue any Letter of Credit hereunder shall be effective upon satisfaction of the following conditions
precedent in each case in form and substance satisfactory to the Administrative Agent and each Lender:


 


(a)          Loan
Documents. Receipt by the Administrative Agent of a counterpart of this Agreement and the other Loan Documents signed by or
on behalf of each party hereto or thereto or written evidence satisfactory to the Administrative Agent (which may include telecopy
transmission of such signed signature page) that such party has signed a counterpart of this Agreement and the other Loan Documents
to which such party is a party.


 


(b)          Organization
Documents; Resolutions and Certificates. Receipt by the Administrative Agent of:


 


(i)          a
certificate of the secretary or assistant secretary of each Loan Party, attaching and certifying copies of such Loan Party’s
Organization Documents and resolutions of its board of directors (or equivalent governing body), 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; and


 


(ii)         certified
copies of the articles or certificate of incorporation, 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.


 




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(c)          Opinions
of Counsel. Receipt by the Administrative Agent of favorable written opinions of counsel to the Loan Parties addressed to the
Administrative Agent, the 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.


 


(d)          Officer’s
Closing Certificate. Receipt by the Administrative Agent of a certificate, dated the Effective Date and signed by a Responsible
Officer, certifying that after giving effect to the funding of the Term Loan and any Revolving Loans on the Effective Date, the
conditions specified in Section 3.1(f) and (k) and Sections 3.2(a) and (b) are satisfied as of the
Effective Date.


 


(e)          Sources
and Uses. Receipt by the Administrative Agent of a duly executed funds disbursement agreement, together with a report setting
forth the sources and uses of the proceeds hereof.


 


(f)          Required
Consents and Approvals. The Loan Parties shall have received all consents (including Hart-Scott-Rodino clearance and other
necessary governmental consents), approvals, authorizations, registrations and filings and orders (if any) required to be made
or obtained under any applicable Law, the Organization Documents of any Loan Party or by any Contractual Obligation of any Loan
Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the
transactions contemplated thereby, the failure to obtain any of which could reasonably be expected to result in a Material Adverse
Effect, 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 Loan
Documents or any other transaction being financed with the proceeds thereof shall be ongoing.


 


(g)          Solvency.
Receipt by the Administrative Agent of a certificate, dated the Effective Date and signed by the chief financial officer or president
of the Borrower, confirming that the Borrower and its Subsidiaries on a consolidated basis are Solvent before and after giving
effect to the funding of the Term Loan and any Revolving Loans on the Effective Date and the consummation of the other transactions
contemplated herein.


 


(h)          Insurance.
Receipt by the Administrative Agent of certificates of insurance issued on behalf of insurers of the Loan Parties, describing in
reasonable detail the types and amounts of insurance (property and liability) maintained by the Loan Parties, and endorsements
naming the Administrative Agent as additional insured on liability policies and lender loss payee on property and casualty policies.


 


(i)          Personal
Property Collateral. Receipt by the Administrative Agent of each of the following:


 


(i)          Searches
of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party and each other jurisdiction where each Loan
Party owns real property;


 


(ii)         Uniform
Commercial Code financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s reasonable
discretion, to perfect the Administrative Agent’s security interest in the Collateral;


 


(iii)       All
certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge and Security
Agreement, together with duly executed in blank, undated stock powers attached thereto (unless, with respect to the pledged Capital
Stock of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion
under the Law of the jurisdiction of organization of such Person);


 




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(iv)        Searches
of ownership of, and Liens on, United States registered intellectual property owned by each Loan Party in the appropriate governmental
offices;


 


(v)         Duly
executed notices of grant of security interest in the form required by any security agreement as are necessary, in the Administrative
Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in the United States registered
intellectual property owned by the Loan Parties (if and to the extent perfection may be achieved in the United States Patent and
Trademark Office or the United States Copyright Office by such filings); and


 


(vi)        in
the case of any personal property Collateral located at 3325 Bartlett Blvd., Orlando, Florida 32811-6428, a duly executed landlord
waiver in form and substance satisfactory to the Administrative Agent.


 


(j)          Patriot
Act; Anti-Money Laundering Laws. Provide all documentation and other information that the Administrative Agent or such Lender
requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering
rules and regulations, including the Patriot Act.


 


(k)          Litigation.
Since the date of the Audited Financial Statements, there is no litigation, investigation or proceeding of or before any arbitrators
or Governmental Authorities is pending against or, to the knowledge of any Responsible Officer of the Loan Parties, threatened
against or affecting the Borrower or any of its Subsidiaries that has had or could reasonably be expected to have, either individually
or in the aggregate, a Material Adverse Effect.


 


(l)          Execution
Affidavits. Receipt by the Administrative Agent of execution affidavits or other evidence as the Administrative Agent may reasonably
request in order to establish that either (i) all of the Loan Documents have been executed by the Loan Parties outside of the State
of Florida and delivered to the Administrative Agent (or its agent) outside of the State of Florida or (ii) all applicable documentary
taxes have been paid.


 


(m)         Financial
Statements. The Administrative Agent shall have received the Audited Financial Statements.


 


(n)          Capital
Leases. With respect to the Capital Lease Obligations identified by the Loan Parties to the Administrative Agent as being (or
to be) repaid in full using proceeds of the Term Loan, the Loan Parties shall have either (i) repaid such Capital Lease Obligations
or (ii) delivered to the Administrative Agent executed payoff letters from the holders of such Capital Lease Obligations that provide
final payoff amounts and assurances that Liens related to such Capital Obligations will be released upon payment of such payoff
amounts (with such repayment to occur within ten (10) Business Days following the Effective Date or such later date as the Administrative
Agent may agree in its sole discretion). Proceeds of the Term Loan that are to be used by the Borrower and its Subsidiaries to
repay Capital Lease Obligations after the Effective Date as provided in the foregoing clause (ii) shall be held in a cash
collateral account maintained with the Administrative Agent until such times as such proceeds are disbursed for payment of the
applicable Capital Lease Obligation(s).


 


(o)          Exiting
Lender Letter. The Administrative Agent shall have received a duly executed exiting lender letter, in form and substance reasonably
satisfactory to the Administrative Agent, from each lender under the Original Credit Agreement that is not a Lender under this
Agreement.


 




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(p)          Fees
and Expenses. The Administrative Agent shall have received payment of all fees, expenses and other amounts due and payable
on or prior to the Effective Date, including without limitation reimbursement or payment of all out-of-pocket expenses of the Administrative
Agent and the Arranger (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 Arranger.


 


Without limiting the
generality of the provisions of Section 3.1, for purposes of determining compliance with the conditions specified in this
Section 3.1, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved or accepted or
to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory
to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Effective Date specifying
its objection thereto.


 


Section 3.2.          Each
Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing and of the Issuing Bank to issue,
amend, renew or extend any Letter of Credit is subject to 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 an Material Adverse
Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) on and
as of the date of such Borrowing or the date of issuance, amendment, extension or renewal of such Letter of Credit, in each case
before and after giving effect thereto, except to the extent that such representations and warranties specifically refer to an
earlier date, in which case they 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, on and as of the date of such Borrowing or the date of issuance, amendment, extension
or renewal of such Letter of Credit, in each case before and after giving effect thereto) as of such earlier date;


 


(c)          the
Borrower shall have delivered the required Notice of Borrowing;


 


(d)          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 Required Lenders; and


 


(e)          if
any Lender is a Defaulting Lender at the time of any request by the Borrower of a Borrowing of a Swingline Loan or the issuance,
amendment, renewal or extension of a Letter of Credit, as applicable, set forth in this Section 3.2, the Issuing Bank will
not be required to issue, amend or increase any Letter of Credit and the Swingline Lender will not be required to make any Swingline
Loans, unless they are satisfied that 100% of the related LC Exposure and Swingline Exposure is fully covered or eliminated pursuant
to Section 2.26.


 


Each Borrowing and
each issuance, amendment, extension or renewal 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 paragraphs (a) and (b) of this Section 3.2.


 




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Section 3.3.          Delivery
of Documents. All of the Loan Documents, certificates, legal opinions and other documents and papers referred to in
this Article III, 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 to
the Administrative Agent and each Lender as follows:


 


Section 4.1.          Existence;
Power. The Borrower and each of its Subsidiaries (a) 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, (b) has all requisite power and
authority to carry on its business as now conducted, and (c) 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 and in good standing would not reasonably be expected
to result in a Material Adverse Effect.


 


Section 4.2.          Organizational
Power; Authorization; Enforceability. The execution, delivery and performance by each Loan Party of the Loan 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 each Loan Party,
and constitutes, and each other Loan Document to which any Loan Party is party, when executed and delivered by such Loan Party,
will constitute a legal, valid and binding obligation of each Loan Party, enforceable against such Loan Party party thereto, 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.


 


Section 4.3.          Approvals;
Consents; No Conflicts. The execution, delivery and performance by each Loan Party of this Agreement, and by each Loan Party
of the other Loan 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 or any other Person, except (i) those as have been obtained or made and are in full
force and effect and (ii) filings necessary to perfect and maintain the perfection of the Liens created by the Collateral Documents,
(b) will not violate the Organization Documents of any Loan Party or any 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 indenture,
material agreement or other material instrument binding on 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.


 


Section 4.4.          Financial
Statements. The Borrower has furnished to each Lender (a) the Audited Financial Statements and (b) the Interim Financial Statements.
Such 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 statements referred to in clause (b), (c) the financial statements
delivered pursuant to Section 5.1(a) and (b) have been prepared in accordance with GAAP and present fairly (on the
basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and
cash flows of the Borrower and its Subsidiaries as of the dates thereof and for the periods covered thereby, and (d) since the
date of the Audited Financial Statements, there have been no changes with respect to the Borrower and its Subsidiaries which have
had or could reasonably be expected to have, singly or in the aggregate, a Material Adverse Effect.


 




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Section 4.5.          Litigation
and Environmental Matters.


 


(a)          No
litigation, investigation, criminal prosecution, civil investigative demand, imposition of criminal or civil penalties or proceeding
of or before any arbitrators or Governmental Authorities is pending against or, to the knowledge of any Responsible Officer of
the Loan Parties, threatened against or affecting the Borrower or any of its Subsidiaries (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.


 


(b)          Neither
the Borrower nor any of its Subsidiaries (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.


 


Section 4.6.          Compliance
with Laws and Agreements. The Borrower and, to the knowledge of the Responsible Officers of any Loan Party, each Subsidiary
is in compliance with (a) all Laws and all judgments, decrees and orders of any Governmental Authority (including, without limitation,
Medicare Regulations, Medicaid Regulations, HIPAA, 42 U.S.C. Section 1320a-7b and 42 U.S.C. Section 1395nn) 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. Without limiting the generality of the foregoing:


 


(a)          none
of the Borrower or any Subsidiary or any individual employed by the Borrower or any Subsidiary would reasonably be expected to
have criminal culpability or to be excluded from participation in any Medical Reimbursement Program for corporate or individual
actions or failures to act known to the Responsible Officers of any Loan Party where such culpability or exclusion has resulted
or would reasonably be expected to result in a Material Adverse Effect;


 


(b)          no
officer or other member of management of the Borrower or any Subsidiary who may reasonably be expected to have individual culpability
for matters under investigation by the OIG or other Governmental Authority continues to be employed by the Borrower or any Subsidiary
unless such officer or other member of management has been either suspended or removed from positions of responsibility related
to those activities under challenge by the OIG or other Governmental Authority promptly after discovery of such actual or potential
culpability;


 


(c)          current
coding and billing policies, arrangements, protocols and instructions of the Borrower and each Subsidiary comply with requirements
of Medical Reimbursement Programs and are administered by properly trained personnel, except where any such failure to comply would
not reasonably be expected to result in a Material Adverse Effect; and


 


(d)          current
medical director compensation arrangements of the Borrower and each Subsidiary comply with all Laws (including state and federal
anti-kickback, fraud and abuse, and self-referral laws, 42 U.S.C. Section 1320a-7b and 42 U.S.C. Section 1395nn) and all regulations
promulgated under such Laws, except where any such failure to comply would not reasonably be expected to result in a Material Adverse
Effect.


 




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Section 4.7.          No
Default.


 


(a)          Neither
the Borrower nor any Subsidiary is in default under or with respect to any Contractual Obligation that could reasonably be expected
to have a Material Adverse Effect.


 


(b)          No
Default has occurred and is continuing.


 


Section 4.8.          Investment
Company Act, Etc. 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, or (b) otherwise subject to any other regulatory scheme limiting its ability to incur debt or requiring any
approval or consent from or registration or filing with, any Governmental Authority in connection therewith.


 


Section 4.9.          Taxes.
The Borrower and its Subsidiaries and each other Person for whose taxes the Borrower or any Subsidiary could become liable have
timely filed or caused to be filed all federal, state and other material tax returns required to be filed by them, and have paid
all federal, state and other material taxes shown to be due and payable on such returns or on any assessments made against it or
its property and all other material 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 or such
Subsidiary, 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 and its Subsidiaries in respect of such taxes are adequate, and no tax liabilities that could
be materially in excess of the amount so provided are anticipated.


 


Section 4.10.         Margin
Regulations. Neither the Borrower nor any of its Subsidiaries is engaged, principally or as one of its important activities,
in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Federal Reserve Board),
or extending credit for the purpose of purchasing or carrying margin stock. Following the application of the proceeds of each Borrowing
or drawing under each Letter of Credit, not more than twenty-five percent (25%) of the value of the assets (either of the Borrower
only or of the Borrower and its Subsidiaries on a consolidated basis) subject to the provisions of Section 7.2 or Section
7.3 or subject to any restriction contained in any agreement or instrument between the Borrower and any Lender or any Affiliate
of any Lender relating to Indebtedness and within the scope of Section 8.1(f) will be margin stock.


 


Section 4.11.         ERISA.
No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which
liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value
of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Standards
No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of
the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions
used for purposes of Statement of Financial Standards No. 87) did not, as of the date of the most recent financial statements reflecting
such amounts, exceed the fair market value of the assets of all such underfunded Plans.


 


Section 4.12.         Ownership
of Property.


 


(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 Audited Financial Statements or the most
recent audited consolidated balance sheet of the Borrower delivered pursuant to Section 5.1(a) or purported to have been
acquired by the Borrower or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business),
in each case free and clear of Liens not permitted 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.


 




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(b)          Each
of the Borrower and its Subsidiaries 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 and
its Subsidiaries 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.


 


Section 4.13.         Intellectual
Property; Licenses, Etc. The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service
marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively,
“IP Rights”) that are reasonably necessary for the operation of their respective businesses. Set forth on Schedule
4.13 is a list of (i) all IP Rights registered or pending registration with the United States Copyright Office or the United
States Patent and Trademark Office that as of the Effective Date a Loan Party owns and (ii) all licenses of IP Rights registered
with the United States Copyright Office or the United States Patent and Trademark Office as of the Effective Date. Except for such
claims and infringements that could not reasonably be expected to have a Material Adverse Effect, no claim has been asserted and
is pending by any Person challenging or questioning the use of any IP Rights or the validity or effectiveness of any IP Rights,
nor does any Responsible Officer of any Loan Party know of any such claim, and, to the knowledge of the Responsible Officers of
the Loan Parties, the use of any IP Rights by the Borrower or any Subsidiary, the granting of a right or a license in respect of
any IP Rights from the Borrower or any Subsidiary or any slogan or other advertising device, product, process, method, substance,
part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary does not infringe on
any rights of any other Person. As of the Effective Date, none of the IP Rights owned by any Loan Party is subject to any licensing
agreement or similar arrangement except as set forth on Schedule 4.13.


 


Section 4.14.         Disclosure.
Each Loan Party has disclosed to the Lenders all agreements, instruments, and corporate or other restrictions to which it or any
of its Subsidiaries is subject, and all other matters known to any of them, that, individually or in the aggregate, could reasonably
be expected to result in a Material Adverse Effect. Neither the Information Memorandum nor any of the reports (including without
limitation all reports that any Loan Party is required to file with the SEC), financial statements, certificates or other information
furnished by or on behalf of any Loan Party 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.


 




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Section 4.15.         Labor
Relations. There are no strikes, lockouts or other material labor disputes or grievances against the Borrower or any of its
Subsidiaries, or, to the knowledge of a Responsible Officer of any Loan Party, threatened against or affecting the Borrower or
any of its Subsidiaries, and no significant unfair labor practice, charges or grievances are pending against the Borrower or any
of its Subsidiaries, or to the knowledge of a Responsible Officer of any Loan Party, threatened against any of them before any
Governmental Authority. All payments due from the Borrower or any of its Subsidiaries pursuant to the provisions of any collective
bargaining agreement have been paid or accrued as a liability on the books of the Borrower or any such Subsidiary, except where
the failure to do so could not reasonably be expected to have a Material Adverse Effect.


 


Section 4.16.          Ownership;
Subsidiaries. Schedule 4.16 sets forth (a) the name of, the owner of, the jurisdiction of incorporation or organization
of, and the type of, the Borrower and each Subsidiary and identifies each Subsidiary that is a Loan Party, in each case as of the
Effective Date and (b) the authorized Capital Stock of the Borrower and each of its Subsidiaries as of the Effective Date. All
issued and outstanding Capital Stock of the Borrower and each of its Subsidiaries is duly authorized and validly issued, fully
paid, non-assessable, as applicable, and free and clear of all Liens other than, in the case of the issued and outstanding Capital
Stock of each of the Borrower’s Subsidiaries, those in favor of the Administrative Agent, for the benefit of the holders
of the Obligations. All such securities were issued in compliance with all applicable state and federal Laws concerning the issuance
of securities. As of the Effective Date, all of the issued and outstanding Capital Stock of the Borrower and each of the Subsidiaries
is owned by the Persons and in the amounts set forth on Schedule 4.16. Except as set forth on Schedule 4.16, there
are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings
for the purchase or acquisition of any Capital Stock of the Borrower or any of its Subsidiaries.


 


Section 4.17.          Solvency.
After giving effect to the execution and delivery of the Loan Documents, the making of the Loans under this Agreement, the Borrower
and its Subsidiaries are Solvent on a consolidated basis.


 


Section 4.18.         Business
Locations; Taxpayer Identification Number. Set forth on Schedule 4.18-1 is a list of all real property located in the
United States that is owned or leased by any Loan Party as of the Effective Date (identifying whether such real property is owned
or leased and which Loan Party owns or leases such real property). Set forth on Schedule 4.18-2 is the chief executive office,
U.S. tax payer identification number and organizational identification number of each Loan Party as of the Effective Date. The
exact legal name and state of organization of each Loan Party as of the Effective Date is as set forth on the signature pages hereto.
Set forth on Schedule 4.18-3 is each location where assets of any Loan Party are located as of the Effective Date. Except
as set forth on Schedule 4.18-4, no Loan Party has during the five years preceding the Effective Date (i) changed its legal
name, (ii) changed its state of formation, or (iii) been party to a merger, consolidation or other change in structure.


 


Section 4.19.          OFAC.
No Loan Party (a) is a person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of
Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to
Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (b) engages in any dealings or transactions prohibited by Section 2 of
such executive order, or is otherwise associated with any such person in any manner violative of Section 2, or (c) is a person
on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other
U.S. Department of Treasury’s Office of Foreign Assets Control regulation or executive order.


 


Section 4.20.          Patriot
Act. Each Loan Party is in compliance, in all material respects, with (a) the Trading with the Enemy Act, as amended, and each
of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended)
and any other enabling legislation or executive order relating thereto, and (b) the Uniting And Strengthening America By Providing
Appropriate Tools Required To Intercept And Obstruct Terrorism (USA Patriot Act of 2001).


 




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No part of the proceeds of the Loans will
be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political
party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business
or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.


 


Section 4.21.          Anti-Money
Laundering Laws. None of the Loan Parties or any of their Affiliates (a) is under investigation by any Governmental Authority
for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money
laundering predicate crimes under any applicable Law (collectively, “Anti-Money Laundering Laws”), (b) has been
assessed civil penalties under any Anti-Money Laundering Laws or (c) has had any of its funds seized or forfeited in an action
under any Anti-Money Laundering Laws. Each Loan Party has taken reasonable measures appropriate to the circumstances (in any event
as required by applicable Law), to ensure that such Loan Party and its Subsidiaries each is and will continue to be in compliance
with all applicable current and future Anti-Money Laundering Laws.


 


Section 4.22.          Perfection
of Security Interests in the Collateral. The Collateral Documents create valid security interests in, and Liens on, the Collateral
purported to be covered thereby, which security interests and Liens are currently perfected security interests and Liens, in each
case prior to all other Liens other than Permitted Encumbrances.


 


Section 4.23.          Use
of Proceeds. The proceeds of the Credit Extensions shall be used for a purpose permitted by Section 5.9.


 


Section 4.24.          Nature
of Business. The character of the business of each Loan Party shall not be altered in any material respect from that conducted
as of the Effective Date and similar or related businesses.


 


Section 4.25.          No
Other Broker’s Fees. None of the Borrower or any of its Subsidiaries owes to any Person other than the Lenders and their
affiliates, or otherwise has any obligation in respect of any finder’s fees, broker’s fees, investment banker’s
fees or other similar fees in connection with the transactions contemplated in this Agreement and the other Loan Documents.


 


Section 4.26.          Holding
Company Status. The Borrower is not a holding company, or a subsidiary or affiliate of a holding company or a public utility,
within the meaning of the Public Utility Holding Company Act of 1935, as amended, or a public utility within the meaning of the
Federal Power Act, as amended.


 


Section 4.27.          Reimbursement
from Medical Reimbursement Programs. The Receivables of the Borrower and each Subsidiary have been adjusted in all material
respects to reflect the requirements of all Laws and reimbursement policies (both those most recently published in writing as well
as those not in writing that have been verbally communicated) of any applicable Medical Reimbursement Program (including Medicare,
Medicaid, Blue Cross/Blue Shield, private insurance companies, health maintenance organizations, preferred provider organizations,
alternative delivery systems, managed care systems, government contracting agencies and other third party payors). Without limiting
the generality of the foregoing, Receivables of the Borrower and each Subsidiary relating to any Medical Reimbursement Program
do not exceed amounts the Borrower or any Subsidiary is entitled to receive under any capitation arrangement, fee schedule, discount
formula, cost-based reimbursement or other adjustment or limitation to its usual charges, in each case to the extent it would not
reasonably be expected to have a Material Adverse Effect.


 




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Section 4.28.          Licensing
and Accreditation. Except to the extent it would not reasonably be expected to have a Material Adverse Effect, each of the
Borrower and its Subsidiaries has, to the extent applicable: (a) obtained (or been duly assigned) all required certificates of
need or determinations of need as required by the relevant state Governmental Authority for the acquisition, construction, expansion
of, investment in or operation of its businesses as currently operated, (b) obtained and maintains in good standing all required
licenses, permits, authorizations, registrations and approvals of each Governmental Authority necessary to the conduct of its business;
(c) obtained and maintains in good standing accreditation from one or more CMS-approved deemed accreditation organizations; (d)
entered into and maintains in good standing its Medicare Supplier Agreements and Medicaid Supplier Agreements; and (e) ensured
that all such required licenses, certifications and accreditations are in full force and effect on the date hereof and have not
been revoked or suspended or otherwise limited.


 


ARTICLE V


 


AFFIRMATIVE COVENANTS


 


Each Loan Party covenants
and agrees that so long as any Lender has a Commitment hereunder, any Obligation remains unpaid or outstanding, or any Letter of
Credit shall remain outstanding, such Loan Party shall and shall cause each Subsidiary to:


 


Section 5.1.          Financial
Statements and Other Information. Deliver to the Administrative Agent and each Lender:


 


(a)          as
soon as available and in any event within one hundred fifty (150) days after the end of each Fiscal Year, a copy of the annual
audited report for such Fiscal Year for the Borrower and its Subsidiaries, containing a consolidated balance sheet of the Borrower
and its Subsidiaries 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 and its Subsidiaries for such Fiscal Year, setting forth in
each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and reported on by CliftonLarsonAllen
LLP, Certified Public Accountants, or other independent public accountants reasonably acceptable to the Administrative Agent (without
a “going concern” or like qualification, exception or explanation and without any qualification or exception as to
scope of such audit) to the effect that such financial statements present fairly in all material respects the financial condition
and the results of operations of the Borrower and its Subsidiaries 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;


 


(b)          as
soon as available and in any event (i) within forty-five (45) days after the end of each of the first three Fiscal Quarters of
each Fiscal Year and (ii) within sixty (60) days after the end of the last Fiscal Quarter of each Fiscal Year, an unaudited consolidated
balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and the related unaudited consolidated
statements of income or operations, changes in stockholders’ equity and cash flows of the Borrower and its Subsidiaries 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 quarter and the corresponding portion of Borrower’s previous Fiscal Year, all in reasonable detail
and prepared in accordance with GAAP, such consolidated statements to be certified by the chief executive officer, chief financial
officer, treasurer or controller of the Borrower as presenting fairly the financial condition, results of operations, stockholders’
equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year- end audit adjustments
and the absence of footnotes


 




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


 


(d)          concurrently
with the delivery of the financial statements referred to in clauses (a) and (b) above, 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, (ii) setting forth in
reasonable detail calculations demonstrating compliance with the financial covenants set forth in Article VI, and (iii)
stating whether any change in GAAP or the application thereof has occurred since the date of the Audited Financial Statements,
and if any change has occurred, specifying the effect of such change on the financial statements accompanying such Compliance Certificate;


 


(e)          as
soon as available and in any event within thirty (30) days after the end of the Fiscal Year, a pro forma budget for the succeeding
Fiscal Year, containing an income statement, balance sheet and statement of cash flow shown on a monthly basis;


 


(f)          promptly
after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed
with the SEC, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case
may be; and


 


(g)          promptly
following any request therefor, such other information regarding the results of operations, business affairs and financial condition
of the Borrower or any Subsidiary as the Administrative Agent or any Lender may reasonably request.


 


If at any time the
Borrower is required to file periodic reports under Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended,
Borrower may satisfy its obligation to deliver the financial statements referred to in clauses (a) and (b) above by delivering
such financial statements by electronic mail to such e-mail addresses as the Administrative Agent and Lenders shall have provided
to Borrower from time to time.


 


Section 5.2.          Notices
of Material Events. Furnish to the Administrative Agent and each Lender prompt written notice of the following:


 


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


 


(b)          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 or any Subsidiary which, if adversely determined,
could reasonably be expected to result in a Material Adverse Effect;


 


(c)          the
occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) 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, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental
Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually
or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;


 




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(d)          the
occurrence of any ERISA Event that alone, or together with any other ERISA Events that have occurred, could reasonably be expected
to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $500,000;


 


(e)          the
occurrence of any default or event of default, or the receipt by 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;


 


(f)          (i)
the institution of any investigation, review or proceeding against the Borrower or any of its Subsidiaries to suspend, revoke or
terminate (or that would reasonably be expected to result in the suspension, revocation or termination of) any Medicare Supplier
Agreement, Medicaid Supplier Agreement or agreement or participation with a Medical Reimbursement Program, (ii) the institution
of any investigation, review or proceeding against the Borrower or any of its Subsidiaries or (iii) any notice of loss or threatened
loss of any participation under any Medical Reimbursement Program; and


 


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


 


(h)          Each
notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer setting forth
the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.


 


Section 5.3.          Existence;
Conduct of Business.


 


(a)          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 5.3 shall prohibit any merger, consolidation, liquidation or dissolution
permitted under Section 7.3; and


 


(b)          Engage
in the business of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses reasonably related
thereto.


 


Section 5.4.          Compliance
with Laws, Etc. Except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, maintain
their respective business operations and property owned or used in connection therewith in compliance with (i) all applicable Laws,
regulations, rules, guidelines, ordinances, decrees, orders and other Requirements of Law, including (but only to the extent applicable)
Titles XVIII and XIX of the Social Security Act, HIPAA, Medicare Regulations, Medicaid Regulations, all Environmental Laws, ERISA
and OSHA, and (ii) all material agreements, licenses, accreditations, franchises, indentures, deeds of trust, mortgages and other
Contractual Obligations, including (but only to the extent applicable), all Medical Reimbursement Programs, to which any of the
Borrower or any Subsidiary are parties or by which any of them or any of their respective properties are bound. Without limiting
the foregoing, the Borrower and each Subsidiary shall ensure that (A) their respective billing policies, arrangements, protocols
and instructions will comply with any applicable reimbursement requirements under Medicaid Regulations and Medicaid Supplier Agreements,
Medicare Regulations and Medicare Supplier Agreements and other Medical Reimbursement Programs, and will be administered by properly
trained personnel, (B) their respective medical director compensation arrangements and other arrangements with referring physician
will comply with applicable state and federal self-referral and anti-kickback laws, including without limitation 42 U.S.C. Section
1320a-7b(b)(1)-(b)(2) and 42 U.S.C. Section 1395nn, and (C) it obtains and maintains all licenses, permits, certifications, registrations
and approvals of all applicable Governmental Authorities and accreditation from a CMS-approved deemed accreditation organization
as are required for the conduct of its business as currently conducted and herein contemplated (including professional licenses,
certificates or determinations of need, Medicare Supplier Agreements and Medicaid Supplier Agreements). To the extent applicable,
the Borrower and each Subsidiary shall make commercially reasonable efforts to implement policies that are consistent with HIPAA.


 




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Section 5.5.          Payment
of Obligations. 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, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto
in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in
a Material Adverse Effect.


 


Section 5.6.          Books
and Records. 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 and its Subsidiaries in conformity with GAAP.


 


Section 5.7.          Visitation,
Inspection, Etc. Permit any representative of the Administrative Agent or any Lender, to visit and inspect its properties,
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, if a
Default or an Event of Default has occurred and is continuing, no prior notice shall be required.


 


Section 5.8.          Maintenance
of Properties; Insurance.


 


(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 not Affiliates of the Borrower, insurance with respect to its properties
and business, and the properties and business of its Subsidiaries, 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;


 


(c)          At
all times shall name Administrative Agent as additional insured on all liability policies and loss payee on all property or casualty
polices of the Borrower and its Subsidiaries (which policies shall be endorsed or otherwise amended to include a customary lender’s
loss payable endorsement and to name the Administrative Agent as additional insured or loss payee, in form and substance reasonably
satisfactory to the Administrative Agent); and


 


(d)          Cause
all Mortgaged Property that constitutes Flood Hazard Property to be covered by flood insurance provided under the National Flood
Insurance Program (or with private insurance endorsed to cause such private insurance to be fully compliant with the federal law
as regards private placement insurance applicable to the National Flood Insurance Program, with financially sound and reputable
insurance companies with an AM Best “A” rating, that are acceptable to the Administrative Agent that are not Affiliates
of the Borrower), in such amounts and with such deductibles as the Administrative Agent may request.


 




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Section 5.9.          Use
of Proceeds and Letters of Credit.


 


(a)          Use
the proceeds of the Working Capital Revolving Loans to finance working capital needs and for other general corporate purposes of
the Borrower and its Subsidiaries; provided that proceeds of Working Capital Revolving Loans shall not be used to finance
Investments (including Permitted Acquisitions).


 


(b)          Use
the proceeds of the Acquisition Revolving Loans to finance Permitted Acquisitions and other Investments permitted under Section
7.4.


 


(c)          Use
the proceeds of the Term Loan to (i) refinance Indebtedness existing on the Effective Date in connection with existing capital
leases in an aggregate principal amount of approximately $19,000,000 and (ii) finance payment of fees and expenses in connection
with the foregoing.


 


(d)          Use
the proceeds of any Incremental Term Loan as provided in the applicable Incremental Term Loan Lender Joinder Agreement.


 


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 Regulations T, U or X. All Letters of Credit will be used for general corporate purposes.


 


Section 5.10.         Additional
Subsidiaries. If any Subsidiary is acquired or formed after the Effective Date, promptly notify the Administrative Agent and
the Lenders thereof and, within twenty (20) Business Days after any such Subsidiary is acquired or formed (or such later date as
may be agreed in writing by the Administrative Agent in its sole discretion), if such Subsidiary is a wholly-owned Domestic Subsidiary,
cause such Subsidiary to become a Guarantor. A Subsidiary shall become an additional Guarantor by executing and delivering to the
Administrative Agent a Guarantor Joinder Agreement in form and substance reasonably satisfactory to the Administrative Agent, accompanied
by (a) all other Loan Documents related thereto, (b) certified copies of Organization Documents, appropriate authorizing resolutions
of the board of directors of such Subsidiaries and (c) such other documents as the Administrative Agent may reasonably request.


 


Section 5.11.         Further
Assurances


 


(a)          Capital
Stock. Cause (i) 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary and (ii) 66% (or such greater
percentage that, due to a Change in Law after the date hereof, (A) could not reasonably be expected to cause the undistributed
earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend
to such Foreign Subsidiary’s United States parent and (B) could not reasonably be expected to cause any adverse tax consequences)
of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100%
of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each
Foreign Subsidiary directly owned by any Loan Party to be subject at all times to a first priority, perfected Lien in favor of
the Administrative Agent, for the benefit of the holders of the Obligations, to secure the Obligations pursuant to the Collateral
Documents (subject to Liens permitted by Section 7.2), and, in connection with the foregoing, deliver to the Administrative
Agent such other documentation as the Administrative Agent may reasonably request including, any filings and deliveries to perfect
such Liens, Organization Documents, resolutions and opinions of counsel all in form, content and scope reasonably satisfactory
to the Administrative Agent.


 




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(b)          Personal
Property. Cause all personal property (other than (i) any Capital Stock which is governed by clause (a) above and (ii)
Excluded Property) owned by each Loan Party to be subject at all times to first priority, perfected Liens in favor of the Administrative
Agent, for the benefit of the holders of the Obligations, to secure the Obligations as required by the Collateral Documents (subject
to Liens permitted by Section 7.2) and, in connection with the foregoing, deliver to the Administrative Agent such other
documentation as the Administrative Agent may reasonably request including filings and deliveries necessary to perfect such Liens,
Organization Documents and resolutions, all in form, content and scope reasonably satisfactory to the Administrative Agent.


 


(c)          Real
Property. Although none of the Loan Parties own in fee real property as of the Effective Date, with respect to all real property
owned in fee acquired after the Effective Date by any Loan Party that is not Excluded Property, deliver to the Administrative Agent
within five (5) Business Days of the acquisition thereof (or such later date as may be agreed in writing by the Administrative
Agent in its sole discretion) a duly executed Mortgage that, when filed, would cause the real property the subject thereof to be
subject at all times to first priority, valid and title insured Liens in favor of the Administrative Agent, for the benefit of
the holders of the Obligations, to secure the Obligations (subject to Liens permitted by Section 7.2). In connection with
the foregoing, deliver to the Administrative Agent such other documentation as the Administrative Agent may reasonably request
including the Real Property Security Documents and favorable opinions of counsel to such Person, all in form, content and scope
reasonably satisfactory to the Administrative Agent.


 


(d)          Landlord’s
Consent with Respect to Borrower’s Headquarters. At the time of entry into or renewal of any lease agreement with respect
to the Borrower’s headquarters, deliver or cause to be delivered to the Administrative Agent estoppel letters, consents and/or
waivers from the landlord of such real property, in each case in form and substance reasonably satisfactory to the Administrative
Agent.


 


Section 5.12.         Depository
Account; Receivables.


 


(a)          Maintain
primary depositary and cash management accounts (i) with the Administrative Agent in a manner reasonably satisfactory to the Administrative
Agent or (ii) with any other Person, provided that such accounts shall be subject to an account control agreement or Sweep Agreement
in form and substance reasonably satisfactory to the Administrative Agent.


 


(b)          Within
sixty (60) days of the Effective Date (or such later date as the Administrative Agent may agree in its sole discretion), cause
all Receivables to be deposited into one or more deposit accounts (with financial institutions reasonably acceptable to the Administrative
Agent) that are subject to agreements (each, a “Sweep Agreement”) between the applicable Loan Party and the
applicable depository bank that require, among other terms reasonably acceptable to the Administrative Agent, all deposits made
into such account or accounts to be transferred (at least two times per week or, upon the reasonable request of the Administrative
Agent to the Borrower, on a daily basis) into another deposit account (with a financial institution reasonably acceptable to the
Administrative Agent) that is subject to a deposit account control agreement with terms reasonably satisfactory to the Administrative
Agent (a “Deposit Account Control Agreement”).


 


(c)          If
an obligor in respect of any Receivable fails to comply with the Loan Parties’ instructions to make payments to an account
subject to a Sweep Agreement, promptly transfer any such payment to an account subject to a Deposit Account Control Agreement.


 




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Section 5.13.         Patriot
Act. Deliver all documentation and other information that the Administrative Agent or such Lender requests from time to time
in order to comply with its ongoing obligations under applicable “know your customer” and Anti-Money Laundering
Laws and regulations, including the Patriot Act.


 


Section 5.14.         Compliance
Program. Maintain a compliance program which is reasonably designed to provide effective internal controls that promote adherence
to and prevent and detect material violations of Laws, including the Medicaid Regulations, Medicare Regulations and HIPAA, and
which includes reasonable monitoring on a regular basis to monitor compliance with the compliance program and with Laws.


 


ARTICLE VI


 


FINANCIAL COVENANTS


 


Each Loan Party covenants
and agrees that so long as any Lender has a Commitment hereunder, any Obligation remains unpaid or outstanding, or any Letter of
Credit shall remain outstanding, no Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly:


 


Section 6.1.          Consolidated
Leverage Ratio. Permit the Consolidated Leverage Ratio as of the end of each Fiscal Quarter, commencing with the Fiscal Quarter
ending June 30, 2014, to be greater than 3:00:1.0.


 


Section 6.2.          Consolidated
Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio as of the end of each Fiscal Quarter to be
less than 1.25:1.0.


 


ARTICLE VII


 


NEGATIVE COVENANTS


 


Each Loan Party covenants
and agrees that so long as any Lender has a Commitment hereunder, any Obligation remains unpaid or outstanding, or any Letter of
Credit shall remain outstanding, no Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly:


 


Section 7.1.          Indebtedness.
Create, incur, assume or suffer to exist any Indebtedness, except:


 


(a)          Indebtedness
created pursuant to the Loan Documents;


 


(b)          Indebtedness
of the Borrower or any Subsidiary existing on the date hereof 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 to Maturity thereof;


 


(c)          Indebtedness
of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets,
including Capital Lease Obligations, not to exceed an aggregate principal amount of (x) with respect to the period from the Effective
Date through September 29, 2015, $5,500,000 at any time outstanding and (y) on September 30, 2015 and at all times thereafter,
$3,500,000 at any time outstanding; provided, that such Indebtedness (i) is incurred prior to or within ninety (90) days
after such acquisition or the completion of such construction or improvements and (ii) when incurred, should not exceed the purchase
price of the asset(s) financed, together with 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 to Maturity thereof;


 




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(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 a Subsidiary that is not a Loan Party shall be subject to Section 7.4;


 


(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 Loan Party shall be subject
to Section 7.4;


 


(f)          Hedging
Obligations permitted by Section 7.9;


 


(g)          unsecured
seller notes issued to the seller, holdback amounts and earn-out obligations in connection with Permitted Acquisitions in an aggregate
principal amount not to exceed $10,000,000, provided that (i) such seller notes are subordinated to the Obligations to an
extent and in a manner acceptable to the Administrative Agent and otherwise have terms and conditions reasonably acceptable to
the Administrative Agent and (ii) the good faith estimate by the Borrower of the maximum aggregate amount of holdback amounts outstanding
at any time shall not exceed the aggregate amount available to be borrowed under the Aggregate Acquisition Revolving Commitments;
provided that the requirement of this clause (ii) shall not apply after the Acquisition Revolving
Commitment Termination Date; and


 


(h)          unsecured
Indebtedness of the Borrower or its Subsidiaries not otherwise contemplated in the foregoing in an aggregate principal amount not
to exceed $1,000,000 at any time outstanding.


 


Section 7.2.          Negative
Pledge. Create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired
or, except:


 


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


 


(b)          Permitted
Encumbrances;


 


(c)          any
Liens on any property or assets of the Borrower or its Subsidiaries existing on the Effective Date set forth on Schedule 7.2;
provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary;


 


(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
ninety (90) days after the acquisition, improvement or completion of the construction 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; and


 


(e)          extensions,
renewals, or replacements of any Lien referred to in paragraphs (a) through (d) of this Section 7.2; 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.


 






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Section 7.3.          Fundamental
Changes; Asset Sales.


 


(a)          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 Guarantor, the Guarantor
shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all
of its assets to any Loan Party and (iv) any Subsidiary (other than a Guarantor) 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, 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)          Make
any Asset Sale unless (i) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous
with consummation of the transaction and shall be in an amount not less than the fair market value of the property disposed of,
(ii) such transaction does not involve the sale or other disposition of a minority equity interest in any Subsidiary, (iii) no
Default or Event of Default has occurred and is continuing both immediately prior to and after giving effect to such Asset Sale,
(v) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable
to other property concurrently being disposed of in a transaction otherwise permitted under this Section 7.3, and (vi)
the aggregate net book value of all of the assets sold or otherwise disposed of by the Borrower and its Subsidiaries in all such
transactions occurring during any fiscal year shall not exceed $2,000,000.


 


Section
7.4.          Investments, Loans, Etc. Make any Investment,
except:


 


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


 


(b)          Cash
Equivalents;


 


(c)          Guarantees
by Borrower or any Subsidiary constituting Indebtedness permitted by Section 7.1;


 


(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 Loan Parties in or to, and Guarantees by Loan Parties of Indebtedness of any Subsidiary
that is not a Guarantor (including all such Investments and Guarantees existing on the Effective Date) shall not exceed $500,000
at any time outstanding;


 


(e)           loans
or advances to employees, officers or directors of the Borrower or any Subsidiary in the ordinary course of business for travel,
relocation and related expenses; provided, that (i) there exists no Default or Event of Default at the time that such loans
or advances are made and (ii) the aggregate amount of all such loans and advances does not exceed $1,000,000 at any time;


 


(f)           Hedging
Transactions permitted by Section 7.9; and


 


(g)          Permitted
Acquisitions.


 




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Section 7.5.           Restricted
Payments. Declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except for (a) dividends
payable by the Borrower solely in shares of any class of its common stock, (b) Restricted Payments made by any Subsidiary to Persons
that own Capital Stock in such Subsidiary, on a pro rata basis according to their respective holdings of the type of Capital Stock
in respect of which such Restricted Payment is being made with any other shareholders if such Subsidiary is not wholly owned by
the Borrower and other wholly owned Subsidiaries and (c) so long as no Default or Event of Default then exists or would result
therefrom, dividends or distributions to redeem, acquire or retire for value or repurchase shares of Capital Stock from current
or former officers, directors, consultants and employees of the Borrower and its Subsidiaries in an amount not to exceed $1,000,000
in any Fiscal Year.


 


Section 7.6.           Transactions
with Affiliates. 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 Loan Parties and (c) any Restricted
Payment permitted by Section 7.5.


 


Section 7.7.           Restrictive
Agreements. 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 Subsidiary 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 Subsidiary 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, to Guarantee Indebtedness of the Borrower
or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; 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 or Capital Lease Obligations permitted by this Agreement so long as such restrictions and conditions apply only to
the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provision in leases restricting
the assignment thereof.


 


Section 7.8.           Sale
and Leaseback Transactions. 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 7.9.           Hedging
Transactions. 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 Subsidiary 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 the 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 7.10.          Legal
Name, State of Formation and Form of Entity. Without providing ten (10) days prior written notice to the Administrative
Agent (or such lesser period as the Administrative Agent may agree), change its name, state of formation or form of organization.


 


Section 7.11.          Amendment
to Material Documents. Amend, modify or waive any of its rights in a manner materially adverse to the Lenders or any Loan Party
under (a) its Organization Documents, (b) other material Contractual Obligations or (c) Sweep Agreements.


 


Section 7.12.          Accounting
Changes. 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 7.13.          Government
Regulation. Be or become subject at any time to any Law, regulation, or list of any Governmental Authority of the United States
(including, without limitation, the OFAC list) that prohibits or limits Lenders or the Administrative Agent from making any advance
or extension of credit to any Loan Party or from otherwise conducting business with the Loan Parties, or (b) fail to provide documentary
and other evidence of the identity of the Loan Parties as may be requested by the Lenders or the Administrative Agent at any time
to enable the Lenders or the Administrative Agent to verify the identity of the Loan Parties or to comply with any applicable
Law or regulation, including, without limitation, Section 326 of the USA Patriot Act of 1 U.S.C. Section 5318.


 


Section 7.14.          Ownership
of Subsidiaries.  Notwithstanding any other provisions of this Agreement to the contrary, (a) permit any Person (other
than the Borrower or any wholly owned Subsidiary) to own any Capital Stock of any Subsidiary, except to qualify directors if required
by applicable Law or (b) permit any Subsidiary to issue or have outstanding any shares of preferred Capital Stock.


 


Section 7.15.          Nature
of Business.  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 thereto.


 


Section 7.16.          Use
of Proceeds.  Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately,
incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit
to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.


 


Section 7.17.          Management
Fees.  Pay any management, consulting or similar fees to any owner, officer, director or employee or Affiliate of
any Loan Party, except that a consulting fee of up to $200,000 may be paid to Ferrer Freeman & Company, LLC by the Borrower
on the Effective Date. For purposes of clarity, this Section 7.17 does not apply to the payment of reasonable compensation
and benefits to officers, directors and employees made in the ordinary course of business in amounts substantially consistent
with historical compensation and benefits.


 


Section 7.18.          Consolidated
Capital Expenditures.  Permit Consolidated Capital Expenditures by the Loan Parties and their Subsidiaries
made in any Fiscal Year to exceed the amounts set forth beside such Fiscal Year below:


 


	 	 	Consolidated Capital	 
	Fiscal Year	 	Expenditures	 
	2014	 	$	28,000,000	 
	2015	 	$	35,000,000	 
	2016	 	$	39,000,000	 
	2017	 	$	42,000,000	 
	2018	 	$	46,000,000	 



 




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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)           any
Loan Party shall fail to pay any principal of any Loan or of any reimbursement obligation in respect of any LC Disbursement made
under Section 2.22(a), 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)           any
Loan Party shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount payable under clause
(a) of this Section 8.1 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 three (3)
Business Days; or


 


(c)           any
representation or warranty made or deemed made by or on behalf of the Borrower or any Subsidiary in or in connection with this
Agreement or any other Loan Document (including the Schedules attached thereto) and 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 when made or deemed made or submitted; or


 


(d)           any
Loan Party shall fail to observe or perform any covenant or agreement contained in Sections 5.1, 5.2, 5.3,
5.8(b), 5.8(c), 5.8(d), 5.9, 5.12, 5.13 or 5.14 (with respect to any Loan Party’s
existence) or Articles 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 clauses (a), (b) and (d) above) or any other Loan Document or related to any Bank Product Obligation, and such failure shall
remain unremedied for thirty (30) days after the earlier of (i) any officer of any Loan Party becomes aware of such failure, or
(ii) written notice thereof shall have been given to any Loan Party by the Administrative Agent or any Lender; or


 


(f)           the
Borrower or any Subsidiary (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 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 Material Indebtedness; or any other
event shall occur or condition shall exist under any agreement or instrument relating to such 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 Material Indebtedness; or any such 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 Material Indebtedness shall be
required to be made, in each case prior to the stated maturity thereof; or


 




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(g)           the
Borrower or any Subsidiary 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 clause (i) of this Section 8.1, (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 Subsidiary 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 Subsidiary or for a substantial part of its assets,
and in any such case, such proceeding or petition shall remain undismissed for a period of sixty (60) days or an order or decree
approving or ordering any of the foregoing shall be entered; or


 


(i)           the
Borrower or any Subsidiary 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)           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 the Subsidiaries in an aggregate amount
exceeding $750,000; or


 


(k)           any
judgment or order for the payment of money in excess of $750,000, individually or in the aggregate, shall be rendered against the
Borrower or any Subsidiary, 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 thirty (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


 


(l)           any
non-monetary judgment or order shall be rendered against the Borrower or any Subsidiary that could reasonably be expected to have
a Material Adverse Effect, and there shall be a period of thirty (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)           Mr.
Stephen P. Griggs (or, upon his death or incapacity a replacement appointed within sixty (60) days who is acceptable to the Required
Lenders in their reasonable discretion) ceases to be the President and Chief Executive Officer of the Borrower with management
responsibilities customarily held by a President and Chief Executive Officer in the Borrower’s industry (it being understood
that in the event of the death or incapacity of Mr. Stephen P. Griggs an Event of Default shall not arise under this clause
(n) unless such sixty (60) day period expires without such an acceptable replacement being appointed; or


 




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(o)           any
Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder
or satisfaction in full of all the Obligations, ceases to be in full force and effect or ceases to give the Administrative Agent
any material part of the Liens purported to be created thereby; or any Loan Party or any other Person contests in any manner the
validity or enforceability of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under
any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or


 


(p)           there
shall occur, in the Required Lender’s reasonable determination, an event or condition that has had or could reasonably be
expected to have a Material Adverse Effect; or


 


(q)           any
Lien purported to be created under any Collateral Document shall cease to be, or shall be asserted by any Loan Party or any Affiliate
of any Loan Party not to be, a valid and perfected Lien on any Collateral (other than immaterial Collateral), with the priority
required by the applicable Collateral Document; or


 


(r)           the
loss, suspension or revocation of, or failure to renew, any registrations, licenses, permits, authorizations or clearances now
held or hereafter acquired by the Borrower or any other Loan Party, if such loss, suspension, revocation or failure to renew could
reasonably be expected to have a Material Adverse Effect; or


 


(s)           funds
in any account subject to a Sweep Agreement cease to be swept in the manner required by such Sweep Agreement and such cessation
continues for three (3) Business Days; or


 


(t)           there
occurs an Exclusion Event which has had or would reasonably be expected to have a Material Adverse Effect,


 


then, and in every such
event (other than an event with respect to the Borrower described in clause (g) or (h) of this Section 8.1) 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; and that, if an Event
of Default specified in either clause (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 Funds.


 


After the exercise
of remedies provided for in Section 8.1 (or immediately after an Event of Default specified in either clause (g) or (h)
of Section 8.1), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the
following order:


 


(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;


 




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(b)           second,
to the fees and other reimbursable expenses of the Administrative Agent and the Issuing Bank 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 due and payable under Sections 2.14(b) and (c) of this Agreement 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 Term Loan and all then existing Incremental Term Loans on a ratable basis,
the aggregate outstanding principal amount of the Revolving Loans, the LC Exposure, the Net Mark-to-Market Exposure and the Bank
Product Obligations of the Borrower and its Subsidiaries, until the same shall have been paid in full, allocated pro rata among
any Lender, any Lender-Related Hedge Provider and any Bank Product Provider, based on their respective Pro Rata Shares of the aggregate
amount of such Term Loans, Incremental Term Loans, Revolving Loans, LC Exposure, Net Mark-to-Market Exposure (to the extent secured
by Liens) and Bank Product Obligations;


 


(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 equal to 102% of the LC Exposure after giving effect
to the foregoing clause fifth; and 


 


(g)           to
the extent any proceeds remain, to the Borrower or other parties lawfully entitled thereto.


 


All amounts allocated
pursuant to the foregoing clauses third through sixth 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 clause 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 Bank and the Revolving Loan Lenders as cash collateral for the LC Exposure, such account to be administered
in accordance with Section 2.22(g).


 


Excluded Swap Obligations
with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments
shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above
in this Section.


 


Notwithstanding the
foregoing, Hedging Obligations and Bank Product Obligations may be excluded from the application described above without any liability
to the Administrative Agent, if the Administrative Agent has not received written notice, together with such supporting documentation
as the Administrative Agent may request, from the applicable Lender-Related Hedge Provider or Bank Product Provider. Each Lender-Related
Hedge Provider and Bank Product Provider not a party to this Credit Agreement 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 for itself and its Affiliates as if a “Lender” party hereto.


 




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ARTICLE IX


 


THE ADMINISTRATIVE AGENT


 


Section 9.1.          Appointment
of Administrative Agent.


 


(a)           Each
Lender and the Issuing Bank 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 or attorney-in-fact and the Related Parties of the Administrative Agent, any such sub-agent
and any such attorney-in-fact and shall apply to their respective activities in connection with the syndication of the credit facilities
provided for herein as well as activities as Administrative Agent and all provisions of this Article IX and Article XI
(including Section 11.3(b), as though such co- agents, sub-agents and attorneys-in-fact were the “administrative agent”
under the Loan Documents) as if set forth in full herein with respect thereto.


 


(b)           The
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 the Issuing Bank with respect thereto; provided that the 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 the 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 the Issuing Bank with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect
to the Issuing Bank.


 


Section 9.2.           Nature
of Duties of 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 11.2), 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 11.2) or in the absence of its own gross negligence or willful misconduct
as determined by a final, non-appealable judgment by a court of competent jurisdiction. The Administrative Agent shall not be responsible
for the negligence or misconduct of any sub-agents or attorneys-in-fact selected by it with reasonable care. 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
or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of any Loan
Document or any other agreement, instrument or document, 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 Bank acknowledges that it
has, independently and without reliance upon the Administrative Agent, the Issuing Bank or any other Lender or any of their Related
Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to
enter into this Agreement. Each of the Lenders, the Swingline Lender and the Issuing Bank also acknowledges that it will, independently
and without reliance upon the Administrative Agent, the 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.


 


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 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. In determining compliance with any condition hereunder to the making of a Loan,
or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the Issuing Bank,
the Administrative Agent may presume that such condition is satisfactory to such Lender or the Issuing Bank unless the Administrative
Agent shall have received notice to the contrary from such Lender or the Issuing Bank prior to the making of such Loan or the issuance
of such Letter of Credit. The Administrative Agent may consult with legal counsel (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.


 




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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 SunTrust
Bank serving as Administrative Agent in its individual capacity. The bank acting as the Administrative Agent and its Affiliates
may accept deposits from, lend money to, act as the financial advisor or any other advisory capacity for 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 and without any duty to account therefor to the Lenders.


 


Section 9.7.           Successor
Administrative Agent.


 


(a)           The
Administrative Agent may resign at any time by giving written 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 and the Issuing Bank, 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 forty-five (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 forty-fifth (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 (except that in the case of any Collateral held by the Administrative Agent on behalf of the Lenders or the
Issuing Bank under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such Collateral until such
time as a successor Administrative Agent is appointed) 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
IX and Section 11.3 shall continue in effect for the benefit of such retiring Administrative Agent, its representatives
and agents and their Related Parties 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 or Event
of Default has arisen from a failure of the Borrower to comply with Section 2.26(b), then the Issuing Bank and the Swingline
Lender may, upon prior written notice to the Borrower and the Administrative Agent, resign as Issuing Bank or as Swingline Lender,
as the case may be, effective at the close of business on a date specified in such notice (which date may not be less than five
(5) Business Days after the date of such notice); provided that such resignation by the Issuing Bank will have no effect
on the validity or enforceability of any Letter of Credit then outstanding or on the obligations of the Borrower or any Lender
under this Agreement with respect to any such outstanding Letter of Credit or otherwise to the Issuing Bank; and provided,
further, that such resignation of the Swingline Lender will have no effect on its rights in respect of any outstanding Swingline
Loans or on the obligations of the Borrower or any Lender under this Agreement with respect to any such outstanding Swingline Loan.


 




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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.


 


Section 9.9.           Benefits
of Article IX. None of the provisions of this Article IX shall inure to the benefit of the Borrower (other than the
second sentence of Section 9.7(a)) or of any Person other than Administrative Agent and each of the Lenders and their respective
successors and permitted assigns. Accordingly, neither the Borrower (other than the second sentence of Section 9.7(a)) nor
any Person other than Administrative Agent and the Lenders (and their respective successors and permitted assigns) shall be entitled
to rely upon, or to raise as a defense, the failure of the Administrative Agent or any Lenders to comply with the provisions of
this Article IX.


 


Section 9.10.             Administrative
Agent May File Proofs of Claim.


 


(a)           In
case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition
or like proceeding 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 arising under the Loan Documents 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 Bank and the Administrative Agent (including
any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Bank and the Administrative
Agent and its agents and counsel and all other amounts due the Lenders, the Issuing Bank and the Administrative Agent under Section
11.3) 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 the 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 Bank, 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 11.3.


 




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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
the Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of
any Lender or the Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of any Lender or the Issuing
Bank in any such proceeding.


 


Section 9.11.           Titled
Agents. Each Lender and each Loan Party hereby agrees that any Documentation Agent or Syndication Agent designated hereunder
shall have no duties or obligations under any Loan Documents to any Lender or any Loan Party.


 


Section 9.12.           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 9.13.           Collateral
and Guaranty Matters. The Lenders and the Issuing Bank irrevocably authorize the Administrative Agent, at its option and in
its reasonable discretion,


 


(a)           to
release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination or
expiration of the Aggregate Revolving Commitments and payment in full of the Obligations (other than (x) contingent indemnification
obligations for which no claim has been asserted, (y) all Hedging Obligations or Bank Product Obligations that are not then due
and payable) and (z) the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements
satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (ii) that is transferred or to be transferred
as part of or in connection with any disposition permitted hereunder or under any other Loan Document, or (iii) as approved in
accordance with Section 11.2;


 


(b)           to
subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any
Lien on such property that is permitted by Section 7.2(d); and


 


(c)           to
release any guarantor from its obligations under the Guaranty and Security Agreement 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
or subordinate its interest in particular types or items of property, or to release any guarantor from its obligations under this
Agreement, pursuant to this Section 9.13. 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 9.14.           Hedging
Obligations and Bank Product Obligations. No Lender or any Affiliate of a Lender that holds any Hedging Obligation or any Bank
Product Obligation that obtains the benefits of Section 8.2 or any Collateral by virtue of the provisions hereof or of any
Collateral 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 IX 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, Hedging Obligations and Bank Product 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 Lender or Affiliate of a Lender that holds such Hedging Obligation or such Bank Product
Obligation, as the case may be. The Administrative Agent shall not be required to verify the payment of, or that other satisfactory
arrangements have been made with respect to, Hedging Obligations or Bank Product Obligations in the case of a Maturity Date.


 


Section 9.15.           Right
to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Loan Documents the contrary notwithstanding,
the Borrower, the Administrative Agent and each Lender hereby agree that (i) no Lender shall have any right individually realize
upon any of the Collateral or 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 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, 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.


 


ARTICLE X


 


THE GUARANTY


 


Section 10.1.           The
Guaranty. Each of the Guarantors hereby jointly and severally guarantees to the Administrative Agent, each Lender, each Affiliate
of a Lender that enters into Bank Products or a Hedging Transaction with the Borrower or any Subsidiary, and each other holder
of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations in full
when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise)
strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations is not paid in
full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or
otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that
in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when
due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise)
in accordance with the terms of such extension or renewal.


 


Notwithstanding any
provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Obligations,
the obligations of each Guarantor under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal
to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Laws.


 




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Section 10.2.           Obligations
Unconditional. The obligations of the Guarantors under Section 10.1 are joint and several, absolute and unconditional,
irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents
relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any
of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which
might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section
10.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances.
Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against
the Borrower or any other Guarantor for amounts paid under this Article X until such time as the Obligations have been paid
in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to
the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability
of any Guarantor hereunder, which shall remain absolute and unconditional as described above:


 


(a)           at
any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations
shall be extended, or such performance or compliance shall be waived;


 


(b)           any
of the acts mentioned in any of the provisions of any of the Loan Documents or any other document relating to the Obligations shall
be done or omitted;


 


(c)           the
maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in
any respect, or any right under any of the Loan Documents or any other document relating to the Obligations shall be waived or
any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in
part or otherwise dealt with;


 


(d)           any
Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations
shall fail to attach or be perfected; or


 


(e)           any
of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall
be subordinated to the claims of any Person (including any creditor of any Guarantor).


 


With respect to its
obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices
whatsoever and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or
remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations or against
any other Person under any other guarantee of, or security for, any of the Obligations.


 


Section 10.3.           Reinstatement.
The obligations of each Guarantor under this Article X shall be automatically reinstated if and to the extent that for any
reason any payment by or on behalf of any Person in respect of the Obligations is rescinded or must be otherwise restored by any
holder of any of the Obligations, whether as a result of any Debtor Relief Law or otherwise, and each Guarantor agrees that it
will indemnify the Administrative Agent and each other holder of the Obligations on demand for all reasonable costs and expenses
(including the fees, charges and disbursements of counsel) incurred by the Administrative Agent or such holder of the Obligations
in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim
alleging that such payment constituted a preference, fraudulent transfer or similar payment under any Debtor Relief Law.


 




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Section 10.4.           Certain
Additional Waivers. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Obligations,
except through the exercise of rights of subrogation pursuant to Section 10.2 and through the exercise of rights of contribution
pursuant to Section 10.6.


 


Section 10.5.           Remedies.
The Guarantors agree that, to the fullest extent permitted by Law, as between the Guarantors, on the one hand, and the Administrative
Agent and the other holders of the Obligations, on the other hand, the Obligations may be declared to be forthwith due and payable
as specified in Section 8.1 (and shall be deemed to have become automatically due and payable in the circumstances specified
in Section 8.1) for purposes of Section 10.1 notwithstanding any stay, injunction or other prohibition preventing
such declaration (or preventing the Obligations from becoming automatically due and payable) as against any other Person and that,
in the event of such declaration (or the Obligations being deemed to have become automatically due and payable), the Obligations
(whether or not due and payable by any other Person) shall forthwith become due and payable by the Guarantors for purposes of Section
10.1. The Guarantors acknowledge and agree that their obligations hereunder are secured in accordance with the terms of the
Collateral Documents and that the holders of the Obligations may exercise their remedies thereunder in accordance with the terms
thereof.


 


Section 10.6.           Rights
of Contribution. The Guarantors agree among themselves that, in connection with payments made hereunder, each Guarantor shall
have contribution rights against the other Guarantors as permitted under applicable Law. Such contribution rights shall be subordinate
and subject in right of payment to the obligations of such Guarantors under the Loan Documents and no Guarantor shall exercise
such rights of contribution until the Obligations have been paid in full and the Commitments have terminated.


 


Section 10.7.           Guarantee
of Payment; Continuing Guarantee. The guarantee in this Article X is a guaranty of payment and not of collection,
is a continuing guarantee, and shall apply to the Obligations whenever arising.


 


Section 10.8.           Keepwell.
Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such
funds or other support as may be needed from time to time by each Specified Loan Party to honor all of such Specified Loan Party’s
obligations under this Agreement and the other Loan Documents in respect of Swap Obligations (provided, however, that each Qualified
ECP Guarantor shall only be liable under this Section 10.8 for the maximum amount of such liability that can be hereby incurred
without rendering its obligations under this Section 10.8 or otherwise under this Agreement voidable under applicable law
relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP
Guarantor under this Section 10.8 shall remain in full force and effect until the Obligations have been indefeasibly paid
and performed in full. Each Qualified ECP Guarantor intends that this Section 10.8 constitute, and this Section 10.8
shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Loan Party
for all purposes of Section la(18)(A)(v)(II) of the Commodity Exchange Act.


 




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ARTICLE XI


 


MISCELLANEOUS


 


Section
11.1.          Notices.


 


(a)           Written
Notices. 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 telecopy, as follows:


 


	 	To any Loan Party:	 	Aerocare Holdings, Inc.
	 	 	 	3325 Bartlett Blvd.
	 	 	 	Orlando, FL 32811-6428
	 	 	 	Attention: Stephen P. Griggs, President and Chief
	 	 	 	Executive Officer
	 	 	 	 
	 	With copies to:	 	Aerocare Holdings, Inc.
	 	 	 	3325 Bartlett Blvd.
	 	 	 	Orlando, FL 32811-6428
	 	 	 	Attention: Joseph P. Russell, Vice President and Chief
	 	 	 	Financial Officer
	 	 	 	 
	 	 	 	Thomas A. Simser, Jr., Esq.
	 	 	 	Thomas A. Simser, Jr., P.L.
	 	 	 	P.O. Box 1360
	 	 	 	Hernando, Florida 34441-1360
	 	 	 	 
	 	To the Administrative Agent:	 	SunTrust Bank
	 	 	 	Agency Services
	 	 	 	303 Peachtree Street, N.E./25th Floor
	 	 	 	Atlanta, Georgia 30308
	 	 	 	Attention: Mr. Doug Weltz
	 	 	 	Facsimile: (404) 495-2170
	 	 	 	Email: agency.services@suntrust.com
	 	 	 	 
	 	For communications other than Notices of Borrowing, with a copy to:	 	SunTrust Bank
	 	 	 	200 South Orange Avenue
	 	 	 	5th Floor, MC 2052
	 	 	 	Orlando, FL 32801
	 	 	 	Attention: Andy Lee, Senior Vice President, Middle
	 	 	 	Markets
	 	 	 	Facsimile: (407) 237-2491
	 	 	 	 
	 	To the Issuing Bank:	 	SunTrust Bank
	 	 	 	25 Park Place, N.E./Mail Code 3706
	 	 	 	16th Floor
	 	 	 	Atlanta, Georgia 30303
	 	 	 	Attention: Standby Letter of Credit Dept. 
	 	 	 	Facsimile: (404) 588-8129
	 	 	 	 
	 	To the Swingline Lender:	 	SunTrust Bank
	 	 	 	303 Peachtree Street, N.E./25th Floor
	 	 	 	Atlanta, Georgia 30308
	 	 	 	Attention: Mr. Doug Weltz
	 	 	 	Facsimile: (404) 221-2001
	 	 	 	 
	 	To any other Lender:	 	To the address or facsimile number, set forth in the Administrative Questionnaire or the Assignment and Acceptance executed by such Lender.


 




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Any party hereto may
change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All
such notices and other communications shall, when transmitted by overnight delivery, or faxed, be effective when delivered for
overnight (next-day) delivery, or transmitted in legible form by facsimile machine, respectively, or if mailed, upon the fifth
Business Day after the date on which the same is deposited with the U.S. Postal Service by certified or registered mail or if
delivered, upon delivery; provided, that notices delivered to the Administrative Agent, the Issuing Bank or the Swingline Lender
shall not be effective until actually received by such Person at its address specified in this Section 11.1.


 


Any agreement of the
Administrative Agent, the Issuing Bank and the Lenders herein to receive certain notices by telephone or facsimile is solely for
the convenience and at the request of the Borrower. The Administrative Agent, the Issuing Bank and the Lenders 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 Bank 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, the Issuing Bank and the Lenders in good faith 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, the Issuing Bank and the Lenders to receive written confirmation of
any telephonic or facsimile notice or the receipt by the Administrative Agent, the Issuing Bank and the Lenders of a confirmation
which is at variance with the terms understood by the Administrative Agent, the Issuing Bank and the Lenders to be contained in
any such telephonic or facsimile notice.


 


(b)          Electronic
Communications.


 


(i)           Notices
and other communications to the Lenders and the Issuing Bank hereunder may be delivered or furnished by electronic communication
(including e-mail and Internet or intranet websites) pursuant to procedures approved by Administrative Agent, provided that
the foregoing shall not apply to notices to any Lender or the Issuing Bank pursuant to Article II unless such Lender, the
Issuing Bank, as applicable, and Administrative Agent have agreed to receive notices under such Section by electronic communication
and have agreed to the procedures governing such communications. Administrative Agent or 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.


 


(ii)           Unless
Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received
upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested”
function, as available, return e-mail or other written acknowledgement); provided that 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, and (ii) notices or communications posted to an Internet or
intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described
in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address
therefor.


 




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Section 11.2.          Waiver;
Amendments.


 


(a)           No
failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or any
other Loan Document, and no course of dealing between any Loan Party 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 Bank 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 any other Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective
unless the same shall be permitted by paragraph (b) of this Section 11.2, 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 the 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 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 written consent of the Required Lenders
and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given;
provided, that


 


(i)          no
amendment or waiver shall:


 


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


 


(B)           reduce
the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder,
without the written consent of each Lender affected thereby;


 


(C)           postpone
the date fixed for any payment of any principal of, or interest on, any Loan or LC Disbursement or interest thereon 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, without the written consent of each Lender affected thereby;


 


(D)           change
Section 2.21(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby or change the
provisions of Section 8.2, without the written consent of each Lender;


 


(E)           change
any of the provisions of this Section 11.2 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;


 




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(F)           release
the Borrower without the consent of each Lender, or, release all or substantially all of the Guarantors or limit the liability
of all or substantially all of the Guarantors under any Guaranty, without the written consent of each Lender; or


 


(G)           release
all or substantially all collateral (if any) securing any of the Obligations, without the written consent of each Lender or agree
to subordinate any Lien in such collateral to any other creditor of the Borrower or any Subsidiary;


 


(ii)           prior
to the Working Capital Revolving Commitment Termination Date, unless also signed by Required Revolving Lenders, no such amendment
or waiver shall, (i) waive any Default for purposes of Section 3.2, (ii) amend, change, waive, discharge or terminate Sections
3.2 or 8.1 in a manner adverse to such Lenders or (iii) amend, change, waive, discharge or terminate Article VI
(or any defined term used therein) or this Section 11.2(a)(ii); or


 


(iii)           unless
also signed by Lenders (other than Defaulting Lenders) holding in the aggregate at least a majority of the outstanding amount of
the Term Loan and all Incremental Term Loans (on a combined basis), no such amendment or waiver shall (i) amend, change, waive,
discharge or terminate Section 2.12(d) so as to alter the manner of application of proceeds of any mandatory prepayment
required by Section 2.12(a), (b) or (c) hereof or (ii) amend, change, waive, discharge or terminate this Section
11.2(a)(iii);


 


provided further,
that no such agreement shall amend, modify or otherwise affect the rights, duties or obligations of the Administrative Agent, the
Swingline Lender or the Issuing Bank without the prior written consent of such Person. Notwithstanding anything to the contrary
herein, (i) 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); (ii) 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, 2.21 and 11.3),
such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest
and other amounts owing to it or accrued for its account under this Agreement; (iii) each Lender is entitled to vote as such Lender
sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section
1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein; and (iv) the
Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or
insolvency proceeding and such determination shall be binding on all of the Lenders.


 




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Section 11.3.          Expenses;
Indemnification.


 


(a)           The
Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent, the Arranger and their Affiliates,
including the reasonable fees, charges and disbursements of up to one counsel for the Administrative Agent, the Arranger and
their 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, the Arranger and their Affiliates, (ii) all reasonable out-of-pocket expenses incurred by the 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) incurred by the Administrative Agent, the Issuing Bank or any Lender in connection with the enforcement or protection
of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section 11.3,
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 the 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, penalties and related expenses (including the reasonable
fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from
all reasonable 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 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 the Issuing Bank to honor a demand for payment under a Letter of Credit if
the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any
actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of
its Subsidiaries, or any actual or alleged Environmental Liability related in any way to the Borrower or any of its Subsidiaries,
or (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, penalties or related expenses are determined by a court of competent
jurisdiction by final and nonappealable judgment to have (x) resulted from the gross negligence or willful misconduct of such Indemnitee
or (y) solely from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such
Indemnitee’s obligations hereunder or under any other Loan Document. No Indemnitee shall be liable for any damages arising
from the use by others of any information or other materials obtained through Syndtrak or any other Internet or intranet website,
except as a result of such Indemnitee’s gross negligence or willful misconduct as determined by a court of competent jurisdiction
in a final and nonappealable judgment. This Section 11.3(b) shall not apply with respect to Taxes other than any Taxes that
represent losses, claims, damages, etc. arising from any non-Tax claim.


 


(c)           To
the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline
Lender under clauses (a) or (b) hereof, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the
Swingline Lender, as the case may be, such Lender’s Pro Rata Share (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 Issuing
Bank or the Swingline Lender in its capacity as such.


 




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(d)          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 or any agreement or instrument contemplated hereby, the transactions
contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof.


 


(e)          
All amounts due under this Section 11.3 shall be payable promptly after written demand therefor.


 


Section 11.4.          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 paragraph (b) of this Section,
(ii) by way of participation in accordance with the provisions of paragraph (d) of this Section or (iii) by way of pledge or assignment
of a security interest subject to the restrictions of paragraph (g) 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 paragraph (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.


 


(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 paragraph (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 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).


 




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(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.


 


(iii)          Required
Consents. No consent shall be required for any assignment except to the extent required by paragraph (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 a Lender or
an Approved Fund; provided that, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto
by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof;


 


(B)          the
consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for (x) assignments
to a Person that is not a Lender with a Commitment or an Affiliate of a Lender or an Approved Fund and (y) assignments by Defaulting
Lenders; and


 


(C)          
the consent of the 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 Working Capital 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 if such assignee is a Foreign Lender.


 


(v)          No
Assignment to 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.


 




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Subject to acceptance
and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section 11.4, 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, 2.21 and 11.3 with respect to facts and circumstances
occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under
this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender
of a participation in such rights and obligations in accordance with paragraph (d) of this Section 11.4. 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 five (5) Business Days after the date notice
thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrower, unless such consent
is expressly refused by the Borrower prior to such fifth Business Day.


 


(c)          
The Administrative Agent, acting solely for this purpose as an 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 amounts (and stated interest) of the Loans and Revolving Credit Exposure
owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register
shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose
name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register
shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon reasonable prior
notice.


 


(d)          Any
Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, the Swingline Lender or the
Issuing Bank sell participations to any Person (other than a natural person, the Borrower or any of the Borrower’s Affiliates
or Subsidiaries or a Defaulting Lender) (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 Lenders,
the Issuing Bank and the Swingline Lender shall continue to deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement.


 




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(e)          
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 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, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii)
postpone the date fixed for any payment of any principal of, or interest on, any Loan or LC Disbursement or interest thereon 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, without the written consent of each Lender affected thereby, (iv) change Section 2.21(b)
or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each
Lender, (v) change any of the provisions of this Section 11.4 or the definition of “Required Lenders” and “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 any Guarantor or limit the liability of any such Guarantor under any Guaranty without the written consent of each
Lender except to the extent such release is expressly provided under the terms of this Agreement; or (vii) release all or substantially
all collateral (if any) securing any of the Obligations. The Borrower agrees that each Participant shall be entitled to the benefits
of Sections 2.18, 2.19, and 2.20 (subject to the requirements and limitations therein, including the requirements
under Section 2.20(g) (it being understood that the documentation required under Section 2.20(g) shall be delivered
to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to
paragraph (b) of this Section 11.4; provided that such Participant (A) agrees to be subject to the provisions of
Sections 2.24 and 2.25 as if it were an assignee under paragraph (b) of this Section 11.4; and (B) shall not
be entitled to receive any greater payment under Sections 2.18 or 2.20, with respect to any participation, than its
participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results
from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation
agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provision
of Section 2.26 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled
to the benefits of Section 11.7 as though it were a Lender, provided such Participant agrees to be subject to Section
2.21 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of
the Borrower, maintain a register 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”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register
(including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans,
letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is
necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c)
of the United States Treasury Regulations. 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. For the avoidance of doubt, the Administrative Agent (in
its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 


(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 11.5.          Governing
Law; Jurisdiction; Consent to Service of Process.


 


(a)          
This Agreement and the other Loan Documents 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 Florida, except as expressly set forth otherwise in any Loan Document.


 


(b)          
Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the
United States District Court for the Middle District of Florida, and of any state court of the State of Florida and 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 Florida state court or, to the extent permitted by applicable Law, such Federal 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, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating
to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.


 




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(c)          
Each Loan Party 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 paragraph (b) of this Section 11.5 and brought in any court referred
to in paragraph (b) of this Section 11.5. 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 11.1.
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 11.6.         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 11.7.          Right
of Setoff. 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 the 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 the Issuing Bank to or for
the credit or the account of the Borrower against any and all Obligations held by such Lender or the Issuing Bank, as the case
may be, irrespective of whether such Lender or the Issuing Bank shall have made demand hereunder and although such Obligations
may be unmatured. Each Lender and the Issuing Bank agree promptly to notify the Administrative Agent and the Borrower after any
such set-off and any application made by such Lender and the 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 the 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 Issuing Bank. Notwithstanding the provisions of
this Section 11.7, if at any time any Lender, the Issuing Bank or any of their respective Affiliates maintains one or more
deposit accounts for the Borrower or any other Loan Party into which Medicare and/or Medicaid receivables are deposited, such Person
shall waive the right of setoff set forth herein.


 


Section 11.8.          Counterparts;
Integration. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts
(including by telecopy), 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 agreement(s) 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 of a signature page of this Agreement and any other Loan Document by
facsimile transmission or by any other electronic imaging means, shall be effective as delivery of a manually executed counterpart
of this Agreement or such other Loan Document.


 




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Section 11.9.          Survival.
All covenants, agreements, representations and warranties made by any Loan Party herein, in the Loan Documents and in the certificates
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 making of any Loans and issuance
of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that
the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or Event of 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, 2.21 and 11.3 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 11.10.          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 11.11.          Confidentiality.
Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to take normal and reasonable precautions to
maintain the confidentiality of any information relating to the Borrower or any of its Subsidiaries or any of their
respective businesses, to the extent designated in writing as confidential and provided to it by the Borrower or any
Subsidiary, other than any such information that is available to the Administrative Agent, the Issuing Bank or any Lender on
a nonconfidential basis prior to disclosure by the Borrower or any of its Subsidiaries, except that such information may be
disclosed (i) to any Related Party of the Administrative Agent, the 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
11.11, or which becomes available to the Administrative Agent, the 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, (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, (vii) subject to an agreement containing
provisions substantially the same as those of this Section 11.11, 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, or (B) any actual or
prospective party (or its Related Parties) to any swap or derivative or similar transaction under which payments are to be
made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (viii) any rating agency, (ix)
the CUSIP Service Bureau or any similar organization, or (x) with the consent of the Borrower. Any Person required to
maintain the confidentiality of any information as provided for in this Section 11.11 shall be considered to have
complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of
such information as such Person would accord its own confidential information.


 




    	100



    	 



    

 


Section 11.12.          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 11.12 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 11.13.          Waiver of Effect of Corporate Seal. Each Loan Party represents and warrants to the Administrative Agent and the Lenders
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 its Organization Documents or any requirement of Law, agrees that this Agreement is delivered by 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 11.14.          Patriot Act. Each of the Administrative Agent and each Lender hereby notifies the Loan Parties that pursuant to the requirements
of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is
required to obtain, verify and record information that identifies 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. Each Loan Party shall, and shall cause each of its Subsidiaries to, provide to the
extent commercially reasonable, such information and take such other actions as are reasonably requested by the Administrative
Agent or any Lender in order to assist the Administrative Agent and the Lenders in maintaining compliance with the Patriot Act.


 


Section 11.15.          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), Borrower and each other Loan
Party acknowledges and agrees and acknowledges its Affiliates' understanding that that: (i) (A) the services regarding this Agreement
provided by the Administrative Agent and/or the Lenders are arm’s-length commercial transactions between 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 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) 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 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 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 Borrower, the other Loan Parties and their respective Affiliates, and each of the Administrative Agent and Lenders
has no obligation to disclose any of such interests to Borrower , any other Loan Party of any of their respective Affiliates. To
the fullest extent permitted by Law, each of Borrower and the other Loan Parties hereby waive and release, any claims that it may
have against the Administrative Agent and each Lender with respect to any breach or alleged breach of agency or fiduciary duty
in connection with any aspect of any transaction contemplated hereby.


 




    	101



    	 



    

 


Section 11.16.          Electronic Execution of Assignments and Certain Other Documents. The words “execution,” “signed,”
“signature,” and words of like import in any Assignment and Acceptance or in any amendment or other modification hereof
(including waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form,
each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic
Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar
state laws based on the Uniform Electronic Transactions Act.


 


Section 11.17.          Amendment and Restatement. The parties hereto agree that, on the Effective Date, the following transactions shall be deemed
to occur automatically, without further action by any party hereto: (a) the Original Credit Agreement shall be deemed to be amended
and restated in its entirety pursuant to this Agreement; (b) all Obligations (as defined in the Original Credit Agreement) under
the Original Credit Agreement outstanding on the Effective Date shall in all respects be continuing and shall be deemed to Obligations
outstanding hereunder; (c) the guaranties made pursuant to the Original Credit Agreement to the holders of the Obligations (as
defined in the Original Credit Agreement) shall remain in full force and effect with respect to the Obligations and are hereby
reaffirmed; (d) the Collateral Documents and the Liens created thereunder in favor of SunTrust Bank, as administrative agent for
the benefit of the holders of the Obligations (as defined in the Original Credit Agreement) shall remain in full force and effect
with respect to the Obligations and are hereby reaffirmed; and (e) all references in the other Loan Documents to the Original Credit
Agreement shall be deemed to refer without further amendment to this Agreement.


 


[Signature Pages Follow]


 




    	102



    	 



    

 


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.


 





 


	BORROWER:	AEROCARE HOLDINGS, INC.,
	 	a Delaware corporation


 


	 	By:	/s/
    Stephen     P. Griggs
	 	Name:	Stephen P. Griggs
	 	Title:	President & CEO


 


	GUARANTORS:	ACCUCARE MEDICAL EQUIPMENT, LLC,
	 	an Oklahoma limited liability company
	 	AEROCARE EMPLOYEE BENEFITS, INC.,
	 	a Florida corporation
	 	AEROCARE HOME MEDICAL EQUIPMENT, INC.,
	 	a Texas corporation
	 	AEROCARE HOME MEDICAL EQUIPMENT, INC.,
	 	a Missouri corporation
	 	AEROCARE HOME MEDICAL, INC.,
	 	a Texas corporation
	 	AEROCARE PHARMACY, INC.,
	 	a Texas corporation
	 	AEROCARE, INC.,
	 	a Nevada corporation
	 	ALL AMERICAN MEDICAL SERVICES, INC.,
	 	a Florida corporation
	 	ALL AMERICAN OXYGEN, INC.,
	 	a Kentucky corporation
	 	ALLCARE, INC.,
	 	a Colorado corporation
	 	ATLANTIC MEDICAL SUPPLY, INC.,
	 	a Florida corporation
	 	BEACON RESPIRATORY SERVICES OF GEORGIA, INC.,
	 	a Delaware corporation
	 	BEACON RESPIRATORY SERVICES, INC.,
	 	a Delaware corporation
	 	BIRD AND BEAR MEDICAL, INC.,
	 	an Arkansas corporation
	 	BJ’S WHEELCHAIR SERVICE, INC.,
	 	a Texas corporation
	 	CARE PLUS OXYGEN, INC.,
	 	a Pennsylvania corporation
	 	CHARLOTTE RESPIRATORY SOLUTIONS INC.,
	 	a North Carolina corporation


 





AEROCARE
HOLDINGS, INC.


AMENDED
AND RESTATED CREDIT AGREEMENT







 




    	 



    	 



    

 





	 	CPAPSUPPLY.COM, INC.,
	 	a Texas corporation
	 	DESLOGE HOME OXYGEN AND MEDICAL 

EQUIPMENT, INC.,
	 	a Florida corporation
	 	EDGE MEDICAL SUPPLY, L.L.C.,
	 	a Texas limited liability company
	 	EXPRESS MEDICAL SUPPLY, LTD.,
	 	a Texas limited partnership
	 	FREEDOM RESPIRATORY, INC.,
	 	a Virginia corporation
	 	GEORGIA HOME MEDICAL – COLUMBUS, INC.,
	 	a Georgia corporation
	 	GEORGIA HOME MEDICAL, INC.,
	 	a Georgia corporation
	 	GUARDIAN MEDICAL INC.,
	 	a Florida corporation
	 	HOME RESPIRATORY SOLUTION’S INC.,
	 	a Florida corporation
	 	HOMETOWN RESPIRATORY CONSULTANTS, INC.,
	 	a
Tennessee corporation
	 	LAMAR, LLC,
	 	a Florida limited liability company
	 	LOUISVILLE O 2, INC.,
	 	a Kentucky corporation
	 	LOVELL MEDICAL SUPPLY, INC.,
	 	a North Carolina corporation
	 	M. DAVIS MANAGEMENT, INC.,
	 	a Florida corporation
	 	MCFARLAND GROUP, INC.,
	 	a Tennessee corporation
	 	OXYGEN & SLEEP ASSOCIATES, INC.,
	 	a Tennessee corporation
	 	PATIENTS FIRST MEDICAL EQUIPMENT OF
	 	SPARTANBURG, LLC,
	 	a South Carolina limited liability company
	 	PAUL HOME OXYGEN SERVICES, INC.,
	 	a Colorado corporation
	 	PHARMACY, INC.,
	 	a Delaware corporation
	 	PHARMACY, INC. KENTUCKY,
	 	a Kentucky corporation
	 	PROMISE MEDICAL, INC.,
	 	a Texas corporation
	 	RELIABLE MEDICAL OF CONWAY, LLC,
	 	a South Carolina limited liability company







 





AEROCARE
HOLDINGS, INC.


AMENDED
AND RESTATED CREDIT AGREEMENT







 







    	 



    	 



    

 





	 	RELIABLE MEDICAL EQUIPMENT, LLC,
	 	a South Carolina limited liability company
	 	RESPIRATORY HOME CARE OF BRISTOL, LLC,
	 	a
Tennessee limited liability company
	 	SKINNY, LLC,
	 	a Florida limited liability company
	 	SOUTHERN HOME RESPIRATORY & EQUIPMENT, INC.,
	 	a Virginia corporation
	 	SUNBELT MEDICAL SUPPLY & OXYGEN, INC.,
	 	a Florida corporation
	 	T C MEDICAL SUPPLY, LLC,
	 	a Florida limited liability company
	 	THE 3700 COMPANY, L.L.C.,
	 	a Colorado limited liability company
	 	THE OXYGEN COMPANY, INC.,
	 	a Virginia corporation
	 	TOTAL HOMECARE CORPORATION,
	 	a Virginia corporation
	 	TRIAD RESPIRATORY SOLUTIONS, INC.,
	 	a North Carolina corporation
	 	TRINITY HEALTHCARE OF WINSTON-SALEM, INC.,
	 	a Georgia corporation
	 	TWIN RIVERS RESPIRATORY CARE, INC.,
	 	an Arkansas corporation







 


	 	By:	/s/ Stephen P. Griggs
	 	Name:	Stephen P. Griggs
	 	Title:	President, CEO, Vice President or Manager

 (as applicable)


 





AEROCARE
HOLDINGS, INC.


AMENDED
AND RESTATED CREDIT AGREEMENT







 




    	 



    	 



    

 


	ADMINISTRATIVE AGENT:	SUNTRUST BANK,
	 	as
Administrative Agent, as Issuing Bank and as

Swingline Lender
	 	 	 
	 	By:	/s/ Ben Cumming
	 	Name:	Ben Cumming 
	 	Title:	Director





 


AEROCARE
HOLDINGS, INC.


AMENDED
AND RESTATED CREDIT AGREEMENT


 









    	 



    	 



    

 


	LENDERS:	SUNTRUST BANK
	 	 	 
	 	By:	/s/ Ben Cumming
	 	Name:	Ben Cumming 
	 	Title:	Director


 





AEROCARE
HOLDINGS, INC.


AMENDED
AND RESTATED CREDIT AGREEMENT







 




    	 



    	 



    

 


	 	BANKUNITED, N.A.
	 	 	 
	 	By:	/s/ Paul Jessen
	 	Name:	Paul Jessen
	 	Title:	Sr. VP


 





AEROCARE
HOLDINGS, INC.


AMENDED
AND RESTATED CREDIT AGREEMENT







 




    	 



    	 



    

 


	LENDERS:	SUNTRUST BANK,
	 	 	 
	 	By:	 
	 	Name:	
	 	Title:	


 


	 	BANKUNITED, N.A.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	 	FIFTH THIRD BANK





	 	 	 
	 	By:	/s/ Michael J. Miller
	 	Name:	Michael J. Miller 
	 	Title:	Vice President


 


	 	CITY NATIONAL BANK
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	 	SYNOVUS BANK
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	 	SEASIDE NATIONAL BANK & TRUST
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	 



    	 



    

 


	 	CITY NATIONAL BANK
	 	 	 
	 	By:	/s/ Tyler Kurau
	 	Name:	Tyler Kurau
	 	Title:	Senior Vice President


 





AEROCARE
HOLDINGS, INC.


AMENDED
AND RESTATED CREDIT AGREEMENT







 




    	 



    	 



    

 


	 	SYNOVUS BANK
	 	 	 
	 	By:	/s/ Michael Sawicki
	 	Name:	Michael Sawicki
	 	Title:	Corporate Banking


 





AEROCARE
HOLDINGS, INC.


AMENDED
AND RESTATED CREDIT AGREEMENT







 




    	 



    	 



    

 


		SEASIDE NATIONAL BANK & TRUST
	 	 	 
	 	By:	/s/ Eric
    Waldron
	 	Name:	Eric
    Waldron
	 	Title:	Client Advisor


 





AEROCARE
HOLDINGS, INC.


AMENDED
AND RESTATED CREDIT AGREEMENT







 




    	 



    	 



    

 


Schedule I


 


COMMITMENT AMOUNTS


 


	 	 	 	 	 	Pro Rata Share of	 	 	 	 	 	Pro Rata Share of	 	 	 	 	 	 	 
	 	 	Working Capital	 	 	Working Capital	 	 	Acquisition	 	 	Acquisition	 	 	 	 	 	 	 
	 	 	Revolving	 	 	Revolving	 	 	Revolving	 	 	Revolving	 	 	 	 	 	Pro Rata Share of	 
	Lenders	 	Commitment	 	 	Commitment	 	 	Commitment	 	 	Commitment	 	 	Term Loan	 	 	Term Loan	 
	SunTrust Bank	 	$	4,000,000.00	 	 	 	40.000000000	%	 	$	7,818,181.82	 	 	 	26.060606067	%	 	$	20,681,818.18	 	 	 	29.545454547	%
	BankUnited, N.A.	 	$	2,129,032.26	 	 	 	21.290322600	%	 	$	7,870,967.74	 	 	 	26.236559133	%	 	$	17,500,000.00	 	 	 	25.000000004	%
	Fifth Third Bank	 	$	1,935,483.87	 	 	 	19.354838700	%	 	$	7,155,425.22	 	 	 	23.851417400	%	 	$	15,909,090.91	 	 	 	22.727272732	%
	City National Bank	 	$	774,193.55	 	 	 	7.741935500	%	 	$	2,862,170.09	 	 	 	9.540566967	%	 	$	6,363,636.36	 	 	 	9.090909087	%
	Synovus Bank	 	$	774,193.55	 	 	 	7.741935500	%	 	$	2,862,170.09	 	 	 	9.540566967	%	 	$	6,363,636.36	 	 	 	9.090909087	%
	Seaside National 

Bank & Trust	   	$	  387,096.77	   	   	   	  3.870967700	 %	   	$	  1,431,085.04	   	   	 	4.770283467	%	   	$	  3,181,818.18	   	   		4.545454544	%
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total:	 	$	10,000,000.00	 	 	 	100.000000000	%	 	$	30,000,000.00	 	 	 	100.000000000	%	 	$	70,000,000.00	 	 	 	100.000000000	%



 




    	1



    	 



    

 


Schedule 4.13


 


IP RIGHTS


 


Aerocare Holdings, Inc. 

(Delaware Corporation)


 


U.S. Trademarks


 


Registered Marks


 





	Mark	 	Reg. No.	 	Reg. Date
	ARX and Design	 	4027346	 	09/20/11
	BREATHE A LITTLE EASIER	 	2858453	 	06/29/04
	AEROCARE	 	3033362	 	12/27/05







 


Georgia Home Medical, Inc. 

(Georgia Corporation)


 


U.S. Trademark


 


Registered Mark


 





	Mark	 	Reg. No.	 	Reg. Date
	GEORGIA HOME MEDICAL	 	4043543	 	10/18/11







 




    	2



    	 



    



 


Schedule 4.16


 


SUBSIDIARIES


 


	Company	 	Jurisdiction
    of Organization	 	Entity
    Type	 	Owner	 	Ownership

    %	 	Authorized

    Capital Stock
	Aerocare Holdings, Inc.	 	DE	 	Corporation	 	Various stockholders	 	100	 	35,000,000 ($.001 par)
	Accucare Medical Equipment, LLC	 	OK	 	Limited Liability Company	 	AeroCare Holdings, Inc.	 	100	 	1,000 LLC units
	AeroCare Home Medical Equipment, Inc.	 	MO	 	Corporation	 	AeroCare Holdings, Inc.	 	100	 	300 ($100.00 par)
	AeroCare Home Medical Equipment, Inc.	 	TX	 	Corporation	 	AeroCare Holdings, Inc.	 	100	 	1,000,000 ($1.00 par)
	AeroCare Home Medical, Inc.	 	TX	 	Corporation	 	AeroCare Holdings, Inc.	 	100	 	1,500 (no par)
	Aerocare, Inc.	 	NV	 	Corporation	 	AeroCare Holdings, Inc.	 	100	 	1,000,000 ($.05 par)
	Aerocare Pharmacy, Inc.	 	TX	 	Corporation	 	AeroCare Holdings, Inc.	 	100	 	1,000,000 ($1.00 par)
	All American Oxygen, Inc.	 	KY	 	Corporation	 	AeroCare Holdings, Inc.	 	100	 	1,000 (no par)
	Allcare, Inc.	 	CO	 	Corporation	 	AeroCare Holdings, Inc.	 	100	 	3,000,000 (no par)
	Beacon Respiratory Services, Inc.	 	DE	 	Corporation	 	AeroCare Holdings, Inc.	 	100	 	1,000 ($1.00 par)
	Care Plus Oxygen, Inc.	 	PA	 	Corporation	 	AeroCare Holdings, Inc.	 	100	 	1,000 (no par)
	Express Medical Supply, Ltd.	 	TX	 	Limited Partnership	 	AeroCare Holdings, Inc.	 	100	 	1,162,810 limited partnership
    units
	Freedom Respiratory, Inc.	 	VA	 	Corporation	 	AeroCare Holdings, Inc.	 	100	 	1,000 (no par)
	Home Respiratory Solution's, Inc.	 	FL	 	Corporation	 	AeroCare Holdings, Inc.	 	100	 	1,000 ($10.00 par)
	Paul Home Oxygen Services, Inc.	 	CO	 	Corporation	 	AeroCare Holdings, Inc.	 	100	 	1,000 (no par)
	Promise Medical, Inc.	 	TX	 	Corporation	 	AeroCare Holdings, Inc.	 	100	 	1,000 (no par)
	Southern Home Respiratory & Equipment, Inc.	 	VA	 	Corporation	 	AeroCare Holdings, Inc.	 	100	 	1,000 (no par)
	The 3700 Company, L.L.C.	 	CO	 	Limited Liability Company	 	AeroCare Holdings, Inc.	 	100	 	15,000 LLC units


 




    	3



    	 



    

 


	Company	 	Jurisdiction
    of Organization	 	Entity
    Type	 	Owner	 	Ownership

        %
	 	Authorized

        Capital
        Stock

	Twin Rivers Respiratory Care, Inc.	 	AR	 	Corporation	 	AeroCare Holdings, Inc.	 	100	 	1,000 (no par)
	Sunbelt Medical Supply & Oxygen, Inc.	 	FL	 	Corporation	 	AeroCare Holdings, Inc.	 	100	 	1,000 ($1.00 par)
	Pharmacy, Inc. Kentucky	 	KY	 	Corporation	 	Pharmacy, Inc.	 	100	 	1,000 ($1.00 par)
	Pharmacy, Inc.	 	DE	 	Corporation	 	AeroCare Holdings, Inc.	 	100	 	1,000 ($1.00 par)
	Beacon Respiratory Services of Georgia, Inc.	 	DE	 	Corporation	 	AeroCare Holdings, Inc.	 	100	 	1,000 ($1.00 par)
	Lovell Medical Supply, Inc.	 	NC	 	Corporation	 	AeroCare Holdings, Inc.	 	100	 	100,000 ($1.00 par)
	Trinity Healthcare of Winston-Salem, Inc.	 	GA	 	Corporation	 	AeroCare Holdings, Inc.	 	100	 	1,000,000 ($1.00 par)
	M. Davis Management, Inc.	 	FL	 	Corporation	 	Sunbelt Medical Supply & Oxygen,
    Inc.	 	100	 	7,500 ($1.00 par)
	Oxygen & Sleep Associates, Inc.	 	TN	 	Corporation	 	AeroCare Holdings, Inc.	 	100	 	1,000 (no par)
	All American Medical Services, Inc.	 	FL	 	Corporation	 	AeroCare Holdings, Inc.	 	100	 	1,000 (no par)
	Charlotte Respiratory Solutions, Inc.	 	NC	 	Corporation	 	AeroCare Holdings, Inc.	 	100	 	100,000 (no par)
	AeroCare Employee Benefits, Inc.	 	FL	 	Corporation	 	AeroCare Holdings, Inc.	 	100	 	1,000 (no par)
	Lamar, LLC	 	FL	 	Limited Liability Company	 	AeroCare Holdings, Inc.	 	100	 	N/A (Uncertificated)
	Skinny, LLC	 	FL	 	Limited Liability Company	 	Lamar, LLC	 	100	 	N/A (Uncertificated)
	Respiratory Home Care of Bristol, LLC	 	TN	 	Limited Liability Company	 	AeroCare Holdings, Inc.	 	100	 	N/A (Uncertificated)
	Guardian Medical Inc.	 	FL	 	Corporation	 	AeroCare Holdings, Inc.	 	100	 	100 (no par)
	Desloge Home Oxygen and Medical Equipment, Inc.	 	FL	 	Corporation	 	AeroCare Holdings, Inc.	 	100	 	200 ($5.00 par) voting and
    100 ($5.00 par) non-voting
	Reliable Medical of Conway, LLC	 	SC	 	Limited Liability Company	 	AeroCare Holdings, Inc.	 	100	 	N/A (Uncertificated)
	Reliable Medical Equipment, LLC	 	SC	 	Limited Liability Company	 	AeroCare Holdings, Inc.	 	100	 	N/A (Uncertificated)
	Patients First Medical Equipment of Spartanburg, LLC	 	SC	 	Limited Liability Company	 	AeroCare Holdings, Inc.	 	100	 	N/A (Uncertificated)
	Hometown Respiratory Consultants, Inc.	 	TN	 	Corporation	 	AeroCare Holdings, Inc.	 	100	 	1,000 (no par)


 




    	4



    	 



    

 


	Company	 	Jurisdiction
    of Organization	 	Entity
    Type	 	Owner	 	Ownership

        %
	 	Authorized

        Capital
        Stock

	Louisville O2, Inc.	 	KY	 	Corporation	 	AeroCare Holdings, Inc.	 	100	 	2,300 (no par)
	Triad Respiratory Solutions, Inc.	 	NC	 	Corporation	 	AeroCare Holdings, Inc.	 	100	 	100,000 (no par)
	Bird & Bear Medical, Inc.	 	AR	 	Corporation	 	AeroCare Holdings, Inc.	 	100	 	1,000 ($1.00 par)
	CPAP Supply.com, Inc.	 	TX	 	Corporation	 	AeroCare Holdings, Inc.	 	100	 	1,000 (no par)
	The Oxygen Company, Inc.	 	VA	 	Corporation	 	AeroCare Holdings, Inc.	 	100	 	5,000 ($10.00 par)
	Georgia Home Medical, Inc.	 	GA	 	Corporation	 	AeroCare Holdings, Inc.	 	100	 	1,000 (no par) Class A voting
    and 1,000 (no par) Class B non-voting
	Georgia Home Medical - Columbus, Inc.	 	GA	 	Corporation	 	AeroCare Holdings, Inc.	 	100	 	1,000,000 (no par)
	Edge Medical Supply, L.L.C.	 	TX	 	Limited Liability Company	 	AeroCare Holdings, Inc.	 	100	 	Up to 100% in equity interest
	BJ's Wheelchair Service, Inc.	 	TX	 	Corporation	 	AeroCare Holdings, Inc.	 	100	 	1,000 ($10.00 par)
	TC Medical Supply, LLC	 	FL	 	Limited Liability Company	 	AeroCare Holdings, Inc.	 	100	 	N/A (Uncertificated)
	McFarland Group, Inc.	 	TN	 	Corporation	 	AeroCare Holdings, Inc.	 	100	 	1,000 (no par)
	Atlantic Medical Supply, Inc.	 	FL	 	Corporation	 	AeroCare Holdings, Inc.	 	100	 	100 ($1.00 par)
	Total Homecare Corporation	 	VA	 	Corporation	 	AeroCare Holdings, Inc.	 	100	 	5,000 (no par)


 




    	5



    	 



    

 


Schedule 4.18-1


 


LOCATIONS OF REAL PROPERTY


 


Note: All locations listed below are leased by the applicable
Loan Party. None are owned.


 


	Company
    Name	 	DBA:
    Company 

Name	 	Address	 	City	 	ST	 	Zip

        Code

	AeroCare Home Medical Equipment, Inc. – TX	 	AeroCare Home Medical Equipment, Inc. -TX	 	3011 S. Fannin Avenue	 	Denison	 	TX	 	75021
	AeroCare Home Medical Equipment, Inc. - TX	 	AeroCare Home Medical Equipment, Inc. - TX	 	7003 Woodway Drive Suite 314	 	Waco	 	TX	 	76712
	AeroCare Home Medical Equipment, Inc. – TX	 	AeroCare Home Medical Equipment, Inc. - TX	 	1750 E. Northwest Highway Suite 240A	 	Garland	 	TX	 	75041
	AeroCare, Inc.	 	AeroCare, Inc.	 	4620 Arville St Suite E	 	Las Vegas	 	NV	 	89103
	AeroCare Home Medical Equipment, Inc. – TX	 	AeroCare Home Medical Equipment, Inc. - TX	 	2816 Southeast Loop 820	 	Fort Worth	 	TX	 	76140
	AeroCare Home Medical, Inc.	 	AeroCare Home Medical, Inc.	 	6120 US Hwy 98 West Suite 7 & 8	 	Hattiesburg	 	MS	 	39402
	AeroCare Home Medical, Inc.	 	AeroCare Home Medical, Inc.	 	7014 Empire Central Drive	 	Houston	 	TX	 	77040
	AeroCare Home Medical, Inc.	 	AeroCare Home Medical, Inc.	 	1508 S. Chestnut Suite 4&5	 	Lufkin	 	TX	 	75901
	Express Medical Suppply, LTD.	 	AeroCare Express	 	3120 & 3122 North 1st Street	 	Abilene	 	TX	 	79603
	Express Medical Suppply, LTD.	 	Express Medical Supply, Ltd.	 	1405 East Main St. Suite 160	 	Eastland	 	TX	 	76448
	Express Medical Suppply, LTD.	 	Open Airways	 	4224 Boston Avenue	 	Lubbock	 	TX	 	79413
	Express Medical Suppply, LTD.	 	AeroCare Respiratory Services	 	1523 Northwest Blvd. Suite A	 	Georgetown (Lampasas)	 	TX	 	78628
	Express Medical Suppply, LTD.	 	Express Medical Supply, Ltd.	 	1000 South Texas St. Unit B	 	DeLeon	 	TX	 	76444
	Express Medical Supply, LTD.	 	AeroCare Express	 	810 N. Dixie Suite 101 & 114	 	Odessa (Midland)	 	TX	 	79761
	Express Medical Suppply, LTD.	 	Amarillo Respiratory Services	 	5901 S. Bell C-29	 	Amarillo/ Plainview	 	TX	 	79109
	Express Medical Suppply, LTD.	 	Home Medical Equipment	 	803 Highway 83 N.	 	Childress	 	TX	 	79201
	Promise Medical, Inc.	 	Promise Medical, Inc.	 	1709 Grandstand	 	San Antonio	 	TX	 	78238
	Home Respiratory Solutions, Inc.	 	Home Respiratory Solutions, Inc.	 	1535 E. Wade Street	 	Trenton	 	FL	 	32693
	Home Respiratory Solutions, Inc.	 	Home Respiratory Solutions, Inc.	 	812 South Weeks Street Unit A	 	Bonifay	 	FL	 	32425
	Home Respiratory Solutions, Inc.	 	Home Respiratory Solutions, Inc.	 	304 E. Hampton Springs Ave	 	Perry	 	FL	 	32347
	AccuCare Medical, LLC	 	Advanced Home Medical Equipment	 	1395 S. Marietta Pkwy Bldg. 100 Ste. 126	 	Marietta	 	GA	 	30067
	AeroCare Holdings, Inc.	 	AeroCare	 	4785 Elati Street Unit 40	 	Denver	 	CO	 	80216
	AeroCare Holdings, Inc.	 	AeroCare	 	349 14th Street	 	Burlington	 	CO	 	80807
	AeroCare Holdings, Inc.	 	AeroCare	 	1306 S. Main	 	Lamar	 	CO	 	81052
	AeroCare Holdings, Inc.	 	AeroCare	 	1031 E. US HWY 50	 	Salida	 	CO	 	81201
	AeroCare Holdings, Inc.	 	AeroCare	 	3010 Farabaugh Lane	 	Pueblo	 	CO	 	81003


 




    	6



    	 



    

 


	Company
    Name	 	DBA:
    Company 

Name	 	Address	 	City	 	ST	 	Zip

        Code

	AeroCare Holdings, Inc.	 	AeroCare	 	1123 West Avenue	 	Alamosa	 	CO	 	81101
	AeroCare Holdings, Inc.	 	AeroCare	 	1218 Royal Gorge Blvd.	 	Canon City	 	CO	 	81212
	AeroCare Holdings, Inc.	 	AeroCare	 	328 Bonaventure Suite 3	 	Trinidad	 	CO	 	81082
	AeroCare Holdings, Inc.	 	AeroCare	 	709 N. Commercial	 	Trinidad	 	CO	 	81082
	AeroCare Holdings, Inc.	 	Air Options Respiratory	 	843 S. 3rd St.	 	Montrose	 	CO	 	81401
	AeroCare Holdings, Inc.	 	Air Options Respiratory	 	500 W. Highway 50 #103	 	Gunnison	 	CO	 	81230
	AeroCare Holdings, Inc.	 	Air Options Respiratory	 	340 Main Street P.O. Box 542	 	Nucla	 	CO	 	81424
	AeroCare Holdings, Inc.	 	Air Options Respiratory	 	398 W. Colorado Ave 1-WB P.O. Box 2064	 	Telluride	 	CO	 	81435
	AeroCare Holdings, Inc.	 	Air Options Respiratory	 	1740 E. Main Street #6	 	Cortez	 	CO	 	81321
	AeroCare Holdings,  Inc.	 	Air Options Respiratory	 	713 Main Street	 	Delta	 	CO	 	81416
	Twin Rivers Respiratory Care, Inc.	 	Twin Rivers Respiratory Care, Inc.	 	2607 Caddo Suite 4	 	Arkadelphia	 	AR	 	71923
	Twin Rivers Respiratory Care, Inc.	 	AeroCare	 	6119 Highway 45 South	 	Fort Smith	 	AR	 	72916
	Twin Rivers Respiratory Care, Inc.	 	AeroCare Home Medical	 	106 E. Crandell Avenue Suite B	 	Harrison	 	AR	 	72601
	Twin Rivers Respiratory Care, Inc.	 	AeroCare	 	1121 S. Bowman Rd Suite C-7	 	Little Rock	 	AR	 	72211
	Twin Rivers Respiratory Care, Inc.	 	AeroCare	 	11904 Kanis Rd Ste H2	 	Little Rock	 	AR	 	72211
	Twin Rivers Respiratory Care, Inc.	 	AeroCare	 	11900 Kanis Rd Ste D2	 	Little Rock	 	AR	 	72211
	Twin Rivers Respiratory Care, Inc.	 	AeroCare	 	11900 Kanis Rd Ste D1	 	Little Rock	 	AR	 	72211
	Twin Rivers Respiratory Care, Inc.	 	Magnolia Respiratory Care	 	600 East North Street	 	Magnolia	 	AR	 	71753
	Twin Rivers Respiratory Care, Inc.	 	AeroCare Home Medical	 	2505 Thompson  Suite 4	 	Springdale	 	AR	 	72764
	All American Oxygen	 	All American Oxygen	 	1999 Brownsboro Rd. Suite A	 	Louisville	 	KY	 	40206
	All American Oxygen	 	All American Oxygen	 	7901  3rd Street Road	 	Louisville	 	KY	 	40214
	AeroCare Home Medical Equipment, Inc. - MO	 	AeroCare Home Medical Equipment, Inc. - MO	 	1808 N. Elson Street	 	Kirksville	 	MO	 	63501
	AeroCare Home Medical Equipment, Inc. - MO	 	AeroCare Home Medical Equipment, Inc. - MO	 	22993 Professional Ln. Ste H	 	Lebanon	 	MO	 	65536
	Care Plus Oxygen, Inc.	 	Care Plus Oxygen, Inc.	 	112 Harper Street	 	Dunmore	 	PA	 	18512
	Care Plus Oxygen, Inc.	 	Care Plus Oxygen, Inc.	 	850 A State Street	 	Lemoyne	 	PA	 	17043
	Southern Home Respiratory & Equipment, Inc.	 	Southern Home Respiratory & Equipment, Inc.	 	282 Westgate Mall Cir. Ste 117	 	Pennington Gap	 	VA	 	24277
	Freedom Respiratory, Inc.	 	Freedom Respiratory, Inc.	 	630 A Abney Road	 	Roanoke	 	VA	 	24012
	Twin Rivers Respiratory Care, Inc.	 	Ouachita Valley Respiratory Care	 	136 Garden Oaks Dr	 	Camden	 	AR	 	71701
	Twin Rivers Respiratory Care, Inc.	 	AeroCare Home Medical	 	620 West Bolling	 	Monticello	 	AR	 	71655
	Twin Rivers Respiratory Care, Inc.	 	AeroCare Home Medical	 	1310 Highway 62 West, Suite 16	 	Mountain Home	 	AR	 	72653
	AeroCare Holdings, Inc.	 	AeroCare	 	200 East South Boulder Road C-1	 	Lafayette	 	CO	 	80026
	Home Respiratory Solutions, Inc.	 	Home Respiratory Solutions, Inc.	 	7478A SW 60th Avenue	 	Ocala	 	FL	 	34476
	AeroCare Home Medical, Inc.	 	AeroCare Home Medical, Inc.	 	11133 I-45 South Suite #200	 	Conroe	 	TX	 	77302


 




    	7



    	 



    

 


	Company
    Name	 	DBA:
                                         Company

        Name
	 	Address	 	City	 	ST	 	Zip

        Code

	Care Plus Oxygen, Inc.	 	Care Plus Oxygen, Inc.	 	1130 6TH Ave Ste 2	 	Berwick	 	PA	 	18603
	Care Plus Oxygen, Inc.	 	Care Plus Oxygen, Inc.	 	1578 Bunting Street	 	Pottsville	 	PA	 	17901
	AeroCare Home Medical, Inc.	 	AeroCare Home Medical, Inc.	 	420 North Green Suite D	 	Longview	 	TX	 	75601
	Freedom Respiratory, Inc.	 	Freedom Respiratory, Inc.	 	1840 Jefferson Highway Unit 108	 	Fishersville	 	VA	 	22939
	Care Plus Oxygen, Inc.	 	Care Plus Oxygen, Inc.	 	1600 6th Avenue Suite 119A	 	York	 	PA	 	17403
	AeroCare Home Medical Equipment, Inc. - MO	 	AeroCare Home Medical Equipment, Inc. - MO	 	1505- D&E South Elliott	 	Aurora	 	MO	 	65605
	All American Oxygen	 	All American Oxygen	 	125 East Lagrange Road	 	Hanover	 	IN	 	47243
	AeroCare Home Medical Equipment, Inc. - TX	 	AeroCare Home Medical Equipment, Inc. - TX	 	209 M&M Ranch Road Unit #110	 	Granbury	 	TX	 	76049
	All American Oxygen	 	All American Oxygen	 	427 Chestnut Street Suite 4	 	Berea	 	KY	 	40403
	AeroCare Home Medical Equipment, Inc. - MO	 	AeroCare Home Medical Equipment, Inc. - MO	 	1216 HWY 72 E.	 	Rolla	 	MO	 	65401
	The 3700 Company, LLC	 	Air Options Respiratory	 	615 W. Deer Valley Rd. Suite 124	 	Phoenix (Anthem)	 	AZ	 	85027
	Care Plus Oxygen, Inc.	 	Care Plus Oxygen, Inc.	 	205 Park Place Suite 4	 	Bellefonte	 	PA	 	16823
	Care Plus Oxygen, Inc.	 	Care Plus Oxygen, Inc.	 	1637 East Main St.	 	Waynesboro	 	PA	 	17268
	AeroCare Home Medical Equipment, Inc. – TX	 	AeroCare Home Medical Equipment, Inc. - TX	 	304 Acker Street Suite 101	 	Sanger	 	TX	 	76266
	AeroCare Home Medical Equipment, Inc. - MO	 	AeroCare Home Medical Equipment, Inc. - MO	 	329A North Barrett Street	 	Nevada	 	MO	 	64772
	Freedom Respiratory, Inc.	 	Health First - H.M.S.	 	2852 East Parham Road	 	Henrico	 	VA	 	23228
	Freedom Respiratory, Inc.	 	Freedom Respiratory, Inc.	 	1155 Piney Forest Road Suite A	 	Danville	 	VA	 	24540
	AeroCare, Inc.	 	AeroCare Inc.	 	802 Ave E Suite 5, 7, & 10	 	Ely	 	NV	 	89301
	Twin Rivers Respiratory Care, Inc.	 	AeroCare	 	2603 W. Pleasant Grove Rd. Suites 106 & 107	 	Rogers	 	AR	 	72758
	AeroCare Home Medical, Inc.	 	AeroCare Home Medical, Inc.	 	Riverside Shopping Center, 1495 Highway 71 West Suite E	 	LaGrange	 	TX	 	78945
	AeroCare Holdings, Inc.	 	AeroCare	 	700 Automation Drive Units G&L	 	Windsor	 	CO	 	80550
	AeroCare Holdings, Inc.	 	AeroCare	 	634 Elkton Drive	 	Colorado Springs	 	CO	 	80907
	AeroCare Home Medical Equipment, Inc. - MO	 	AeroCare Home Medical Equipment, Inc. - MO	 	512 Ellis Blvd Suite S	 	Jefferson City	 	MO	 	65101
	Twin Rivers Respiratory Care, Inc.	 	AeroCare Home Medical, Inc.	 	2019 Summerhill Road	 	Texarkana	 	TX	 	75501
	Twin Rivers Respiratory Care, Inc.	 	AeroCare	 	315 Section Line Road Suites C & D Malvern National Bank Plaza	 	Hot Springs	 	AR	 	71913
	Twin Rivers Respiratory Care, Inc.	 	AeroCare	 	1400 South Knoxville	 	Russellville	 	AR	 	72802
	Beacon Respiratory Services, Inc.	 	Encore Respiratory	 	4755 Drane Field Rd. Ste. 101	 	Lakeland (Lake Alfred)	 	FL	 	33811
	Beacon Respiratory Services, Inc.	 	Encore Respiratory	 	5909-A Breckenridge Parkway	 	Tampa	 	FL	 	33610
	Beacon Respiratory Services, Inc.	 	Alliance Oxygen and Medical Equipment	 	1455 Railhead Road SUITE 5	 	Naples	 	FL	 	34110


 




    	8



    	 



    

 


	Company
    Name	 	DBA:
                                         Company

        Name
	 	Address	 	City	 	ST	 	Zip

        Code

	Beacon Respiratory Services, Inc.	 	Alliance Oxygen and Medical Equipment	 	1050 Corporate Ave Unit 105	 	North Port	 	FL	 	34289
	Beacon Respiratory Services, Inc.	 	Alliance Oxygen and Medical Equipment	 	4562 McAshton Street Unit 11 & 12	 	Sarasota	 	FL	 	34233
	Beacon Respiratory Services, Inc.	 	Encore Respiratory	 	3672 US Hwy 27 North	 	Sebring	 	FL	 	33870
	Beacon Respiratory Services, Inc.	 	Alliance Oxygen and Medical Equipment	 	2840 Scherer Drive Suite 425	 	St. Petersburg	 	FL	 	33716
	AeroCare Holdings, Inc.	 	Air Options Respiratory	 	2119 N. 7th St.	 	Grand Junction	 	CO	 	81501
	AeroCare Holdings, Inc.	 	Air Options Respiratory	 	3465 N Main	 	Durango	 	CO	 	81301
	Sunbelt Medical, Inc.	 	Sunbelt Medical, Inc.	 	4502 35th street Suite 100	 	Orlando	 	FL	 	32811
	Pharmacy, Inc.	 	Pharmacy, Inc.	 	82 Spruce St	 	Murray	 	KY	 	42071
	Pharmacy, Inc.	 	Rep: Steve McPhee	 	1718 E. Broadway APT E	 	Columbia	 	MO	 	65201
	Pharmacy, Inc.	 	Pharmacy, Inc.	 	90 Wall St (satellite office for Murray location)	 	Puryear	 	TN	 	38251
	Trinity Healthcare of Winston-Salem	 	Trinity	 	3084 Salem Industrial Drive	 	Winston - Salem	 	NC	 	27127
	Trinity Healthcare	 	Trinity	 	9741 - I Southern Pine Blvd. STE B	 	Huntersville / Charlotte	 	NC	 	28078
	Trinity Healthcare	 	Aerocare	 	935 Interstate Ridge Suite E	 	Gainesville	 	GA	 	30501
	Lovell Medical Supply	 	Lovell Medical Supply	 	186 W. Independence Blvd	 	Mount Airy	 	NC	 	27030
	Lovell Medical Supply	 	Lovell Medical Supply	 	46 Boone Trail	 	North Wilkesboro	 	NC	 	28659
	Beacon Respiratory Services of GA	 	AeroCare	 	406 & 408 Bells Highway	 	Walterboro	 	SC	 	29488
	Twin Rivers Respiratory Care, Inc.	 	Twin Rivers Respiratory Care, Inc.	 	1217 W. Parker Rd Suite D	 	Jonesboro	 	AR	 	72404
	AeroCare Holdings, Inc.	 	AeroCare Holdings, Inc.	 	246 Market St.	 	Meeker	 	CO	 	81641
	Beacon Respiratory Services of GA	 	AeroCare	 	632 Sunset Blvd. Hilltop Plaza 640	 	West Columbia (CHESTER)	 	SC	 	29169
	Beacon Respiratory Services of GA	 	AeroCare	 	3931 Mega Drive Unit 11	 	Myrtle Beach	 	SC	 	29588
	Beacon Respiratory Services, Inc.	 	AeroCare	 	6790 East Rogers Circle	 	Boca Raton	 	FL	 	33487
	Accucare Medical, LLC	 	Southeast Home Care & Respiratory	 	2150 Central Avenue	 	Augusta	 	GA	 	30904
	Accucare Medical, LLC	 	Southeast Home Care & Respiratory	 	The Market Place Shopping Center 200 University Parkway Space F	 	Aiken	 	SC	 	29801
	Accucare Medical, LLC	 	AeroCare	 	3279 Highway 42 North Suite G	 	Stockbridge	 	GA	 	30281
	AeroCare Home Medical, Inc.	 	Aerocare of Mobile	 	1170-A West I-65 Services Road South	 	Mobile	 	AL	 	36609
	M. Davis Management, Inc.	 	Proximed	 	4502 35th Street Suite 700	 	Orlando	 	FL	 	32811
	Beacon Respiratory Services, Inc.	 	AeroCare	 	1701 SE Tiffany Ave. Suite 104	 	Port St. Lucie	 	FL	 	34952
	AeroCare Holdings, Inc.	 	AeroCare	 	460 St. Michael’s Drive Ste. 506	 	Santa Fe	 	NM	 	87505
	Oxygen & Sleep Associates, Inc.	 	Oxygen & Sleep Associates, Inc.	 	205 Perimeter Park Road Suite D & E	 	Knoxville	 	TN	 	37922
	Oxygen & Sleep Associates, Inc.	 	Oxygen & Sleep Associates, Inc.	 	1701 Louisville Dr. Suite 107	 	Knoxville	 	TN	 	37921
	AeroCare, Inc.	 	AeroCare, Inc.	 	6015 S. Virginia St. Ste. E-297	 	Reno	 	NV	 	89502
	AeroCare Holdings, Inc.	 	AeroCare	 	1269 S. Second St	 	Raton	 	NM	 	87740


 




    	9



    	 



    

 


	Company
    Name	 	DBA:
                                         Company

        Name
	 	Address	 	City	 	ST	 	Zip

        Code

	Beacon Resp of GA	 	AeroCare	 	108 Thomas Cary Court Suite B	 	Wando	 	SC	 	29492
	Oxygen & Sleep Associates, Inc.	 	Oxygen & Sleep Associates, Inc.	 	Pine Ridge Office Park 708 S. Illinois Avenue Suite E-101	 	Oak Ridge	 	TN	 	37830
	Beacon Respiratory Services of GA	 	AeroCare	 	1030 Juniper Lake Road Suite H	 	West End (Pinehurst)	 	NC	 	27376
	Care Plus Oxygen, Inc.	 	Care Plus Oxygen	 	Jay Park Plaza 114 Columbia Dr. Suite 10	 	East Stroudsburg (Marshals Creek)	 	PA	 	18301- 8222
	All American Medical Services, Inc.	 	All American Medical Services, Inc.	 	4350 Oakes Road Unit 507	 	Davie (Pompano Beach)	 	FL	 	33314
	Sunbelt Medical, Inc.	 	Sunbelt Medical, Inc.	 	1 West Park Avenue Suite 2	 	Eustis	 	FL	 	32726
	Charlotte Respiratory Solutions	 	Charlotte Respiratory Solutions	 	9741 - A Southern Pine Blvd.	 	Charlotte	 	NC	 	28273
	Lamar, LLC	 	Home Oxygen Medical Equipment	 	13881 Plantation Road Units 5 & 6	 	Fort Myers	 	FL	 	33912
	Skinny, LLC	 	Home Oxygen Medical Equipment of Hernando	 	Blackwell Trade Center 18735 Sakera Road	 	Hudson	 	FL	 	34667
	Excel in Brightree	 	Excel in Brightree	 	Excel for Medicare CPAP business in Orlando in Brightree	 	Sunbelt	 	FL	 	 
	AeroCare Holdings, Inc.	 	Breath of Life	 	1818 Medicine Bow Court #2	 	Silt	 	CO	 	81650
	Guardian Medical Inc.	 	Guardian Medical Inc.	 	4553 Marlotti Court Unit 102	 	Sarasota	 	FL	 	34233
	Respiratory Home Care of Bristol, LLC	 	Respiratory Home Care of Bristol, LLC	 	663 Highway 126 Suites 1, 2, & 3	 	Bristol	 	TN	 	37620
	Respiratory Home Care of Bristol, LLC	 	Respiratory Home Care of Bristol, LLC	 	105 West Stone Drive Suite 1C	 	Kingsport	 	TN	 	37660
	AeroCare Holdings, Inc.	 	AeroCare	 	250 E Avenue	 	Limon	 	CO	 	80826
	AeroCare Holdings, Inc.	 	AeroCare	 	975 4th St (storage/warehouse)	 	Limon	 	CO	 	80828
	AeroCare Holdings, Inc.	 	AeroCare	 	1118 Logan Ave.	 	Cheyenne	 	WY	 	82001
	Desloge Home Oxygen and Medical Equipment, Inc.	 	Desloge Home Oxygen and Medical Equipment, Inc.	 	2510 Miccosukee Road Suite 101	 	Tallahassee	 	FL	 	32308
	Reliable Medical of Conway, LLC	 	Reliable Medical of Conway, LLC	 	2381 Highway 544 Unit 1	 	Conway	 	SC	 	29526
	Reliable Medical Equipment, LLC	 	Reliable Medical Equipment, LLC	 	108 Thomas Cary Court Suite A	 	Wando	 	SC	 	29492
	Patients First Medical Equipment of Spartanburg, LLC	 	AeroCare	 	107 Sunbelt Court, Suite 1	 	Greer	 	SC	 	29650
	Care Plus Oxygen, Inc.	 	Cooks Medical	 	Rear 785 Wyoming Ave.	 	Kingston	 	PA	 	18704
	AeroCare Holdings, Inc.	 	AeroCare Holdings, Inc.	 	7900 Lorraine Court Suite J	 	Albuquerque	 	NM	 	87113
	Lovell Medical Supply	 	AeroCare	 	36 Rosscraggon Rd Suite C	 	Asheville	 	NC	 	28803
	AeroCare Home Medical Equipment, Inc. - TX	 	Med One, Inc.	 	729 S. Mustang Road	 	Yukon	 	OK	 	73099
	Home Respiratory Solutions, Inc.	 	AeroCare	 	6950 Philips Hwy Suite 8	 	Jacksonville	 	FL	 	32216
	AeroCare Home Medical, Inc.	 	Quality Plus	 	210 Bearden Road	 	Pelham	 	AL	 	35124
	Hometown Respiratory Consultants, Inc.	 	Hometown Respiratory Consultants, Inc.	 	132 Gordonsville Hwy	 	Carthage	 	TN	 	37030
	Hometown Respiratory Consultants, Inc.	 	Hometown Respiratory Consultants, Inc.	 	1014 Scottsville Rd.	 	Lafayette	 	TN	 	37083
	Hometown Respiratory Consultants, Inc.	 	Hometown Respiratory Consultants, Inc.	 	813 West Main St.	 	Woodbury	 	TN	 	37190
	Hometown Respiratory Consultants, Inc.	 	Hometown Respiratory Consultants, Inc.	 	513 West Baddour Parkway	 	Lebanon	 	TN	 	37087


 




    	10



    	 



    

 


	Company
    Name	 	DBA:
                                         Company

        Name
	 	Address	 	City	 	ST	 	Zip

        Code

	AeroCare Home Medical, Inc.	 	AeroCare Home Medical, Inc.	 	5041 Spencer Highway	 	Pasadena	 	TX	 	77505
	Louisville O2	 	Louisville O2	 	1999 B&C Brownsboro Road	 	Louisville	 	KY	 	40206
	Triad Respiratory Solutions	 	Triad Respiratory Solutions	 	3061 Trenwest Drive	 	Winston -Salem	 	NC	 	27103
	Bird and Bear Medical, Inc.	 	 	 	11223 Otter Creek East Blvd	 	Mabelvale	 	AR	 	 
	Bird and Bear Medical, Inc.	 	AeroCare	 	2101 Ondra Drive	 	Searcy	 	AR	 	72143
	Bird and Bear Medical, Inc.	 	AeroCare	 	1810 East Oak	 	Conway	 	AR	 	72032
	Oxygen & Sleep Associates, Inc.	 	Oxygen & Sleep Associates, Inc.	 	The Pavilion Office Building 1916 Patterson Street Suite 204	 	Nashville	 	TN	 	37203
	Oxygen & Sleep Associates, Inc.	 	Oxygen & Sleep Associates, Inc.	 	230 Cumberland Bend, Suite 230G	 	Nashville	 	TN	 	37203
	Georgia Home Medical, Inc.	 	 	 	416 Pine Avenue	 	Albany	 	GA	 	31701
	Georgia Home Medical - Columbus, Inc.	 	 	 	North Columbus Business Park 506 Manchester Expressway Suite A-8	 	Columbus	 	GA	 	31904
	Sunbelt Medical, Inc.	 	Sunbelt Medical, Inc.	 	1055 N Dixie Freeway Suite [    ]	 	New Smyrna Beach	 	FL	 	32168
	TC Medical Supply, LLC	 	 	 	3315 SW 13th Street Unit 201 & 202	 	Ocala	 	FL	 	34474
	TC Medical Supply, LLC	 	 	 	5200 W. Newberry Road Building E Suite 6 & 7	 	Gainesville	 	FL	 	32607
	Edge Medical Supply, LLC	 	 	 	1331 D South Beckham	 	Tyler	 	TX	 	75701
	Edge Medical Supply, LLC	 	 	 	411 East Rusk	 	Jacksonville	 	TX	 	75766
	Edge Medical Supply, LLC	 	 	 	217 N. Hillcrest	 	Sulphur Springs	 	TX	 	75482
	Edge Medical Supply, LLC	 	 	 	3731West HWY 31 Ste E	 	Corsicana	 	TX	 	75110
	Edge Medical Supply, LLC	 	 	 	1324 Common Street Suite 304 & 305	 	New Braunfels	 	TX	 	78130
	Edge Medical Supply, LLC	 	 	 	1320 West Oaklawn Suite B	 	Pleasanton	 	TX	 	78064
	Edge Medical Supply, LLC	 	 	 	8134 Fredericksburg Road	 	San Antonio	 	TX	 	78229
	BJ’s Wheelchair Service, Inc.	 	 	 	4515 North St. Suite 2	 	Nacogdoches	 	TX	 	75965
	McFarland Group, Inc.	 	McFarland Medical	 	1114 West First N. Street	 	Morristown	 	TN	 	37814
	McFarland Group, Inc.	 	McFarland Medical	 	1413 Tusculum Blvd	 	Greenville	 	TN	 	37745
	McFarland Group, Inc.	 	McFarland Medical	 	588 South Shady Street	 	Mountain City	 	TN	 	37683
	McFarland Group, Inc.	 	McFarland Medical	 	170 Oak Ridge Turnpike	 	Oak Ridge	 	TN	 	37830
	McFarland Group, Inc.	 	McFarland Medical	 	819-B Dolly Parton Pkwy	 	Sevierville	 	TN	 	37862
	Edge Medical Supply, LLC	 	 	 	1333 D South Beckham REHAB CENTER	 	Tyler	 	TX	 	75701
	Atlantic Medical Supply	 	Atlantic Medical Supply	 	4540 & 4542 SW 75th Avenue	 	Miami	 	FL	 	33155
	AeroCare Holdings, Inc.	 	AeroCare	 	256 Annie Road Unit C P.O. Box 1414	 	Silverthorne	 	CO	 	80498
	Total Homecare Corporation	 	Reliacare Home Medical	 	306 N. 6th Avenue	 	Hopewell	 	VA	 	23860
	Total Homecare Corporation	 	Reliacare Home Medical	 	2313 Oaklawn Blvd. (Warehouse space)	 	Hopewell	 	VA	 	23860
	AeroCare Holdings, Inc.	 	AeroCare Holdings, Inc.- Corp	 	3325 Bartlett Blvd.	 	Orlando Corp.	 	FL	 	32811


 




    	11



    	 



    

 


	Company
    Name	 	DBA:
                                         Company

        Name
	 	Address	 	City	 	ST	 	Zip

        Code

	AeroCare Home Medical, Inc.	 	AeroCare Home Medical, Inc., Houston Corp	 	15401 Vantage Parkway W. #100	 	Houston Corp.	 	TX	 	77032
	AeroCare Home Medical, Inc.	 	AeroCare Home Medical, Inc., Houston Corp	 	15603 West Hardy Suite 350	 	Houston Corp.	 	TX	 	77060
	AeroCare Home Medical, Inc.	 	AeroCare Home Medical, Inc., Houston Corp	 	1515 Aldin Place	 	Houston Corp.	 	TX	 	77032
	AeroCare Holdings, Inc.	 	Air Options Respiratory	 	2233 East Main Street 330 South 8th Street	 	Montrose Billing	 	CO	 	81401
	Twin Rivers Respiratory Care, Inc.	 	 	 	987 West Washington Suite A & B

 CPAP STORAGE FOR ALL
    TWIN LOCATIONS: 

993 Washington	 	Camden Corp.	 	AR	 	71701
	Respiratory Billing Center	 	Respiratory Billing Center- Billing for Virginia	 	282 Westgate Mall Cir. Ste. 117	 	Pennington Gap Billing	 	VA	 	24277
	AeroCare Holding, Inc.	 	AeroCare Holdings, Inc. - Billing	 	3325 Bartlett Blvd.	 	Orlando Billing	 	FL	 	32811
	All Care, Inc.	 	All Care, Inc. - Billing	 	3010 Farabaugh Lane	 	Pueblo Billing	 	CO	 	81005
	Care Plus Oxygen, Inc.	 	Care Plus Oxygen, Inc.	 	850 A State Street	 	Lemoyne Corp.	 	PA	 	17043
	Express Medical Supply, LTD.	 	 	 	3122 North 1st Street	 	Abilene	 	TX	 	79603
	All Care, Inc.	 	 	 	312 N. Main	 	Pueblo	 	CO	 	81003
	Twin Rivers Respiratory Care, Inc.	 	Twin Rivers Respiratory Care, Inc. - Billing	 	987 West Washington Suite A & B	 	Camden Billing	 	AR	 	71701
	Lovell Medical Supply	 	 	 	176 W. Independence Blvd	 	Mount Airy	 	NC	 	27030
	Rossville	 	Rossville - Billing	 	 	 	Rossville Billing	 	IN	 	 
	AeroCare Holding, Inc.	 	AeroCare Holdings, Inc. - Billing	 	3325 Bartlett Blvd.	 	Orlando Medical Review	 	FL	 	32811
	 	 	Fort Myers Billing Center	 	13881 Plantation Road Units 5 & 6	 	Fort Myers Billing Center	 	FL	 	 
	Bird and Bear Medical, Inc.	 	Little Rock Billing Center	 	3524 Terminix Drive	 	Little Rock Billing Center	 	AR	 	72206
	Edge Medical Supply, LLC	 	 	 	2811 Robertson Road	 	Tyler	 	TX	 	75701
	McFarland Group, Inc.	 	McFarland Medical	 	1114 West First N. Street	 	Morristown Billing Center	 	TN	 	37814
	Pharmacy, Inc.	 	Pharmacy, Inc.	 	code only pharmacy meds - 5030 and contract labor - 7090	 	Murray - Pharmacy	 	 	 	 
	AeroCare CPAP World	 	AeroCare CPAP World	 	15401 Vantage Parkway W. #100	 	Houston -CPAP World	 	TX	 	77032


 




    	12



    	 



    

 


Schedule 4.18-2


 


LOCATIONS OF CHIEF EXECUTIVE OFFICE, TAXPAYER IDENTIFICATION
NUMBER, ETC.


 





	Chief Executive Office for all Loan Parties:	3325 Bartlett Blvd., Orlando, FL 32811







  


	Company	 	Tax ID	 	
        Organizational

        Identification Number

	Aerocare Holdings, Inc.	 	55-0800066	 	3568419
	Accucare Medical Equipment, LLC	 	80-0002984	 	3500679180
	Aerocare Home Medical Equipment, Inc. (MO)	 	32-0057768	 	00517440
	Aerocare Home Medical Equipment, Inc. (TX)	 	76-0662107	 	01606156
	Aerocare Home Medical, Inc.	 	76-0653019	 	01593819
	Aerocare, Inc.	 	73-1636259	 	NV20021266311
	Aerocare Pharmacy, Inc.	 	76-0663307	 	01607195
	All American Oxygen, Inc.	 	73-1661640	 	0555986
	Allcare, Inc.	 	84-1359750	 	19961135363
	Beacon Respiratory Services, Inc.	 	59-3641476	 	3213123
	Care Plus Oxygen, Inc.	 	45-0506882	 	3129459
	Express Medical Supply, Ltd.	 	75-2494404	 	14642610
	Freedom Respiratory, Inc.	 	20-0028861	 	05969076
	Home Respiratory Solution’s, Inc.	 	57-1121667	 	P01000036123
	Paul Home Oxygen Services, Inc.	 	16-1655992	 	20031059860
	Promise Medical, Inc.	 	74-2809170	 	01427347
	Southern Home Respiratory & Equipment, Inc.	 	59-3769111	 	05924212
	The 3700 Company, L.L.C.	 	84-1134781	 	19951080350
	Twin Rivers Respiratory Care, Inc.	 	16-1655984	 	800004579
	Sunbelt Medical Supply & Oxygen, Inc.	 	65-1115789	 	P98000100925
	Pharmacy, Inc. Kentucky	 	61-1357805	 	0483792
	Pharmacy, Inc.	 	61-1362564	 	3160719
	Beacon Respiratory Services of Georgia, Inc.	 	59-3758015	 	3460575
	Lovell Medical Supply, Inc.	 	56-2056348	 	0445241
	Trinity Healthcare of Winston-Salem, Inc.	 	58-2117868	 	K417080
	M. Davis Management, Inc.	 	59-3143582	 	V56852
	Oxygen & Sleep Associates, Inc.	 	56-2439076	 	000463819
	All American Medical Services, Inc.	 	59-2686756	 	M31863
	Charlotte Respiratory Solutions, Inc.	 	32-0128448	 	07417884
	AeroCare Employee Benefits, Inc.	 	45-3305035	 	P11000080841
	Lamar, LLC	 	20-0301337	 	L03000039454
	Skinny, LLC	 	20-0686689	 	L04000009578
	Respiratory Home Care of Bristol, LLC	 	51-0447627	 	000496408
	Guardian Medical Inc.	 	20-8585485	 	P07000027426
	Desloge Home Oxygen and Medical Equipment, Inc.	 	59-2962517	 	K91930
	Reliable Medical of Conway, LLC	 	26-2310591	 	N/A
	Reliable Medical Equipment, LLC	 	62-1757567	 	N/A
	Patients First Medical Equipment of Spartanburg, LLC	 	57-1113369	 	N/A
	Hometown Respiratory Consultants, Inc.	 	62-1465202	 	000240060
	Louisville O2, Inc.	 	61-1465633	 	574852
	Triad Respiratory Solutions, Inc.	 	20-1151747	 	726686
	Bird & Bear Medical, Inc.	 	71-0851125	 	100194830
	CPAP Supply.com, Inc.	 	46-3544271	 	801829443


 




    	13



    	 



    

 


	Company	 	Tax ID	 	
        Organizational

        Identification Number

	The Oxygen Company, Inc.	 	54-1177495	 	02212652
	Georgia Home Medical, Inc.	 	20-3063868	 	0538410
	Georgia Home Medical - Columbus, Inc.	 	26-4710104	 	09019924
	Edge Medical Supply, L.L.C.	 	68-0498916	 	800072864
	BJ’s Wheelchair Service, Inc.	 	75-2795011	 	151565900
	TC Medical Supply, LLC	 	71-1013530	 	L07000125049
	McFarland Group, Inc.	 	27-0110308	 	473048
	Atlantic Medical Supply, Inc.	 	65-0399542	 	P93000021894
	Total Homecare Corporation	 	54-1561503	 	03641735


 




    	14



    	 



    

 


Schedule 4.18-3


 


LOCATIONS OF ASSETS


 


See Schedule 4.18-1.


 




    	15



    	 



    

 


Schedule 4.18-4


 


CHANGES IN LEGAL NAME, STATE OF FORMATION AND STRUCTURE


 


None, with respect to the Borrower and all Subsidiaries purchased
five years or more prior to the Effective Date and none, to the Borrower’s knowledge, with respect to all Subsidiaries within
five years prior to the Effective Date.


 




    	16



    	 



    

 


Schedule 7.1


 


OUTSTANDING INDEBTEDNESS


 


The following, which is permitted under Section 7.1 (but included
herein for informational purposes):


 


Summary of Leases Being Paid Off At Closing


 


	 	 	 	 	 	 	Payoff	 		 	 	 
	 	 	 	 	 	 	Balance on or about	 	Maturity	 	 	 
	Name
    of Secured Party	 	Debtor	 	Lease
    #	 	June
    30, 2014	 	Date	 	Security	 
	Med One Capital Funding, LLC	 	Aerocare Holdings, Inc.	 	1000168-54	 	21,905.00	 	7/1/2014	 	Rental equipment — patients	 
	Med One Capital Funding, LLC	 	Aerocare Holdings, Inc.	 	1000168-55	 	53,500.00	 	8/1/2014	 	Rental equipment — patients	 
	Med One Capital Funding, LLC	 	Aerocare Holdings, Inc.	 	1000168-56	 	78,765.00	 	9/1/2014	 	Rental equipment — patients	 
	Med One Capital Funding, LLC	 	Aerocare Holdings, Inc.	 	1000168-57	 	102,540.00	 	10/1/2014	 	Rental equipment — patients	 
	Med One Capital Funding, LLC	 	Aerocare Holdings, Inc.	 	1000168-58	 	142,850.00	 	11/1/2014	 	Rental equipment — patients	 
	Med One Capital Funding, LLC	 	Aerocare Holdings, Inc.	 	1000168-59	 	161,580.00	 	12/1/2014	 	Rental equipment — patients	 
	Totals For Med One	 	 	 	 	 	561,140.00	 	 	 	 	 
	Key Equipment Finance, Inc.	 	Aerocare Holdings, Inc.	 	1800064455	 	132,281.10	 	12/14/2014	 	Rental equipment — patients	 
	Key Equipment Finance, Inc.	 	Aerocare Holdings, Inc.	 	180073150S	 	203,549.44	 	2/14/2015	 	Rental equipment — patients	 
	Key Equipment Finance, Inc.	 	Aerocare Holdings, Inc.	 	180074875S	 	183,074.69	 	4/15/2015	 	Rental equipment — patients	 
	Key Equipment Finance, Inc.	 	Aerocare Holdings, Inc.	 	180075796S	 	189,890.79	 	5/15/2015	 	Rental equipment — patients	 
	Key Equipment Finance, Inc.	 	Aerocare Holdings, Inc.	 	180076896S	 	330,295.95	 	6/15/2015	 	Rental equipment — patients	 
	Key Equipment Finance, Inc.	 	Aerocare Holdings, Inc.	 	180077667S	 	365,134.58	 	7/15/2015	 	Rental equipment — patients	 
	Key Equipment Finance, Inc.	 	Aerocare Holdings, Inc.	 	1800077687	 	368,048.47	 	8/15/2015	 	Rental equipment — patients	 
	Key Equipment Finance, Inc.	 	Aerocare Holdings, Inc.	 	1800078561	 	425,230.79	 	9/10/2015	 	Rental equipment — patients	 
	Key Equipment Finance, Inc.	 	Aerocare Holdings, Inc.	 	180079990S	 	442,471.28	 	10/10/2015	 	Rental equipment — patients	 
	Key Equipment Finance, Inc.	 	Aerocare Holdings, Inc.	 	180081383S	 	419,611.73	 	11/10/2015	 	Rental equipment — patients	 
	Key Equipment Finance, Inc.	 	Aerocare Holdings, Inc.	 	180082006S	 	436,813.71	 	12/10/2015	 	Rental equipment — patients	 
	Key Equipment Finance, Inc.	 	Aerocare Holdings, Inc.	 	180082454S	 	448,918.84	 	1/10/2016	 	Rental equipment — patients	 
	Key Equipment Finance, Inc.	 	Aerocare Holdings, Inc.	 	1800083235	 	534,243.65	 	2/10/2016	 	Rental equipment — patients	 
	Key Equipment Finance, Inc.	 	Aerocare Holdings, Inc.	 	1800083763	 	571,262.19	 	3/10/2016	 	Rental equipment — patients	 
	Totals Key Equipment	 	 	 	 	 	5,050,827.21	 	 	 	 	 


 




    	17



    	 



    

 


	Philips Medical Capital, LLC	 	Aerocare Holdings, Inc.	 	PH013245	 	25,620.24	 	6/1/2014	 	Rental equipment — patients	 
	Philips Medical Capital, LLC	 	Aerocare Holdings, Inc.	 	PH013956	 	206,476.56	 	2/1/2015	 	Rental equipment — patients	 
	Philips Medical Capital, LLC	 	Aerocare Holdings, Inc.	 	PH010456	 	240,727.00	 	4/1/2015	 	Rental equipment — patients	 
	Philips Medical Capital, LLC	 	Aerocare Holdings, Inc.	 	101-10027975	 	811,297.98	 	1/1/2017	 	Rental equipment — patients	 
	Philips Medical Capital, LLC	 	Aerocare Holdings, Inc.	 	101-10029561	 	844,790.00	 	2/1/2017	 	Rental equipment — patients	 
	Philips Medical Capital, LLC	 	Aerocare Holdings, Inc.	 	101-10032922	 	846,546.88	 	3/1/2017	 	Rental equipment — patients	 
	Philips Medical Capital, LLC	 	Aerocare Holdings, Inc.	 	101-10035325	 	2,115,998.77	 	4/1/2017	 	Rental equipment — patients	 
	Philips Medical Capital, LLC	 	Aerocare Holdings, Inc.	 	101-10037939	 	1,075,714.65	 	5/1/2017	 	Rental equipment — patients	 
	Philips Medical Capital, LLC	 	Aerocare Holdings, Inc.	 	101-10040091	 	968,142.70	 	6/1/2017	 	Rental equipment — patients	 
	Philips Medical Capital, LLC	 	Aerocare Holdings, Inc.	 	101-10042309	 	1,050,977.88	 	7/1/2017	 	Rental equipment — patients	 
	Philips Medical Capital, LLC	 	Aerocare Holdings, Inc.	 	101-10045578	 	967,282.31	 	8/1/2017	 	Rental equipment — patients	 
	Philips Medical Capital, LLC	 	Aerocare Holdings, Inc.	 	101-10045580	 	303,340.00	 	8/1/2017	 	Rental equipment — patients	 
	Totals Philips Medical Capital	 	 	 	 	 	9,456,914.97	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Summary of Leases Not Being Paid Off At Closing	 	 	 	 	 	Balance	 	 	 
	AirSep Corporation	 	Guardian Medical, Inc.	 	229031	 	14,001	 	10/17/2014	 	Rental equipment — patients	 
	GreatAmerica Leasing Corporation	 	Respiratory Home Care of Bristol, LLC	 	697764	 	2,415	 	3/27/2016	 	Canon IR 2020 Copier	 
	Key Equipment Finance, Inc.	 	Aerocare Holdings, Inc.	 	1800095018	 	1,119,353	 	8/1/2017	 	Rental equipment — patients	 
	Philips Medical Capital, LLC	 	Aerocare Holdings, Inc.	 	101-10009507	 	504,379	 	6/1/2016	 	Rental equipment — patients	 
	Philips Medical Capital, LLC	 	Aerocare Holdings, Inc.	 	101-10011607	 	479,992	 	7/1/2016	 	Rental equipment — patients	 
	Philips Medical Capital, LLC	 	Aerocare Holdings, Inc.	 	101-10014018	 	553,125	 	8/1/2016	 	Rental equipment — patients	 
	Philips Medical Capital, LLC	 	Aerocare Holdings, Inc.	 	101-10016154	 	528,950	 	9/1/2016	 	Rental equipment — patients	 
	Philips Medical Capital, LLC	 	Aerocare Holdings, Inc.	 	101-10019177	 	676,079	 	10/1/2016	 	Rental equipment — patients	 
	Philips Medical Capital, LLC	 	Aerocare Holdings, Inc.	 	101-10023359	 	727,840	 	11/1/2016	 	Rental equipment — patients	 
	Philips Medical Capital, LLC	 	Aerocare Holdings, Inc.	 	101-10024529	 	633,077	 	12/1/2016	 	Rental equipment — patients	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Grand Total of Leases Not Being Paid at Closing	 	5,239,211	 	 	 	 	 


 




    	18



    	 



    

 


Schedule 7.2


 


EXISTING LIENS


 


Liens in connection
with the Indebtedness listed on Schedule 7.1, all of which is permitted under Section 7.2 (but included herein for informational
purposes).


 




    	19



    	 



    

 


Schedule 7.4


 


EXISTING INVESTMENTS


 


Four hundred forty six (446) commons shares of Principal Financial
Group with a market value as of June 25, 2014 of $ 22,429.34.


 




    	20



    	 



    

 


Exhibit 2.3


 


[FORM OF] NOTICE OF REVOLVING BORROWING


 


[Date]


 


SunTrust Bank


Agency Services


303 Peachtree Street, N.E. / 25th
Floor


Atlanta, Georgia 30308


Attention: Doug Weltz


Facsimile Number: (404) 221-2001


 


To Whom It May Concern:


 


Reference is made to
the Amended and Restated Credit Agreement dated as of June 30, 2014 (as amended, modified, supplemented, increased and extended
from time to time, the “Credit Agreement”), among the undersigned, as Borrower, the Guarantors identified therein,
the Lenders identified therein, and SunTrust Bank, as Administrative Agent, Issuing Bank and Swingline Lender. Capitalized terms
used herein but not otherwise defined herein shall have the meanings provided in the Credit Agreement. This notice constitutes
a Notice of Revolving Borrowing. The Borrower hereby requests a Borrowing of Revolving Loans under the Credit Agreement, and in
connection therewith the Borrower specifies the following information with respect to the Borrowing of Revolving Loans requested
hereby:


 


		(A)	Aggregate principal amount of Borrowing of Revolving Loans1:



 


		(B)	Comprised of:



 


 ̈ Acquisition Revolving Loans2
 ̈ Working Capital Revolving
Loans


 


		(C)	Date of Borrowing of Revolving Loans (which is a Business Day):



 


		(D)	Type of Revolving Loans comprising such Borrowing of Revolving Loans 3:



 


		(E)	[If Eurodollar Loans] Interest Period4:



 


		(F)	Location and number of Borrower’s account to which proceeds of such Borrowing of Revolving Loans are to be disbursed:



 


[SIGNATURE ON FOLLOWING PAGE]


 





 



1 In the case of a Borrowing of Eurodollar Loans,
not less than $500,000 or a larger multiple of $100,000; in the case of a Borrowing of Base Rate Loans, not less than $500,000
or a larger multiple of $100,000.


2 Pursuant to Section 7.1(g) of the Credit Agreement,
the good faith estimate by the Borrower of the maximum aggregate amount of holdback amounts outstanding at any time shall not exceed
the aggregate amount available to be borrowed under the Aggregate Acquisition Revolving Commitments.


3 Borrowing of Eurodollar Loans, Base Rate Loans
or LIBOR Index Rate Loans.


4 Which must comply with the definition of “Interest
Period”.


 




    	 



    	 



    

 


The Borrower hereby represents and warrants that the conditions
specified in Section 3.2 of the Credit Agreement are satisfied.


 


	 	Very truly yours,
	 	 
	 	
        AEROCARE HOLDINGS, INC.,

        a Delaware corporation

	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	 



    	 



    

 


Exhibit 2.4


 


[FORM OF] NOTICE OF SWINGLINE BORROWING


 


[Date]


 


SunTrust Bank


Agency Services


303 Peachtree Street, N.E. / 25th
Floor


Atlanta, Georgia 30308


Attention: Doug Weltz


Facsimile Number: (404) 221-2001


 


To Whom It May Concern:


 


Reference is made to
the Amended and Restated Credit Agreement dated as of June 30, 2014 (as amended, modified, supplemented, increased and extended
from time to time, the “Credit Agreement”), among the undersigned, as Borrower, the Guarantors identified therein,
the Lenders identified therein, and SunTrust Bank, as Administrative Agent, Issuing Bank and Swingline Lender. Capitalized terms
used herein but not otherwise defined herein shall have the meanings provided in the Credit Agreement. This notice constitutes
a Notice of Swingline Borrowing. The Borrower hereby requests a Swingline Borrowing under the Credit Agreement, and in connection
therewith the Borrower specifies the following information with respect to the Swingline Borrowing requested hereby:


 


		(A)	Aggregate principal amount of Swingline Loan1:



 


		(B)	Date of Swingline Loan (which is a Business Day):



 


		(C)	Account of the Borrower to which the proceeds of such Swingline Loan should be credited:



 


[SIGNATURE ON FOLLOWING PAGE]


 





 



1 Not less than $100,000 or a larger multiple of
$50,000.


 




    	 



    	 



    

 


The Borrower hereby represents and warrants that the conditions
specified in Section 3.2 of the Credit Agreement are satisfied.


 


	 	Very truly yours,
	 	 
	 	
        AEROCARE HOLDINGS, INC.,

        a Delaware corporation

	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	 



    	 



    

 


Exhibit 2.7


 


[FORM OF] NOTICE OF CONVERSION/CONTINUATION


 


[Date]


 


SunTrust Bank


Agency Services


303 Peachtree Street, N.E. / 25th
Floor


Atlanta, Georgia 30308


Attention: Doug Weltz


Facsimile Number: (404) 221-2001


 


To Whom It May Concern:


 


Reference is made to
the Amended and Restated Credit Agreement dated as of June 30, 2014 (as amended, modified, supplemented, increased and extended
from time to time, the “Credit Agreement”), among the undersigned, as Borrower, the Guarantors identified therein,
the Lenders identified therein, and SunTrust Bank, as Administrative Agent, Issuing Bank and Swingline Lender. Capitalized terms
used herein but not otherwise defined herein shall have the meanings provided in the Credit Agreement. This notice constitutes
a Notice of Conversion/Continuation. The Borrower hereby requests a continuation or conversion under the Credit Agreement, and
in connection therewith the Borrower specifies the following information with respect to the continuation or conversion requested
hereby:


 


		(A)	Aggregate principal amount of the Borrowing to be continued or converted1:



 


		(B)	Date of continuation or conversion (which is a Business Day):



 


		(C)	Type of Loans comprising such Borrowing2:



 


		(D)	Interest Period3:



 


[SIGNATURE ON FOLLOWING PAGE]


 





 



1 In the case of a Borrowing of Eurodollar Loans,
not less than $500,000 or a larger multiple of $100,000; in the case of a Borrowing of Base Rate Loans, not less than $500,000
or a larger multiple of $100,000.


2 Borrowing of Eurodollar Loans, Base Rate Loans
or LIBOR Index Rate Loans.


3 Which must comply with the definition of “Interest
Period”.


 




    	 



    	 



    

 


The Borrower hereby represents and warrants that the conditions
specified in Section 3.2 of the Credit Agreement are satisfied.


 


	 	Very truly yours,
	 	 
	 	
        AEROCARE HOLDINGS, INC.,

        a Delaware corporation

	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	 



    	 



    

 


Exhibit 2.10


 


[FORM OF] [AMENDED AND RESTATED] NOTE


 


_________, ____


 


FOR VALUE RECEIVED, AEROCARE HOLDINGS,
INC., a Delaware corporation (the “Borrower”), hereby promises to pay to ______________________ or registered
assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined),
the principal amount of each Loan from time to time made by the Lender to the Borrower under the Amended and Restated Credit Agreement
(as amended, modified, supplemented, increased and extended from time to time, the “Credit Agreement”)
dated as of June 30, 2014 among the Borrower, the Guarantors identified therein, the Lenders identified therein and SunTrust Bank,
as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in
the Credit Agreement.


 


The Borrower promises to pay interest on
the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest
rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative
Agent for the account of the Lender in Dollars in immediately available funds at the Payment Office. If any amount is not paid
in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the
date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement.


 


This Note is one of the Notes referred
to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and
conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default, all amounts then remaining
unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement.
Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course
of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and
payments with respect thereto.


 


The Borrower, for itself, its successors
and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of
this Note.


 


[This Note amends and restates, and is
given in replacement for, that certain Note dated November 30, 2012, as amended and modified.]


 


THIS NOTE 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 FLORIDA.


 


[SIGNATURE ON FOLLOWING PAGE]


 




    	 



    	 



    

 

 


IN WITNESS WHEREOF, the Borrower has caused
this Note to be duly executed by its duly authorized officer as of the day and year first above written.


 


	 	AEROCARE HOLDINGS, INC.,
	 	a Delaware corporation
	 	 
	 	By:	 
	 	Name:
	 	Title:


 




    	 



    	 



    

 


EXHIBIT 2.20-1


 


[FORM OF] U.S. TAX COMPLIANCE CERTIFICATE


(For Foreign Lenders That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby
made to the Amended and Restated Credit Agreement (as amended, modified, supplemented, increased and extended from time to time,
the “Credit Agreement”) dated as of June 30, 2014 among the Borrower, the Guarantors identified therein, the
Lenders identified therein and SunTrust Bank, as Administrative Agent.


 


Pursuant to the provisions
of Section 2.20(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner
of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is
not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within
the meaning of Section 881(c)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as
described in Section 881(c)(3)(C) of the Code.


 


The undersigned has
furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing
this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall
promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower
and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which
each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


	[NAME OF LENDER]	 
	 	 
	By:	 	 
	Name:	 
	Title:	 
	 	 	 
	Date:	_____________ __, 20__	 


 




    	 



    	 



    

 


EXHIBIT 2.20-2


 


[FORM OF] U.S. TAX COMPLIANCE CERTIFICATE


(For Foreign Participants That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby
made to the Amended and Restated Credit Agreement (as amended, modified, supplemented, increased and extended from time to time,
the “Credit Agreement”) dated as of June 30, 2014 among the Borrower, the Guarantors identified therein, the
Lenders identified therein and SunTrust Bank, as Administrative Agent.


 


Pursuant to the provisions
of Section 2.20(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner
of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section
881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B)
of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C)
of the Code.


 


The undersigned has
furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate,
the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform
such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently
effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two
calendar years preceding such payments.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


	[NAME OF PARTICIPANT]	 
	 	 
	By:	 	 
	Name:	 
	Title:	 
	 	 	 
	Date:	_____________ __, 20__	 


 




    	 



    	 



    

 


EXHIBIT 2.20-3


 


[FORM OF] U.S. TAX COMPLIANCE CERTIFICATE


(For Foreign Participants That Are Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby
made to the Amended and Restated Credit Agreement (as amended, modified, supplemented, increased and extended from time to time,
the “Credit Agreement”) dated as of June 30, 2014 among the Borrower, the Guarantors identified therein, the
Lenders identified therein and SunTrust Bank, as Administrative Agent.


 


Pursuant to the provisions
of Section 2.20(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation
in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners
of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members
is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the
meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder
of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members
is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has
furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members
that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form
W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By
executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned
shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed
and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in
either of the two calendar years preceding such payments.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


	[NAME OF PARTICIPANT]	 
	 	 
	By:	 	 
	Name:	 
	Title:	 
	 	 	 
	Date:	_____________ __, 20__	 


 




    	 



    	 



    

 


EXHIBIT 2.20-4


 


[FORM OF] U.S. TAX COMPLIANCE CERTIFICATE


(For Foreign Lenders That Are Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby
made to the Credit Agreement (as amended, modified, supplemented, increased and extended from time to time, the “Credit
Agreement”) dated as of June 30, 2014 among the Borrower, the Guarantors identified therein, the Lenders identified therein
and SunTrust Bank, as Administrative Agent.


 


Pursuant to the provisions
of Section 2.20(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s)
(as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect
partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect
to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its
direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course
of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members
is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (v) none of its direct
or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C)
of the Code.


 


The undersigned has furnished the Administrative Agent and
the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming
the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each
of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this
certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly
so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and
the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each
payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


	[NAME OF LENDER]	 
	 	 
	By:	 	 
	Name:	 
	Title:	 
	 	 	 
	Date:	_____________ __, 20__	 


 




    	 



    	 



    

 


Exhibit 2.23


 


[FORM OF] INCREMENTAL TERM LOAN LENDER JOINDER
AGREEMENT


 


THIS LENDER
JOINDER AGREEMENT (this “Agreement”), dated as of              ,
20  , to the Credit Agreement referenced below is by and among [LENDER] (the “Incremental Term
Loan Lender”), AEROCARE HOLDINGS, INC., a Delaware corporation (the “Borrower”), the
Guarantors and SUNTRUST BANK, as Administrative Agent. Capitalized terms used but not otherwise defined herein have the
meanings provided in the Credit Agreement.


 


WITNESSETH


 


WHEREAS, pursuant to
that Amended and Restated Credit Agreement, dated as of June 30, 2014 (as amended, modified, supplemented, increased and extended
from time to time, the “Credit Agreement”), by and among the Borrower, the Guarantors identified therein,
the Lenders from time to time party thereto and SunTrust Bank, as Administrative Agent, Issuing Bank and Swingline Lender, the
Lenders have agreed to provide the Borrower with Revolving Loans, Swingline Loans and the Term Loan;


 


WHEREAS, pursuant to
Section 2.23 of the Credit Agreement, the Borrower has requested that the Incremental Term Loan Lender provide a
portion of an Incremental Term Loan under the Credit Agreement; and


 


WHEREAS, the Incremental
Term Loan Lender has agreed to provide a portion of such Incremental Term Loan on the terms and conditions set forth herein and
to become a “Lender” under the Credit Agreement in connection therewith;


 


NOW, THEREFORE, IN
CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


 


1.          Capitalized
terms used but not defined herein shall have the meaning provided to such terms in the Credit Agreement.


 


2.          The
Incremental Term Loan Lender hereby agrees to provide an Incremental Term Loan to the Borrower in an amount equal to its Incremental
Term Loan Commitment set forth on Schedule I attached hereto. The Incremental Term Loan Lender’s Pro Rata Share of
such Incremental Term Loan Commitment as of the date hereof shall be as set forth on Schedule I attached hereto. The existing
Schedule I to the Credit Agreement shall be deemed to be amended to include the information set forth on Schedule I attached
hereto.


 


3.          The
Incremental Term Loan Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary,
to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become an Incremental Term
Loan Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement, (iii)
from and after the date hereof, it shall be bound by the provisions of the Credit Agreement as an Incremental Term Loan Lender
thereunder and shall have the obligations of an Incremental Term Loan Lender thereunder, (iv) it has received a copy of the Credit
Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 thereof and such other
documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement
and, based on such information, has made such analysis and decision independently and without reliance on the Administrative Agent
or any other Lender and (v) attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit
Agreement (including pursuant to Section 2.20(g) of the Credit Agreement), duly completed and executed by the Incremental Term
Loan Lender; and (b) agrees that it will (i) independently and without reliance on the Administrative Agent or any other Lender,
and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under the Loan Documents and (ii) perform in accordance with their terms all of the obligations
which by the terms of the Loan Documents are required to be performed by it as a Lender.


 




    	 



    	 



    

 


4.          [INSERT
TERMS APPLICABLE TO THE INCREMENTAL TERM LOAN SUCH AS AMORTIZATION, APPLICABLE RATE, ETC.]


 


5.          Each
of the Loan Parties agrees that, as of the date hereof, the Incremental Term Loan Lender shall (a) be a party to the Credit Agreement,
(b) be an “Incremental Term Loan Lender” for all purposes of the Credit Agreement and the other Loan Documents and
(c) have the rights and obligations of an Incremental Term Loan Lender under the Credit Agreement and the other Loan Documents.


 


6.          The
address of the Incremental Term Loan Lender for purposes of all notices and other communications is as set forth on the Administrative
Questionnaire delivered by the Incremental Term Loan Lender to the Administrative Agent.


 


7.          This
Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by
telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an
executed counterpart of a signature page of this Agreement by facsimile transmission or by any other electronic imaging means shall
be effective as delivery of a manually executed counterpart of this Agreement.


 


8.          THIS
AGREEMENT 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 FLORIDA.


 


[SIGNATURES ON FOLLOWING PAGE]


 




    	 



    	 



    

 


IN WITNESS WHEREOF, each of the parties
hereto has caused this Agreement to be executed by a duly authorized officer as of the date first above written.


 


	INCREMENTAL TERM LOAN LENDER:	 	[INCREMENTAL TERM LOAN LENDER]
	 	 	 
	 	 	By:	 
	 	 	Name:
	 	 	Title:


 


	BORROWER:	 	AEROCARE HOLDINGS, INC.,

 a Delaware corporation
	 	 	 
	 	 	By:	 
	 	 	Name:
	 	 	Title:


 


	GUARANTORS:	 	[LIST ALL GUARANTORS AS OF DATE OF EXECUTION]
	 	 	 
	 	 	By:	 
	 	 	Name:
	 	 	Title:


 


	Accepted and Agreed:	 	 	 
	 	 	 	 
	SUNTRUST BANK,	 	 	 
	as Administrative Agent	 	 	 
	 	 	 	 
	By:	 	 	 	 
	Name:	 	 	 
	Title:	 	 	 


 


	[Consented to:	 	 	 
	 	 	 	 
	SUNTRUST BANK,	 	 	 
	as Issuing Bank	 	 	 
	 	 	 	 
	By:	 	 	 	 
	Name:	 	 	 
	Title:	 	 	 


 


	SUNTRUST BANK,

 as Swingline Lender	 	 	 
	 	 	 	 
	By:	 	 	 	 
	Name:	 	 	 
	Title:]	 	 	 


 




    	 



    	 



    

 


Schedule I to Incremental Term Loan Lender
Joinder Agreement


 


LENDERS AND COMMITMENTS


 


	Lender	 	Incremental Term Loan
 Commitment	 	 	Pro Rata Share of
 Incremental Term Loan
 Commitment	 
		 	 	 	 	 	 		 
	 	 	 	 	 	 	 	 	 
	Total:	 	 	 	 	 	 	 	 



 




    	 



    	 



    

 


Exhibit 5.1


 


[FORM OF] COMPLIANCE CERTIFICATE


 


In connection with
the terms of that certain Amended and Restated Credit Agreement, dated as of June 30, 2014 (as amended, modified, supplemented,
increased and extended from time to time, the “Credit Agreement”), among Aerocare Holdings, Inc., a Delaware
corporation (the “Borrower”), the Guarantors identified therein, the Lenders identified therein and SunTrust
Bank, as Administrative Agent, Issuing Bank and Swingline Lender, the undersigned certifies that the following information is
true and correct, in all material respects, as of the date of this Compliance Certificate for the Fiscal Quarter ended___________, 20__:


 


Capitalized terms used
in this Compliance Certificate but not otherwise defined herein shall have the same meanings provided in the Credit Agreement.


 


1.          [No][A]
Default or Event of Default has occurred and is continuing. [If a Default or Event of Default then specify the details thereof
and the action which the Borrower has taken or proposes to take].


 


2.          Set
forth on Schedule 1 are detailed calculations demonstrating compliance with the financial covenants set forth in Article
VI of the Credit Agreement.


 


3.          There
has been [no] change in GAAP or the application thereof since the date of the Audited Financial Statements. [If any change in
GAAP has occurred, please specify the effect of such change on the financial statements accompanying this certificate].


 


[SIGNATURE ON FOLLOWING PAGE]


 




    	 



    	 



    

 


The foregoing is true and correct, in all material respects,
as of the date hereof.


 


Dated as of ____________ , ___.


 


	 	AEROCARE HOLDINGS, INC.,
	 	a Delaware corporation
	 	 
	 	By:	 
	 	Name:
	 	Title:


 




    	 



    	 



    

 


Schedule 1


 


FINANCIAL COVENANT CALCULATIONS


 




    	 



    	 



    

 


Exhibit 5.10


 


[FORM OF] GUARANTOR JOINDER AGREEMENT


 


THIS GUARANTOR JOINDER AGREEMENT (this
“Agreement”) dated as of           ,     ,
is by and between            , a           
(the “New Subsidiary”), and SunTrust Bank, in its capacity as Administrative Agent under the Amended and
Restated Credit Agreement dated as of June 30, 2014 (as amended, modified, supplemented, increased and extended from time to time,
the “Credit Agreement”) by and among Aerocare Holdings, Inc., a Delaware corporation (the “Borrower”),
the Guarantors identified therein, the Lenders identified therein and SunTrust Bank, as Administrative Agent. Capitalized terms
used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.


 


The Loan Parties are required by Section
5.10 of the Credit Agreement to cause the New Subsidiary to become a “Guarantor”. Accordingly, the New Subsidiary hereby
agrees with the Administrative Agent as follows:


 


1.          The
New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed
to be a party to the Credit Agreement and a “Guarantor” for all purposes of the Credit Agreement and shall have all
of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. The New Subsidiary hereby ratifies, as
of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Guarantors contained
in the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the New Subsidiary
hereby, jointly and severally together with the other Guarantors, guarantees to the Administrative Agent, each Lender, each Affiliate
of a Lender that enters into Bank Products or Hedging Transactions with the Borrower or any Subsidiary, and each other holder of
the Obligations, as provided in Article X of the Credit Agreement, as primary obligor and not as surety, the prompt payment of
the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization
or otherwise) strictly in accordance with the terms thereof.


 


2.          The
New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed
to be a party to the Pledge and Security Agreement and an “Obligor” for all purposes of the Pledge and Security Agreement,
and shall have all the obligations of an Obligor thereunder as if it had executed the Pledge and Security Agreement. The New Subsidiary
hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the
Pledge and Security Agreement. Without limiting generality of the foregoing terms of this paragraph 2, to secure the prompt
payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured
Obligations (here and hereinafter as defined in the Pledge and Security Agreement), the New Subsidiary hereby grants to the Administrative
Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right of set off against
any and all right, title and interest of the New Subsidiary in and to the Collateral (as such term is defined in the Pledge and
Security Agreement) of the New Subsidiary.


 


3.          The
New Subsidiary hereby represents and warrants to the Administrative Agent that:


 


(i)          Set
forth on Schedule 1 is a list of all real property located in the United States that is owned or leased by the New Subsidiary
as of the date hereof.


 


(ii)          Set
forth on Schedule 2 is the chief executive office, U.S. tax payer identification number and organizational identification
number of the New Subsidiary as of the date hereof.


 


(iii)          The
exact legal name and state of organization of the New Subsidiary is as set forth on the signature pages hereto.


 




    	 



    	 



    

 


(iv)          Set
forth on Schedule 3 is each location where assets of the New Subsidiary are located as of the date hereof.


 


(v)          Except
as set forth on Schedule 4, the New Subsidiary has not during the five years preceding the date hereof (A) changed its legal
name, (B) changed its state of formation, or (C) been party to a merger, consolidation or other change in structure.


 


(vi)          Set
forth on Schedule 5 is a list of all IP Rights owned by the New Subsidiary as of the date hereof.


 


(vii)          As
of the date hereof, the New Subsidiary has no Commercial Tort Claims involving a claim for damages in excess $10,000 in any individual
instance or $20,000 in the aggregate for all commercial tort claims of any of the Loan Parties not subject to a Lien in favor of
the Administrative Agent, other than as set forth on Schedule 6.


 


4.          The
address of the New Subsidiary for purposes of all notices and other communications is the address set forth for any Loan Party
in Section 11.1 of the Credit Agreement.


 


5.          The
New Subsidiary hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by the New Subsidiary under
Article X of the Credit Agreement.


 


6.          This
Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by
telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.


 


7.          This
Agreement 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 Florida.


 


[Signature Pages Follow]


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
the New Subsidiary has caused this Agreement to be duly executed by its authorized officers, and the Administrative Agent, for
the benefit of the holders of the Obligations, has caused the same to be accepted by its authorized officer, as of the day and
year first above written.


 


	 	[NEW SUBSIDIARY]	 
	 	 	 
	 	By:	 	 
	 	Name:	 
	 	Title:	 


 


	Acknowledged and accepted:	 
	 	 
	SUNTRUST BANK, as Administrative Agent	 
	 	 
	By:	 	 
	Name:	 
	Title:	 


 




    	 



    	 



    

 


Exhibit 11.4


 


[FORM OF] ASSIGNMENT AND ACCEPTANCE


 


This Assignment and
Acceptance (the “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered
into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the
“Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit
Agreement identified below (as amended, modified, supplemented, increased and extended from time, the “Credit Agreement”),
receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1
attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as
if set forth herein in full.


 


For an agreed consideration,
the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from
the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective
Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity
as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related
to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under
the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities)
and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of
the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the
Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in
any way based on or related to any of the foregoing, including but not limited to contract claims, tort claims, malpractice claims,
statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause
(i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to
herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor
and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignor.


 


	1.    Assignor:	 	 
	 	 	 
	2.    Assignee:	 	 
		[and is an Affiliate/Approved Fund of [identify Lender]1]
	 	 
	3.    Borrower:	Aerocare Holdings, Inc., a Delaware corporation
	 	 
	4.    Administrative Agent:	SunTrust Bank, in its capacity as the administrative agent under the Credit Agreement
	 	 
	5.    Credit Agreement:	Amended and Restated Credit Agreement dated as of June 30, 2014 among Borrower, the Guarantors party thereto, the Lenders party thereto and SunTrust Bank, as Administrative Agent, Issuing Bank and Swingline Lender.


 





 



1 Select if
applicable.


 




    	 



    	 



    

 


6.          Assigned
Interest:


 


	Aggregate Amount of
 Commitment/Loans for
 all Lenders	 	 	Amount of Commitment/
 Loans Assigned	 	 	Percentage Assigned of
 Commitment/Loans2	 
	$	 	 	 	$	 	 	 	 	 	%
	$	 	 	 	$	 	 	 	 	 	%
	$	 	 	 	$	 	 	 	 	 	%



 


Effective
Date: ___________ __, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL
BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]




 





 



2
Set forth, so at least nine (9) decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.


 




    	2



    	 



    

 


The terms set forth in this Assignment and Acceptance are hereby
agreed to:


 


	 	 	ASSIGNOR
	 	 	 
	 	 	[NAME OF ASSIGNOR]
	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:


 


	 	 	ASSIGNEE
	 	 	 
	 	 	[NAME OF ASSIGNEE]
	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	


 


	[Consented to and]1 Accepted:	 	 
	 	 	 
	SUNTRUST BANK,	 	 
	as Administrative Agent	 	 
	 	 	 
	By:	 	 	 
	 	Name:	 	 
	 	Title:	 	 


 


	[Consented to:]2	 	 
	 	 	 
	AEROCARE HOLDINGS, INC.,	 	 
	a Delaware corporation	 	 
	 	 	 
	By:	 	 	 
	 	Name:	 	 
	 	Title:	 	 


 


	[Consented to:]3	 	 
	 	 	 
	SUNTRUST BANK,	 	 
	as Issuing Bank	 	 
	 	 	 
	By:	 	 	 
	 	Name:	 	 
	 	Title:	 	 


 





 



1 To be added
only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.


2 To be added
only if the consent of the Borrower is required by the terms of the Credit Agreement.


3 To be added
only if the consent of the Issuing Bank is required by the terms of the Credit Agreement.


 




    	3



    	 



    

 


ANNEX 1


 


STANDARD TERMS AND CONDITIONS FOR


ASSIGNMENT AND ACCEPTANCE


 


1.  Representations and Warranties.


 


1.1  Assignor.  The
Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby;
and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with
the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries
or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower,
any of its Domestic Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.


 


1.2.  Assignee.  The
Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied
by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound
by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations
of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned
Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced
in acquiring assets of such type, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent
financial statements delivered pursuant to Section 5.1(a) and (b) thereof, as applicable, and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance and to purchase
the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative
Agent, the Assignor or any other Lender, and (v) if it is a Foreign Lender, attached to the Assignment and Acceptance is any documentation
required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and
(b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender,
and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations
which by the terms of the Loan Documents are required to be performed by it as a Lender.


 


2.  Payments.  From
and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments
of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date
and to the Assignee for amounts which have accrued from and after the Effective Date.


 


3.  General
Provisions.  This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto
and their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, which
together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance
by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. This Assignment
and Acceptance 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 Florida.