EXHIBIT 10.1


 





EXECUTION
VERSION


 


 


EIGHTH
AMENDED AND RESTATED CREDIT AGREEMENT



dated as of



March 26, 2018



among



CHARLES RIVER LABORATORIES INTERNATIONAL, INC.,


 




The Subsidiary Borrowers Party Hereto,






 


The Lenders Party Hereto,



JPMORGAN CHASE BANK, N.A.,

as Administrative Agent





__________________________________


 


BanK
of America, N.A.,





CITIZENS
BANK, N.A.,





TD BANK,
N.A.





and





WELLS
FARGO BANK, NATIONAL ASSOCIATION





as
Co-Syndication Agents,


 


DNB BANK
ASA, NEW YORK BRANCH,





U.S. BANK
NATIONAL ASSOCIATION, 


The
Bank of Tokyo-Mitsubishi UFJ, Ltd.





and





Citibank,
N.A.





as
Co-Documentation Agents





 


J.P. MORGAN
SECURITIES LLC,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, 


CITIZENS
BANK, N.A.,





TD
Securities (USA) LLC





and





WELLS
FARGO SECURITIES, LLC

as Joint Lead Arrangers and Joint Bookrunners


 


 






    	 



    	 



    

TABLE
OF CONTENTS 


 


	ARTICLE
    I Definitions	1
	 	 
	SECTION 1.01.	Defined Terms	1
	SECTION 1.02.	Classification of Loans and Borrowings	35
	SECTION 1.03.	Terms Generally	35
	SECTION 1.04.	Accounting Terms; GAAP	35
	SECTION 1.05.	Limited Condition Acquisitions	36
	SECTION 1.06.	Interest Rates.	36
	SECTION 1.07.	Additional Currencies	36
	 	 	 
	ARTICLE
    II The Credits	37
	 	 
	SECTION 2.01.	Term Commitments	37
	SECTION 2.02.	Procedure for Term Loan Borrowings	37
	SECTION 2.03.	Repayment of Term Loans	38
	SECTION 2.04.	Revolving Commitments	38
	SECTION 2.05.	Revolving Loans and Borrowings	39
	SECTION 2.06.	Requests for Revolving Borrowings	40
	SECTION 2.07.	Swingline Loans	41
	SECTION 2.08.	Letters of Credit	42
	SECTION 2.09.	Letters of Credit Issued for Account of Subsidiaries.	47
	SECTION 2.10.	Funding of Borrowings	47
	SECTION 2.11.	Interest Elections	48
	SECTION 2.12.	Termination and Reduction of Commitments	49
	SECTION 2.13.	Repayment of Revolving Loans; Evidence of Debt	50
	SECTION 2.14.	Optional Prepayments	50
	SECTION 2.15.	Mandatory Prepayments	51
	SECTION 2.16.	Fees	51
	SECTION 2.17.	Interest	53
	SECTION 2.18.	Market Disruption; Inability to Determine Interest Rate; Illegality	53
	SECTION 2.19.	Increased Costs	55
	SECTION 2.20.	Break Funding Payments	56
	SECTION 2.21.	Taxes	57
	SECTION 2.22.	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	61
	SECTION 2.23.	Mitigation Obligations; Replacement of Lenders	63
	SECTION 2.24.	Prepayments Required Due to Currency Fluctuation	64
	SECTION 2.25.	Incremental Facilities	64
	SECTION 2.26.	Defaulting Lenders	67
	SECTION 2.27.	Existing Loans and Commitments	69
	 	 	 
	ARTICLE
    III Representations and Warranties	70
	 	 
	SECTION 3.01.	Organization; Powers	70
	SECTION 3.02.	Authorization; Enforceability	70
	SECTION 3.03.	Governmental Approvals; No Conflicts	70




    i 


    


    

	SECTION 3.04.	Financial Condition; No Material Adverse Change	70
	SECTION 3.05.	Properties	71
	SECTION 3.06.	Litigation and Environmental Matters	71
	SECTION 3.07.	Compliance with Laws and Agreements	72
	SECTION 3.08.	Investment Company Status	72
	SECTION 3.09.	Taxes	72
	SECTION 3.10.	ERISA	72
	SECTION 3.11.	Disclosure	73
	SECTION 3.12.	Security Documents	73
	SECTION 3.13.	Federal Reserve Regulations	73
	SECTION 3.14.	Solvency	73
	 	 	 
	ARTICLE
    IV Conditions	74
	 	 
	SECTION 4.01.	Eighth Amendment and Restatement Effective Date	74
	SECTION 4.02.	Each Credit Event	76
	 	 	 
	ARTICLE
    V Affirmative Covenants	77
	 	 
	SECTION 5.01.	Financial Statements and Other Information	77
	SECTION 5.02.	Notices of Material Events	79
	SECTION 5.03.	Existence; Conduct of Business	79
	SECTION 5.04.	Payment of Obligations	79
	SECTION 5.05.	Maintenance of Properties; Insurance	79
	SECTION 5.06.	Books and Records; Inspection Rights	80
	SECTION 5.07.	Compliance	80
	SECTION 5.08.	Use of Proceeds and Letters of Credit	80
	SECTION 5.09.	Additional Material Subsidiaries; Additional Collateral	81
	SECTION 5.10.	Cash Management	82
	SECTION 5.11.	Environmental Laws	82
	SECTION 5.12.	Maintenance of Ratings	82
	SECTION 5.13.	Further Assurances	82
	 	 	 
	ARTICLE
    VI Negative Covenants	83
	 	 
	SECTION 6.01.	Indebtedness	83
	SECTION 6.02.	Liens	84
	SECTION 6.03.	Fundamental Changes	84
	SECTION 6.04.	Investments, Loans, Advances, Guarantees and Acquisitions	85
	SECTION 6.05.	Hedging Agreements	86
	SECTION 6.06.	Disposition of Assets	87
	SECTION 6.07.	Transactions with Affiliates	87
	SECTION 6.08.	Restrictive Agreements	88
	SECTION 6.09.	Amendment of Material Documents	88
	SECTION 6.10.	Interest Coverage Ratio	88
	SECTION 6.11.	Leverage Ratio	89
	 	 	 
	ARTICLE
    VII Events of Default	89




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	ARTICLE
    VIII The Administrative Agent	92
	 	 
	SECTION 8.01.	Authorization and Action	92
	SECTION 8.02.	Certain ERISA Matters	94
	 	 	 
	ARTICLE
    IX Parent Borrower Guarantee	96
	 	 
	ARTICLE
    X Miscellaneous	99
	 	 
	SECTION 10.01.	Notices	99
	SECTION 10.02.	Waivers; Amendments	101
	SECTION 10.03.	Expenses; Indemnity; Damage Waiver	102
	SECTION 10.04.	Successors and Assigns	104
	SECTION 10.05.	Survival	108
	SECTION 10.06.	Counterparts; Integration; Effectiveness	108
	SECTION 10.07.	Severability	109
	SECTION 10.08.	Right of Setoff	109
	SECTION 10.09.	Governing Law; Jurisdiction; Consent to Service of Process; Judgment Currency	109
	SECTION 10.10.	WAIVER OF JURY TRIAL	110
	SECTION 10.11.	Headings	110
	SECTION 10.12.	Confidentiality	110
	SECTION 10.13.	Interest Rate Limitation	111
	SECTION 10.14.	Joint Creditors	112
	SECTION 10.15.	Collateral Release	112
	SECTION 10.16.	USA Patriot Act	112
	SECTION 10.17.	No Advisory or Fiduciary Responsibility.	112
	SECTION 10.18.	Elimination of Anti-Social Forces	113
	SECTION 10.19.	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	115
	 	 	 


		SCHEDULES:	



 





Schedule
2.01 — Term Commitments 


Schedule
2.04 — Revolving Commitments





Schedule
2.08(a) — Letter of Credit Commitments 


Schedule
2.08(b) — Existing Letters of Credit





Schedule
3.01 — Subsidiaries 


Schedule
3.10 — Funding Deficiency





Schedule
6.01 — Existing Indebtedness 


Schedule
6.08 — Existing Restrictions


 


		EXHIBITS:	



Exhibit
A — Form of Assignment and Assumption


Exhibit
B-1 — Form of Opinion of Special New York Counsel


Exhibit
B-2 — Form of Opinion of General Counsel for the Consolidated Entities





Exhibit
B-3 — Form of Opinion of Special Dutch Counsel


 




    iii 


    


    

Exhibit
B-4 — Form of Opinion of Special Luxembourg Counsel 


Exhibit
B-5 — Form of Opinion of Special Japanese Counsel





Exhibit
B-6 — Form of Opinion of Special UK Counsel 


Exhibit
B-7 — Form of Opinion of Special Delaware Counsel





Exhibit
C — Form of Guarantee Agreement 


Exhibit
D — Form of Pledge Agreement





Exhibit
E — Form of Security Agreement 


Exhibit
F — Form of Incremental Facility Activation Notice





Exhibit
G — Form of Exemption Certificate 


Exhibit
H — Form of Eighth Amendment and Restatement Acknowledgement and Confirmation Agreement


 




    iv 


    


    

EIGHTH
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 26, 2018, among CHARLES RIVER LABORATORIES INTERNATIONAL, INC., the Subsidiary
Borrowers party hereto, the Lenders party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.


 


WHEREAS,
the Parent Borrower, the Subsidiary Borrowers, the Existing Lenders and the Administrative Agent are parties to the Existing Credit
Agreement;


 


WHEREAS,
the Parent Borrower intends to acquire (the “Acquisition”) ACP Mountain Holdings, Inc. and its subsidiaries
pursuant to an Agreement and Plan of Merger (together with all exhibits, schedules and disclosure letters thereto, the “Acquisition
Agreement”) dated as of February 12, 2018 among the Borrower, Forest Acquisition Corporation, a Delaware corporation,
ACP Mountain Holdings, Inc. and Avista Capital Partner GP, LP (in its capacity as the “Stockholders’ Representative”);
and


 


WHEREAS,
the Lenders consent to the amendment and restatement of the Existing Credit Agreement upon the terms and subject to the conditions
set forth herein.


 


NOW, THEREFORE,
the parties hereto agree as follows:


 


ARTICLE
I



Definitions


 


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


 


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


 


“Acquisition”
has the meaning assigned to such term in the preliminary statements hereto.


 


“Acquisition
Agreement” has the meaning assigned to such term in the preliminary statements hereto.


 


“Act”
has the meaning assigned to such term in Section 10.16.


 


“Additional
Acquisition” means any transaction, or any series of related transactions, consummated on or after the Eighth Amendment
and Restatement Effective Date, by which the Parent Borrower or any of its Subsidiaries (i) acquires any going business or all
or substantially all of the assets of any firm, corporation or limited liability company, or division thereof, whether through
purchase of assets, merger or otherwise or (ii) directly or indirectly acquires (in one transaction or as the most recent transaction
in a series of transactions) at least a majority (in number of votes) of the Capital Stock of a Person.


 




     


    


    

“Adjusted
LIBO Rate” means, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum (rounded
upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the
Statutory Reserve Rate; provided that with respect to any Eurocurrency Borrowing denominated in Sterling, euro or Yen,
the Adjusted LIBO Rate shall mean the LIBO Rate.


 


“Administrative
Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder (the “U.S.
Administrative Agent”); provided that for purposes of Borrowings denominated in euro or Sterling, the Administrative
Agent shall be J.P. Morgan Europe Limited and for purposes of Borrowings denominated in Yen, the Administrative Agent shall be
JPMorgan Chase Bank, N.A., Tokyo Branch.


 


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


 


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


 


“Agent
Parties” has the meaning assigned to such term in Section 10.01.


 


“Agreement”
means this Eighth Amended and Restated Credit Agreement, dated as of March 26, 2018, among the Parent Borrower, the Subsidiary
Borrowers, the Lenders and the Administrative Agent, as amended, supplemented, restated or otherwise modified from time to time.


 


“Aggregate
Exposure” means, with respect to any Lender at any time, an amount equal to (a) until the Eighth Amendment and Restatement
Effective Date, the Commitments then in effect and (b) thereafter, the sum of (i) the aggregate unpaid principal amount of such
Lender’s Term Loans and (ii) the amount of such Lender’s Revolving Commitment then in effect or, if the Revolving
Commitments have been terminated, the amount of such Lender’s Revolving Credit Exposure then outstanding.


 


“Aggregate
Exposure Percentage” means, with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s
Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.


 


“Alternate
Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day,
(b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%, and (c) the Adjusted LIBO Rate for a one-month
interest period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%; provided
that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the Screen Rate (or if the Screen Rate
is not available for such one-month interest period, the Interpolated Screen Rate) at approximately 11:00 a.m. London time on
such day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted
LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective
Rate or the Adjusted LIBO Rate, respectively. If


 




     2


    


    

the
Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.18 hereof, then the Alternate Base Rate
shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance
of doubt, if the Alternate Base Rate as so determined would be less than zero, such rate shall be deemed to be zero for purposes
of this Agreement.


 


“Anti-Corruption
Laws” means any law, rule or regulation of any jurisdiction applicable to the Loan Parties and the Subsidiaries from
time to time concerning or relating to bribery or corruption.


 


“Applicable
Rate” means, for any day, with respect to any Eurocurrency Loan, ABR Loan or with respect to the commitment fees payable
hereunder, as the case may be, the applicable rate per annum set forth below under the caption “Applicable Margin for Eurocurrency
Loans”, “Applicable Margin for ABR Loans” or “Commitment Fee”, as the case may be, based upon the
Leverage Ratio applicable on such date:


 


	 	Leverage
    Ratio	Applicable
    Margin for

    Eurocurrency Loans	Applicable
    Margin

    for ABR Loans	Commitment
    Fee
	Level
    I	≥
    3.00:1.00	1.50%	0.50%	0.25%
	Level
    II	≥
    2.50:1.00 but < 3.00:1.00	1.25%	0.25%	0.20%
	Level
    III	≥
    2.00:1.00 but < 2.50:1.00	1.125%	0.125%	0.175%
	Level
    IV	<
    2.00:1.00	1.00%	0%	0.175%


 


For purposes
of the foregoing, (a) the Leverage Ratio shall be determined as of the end of each fiscal quarter of the Consolidated Entities
based upon the financial statements delivered pursuant to Section 5.01(a) or (b); and (b) each change in the Applicable
Rate resulting from a change in the Leverage Ratio shall be effective during the period commencing on and including the date of
delivery to the Administrative Agent of such financial statements indicating such change and ending on the date immediately preceding
the effective date of the next change in the Applicable Rate; provided that the Leverage Ratio shall be deemed to be in
Level I (i) at any time that an Event of Default under paragraph (a) or (b) of Article VII has occurred and is continuing
or (ii) if the Parent Borrower fails to deliver the consolidated financial statements required to be delivered by it pursuant
to Section 5.01(a) or (b), during the period from the expiration of the time for delivery thereof until such financial statements
are delivered. The Leverage Ratio shall be deemed to be Level I from the period commencing on the Eighth Amendment and Restatement
Effective Date through the date immediately preceding the delivery of financial statements covering the fiscal quarter ended December
30, 2017 pursuant to Section 5.01(b).


 


“Approved
Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in
bank loans and similar extensions of credit in the


 




     3


    


    

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.


 


“Assignment
and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any
party whose consent is required by Section 10.04), and accepted by the Administrative Agent, in the form of Exhibit A or
any other form approved by the Administrative Agent.


 


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


 


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


 


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


 


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


 


“Borrower
DTTP Filing” means an HM Revenue & Customs’ Form DTTP2, duly completed and filed by the relevant UK Borrower
within the applicable time limit, which contains the scheme reference number and jurisdiction of tax residence provided by the
Lender to such UK Borrower and the Administrative Agent.


 


“Borrowers”
means the Parent Borrower and the Subsidiary Borrowers, each, a “Borrower”.


 


“Borrowing”
means (a) Term Loans of the same Type and made to the same Borrower, converted or continued on the same date and, in the case
of Eurocurrency Loans, as to which a single Interest Period is in effect, (b) Revolving Loans of the same Type and currency and
made to the same Borrower, made, converted or continued on the same date and, in the case of Eurocurrency Loans, as to which a
single Interest Period is in effect or (c) a Swingline Loan.


 


“Borrowing
Request” means a request by a Borrower for a Borrowing in accordance with Section 2.02 or 2.06.


 


“Boryokudan
Member Etc.” has the meaning assigned to such term in Section 10.18(a).


 




     4


    


    

“Business
Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized
or required by law to remain closed; provided that the term “Business Day”, when used in connection
with (i) a Eurocurrency Loan, shall also exclude any day on which banks are not open for dealings in dollar, euro or Sterling
deposits in the London interbank market, (ii) a Multicurrency Revolving Loan denominated in euros shall also exclude any day on
which (x) commercial banks in London are authorized or required by law to remain closed or (y) TARGET is authorized or required
by law to remain closed, (iii) a Multicurrency Revolving Loan denominated in Sterling shall also exclude any day on which commercial
banks in London are authorized or required by law to remain closed and (iv) a Yen Revolving Loan shall also exclude any day on
which commercial banks in Tokyo, Japan are authorized or required by law to remain closed.


 


“Calculation
Time” has the meaning assigned to such term in Section 2.24(a).


 


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


 


“Capital
Expenditures” means for any period, with respect to any Person, the aggregate of all expenditures by such Person and
its subsidiaries for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment
(including replacements, capitalized repairs and improvements during such period) that should be reflected as capital expenditures
under GAAP on a consolidated statement of cash flows of such Person and its subsidiaries; provided however,
that Capital Expenditures shall not include:


 


(a)      expenditures of proceeds of insurance settlements, condemnation awards and other settlements
in respect of lost, destroyed, damaged or condemned assets, equipment or other property to the extent such expenditures are made
to replace or repair such lost, destroyed, damaged or condemned assets, equipment or other property or otherwise to acquire, maintain,
develop, construct, improve, upgrade or repair assets or properties useful in the business of the Parent Borrower or its Subsidiaries
within 12 months of receipt of such proceeds;


 


(b)      interest capitalized in accordance with GAAP during such period;


 


(c)      expenditures that are accounted for as capital expenditures of such Person and that
actually are paid for by a third party (excluding the Parent Borrower or any Subsidiary) and for which neither the Parent Borrower
nor any Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to
such third party or any other Person (whether before, during or after such period);


 


(d)      the purchase price of equipment purchased during such period to the extent the consideration
therefor consists of any combination of (i) used or surplus


 




     5


    


    

equipment
traded in at the time of such purchase and (ii) the proceeds of a concurrent sale of used or surplus equipment, in each case,
in the ordinary course of business, or


 


(e)      investments constituting any Permitted Acquisition.


 


“Capital
Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock
of a corporation (including convertible preferred equity certificates (“CPECs”) issued by Charles River Laboratories
Luxembourg S.a.r.l.), any and all equivalent ownership or participation interests in a Person (other than a corporation) and any
and all warrants, rights or options to purchase any of the foregoing. For the purposes of Section 5.09 and related provisions
in the Loan Documents, CPECs shall be considered voting Capital Stock.


 


“Change
in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person
or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder
as in effect on the date hereof) of shares representing more than 30% of the aggregate ordinary voting power represented by the
issued and outstanding capital stock of the Parent Borrower; (b) the board of directors of Parent Borrower shall cease to consist
of a majority of Continuing Directors; or (c) the occurrence of a change of control (or similar event, howsoever defined) under
and as defined in any indenture or other agreement in respect of any Indebtedness to which any Loan Party is a party.


 


“Change
in Law” means (a) the adoption or taking effect of any law, rule, regulation or treaty after the date of this Agreement
(provided that (i) all requests, rules, guidelines, requirements and directives concerning capital adequacy or liquidity
promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar
authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Dodd-Frank
Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or
issued in connection therewith or in implementation thereof, shall in each case be deemed to be a Change in Law, regardless of
the date enacted, adopted, issued or implemented; provided further that the Borrowers shall only be responsible for increased
costs under Section 2.19(b) pursuant to the above clauses (i) and (ii) to the extent that such costs are generally
being passed on by the applicable Lender to similarly situated borrowers), (b) any change in any law, rule, regulation or treaty
or in the administration, interpretation or application thereof by any Governmental Authority after the date of this Agreement
or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.19(b), by any lending office of such Lender
or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline or directive (whether
or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.


 


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


 




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“Co-Documentation
Agent” means each of DNB Bank ASA, New York Branch, U.S. Bank National Association, The Bank of Tokyo-Mitsubishi UFJ,
Ltd. and Citibank, N.A.


 


“Co-Syndication
Agent” means each of Bank of America, N.A., Citizens Bank, N.A., TD Bank, N.A. and Wells Fargo Bank, National Association..


 


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


 


“Collateral”
means all of the right, title and interest of each Consolidated Entity in and to the property in which such Person has granted
a Lien to the Administrative Agent for its benefit and the ratable benefit of the Lenders under any Loan Document.


 


“Commitment”
means, with respect to each Lender, the Term Commitment and the Revolving Commitment of such Lender.


 


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


 


“Communications”
has the meaning assigned to such term in Section 10.01.


 


“Consolidated
EBITDA” means, for any period, Consolidated Net Income for such period, minus the aggregate non-cash amount of extraordinary
or nonrecurring gains of such Person for such period, plus, without duplication and to the extent deducted from revenues in determining
Consolidated Net Income for such period, the sum of (a) the aggregate amount of Consolidated Interest Expense (plus, solely
for purposes of the calculation of Consolidated EBITDA, any non-cash interest expense that would otherwise be included in the
definition of “Consolidated Interest Expense” but for the qualification “total cash” in the definition
thereof) for such period, plus (b) the aggregate amount of income tax expense for such period, plus (c) the aggregate amount
of depreciation, amortization and other non-cash charges and expenses for such period, all as determined on a consolidated basis
with respect to the Consolidated Entities in accordance with GAAP, plus (d) the aggregate non-cash amount of extraordinary or
nonrecurring losses or expenses for such period, plus (e) the aggregate amount of non-cash equity compensation expense for such
period, plus (f) transaction and evaluation costs and charges representing payments to consultants and similar third parties related
to integration (or similar charges), in each case associated with the Acquisition and Permitted Acquisitions for such period.
For any period after the commencement of which the Parent Borrower or any of its Subsidiaries shall have (1)(x) consummated the
Acquisition or any other acquisition of a Person (or part thereof) in a Permitted Acquisition for an aggregate consideration in
excess of $25,000,000 or (y) made a Disposition yielding gross proceeds in excess of $25,000,000, Consolidated EBITDA shall be
determined on a pro  forma basis as if (2)(x) such Person (or part thereof) was acquired or (y) such Disposition
was made at the beginning of such period and after giving effect to any adjustments (including, without limitation, operating
and expense reductions and other synergistic benefits) permitted pursuant to Regulation S-X under the Securities Act of 1933,
as amended; provided that the Parent Borrower shall have delivered to the Lenders acceptable financial statements of any
such Person (or part thereof) referred to in (1)(x) above, in the case of Permitted Acquisitions, as required under Section 5.01(c).


 




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“Consolidated
Entity” means the Parent Borrower or any Subsidiary whose accounts are or are required to be consolidated or included
with the accounts of the Parent Borrower in accordance with GAAP.


 


“Consolidated
Indebtedness” means, as of any date of determination, the aggregate principal amount of Indebtedness of the Consolidated
Entities outstanding as of such date, as determined on a consolidated basis in accordance with GAAP and solely to the extent any
such Indebtedness is reflected on the balance sheet of the Consolidated Entities as of such date.


 


“Consolidated
Interest Expense” means for any period, the total cash interest expense (including the interest component in respect
of Capital Lease Obligations) of the Consolidated Entities during such period with respect to all outstanding Indebtedness of
the Consolidated Entities as determined on a consolidated basis in accordance with GAAP (including all commissions, discounts
and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under
Hedging Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP);
provided that for the purposes of determining the Interest Coverage Ratio for the periods ending on the last day of each
of the first, second and third fiscal quarters following the Eighth Amendment and Restatement Effective Date, Consolidated Interest
Expense for the relevant period shall be deemed to equal Consolidated Interest Expense for such fiscal quarter (and, in the case
of the latter two such determinations, for such fiscal quarter and each previous fiscal quarter ending after the Eighth Amendment
and Restatement Effective Date ) multiplied by 4, 2 and 4/3, respectively.


 


“Consolidated
Net Income” means, for any period, net income or loss of the Consolidated Entities for such period after deducting and
eliminating all items attributable to interests in minority investments, as determined on a consolidated basis in accordance with
GAAP.


 


“Consummation
Date” has the meaning assigned to such term in the definition of Qualifying Material Acquisition.


 


“Continuing
Directors” means the directors of the Parent Borrower on the Eighth Amendment and Restatement Effective Date and each
other director, if, in each case, such other director’s nomination for election to the board of directors of the Parent
Borrower is approved by at least a majority of the then Continuing Directors.


 


“Contractual
Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument
or other undertaking to which such Person is a party or by which it or any of its property is bound.


 


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


 




     8


    


    

“CPECs”
has the meaning assigned to such term in the definition of “Capital Stock”.


 


“CRCSN”
has the meaning assigned to such term in Section 6.04(l).


 


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


 


“Defaulting
Lender” means any Lender, as determined by the Administrative Agent, that has (a) failed, within two Business Days of
the date required to be funded by it hereunder, to fund any portion of its (i) Loans or (ii) participations in Letters of Credit
or Swingline Loans, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such
failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified
and including the particular default, if any) has not been satisfied or waived by the Required Lenders and a court of competent
jurisdiction has not determined that such condition precedent has in fact been satisfied, (b) notified the Parent Borrower, the
Administrative Agent, the Issuing Bank, the Swingline Lender or any Lender in writing that it does not intend to comply with any
of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply
with its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based
on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular
default, if any) to funding a loan under this Agreement cannot be satisfied or waived by the Required Lenders and a court of competent
jurisdiction has not determined that such condition precedent can in fact be satisfied) or under other agreements generally in
which it commits to extend credit, (c) failed, within three Business Days after request by the Administrative Agent, to provide
a certification in writing from an authorized officer of such Lender that it will comply with the terms of this Agreement relating
to its obligations to fund prospective Loans or participations in then outstanding Letters of Credit and Swingline Loans, provided
that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon the Administrative Agent’s receipt
of such certification in form and substance satisfactory to the Administrative Agent, (d) otherwise failed to pay over to the
Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three Business Days of the
date when due, or (e) (i) become or is insolvent or has a parent company that has become or is insolvent or (ii) become the subject
of (A) a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has
taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment
or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator,
trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or
acquiescence in any such proceeding or appointment or (B) a Bail-in Action; provided that a Lender shall not be deemed
a Defaulting Lender under this clause (e) solely by virtue of any ownership interest, or the acquisition of any ownership interest,
in such Person by a Governmental Authority or instrumentality thereof, provided further, that such ownership interest
does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement
of judgments or writs of


 




     9


    


    

attachment
on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm
any contracts or agreements made by such Person.


 


“Disclosed
Matters” means the public filings with the Securities and Exchange Commission made by the Parent Borrower or any of
its Subsidiaries on Schedule 14A, Form S-4, Form 8-K, Form 10-Q, Form 10-K or Form 10 (as filed at least three days prior to the
Eighth Amendment and Restatement Effective Date). For the avoidance of doubt, the disclosure in such documents shall not be deemed
to include any disclosure of risks included in any “forward-looking statements” disclaimer or any other statements
that are similarly predictive or forward-looking in nature.


 


“Disposition”
means, with respect to any property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition
thereof (but shall exclude, as to any Person, the issuance by such Person of its Capital Stock, any Recovery Event as to any asset
of such Person or any dividend or other distribution (whether in cash, securities or other property), or setting aside of property
for any dividend or other distribution by such Person incidental to its Capital Stock). The terms “Dispose”
and “Disposed of” shall have correlative meanings.


 


“Dollar
Equivalent” means, on any date of determination, (a) with respect to any amount denominated in dollars, such amount,
and (b) with respect to any amount denominated in euro, Sterling or Yen, the equivalent in dollars of such amount determined
by the Administrative Agent in accordance with normal banking industry practice using the Exchange Rate on the date of determination
of such equivalent. In making any determination of the Dollar Equivalent (for purposes of calculating the amount of Loans to be
borrowed from the respective Lenders on any date or for any other purpose), the Administrative Agent shall use the relevant Exchange
Rate in effect on the date on which the applicable Borrower delivers a Borrowing Request (which, in accordance with Section 2.06,
may be telephonic) for Loans or on such other date upon which a Dollar Equivalent is required to be determined pursuant to the
provisions of this Agreement. As appropriate, amounts specified herein as amounts in dollars shall be or include any relevant
Dollar Equivalent amount.


 


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


 


“Domestic
Plan” means any employee pension benefit plan within the meaning of Section 3(2) of ERISA (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 Parent 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.


 


“Domestic
Subsidiary” means any Subsidiary that is organized under the laws of any jurisdiction in the United States.


 


“EEA
Financial Institution” means (a) any institution established in any EEA Member Country which is subject to the supervision
of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described
in


 




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clause
(a) of this definition, or (c) any institution established in an EEA Member Country which is a subsidiary of an institution described
in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.


 


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


 


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


 


“Eighth
Amendment and Restatement Effective Date” means the date on which the conditions specified in Section 4.01 are
satisfied (or waived in accordance with Section 10.02).


 


“Electronic
System” has the meaning assigned to such term in Section 10.01.


 


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


 


“Environmental
Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by 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 the extent
relating to exposure to Hazardous Materials, to health and safety matters.


 


“Environmental
Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Parent Borrower or any Subsidiary directly or indirectly resulting from
or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment
or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release
of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which
liability is assumed or imposed with respect to any of the foregoing.


 


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


 


“ERISA
Affiliate” means any trade or business (whether or not incorporated) that, together with the Parent Borrower, is treated
as a single employer under Section 414(b) or (c) of the Code or Section 4001(14) of ERISA or, solely for purposes of Section 302
of ERISA and Sections 412 of the Code, is treated as a single employer under Section 414 of the Code.


 


“ERISA
Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations
issued thereunder, with respect to a Domestic Plan (other than an event


 




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for
which the 30-day notice period is waived); (b) any failure by any Domestic Plan to satisfy the minimum funding standards
(within the meaning of Sections 412 or 430 of the Code or Section 302 of ERISA) applicable to such Domestic Plan, whether
or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application
for a waiver of the minimum funding standard with respect to any Domestic Plan; (d) the incurrence by the Parent Borrower
or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Domestic Plan;
(e)the receipt by the Parent Borrower or any ERISA Affiliate from the PBGC or any other Governmental Authority or a plan administrator
of any notice relating to an intention to terminate any Domestic Plan or Domestic Plans or to appoint a trustee to administer
any Domestic Plan or Domestic Plans under Section 4042 of ERISA; (f) the incurrence by the Parent Borrower or any of its ERISA
Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Domestic Plan or Multiemployer Plan;
(g) the receipt by the Parent Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from
the Parent 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 “endangered” or “critical” status
(within the meaning of Section 432 of the Code or Section 305 of ERISA; or (h) any Foreign Plan Event.


 


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


 


“euro”
or “€” means the single currency of Participating Member States introduced in accordance with the provision
of Article 123 of the Treaty and, in respect of all payments to be made under this Agreement in euro, means immediately available,
freely transferable funds in such currency.


 


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


 


“Event
of Default” has the meaning assigned to such term in Article VII.


 


“Exchange
Rate” means, with respect the applicable currency on a particular date, the rate at which the applicable currency may
be exchanged into dollars, as set forth at 11:00 a.m. Local Time on such date in the London foreign exchange market as displayed
by ICE Data Services as the “ask price”, or as displayed on such other information service which publishes that rate
of exchange from time to time in place of ICE Data Services. In the event that such rate is not displayed by ICE Data Services
or another information service which publishes that rate of exchange from time to time in place of ICE Data Services, the Exchange
Rate with respect to the applicable currency shall be determined by reference to such other publicly available service for displaying
exchange rates as may be agreed upon by the Administrative Agent and the Parent Borrower or, in the absence of such agreement,
such Exchange Rate shall instead be the spot rate of exchange of the Administrative Agent in the London interbank or other market
where its foreign currency exchange operations in respect of the applicable currency are then being conducted, at or about 11:00
a.m., Local Time, at such date for the purchase of dollars with the applicable currency, for delivery two Business Days later;
provided, however, that if at the time


 




     12


    


    

of
any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent may use any reasonable method
it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.


 


“Excluded
Hedging Obligation” means with respect to any Guarantor, (a) any Hedging Obligation if, and to the extent that, all
or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, as applicable,
such Hedging 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 guarantee of (or grant of such security interest by, as
applicable) such Guarantor becomes or would become effective with respect to such Hedging Obligation or (b) any other Hedging
Obligation designated as an “Excluded Hedging Obligation” of such Guarantor as specified in any agreement between
the relevant Loan Party and swap counterparty applicable to such Hedging Obligations. If a Hedging Obligation arises under a master
agreement governing more than one Hedging Agreement, such exclusion shall apply only to the portion of such Hedging Obligation
that is attributable to Hedging Agreements for which such Guarantee or security interest is or becomes illegal.


 


“Excluded
Taxes” means, with respect to the Administrative Agent, any Lender, the Issuing Bank or any other recipient of any payment
to be made by or on account of any obligation of the Loan Parties hereunder, (a) income, franchise or any branch profits taxes,
(b) taxes imposed solely by reason of any present or former connection between the Administrative Agent, any Lender, the Issuing
Bank or any other recipient of any payment to be made on account of any obligation of the Loan Parties hereunder and the jurisdiction
imposing such taxes, other than any such connection arising as a result of any Loan Document or any transaction contemplated thereby,
(c) any withholding tax imposed under FATCA and (d) in the case of a Foreign Lender (other than an assignee pursuant to a request
by a Loan Party under Section 2.23(b)), any withholding tax (excluding, in the case of any United Kingdom withholding taxes, the
portion of United Kingdom withholding Taxes with respect to which the applicable Lender is entitled to claim a reduction under
an income tax treaty) that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party
to this Agreement (or designates a new lending office), except to the extent that such Foreign Lender (or its assignor, if any)
was entitled, immediately prior to the time of designation of such new lending office (or assignment), to receive additional amounts
from such Loan Party with respect to such withholding tax pursuant to Section 2.21(a).


 


“Existing
Credit Agreement” means the Seventh Amended and Restated Credit Agreement, dated as of March 30, 2016, among the Parent
Borrower, the subsidiaries of the Parent Borrower party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative
agent.


 


“Existing
Lenders” means the lenders party to the Existing Credit Agreement.


 


“Existing
Letters of Credit” means the Letters of Credit listed on Schedule 2.08(b).


 




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“Exiting
Lender” has the meaning provided in Section 2.27.


 


“Facility”
means each of (a) the Term Facility and (b) the Revolving Facilities.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as in effect on the date hereof (or any amended or successor version that is substantially
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 and any fiscal or regulatory legislation, rules or
practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing
such Sections of the Code.


 


“Federal
Funds Effective Rate” ” means, for any day, the rate calculated by the NYFRB based on such day’s federal
funds transactions by depositary institutions, as determined in such manner as the NYFRB shall set forth on its public website
from time to time, and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate, provided
that if the Federal Funds Effective Rate as so determined would be less than zero, such rate shall be deemed to be zero for the
purposes of this Agreement.


 


“Financial
Officer” means the chief financial officer or, if there is no chief financial officer, the principal accounting officer
(or similarly designated officer) of the Parent Borrower.


 


“Fitch”
shall mean Fitch Investors Service, Inc.


 


“Foreign
Lender” means any Lender that (a) if the Borrower is a U.S. Person, is organized under the laws of, or, for United States
income tax purposes, is treated as a resident of, any jurisdiction outside the United States of America and (b) if the Borrower
is not a U.S. Person, a Lender that is a resident or organized under the law of a jurisdiction other than that in which the Borrower
is a resident for tax purposes.


 


“Foreign
Plan” means any employee pension benefit plan (within the meaning of Section 3(2) of ERISA, whether or not subject to
ERISA) that (a) is not subject to US law, (b) is maintained or contributed to by any Borrower or any Foreign Subsidiary for the
benefit of employees employed outside of the United States and (c) is required under applicable law to be funded through a trust
or other funding vehicle other than a trust or funding vehicle maintained by a Governmental Authority.


 


“Foreign
Plan Event” means, with respect to any Foreign Plan, (a) the existence of unfunded liabilities in excess of the amount
permitted under any applicable law, (b) the failure of any Borrower or any Foreign Subsidiary to make or accrue, as applicable,
any contributions or payments, as required by applicable law, on or before the due date for such contributions or payments, (c)
the receipt of a notice by a Governmental Authority relating to the intention to terminate any such Foreign Plan or to appoint
a trustee to administer any such Foreign Plan, or to the insolvency of any such Foreign Plan, or (d) the incurrence of any liability
of the Consolidated Entities under applicable law on account of the complete or partial termination of such Foreign Plan or the
complete or partial withdrawal of any participating employer therein.


 




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“Foreign
Subsidiary” means any Subsidiary that is not organized under the laws of any jurisdiction in the United States of America.


 


“Funded
Debt” means, as to any Person, all Indebtedness of such Person that matures more than one year from the date of its
creation or matures within one year from such date but is renewable or extendible, at the option of such Person, to a date more
than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend
credit during a period of more than one year from such date, including all current maturities and current sinking fund payments
in respect of such Indebtedness whether or not required to be paid within one year from the date of its creation and, in the case
of the Borrowers, Indebtedness in respect of the Loans.


 


“Funding
Office” means the office of the Administrative Agent specified in Section 10.01 or such other office as may be specified
from time to time by the Administrative Agent as its funding office by written notice to the Parent Borrower and the Lenders.


 


“GAAP”
means generally accepted accounting principles in the United States of America, applied in respect of all terms of an accounting
or financial nature used herein in accordance with Section 1.04.


 


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


 


“Granting
Lender” has the meaning assigned to such term in Section 10.04(h).


 


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


 


“Guarantee
Agreement” means each Guarantee delivered by the applicable Material Domestic Subsidiary to the Administrative Agent
whereby such Material Domestic Subsidiary shall guarantee the obligations under the Loan Documents, which Guarantee shall be


 




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substantially
in the form of Exhibit C, as amended, supplemented, restated, amended and restated or otherwise modified from time to time.


 


“Guaranteed
Parties” means (a) the Lenders, (b) the Administrative Agent, (c) the Issuing Bank, (d) each counterparty to a Hedging
Agreement entered into with one or more of the Loan Parties if such counterparty was a Lender (or an affiliate of a Lender) at
the time the Hedging Agreement was entered into and (e) the successors and assigns of each of the foregoing.


 


“Guarantors”
means the Subsidiaries that are or become parties to a Guarantee Agreement.


 


“Hazardous
Materials” means 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 as toxic, hazardous or otherwise
deleterious pursuant to any Environmental Law.


 


“Hedging
Agreement” means any swap agreement (as defined in 11 U.S.C. §101) or other interest rate protection agreement,
foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity
price hedging arrangement.


 


“Hedging
Obligations” means any Obligations of any Loan Party in respect of any Hedging Agreement.


 


“HMRC
DT Treaty Passport scheme” means the Board of H.M. Revenue and Customs Double Taxation Treaty Passport scheme.


 


“Immaterial
Subsidiary” means any Subsidiary that (a) did not, as of the last day of the fiscal quarter of the Parent Borrower most
recently ended, have gross assets with a value in excess of 7.50% of the consolidated total assets of the Consolidated Entities
or revenues representing in excess of 10% of the total revenues of the Consolidated Entities on a consolidated basis for the four
fiscal quarters ended as of such date and (b) taken together with all Immaterial Subsidiaries as of the last day of the fiscal
quarter of the Parent Borrower most recently ended, did not have gross assets with a value in excess of 7.50% of consolidated
total assets of the Consolidated Entities or revenues representing in excess of 10% of total revenues of the Consolidated Entities
on a consolidated basis for the four fiscal quarters ended as of such date. Each Immaterial Subsidiary shall be set forth in Schedule
3.01, and the Parent Borrower shall update such Schedule from time to time after the Eighth Amendment and Restatement Effective
Date as necessary to reflect all Immaterial Subsidiaries at such time (the selection of Subsidiaries to be added to or removed
from such Schedule to be made as the Parent Borrower may determine).


 


“Impacted
Interest Period” has the meaning assigned to such term in the definition of “LIBO Rate”.


 




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“Increased
Amount Date” has the meaning assigned to such term in Section 2.25(a).


 


“Incremental
Amount” means, at any time, the excess, if any, of (a) $1,000,000,000 over (b) the aggregate amount of all Incremental
Term Loans made plus all Incremental Revolving Commitments established prior to such time (but after the Eighth Amendment
and Restatement Effective Date ) pursuant to Section 2.25(a).


 


“Incremental
Assumption Agreement” means an Incremental Assumption Agreement in form and substance reasonably satisfactory to the
Administrative Agent, among the Borrowers, the Administrative Agent and one or more Incremental Term Lenders and/or Incremental
Revolving Lenders.


 


“Incremental
Facility” means any facility established by the Lenders pursuant to Section 2.25.


 


“Incremental
Facility Activation Notice” means a notice substantially in the form of Exhibit F.


 


“Incremental
Revolving Commitment” means the Revolving Commitment of any Lender, established pursuant to Section 2.25, to make
Incremental Revolving Loans to a Borrower.


 


“Incremental
Revolving Lender” means a Lender with an Incremental Revolving Commitment or an outstanding Incremental Revolving Loan.


 


“Incremental
Revolving Loans” means the Revolving Loans made by one or more Lenders to a Borrower pursuant to Section 2.25.


 


“Incremental
Term Lender” means each Lender which holds an Incremental Term Loan.


 


“Incremental
Term Loans” means the term loans made by one or more Lenders to a Borrower pursuant to Section 2.25.


 


“Indebtedness”
of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits
or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments,
(c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired
by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (including
installment obligations but excluding accounts payable incurred in the ordinary course of business for which collection proceedings
have not been commenced), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an
existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not
the Indebtedness secured thereby has been assumed, (f) all Guarantees by such Person of Indebtedness of others, (g) all
Capital Lease Obligations of such Person and all obligations of such Person under Synthetic Leases, (h) all


 




     17


    


    

obligations,
contingent or otherwise, of such Person as an account party or applicant in respect of letters of credit and letters of guaranty,
(i) the net obligations of such Person in respect of Hedging Agreements, (j) all obligations, contingent or otherwise, of such
Person in respect of bankers’ acceptances and (k) all obligations of such Person arising with respect to Capital Stock that
is mandatorily redeemable or redeemable at the option of the holder of such Capital Stock. In determining the amount of Indebtedness
of such Person of the type referred to in clause (e) or (f) above, the amount thereof shall be equal to the lesser of (i) the
amount of the guarantee provided or the fair market value of collateral pledged (as applicable) and (ii) the amount of the underlying
Indebtedness of such other Person so guaranteed or secured. The Indebtedness of any Person shall include the Indebtedness of any
other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor
as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms
of such Indebtedness provide that such Person is not liable therefor.


 


“Indemnified
Taxes” means Taxes other than Excluded Taxes.


 


“Information
Memorandum” means the Confidential Information Materials dated February 2018 relating to the Parent Borrower and the
Transaction.


 


“Insolvent”
means, with respect to any Multiemployer Plan, the condition that such plan is insolvent within the meaning of Section 4245 of
ERISA.


 


“Interest
Coverage Ratio” means, on any date, the ratio of (a) Consolidated EBITDA less the aggregate amount of Capital
Expenditures of the Consolidated Entities (excluding the principal amount of Indebtedness (other than any Loans) incurred in connection
with such expenditures) to (b) Consolidated Interest Expense, in each case, for the period of four consecutive fiscal quarters
of the Consolidated Entities ended on or most recently ended as of such date (except as provided in the definition of Consolidated
Interest Expense).


 


“Interest
Election Request” means a request by the applicable Borrower to convert or continue a Borrowing in accordance with Section
2.07.


 


“Interest
Payment Date” means (a) with respect to any ABR Loan (other than a Swingline Loan), the last day of each calendar
month, (b) with respect to any Eurocurrency Loan with an Interest Period of one week or one, two or three months, the last day
of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with
an Interest Period of six months’ duration, that day three months after the first day of such Interest Period and the last
day of such Interest Period and (c) with respect to any Swingline Loan, the Swingline Loan Maturity Date.


 


“Interest
Period” means, with respect to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing and ending
on the numerically corresponding day in the calendar month that is one week or one, two, three or six months thereafter,
as the applicable Borrower may elect; provided, that (a) if any Interest Period would end on a day other than a Business
Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would
fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (b) any
Interest Period longer


 




     18


    


    

than
one week that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding
day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such
Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and,
in the case of a Revolving Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of
such Borrowing.


 


“Interpolated
Screen Rate” means the rate per annum determined by the Administrative Agent (which determination shall be conclusive
and binding absent manifest error) to be equal to the rate which results from interpolating on a linear basis between: (a) the
Screen Rate for the longest period (for which that Screen Rate is available for the applicable currency) which is less than the
relevant Impacted Interest Period and (b) the Screen Rate for the shortest period (for which that Screen Rate is available for
the applicable currency) which exceeds the relevant Impacted Interest Period, each as of approximately 11:00 a.m., London time,
(or in the case of Yen, approximately 11:00 a.m. Tokyo time) two Business Days prior to the commencement of the Impacted Interest
Period (or, with respect to Eurocurrency Borrowings in Sterling, on the first day of such Interest Period). When determining the
rate for a period which is less than the shortest period for which the Screen Rate is available, the Screen Rate for purposes
of clause (a) above shall be deemed to be the overnight rate for dollars determined by the Administrative Agent from such service
as the Administrative Agent may reasonably select.


 


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


 


“Issuing
Bank” means JPMorgan Chase Bank, N.A., Bank of America, N.A., Citizens Bank, N.A., TD Bank, N.A., Wells Fargo Bank,
National Association, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Sumitomo Mitsui Banking Corporation with respect to any Existing
Letter of Credit issued by a Lender hereunder, such Lender, and any such other Lender, or affiliate of a Lender, reasonably acceptable
to the Administrative Agent as may be appointed by the Parent Borrower from time to time and which appointment is accepted by
such Lender or Lender affiliate in its sole discretion, each in its capacity as an issuer of Letters of Credit hereunder, and
any successors in such capacity as provided in Section 2.08. An Issuing Bank may, in its discretion, arrange for one or more
Letters of Credit to be issued by Affiliates or a branch of the Issuing Bank, in which case the term “Issuing Bank”
shall include any such Affiliate or branch with respect to Letters of Credit issued by such Affiliate. The term “Issuing
Bank” or “the Issuing Bank” shall mean, with respect to a Letter of Credit and any applicable related provisions,
the Issuing Bank that issued such applicable Letter of Credit.


 


“Japanese
Borrower” means Charles River Laboratories Japan, Inc.


 


“LC
Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of Credit.


 


“LC
Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such
time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrowers
at such time. The LC Exposure of any Lender at any time shall be its USD Revolving Commitment Percentage of the total LC Exposure
at such time.


 




     19


    


    

“Lenders”
means Term Lenders and the Revolving Lenders. Unless the context otherwise requires, the term “Lenders” includes the
Swingline Lender.


 


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


 


“Letter
of Credit Sub-Commitment” means, with respect to each Issuing Bank, the amount set forth opposite such Issuing Bank’s
name on Schedule 2.08(a).


 


“Leverage
Ratio” means, on any date, the ratio of (a)(i) Consolidated Indebtedness plus (ii) the aggregate outstanding
attributed principal amount under any Receivables Financing Program incurred in accordance with this Agreement, as of such date
to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters of the Consolidated Entities ended on or most
recently ended as of such date.


 


“LIBO
Rate” means, (a) with respect to any Eurocurrency Borrowing denominated in dollars or Sterling for any Interest Period,
the London interbank offered rate as administered by the ICE Benchmark Administration Limited (or any other person which takes
over the administration of that rate) for the applicable currency and period as appearing on pages LIBOR01 or LIBOR02 of the Reuters
Screen (or on any successor or substitute page on such screen, or on the appropriate page of such other information service which
publishes that rate from time to time in place of Reuters, collectively with the Reuters screen rates set forth in clauses (b)
and (c) below, “Screen Rates” and each a “Screen Rate”) at approximately 11:00 a.m., London
time, two Business Days prior to the commencement of such Interest Period (or, with respect to Eurocurrency Borrowings in Sterling,
on the first day of such Interest Period), (b) with respect to any Eurocurrency Borrowing denominated in euros for any Interest
Period, the rate appearing on Reuters Screen EURIBOR01 (it being understood that this rate is the euro interbank offered rate
(known as the “EURIBOR Rate”) sponsored by the Banking Federation of the European Union (known as the “FBE”)
and the Financial Markets Association (known as the “ACI”) (or, in each case, any other person which takes
over the administration of that rate)) at approximately 10:00 a.m., London time, two Business Days prior to the commencement of
such Interest Period, as the rate for deposits in euro with a maturity comparable to such Interest Period and (c) with respect
to any Eurocurrency Borrowing denominated in Yen for any Interest Period, the rate per annum appearing on the TIBM Page under
the caption “Average of 10 Banks” of Reuters (or on any successor or substitute page on such screen, or on the appropriate
page of such other information service which publishes that rate from time to time in place of Reuters) at approximately 11:00
a.m., Tokyo time, two Business Days prior to the commencement of such Interest Period, as the rate for deposits in Yen with a
maturity comparable to such Interest Period; provided that in each case, if the Screen Rate as so determined would be less
than zero, such rate shall be deemed to be zero for purposes of this Agreement. In the absence of a period comparable to the Interest
Period being available as a Screen Rate, (an “Impacted Interest Period”), then (provided there are Screen Rates
for other Interest Periods for the applicable currency) the LIBO Rate shall mean the Interpolated Screen Rate as of approximately
11:00 a.m., London time (or in the case of Yen, approximately 11:00 a.m. Tokyo time), two Business Days prior to the commencement
of such Interest Period (or, with respect to Eurocurrency Borrowings in Sterling, on the first day of such Interest Period); provided
that if the Interpolated


 




     20


    


    

Screen
Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. All of the foregoing LIBO Rate
definition shall be subject to Section 2.18.


 


“Lien”
means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security
interest in, on or of such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital
lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing)
relating to such asset.


 


“Limited
Condition Acquisition” means any acquisition by the Parent Borrower or one or more of the Subsidiaries permitted pursuant
to the Loan Documents whose consummation is not conditioned on the availability of, or on obtaining, third party financing.


 


“Loan
Documents” means this Agreement and each Security Document, as each may be amended, waived, modified or supplemented
from time to time.


 


“Loan
Parties” means the Borrowers and the Guarantors.


 


“Loans”
means the loans made by the Lenders to the Borrowers pursuant to this Agreement.


 


“Local
Time” means (i) London time, in the case of any Loan denominated in euro or Sterling, (ii) Tokyo time, in the case of
any Loan denominated in Yen and (iii) New York City time, in all other instances.


 


“Majority
Facility Lenders” means, with respect to any Facility, the holders of more than 50% of the aggregate unpaid principal
amount the Term Loans or the total Revolving Credit Exposures, as the case may be, outstanding under such Facility (or, in the
case of the Revolving Facility, prior to any termination of the Revolving Commitments, the holders of more than 50% of the total
Revolving Commitments).


 


“Material
Adverse Effect” means a material adverse effect on (a) the business, assets, operations or condition, financial
or otherwise, of the Consolidated Entities taken as a whole, (b) the ability of any Loan Party to perform, or the enforceability
against any Loan Party of, any of its obligations under any Loan Document or (c) the rights of or benefits available to the
Lenders under any Loan Document.


 


“Material
Domestic Subsidiary” means a Domestic Subsidiary that is a Material Subsidiary; provided that, for purposes of
Sections 5.09(a)(i) and (ii), no Receivables Subsidiary shall be deemed to be a Material Domestic Subsidiary.


 


“Material
Indebtedness” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more
Hedging Agreements, of any one or more of the Consolidated Entities in an aggregate principal amount exceeding $50,000,000 in
the aggregate. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of any
Consolidated Entity in respect of any Hedging Agreement at any time shall be the maximum


 




     21


    


    

aggregate
amount (giving effect to any netting agreements) that such Consolidated Entity would be required to pay if such Hedging Agreement
were terminated at such time.


 


“Material
Subsidiary” means any Subsidiary that is not an Immaterial Subsidiary.


 


“Maturity
Date” means the date that is the fifth anniversary of the Eighth Amendment and Restatement Effective Date.


 


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


 


“Multicurrency
Revolving Commitment” means, with respect to each Multicurrency Revolving Lender, the commitment of such Lender (which
is a sublimit of the Revolving Commitment of such Lender) to make Multicurrency Revolving Loans, as such commitment may be (a)
reduced from time to time pursuant to Section 2.12, (b) increased from time to time pursuant to Section 2.25, or (c) reduced or
increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.04. The amount of each Lender’s
Multicurrency Revolving Commitment as of the Eighth Amendment and Restatement Effective Date is set forth on Schedule 2.04, or
in the Assignment and Assumption pursuant to which such Lender shall have assumed its Multicurrency Revolving Commitment as of
the date of such Assignment and Assumption, as applicable. The Dollar Equivalent of the aggregate amount of the Lenders’
Multicurrency Revolving Commitments as of the Eighth Amendment and Restatement Effective Date is $1,550,000,000.


 


“Multicurrency
Revolving Commitment Percentage” means, with respect to any Revolving Lender, the percentage of the total Multicurrency
Revolving Commitments represented by such Lender’s Multicurrency Revolving Commitment; provided that in the case
of Section 2.26 when a Defaulting Lender shall exist, “Multicurrency Revolving Commitment Percentage” shall mean the
percentage of the total Multicurrency Revolving Commitments (disregarding any Defaulting Lender’s Multicurrency Revolving
Commitment) represented by such Lender’s Multicurrency Revolving Commitment. If the Multicurrency Revolving Commitments
have terminated or expired, the Multicurrency Revolving Commitment Percentages shall be determined based upon the Multicurrency
Revolving Commitments most recently in effect, giving effect to any assignments.


 


“Multicurrency
Revolving Facility” means the Multicurrency Revolving Commitments and the extensions of credit made thereunder.


 


“Multicurrency
Revolving Lenders” means the Persons listed on Schedule 2.04 under the heading “Multicurrency Revolving Lenders”,
any Incremental Revolving Lender that becomes a Multicurrency Revolving Lender pursuant to Section 2.25 and any other Person that
shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party
hereto pursuant to an Assignment and Assumption.


 


“Multicurrency
Revolving Loan” means a revolving credit loan denominated in euro or Sterling, including any Incremental Revolving Loan
denominated in euro or Sterling.


 




     22


    


    

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


 


“Net
Cash Proceeds” means, in connection with any issuance or incurrence of Indebtedness or Receivable Financing Program,
the cash proceeds received from such issuance or incurrence, net of attorneys’ fees, investment banking fees, accountants’
fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in connection therewith.


 


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


 


“Obligations”
means (a) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans,
(b) each payment required to be made in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement
of disbursements, interest thereon (including interest accruing during the pendency of any bankruptcy, insolvency, receivership
or other similar proceeding, regardless of whether allowed or allowable in such proceeding) and obligations to provide cash collateral,
(c) all other monetary obligations, including fees (including fees and disbursements of counsel), costs, expenses, guaranties
and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during
the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable
in such proceeding), of each Loan Party to the Administrative Agent or any Lender under this Agreement and the other Loan Documents
and (d) all monetary obligations of each Loan Party under each Hedging Agreement entered into with any counterparty that was a
Lender (or an Affiliate of a Lender) at the time such Hedging Agreement was entered into. Notwithstanding the foregoing, the Obligations
of any Guarantor shall not include any Excluded Hedging Obligations of such Guarantor.


 


“Other
Taxes” means any and all present or future recording, stamp, documentary excise, transfer, sales, property or similar
taxes, charges or levies imposed by any Governmental Authority arising from any payment made under any Loan Document or from the
execution, delivery or enforcement of, or otherwise with respect to, any Loan Document including any interest, additions to tax
or penalties applicable thereto.


 


“Parent
Borrower” means Charles River Laboratories International, Inc., a corporation organized under the laws of Delaware.


 


“Participating
Member State” means a member of the European Community that adopts or has adopted the euro as its currency in accordance
with legislation of the European Community relating to Economic and Monetary Union Legislation.


 


“PBGC”
means the Pension Benefit Guaranty Corporation as defined in section 4002 of ERISA and any successor entity performing similar
functions.


 


“Permitted
Acquisition” means (subject to the application of Section 1.05 in the case of a Limited Condition Acquisition) any acquisition,
whether by purchase, merger,


 




     23


    


    

consolidation
or otherwise, if immediately after giving effect thereto: (a) such acquisition is of the majority of the assets of, or Capital
Stock in, a Person or division or line of business or other business unit of a Person and relates to the business conducted by
the Consolidated Entities as of the date hereof or in a business reasonably related thereto; (b) no Event of Default shall
have occurred and be continuing or would result therefrom; (c) all transactions related thereto shall be consummated in accordance
with applicable laws; (d) any acquired or newly formed corporation, partnership or limited liability company shall be a Subsidiary
and all actions required to be taken, if any, with respect to such acquired or newly formed Subsidiary under Section 5.09
shall have been taken or will be taken within the time periods specified therein; and (e) the Consolidated Entities shall
be in compliance, on a pro  forma basis after giving effect to such acquisition or formation, with the covenants contained
in Sections 6.10 and 6.11 recomputed as at the last day of the most recently ended fiscal quarter of the Consolidated Entities
as if such acquisition and related financings or other transactions had occurred on the first day of the period for testing such
compliance and, if the consideration provided in connection with such acquisition exceeds $60,000,000, then the Parent Borrower
shall have delivered to the Administrative Agent an officers’ certificate to such effect, together with all financial information
as required under Section 5.01(c) for the Person or assets to be acquired.


 


“Permitted
Additional Indebtedness” means senior unsecured or subordinated Indebtedness, (a) the terms of which do not provide
for any scheduled repayment, mandatory redemption, mandatory prepayment or sinking fund obligation prior to the Maturity Date
in effect as at the time such Indebtedness is incurred (other than as a result of (i) customary escrow provisions, special mandatory
redemption and similar provisions to facilitate advance funding conditioned on the future consummation of a Permitted Acquisition
or other Investment not prohibited by this Agreement (such financings, “Specified Prefunding Financings”) and
(ii) a change of control and acceleration rights after an event of default), (b) of which no Domestic Subsidiary of the Parent
Borrower is a guarantor that is not a Guarantor and (c) if on the date of the incurrence of such Indebtedness, (i) no Event of
Default shall have occurred and be continuing or would result from the incurrence of such Indebtedness and (ii) the Consolidated
Entities are in compliance, on a pro  forma basis after giving effect to the incurrence of such Indebtedness with the covenants
contained in Sections 6.10 and 6.11 recomputed as at the last day of the most recently ended fiscal quarter of the Consolidated
Entities as if the incurrence of such Indebtedness and the application of the proceeds thereof had occurred on the first day of
the period for testing such compliance; provided that a certificate of the Financial Officer delivered to the Administrative
Agent at least ten Business Days (or such shorter period as the Administrative Agent may reasonably agree) prior to the incurrence
of such Indebtedness, together with the basis of determination of pro  forma covenant compliance referred to above, stating
that the Parent Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements shall
be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies
the Parent Borrower within such period that it disagrees with such determination (including a reasonable description of the basis
upon which it disagrees); provided however, that the requirements contained in the foregoing clause (ii) (including the
proviso thereto) shall not apply to any senior unsecured or subordinated Indebtedness that is used to finance the Acquisition.


 


“Permitted
Encumbrances” means:


 




     24


    


    

(a)     Liens imposed by law for taxes that are not yet delinquent or are being contested
in compliance with Section 5.04;


 


(b)     carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s
and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that (i) are not overdue
by more than 30 days or (ii) are being contested in compliance with Section 5.04;


 


(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 liens in respect of judgments that do not constitute an Event of Default
under clause (k) of Article VII (and liens securing bonds or letters of credit posted to bond any such judgment); and


 


(f)      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 interfere with the ordinary conduct of business of any Consolidated Entity.


 


provided
that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness or any obligation imposed
pursuant to Section 430(k) of the Code or 303(k) of ERISA.


 


“Permitted
Investments” means:


 


(a)     direct obligations of, or obligations the principal of and interest on which are unconditionally
guaranteed by, the United States of America (or by any agency thereof);


 


(b)     investments in commercial paper;


 


(c)     investments in certificates of deposit, banker’s acceptances, time deposits,
and money market deposit accounts issued or offered by a bank with total assets greater than $40 billion;


 


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


 




     25


    


    

(e)     corporate obligations, bank obligations, Yankee bonds, medium-term notes and deposit
notes;


 


(f)      municipal bonds, notes and commercial paper (taxable or tax exempt);


 


(g)     variable rate demand notes, puttable bonds and asset backed securities;


 


(h)     mutual funds investing predominantly in the Permitted Investments listed in subparagraphs
(a) through (g) above;


 


(i)      mutual funds to the extent the investment is made to mirror the liabilities in a deferred
compensation plan of any Consolidated Entity; and


 


(j)      securities issued by any foreign government or any political subdivision of any foreign
government or any public instrumentality thereof in the jurisdiction of domicile of a Foreign Subsidiary;


 


provided
that:


 


(i)     all Permitted Investments with an initial maturity of less than one year (other than
Permitted Investments referred to in clauses (a), (h) and (i) above) shall bear a rating of at least A1 by S&P, P1 by Moody’s,
F1 by Fitch or an equivalent rating by another local rating agency of similar standing; and


 


(ii)    all Permitted Investments with an initial maturity of one year or more (other than
Permitted Investments referred to in clauses (a), (h), and (i) above) shall bear a rating of at least A by S&P, A2 by Moody’s,
A by Fitch or equivalent rating by another local rating agency of similar standing; and


 


(iii)   all money market mutual funds shall bear a rating of at least AAAm by S&P, Aaa
by Moody’s, or AAAmmf by Fitch or of an equivalent credit rating from these rating services or another local rating agency
of similar standing; and


 


(iv)   all
Permitted Investments with no credit rating shall be of substantially similar high credit quality;


 


provided further
that any Permitted Investment listed in subparagraphs (a) through (g) above with a Lender is not required to meet the ratings
in subparagraph (i) through (iv) above; provided further that at least 90% of the all Permitted Investments
at any time will have a maximum effective maturity of two years or less.


 


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


 


“Plan”
means a Domestic Plan or a Foreign Plan.


 




     26


    


    

“Plan
Asset Regulations” means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time
to time.


 


“Pledge
Agreement” means each pledge agreement delivered by the Parent Borrower or any applicable Material Domestic Subsidiary
to the Administrative Agent, whereby such Person shall grant to the Administrative Agent a first-priority Lien on Indebtedness
and Capital Stock held by such Person to secure the Obligations, which pledge agreement shall be substantially in the form of
Exhibit D, as amended, supplemented, restated, amended and restated or otherwise modified from time to time or, in the case of
any pledge agreement with respect to the pledge of any Capital Stock of a first-tier Foreign Subsidiary which is directly owned
by the Parent Borrower or any Material Domestic Subsidiary, shall be in form and substance reasonably satisfactory to the Administrative
Agent and its local counsel.


 


“Prime
Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S.
or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve
Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or,
if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar
release by the Federal Reserve Board (as determined by the Administrative Agent). Each change in the Prime Rate shall be effective
from and including the date such change is publicly announced or quoted as being effective.


 


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


 


“Qualified
Keepwell Provider” means, in respect of any Hedging Obligation, each applicable Loan Party that, at the time the relevant
Guarantee (or grant of the relevant security interest by, as applicable) becomes effective with respect to such Hedging Obligation,
has total assets exceeding $10,000,000 or otherwise 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” with respect to such Hedging Obligation at such time by entering into a keepwell pursuant to section 1a(18)(A)(v)(II)
of the Commodity Exchange Act.


 


“Qualifying
Material Acquisition” means any Additional Acquisition, or the last to occur of a series of two Additional Acquisitions
consummated within a period of six consecutive months, if the aggregate amount of consideration for such Additional Acquisition
(or if applicable, Additional Acquisitions) is in the aggregate at least $250,000,000 and the Parent Borrower has designated such
transaction as a “Qualifying Material Acquisition” by written notice (a “QMA Notice”) to the U.S.
Administrative Agent; provided that such QMA Notice shall be irrevocable and, subject to Section 6.04(e), the applicable
QMA Notice Date must occur on or prior to the date that is 90 days after the consummation of such Additional Acquisition (or,
if applicable, second Additional Acquisition) (such date of consummation, the “Consummation Date”).


 


“QMA
Notice” has the meaning set forth in the definition of “Qualifying Material Acquisition”.


 




     27


    


    

“QMA
Notice Date” means, with respect to any QMA Notice, the date on which such QMA Notice is delivered to the U.S. Administrative
Agent.


 


“Receivables
Financing Program” means a program under which any of the Consolidated Entities sell, transfer, encumber or otherwise
dispose of accounts receivable and/or related ancillary rights or assets, or interests therein, without recourse (except for customary
representations and customary non-credit dilution provisions) other than with respect to such Consolidated Entity’s retained
interest in such accounts receivable and/or related ancillary rights or assets or interests therein, such program to have terms
and conditions reasonably acceptable to the Administrative Agent; provided that the aggregate outstanding attributed principal
amount under such program shall not exceed $200,000,000 at any time.


 


“Receivables
Subsidiary” means any single purpose, bankruptcy remote entity formed and operating solely in connection with a Receivables
Financing Program permitted under this Agreement.


 


“Recovery
Event” means any settlement of or payment in respect of any property or casualty insurance claim or any condemnation
proceeding relating to any asset of any Consolidated Entity in an amount in excess of $25,000,000.


 


“Register”
has the meaning set forth in Section 10.04(c).


 


“Regulation
D” means Regulation D of the Board as from time to time in effect and all official rulings and interpretations thereunder
or thereof.


 


“Regulation
T” means Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder
or thereof.


 


“Regulation
U” means Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder
or thereof.


 


“Regulation
X” means Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder
or thereof.


 


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


 


“Required
Lenders” means, at any time, the holders of more than 50% of (a) until the date on which the conditions specified in
Section 4.01 are satisfied (or waived in accordance with Section 10.02), the Commitments then in effect and (b) thereafter,
the sum of (i) the aggregate unpaid principal amount of the Term Loans then outstanding and (ii) the total Revolving Commitments
then in effect or, if the Revolving Commitments have been terminated, the total Revolving Credit Exposures.


 


“Revolving
Commitment Period” means, with respect to a Revolving Facility, the period from and including the Eighth Amendment and
Restatement Effective Date to but


 




     28


    


    

excluding
the earlier of the Maturity Date and the date of termination of the Commitments under such Revolving Facility.


 


“Revolving
Commitments” means the USD Revolving Commitment, the Multicurrency Revolving Commitment and the Yen Revolving Commitment,
it being understood that with respect to each Revolving Lender with a USD Revolving Commitment, a Multicurrency Revolving Commitment
and a Yen Revolving Commitment, (a) the amount of such Lender’s total Revolving Commitment is equal to such Lender’s
USD Revolving Commitment, (b) the amount of such Lender’s Multicurrency Revolving Commitment is a sublimit within such Lender’s
total Revolving Commitment and (c) the amount of such Lender’s Yen Revolving Commitment is a sublimit within such Lender’s
total Multicurrency Revolving Commitment.


 


“Revolving
Commitment Percentage” means, with respect to any Revolving Lender, the percentage of the total Revolving Commitments
represented by such Lender’s Revolving Commitment; provided that in the case of Section 2.26 when a Defaulting Lender
shall exist, “Revolving Commitment Percentage” shall mean the percentage of the total USD Revolving Commitments (disregarding
any Defaulting Lender’s Revolving Commitment) represented by such Lender’s Revolving Commitment. If the Revolving
Commitments have terminated or expired, the Revolving Commitment Percentages shall be determined based upon the Revolving Commitments
most recently in effect, giving effect to any assignments.


 


“Revolving
Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount at such
time of such Lender’s (a) USD Revolving Credit Exposure, (b) Multicurrency Revolving Loans and (c) Yen Revolving Loans.


 


“Revolving
Facility” means each of the USD Revolving Facility, the Multicurrency Revolving Facility and the Yen Revolving Facility.


 


“Revolving
Lenders” means the USD Revolving Lenders, the Multicurrency Revolving Lenders and the Yen Revolving Lenders.


 


“Revolving
Loans” means the USD Revolving Loans, the Multicurrency Revolving Loans and the Yen Revolving Loans.


 


“S&P”
means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.


 


“Sanctioned
Countries” has the meaning assigned to such term in Section 3.07(b).


 


“Sanctioned
Person” has the meaning assigned to such term in Section 3.07(b).


 


“Sanctions”
means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S.
government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or


 




     29


    


    

the
U.S. Department of State, or (b) the United Nations Security Council, the European Union, Japan, or Her Majesty’s Treasury
of the United Kingdom.


 


“SEC”
means the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.


 


“Security
Agreement” means each security agreement delivered by the Parent Borrower or any applicable Material Domestic Subsidiary,
whereby such Person shall grant to the Administrative Agent a first-priority Lien on its personal property to secure the Obligations,
which security agreement shall be substantially in the form of Exhibit E, as amended, supplemented, restated, amended and restated
or otherwise modified from time to time.


 


“Security
Documents” means each Guarantee Agreement, each Security Agreement, each Pledge Agreement and each other security agreement,
document and instrument from time to time executed and delivered to the Administrative Agent, pursuant to the terms of the Loan
Documents.


 


“SPC”
has the meaning assigned to such term in Section 10.04(h).


 


“Statutory
Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator
of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency
or supplemental reserves) expressed as a decimal established by any Governmental Authority with jurisdiction over the Administrative
Agent or any Lender (including any branch, affiliate or other funding office thereof making or holding a Loan) for any category
of liabilities which includes deposits by reference to which the Adjusted LIBO Rate in respect of any Borrowing is determined.
Such reserve percentages shall include those imposed pursuant to Regulation D. Eurocurrency Loans shall be deemed to constitute
eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or
offsets that may be available from time to time to any Lender under Regulation D or any comparable regulation. The Statutory
Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.


 


“Sterling”
and “£” shall mean the lawful currency of the United Kingdom.


 


“Subrogation
Rights” has the meaning assigned to such term in Article IX.


 


“subsidiary”
means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership,
trust, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s
consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well
as any other corporation, limited liability company, partnership, trust, association or other entity (a) of which securities
or other ownership or participation interests representing more than 50% of the equity or participation interests 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 and/or one
or more subsidiaries of the parent.


 




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“Subsidiary”
means any subsidiary of the Parent Borrower and any subsidiary of the Parent Borrower created or acquired by the Parent Borrower
after the date hereof.


 


“Subsidiary
Borrowers’ Obligations” means the Obligations of the Subsidiary Borrowers.


 


“Subsidiary
Borrowers” means Charles River UK Limited, the Japanese Borrower, Charles River Laboratories Luxembourg S.a.r.l and
Charles River Nederland B.V.


 


“Super-Majority
Facility Lenders” means, with respect to any Facility, the holders of more than 66-2/3 % of the (i) aggregate unpaid
principal amount of the Term Loans or (ii) aggregate unpaid principal amount of the total Revolving Credit Exposures, as the case
may be, outstanding under such Facility (or, in the case of the Revolving Facility, prior to any termination of the Revolving
Commitments, the holders of more than 66-2/3% of the total Revolving Commitments).


 


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


 


“Swingline
Lender” means JPMorgan Chase Bank, N.A., in its capacity as lender of Swingline Loans hereunder.


 


“Swingline
Loan” means a Loan made pursuant to Section 2.07.


 


“Swingline
Loan Maturity Date” means the maturity date requested by the Parent Borrower in connection with a Swingline Loan (which
date shall in no event be later than the earlier of (a) 30 days after the date of such Borrowing thereof and (b) the Maturity
Date).


 


“Synthetic
Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet
financing product where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an operating
lease in accordance with GAAP.


 


“TARGET”
means the Trans-European Automated Real-time Gross settlement Express Transfer system.


 


“Taxes”
means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental
Authority.


 


“Term
Commitment” means, with respect to each Term Lender, the commitment of such Term Lender to make a Term Loan during the
Term Commitment Period in an amount not to exceed the amount set forth under the heading “Term Commitment” opposite
such Lender’s name on Schedule 2.01. The aggregate amount of the Lenders’ Term Commitments as of the Eighth Amendment
and Restatement Effective Date is $750,000,000.


 




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“Term
Commitment Period” means, with respect to the Term Facility, the period from and including the Eighth Amendment and
Restatement Effective Date to but excluding the earlier of the date that is 30 days after the Eighth Amendment and Restatement
Effective Date and the date of termination of the Commitments under the Term Facility.


 


“Term
Facility” means the Term Commitments and the Term Loans made thereunder.


 


“Term
Lenders” means the Persons listed on Schedule 2.01 with a Term Commitment and any other Person that shall have
become Term Lender pursuant to (i) an Assignment and Assumption or (ii) Section 2.25; in each case, other than any such Person
that ceases to be a party hereto pursuant to an Assignment and Assumption.


 


“Term
Loans” means (i) a delayed draw term loan denominated in dollars and made by a Lender to the Parent Borrower during
the Term Commitment Period pursuant to Section 2.01(a) or (ii) an Incremental Term Loan.


 


“Term
Percentage” means, with respect to any Term Lender, the percentage of the aggregate principal amount of the then outstanding
Term Loans represented by the aggregate principal amount of such Term Lender’s then outstanding Term Loans.


 


“Transactions”
means the execution, delivery and performance by each of the Loan Parties of each of the Loan Documents to which it is a party,
the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.


 


“Treaty”
means the Treaty establishing the European Economic Community, being the Treaty of Rome of March 25, 1957, as amended by the Single
European Act 1987, the Maastricht Treaty (which was signed at Maastricht on February 7, 1992 and came into force on November 1,
1993), the Amsterdam Treaty (which was signed at Amsterdam on October 2, 1997 and came into force on May 1, 1999) and the Nice
Treaty (which was signed on February 26, 2001), each as amended from time to time and as referred to in legislative measures of
the European Union for the introduction of, changeover to or operating of the euro in one or more member states.


 


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


 


“UK
Borrower” means any Borrower (i) that is organized or formed under the laws of the United Kingdom or (ii) payments from
which under this Agreement or any other Loan Document are subject to withholding taxes imposed by the laws of the United Kingdom.


 


“U.S.
Administrative Agent” has the meaning assigned to such term in the definition of “Administrative Agent”.


 


“U.S.
Person” means a “United States Person” within the meaning of Section 7701(a)(30) of the Code.


 




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“USD
Revolving Commitment” means, with respect to each USD Revolving Lender, the commitment of such Lender to make USD Revolving
Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the
maximum aggregate amount of such Lender’s USD Revolving Credit Exposure hereunder, as such commitment may be (a) reduced
from time to time pursuant to Section 2.12, (b) increased from time to time pursuant to Section 2.25 and (c) reduced or increased
from time to time pursuant to assignments by or to such Lender pursuant to Section 10.04. The amount of each Lender’s USD
Revolving Commitment as of the Eighth Amendment and Restatement Effective Date is set forth on Schedule 2.04, or in the Assignment
and Assumption pursuant to which such Lender shall have assumed its USD Revolving Commitment as of the date of such Assignment
and Assumption, as applicable. The aggregate amount of the Lenders’ USD Revolving Commitments as of the Eighth Amendment
and Restatement Effective Date is $1,550,000,000.


 


“USD
Revolving Commitment Percentage” means, with respect to any Revolving Lender, the percentage of the total USD Revolving
Commitments represented by such Lender’s USD Revolving Commitment; provided that in the case of Section 2.26 when
a Defaulting Lender shall exist, “USD Revolving Commitment Percentage” shall mean the percentage of the total USD
Revolving Commitments (disregarding any Defaulting Lender’s USD Revolving Commitment) represented by such Lender’s
USD Revolving Commitment. If the USD Revolving Commitments have terminated or expired, the USD Revolving Commitment Percentages
shall be determined based upon the USD Revolving Commitments most recently in effect, giving effect to any assignments.


 


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


 


“USD
Revolving Facility” means the USD Revolving Commitments and the extensions of credit made thereunder.


 


“USD
Revolving Lenders” means the Persons listed on Schedule 2.04 under the heading “USD Revolving Lenders”,
any Incremental Revolving Lender that becomes a USD Revolving Lender pursuant to Section 2.25 and any other Person that shall
have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto
pursuant to an Assignment and Assumption.


 


“USD
Revolving Loan” means a revolving credit loan denominated in dollars, including any Incremental Revolving Loan denominated
in dollars).


 


“Wholly-Owned
Guarantor” means a Guarantor that is a Wholly-Owned Subsidiary.


 


“Wholly-Owned
Subsidiary” means a Subsidiary all the Capital Stock of which (other than directors’ qualifying shares) is owned
by the Parent Borrower and/or one or more other Wholly-Owned Subsidiaries.


 




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


 


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


 


“Yen”
and “¥” refer to the lawful currency of Japan.


 


“Yen
Revolving Commitment” means, with respect to each Yen Revolving Lender, the commitment of such Lender (which is a sublimit
of the Multicurrency Revolving Commitment of such Lender) to make Yen Revolving Loans, as such commitment may be (a) reduced from
time to time pursuant to Section 2.12, (b) increased from time to time pursuant to Section 2.25, or (c) reduced or increased from
time to time pursuant to assignments by or to such Lender pursuant to Section 10.04. The amount of each Lender’s Yen Revolving
Commitment as of the Eighth Amendment and Restatement Effective Date is set forth on Schedule 2.04, or in the Assignment and Assumption
pursuant to which such Lender shall have assumed its Yen Revolving Commitment as of the date of such Assignment and Assumption,
as applicable. The Dollar Equivalent of the aggregate amount of the Lenders’ Yen Revolving Commitments as of the Eighth
Amendment and Restatement Effective Date is $50,000,000.


 


“Yen
Revolving Commitment Percentage” means, with respect to any Revolving Lender, the percentage of the total Yen Revolving
Commitments represented by such Lender’s Yen Revolving Commitment; provided that in the case of Section 2.26 when
a Defaulting Lender shall exist, “Yen Revolving Commitment Percentage” shall mean the percentage of the total Yen
Revolving Commitments (disregarding any Defaulting Lender’s Yen Revolving Commitment) represented by such Lender’s
Yen Revolving Commitment. If the Yen Revolving Commitments have terminated or expired, the Yen Revolving Commitment Percentages
shall be determined based upon the Yen Commitments most recently in effect, giving effect to any assignments.


 


“Yen
Revolving Facility” means the Yen Revolving Commitments and the extensions of credit made thereunder.


 


“Yen
Revolving Lenders” means (a) the Persons listed on Schedule 2.04 under the heading “Yen Revolving Lenders”,
(b) any Incremental Revolving Lender that becomes a Yen Revolving Lender pursuant to Section 2.25 and (c) any other Person that
shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party
hereto pursuant to an Assignment and Assumption. The Yen Revolving Lenders set forth in clauses (a) and (b) above (and clause
(c) to the extent that such Person assumes obligations to extend any additional Loan under the Yen Revolving Commitment (including
any Loan to refinance of any existing Loan under the Yen Revolving Commitment)), shall have a license required to engage in the
business of lending money in Japan.


 


“Yen
Revolving Loan” means a revolving credit loan denominated in Yen, including any Incremental Revolving Loan denominated
in Yen.


 




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SECTION
1.02.        Classification
of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a
“Revolving Loan”) or by Type (e.g., a “Eurocurrency Loan”) or by Class and Type (e.g., a
“Eurocurrency Revolving Loan”) or by Revolving Facility (e.g., a “USD Revolving Loan”). Borrowings
also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a
“Eurocurrency Borrowing”) or by Class and Type (e.g., a “Eurocurrency Revolving Borrowing”) or
by Revolving Facility (e.g., a “USD Borrowing”).


 


SECTION
1.03.        Terms
Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”.
The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the
context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed
as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified
(subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any
Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof”
and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not
to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed
to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law, rule or regulation
herein shall, unless otherwise specified, refer to such law, rule or regulation as amended, modified or supplemented from time
to time and (f) the words “asset” and “property” shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.
For the avoidance of doubt, with respect to a Person, the term “Affiliate” includes any other Person that becomes
an “Affiliate” of such Person after the date hereof.


 


SECTION
1.04.        Accounting
Terms; GAAP.


 


(a)              Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance
with GAAP, as in effect from time to time; provided that, if the Parent Borrower notifies the Administrative Agent that the Parent
Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in
GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Parent Borrower
that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice
is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis
of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith. 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 (i) any election under Financial Accounting Standards Board Accounting Standards Codification


 




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825
(or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities
of the Parent Borrower or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Indebtedness
in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification
or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated
manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.


 


(b)              Notwithstanding anything to the contrary contained in Section 1.04(a) or in the definition of “Capital Lease Obligations,”
in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that
such leases were in existence on the date hereof) that would constitute capital leases in conformity with GAAP on the date hereof
shall be considered capital leases, and all calculations and deliverables under this Agreement or any other Loan Document shall
be made or delivered, as applicable, in accordance therewith.


 


SECTION
1.05.        Limited
Condition Acquisitions. In the case of the incurrence of any Indebtedness (excluding, for the avoidance of doubt, Indebtedness
under the Revolving Facility but including any Incremental Facilities) or Liens or the making of any Permitted Acquisitions or
other investments, restricted payments, prepayments of specified indebtedness or asset sales in connection with a Limited Condition
Acquisition, at the Borrowers’ option, the relevant ratios and baskets shall be determined, and any Default or Event of
Default blocker shall be tested, as of the date the definitive acquisition agreements for such Limited Condition Acquisition are
entered into and calculated as if the acquisition and other pro forma events in connection therewith were consummated
on such date; provided that if the Borrowers have made such an election, in connection with the calculation of any ratio
(other than for purposes of calculating compliance with the financial covenants) or basket with respect to the incurrence of any
other Indebtedness (including any Incremental Facilities) or Liens, or the making of any other Permitted Acquisitions or other
investments, restricted payments, prepayments of specified indebtedness or asset sales on or following such date and prior to
the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement for such Limited
Condition Acquisition is terminated, any such basket or ratio shall be required to be complied with under both of the following
assumptions: (x) assuming on a pro forma basis such Limited Condition Acquisition and other pro forma
events in connection therewith (including any incurrence of Indebtedness) have been consummated and (y) assuming such Limited
Condition Acquisition and other pro forma events in connection therewith (including any incurrence of Indebtedness)
have not been consummated.


 


SECTION
1.06.        Interest
Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect
to, the administration, submission or any other matter related to the rates in the definition of “LIBO Rate” or with
respect to any comparable or successor rate thereto, or replacement rate therefor.


 


SECTION
1.07.        Additional
Currencies. Each Borrower may from time to time request that Letters of Credit be issued in a currency other than those specifically
listed under Section 2.08; provided that such requested currency is a lawful currency that is readily available and


 




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freely
transferable and convertible into dollars. Such request shall be subject to the approval of the Administrative Agent and the applicable
Issuing Bank. Any such request shall be made to the Administrative Agent not later than 12:00 p.m. New York City time, ten Business
Days prior to the date of the requested Letter of Credit (or such other time or date as may be agreed by the Administrative Agent
and the applicable Issuing Bank, in its or their sole discretion). The Administrative Agent shall promptly notify the applicable
Issuing Bank thereof. The applicable Issuing Bank shall notify the Administrative Agent, not later than 12:00 p.m. New York City
time, five Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters
of Credit, as the case may be, in such requested currency. Any failure by the applicable Issuing Bank to respond to such request
within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank to issue the requested
Letters of Credit in such requested currency at that time. If the Administrative Agent and the applicable Issuing Bank consent
to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the applicable Borrower.
If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.07, the
Administrative Agent shall promptly so notify the applicable Borrower.


 


ARTICLE
II



The Credits


 


SECTION
2.01.        Term
Commitments. (a) Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a Term Loan
to the Parent Borrower from time to time (but in any event on no more than one occasion) during the Term Commitment Period, in
an amount not to exceed the amount of the Term Commitment of such Lender.


 


(b)       The
Term Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Parent Borrower and notified to the
Administrative Agent in accordance with Sections 2.02 and 2.17.


 


SECTION
2.02.        Procedure
for Term Loan Borrowings. To borrow Term Loans during the Term Commitment Period, the Parent Borrower shall give the Administrative
Agent irrevocable notice (which notice must be received by (a) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m.,
Local Time, three Business Days prior to the applicable date or (b) in the case of an ABR Borrowing, not later than 11:00 a.m.,
New York City time, one Business Day prior to the applicable date) requesting that the Term Lenders make the Term Loans on the
requested date of such Borrowing, which shall be a Business Day, and specifying the amount to be borrowed and, except in the case
of ABR Borrowing of Term Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by
the definition of the term Interest Period. Upon receipt of such Borrowing Request the Administrative Agent shall promptly notify
each applicable Term Lender thereof. Not later than 10:00 a.m., New York City time on the date of such Borrowing, each Term Lender
shall make available to the Administrative Agent at the applicable Funding Office an amount in immediately available funds equal
to the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall credit the account of the applicable
Borrower on the books of such office of the


 




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Administrative
Agent with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders in immediately available
funds.


 


SECTION
2.03.        Repayment
of Term Loans. Each Term Loan of each Term Lender shall mature in 19 consecutive quarterly installments, each of which shall
be in an amount equal to the product of such Lender’s Term Percentage, as applicable, multiplied by (i) the Amortization
Percentage set forth below opposite such installment and (ii) the initial principal amount of the Term Loans borrowed during the
Term Commitment Period.


 


	Installment	Amortization Percentage
	 	 
	September 30, 2018	1.25%
	December 31, 2018	1.25%
	 	 
	March 31, 2019	1.25%
	June 30, 2019	1.25%
	September 30, 2019	1.25%
	December 31, 2019	1.25%
	 	 
	March 31, 2020	1.25%
	June 30, 2020	1.25%
	September 30, 2020	1.875%
	December 31, 2020	1.875%
	 	 
	March 31, 2021	1.875%
	June 30, 2021	1.875%
	September 30, 2021	2.5%
	December 31, 2021	2.5%
	 	 
	March 31, 2022	2.5%
	June 30, 2022	2.5%
	September 30, 2022	5.00%
	December 31, 2022	5.00%
	 	 
	Maturity Date	62.50%
	 	 


SECTION
2.04.        Revolving
Commitments. (a) Subject to the terms and conditions set forth herein, each USD Revolving Lender agrees to make USD Revolving
Loans to the Parent Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount that will
not result in (i) such Lender’s Revolving Credit Exposure exceeding the amount of such Lender’s Revolving Commitment
or (ii) the total Revolving Credit Exposure exceeding the total Revolving Commitment. Within the foregoing limits and subject
to the terms and conditions set forth herein, the Parent Borrower may borrow, prepay and reborrow USD Revolving Loans.


 




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(b)              Subject to the terms and conditions set forth herein, each Multicurrency Revolving Lender agrees to make Multicurrency
Revolving Loans to the Parent Borrower and/or the Subsidiary Borrowers (other than the Japanese Borrower) from time to time during
the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which (i) does not exceed such Lender’s
Multicurrency Revolving Commitment, (ii) will not result in such Lender’s Revolving Credit Exposure exceeding the amount
of such Lender’s Revolving Commitment and (iii) will not result in the total Revolving Credit Exposure exceeding the total
Revolving Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Parent Borrower
and/or the Subsidiary Borrowers may borrow, prepay and reborrow Multicurrency Revolving Loans.


 


(c)             Subject
to the terms and conditions set forth herein, each Yen Revolving Lender agrees to make Yen Revolving Loans to the Japanese Borrower
from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which (i)
does not exceed such Lender’s Yen Revolving Commitment, (ii) does not exceed such Lender’s Multicurrency Revolving
Commitment, (iii) will not result in such Lender’s Revolving Credit Exposure exceeding the amount of such Lender’s
Revolving Commitment and (iv) will not result in the total Revolving Credit Exposure exceeding the total Revolving Commitment.
Within the foregoing limits and subject to the terms and conditions set forth herein, only the Japanese Borrower may borrow, prepay
and reborrow Yen Revolving Loans.


 


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


 


(b)              Subject to Section 2.18, (i) each USD Revolving Borrowing shall be comprised entirely of ABR Loans or Eurocurrency
Loans as the Parent Borrower may request in accordance herewith and (ii) each Multicurrency Revolving Borrowing and Yen Revolving
Borrowing shall be comprised entirely of Eurocurrency Loans as the applicable Borrower may request in accordance herewith. Each
Swingline Loan shall be an ABR Loan. Each Lender at its option may make any Eurocurrency Loan by causing any domestic or foreign
branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation
of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement.


 


(c)              t
the commencement of each Interest Period for any Eurocurrency Borrowing, such Borrowing shall be in an aggregate amount that is
not less than (i) $1,000,000 and an integral multiple of $100,000 in excess thereof in the case of Borrowings denominated in dollars,
(ii) €1,000,000 and an integral multiple of €100,000 in excess thereof in the case of Borrowings denominated in euros,
(iii) £1,000,000 and an integral multiple of £100,000 in excess thereof in the case of Borrowings denominated in Sterling
and (iv) ¥100,000,000 and an integral multiple of ¥10,000,000 in excess thereof in the case of Borrowings denominated
in


 




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Yen.
At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is not less than $500,000;
provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the
total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section
2.08(e). Each Swingline Borrowing shall be in an amount that is not less than $100,000. Borrowings of more than one Type and Class
may be outstanding at the same time; provided that there shall not at any time be more than an aggregate total of (i) fifteen
dollar, euro, Sterling or Yen Eurocurrency Borrowings or (ii) three Swingline Borrowings.


 


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


 


SECTION
2.06.        Requests
for Revolving Borrowings. To request a Revolving Borrowing, the applicable Borrower shall notify the Administrative Agent
of such request by telephone (or in the case of a Borrowing denominated in euro, Sterling or Yen, in writing) (a) in the case
of a Eurocurrency Borrowing, not later than 11:00 a.m., Local Time, three Business Days before (or in the case of a Borrowing
denominated in Yen, not later than 11:00 a.m. Local Time, four Business Days before) the date of the proposed Borrowing or (b)
in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of the proposed
Borrowing. Each such Borrowing Request shall be irrevocable and in the case of telephonic notice shall be confirmed promptly by
hand delivery or telecopy to the Administrative Agent of a written Borrowing Request signed by the applicable Borrower. Each such
telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.05:


 


(i)      the aggregate amount of the requested Borrowing;


 


(ii)     the Revolving Facility under which the Borrowing is to be made:


 


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


 


(iv)    in the case of a USD Borrowing, whether such Borrowing is to be an ABR Borrowing or
a Eurocurrency Borrowing;


 


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


 


(vi)    the location and number of the applicable Borrower’s account to which funds
are to be disbursed, which shall comply with the requirements of Section 2.10.


 


If no election
as to the Type of any USD Borrowing is specified, then the requested Revolving Borrowing shall be an ABR Borrowing. If no Interest
Period is specified with respect to any requested Eurocurrency Borrowing, then the applicable Borrower shall be deemed to have
selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing


 




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Request
in accordance with this Section, the Administrative Agent shall advise each Revolving Lender of the details thereof and of the
amount of such Revolving Lender’s Loan to be made as part of the requested Borrowing.


 


SECTION
2.07.        Swingline
Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender may, in such Swingline Lender’s
discretion, make Swingline Loans in dollars to the Parent Borrower from time to time during the Revolving Commitment Period, in
an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding
Swingline Loans exceeding $25,000,000, (ii) any Lender’s Revolving Credit Exposure exceeding the amount of such Lender’s
Revolving Commitment or (iii) the total Revolving Credit Exposures exceeding the total Revolving Commitments; provided
that no Swingline Loan shall be made or requested to refinance an outstanding Swingline Loan. Within the foregoing limits and
subject to the terms and conditions set forth herein, the Parent Borrower may borrow, prepay and reborrow Swingline Loans.


 


(b)              To
request a Swingline Loan, the Parent Borrower shall notify the Administrative Agent of such request by telephone (confirmed by
telecopy), not later than 2:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable
and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative
Agent will promptly advise the Swingline Lender of any such notice received from the Parent Borrower. If the Swingline Lender
determines that it shall make such Swingline Loan, the Swingline Lender shall make each Swingline Loan available to the Parent
Borrower by means of a credit to the general deposit account of the Parent Borrower with the Swingline Lender (or, in the case
of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.08(e), by remittance
to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.


 


(c)             The
Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any
Business Day require the USD Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline
Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which USD Revolving Lenders will participate.
Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each USD Revolving Lender, specifying
in such notice such Lender’s USD Revolving Commitment Percentage of such Swingline Loan or Loans. Each USD Revolving Lender
hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for
the account of the Swingline Lender, such Lender’s USD Revolving Commitment Percentage of such Swingline Loan or Loans.
Each USD Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to
this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence
and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever. Each USD Revolving Lender shall comply with its obligation under this
paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.10 with respect to
Loans made by such Lender (and Section 2.10 shall apply, mutatis mutandis, to the payment


 




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obligations
of the USD Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received
by it from the USD Revolving Lenders. The Administrative Agent shall notify the Parent Borrower of any participations in any Swingline
Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative
Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Parent Borrower (or other party on
behalf of the Parent Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale
of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative
Agent shall be promptly remitted by the Administrative Agent to the USD Revolving Lenders that shall have made their payments
pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The purchase of participations in a Swingline
Loan pursuant to this paragraph shall not relieve the Parent Borrower of any default in the payment thereof.


 


SECTION
2.08.        Letters
of Credit. (a) General. Subject to the terms and conditions set forth herein, each Borrower may request the issuance
of Letters of Credit denominated in dollars, Euro, Sterling or Yen for its own account, in a form reasonably acceptable to the
Administrative Agent and the Issuing Bank, at any time and from time to time during the Revolving Commitment Period. In the event
of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of
credit application or other agreement submitted by the applicable Borrower to, or entered into by such Borrower with, the Issuing
Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Notwithstanding anything herein
to the contrary, the Issuing Bank shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit the proceeds
of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any
country or territory that, at the time of such funding, is the subject of any Sanctions, except to the extent permissible for
a Person required to comply with Sanctions; (ii) in any manner that would result in a violation of any Sanctions by any party
to this Agreement or (iii) in any manner that would result in a violation of one or more policies of such Issuing Bank applicable
to letters of credit generally.


 


(b)              Notice
of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the applicable Borrower shall hand deliver or telecopy (or transmit
by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the
Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting
the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the
date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is
to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address
of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of
Credit. If requested by the Issuing Bank, the applicable Borrower also shall submit a letter of credit application on the Issuing
Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended,
renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the applicable


 




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Borrower
shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the
aggregate LC Exposure shall not exceed $50,000,000, (ii) unless waived by the applicable Issuing Bank in its sole discretion,
the LC Exposure of each Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Sub-Commitment, (iii) any Lender’s
Revolving Credit Exposure exceeding the amount of such Lender’s Revolving Commitment and (iv) the total Revolving Credit
Exposures shall not exceed the total USD Revolving Commitments.


 


(c)             Expiration
Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (x) three years after the
date of the issuance of such Letter of Credit and (y) the date that is 24 months after the Maturity Date; provided that
60 days prior to the Maturity Date the applicable Borrower shall deposit in an account with the Administrative Agent for the benefit
of each applicable Issuing Bank and the Lenders, an amount in cash equal to 105% of the LC Exposure as of such date. Such deposit
shall be held by the Administrative Agent as collateral for the payment and performance of the Obligations. The Administrative
Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. The Administrative
Agent may, at any time and from time to time after the initial deposit of such cash collateral, request that additional cash collateral
be provided in order to protect against the results of exchange rate fluctuations. Moneys in such account shall (i) automatically
be applied by the Administrative Agent to reimburse the applicable Issuing Bank for LC Disbursements for which it has not been
reimbursed, (ii) be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure
at such time, (iii) if the maturity of the Loans has been accelerated, be applied to satisfy the Obligations and (iv) provided
that no Event of Default has occurred and is continuing, be released to the applicable Borrower to the extent that the funds on
deposit exceed 105% of the L/C Exposure.


 


(d)              Participations.
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further
action on the part of the Issuing Bank or the USD Revolving Lenders, the Issuing Bank hereby grants to each USD Revolving Lender,
and each USD Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s
USD Revolving Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration
and in furtherance of the foregoing, each USD Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative
Agent, for the account of the Issuing Bank, such Lender’s USD Revolving Commitment Percentage of each LC Disbursement made
by the Issuing Bank and not reimbursed by the Parent Borrower on the date due as provided in paragraph (e) of this Section, or
of any reimbursement payment required to be refunded to the Parent Borrower for any reason; provided that, for the avoidance
of doubt, each USD Revolving Lender may remit such payment to the Administrative Agent in dollars at the Dollar Equivalent of
such LC Disbursement. Each USD Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant
to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default
or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever.


 




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(e)             Reimbursement.
If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such
LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York
City time, on the date that such LC Disbursement is made, if such Borrower shall have received notice of such LC Disbursement
prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Borrower prior to such
time on such date, then not later than 12:00 noon, New York City time, on the Business Day immediately following the day that
such Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that
such Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.06 or 2.07 that
such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed,
such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing
or Swingline Loan. If any Borrower fails to make such payment when due, the Administrative Agent shall notify each USD Revolving
Lender of the applicable LC Disbursement, the payment then due from such Borrower in respect thereof and such Lender’s USD
Revolving Commitment Percentage thereof. Promptly following receipt of such notice, each USD Revolving Lender shall pay to the
Administrative Agent its USD Revolving Commitment Percentage of the payment then due from such Borrower, in the same manner as
provided in Section 2.10 with respect to Loans made by such Lender (and Section 2.10 shall apply,  mutatis mutandis,to
the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received
by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from any Borrower pursuant to this
paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made
payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests
may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other
than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve
such Borrower of its obligation to reimburse such LC Disbursement.


 


(f)              Obligations
Absolute. Each Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section
shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement
under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit
or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving
to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment
by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms
of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing,
that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff
against, the applicable Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the Issuing
Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance
or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances
referred to in


 




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the
preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder),
any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided
that the foregoing (including the first sentence of this paragraph (f)) shall not be construed to excuse the Issuing
Bank from liability to the applicable Borrower to the extent of any direct damages (as opposed to consequential damages,
claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by such
Borrower that are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other
documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the
absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of
competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance
of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented
which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its
sole discretion, either accept and make payment upon such documents without responsibility for further investigation,
regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such
documents are not in strict compliance with the terms of such Letter of Credit.


 


(g)              Disbursement
Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent
a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the applicable
Borrower by telephone (confirmed by telecopy) of such demand for payment and whether the Issuing Bank has made or will make an
LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the applicable
Borrower of its obligation to reimburse the Issuing Bank and the USD Revolving Lenders with respect to any such LC Disbursement.


 


(h)              Interim Interest. If the Issuing Bank shall make any LC Disbursement, then, unless the applicable Borrower shall
reimburse such LC Disbursement in full on the date repayment of such LC Disbursement is due in accordance with Section 2.08(e),
the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is due to but excluding
the date that such Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans. Interest
accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the
date of payment by any Lender pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be for the account
of such Lender to the extent of such payment.


 


(i)              Replacement
of the Issuing Bank. The Issuing Bank may be replaced at any time by written agreement among the Parent Borrower, the Administrative
Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the USD Revolving Lenders
of any such replacement of the Issuing Bank. At the time any such replacement shall become effective, the Parent Borrower shall
pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.16(b). From and after the effective


 




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date
of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this
Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank”
shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks,
as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party
hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters
of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.


 


(j)               Cash
Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the applicable Borrower
receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated,
Lenders with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant
to this paragraph, such Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative
Agent and for the benefit of the USD Revolving Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued
and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately,
and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of
any Event of Default with respect to such Borrower described in clause (h) or (i) of Article VII. Such deposit shall
be held by the Administrative Agent as collateral for the payment and performance of the Obligations with respect to Letters of
Credit under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right
of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be
made at the option and sole discretion of the Administrative Agent and at the applicable Borrower’s risk and expense, such
deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in
such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has
not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of
the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to
the consent of Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other obligations
of such Borrower under this Agreement. If any Borrower is required to provide an amount of cash collateral hereunder as a result
of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid), together with any interest amount
thereon, shall be returned to such Borrower within three Business Days after all Events of Default have been cured or waived.


 


(k)               Transition of Existing Letters of Credit.


 


(i)     Upon the Eighth Amendment and Restatement Effective Date, all Existing Letters of
Credit shall be deemed to have ceased to be outstanding under the Existing Credit Agreement and shall be deemed instead to have
been issued under this Agreement on the Eighth Amendment and Restatement Effective Date and to be outstanding under this Agreement.


 




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(ii)    The Borrowers represent and warrant to the Administrative Agent, the Issuing Bank
and the Lenders that Schedule 2.08(b) to this Agreement sets forth a true and complete listing of all Existing Letters of Credit.


 


SECTION
2.09.        Letters
of Credit Issued for Account of Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder supports
any obligations of, or is for the account of, a Subsidiary, or states that a Subsidiary is the “account party,” “applicant,”
“customer,” “instructing party,” or the like of or for such Letter of Credit, and without derogating from
any rights of the applicable Issuing Bank (whether arising by contract, at law, in equity or otherwise) against such Subsidiary
in respect of such Letter of Credit, the Parent Borrower (i) shall reimburse, indemnify and compensate the applicable Issuing
Bank hereunder for such Letter of Credit (including to reimburse any and all drawings thereunder) as if such Letter of Credit
had been issued solely for the account of the Parent Borrower and (ii) irrevocably waives any and all defenses that might otherwise
be available to it as a guarantor or surety of any or all of the obligations of such Subsidiary in respect of such Letter of Credit.
The Parent Borrower hereby acknowledges that the issuance of such Letters of Credit for its Subsidiaries inures to the benefit
of the Parent Borrower, and that the Parent Borrower’s business derives substantial benefits from the businesses of such
Subsidiaries


 


SECTION
2.10.        Funding
of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer
of immediately available funds by 12:00 noon, Local Time (or in the case of Yen denominated Borrowings, 11:00 a.m. Local Time),
to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided
that Swingline Loans shall be made as provided in Section 2.07. The Administrative Agent will make such Loans available
to the applicable Borrower by promptly crediting the amounts so received, in like funds, to an account of the applicable Borrower
maintained with the Administrative Agent or as otherwise designated by the applicable Borrower in the applicable Borrowing Request;
provided that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.08(e)
shall be remitted by the Administrative Agent to the Issuing Bank.


 


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


 




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following
the date upon which such Lender receives notice from the Administrative Agent, the Administrative Agent shall be entitled to recover
from such Lender, on demand, such amount with interest thereon calculated from such due date at the rate set forth in the preceding
sentence plus 3%. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s
Loan included in such Borrowing.


 


SECTION
2.11.        Interest
Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case
of a Eurocurrency Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, (i) the
applicable Borrower may elect to continue any Eurocurrency Borrowing by electing successive Interest Periods therefore and (ii)
the Parent Borrower may elect to convert any Borrowing denominated in dollars to a different Type, all as provided in this Section.
The applicable Borrower may elect different options with respect to different portions of the affected Borrowing, in which case
each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising
each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Borrowings, which may not
be converted or continued.


 


(b)              To make an election pursuant to this Section, the applicable Borrower shall notify the Administrative Agent of such election
by the time and in the manner that a Borrowing Request would be required under Section 2.02 or 2.06, as the case may be, if such
Borrower were requesting a Borrowing of the Type and currency resulting from such election to be made on the effective date of
such election. Each such Interest Election Request shall be irrevocable and in the case of telephonic notice shall be confirmed
promptly by hand delivery or telecopy to the applicable Administrative Agent of a written Interest Election Request signed by
the applicable Borrower.


 


(c)              Each telephonic and written Interest Election Request shall specify the following information (and in the case of Revolving
Borrowings, in compliance with Section 2.05):


 


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


 


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


 


(iii)   in the case of a Revolving Borrowing denominated in dollars, whether the resulting
Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; and


 


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


 




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


 


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


 


(e)              If the Parent Borrower fails to deliver a timely Interest Election Request with respect to a Eurocurrency Borrowing denominated
in dollars prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein,
at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. If the applicable Borrower fails to
deliver a timely Interest Election Request with respect to a Borrowing denominated in euro prior to the end of the Interest Period
applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period the applicable
Borrower shall be deemed to have elected to continue such Borrowing with an Interest Period of one month’s duration. Notwithstanding
any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request
of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Revolving
Borrowing may be converted to or continued as a Eurocurrency Borrowing, (ii) unless repaid, each Eurocurrency Borrowing denominated
in dollars shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto and (iii) each Eurocurrency
Borrowing denominated in euro shall be due and payable on the last day of the Interest Period applicable thereto.


 


SECTION
2.12.        Termination
and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate on the Maturity
Date. Unless previously terminated, the Term Commitments shall terminate upon the earlier of (i) the making of the Term Loans
and (ii) the date that is 30 days after the Eighth Amendment and Restatement Effective Date.


 


(b)              The
Parent Borrower may at any time terminate, or from time to time reduce, the Revolving Commitments under any Revolving Facility;
provided that (i) each reduction of the Revolving Commitments under any Revolving Facility shall be in an amount that is
an integral multiple of $100,000 and not less than $1,000,000 and (ii) the Parent Borrower shall not terminate or reduce the Revolving
Commitments under a Revolving Facility if, after giving effect to any concurrent prepayment of the Loans in accordance with Section
2.14, (i) the Multicurrency Revolving Loans of any Lender exceed such Lender’s Multicurrency Revolving Commitment, (ii)
the Yen Revolving Loans of any Lender exceed such Lender’s Yen Revolving Commitment, (iii) the Revolving Credit Exposure
of any Lender exceeds the amount of such Lender’s USD Revolving Commitment, (iv) the total Revolving Credit Exposures would
exceed the total USD Revolving Commitments, (v) the total Multicurrency Revolving Loans would exceed the Multicurrency Revolving
Commitments or (v) the total Yen Revolving Loans would exceed the Yen Revolving Commitments.


 


(c)              The
Parent Borrower shall notify the Administrative Agent (which in the case of a Commitment denominated in Yen, shall be both the
U.S. Administrative Agent and the


 




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Administrative
Agent) of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business
Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly
following receipt of any written notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice
delivered by the Parent Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of
Commitments delivered by the Parent Borrower may state that such notice is conditioned upon the effectiveness of other credit
facilities, in which case such notice may be revoked by the Parent Borrower (by notice to the applicable Administrative Agent
on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of Commitments shall
be permanent. Each reduction of any Commitments shall be made ratably among the Lenders in accordance with their respective applicable
Commitments.


 


SECTION
2.13.        Repayment of
Revolving Loans; Evidence of Debt. (a) Each Borrower hereby unconditionally promises to pay on the Maturity Date to the Administrative
Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan made to such Borrower. The Parent
Borrower hereby unconditionally promises to pay to the Swingline Lender the then unpaid principal amount of each Swingline Loan
on the Swingline Loan Maturity Date; provided that on each date that a USD Revolving Borrowing is made, the Parent Borrower
shall repay all Swingline Loans then outstanding.


 


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


 


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


 


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


 


SECTION
2.14.        Optional
Prepayments. (a) Subject to Section 2.20, each Borrower shall have the right at any time and from time to time to prepay any
Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section.


 


(b)              The
applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender)
by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not
later than 11:00 a.m., Local Time, three Business Days before (or, in the case of


 




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a
Borrowing denominated in Yen, 11:00 a.m Local Time four Business Days before) the date of prepayment, (ii) in the case of prepayment
of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment or
(iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment.
Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion
thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination
of the Revolving Commitments as contemplated by Section 2.12, then such notice of prepayment may be revoked if such notice
of termination is revoked in accordance with Section 2.12. Promptly following receipt of any such notice relating to a Revolving
Borrowing, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each partial prepayment of any
Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same
Type as provided in Section 2.05. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the
prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.17 and any break funding
payments required by Section 2.19.


 


SECTION
2.15.        Mandatory
Prepayments. (a) If any Indebtedness shall be issued or incurred by any Consolidated Entity (other than as permitted under
Section 6.01), an amount equal to 100% of the Net Cash Proceeds shall be applied on the date of such issuance or incurrence toward
the prepayment of the Term Loans ratably in accordance with the respective outstanding principal amounts thereof and as otherwise
set forth in Section 2.15(c); provided that no prepayment shall be required to be made pursuant to this subsection (a)
if the Leverage Ratio on the last the day of the fiscal quarter most recently ended is 3.00 to 1.00 or less.


 


(b)               
If on any date any Consolidated Entity shall receive Net Cash Proceeds in connection with any Receivables Financing Program
then such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans ratably in accordance with the
respective outstanding principal amounts thereof and as otherwise set forth in Section 2.15(c).


 


(c)              
Amounts to be applied in connection with prepayments made pursuant to this Section 2.15 shall (i) be applied to the remaining
installments thereof as directed by the Parent Borrower and in accordance with Section 2.22(b) and (ii) be reduced (but not below
zero) to the extent of prepayments of the Term Loans prepaid pursuant to Section 2.14 at any time during the twelve month period
ending on the date such prepayment would otherwise be required under this Section 2.15. Prepayments shall be made, first,
to ABR Loans and, second, to Eurocurrency Loans and in each case, together with accrued interest to the date of such prepayment
on the amount prepaid and the principal amount of Term Loans and accrued interest thereon to be paid by the applicable Borrower
pursuant to any such prepayment shall not exceed in the aggregate the applicable portion of Net Cash Proceeds with respect to
such prepayment.


 


SECTION
2.16.        Fees.
(a) The Parent Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall
accrue at the Applicable Rate on the average daily unused amount of the Revolving Commitment and Term Loan Commitment of such
Lender during the period from and including the Eighth Amendment and Restatement Effective Date to but excluding the date on which
such Revolving Commitment and


 




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Term
Loan Commitment, as applicable, terminates. Accrued commitment fees shall be payable in arrears on the fifteenth Business Day
following the last day of March, June, September and December of each year and on the date on which the Revolving Commitments
and Term Loan Commitments, as applicable, terminate, commencing on the first such date to occur after the date hereof. All commitment
fees shall be computed on the basis of a year of 360 days, and shall be payable for the actual number of days elapsed (including
the first day but excluding the last day). For purposes of this Section 2.16(a), (i) the unused amount of the Revolving Commitment
of any Revolving Lender shall be deemed to be the excess of (x) the aggregate Revolving Commitment of such Lender over (y) the
aggregate Revolving Credit Exposure of such Lender (exclusive of Swingline Exposure) and (ii) the unused amount of the Term Commitment
of any Term Lender shall be deemed to be the excess of (x) the aggregate Term Commitment of such Lender over (y) the aggregate
Term Loans made by such Lender to the Parent Borrower pursuant to Section 2.01(a).


 


(b)              The
Parent Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with
respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate as interest on Eurocurrency
Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed
LC Disbursements) during the period from and including the Eighth Amendment and Restatement Effective Date to but excluding the
later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have
any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate or rates per annum separately agreed
upon between the Parent Borrower and the Issuing Bank on the average daily amount of the LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) during the period from and including the Eighth Amendment and Restatement Effective
Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to
be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, administration, amendment,
payment, negotiation, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and
fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable
on the fifteenth Business Day following such last day, commencing on the first such date to occur after the Eighth Amendment and
Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments
terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any
other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation
fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days
elapsed (including the first day but excluding the last day).


 


(c)             The
Parent Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately
agreed upon between the Parent Borrower and the Administrative Agent.


 


(d)              All
fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the
Issuing Bank, in the case of fees payable


 




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to
it) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable
under any circumstances.


 


SECTION
2.17.        Interest.
(a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate
plus the Applicable Rate.


 


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


 


(c)              Notwithstanding the foregoing, immediately upon the occurrence of an Event of Default under Article VII(a), (b), (h) or
(i), and in all other cases at the option of the Required Lenders which may be exercised following the occurrence of any other
Event of Default, the Loans (and, to the extent permitted by law, overdue interest, fees and other amounts) shall bear interest,
after as well as before judgment, at a rate per annum equal to (i) in the case of principal of any Loan, 2% plus the rate
otherwise applicable to such Loan as provided in the preceding paragraphs of this Section and (ii) in the case of overdue
interest, fees and other amounts, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section.


 


(d)              Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case
of Revolving Loans, upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of
this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment
of an ABR Revolving Loan prior to the end of the Revolving Commitment Period), accrued interest on the principal amount repaid
or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurocurrency
Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective
date of such conversion.


 


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


 


SECTION
2.18.        Market
Disruption; Inability to Determine Interest Rate; Illegality.


 


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


 


(i)     the Administrative Agent determines (which determination shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable
(including because


 




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the
Screen Rate is not available or published on a current basis), for such Interest Period; or


 


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


 


then the
Administrative Agent shall give notice thereof to the Parent Borrower and the Lenders by telephone, telecopy or electronic mail
as promptly as practicable thereafter and, until the Administrative Agent notifies the Parent Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any
Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing shall be ineffective and (ii)
(A) if any Borrowing Request requests a Eurocurrency Borrowing denominated in dollars, such Borrowing shall be made as an ABR
Borrowing and (B) no new Eurocurrency Borrowings denominated in euro, Sterling or Yen shall be permitted; provided that
continuations of Eurocurrency Borrowings denominated in euro, Sterling or Yen shall be permitted using an Adjusted LIBO Rate or
LIBO Rate, as applicable, reasonably determined by the Administrative Agent.


 


(b)             If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that
(i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances
set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority
having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen
Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Parent Borrower shall
endeavor to establish an alternate rate of interest to the LIBO Rate that gives due consideration to the then prevailing market
convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an
amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may
be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Rate); provided
that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the
purposes of this Agreement. Notwithstanding anything to the contrary in Section 10.02, such amendment shall become effective without
any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received,
within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from
the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be
determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence
of this Section 2.18(b), only to the extent the Screen Rate for the applicable currency and such Interest Period is not available
or published at such time on a current basis), (x) any Interest Election Request that requests the conversion of any Revolving
Borrowing to, or continuation of any Revolving Borrowing as, a


 




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Eurocurrency
Borrowing shall be ineffective, (y) if any Borrowing Request requests a Eurocurrency Revolving Borrowing, such Borrowing shall
be made as an ABR Borrowing.


 


(c)              Illegality. If, in any applicable jurisdiction, any Lender or Issuing Bank determines that any law has made it unlawful,
or that any Governmental Authority has asserted that it is unlawful, for any Lender, Issuing Bank or its applicable lending office
to (i) perform any of its obligations hereunder or under any other Loan Document, (ii) to fund or maintain its participation in
any Loan or (iii) issue, make, maintain, fund or charge interest with respect to any credit extension to any Borrower who is organized
under the laws of a jurisdiction other than the United States, a State thereof or the District of Columbia such Person shall promptly
notify the Administrative Agent, then, upon the Administrative Agent notifying the Borrowers, and until such notice by such Person
is revoked, any obligation of such Person to issue, make, maintain, fund or charge interest with respect to any such credit extension
shall be suspended, and to the extent required by applicable law, cancelled. Upon receipt of such notice, the Borrowers shall
(A) repay that Person’s participation in the Loans or other applicable Obligations on the last day of the Interest Period
for each Loan or other Obligation occurring after the Administrative Agent has notified the Borrowers or, if earlier, the date
specified by such Person in the notice delivered to the Administrative Agent (being no earlier than the last day of any applicable
grace period permitted by applicable law) and (B) take all reasonable actions requested by such Person to mitigate or avoid such
illegality.


 


SECTION
2.19.        Increased
Costs. (a) If any Change in Law shall:


 


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


 


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


 


(iii)    subject any Lender or any Issuing
Bank to any tax on its capital (or any similar tax) with respect to this Agreement, any Letter of Credit or any Loan made by it
(except for Indemnified Taxes and Other Taxes covered by Section 2.21 and changes in the rate of tax on the overall net income
or profits of such Lender or Issuing Bank);


 


and the
result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Loan (or of maintaining
its obligation to make any Loan) or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining
any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether
of principal, interest or otherwise), then the applicable Borrower will pay to such Lender or the Issuing Bank, as the case may
be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional
costs incurred or reduction suffered. Nothing in this Section 2.19(a) shall override the provisions of Section 2.21.


 




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


 


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


 


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


 


SECTION
2.20.        Break
Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan other than on the last day of
an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan
other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow any Eurocurrency Loan, continue
as a Eurocurrency Loan or prepay any Eurocurrency Revolving Loan on the date specified in any notice delivered pursuant hereto
(regardless of whether such notice may be revoked under Section 2.14(b) and is revoked in accordance therewith) or (d) the
assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request
by the Parent Borrower pursuant to Section 2.23, then, in any such event, the applicable Borrower shall compensate each Lender
for the loss, cost and expense attributable to such event. Such loss, cost or expense to any Lender shall be deemed to include
an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal
amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the
period from the date of such event to the last day of the then current Interest Period therefor


 




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(or,
in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan),
over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender
would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other
banks in the Eurocurrency market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled
to receive pursuant to this Section shall be delivered to the Parent Borrower and shall be conclusive absent manifest error. The
applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.


 


SECTION
2.21.        Taxes.
(a) Any and all payments by any Loan Party on account of any Obligation shall be made free and clear of and without deduction
for any Indemnified Taxes or Other Taxes; provided that if any Indemnified Taxes or Other Taxes are required to be deducted
and withheld from any amounts payable to the Administrative Agent, a Lender or an Issuing Bank as determined in good faith by
the applicable withholding agent, then (i) the sum payable by the applicable Loan Party shall be increased as necessary so
that after making all required deductions (including deductions applicable to additional sums payable under this Section) the
Administrative Agent, a Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received
had no such deductions been made and (ii) such amounts shall be paid to the relevant Governmental Authority in accordance
with applicable law.


 


(b)              In addition, the applicable Loan Party shall pay any Other Taxes to the relevant Governmental Authority in accordance with
applicable law.


 


(c)              Each Loan Party shall indemnify the Administrative Agent, each Lender and the Issuing Bank, within 30 days after written
demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or
the Issuing Bank, as the case may be, on or with respect to any payment by or on account of any Obligation (including Indemnified
Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.21) and any penalties, interest
and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly
or legally imposed or asserted by the relevant Governmental Authority; provided, however, that such Loan Party shall
not be obligated to make payment to the Administrative Agent, any Lender or the Issuing Bank pursuant to this Section 2.21 in
respect of penalties, interest or other liabilities attributable to any Indemnified Taxes or Other Taxes, if (i) written demand
for such payment has not been made by the Administrative Agent, Lender or Issuing Bank within 90 days from the date on which such
party knew of the imposition of Indemnified Taxes or Other Taxes by the relevant Governmental Authority or (ii) such penalties,
interest or other liabilities are attributable to the gross negligence or willful misconduct of the Administrative Agent, Lender
or Issuing Bank, as the case may be. After the Administrative Agent, Lender or the Issuing Bank learns of the imposition of Indemnified
Taxes or Other Taxes, such party will act in good faith to promptly notify the applicable Loan Party of its obligations hereunder.
A certificate as to the amount of such payment or liability delivered to the applicable Loan Party by a Lender or the Issuing
Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive absent
manifest error.


 




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(d)              As
soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Loan Party to a Governmental Authority, 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.


 


(e)             If
the Administrative Agent, any Lender or the Issuing Bank shall become aware that it is entitled to receive a refund from a relevant
Governmental Authority in respect of Indemnified Taxes or Other Taxes as to which it has been indemnified by a Loan Party pursuant
to this Section 2.21, it shall promptly notify such Loan Party of the availability of such refund and shall, within 90 days after
receipt of a request by such Loan Party (whether as a result of notification that it has made to such Loan Party or otherwise),
make a claim to such Governmental Authority for such refund at such Loan Party’s expense. If the Administrative Agent, any
Lender or the Issuing Bank receives a refund in respect of any Indemnified Taxes or Other Taxes as to which it has been indemnified
by a Loan Party pursuant to this Section 2.21, or with respect to which a Loan Party has paid additional amounts pursuant to this
Section 2.21, it shall promptly notify such Loan Party of such refund and shall within 90 days from the date of receipt of such
refund pay over the amount of such refund (including any interest paid or credited by the relevant Governmental Authority with
respect to such refund) to such Loan Party (but only to the extent of indemnity payments made, or additional amounts paid, by
such Loan Party under this Section 2.21 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net
of all out-of-pocket expenses of the Administrative Agent, Lender or the Issuing Bank; provided, however, that such
Loan Party, upon the request of such party, agrees to repay the amount paid over to such Loan Party (plus penalties, interest
or other charges due to the appropriate Governmental Authority in connection therewith) to such party in the event such party
is required to repay such refund to such Governmental Authority. Nothing in this Section 2.21(e) shall require the Administrative
Agent, any Lender or an Issuing Bank to make available its tax returns or any other information relating to its taxes that it
deems to be confidential.


 


(f)              If
any Loan Party determines in good faith that a reasonable basis exists for contesting the imposition of Taxes with respect to
a Lender, the Administrative Agent or the Issuing Bank, the relevant Lender, the Administrative Agent or the Issuing Bank, as
the case may be, shall use reasonable efforts to cooperate with such Loan Party in challenging such Taxes at such Loan Party’s
expense if requested by such Loan Party.


 


(g)              (1)The
Administrative Agent, any Lender and the Issuing Bank shall use reasonable efforts to comply timely with any certification,
identification, information, documentation or other reporting requirements if such compliance is required by law, regulation,
administrative practice or an applicable treaty as a precondition to exemption from, or reduction in the rate of, deduction
or withholding of any Indemnified Taxes or Other Taxes arising under non-U.S. tax law for which any Loan Party is required to
pay any additional amounts payable to or for the account of the Administrative Agent, any Lender and the Issuing Bank
pursuant to this Section 2.21; provided that complying with such requirements would not be materially more onerous (in
form, in procedure or in the substance of information disclosed) to the Administrative Agent, any Lender and the Issuing Bank
than complying with the comparable


 




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information
or other reporting requirements imposed under U.S. tax law, regulations and administrative practice.


 


(i)      In addition, if a payment made to a Lender under any Loan Document would be subject
to U.S. federal withholding 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, such Lender shall deliver to the Administrative
Agent and the Loan Party such forms or other documents (including as prescribed in Section 1471(b)(3)(C)(i) of Code) as shall
be prescribed by applicable law, if any, or as otherwise reasonably requested, (and at the time or times prescribed by applicable
law or as reasonably requested) as may be necessary for the Administrative Agent or such Loan Party, as applicable, to comply
with its obligations under FATCA, 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. For purposes of this paragraph, “FATCA” shall
include any amendments made to FATCA after the date of this Agreement.


 


(h)             Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person, each Foreign Lender
shall deliver to the Loan Party and the Administrative Agent (or, in the case of a Participant, to the Lender from which the related
participation shall have been purchased) two copies of either U.S. Internal Revenue Service (“IRS”) Form W-8BEN, Form
W-8BEN-E, Form W-8ECI or Form W-8IMY (together with any applicable underlying IRS forms) or, in the case of a Foreign Lender claiming
exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio
interest”, a statement substantially in the form of Exhibit G and the applicable Form W-8, or any subsequent versions thereof
or successors thereto, properly completed and duly executed by such Foreign Lender claiming complete exemption from, or a reduced
rate of, U.S. federal withholding tax on payments under this Agreement and the other Loan Documents. Any Lender that is a U.S.
Person shall deliver two copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax.
Such forms shall be delivered by each applicable Lender on or before the date it becomes a party to this Agreement (or, in the
case of any Participant, on or before the date such Participant purchases the related participation). In addition, each Lender
shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Lender. Each Lender
shall promptly notify the Loan Party at any time it determines that it is no longer in a position to provide any previously delivered
certificate to the Loan Party (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding
any other provision of this paragraph, a Lender shall not be required to deliver any form pursuant to this paragraph that such
Lender is not legally able to deliver.


 


(i)             For any period with respect to which a Lender has failed to provide the relevant Loan Party or the Administrative Agent
with the appropriate form as required by Section 2.21(g), (h) or (j) (whether or not such Lender is lawfully able to do so, unless
such failure is due to a change in treaty, law or regulation occurring subsequent to the date on which such form originally was
required to be delivered), such Lender shall not be entitled to indemnification under Section 2.21(a) or (b) with respect to Indemnified
Taxes; provided that if


 




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a
Lender, otherwise exempt from or subject to a reduced rate of withholding tax, becomes subject to U.S. withholding taxes because
of its failure to deliver a form required hereunder, the applicable Loan Party shall take such steps as such Lender shall reasonably
request to assist such Lender to recover such taxes at the Lender’s expense.


 


(j)               (i) Subject to (ii) below, each Lender and each UK Borrower which makes a payment to such Lender shall cooperate in completing
any procedural formalities necessary for such UK Borrower to obtain authorization to make such payment without withholding or
deduction for Taxes imposed under the laws of the United Kingdom.


 


(ii)           (A)
A Lender on the day on which this Agreement closes that (x) holds a passport under the HMRC DT Treaty Passport scheme and (y)
wishes such scheme to apply to this Agreement, shall provide its scheme reference number and its jurisdiction of tax residence
to each UK Borrower and the Administrative Agent; and


 


(B)
a Lender which becomes a Lender hereunder after the day on which this Agreement closes that (x) holds a passport under the HMRC
DT Treaty Passport scheme and (y) wishes such scheme to apply to this Agreement, shall provide its scheme reference number and
its jurisdiction of tax residence to each UK Borrower and the Administrative Agent, and


 


(C)
Upon satisfying either clause (A) or (B) above, such Lender shall have satisfied its obligation under paragraph (j)(i) above.


 


(iii)
If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (j)(ii)
above, and:


 


(A)
each UK Borrower making a payment to such Lender has not made a Borrower DTTP Filing in respect of such Lender; or


 


(B)
each UK Borrower making a payment to such Lender has made a Borrower DTTP Filing in respect of such Lender but:


 


(1)
such Borrower DTTP Filing has been rejected by HM Revenue & Customs; or


 


(2)
HM Revenue & Customs has not given such UK Borrower authority to make payments to such Lender without a deduction for tax
within 60 days of the date of such Borrower DTTP Filing;


 


and
in each case, such UK Borrower has notified that Lender in writing of either (1) or (2) above, then such Lender and such UK Borrower
shall co-operate in completing any additional procedural formalities necessary for such UK Borrower to obtain authorization to
make that payment without withholding or deduction for Taxes imposed under the laws of the United Kingdom.


 




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(iv)
If a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (j)(ii)
above, no UK Borrower shall make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme
in respect of that Lender's Commitment(s) or its participation in any Loan unless the Lender otherwise agrees.


 


(v)
Each UK Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of such Borrower DTTP Filing to the Administrative
Agent for delivery to the relevant Lender.


 


(vi)
Each Lender shall notify the Borrower and Administrative Agent if it determines in its sole discretion that it is ceases to be
entitled to claim the benefits of an income tax treaty to which the United Kingdom is a party with respect to payments made by
any U.K. Borrower hereunder.


 


(k)             Each
Lender or Issuing Bank shall indemnify the Administrative Agent for the full amount of any taxes, levies, imposts, duties, charges,
fees, deductions, withholdings or similar charges imposed by any Governmental Authority that are attributable to such Lender or
Issuing Bank, as applicable, and that are payable or paid by the Administrative Agent (other than such amounts which are paid
or indemnified by Section 2.21(a) or Section 2.21(c)), together with all interest, penalties, reasonable costs and expenses arising
therefrom or with respect thereto payable or paid by the Administrative Agent, as determined by the Administrative Agent in good
faith. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by the Administrative
Agent shall be conclusive absent manifest error.


 


(l)             For purposes of determining withholding Taxes imposed under FATCA, from and after the Eighth Amendment and Restatement
Effective Date, the Loan Parties and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative
Agent to treat) this Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation
Section 1.1471-2(b)(2)(i).


 


SECTION
2.22.        Payments
Generally; Pro Rata Treatment; Sharing of Set-offs. (a) Each Loan Party shall make each payment required to be made by it
hereunder or under any other Loan Document (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts
payable under Section 2.19, 2.20 or 2.21, or otherwise) prior to 12:00 noon, Local Time, on the date when due (or, in the case
of a payment denominated in Yen, 11:00 a.m. Local Time), in immediately available funds, without set-off, recoupment or counterclaim.
Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received
on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative
Agent at its office specified in Section 10.01, except payments to be made directly to the Issuing Bank or Swingline Lender as
expressly provided herein and except that payments pursuant to Sections 2.19, 2.20, 2.21 and 10.03 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,


 




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interest
thereon shall be payable for the period of such extension. All principal and interest payments in respect of any Loan shall be
made in the currency in which such Loan was made and all other payments hereunder shall be made in dollars.


 


(b)             Each
payment (including each prepayment) by the Borrowers on account of principal of and interest on the Loans under any Facility shall
be made pro rata according to the respective outstanding principal amounts of the Loans then held by the Lenders
under such Facility. The amount of each principal prepayment of the Term Loans shall be applied to reduce the then remaining installments
of the Term Loans under the Term Facility, at the option of the Borrower, either (i) pro rata based upon the
respective then remaining principal amounts thereof or (ii) in reverse order starting with the payment due on the Maturity Date.
Amounts prepaid on account of Term Loans may not be reborrowed.


 


(c)             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 (i) first, towards payment of
interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and
fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then
due to such parties.


 


(d)              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 resulting in such Lender receiving
payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and Swingline Loans
and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion
shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements and Swingline Loans
of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance
with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements
and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving
rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery,
without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrowers
pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for
the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant,
other than to the applicable Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall
apply). Each 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 such Borrower rights of set-off
and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the
amount of such participation.


 




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(e)             Unless
the Administrative Agent shall have received notice from the applicable 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 such Borrower will not make such
payment, the Administrative Agent may assume that such 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 due. In such
event, if such 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 lesser of the Federal Funds Effective Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation. If any such amount required to be paid by any Lender or the
Issuing Bank is not in fact made available to the Administrative Agent within three Business Days following the date upon which
such Lender or Issuing Bank receives notice from the Administrative Agent, the Administrative Agent shall be entitled to recover
from such Lender or Issuing Bank, on demand, such amount with interest thereon calculated from such due date at the rate set forth
in the preceding sentence plus 3%.


 


(f)              If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03, 2.07(c), 2.08(d) or (e),
2.10(b) or 2.22(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply
any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations
under such Sections until all such unsatisfied obligations are fully paid. Any amounts so applied shall nevertheless discharge
the obligations of the applicable Borrower to such Lender to the extent of such application.


 


SECTION
2.23.        Mitigation
Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.19, or if any Loan
Party is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant
to Section 2.21, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking
its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in
the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section
2.19 or 2.21, 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. Each Loan Party hereby agrees to pay all reasonable costs and expenses
incurred by any Lender in connection with any such designation or assignment; the mere existence of such costs and expenses shall
not be deemed to be disadvantageous to such Lender.


 


(b)              If any Lender requests compensation under Section 2.19, or if any Loan Party is required to pay any additional amount
to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.21, or if any Lender becomes
a Defaulting Lender, or if any Lender has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant
to the terms of Section 10.02 requires the consent of all of the Lenders or all of the affected Lenders and with respect to which
the Required Lenders shall have


 




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granted
their consent, then the applicable Loan Party may, at its sole expense and effort, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained
in Section 10.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations
(which assignee shall be identified to such Lender by the applicable Loan Party and may be another Lender, if a Lender accepts
such assignment); provided that (i) such Loan Party shall have received the prior written consent of the Administrative
Agent (and, if a Revolving Commitment is being assigned, the Issuing Bank and the Swingline Lender), (ii) such Lender shall have
received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline
Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent
of such outstanding principal and accrued interest and fees) or such Loan Party (in the case of all other amounts) and (iii) in
the case of any such assignment resulting from a claim for compensation under Section 2.19 or payments required to be made
pursuant to Section 2.21, such assignment will result in a reduction in such compensation or payments. A Lender shall not
be required to make any such assignment and delegation if, prior thereto, as a result of a waiver or consent by such Lender or
otherwise, the circumstances entitling such Loan Party to require such assignment and delegation cease to apply.


 


SECTION
2.24.        Prepayments
Required Due to Currency Fluctuation. (a) Not later than 1:00 p.m., New York City time, on the last Business Day of each fiscal
quarter of the Consolidated Entities or at such other time as is reasonably determined by the Administrative Agent (the “Calculation
Time”), the Administrative Agent shall determine the Dollar Equivalent of the total Revolving Credit Exposures outstanding
as of such date.


 


(b)       If
at the Calculation Time, the Dollar Equivalent of (i) the total outstanding Revolving Credit Exposures exceed the total USD Revolving
Commitments then in effect, (ii) the total Multicurrency Revolving Loans outstanding exceeds the total Multicurrency Revolving
Commitments then in effect or (iii) total Yen Revolving Loans outstanding exceeds the total Yen Revolving Commitments then in
effect, in each case, by 5% or more, then within five Business Days of notice to the applicable Borrower thereof, such Borrower
shall prepay Revolving Loans or Swingline Loans or cash collateralize the outstanding Letters of Credit in an aggregate principal
amount at least equal to such excess. Nothing set forth in this Section 2.24(b) shall be construed to require the Administrative
Agent to calculate compliance under this Section 2.24(b) other than at the times set forth in Section 2.24(a).


 


SECTION
2.25.        Incremental
Facilities. (a) The Parent Borrower may, by written notice to the Administrative Agent at any time prior to the Maturity
Date, request Incremental Term Loans and/or Incremental Revolving Commitments in an aggregate amount not to exceed the Incremental
Amount from one or more Incremental Term Lenders and/or Incremental Revolving Lenders (which may include any existing Lender,
it being understood each existing Lender shall have no obligation to participate in any Incremental Facility) willing to provide
such Incremental Term Loans and/or Incremental Revolving Loans, as the case may be; provided, that each Incremental Term
Lender and/or Incremental Revolving Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative
Agent and, in the case of Incremental Revolving Lenders only, the Issuing Bank and the Swingline Lender


 




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(which
approval shall, in either case, not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental
Term Loans and/or Incremental Revolving Commitments being requested (which shall be (x) with respect to Incremental Term Loans,
in minimum increments of $50,000,000, (y) with respect to Incremental Revolving Commitments, in minimum increments of $10,000,000
or (z) equal to the remaining Incremental Amount), (ii) the date, which shall be a Business Day, on which such Incremental
Term Loans are requested to be made and/or Incremental Revolving Commitments are requested to become effective (the “Increased
Amount Date”) pursuant to an Incremental Facility Activation Notice, (iii) whether such Incremental Term Loans and/or
Incremental Revolving Commitments are to be loans on the same terms as the outstanding Term Loans and/or Revolving Commitments
or loans with terms different from the outstanding Term Loans and/or Revolving Commitments, (iv) the use of proceeds for such
Incremental Term Loan and/or Incremental Revolving Commitment and (v) pro forma financial statements demonstrating compliance
on a pro forma basis with the financial covenants set forth in Sections 6.10 and 6.11 after giving effect to such Incremental
Term Loan and/or Incremental Revolving Commitments and the Loans to be made thereunder and the application of the proceeds therefrom
(including by giving pro forma effect to any Permitted Acquisition including aggregate consideration in excess of $25,000,000
financed thereby) as if made and applied on the date of the most-recent financial statements of the Parent Borrower delivered
pursuant to Section 5.01.


 


(b)             The
Borrowers and each Incremental Term Lender and/or Incremental Revolving Lender shall execute and deliver to the Administrative
Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to
evidence the Incremental Term Loans of such Incremental Term Lender and/or Incremental Revolving Commitment of such Incremental
Revolving Lender. Each Incremental Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder;
provided that (i) the proceeds of any Incremental Facilities shall be used for general corporate purposes of the Parent
Borrower and its Subsidiaries (including acquisitions and investments permitted under Section 6.04), (ii) the maturity date of
any Incremental Term Loan shall be no earlier than the Maturity Date, (iii) the weighted average life to maturity of any
Incremental Term Loan shall be no shorter than the weighted average life to maturity of the existing Term Facility, (iv) the maturity
date or commitment reduction date of any Incremental Revolving Loan shall be no earlier than the Maturity Date and such Incremental
Revolving Facility shall not require any scheduled commitment reductions prior to the Maturity Date, (v) the Incremental Revolving
Facilities shall share ratably in any mandatory prepayments of the existing Revolving Loans, (vi) if the initial yield over the
applicable base rate (such calculation for both the Incremental Facility and the applicable Facility, to include the upfront fees,
any interest rate floors and any OID (as defined below) but excluding any arrangement, underwriting or similar fee paid to the
Administrative Agent or the joint lead arrangers or joint bookrunners in respect of this Agreement) in respect of any Incremental
Term Loans and/or Incremental Revolving Commitments exceeds the initial yield for the existing applicable Facility by more than
1⁄4 of 1% (it being understood that any such increase may take the form of original issue discount (“OID”),
with OID being equated to the interest rates in a manner determined by the Administrative Agent based on an assumed four-year
life to maturity), the Applicable Margin for the existing applicable Facility shall be increased so that the initial yield in
respect of such Incremental Term Loans and/or Incremental Revolving Commitments is no more than 1⁄4 of 1%


 




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higher
than the initial yield for the existing applicable Facility. All terms and documentation with respect to any Incremental Facility
which differ from those with respect to the Loans under the existing applicable Facility shall be reasonably satisfactory to the
Administrative Agent (except to the extent permitted by clauses (ii), (iii), (iv) and (vi) above). The Administrative Agent shall
promptly notify each Lender as to the effectiveness of each Incremental Assumption Agreement. Each of the parties hereto hereby
agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be amended to the extent (but
only to the extent) necessary to reflect the existence and terms of the Incremental Term Loans and/or Incremental Revolving Commitments
evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrowers’
consent (not to be unreasonably withheld) and furnished to the other parties hereto.


 


(c)              Notwithstanding
the foregoing, no Incremental Term Loan may be made and no Incremental Revolving Commitment shall become effective under this
Section 2.25 unless (i) (except if the proceeds of the applicable Incremental Facility are being used to finance a Limited Condition
Acquisition, in which case only to the extent required by the relevant Incremental Term Lenders or relevant Incremental Revolving
Lenders, as applicable) on the date on which such Loan is made or of such effectiveness, the conditions set forth in Section 4.02
shall be satisfied by the Incremental Term Lender and /or Incremental Revolving Lender, as applicable, and the Administrative
Agent shall have received a certificate to that effect dated such date and executed by the President or the Chief Financial Officer
or Treasurer of each Borrower, (ii) the Administrative Agent shall have received legal opinions, board resolutions and other closing
certificates and documentation as required by the relevant Incremental Assumption Agreement and consistent with those delivered
on the Eighth Amendment and Restatement Effective Date under Section 4.01 and such additional documents and filings (including
amendments to the Security Documents) as the Administrative Agent may reasonably require to assure that the Incremental Term Loans
and/or Incremental Revolving Loans are secured by the Collateral and guaranteed by the Loan Parties ratably with the existing
Loans, (iii) except to the extent provided in Section 1.05 if the proceeds of any Incremental Facility are being used to finance
a Limited Condition Acquisition, the Parent Borrower and its Subsidiaries would be in compliance with the financial covenants
set forth in Sections 6.10 and 6.11 on a pro forma basis after giving effect to such Incremental Term Loans and/or Incremental
Revolving Commitments and the Loans to be made thereunder and the application of the proceeds therefrom as if made and applied
on such date, and (iv) except to the extent provided in Section 1.05 if the proceeds of any Incremental Facility are being used
to finance a Limited Condition Acquisition, no Default or Event of Default shall have occurred and be continuing on the date on
which such Loan is made or is effective or after giving effect to the Incremental Term Loans and/or Incremental Revolving Loans
requested to be made on such date.


 


(d)              Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably
necessary to ensure that all Incremental Term Loans and/or Incremental Revolving Loans, when originally made, are included in
each borrowing of outstanding Term Loans or Revolving Loans on a pro rata basis, and the Borrower agrees that Section 2.20
shall apply to any conversion of Eurocurrency Loans to ABR Loans reasonably required by the Administrative Agent to effect the
foregoing. For the avoidance of


 




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doubt,
it is understood that the Revolving Facility shall be increased in an amount equal to the aggregate Incremental Revolving Commitments.


 


SECTION
2.26.        Defaulting
Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then
the following provisions shall apply for so long as such Lender is a Defaulting Lender:


 


(a)               
fees shall cease to accrue on the Revolving Commitment of such Defaulting Lender pursuant to Section 2.16;


 


(b)              
the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all
Lenders, the Majority Facility Lenders, the Super-Majority Facility Lenders or the Required Lenders have taken or may take any
action hereunder (including any consent to any amendment or waiver pursuant to Section 10.02), provided that any waiver, amendment
or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender disproportionately
when compared to the other affected Lenders, or increases or extends the Commitment of any such Defaulting Lender, shall require
the consent of such Defaulting Lender;


 


(c)               
if any Swingline Exposure exists or LC Exposure is outstanding at the time a Lender becomes a Defaulting Lender then:


 


(i)      all or any part of such Swingline Exposure and LC Exposure shall be reallocated pro-rata
among the non-Defaulting Lenders in accordance with their relative USD Revolving Commitment Percentage but only to the extent
(x) the sum of all non-Defaulting Lenders’ USD Revolving Credit Exposure does not exceed the total of all non-Defaulting
Lenders’ USD Revolving Commitments and (y) the conditions set forth in Section 4.02 are satisfied at such time,


 


(ii)     to the extent the reallocation described in the preceding clause (i) cannot be effected,
the Borrowers shall within one Business Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure
and (y) second, cash collateralize such Defaulting Lender’s LC Exposure in accordance with the procedures set forth in this
Agreement for so long as such LC Exposure is outstanding;


 


(d)           (i)      if the Borrowers cash collateralize any portion of such Defaulting Lender’s LC Exposure pursuant to Section 2.26(c),
the Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.16 with respect to such Defaulting
Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;


 


(ii)     if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to Section
2.26(c), then the fees payable to the Lenders pursuant to Section 2.16 shall be adjusted proportionately to reflect such reallocation;
or


 


(iii)    if any Defaulting Lender’s LC Exposure is neither cash collateralized nor reallocated
pursuant to Section 4.16(c), then, without prejudice to any


 




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rights
or remedies of the Issuing Bank or any Lender hereunder, all fees that otherwise would have been payable to such Defaulting Lender
pursuant to Section 2.16 with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until
such LC Exposure is cash collateralized and/or reallocated;


 


(e)                 so long as any Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and
the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit unless it has received assurances satisfactory
to it that non-Defaulting Lenders will cover the related exposure and/or the Borrowers have provided cash collateral in respect
of the exposure of such Defaulting Lender satisfactory to it, and participating interests in any such newly issued or increased
Letter of Credit or newly made Swingline Loan shall be allocated among non-Defaulting Lenders in a manner consistent with Section
2.22(c)(i) (and Defaulting Lenders shall not participate therein); and


 


(f)               any
amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including
any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 10.08 but excluding Section 2.23) shall,
in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated account and, subject
to any applicable requirements of law, be applied at such time or times as may be determined by the Administrative Agent (i) first,
to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, (ii) second, pro rata, to
the payment of any amounts owing by such Defaulting Lender to the Swingline Lender or Issuing Bank hereunder, (iii) third, if
so determined by the Administrative Agent or requested by the Swingline Lender or Issuing Bank, held in such account as cash collateral
for future funding obligations of the Defaulting Lender in respect of any existing participating interest in any Swingline Loan
or Letter of Credit then outstanding, (iv) fourth, to the funding of any Loan in respect of which such Defaulting Lender has failed
to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, (v) fifth, if so determined
by the Administrative Agent and the Parent Borrower, held in such account as cash collateral for future funding obligations of
the Defaulting Lender in respect of any Loans or Letters of Credit made or issued thereafter under this Agreement, (vi) sixth,
to the payment of any amounts owing to the Lenders or any Swingline Lenders or the Issuing Bank as a result of any judgment of
a court of competent jurisdiction obtained by any Lender or Swingline Lender or the Issuing Bank against such Defaulting Lender
as a result of such Defaulting Lender’s breach of its obligations under this Agreement, (vii) seventh, to the payment of
any amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by such Borrower against
such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, and (viii)
eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if such payment
is (x) a prepayment of the principal amount of any Loans or reimbursement obligations in respect of Letter of Credit disbursements
which a Defaulting Lender has funded its participation obligations and (y) made at a time when the conditions set forth in Section
4.02 are satisfied, such payment shall be applied solely to prepay the Loans of, and reimbursement obligations owed to, all non-Defaulting
Lenders pro rata prior to being applied to the prepayment of any Loans, or reimbursement obligations owed to, any Defaulting Lender.
Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts


 




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owed
by a Defaulting Lender or to post cash collateral pursuant to this Section shall be deemed paid to and redirected by such Defaulting
Lender, and each Lender irrevocably consents hereto.


 


(g)                In the event that the Administrative Agent, each Borrower, the Swingline Lender and the Issuing Bank each agrees that a
Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure
and LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s USD Revolving Commitment and
on such date such Lender shall purchase at par such of the Revolving Loans of the other Lenders (other than Swingline Loans) as
the Administrative Agent shall determine may be necessary in order for such Lender to hold such Revolving Loans in accordance
with its USD Revolving Commitment Percentage or Euro Revolving Commitment Percentage, as applicable.


 


SECTION
2.27.        Existing
Loans and Commitments. Notwithstanding anything to the contrary herein (including Section 4.01(m)), all loans and commitments
of each lender under the Existing Credit Agreement that (a) is not a Lender upon the effectiveness of this Eighth Amended and
Restated Credit Agreement (an “Exiting Lender”) or (b) is such a Lender but whose applicable commitments under
the Existing Credit Agreement are greater than such Lender’s applicable Commitments under this Eighth Amended and Restated
Credit Agreement, shall be reallocated (in the case of clause (b) to the extent of the applicable reduction) among the Lenders
on the Eighth Amendment and Restatement Effective Date in accordance with Schedules 2.01 and 2.04, respectively and shall be deemed
to have remained outstanding at all times. For the avoidance of doubt, upon the effectiveness of this Eighth Amended and Restated
Credit Agreement, any Lender on the Eighth Amendment and Restatement Effective Date with (w) a Term Commitment in excess of the
aggregate principal amount of its outstanding Term Loans immediately prior to the effectiveness of this Eighth Amended and Restated
Credit Agreement and/or (x) a Multicurrency Revolving Commitment and/or USD Revolving Commitment in excess of its Multicurrency
Revolving Commitment and/or USD Revolving Commitment, respectively, immediately prior to the effectiveness of this Eighth Amended
and Restated Credit Agreement, in each case, shall fund to the Administrative Agent for the account of each lender under the Existing
Credit Agreement that (y) is an Exiting Lender or (z) is a Lender hereunder but whose applicable commitments under the Existing
Credit Agreement are less than such Lender’s applicable Commitments under the Eighth Amended and Restated Credit Agreement,
in each case, the amounts necessary to effect the reallocation contemplated by the previous sentence. Any modifications to this
Agreement requiring the consent of all Lenders or all affected Lenders (but, for the avoidance of doubt, not Required Lenders)
shall be deemed to have been provided by the Lenders hereto on the Eighth Amendment and Restatement Effective Date and for purposes
of such voting all Exiting Lenders shall have been deemed to have assigned their Loans and Commitments under the Existing Credit
Agreement immediately prior to such amendment as set forth above and in compliance with Section 2.23 (for the avoidance of doubt,
waiving any applicable requirements of Section 10.04).


 




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ARTICLE
III



Representations and Warranties


 


The Parent
Borrower represents and warrants to the Lenders (as to itself and its subsidiaries) that:


 


SECTION
3.01.        Organization;
Powers. Except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect, each of the Consolidated Entities is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization, has all requisite power and authority to own or lease its property and to carry
on its business as now conducted and is qualified to do business in, and is in good standing in, every jurisdiction where such
qualification is required. Schedule 3.01 sets forth the correct and complete list of each Subsidiary, as of the Eighth Amendment
and Restatement Effective Date, indicating (a) its jurisdiction of organization, (b) its ownership (by holder and percentage interest),
(c) its business and primary geographic scope of operation and (d) whether such Subsidiary is a Material Subsidiary.


 


SECTION
3.02.        Authorization;
Enforceability. The Transactions to be entered into by each Loan Party are within such Loan Party’s corporate, partnership,
limited liability company or trust powers and have been duly authorized by all necessary corporate and, if required, stockholder,
partner, member or beneficiary action. Each Loan Document to which any Loan Party is a party has been duly executed and delivered
by such Loan Party and constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting creditors’
rights generally, general principles of equity, regardless of whether considered in a proceeding in equity or at law and an implied
covenant of good faith and fair dealing.


 


SECTION
3.03.        Governmental
Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any
other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect or those
which the failure to obtain or make could not reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any
Consolidated Entity or any order or decree of any Governmental Authority binding on or affecting any Consolidated Entity where
such violation of such order or decree, individually or in the aggregate, could reasonably be expected to have a Material Adverse
Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Consolidated
Entity or any of its assets, or give rise to a right thereunder to require any payment to be made by any Consolidated Entity,
where such violation or result, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect,
and (d) will not result in the creation or imposition of any Lien on any asset of any Consolidated Entity, except pursuant to
the terms of any Loan Document.


 


SECTION
3.04.        Financial
Condition; No Material Adverse Change. (a) The Parent Borrower has heretofore furnished to the Lenders (i) the audited consolidated
balance sheets of


 




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the
Consolidated Entities and the related statements of income, stockholders equity and cash flows as of and for the fiscal years
ended December 26, 2015, December 31, 2016 and December 30, 2017 reported on by PriceWaterhouseCoopers LLP, independent public
accountants, and (ii) the unaudited consolidated and consolidating balance sheets of the Consolidated Entities and the related
statements of income, stockholders equity and cash flows as of and for each fiscal quarter since December 30, 2017 as to which
such financial statements are available. Such financial statements in clauses (i) and (ii) above present fairly, in all material
respects, the financial condition and results of operations and cash flows of the Consolidated Entities as of such dates and for
such periods in accordance with GAAP.


 


(b)              Except
for Disclosed Matters, since December 30, 2017, there has been no change that could reasonably be expected to have a Material
Adverse Effect.


 


SECTION
3.05.        Properties.
(a) Each of the Consolidated Entities has good title to, or valid leasehold interests in, all its real and personal property material
to its business reflected in the financial statements described in Section 3.04, except for Permitted Encumbrances and other defects
in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for
their intended purposes or to the extent that the failure to do so, individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect.


 


(b)              Each
of the Consolidated Entities owns, or is licensed to use, all trademarks, tradenames, service marks, service names, copyrights,
patents, domain names and other intellectual property material to its business to the extent that the failure to do so, individually
or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, and, to the knowledge of the Consolidated
Entities, the use thereof by the Consolidated Entities does not infringe upon the rights of any other Person, and, to the knowledge
of Consolidated Entities, no Person has infringed upon the rights of the Consolidated Entities thereto where such infringement,
individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.


 


SECTION
3.06.        Litigation
and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority
pending against or, to the knowledge of any Consolidated Entities, threatened against or affecting any Consolidated Entities (i) as
to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be
expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that
involve this Agreement, any other Loan Document or the Transactions.


 


(b)              Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could
not reasonably be expected to result in a Material Adverse Effect, no Consolidated Entity (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) to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received notice
of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.


 




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(c)             Since
the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate,
has resulted in, or materially increased the likelihood of, a Material Adverse Effect.


 


SECTION
3.07.        Compliance
with Laws and Agreements. (a) Each of the Consolidated Entities is in compliance with all laws, regulations and orders of
any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon
it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result
in a Material Adverse Effect. No Default has occurred and is continuing.


 


(b)              
No Loan Party or any Subsidiary nor, to the knowledge of any Loan Party, any director or officer thereof, or, any employee
thereof who will act in any capacity in connection with the credit facility established hereby (i) is a Person identified on any
of the lists of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury,
the U.S. Department of State, the United Nations Security Council, the European Union, Japan, or Her Majesty’s Treasury
of the United Kingdom, (ii) is organized, located or resident in a country, region or territory that is the subject or the target
of any Sanctions (currently, Crimea, Cuba, Iran, North Korea and Syria) (collectively, “Sanctioned Countries”), (iii)
is a Person owned 50 percent or more by any Person or Persons described in clauses (i), or (iv) any Person otherwise the subject
of any Sanctions (each such Person described in the foregoing clauses (i) through (iv), a “Sanctioned Person”).


 


(c)               Each
Loan Party and its Subsidiaries (i) is in compliance, in all material respects, with Anti-Corruption Laws and applicable Sanctions
and (ii) have instituted and maintain policies and procedures reasonably designed to promote compliance with Anti-Corruption Laws
and applicable Sanctions. To the knowledge of any Loan Party, no Loan Party or any Subsidiary, nor any director, officer, or employee
thereof has violated any Anti-Corruption Laws, except to the extent that would not result in any material violation of any applicable
anti-corruption law.


 


SECTION
3.08.        Investment
Company Status. No Consolidated Entity is required to register as an “investment company” as such term is defined
in the Investment Company Act of 1940, as amended.


 


SECTION
3.09.        Taxes.
Each of the Consolidated Entities has timely filed or caused to be filed all Tax returns and reports required to have been filed
and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in
good faith by appropriate proceedings and for which the applicable Consolidated Entity has set aside on its books adequate reserves
in conformity with GAAP or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material
Adverse Effect.


 


SECTION
3.10.        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. Except as
disclosed on Schedule 3.10, as of the date of the most recent actuarial report for each Domestic Plan (i) the present value of
the accumulated benefit obligation under each


 




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Domestic
Plan did not exceed by more than $60,000,000 the fair market value of the assets of such Domestic Plan (determined in both cases
using the applicable assumptions under FASB ASC Topic 715-30) and (ii) the present value of all accumulated benefit obligations
of all underfunded Domestic Plans did not exceed by more than $85,000,000 the fair market value of the assets of all such underfunded
Domestic Plans (determined in both cases using the applicable assumptions under FASB ASC Topic 715-30). The present value of the
projected benefit obligation under each Foreign Plan did not, as of the close of its most recent plan year, exceed the fair market
value of the assets of such Foreign Plan allocable to such benefit obligation (determined in both cases using the applicable assumptions
under FASB ASC Topic 715-30), and the present value of all projected benefit obligations of all underfunded Foreign Plans 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 Foreign Plans (determined in both cases using the applicable assumptions under FASB ASC Topic 715-30),
except, in each case, to the extent that any such excess of the present value of the projected benefit obligations over the fair
market value of the applicable assets could reasonably be expected, individually or in the aggregate, to have a Material Adverse
Effect.


 


SECTION
3.11.        Disclosure.
The Parent Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which
any Consolidated Entity is subject, and all other matters known to it, 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 other
reports, financial statements, certificates or other information furnished by or on behalf of any Consolidated Entity to the
Administrative Agent or any Lender in connection with the negotiation of this Agreement and the other Loan Documents or
delivered hereunder or thereunder (as modified or supplemented by other information so furnished) contains any material
misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided that, with respect to projected financial
information, the Parent Borrower represents only that such information was prepared in good faith based upon assumptions
believed to be reasonable at the time.


 


SECTION
3.12.        Security
Documents. The Security Documents are effective to create in favor of the Administrative Agent for its benefit and the ratable
benefit of the Lenders a legal, valid and enforceable perfected first-priority Lien on the Collateral as security for the Obligations.


 


SECTION
3.13.        Federal
Reserve Regulations. (a) No Consolidated Entity is engaged principally, or as one of its important activities, in the business
of extending credit for the purposes of buying or carrying Margin Stock (as defined under Regulation U).


 


(b)             No
part of the proceeds of any Loan, and no Letter of Credit, will be used, whether directly or indirectly, and whether immediately,
incidentally or ultimately, for any purpose that entails a violation of, or that is inconsistent with, the provisions of the Regulations
of the Board, including Regulation T, U or X.


 


SECTION
3.14.        Solvency.
Immediately after the consummation of the Transactions (a) the fair value of the assets of each Loan Party at a fair valuation
will exceed its debts and


 




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liabilities,
subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party will be greater
than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent
or otherwise, as such debts and other liabilities become absolute and matured, considering all financing alternatives and potential
asset sales reasonably available to such Loan Party; (c) each Loan Party will be able to pay its debts and liabilities, subordinated,
contingent or otherwise, as such debts and liabilities become absolute and matured, considering all financing alternatives and
potential asset sales reasonably available to such Loan Party; and (d) each Loan Party will not have unreasonably small capital
with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following
the Eighth Amendment and Restatement Effective Date.


 


ARTICLE
IV



Conditions


 


SECTION
4.01.        Eighth
Amendment and Restatement Effective Date . The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters
of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived
in accordance with Section 10.02):


 


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


 


(b)              
The Administrative Agent (or its counsel) shall have received from the parties to any (i) Guarantee Agreement, (ii) Pledge
Agreement and (iii) Security Agreement either (x) a counterpart of each such agreement and the Eighth Amendment and Restatement
Acknowledgement and Confirmation Agreement signed on behalf of such party or (y) written evidence satisfactory to the Administrative
Agent (which may include telecopy or email transmission of a signed signature page of each such agreement) that such party has
signed a counterpart of each such agreement and the Eighth Amendment and Restatement Acknowledgement and Confirmation Agreement,
in each case, substantially in the form of Exhibits C, D, E and H.


 


(c)               
[Reserved]


 


(d)              
The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the
Lenders and dated the Eighth Amendment and Restatement Effective Date) from counsel to the Parent Borrower and its Subsidiaries
as follows:


 


(i)     Davis Polk & Wardwell LLP, special New York counsel, substantially in the form
of Exhibit B-1;


 




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(ii)    David Johst, General Counsel for the Consolidated Entities, substantially in the form
of Exhibit B-2;


 


(iii)   Holland Van Gijzen Advocaten en Notarissen LLP, special Dutch counsel, substantially
in the form of Exhibit B-3;


 


(iv)    Arendt & Medernach SA, special Luxembourg counsel, substantially in the form of
Exhibit B-4;


 


(v)     Ito & Mitomi, Registered Associated Offices of Morrison & Foerster, LLP, special
Japanese counsel, substantially in the form of Exhibit B-5;


 


(vi)    Davis Polk & Wardwell LLP, special UK counsel, substantially in the form of Exhibit
B-6; and


 


(vii)   Morris, Nichols, Arsht & Tunnell LLP, special Delaware counsel, substantially
in the form of Exhibit B-7.


 


The
Parent Borrower hereby requests such counsel to deliver such opinion.


 


(e)              The
Administrative Agent shall have received the financial statements referred to in Section 3.04(a).


 


(f)               The Administrative Agent (or its counsel) shall have received such documents and certificates as the Administrative Agent
or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization
of the Transactions and any other legal matters relating to each Loan Party, this Agreement or the Transactions, all in form and
substance reasonably satisfactory to the Administrative Agent and its counsel.


 


(g)              The Administrative Agent shall have received a certificate, dated as of the Eighth Amendment and Restatement Effective
Date and signed by the President, a Vice President or the Financial Officer of the Parent Borrower, confirming compliance with
the conditions set forth in paragraphs (a) and (b) of Section 4.02.


 


(h)              All consents and approvals necessary to be obtained from any Governmental Authority or other Person in connection with
the financing contemplated hereby and the continuing operation of the Consolidated Entities shall have been obtained and be in
full force and effect.


 


(i)               
The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Eighth Amendment
and Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required
to be reimbursed or paid by the Borrowers hereunder.


 


(j)               Each Lender shall have received, at least five Business Days prior to the Eighth Amendment and Restatement Effective Date,
all applicable documentation and other


 




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information
required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and
regulations, including without limitation the United States PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October
26, 2001)) which is requested by such Lender at least ten Business Days prior to the Eighth Amendment and Restatement Effective
Date.


 


(k)             The
Parent Borrower and its Subsidiaries shall be solvent on a consolidated basis after giving effect to the Transactions and the
Administrative Agent (or its counsel) shall have received a certificate from the chief financial officer of the Parent Borrower,
in form and substance reasonably satisfactory to the Administrative Agent certifying to the effect thereof.


 


(l)              
All actions necessary to establish that the Administrative Agent will continue to have a perfected first priority security
interest in the Collateral (subject to Liens permitted by Section 6.02) shall have been taken, and the Administrative Agent (or
its counsel) shall have received a perfection certificate dated the Eighth Amendment and Restatement Effective Date in form and
substance satisfactory to the Administrative Agent in respect of the Loan Parties and the Collateral.


 


SECTION
4.02.        Each
Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including on the Eighth Amendment
and Restatement Effective Date), 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)              The representations and warranties set forth in this Agreement and the other Loan Documents shall be true and correct in
all material respects (if not qualified as to materiality or Material Adverse Effect) or in any respect (if so qualified) on and
as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable.


 


(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, no Default shall have occurred and be continuing and there shall be no laws, rules, regulations
or orders that would cause the making or maintaining of such Loan or such Letter of Credit to be unlawful or otherwise unenforceable.


 


(c)              In the case of a Borrowing of Loans, the applicable Borrower shall have delivered a notice of borrowing to the Administrative
Agent in compliance with Section 2.02 or 2.06, as applicable.


 


(d)              In the case of the Borrowing of the initial Loans, the Administrative Agent shall have received evidence satisfactory to
it that, substantially simultaneously with the funding of the initial Loans, the applicable Borrower or Borrowers shall have paid
to the Administrative Agent, for the account of the lenders or agents entitled to such amounts, all accrued interest, fees and
other amounts owing under the Existing Credit Agreement. The parties hereto that are Existing Lenders hereby waive any provision
under the Existing Credit Agreement requiring


 




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advance
written notice in order to repay any “Loans” or terminate any “Commitments” under and as defined in the
Existing Credit Agreement.


 


Each Borrowing
and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty
by the applicable Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section. For the
avoidance of doubt, the foregoing conditions set forth in this Section 4.02 shall be subject to the limitations set forth in Sections
1.05 and 2.25 to the extent the proceeds of any Incremental Facility are being used to finance a Limited Condition Acquisition.


 


ARTICLE
V



Affirmative Covenants


 


Until
the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder
shall have been paid in full and all Letters of Credit shall have expired or terminated (or cash collateralized to the satisfaction
of the Administrative Agent) and all LC Disbursements shall have been reimbursed, the Parent Borrower (as to itself and its subsidiaries)
covenants and agrees with the Lenders that:


 


SECTION
5.01.        Financial
Statements and Other Information. The Parent Borrower will furnish to the Administrative Agent and each Lender:


 


(a)              as
soon as available, but in any event within the period within which the Parent Borrower is required to deliver its annual report
on Form 10-K under the Exchange Act and the regulations promulgated by the SEC thereunder for of each fiscal year of the Consolidated
Entities, its audited consolidated and unaudited consolidating balance sheets of the Consolidated Entities and related statements
of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative
form the figures as of the end of and for the previous fiscal year, all such consolidated financial statements being reported
on by PriceWaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a “going
concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to
the effect that such consolidated financial statements present fairly in all material respects the financial condition and results
of operations of the Consolidated Entities on a consolidated basis in accordance with GAAP consistently applied and certified
by its Financial Officer as presenting fairly in all material respects the financial condition and results of operations of the
Consolidated Entities in accordance with GAAP consistently applied;


 


(b)              as soon as available, but in any event within the period within which the Parent Borrower is required to deliver its quarterly
report on Form 10-Q under the Exchange Act and the regulations promulgated by the SEC thereunder for each of the first three fiscal
quarters of the Consolidated Entities, its consolidated and consolidating balance sheets of the Consolidated Entities and related
statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then
elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding date or period
or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by


 




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its
Financial Officer as presenting fairly in all material respects the financial condition and results of operations of the Consolidated
Entities in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;


 


(c)              prior to the consummation of a Permitted Acquisition (or, if the aggregate consideration paid for such Permitted Acquisition
is less than $60,000,000, within 30 days thereafter), the audited or, if the audited is unavailable, the unaudited balance sheets
of the acquired Person (or part thereof) as of the most recently ended calendar quarter and related statements of income and cash
flows for the most recently ended four calendar quarters and, if available, for the calendar months ended in the calendar quarter
during which such Permitted Acquisition occurs;


 


(d)              concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of its Financial
Officer (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof
and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating
compliance with Sections 6.10 and 6.11 and (iii) stating whether any change in GAAP or in the application thereof has
occurred since the date of the audited financial statements for the 2015 fiscal year referred to in Section 3.04(b) and,
if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;


 


(e)              concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm
that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such
financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines);


 


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


 


(g)              promptly following any request therefor, such other information regarding the operations, business affairs and financial
condition of any Consolidated Entity (including without limitation any information required under the United States PATRIOT Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)), or compliance with the terms of this Agreement, as the Administrative
Agent or any Lender may reasonably request.


 


The information
required to be delivered by paragraphs (a), (b) and (f) of this Section 5.01 shall be deemed to have been delivered on the date
on which the Parent Borrower posts such information on its website on the Internet at www.criver.com or when such information
is posted on the SEC’s website on the Internet at www.sec.gov; provided that the Parent Borrower shall give notice
of any such posting to the Administrative Agent (who shall then give notice of any such posting to the Lenders); provided further,
that the Parent Borrower shall deliver paper copies of any such information to the Administrative Agent if the Administrative
Agent or any


 




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Lender requests
the Parent Borrower to deliver such paper copies until written notice to cease delivering such paper copies is given by the Administrative
Agent.


 


SECTION
5.02.        Notices
of Material Events. The Parent Borrower will furnish to the Administrative Agent and each Lender prompt written notice of
the following:


 


(a)              the occurrence of any Default;


 


(b)              the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against
or affecting any Consolidated Entity or any Affiliate thereof that, if adversely determined, could reasonably be expected to result
in a Material Adverse Effect;


 


(c)              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 Consolidated Entities that could reasonably be expected to result in a Material Adverse
Effect; and


 


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


 


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


 


SECTION
5.03.        Existence;
Conduct of Business. Each Consolidated Entity will do or cause to be done all things necessary to preserve, renew and keep
in full force and effect (i) its legal existence and (ii) the rights, licenses, permits, privileges and franchises material to
the conduct of its business (except, in the case of this clause (ii), where failure to do so could not reasonably be expected
to result in a Material Adverse Effect); provided that the foregoing shall not prohibit any merger, consolidation, liquidation,
dissolution or closure of a division permitted under Section 6.03.


 


SECTION
5.04.        Payment
of Obligations. Each Consolidated Entity will pay its obligations, including Tax liabilities, that, if not paid, could result
in a Material Adverse Effect 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) such Consolidated Entity 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
5.05.        Maintenance
of Properties; Insurance. Each Consolidated Entity will (i) keep and maintain all property material to the conduct of
its business in good working order and condition, ordinary wear and tear excepted and (ii) maintain, with financially sound
and reputable insurance companies, insurance in such amounts and against such risks as are


 




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customarily
maintained by companies engaged in the same or similar businesses operating in the same or similar locations.


 


SECTION
5.06.        Books
and Records; Inspection Rights. Each Consolidated Entity will keep proper books of record and account required for the Parent
Borrower to deliver the financial statements and information required by Section 5.01. Each Loan Party will permit any representatives
designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine
and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent
accountants (and by this provision each Loan Party authorizes such accountants to discuss with such representatives thereafter,
finances and condition of each such Loan Party, whether or not such Loan Party is present), all at such reasonable times and as
often as reasonably requested and the Parent Borrower shall reimburse the Administrative Agent and any Lender for the reasonable
expenses incurred in connection with the exercise of such rights (except that the Parent Borrower shall only be required to reimburse
the Administrative Agent or any Lender for expenses incurred in connection with one such visit or inspection per fiscal year,
unless an Event of Default has occurred and is continuing).


 


SECTION
5.07.        Compliance.
Each Consolidated Entity will comply with all Contractual Obligations and all laws, rules, regulations and orders of any Governmental
Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably
be expected to result in a Material Adverse Effect.


 


SECTION
5.08.        Use
of Proceeds and Letters of Credit.


 


(a)              The proceeds of the Term Loans shall be used (i) to refinance any indebtedness and any other amounts outstanding under
the Existing Credit Agreement, pay a portion of the cash consideration for the Acquisition and pay fees and expenses incurred
in connection therewith and (ii) for general corporate purposes (including working capital, capital expenditures, Permitted Acquisitions
and dividends on and repurchases of Capital Stock of the Parent Borrower).


 


(b)              The proceeds of Revolving Loans shall be used for general corporate purposes (including working capital, capital expenditures,
Permitted Acquisitions and dividends on and repurchases of Capital Stock of the Parent Borrower).


 


(c)              Letters of Credit will be issued only to support obligations of the Parent Borrower and any Wholly-Owned Guarantor incurred
in the ordinary course of business or pursuant to a Permitted Acquisition.


 


(d)              No part of the proceeds of any Loan, and no Letter of Credit, will be used, whether directly or indirectly, for any purpose
that entails a violation of any of the Regulations of the Board, including Regulations U and X.


 


(e)              The Loan Parties will not directly or, to their knowledge, indirectly use the proceeds from the Loans or Letters of Credit,
or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner, or any other Person for
the purpose of (i)


 




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funding,
in violation of applicable U.S., Japanese, United Kingdom, the United Nations Security Council or European Union Sanctions, any
activities of or business with any Person that, at the time of such funding, is the target of U.S., Japanese or European Union
Sanctions, except to the extent permissible for such Person despite the Sanctions with which it must comply and as may be funded
by the Lenders without violating any Sanctions; or (ii) funding any activities of or business with any Sanctioned Country in violation
of applicable U.S., Japanese, United Kingdom, the United Nations Security Council or European Union Sanctions.


 


(f)               The Loan Parties will not knowingly use the proceeds from the Loans or Letters of Credit in violation of Anti-Corruption
Laws by the Parent Borrower or any of its Subsidiaries.


 


SECTION
5.09.        Additional
Material Subsidiaries; Additional Collateral. (a) Promptly upon any Domestic Subsidiary becoming a Material Domestic Subsidiary
after the Eighth Amendment and Restatement Effective Date, the Parent Borrower will (i) cause such Domestic Subsidiary (other
than any such Domestic Subsidiary that is treated as a disregarded entity for U.S. federal income tax purposes if substantially
all of its assets consist of Capital Stock of one or more direct or indirect Foreign Subsidiaries) to guarantee the Obligations,
pursuant to a Guarantee substantially in the form of the Guarantee Agreement or otherwise reasonably satisfactory to the Administrative
Agent, (ii) (x) cause the Obligations to be secured by a perfected first-priority lien on all of the personal property (other
than, for the avoidance of doubt, real property) of such Domestic Subsidiary (provided that no more than 65% of the outstanding
voting Capital Stock of any Foreign Subsidiary owned by such Domestic Subsidiary shall be subject to such Lien), pursuant to a
Security Agreement, a Pledge Agreement and other such documents and instruments including Uniform Commercial Code financing statements
required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded so that the Administrative
Agent, for its benefit and the ratable benefit of the Lenders, shall have a legal, valid and enforceable perfected first-priority
Lien on the Collateral (and subject to any limitations and exceptions consistent with those contained in any such documents or
instruments) and (y) cause all outstanding Capital Stock of such Domestic Subsidiary owned directly or indirectly by any Loan
Party to be subject to a perfected first-priority Lien (provided that no more than 65% of the outstanding voting Capital
Stock of any such Domestic Subsidiary that is treated as a disregarded entity for U.S. federal income tax purposes shall be required
to become subject to such Lien if substantially all of its assets consist of Capital Stock of one or more direct or indirect Foreign
Subsidiaries), pursuant to a Pledge Agreement and (iii) deliver such proof of corporate, partnership or limited liability company
action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered pursuant to Article
IV or as the Administrative Agent shall have reasonably requested.


 


(b)              Promptly upon any Foreign Subsidiary becoming a Material Subsidiary after the Eighth Amendment and Restatement Effective
Date, the Parent Borrower and each other Material Domestic Subsidiary will (i) cause all of the Capital Stock of such Foreign
Subsidiary owned by the Parent Borrower and the Material Domestic Subsidiaries to be pledged and delivered (provided that no more
than 65% of the outstanding voting Capital Stock of any Foreign Subsidiary owned by the Parent Borrower and the Material Domestic
Subsidiaries shall be required to be pledged and delivered) to the Administrative Agent for its benefit and the


 




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ratable
benefit of the Lenders, pursuant to a Pledge Agreement (or other agreement reasonably satisfactory to the Administrative Agent)
and (ii) deliver such proof of corporate, partnership or limited liability company action, incumbency of officers, opinions
of counsel and other documents as is consistent with those delivered pursuant to Article IV or as the Administrative Agent shall
have reasonably requested.


 


(c)              Notwithstanding
the foregoing or anything in the Loan Documents to the contrary, the Parent Borrower shall not be obligated to comply with Sections
5.09(a) and (b) above with respect to (i) ACP Mountain Holdings, Inc. and its subsidiaries until December 31, 2018, (ii) Charles
River Discovery Research Services International, Inc. and its subsidiaries until June 30, 2019, (iii) Charles River Discovery
Research Services, Inc. and its subsidiaries until June 30, 2019, and (iv) any pledge of the voting capital stock of Systems Pathology
Company, LLC, Accugenix, Inc., Charles River Laboratories Cleveland, Inc., and Sunrise Farms, Inc. until June 30, 2019.


 


SECTION
5.10.        Cash
Management. The Parent Borrower agrees to cause, to the extent necessary to satisfy all of the Obligations, all Subsidiaries
that are not Loan Parties to either distribute assets or loan funds to the Parent Borrower, to the extent permitted by applicable
law.


 


SECTION
5.11.        Environmental
Laws. The Parent Borrower will cause each Consolidated Entity to comply with all applicable Environmental Laws, except where
the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.


 


SECTION
5.12.        Maintenance
of Ratings. The Parent Borrower will cause (a)(i) a Senior Implied Rating, in the case of Moody’s or (ii) an Issuer
Credit Rating, in the case of S&P, for the Parent Borrower and (b) credit ratings for the Facility from Moody’s and
S&P to be maintained at all times.


 


SECTION
5.13.        Further
Assurances. (a) Each Loan Party will execute any and all further documents, financing statements, agreements and instruments,
and take all such further actions (including the filing and recording of financing statements and other documents), which may
be required under any applicable law, or which the Administrative Agent may reasonably request, to cause the Administrative Agent,
for the benefit of itself and the ratable benefit of the Lenders, to maintain a legal, valid and enforceable perfected first priority
Lien on the Collateral (subject to the limitations, exceptions and qualifications set forth in the Loan Documents), all at the
expense of the Loan Parties.


 


(b)              Each Loan Party will also provide to the Administrative Agent, from time to time upon request, evidence reasonably satisfactory
to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents.


 




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ARTICLE
VI



Negative Covenants


 


Until
the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have
been paid in full and all Letters of Credit have expired or terminated (or cash collateralized to the satisfaction of the Administrative
Agent) and all LC Disbursements shall have been reimbursed, the Parent Borrower (as to itself and its subsidiaries) covenants
and agrees with the Lenders that:


 


SECTION
6.01.        Indebtedness.
No Consolidated Entity will create, incur, assume or permit to exist any Indebtedness, except:


 


(a)              Indebtedness of any Loan Party pursuant to any Loan Document;


 


(b)              Indebtedness existing on the date hereof as set forth on Schedule 6.01, and any extensions, renewals, refinancings
or replacements of any such Indebtedness so long as (i) the principal or face amount of, or interest rate or fees or other amounts
(exclusive of commissions and other similar issuance costs) payable in connection with, any such Indebtedness is not increased,
(ii) the dates upon which payments are to be made are not advanced and (iii) the subordination terms, if any, are not modified
in any manner that is adverse to the Lenders, in connection with any such extension, renewal, refinancing or replacement;


 


(c)              Indebtedness of any Consolidated Entity to any other Consolidated Entity permitted by Section 6.04;


 


(d)              
(i) Indebtedness of any Consolidated Entity incurred to finance the acquisition, construction or improvement of any assets,
including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets (including
in a Permitted Acquisition) or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals,
refinancings and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof so long as
such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement
and (ii) Indebtedness of the Foreign Subsidiaries; provided that the aggregate principal amount of Indebtedness permitted
by this clause (d) shall not exceed $150,000,000 at any time outstanding;


 


(e)              
Indebtedness of any Consolidated Entity as an account party in respect of trade letters of credit;


 


(f)               Permitted Additional Indebtedness of the Parent Borrower and any guarantee thereof by the Guarantors;


 


(g)              Indebtedness not otherwise expressly permitted by this Section 6.01 in an aggregate principal or face amount outstanding
at any time not to exceed $150,000,000;


 


(h)              Hedging Agreements permitted under Section 6.05.


 




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SECTION
6.02.        Liens.
No Consolidated Entity will create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter
acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof,
except:


 


(a)              Liens created under the Security Documents;


 


(b)              Permitted Encumbrances;


 


(c)              any Lien on any property or asset of any Consolidated Entity existing on the date hereof and extensions and renewals thereof;
provided that (i) such Lien shall not apply to any other property or asset of any Consolidated Entity and (ii) such Lien
shall secure only those obligations which it secures on the date hereof (and extensions and renewals thereof (but not increases
thereof));


 


(d)              any Lien existing on any property or asset prior to the acquisition thereof by any Consolidated Entity or existing on any
property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary;
provided that (i) if such Lien secures Indebtedness, such Indebtedness is permitted by clause (d), (e) or (g) of Section
6.01, (ii) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a
Subsidiary, as the case may be, (iii) such Lien shall not apply to any other property or assets of any Consolidated Entity
and (iv) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person
becomes a Subsidiary, as the case may be and any extensions, renewals, refinancings or replacements thereof, subject to clause
(b) of Section 6.01 with respect to any Indebtedness permitted by such clause;


 


(e)              any Lien on assets acquired, constructed or improved by any Consolidated Entity; provided that (i) such Lien
secures Indebtedness permitted by clause (d)(i) or (g) of Section 6.01, (ii) such Lien and the Indebtedness secured
thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement,
(iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such assets and (iv) such
Lien shall not apply to any other property or assets of any Consolidated Entity;


 


(f)               any Lien securing payment of any obligation under any Hedging Agreement permitted by Section 6.01(h);


 


(g)              any Lien on any property or asset of a Foreign Subsidiary that secures Indebtedness permitted by Section 6.01(d)(ii) or
6.01(g); and


 


(h)              any Liens arising under customary escrow arrangements (if any) in connection with any senior unsecured or subordinated
notes constituting Permitted Additional Indebtedness for the benefit of the holders of such notes on the proceeds thereof.


 


SECTION
6.03.        Fundamental
Changes. (a) No Consolidated Entity will merge into or consolidate with any other Person, or permit any other Person to merge
into or consolidate with


 




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it,
or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have
occurred and be continuing (i) any Subsidiary may merge into the Parent Borrower in a transaction in which the Parent Borrower
is the surviving corporation, (ii) any Subsidiary may merge into any Wholly-Owned Subsidiary in a transaction in which the
surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan Party, (iii)
any Subsidiary may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution
is in the best interests of the Parent Borrower, is not materially disadvantageous to the Lenders and could not reasonably be
expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business not
otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall
be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation
or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing
or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into
any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned
Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted
Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary
and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entity.


 


(b)              No
Consolidated Entity will engage to any material extent in any business other than businesses of the type conducted by the Consolidated
Entities on the date of execution of this Agreement and businesses reasonably related thereto.


 


SECTION
6.04.        Investments,
Loans, Advances, Guarantees and Acquisitions. No Consolidated Entity will purchase, hold or acquire (including pursuant to
any merger with any Person that was not a Wholly-Owned Subsidiary prior to such merger) any Capital Stock, evidences of indebtedness
or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist
any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any
other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person
constituting a business unit (or any material portion thereof) (any of the foregoing being “investments”),
except:


 


(a)              Permitted
Investments;


 


(b)              investments (including Guarantees) by the Consolidated Entities in any other Consolidated Entity;


 


(c)              investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes
with, customers and suppliers, in each case in the ordinary course of business;


 


(d)              extensions of trade credit in the ordinary course of business;


 




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(e)              Permitted Acquisitions by any Consolidated Entity so long as (i) after giving effect to such Permitted Acquisition, the
Borrower is in compliance with the covenants set forth in Sections 6.10 and 6.11, in each case, on a pro forma basis, recomputed
as at the last day of the most recently ended fiscal quarter of the Consolidated Entities as if such Permitted Acquisition had
occurred on the first day of the period for testing such compliance or (ii) the aggregate amount of cash and non-cash consideration
(including the concurrent repayment or assumption of Indebtedness exclusive of earn-outs and other contingent payments) paid in
respect of such Permitted Acquisition does not exceed $50,000,000;


 


(f)               investments consisting of Hedging Agreements permitted by Section 6.05;


 


(g)              investments consisting of non-cash consideration received pursuant to a disposition of assets permitted by Section 6.06;


 


(h)              investments by or investments in Foreign Subsidiaries (not otherwise permitted by this Section 6.04) in an aggregate amount
at any time outstanding not to exceed $30,000,000;


 


(i)               so long as no Event of Default shall have occurred or would result therefrom, other investments constituting minority investments
in Capital Stock of Persons engaged in a commercial business activity similar to the principal business activities of the Parent
Borrower on the Eighth Amendment and Restatement Effective Date, or reasonably related or ancillary or complementary thereto,
at any time outstanding shall not exceed $200,000,000 minus the amount of investments in excess of $20,000,000 made in
reliance on Section 6.04(l) below;


 


(j)               investments consisting of accounts receivable and/or related ancillary rights or assets, or interests therein by any Consolidated
Entity in any Receivables Subsidiary;


 


(k)              investments held by any Person at the time it becomes a Subsidiary pursuant to a Permitted Acquisition and not made in
contemplation of or in connection with such Permitted Acquisition;


 


(l)               the Guaranty by Charles River Laboratories, Inc. of certain lease payment obligations of Charles River Clinical Services
Northwest Inc. (“CRCSN”) (f/n/a Northwest Kinetics, Inc.) (or any successor lessee) under a lease dated April
1, 2005, as amended from time to time, by and between Pacific Avenue Professional Plaza, LLC, Outrigger Apartments, L.L.C. and
CRCSN; provided that to the extent the aggregate liability under such Guaranty exceeds $20,000,000 such excess shall be
treated as an investment made in reliance on Section 6.04(i) above to the extent an investment in the amount of such excess would
then be permitted under such Section 6.04(i); and


 


(m)            
the Acquisition.


 


SECTION
6.05.        Hedging
Agreements. No Consolidated Entity will enter into any Hedging Agreement, other than Hedging Agreements entered into in the
ordinary course of


 




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business
to hedge or mitigate risks to which such Consolidated Entity is exposed in the conduct of its business or the management of its
liabilities.


 


SECTION
6.06.        Disposition
of Assets. No Consolidated Entity will Dispose of any asset, including any Capital Stock, except:


 


(a)              Dispositions of cash, Permitted Investments and other current assets, inventory and used or surplus equipment in the ordinary
course of business;


 


(b)              Dispositions to any other Consolidated Entity; provided that the sum of the aggregate fair market value of all assets
Disposed of by a Loan Party to any Consolidated Entity that is not a Loan Party (excluding Dispositions consisting of cash contributions
otherwise permitted by this Agreement) during the term of this Agreement together with all Dispositions permitted under clause
(d) of this Section 6.06 shall not exceed 20% of the total tangible assets of the Consolidated Entities as of the last day of
the most recently ended fiscal quarter of the Consolidated Entities as determined on a consolidated basis in accordance with GAAP;


 


(c)              Dispositions of accounts receivable and/or related ancillary rights or assets, or interests therein to any Receivables
Subsidiary pursuant to a Receivables Financing Program;


 


(d)             Dispositions of assets (including Capital Stock of Subsidiaries) that are not permitted by any other clause of this Section
6.06; provided that the sum of the aggregate fair market value of all assets Disposed of during the term of this Agreement
in reliance upon clause (d) of this Section 6.06, together with all assets Disposed of by a Loan Party to any Consolidated Entity
that is not a Loan Party pursuant to clause (b) of this Section 6.06, shall not exceed 20% of the total tangible assets of the
Consolidated Entities as of the last day of the most recently ended fiscal quarter of the Consolidated Entities as determined
on a consolidated basis in accordance with GAAP;


 


(e)             [Reserved]; and


 


(f)              Dispositions of assets not otherwise permitted by this Section 6.06; provided, that the sum of the aggregate fair
market value of all assets Disposed of during any fiscal year shall not exceed $25,000,000;


 


provided
that (x) all Dispositions permitted by clauses (a) through (d) of this Section 6.06 shall be made for fair value as agreed
to in an arm’s length transaction and (y) any sale, transfer or Disposition permitted by clauses (b) or (d) of this Section
6.06 for consideration in excess of $25,000,000 shall be for at least 50% cash consideration and any non-cash consideration received
in connection with such sale, transfer or disposition shall be permitted under Section 6.04(g).


 


SECTION
6.07.        Transactions
with Affiliates. No Consolidated Entity will 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:


 




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


 


(b)             transactions between or among Consolidated Entities not involving any other Affiliate (in each case to the extent not otherwise
prohibited by other provisions of this Agreement);


 


(c)             any payment, dividend, distribution or setting aside of property not otherwise prohibited by this Agreement, any transaction
permitted by Section 6.03 and any investment permitted by Section 6.04; and


 


(d)             the sale, transfer or other disposition of accounts receivable and/or related ancillary rights or assets or interests therein
by any Consolidated Entity to a Receivables Subsidiary pursuant to a Receivables Financing Program.


 


SECTION
6.08.        Restrictive
Agreements. No Consolidated Entity will, directly or indirectly, enter into, incur or permit to exist any agreement or other
arrangement that prohibits, restricts or imposes any condition upon (a) the ability of any Consolidated Entity to create, incur
or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (b) the ability of any Consolidated
Entity to pay dividends or other distributions with respect to any shares of its Capital Stock or to make or repay loans or advances
to any other Consolidated Entity or to Guarantee Indebtedness of any other Consolidated Entity; provided that (i) the foregoing
shall not apply to restrictions and conditions imposed by law or by any of the Loan Documents, (ii) the foregoing shall not apply
to any restrictions and conditions existing on the date hereof which are identified on Schedule 6.08 (but shall apply to any extension
or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing
shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset
pending such sale, provided such restrictions and conditions apply only to the Subsidiary or the asset that is to be sold
and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by
any agreement relating to secured Indebtedness permitted by Section 6.01(d) or Section 6.01(g) if such restrictions or conditions
apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary
provisions in leases restricting the assignment thereof.


 


SECTION
6.09.        Amendment
of Material Documents. No Consolidated Entity will amend, modify or waive (whether via merger, consolidation, amendment or
otherwise) any of its rights under its certificate of incorporation, by-laws, declaration of trust or other organizational documents
if such amendment, modification or waiver could reasonably be expected to result in a Material Adverse Effect.


 


SECTION
6.10.        Interest
Coverage Ratio. The Consolidated Entities will not permit the Interest Coverage Ratio as determined as of the end of each
fiscal quarter of the Consolidated Entities to be less than 3.50 to 1.00.


 




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SECTION
6.11.        Leverage
Ratio. The Consolidated Entities will not permit the Leverage Ratio as determined as of the end of each fiscal quarter of
the Consolidated Entities to be greater than 4.50 to 1.00, with such level stepping down to 4.00 to 1.00 on the last day of the
Consolidated Entities’ second fiscal quarter of 2019, to 3.75 to 1.00 on the last day of the Consolidated Entities’
fourth fiscal quarter of 2019 and to 3.50 to 1.00 on the last day of the Consolidated Entities’ first fiscal quarter of
2020;


 


provided
that, (i) after such level has stepped down to 3.75 to 1.00 and (ii) upon the U.S. Administrative Agent’s receipt of
a QMA Notice and subject to the limitations set forth in the definition of Qualifying Material Acquisition, such ratio shall be
increased by 0.50 to 1.00 for the four consecutive fiscal quarters ended immediately after the applicable Consummation Date; provided further
that (x) if the Consummation Date is the last day of a fiscal quarter, subject to clause (y), the increased ratio set forth
above shall apply as of such date and the three consecutive immediately following fiscal quarters and (y) if the applicable QMA
Notice Date occurs after the date on which the financial statements for the fiscal quarter (or, if applicable, fiscal year) ended
immediately after (or, if applicable, on) the applicable Consummation Date are due pursuant to Sections 5.01(a) or (b),
such increased ratio shall only apply for the three consecutive fiscal quarters ended immediately after such initial fiscal quarter
ended immediately after (or, if applicable, on) the applicable Consummation Date); provided further, that such an increase
shall only be permitted twice during the term of this Agreement.


 


ARTICLE
VII



Events of Default


 


If any of the
following events (“Events of Default”) shall occur:


 


(a)             any Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement
when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or
otherwise, provided that, if any such failure shall result from the malfunctioning or shutdown of any wire transfer or
other payment system reasonably employed by the applicable Borrower to make such payment or from an inadvertent error of a technical
or clerical nature by applicable Borrower or any bank or other entity reasonably employed by the applicable Borrower to make such
payment, no Event of Default shall result under this paragraph (a) during the period (not in excess of two Business Days) required
by the applicable Borrower to make alternate payment arrangements;


 


(b)             any Borrower shall fail to pay any interest on any Loan or any Loan Party shall fail to pay any fee or any other amount
(other than an amount referred to in clause (a) of this Article) payable under any Loan Document, when and as the same shall
become due and payable and such failure shall continue unremedied for a period of three Business Days;


 


(c)             any representation or warranty made or deemed made by or on behalf of any Consolidated Entity in or in connection with
any Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, or in any report, certificate,
financial statement or other document furnished pursuant to or in connection with any Loan


 




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Document
or any amendment or modification hereof or thereof or waiver hereunder or thereunder, shall prove to have been incorrect in any
material respect (if not qualified as to materiality or of Material Adverse Effect) and in any respect (if qualified as to materiality
or of Material Adverse Effect) when made or deemed made or furnished;


 


(d)             any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02, 5.03
(with respect to the existence of such Loan Party) or 5.08 or in Article VI;


 


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


 


(f)              any Consolidated Entity shall fail to make any payment (whether of principal or interest and regardless of amount)
in respect of any Material Indebtedness, when and as the same shall become due and payable (subject to any applicable grace period);


 


(g)             any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or
that enables or permits the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause
any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to
its scheduled maturity; provided that this clause (g) shall not apply to secured Indebtedness that becomes due as
a result of the voluntary sale or transfer of the property or assets securing such Indebtedness or to any escrow refund settlement
or special mandatory redemption with respect to any Specified Prefunding Financings.


 


(h)             an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization
or other relief in respect of any Consolidated Entity (other than Subsidiaries that are not Material Subsidiaries) or its debts,
or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law
now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar
official for any Consolidated Entity (other than Subsidiaries that are not Material Subsidiaries) or for a substantial part of
its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree
approving or ordering any of the foregoing shall be entered;


 


(i)              any Consolidated Entity (other than Subsidiaries that are not Material Subsidiaries) shall (i) voluntarily commence
any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy,
insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest
in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or
consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Consolidated
Entity (other than Subsidiaries that are not Material Subsidiaries) 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,


 




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(v) make
a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;


 


(j)              any Consolidated Entity shall become unable, admit in writing its inability or fail generally to pay its debts as they
become due;


 


(k)             one or more judgments for the payment of money in an aggregate amount exceeding $50,000,000 in the aggregate (not covered
by insurance from a responsible insurance company or indemnified by a creditworthy indemnitor that is not denying its liability
with respect thereto) shall be rendered against any Consolidated Entity or any combination thereof and the same shall remain undischarged
for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally
taken by a judgment creditor to attach or levy upon any assets of any Consolidated Entity to enforce any such judgment;


 


(l)              
an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, could reasonably
be expected to result in a Material Adverse Effect;


 


(m)            (i) any Security Document shall for any reason cease to create in favor of the Administrative Agent for its benefit and
the ratable benefit of the Lenders a legal, valid and enforceable perfected first-priority Lien on the Collateral as security
for the Obligations, except to the extent that such cessation (A) relates, during the term of this Agreement, to an aggregate
fair market value of assets that represent less than $4,000,000, (B) results from the failure of the Administrative Agent to maintain
possession of certificates representing securities pledged or to file continuation statements under the Uniform Commercial Code
of any applicable jurisdiction or (C) is covered by a lender’s title insurance policy and the subject insurer promptly after
the occurrence of the resulting cessation shall have acknowledged in writing that the same is covered by such title insurance
policy; or (ii) any Loan Document executed by any Loan Party shall at any time after its execution and delivery (except in accordance
with its terms or pursuant to an agreement of the parties thereof) and for any reason cease to be in full force and effect or
shall be declared null and void, or the validity or enforceability thereof shall be contested by any Consolidated Entity or any
Consolidated Entity shall deny in writing it has any further liability or obligation thereunder; or


 


(n)             a Change in Control shall occur;


 


then, and
in every such event (other than an event with respect to any Borrower described in clause (h) or (i) of this Article), and at
any time thereafter during the continuance of such event, the Administrative Agent, at the request of the Required Lenders, shall
by notice to the Parent Borrower, take any or all of the following actions, at the same or different times: (i) terminate
the Commitments, and thereupon the Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be
due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared
to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest
thereon and all fees and other Obligations (other than the Obligations arising under or in connection with any Hedging Agreements),
shall become due and payable immediately, without


 




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presentment,
demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers and (iii) enforce its rights under
the Guarantee Agreement and each Security Document on behalf of itself as Administrative Agent, the Lenders and the Issuing Bank;
and in case of any event with respect to any Borrower described in clause (h) or (i) of this Article, the Commitments available
to such Borrower (and in the case of any such event with respect to the Parent Borrower, the Commitments available to any Borrower)
shall automatically terminate and the principal of the Loans then outstanding thereunder, together with accrued interest thereon
and all fees and other Obligations (other than the Obligations arising under or in connection with any Hedging Agreements), shall
automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby
waived by the Borrowers.


 


ARTICLE
VIII



The Administrative Agent


 


SECTION
8.01.        Authorization
and Action.


 


(a)             Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes
the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative
Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto.


 


(b)             The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender
as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates
may accept deposits from, lend money to and generally engage in any kind of business with any Consolidated Entity or other Affiliate
thereof as if it were not the Administrative Agent hereunder.


 


(c)             The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents.
Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other
implied duties, regardless of whether a Default 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 discretionary rights and powers expressly
contemplated by the Loan Documents, whether upon, before or after an Event of Default, that the Administrative Agent is required
to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under
the circumstances as provided in Section 10.02), 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 any
Consolidated Entity that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in
any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the
request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances
as provided in Section 10.02) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall
be deemed not to have knowledge of any Default unless and


 




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until
written notice thereof is given to the Administrative Agent by a Loan Party or a Lender, and the Administrative Agent shall not
be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or
in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder
or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements
or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness
of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in
Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to
the Administrative Agent.


 


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


 


(e)             The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or
more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all
its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding
paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and
shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as
well as activities as Administrative Agent.


 


(f)              Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative
Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Parent Borrower. Upon any such resignation, the
Required Lenders shall have the right, in consultation with the Parent Borrower, to appoint a successor. If no successor shall
have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring
Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and
the Issuing Bank, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate
of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall
succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the
retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Parent Borrower
to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the
Parent Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article
and Section 10.03 shall continue in effect for the benefit of such retiring Administrative


 




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Agent,
its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while
it was acting as Administrative Agent.


 


(g)             Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender
and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into
this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or
any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make
its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement
or any document furnished hereunder or thereunder.


 


(h)             Subject to the foregoing provisions of this Article VIII, the Administrative Agent shall, on behalf of the Lenders, (i)
execute each Loan Document other than this Agreement on behalf of the Lenders, (ii) hold and apply the Collateral, and the proceeds
thereof, at any time received by it in accordance with the provisions of the Loan Documents, (iii) exercise any and all rights,
powers and remedies of the Lenders under the Loan Documents, including the giving of any consent or waiver or the entering into
of any amendment, subject to the provisions of Section 10.02, (iv) execute, deliver and file financing statements, assignments
and other such agreements, and possess instruments on behalf of the Lenders and (v) in the event of acceleration of the obligations
of the Borrowers hereunder, exercise the rights of the Lenders under the Loan Documents upon and at the direction of the Required
Lenders.


 


(i)              The Co-Syndication Agents and the Co-Documentation Agents shall not have any right, power, obligation, liability, responsibility
or duty under any of the Loan Documents other than those applicable to all Lenders. Without limiting the foregoing, the Co-Syndication
Agents shall and the Co-Documentation Agents shall not have or be deemed to have a fiduciary relationship with any Lender. Each
Lender hereby makes the same acknowledgements with respect to the Co-Syndication Agents and the Co-Documentation Agents as it
makes with respect to the Administrative Agent or any other Lender in this Article VIII.


 


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


 


(i)      such Lender is not using “plan assets” (within the meaning of the Plan
Asset Regulations) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments,


 


(ii)     the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class
exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption
for certain transactions involving insurance company general accounts), PTE 90-1 (a class


 




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exemption
for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions
involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset
managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance
of the Loans, the Letters of Credit, the Commitments and this Agreement, and the conditions for exemptive relief thereunder are
and will continue to be satisfied in connection therewith,


 


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


 


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


 


(b)
       In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with
respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv)
in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a
Lender party hereto, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases
being a Lender party hereto, for the benefit of, the Administrative Agent, and each joint lead arranger and their respective Affiliates,
and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that:


 


(i)      none of the Administrative Agent, or any joint lead arranger or any of their respective
Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise
of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto),


 


(ii)     the Person making the investment decision on behalf of such Lender with respect to
the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and
this Agreement is independent (within the meaning of 29 CFR § 2510.3-21, as amended from time to time) and is a bank, an
insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total
assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),


 




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(iii)    the Person making the investment decision on behalf of such Lender with respect to
the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and
this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions
and investment strategies (including in respect of the obligations),


 


(iv)    the Person making the investment decision on behalf of such Lender with respect to
the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and
this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Letters of Credit, the Commitments
and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and


 


(v)     no fee or other compensation is being paid directly to the Administrative Agent, or
any joint lead arranger or any their respective Affiliates for investment advice (as opposed to other services) in connection
with the Loans, the Letters of Credit, the Commitments or this Agreement.


 


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


 


ARTICLE
IX



Parent Borrower Guarantee


 


(a)              The
Parent Borrower hereby absolutely, irrevocably and unconditionally guarantees, as primary obligor and not merely as a surety,
the due and punctual payment of the Subsidiary Borrowers’ Obligations.


 


(b)              The Parent Borrower, to the extent constituting a Qualified Keepwell Provider, hereby absolutely, irrevocably and unconditionally
undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of
its


 




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obligations
under the Guarantee Agreement in respect of any Hedging Obligation (provided, however, that the Parent Borrower shall only be
liable under this clause (b) of Article IX for the maximum amount of such liability that can be hereby incurred without rendering
its obligations under this Article IX voidable under applicable law relating to fraudulent conveyance or fraudulent transfer,
and not for any greater amount). The obligations of the Parent Borrower under this clause (b) of Article IX shall remain in full
force and effect until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees
payable hereunder have been paid in full and all Letters of Credit have expired or terminated (or cash collateralized to the satisfaction
of the Administrative Agent) and all LC Disbursements shall have been reimbursed. The Parent Borrower intends that this clause
(b) of Article IX constitute, and this clause (b) of Article IX shall be deemed to constitute, a “keepwell, support, or
other agreement” for the benefit of each other Loan Party for all purposes of section 1a(18)(A)(v)(II) of the Commodity
Exchange Act.


 


(c)              To the extent permitted by applicable law, the Parent Borrower waives presentment to, demand of payment from and protest
to any Subsidiary Borrowers of any of the Subsidiary Borrowers’ Obligations, and also waives notice of acceptance of the
Subsidiary Borrowers’ Obligations and notice of protest for nonpayment. The obligations of the Parent Borrower hereunder
shall not be affected by (a) the failure of any Guaranteed Party to assert any claim or demand or to enforce or exercise any right
or remedy against any Subsidiary Borrowers under the provisions of this Agreement, any other Loan Document or otherwise or (b)
any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any other Loan Document
or any other agreement or the release or other impairment of any Collateral or the release of any Subsidiary Borrowers.


 


(d)              The Parent Borrower further agrees that its agreement under this Article IX constitutes a promise of payment when due (whether
or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Subsidiary Borrowers’
Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort
be had by any Guaranteed Party to any balance of any deposit account or credit on the books of any Guaranteed Party in favor of
any Subsidiary Borrowers or any other Person or to any other remedy against any Subsidiary Borrowers or any Collateral.


 


(e)              The Parent Borrower guarantees that the Subsidiary Borrowers’ Obligations will be paid strictly in accordance with
the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting
any of such terms or the rights of a Guaranteed Party with respect thereto. This is a present and continuing guarantee of payment
and not of collection, and the liability of the Parent Borrower under this Article IX shall be absolute and unconditional, in
accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended,
discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a)
any lack of validity or enforceability of this Agreement, any other Loan Document or any other agreement or instrument relating
thereto; (b) any change in the time, place or manner of payment of, or in any other term of, all or any of the Subsidiary Borrowers’
Obligations, or any other amendment or waiver of or any consent to any departure from this Agreement or any other Loan Document,
including, without limitation, any increase in the


 




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Subsidiary
Borrowers’ Obligations resulting from the extension of additional credit to any Subsidiary Borrowers or otherwise; (c) any
taking, exchange, release or non-perfection of any collateral, or any taking, release, or amendment or waiver of, or consent to,
or departure from, any other guarantee, for all or any of the Subsidiary Borrowers’ Obligations; (d) any change, restructuring
or termination of the structure or existence of any Subsidiary Borrowers; (e) any bankruptcy, receivership, insolvency, reorganization,
arrangement, readjustment, composition, liquidation or similar proceedings with respect to any Subsidiary Borrowers or the properties
or creditors of any of them; (f) the occurrence of any Default or Event of Default under, or any invalidity or any unenforceability
of, or any misrepresentation, irregularity or other defect in, this Agreement or any other Loan Document; (g) any default, failure
or delay, willful or otherwise, on the part of any Subsidiary Borrowers to perform or comply with, or the impossibility or illegality
of performance by any Subsidiary Borrowers of, any term of this Agreement or any other Loan Document; (h) any suit or other action
brought by, or any judgment in favor of, any beneficiaries or creditors of, any Subsidiary Borrowers for any reason whatsoever,
including, without limitation, any suit or action in any way attacking or involving any issue, matter or thing in respect of this
Agreement or any other Loan Document; (i) any lack or limitation of status or of power, incapacity or disability of any Subsidiary
Borrowers or any partner, principal, trustee or agent thereof; or (j) any other circumstance which might otherwise constitute
a defense available to, or a discharge of, any Subsidiary Borrowers
or a third party guarantor.


 


(f)               The obligations of the Parent Borrower under this Article IX shall not be subject to any reduction, limitation, impairment
or termination for any reason, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever,
by reason of the invalidity, illegality or unenforceability of the Subsidiary Borrowers’ Obligations, any impossibility
in the performance of the Subsidiary Borrowers’ Obligations or other circumstance. Without limiting the generality of the
foregoing, the obligations of the Parent Borrower under this Article IX shall not be discharged or impaired or otherwise affected
by the failure of any Guaranteed Party to assert any claim or demand or to enforce any remedy under this Agreement or any other
agreement related thereto, by any waiver or modification in respect of any thereof, by any default, failure or delay, willful
or otherwise, in the performance of the Subsidiary Borrowers’ Obligations, or by any other act or omission which may or
might in any manner or to any extent vary the risk of the Parent Borrower or otherwise operate as a discharge of the Parent Borrower
or any other Subsidiary Borrowers as a matter of law or equity.


 


(g)              The Parent Borrower further agrees that its obligations under this Article IX shall continue to be effective or be reinstated,
as the case may be, if at any time payment, or any part thereof, of any Subsidiary Borrowers’ Obligation is rescinded or
must otherwise be restored by any Guaranteed Party upon the bankruptcy or reorganization of any Subsidiary Borrowers or otherwise.


 


(h)              In furtherance of the foregoing and not in limitation of any other right which any Guaranteed Party may have at law or
in equity against the Parent Borrower by virtue of this Article IX, upon the failure of any Subsidiary Borrower to pay any of
its Subsidiary Borrowers’ Obligations when and as the same shall become due, whether at maturity, by acceleration, after
notice of prepayment or otherwise, the Parent Borrower hereby promises to


 




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and
will, upon receipt of written demand by the Administrative Agent, forthwith pay, or cause to be paid, in cash the amount of such
unpaid Subsidiary Borrowers’ Obligation.


 


(i)               
Until the Commitments shall have expired or been terminated and the principal of and interest on each Loan and all fees
payable under this Agreement shall have been paid in full and all Letters of Credit shall have expired or terminated (or cash
collateralized to the satisfaction of the Administrative Agent) and all LC Disbursements shall have been reimbursed, the Parent
Borrower hereby irrevocably agrees to subordinate any and all rights of subrogation, reimbursement, exoneration, contribution
or indemnification or any right to participate in any claim or remedy of any Guaranteed Party (collectively, the “Subrogation
Rights”), in any such case, arising in connection with any payment or payments with respect to the principal of or premium,
if any, or interest on the Subsidiary Borrowers’ Obligations, whether or not such claim, remedy or right arises in equity,
or under contract, statute or common law, including the right to take or receive, directly or indirectly, in cash or other property
or by set-off or in any other manner, payment or security on account of such claim or other rights. To effectuate such subordination,
the Parent Borrower hereby agrees that it shall not be entitled to any payment in respect of any Subrogation Right until the Commitments
shall have expired or been terminated and the principal of and interest on each Loan and all fees payable under this Agreement
shall have been paid in full and all Letters of Credit shall have expired or terminated (or cash collateralized to the satisfaction
of the Administrative Agent) and all LC Disbursements shall have been reimbursed. If any amount shall be paid to the Parent Borrower
in violation of the preceding sentence, such amount shall be deemed to have been paid to the Parent Borrower for the benefit of,
and held in trust for, the benefit of the Guaranteed Parties.


 


(j)               This Article IX is a continuing guarantee and shall remain in full force and effect until the Commitments shall have expired
or been terminated and the principal of and interest on each Loan and all fees payable under this Agreement shall have been paid
in full and all Letters of Credit shall have expired or terminated (or cash collateralized to the satisfaction of the Administrative
Agent) and all LC Disbursements shall have been reimbursed. No failure or delay on the part of any Guaranteed Party in exercising
any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right,
power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
The rights and remedies herein expressly specified are cumulative and not exclusive of any rights or remedies which any Guaranteed
Party would otherwise have. No notice to or demand on the Parent Borrower in any case shall entitle the Parent Borrower to any
other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of any Guaranteed Party
to any other or further action in any circumstances without notice or demand.


 


ARTICLE
X



Miscellaneous


 


SECTION
10.01.    Notices.
Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications
provided for


 




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herein
shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent
by telecopy, as follows:


 


(a)              if
to the Parent Borrower, to it at Charles River Laboratories International, Inc., 251 Ballardvale Street, Wilmington, Massachusetts
01887, Attention of General Counsel (Telecopy No. (978) 694-9504);


 


(b)              if to any Subsidiary Borrower, to it c/o Charles River Laboratories International, Inc., 251 Ballardvale Street, Wilmington,
Massachusetts 01887, Attention of General Counsel (Telecopy No. (978) 694-9504);


 


(c)              if to JPMorgan Chase Bank, N.A., to it at JPMorgan Chase Bank, N.A., Loan and Agency Services, 10 South Dearborn, 7th Floor,
Chicago, IL, 60603-2003, Attention of Ladesiree Williams (Telecopy No. (888) 292-9533), with a copy to (i) JPMorgan Chase Bank,
N.A., Two Corporate Drive, Shelton, Connecticut 06484, Attention of D. Scott Farquhar (Telecopy No. (203) 944-8495) and, in regard
to matters relating to Letters of Credit (ii) JPMorgan Chase Bank, N.A., Letter of Credit contact, 10 South Dearborn, L2, Chicago,
IL, 60603-2003, Attention of Chicago LC Agency Activity Team (Telecopy No. (312) 256-2608);


 


(d)              if to J.P. Morgan Europe Limited, to it at J.P. Morgan Europe Limited, 25 Bank Street, Canary Wharf, London E14 5JP, United
Kingdom, Attention: Loan Agency (Telecopy: 44-207-777-2360; Telephone: 44-207-742-9941) with a copy to (i) JPMorgan Chase Bank,
N.A., Loan and Agency Services, 10 South Dearborn, 7th Floor, Chicago, IL, 60603-2003, Attention of Ladesiree Williams (Telecopy
No. (888) 292-9533), and (ii) JPMorgan Chase Bank, N.A., Two Corporate Drive, Shelton, Connecticut 06484, Attention of D. Scott
Farquhar (Telecopy No. (203) 944-8495);


 


(e)              if to JPMorgan Chase Bank, N.A., Tokyo Branch, to it at JPMorgan Chase Bank, N.A., Tokyo Branch, 7-3, Marunouchi 2-chome,
Chiyoda-ku, Tokyo, Japan 100-6432, Attn: Loan Operations (Naoko Morimoto) (Telecopy: (813) 6388-2534; Telephone: (813) 6736-6716
with a copy to (i) JPMorgan Chase Bank, N.A., Loan and Agency Services, 10 South Dearborn, 7th Floor, Chicago, IL, 60603-2003,
Attention of Ladesiree Williams (Telecopy No. (888) 292-9533), and (ii) JPMorgan Chase Bank, N.A., Two Corporate Drive, Shelton,
Connecticut 06484, Attention of D. Scott Farquhar (Telecopy No. (203) 944-8495);


 


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


 


Any
party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties
hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall
be deemed to have been given on the date of receipt.


 


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


 




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Administrative
Agent or the Parent 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.


 


Each
Loan Party agrees that the Administrative Agent may, but shall not be obligated to, make Communications available to the other
Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System.


 


Any
Electronic System used by the Administrative Agent is provided “as is” and “as available.” The Agent Parties
(as defined below) do not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions
in the Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness
for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any
Agent Party in connection with the Communications or any Electronic System. In no event shall the Administrative Agent or any
of its Related Parties (collectively, the “Agent Parties”) have any liability to any Loan Party, Issuing Bank
or any Lender or any other Person or entity for damages of any kind, including direct or indirect, special, incidental or consequential
damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Borrower’s, any Issuing Bank’s
any Loan Party’s or the Administrative Agent’s transmission of communications through an Electronic System, except
to the extent that such damages, losses or expenses are determined by a court of competent jurisdiction by a final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of such Agent Party. “Communications”
means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any
Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent
or any Lender by means of electronic communications pursuant to this Section, including through an Electronic System. “Electronic
System” means any electronic system, including e-mail, e-fax, Intralinks®, ClearPar®, Debt Domain, Syndtrak
and any other internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative
Agent and any of its respective Related Persons or any other Person, providing for access to data protected by passcodes or other
security system.


 


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


 




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Administrative
Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time.


 


(b)              Neither
this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except pursuant
to an agreement or agreements in writing entered into by the Borrowers and the Required Lenders or by the Borrowers and the Administrative
Agent with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any
Lender without the written consent of such Lender, (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 scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any
fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the
scheduled date of expiration of any Commitment, or extend the expiration date of any Letter of Credit to a date which is after
the Maturity Date without the written consent of each Lender affected thereby, (iv) (A) release all or substantially all of the
Guarantors from their respective Guarantees under a Guarantee Agreement or limit their liability in respect of such Guarantees
or such Guarantee Agreement or their obligation to enter into and provide a Guarantee pursuant to a Guarantee Agreement without
the written consent of each Lender, or (B) release the Parent Borrower from its obligations under Article IX prior to the satisfaction
of all the Subsidiary Borrowers’ Obligations without the written consent of the Super-Majority Facility Lenders, (v) release
the Lien of the Administrative Agent on all or substantially all of the Collateral, without the written consent of each Lender,
(vi) change Section 2.22(b),(c) or (d) in a manner that would alter the pro rata sharing of payments required
thereby, without the written consent of each Lender, (vii) change any of the provisions of this Section or the definition of “Required
Lenders” or “Majority Facility Lenders” or any other provision hereof specifying the number or percentage of
Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without
the written consent of each Lender, (viii) consent to the assignment or transfer by any Loan Party of its rights or obligations
hereunder or under the other Loan Documents, without the written consent of each Lender or (ix) modify the currency in which a
Lender is required to make extensions of credit hereunder without the written consent of each Lender affected thereby; provided 
further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the
Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, the Issuing Bank
or the Swingline Lender, as the case may be.


 


(c)             Notwithstanding
the foregoing, technical and conforming modifications to the Loan Documents may be made with only the consent of the Parent Borrower
and the Administrative Agent to the extent necessary (i) to correct, amend or cure any ambiguity, inconsistency or defect or correct
any typographical error or other manifest error in any Loan Document or (ii) to integrate any Incremental Facility in a manner
consistent with Section 2.25.


 


SECTION
10.03.    Expenses;
Indemnity; Damage Waiver. (a) The Parent Borrower shall pay (i) all reasonable out-of-poc et expenses incurred by the Administrative
Agent, the Co-Syndication Agents and their Affiliates, including the reasonable fees, charges and disbursements of counsel for
the Administrative Agent and the Co-Syndication Agents, in


 




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connection
with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents or
any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby
or thereby shall be consummated), (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
expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of
any counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of
its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made
or 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 Parent Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party
of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee
harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements
of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a
result of (i) the execution or delivery of the Loan Documents or any agreement or instrument contemplated hereby or thereby,
the performance by the parties to the Loan Documents of their respective obligations hereunder or thereunder or the consummation
of the Transactions or any other transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use
of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if
the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any
actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Consolidated Entity,
or any Environmental Liability related in any way to any Consolidated Entity, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless
of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available
to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction
by final and nonappealable judgment to have resulted from (x) the gross negligence or willful misconduct of such Indemnitee or
(y) the breach by such Indemnitee of any if its obligations hereunder.


 


(c)             To
the extent that the Parent Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Issuing
Bank or the Swingline Lender under paragraph (a) or (b) of this Section, 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 Aggregate Exposure Percentage (determined
as of the time that the applicable unreimbursed expense or indemnity payment is sought or if indemnification is sought after the
date upon which the Revolving Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance
with such Aggregate Exposure Percentages immediately prior to such date) of such unpaid amount; provided that the unreimbursed
expense or indemnified loss, claim,


 




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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.


 


(d)              To
the extent permitted by applicable law, the Borrowers shall not assert, and hereby waive, any claim against any Indemnitee, on
any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising
out of, in connection with, or as a result of, this Agreement or any other Loan Document or any agreement or instrument contemplated
hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.


 


(e)              All amounts due under this Section 10.03 shall be payable promptly after written demand therefor.


 


SECTION
10.04.    Successors
and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of
Credit), except that the Borrowers may not assign or otherwise transfer any of their respective rights or obligations hereunder
or under any other Loan Document without the prior written consent of each Lender (and any attempted assignment or transfer by
any Borrower without such consent 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 (including
any Affiliate of the Issuing Bank that issues any Letter of Credit) and, to the extent expressly contemplated hereby, the Related
Parties of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under
or by reason of this Agreement.


 


(b)           (2)Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (provided
no such assignee shall be a natural person, a Defaulting Lender or a Borrower or an Affiliate of any Borrower) all or a portion
of its rights and obligations under this Agreement (including all or a portion of its Commitment and the corresponding Loans at
the time owing to it, and to the extent applicable, the LC Exposure at the time held by it) with the prior written consent (such
consent not to be unreasonably withheld) of:


 


(A)            
the Parent Borrower, provided that no consent of the Parent Borrower shall
be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred
and is continuing, any other assignee;


 


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


 


(C)             
the Issuing Bank and the Swingline Lender, provided that no consent of the
Issuing Bank and the Swingline Lender shall be required for an assignment of all or any portion of a Term Loan or Term Commitment.


 




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


 


(A)            
except in the case of an assignment to a Lender or an Affiliate of a Lender or an
assignment of the entire remaining amount of the assigning Lender’s Commitment, the amount of the Commitment of the assigning
Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment
is delivered to the Administrative Agent) shall not be less than $5,000,000 (in the case of Revolving Facilities) and $1,000,000
(in the case of the Term Facilities) unless each of the Parent Borrower and the Administrative Agent otherwise consent, (iii)
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,


 


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


 


(C)             
the assignee, if it shall not be a Lender prior to the date of such assignment, shall
deliver to the Administrative Agent an Administrative Questionnaire; and provided further that any consent of the Parent
Borrower otherwise required under this paragraph shall not be required if an Event of Default has occurred and is continuing and
any consent requested by a Lender of the Parent Borrower and the Administrative Agent under this Section 10.04(b) shall be deemed
granted by the Parent Borrower or the Administrative Agent, as the case may be, if it does not respond to such request within
20 days after the written request is delivered to the Parent Borrower and the Administrative Agent in accordance with this Agreement.
Subject to acceptance and recording thereof pursuant to paragraph (d) of this Section, from and after the effective date
specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest
assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations
under this Agreement (and, in the case of an Assignment and Assumption covering all 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 2.19, 2.20, 2.21 and 10.03). 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 (e) of this Section.


 


(c)             The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrowers, shall maintain at one of its
offices in The City of New York a copy of each Assignment and Assumption delivered to it and a register for the recordation of
the names and


 




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addresses
of the Lenders, and the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to
the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the
Borrowers, the Administrative Agent, the Issuing Bank and the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.
The Register shall be available for inspection by the Parent Borrower, the Issuing Bank and any Lender, at any reasonable time
and from time to time upon reasonable prior notice.


 


(d)              Upon
its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s
completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation
fee referred to in paragraph (b) of this Section 10.04 and any written consent to such assignment required by paragraph (b)
of this Section 10.04, the Administrative Agent shall accept such Assignment and Assumption and record the information contained
therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register
as provided in this paragraph.


 


(e)              Any Lender may, without the consent of the Borrowers, the Administrative Agent, the Issuing Bank or the Swingline Lender,
sell participations to one or more banks or other entities (a “Participant”; provided no such Participant
shall be a natural person, a Defaulting Lender or a Borrower or an Affiliate of any Borrower) in all or a portion of such Lender’s
rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided
that (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 Borrowers, the Administrative
Agent, the Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such
a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the
first proviso to Section 10.02(b) that affects such Participant. Subject to paragraph (f) of this Section, each Loan Party agrees
that each Participant shall be entitled to the benefits of Sections 2.19, 2.20 and 2.21 to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to paragraph (b) of this Section 10.04. To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant
agrees to be subject to Section 2.22(d) as though it were a Lender. Each Lender that sells a participation, acting solely for
this purpose as a non-fiduciary agent of the Loan Parties, shall 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 this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive
absent manifest error, and such Lender, each Loan Party and the Administrative Agent shall treat each person whose name is recorded
in the Participant Register pursuant to the


 




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terms
hereof as the owner of such participation for all purposes of this Agreement, notwithstanding notice to the contrary.


 


(f)              A Participant shall not be entitled to receive any greater payment under Section 2.19, 2.20 and 2.21 than the applicable
Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the
participation to such Participant is made with the Parent Borrower’s prior written consent. A Participant that would be
a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.21 unless such Participant agrees,
for the benefit of the applicable Loan Party, to comply with Section 2.21(g) and (h) as though it were a Lender.


 


(g)             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 any pledge or assignment to secure obligations to a Federal Reserve Bank, and
this Section 10.04 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee
or assignee for such Lender as a party hereto.


 


(h)             Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant
to a special purpose funding vehicle (an “SPC”) of such Granting Lender, identified as such in writing from
time to time by such Granting Lender to the Administrative Agent and the Parent Borrower, the option to provide to the Borrowers
all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrowers pursuant to Section
2.01 or 2.04, provided that (i) nothing herein shall constitute a commitment to make any Loan by any SPC, (ii) if an SPC
elects not to exercise such option or otherwise fails to provide all or any part of such Loan, such Granting Lender shall be obligated
to make such Loan pursuant to the terms hereof and (iii) all credit decisions (including without limitation any decisions with
respect to amendments and waivers) will continue to be made by such Granting Lender. The making of a Loan by an SPC hereunder
shall utilize the Commitment of the applicable Granting Lender to the same extent, and as if, such Loan were made by such Granting
Lender. Each party hereto hereby agrees that no SPC shall be liable for any payment under this Agreement for which a Lender would
otherwise be liable, for so long as, and to the extent, the related Granting Lender makes such payment. In furtherance of the
foregoing, each party hereto hereby agrees that, prior to the date that is one year and one day after the payment in full of all
outstanding senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such
SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of
the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section, any SPC
may (i) with notice to, but without the prior written consent of, the Parent Borrower or the Administrative Agent and without
paying any processing fee therefor, assign all or a portion of its interests in any Loans to its Granting Lender in connection
with liquidity and/or credit facilities to or for the account of such SPC to fund such Loans and (ii) subject to the provisions
of Section 10.12, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial
paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPC.


 




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SECTION
10.05.    Survival.
All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates
or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered
to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the
making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on
its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge
of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full
force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under
this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired
or terminated. The provisions of Sections 2.19, 2.20 and 2.21 and 10.03 and Article VIII shall survive and remain in full force
and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration
or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.


 


SECTION
10.06.    Counterparts;
Integration; Effectiveness.


 


(a)            This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which
shall constitute an original, but all of which when taken together shall constitute a single contract. The Loan Documents and
the separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the
parties relating to the subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral
or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when
it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof
which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and assigns.


 


(b)            Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of
a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,”
“delivery,” and words of like import in or relating to any document to be signed in connection with this Agreement
and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries 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,
physical delivery thereof 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; provided
that nothing herein shall require the Administrative Agent to accept electronic signatures in any form or format without its prior
written consent.


 




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SECTION
10.07.    Severability.
Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate
such provision in any other jurisdiction.


 


SECTION
10.08.    Right
of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender
or Affiliate to or for the credit or the account of the Borrowers against any of and all the obligations of such Borrower now
or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any
demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in
addition to other rights and remedies (including other rights of setoff) which such Lender may have.


 


SECTION
10.09.    Governing
Law; Jurisdiction; Consent to Service of Process; Judgment Currency. (a) This Agreement shall be construed in accordance with
and governed by the law of the State of New York.


 


(b)            Each
Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme
Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of
New York, 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 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 New York
State or, to the extent permitted by law, in 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 (it being understood that recognition and/or enforcement of a judgment in Japan would occur in a manner
provided by applicable Japanese law).


 


(c)            Each Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so,
any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating
to this Agreement in any court referred to in paragraph (b) of this Section 10.09. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court.


 


(d)            Each Subsidiary Borrower hereby irrevocably appoints the Parent Borrower as its authorized agent for service of process
in any suit, action or proceeding with respect to this Agreement, and agrees that service of process upon such agent, and written
notice of said service to such Subsidiary Borrower by the Person serving the same, each in the manner provided for notices in
Section 10.01, shall be deemed in every respect effective service of process upon such Borrower in any such suit, action or proceeding.
Each other party to this


 




     109


    


    

Agreement
irrevocably consents to service of process in the manner provided for notices in Section 10.01. Nothing in this Agreement will
affect the right of any party to this Agreement to serve process in any other manner permitted by law (it being understood that
service of process for any proceeding for the recognition and/or enforcement of a judgment in Japan would occur in a manner provided
by applicable Japanese law).


 


(e)            The Obligations of each Borrower shall, notwithstanding any judgment in a currency (the “judgment currency”)
other than the currency in which the sum originally due to such party or such holder is denominated (the “original currency”),
be discharged only to the extent that on the Business Day following receipt by such party of any sum adjudged to be so due in
the judgment currency such party may in accordance with normal banking procedures purchase the original currency with the judgment
currency; if the amount of the original currency so purchased is less than the sum originally due to such party in the original
currency, such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such party against
such loss, and if the amount of the original currency so purchased exceeds the sum originally due to any party to this Agreement,
such party, agrees to remit to such Borrower such excess.


 


SECTION
10.10.    WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY 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 OR RELATING TO 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 BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.


 


SECTION
10.11.    Headings.
Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.


 


SECTION
10.12.    Confidentiality.
Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees
and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential),
(b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations
or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of
any remedies under any Loan Document or any suit, action or proceeding relating to this Agreement or any Loan Document or the


 




     110


    


    

enforcement
of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this
Section, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or
obligations under this Agreement, (g) with the consent of the Parent Borrower or (h) to the extent such Information
(i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the
Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis from a source other than a Consolidated
Entity. For the purposes of this Section, “Information” means all information received from any
Consolidated Entity relating to any Consolidated Entity or its business, 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 any Consolidated
Entity and information pertaining to this agreement routinely provided by arrangers to data service providers, including
league table providers, that serve the lending industry; provided that, in the case of information received from any
Consolidated Entity after the date hereof, such information is clearly identified at the time of delivery as confidential.
Any Person required to maintain the confidentiality of Information as provided in this Section 10.12 shall be considered to
have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own confidential information.


 


Each
Lender acknowledges that information furnished to it pursuant to this Agreement or the other Loan Documents may include material
non-public information concerning the Parent Borrower and its Affiliates and their related parties or their respective securities,
and confirms that it has developed compliance procedures regarding the use of material non-public information and that it will
handle such material non-public information in accordance with those procedures and applicable law, including Federal and state
securities laws.


 


All
information, including requests for waivers and amendments, furnished by a Borrower or the Administrative Agent pursuant to, or
in the course of administering, this Agreement or the other Loan Documents will be syndicate-level information, which may contain
material non-public information about the Parent Borrower and its Affiliates and their related parties or their respective securities.
Accordingly, each Lender represents to the Borrowers and the Administrative Agent that it has identified in its administrative
questionnaire a credit contact who may receive information that may contain material non-public information in accordance with
its compliance procedures and applicable law, including Federal and state securities laws.


 


SECTION
10.13.    Interest
Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively
the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted
for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest
payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum
Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable
as a result of the operation of this Section 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


 




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with
interest thereon to the date of repayment, shall have been received by such Lender. Notwithstanding the forgoing, if the Yen Revolving
Lender shall have received interest and/or Charges in an amount that exceeds the Maximum Rate, the excess interest and Charges
shall be (i) applied to the principal of such Loan, (ii) if it exceeds such unpaid principal of such Loan, applied to the principal
of other Loans held by such Yen Revolving Lender, or (iii) if it exceeds such unpaid principal of other Loans, refunded to the
Japanese Borrower. The Japanese Borrower represents and warrants to the Yen Revolving Lenders that, as of the date of this Agreement,
it falls into Article 2, Paragraph 1, Item 1 of the Act on Specified Commitment Line Contract (Act No. 4 of 1999).


 


SECTION
10.14.    Joint
Creditors. Each of the Loan Parties, each of the Lenders and the Administrative Agent agrees that the Administrative Agent
shall be a joint creditor (together with the relevant Lender) of each and every obligation of the Loan Parties towards each of
the Lenders under or in connection with the Loan Documents and that, accordingly, the Administrative Agent will have its own independent
right to demand performance by the Loan Parties of those obligations. However, any discharge of any such obligation to the Administrative
Agent or the relevant Lender shall, to the same extent, discharge the corresponding obligation owing to the other.


 


SECTION
10.15.    Collateral
Release. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion
of any of the Capital Stock or assets of any Guarantor to a person that is not (and is not required to become) a Loan Party in
a transaction not prohibited by Section 6.06, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative
Agent to) take such action and execute any such documents as may be reasonably requested by the Parent Borrower and at the Parent
Borrower’s expense to release any Liens created by any Loan Document in respect of such Capital Stock or assets, and, in
the case of a disposition of the Capital Stock of any Guarantor in a transaction permitted by Section 6.06 and as a result of
which such Guarantor would cease to be a Subsidiary, terminate such Guarantor’s obligations under the Guarantee Agreement
as well as any Liens created by any Loan Documents in respect of the assets of such Guarantor.


 


SECTION
10.16.    USA
Patriot Act. Each Lender hereby notifies the Borrowers that pursuant to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”),
it is required to obtain, verify and record information that identifies the Borrowers, which information includes the name and
address of the Borrowers and other information that will allow such Lender to identify the Borrowers in accordance with the Act.


 


SECTION
10.17.    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), each Borrower acknowledges
and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship
between the Borrowers and their Subsidiaries and any Co-Document Agent, any Co-Syndication Agent, any lead arranger or joint bookrunner,
the Administrative Agent, any Issuing Bank, any Swingline Lender or any Lender is intended to be or has been created in respect
of the transactions contemplated hereby or by the other Loan


 




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Documents,
irrespective of whether any Co-Document Agent, any Co-Syndication Agent, any lead arranger or joint bookrunner, the Administrative
Agent, any Issuing Bank, any Swingline Lender or any Lender has advised or is advising the Borrower or any Subsidiary on other
matters, (ii) the arranging and other services regarding this Agreement provided by the Co-Document Agents, the Co-Syndication
Agents, the lead arranger and joint bookrunners, the Administrative Agent, the Issuing Banks, the Swingline Lenders and the Lenders
are arm’s-length commercial transactions between the Borrowers and their Affiliates, on the one hand, and the Co-Document
Agents, the Co-Syndication Agents, the lead arranger and joint bookrunners, the Administrative Agent, the Issuing Banks, the Swingline
Lenders and the Lenders, on the other hand, (iii) the Borrowers have consulted their own legal, accounting, regulatory and tax
advisors to the extent that it has deemed appropriate and (iv) the Borrowers are capable of evaluating, and understands and accepts,
the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; and (b) (i) the Co-Document
Agents, the Co-Syndication Agents, the lead arranger and joint bookrunners, the Administrative Agent, the Issuing Banks, the Swingline
Lenders and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant
parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrowers or any of their Affiliates,
or any other Person; (ii) none of the Co-Document Agents, the Co-Syndication Agents, the lead arranger and joint bookrunners,
the Administrative Agent, the Issuing Banks, the Swingline Lenders and the Lenders has any obligation to the Borrowers or any
of their Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and
in the other Loan Documents; and (iii) the Co-Document Agents, the Co-Syndication Agents, the lead arranger and joint bookrunners,
the Administrative Agent, the Issuing Banks, the Swingline Lenders and the Lenders and their respective Affiliates may be engaged,
for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from
those of the Borrower and its Affiliates, and none of the Co-Document Agents, the Co-Syndication Agents, the lead arranger and
joint bookrunners, the Administrative Agent, the Issuing Banks, the Swingline Lenders and the Lenders has any obligation to disclose
any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by Law, the Borrower hereby waives and
releases any claims that it may have against any of the Co-Document Agents, the Co-Syndication Agents, the lead arranger and joint
bookrunners, the Administrative Agent, the Issuing Banks, the Swingline Lenders and the Lenders with respect to any breach or
alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.


 


SECTION
10.18.    Elimination
of Anti-Social Forces 


 


(a)            The
Japanese Borrower and the other Loan Parties represent and warrant to the Yen Revolving Lenders that, as of the date of this Agreement,
and as of the date of each Yen Revolving Loan as though made on said date, neither the Japanese Borrower nor any other Loan Party
is, (i) an organized crime group (boryokudan), (ii) member of an organized crime group (boryokudan in), (iii) a
person who was a member of an organized crime group during the past five (5) years, (iv) a sub member of an organized crime group
(boryokudan junkoseiin), (v) a corporation related to an organized crime group (boryokudan kankeikigyo), (vi) a
racketeer attempting to extort money from a company by threatening to cause trouble at the general stockholders' meeting (soukaiya),
(vii) a racketeer attempting to extort money from a company


 




     113


    


    

by
advocating social causes (shakaiundo tou hyobo goro), (viii) special intelligence organized crime group (tokushu chino
boryoku shudan tou), or (ix) any other person or organization equivalent to any of the above (those set out in items (i) through
(viii) shall be referred to as “Boryokudan Member Etc.”).


 


(b)            The Japanese Borrower and the other Loan Parties represent and warrant to the Lender that, as of the date of this Agreement,
and as of the date of each Yen Revolving Loan as though made on said date, neither the Japanese Borrower nor any other Loan Party
has, (i) any relationship that may be deemed as having its management controlled by Boryokudan Member Etc., (ii) any relationship
that may be deemed as having substantial involvement of Boryokudan Member Etc. in its management, (iii) any relationship that
may be deemed as utilizing Boryokudan Member Etc. for the purpose of receiving unjustifiable profit for him/her, itself, or third
parties, or for the purpose of causing damages to third parties, (iv) any relationship that may be deemed as having involvement
in Boryokudan Member Etc., such as providing funds, etc., or providing accommodation to Boryokudan Member Etc., or (v) any relationship
between officers or people substantially involved in its management and Boryokudan Member Etc. that may be subject to public criticism.


 


(c)            The Japanese Borrower and the other Loan Parties hereby covenant that the Japanese Borrower and the other Loan Parties
shall not fall under or have any relationship in any of the items set forth in clauses (a) and (b) of this Section 10.18, from
and after the execution date of this Agreement.


 


(d)            The Japanese Borrower and each other Loan Party covenants that it shall not, by itself or cause any third parties to, (i)
make claims with forceful behavior and acts of violence, (ii) assert unjustifiable claims exceeding the scope of responsibility
under the law, (iii) use threatening action or statements, or violent acts and behaviors in connection with any transaction, (iv)
engage in acts and behaviors which may damage the credibility or obstruct the business of any Lender by spreading false rumors
or the use of fraudulent means or force, or (v) engage in other acts and behavior equivalent to those set out in each of the above
items.


 


(e)            Notwithstanding anything to the contrary herein, in the event that, (i) any of the Japanese Borrower or the other Loan
Parties are deemed as a Boryokudan Member Etc. or fall under any of the items set forth in clause (a) or (b) of this Section 10.18,
(ii) any of the Japanese Borrower or the other Loan Parties engage in actions that fall under any of the items set forth in clause
(d) of this Section 10.18, or (iii) there is a breach of any of the representations and warranties or covenants under clauses
(a) through (d) of this Section 10.18, and in each such case it is not appropriate to continue trade with the Japanese Borrower
or the other Loan Parties, upon request from any Yen Revolving Lender (which shall be made through the Administrative Agent) to
the Japanese Borrower and the other Loan Parties, all Obligations owed by the Japanese Borrower and the other Loan Parties to
such Yen Revolving Lender arising under its Yen Revolving Commitment shall be accelerated and the Japanese Borrower and the other
Loan Parties shall immediately perform such Obligations. Upon payment of any Obligations owing in accordance with clause (e) of
this Section, the applicable Yen Revolving Lender’s Yen Revolving Commitment shall terminate and it shall cease to be a
party to this Agreement with respect to its Yen Revolving Commitment.


 




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(f)             The Japanese Borrower and each other Loan Party hereby waive and shall not assert any claim for any damages against any
Yen Revolving Lender arising from this Section 10.18, including in the event that the Japanese Borrower and the other Loan Parties
suffer any loss or damages due to the application of clause (e) thereof. Further, in the event any Yen Revolving Lender suffers
any damages arising from this Section 10.18, the Credit Parties shall be responsible to such Yen Revolving Lender, and shall fully
compensate such Yen Revolving Lender, for such damages.


 


SECTION
10.19.    Acknowledgement
and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in
any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of
any EEA Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers of an EEA
Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)            the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising
hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and


 


(b)            the effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)     a reduction in full or in part or cancellation of any such liability;


 


(ii)    a conversion of all, or a portion of, such liability into shares or other instruments
of ownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise
conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect
to any such liability under this Agreement or any other Loan Document; or


 


(iii)   the variation of the terms of such liability in connection with the exercise of the
Write-Down and Conversion Powers of any EEA Resolution Authority.


 


[Signature
Pages to Follow]


 




     115


    


    

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.


 





	 	CHARLES
RIVER LABORATORIES

INTERNATIONAL, INC.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ David R. Smith	 
	 	 	Name:	David R. Smith	 
	 	 	Title:	Corporate Executive Vice President and Chief Financial Officer	 



 






	 	CHARLES
RIVER NEDERLAND B.V.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Jeroen de Groot	 
	 	 	Name:	Jeroen de Groot	 
	 	 	Title:	Authorized Person	 


 






	 	Charles
River UK Limited	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ David Smith	 
	 	 	Name:	David Smith	 
	 	 	Title:	Director	 










 


 


	 	Charles
River LABORATORIES JAPAN, INC.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ David Smith	 
	 	 	Name:	David Smith	 
	 	 	Title:	Director

        
	 




 


 


	 	Charles
River Laboratories Luxembourg S.a.r.l.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Wilbert Frieling	 
	 	 	Name:	Wilbert Frieling	 
	 	 	Title:	A Manager	 






 





 










    
[Signature Page to Credit Agreement]


    


    

	 	JPMORGAN
CHASE BANK, N.A.

  as a Lender, Issuing Bank, Swingline Lender and as Administrative Agent	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ D. Scott Farquhar	 
	 	 	Name:	D. Scott Farquhar	 
	 	 	Title:	Executive Director 	 




 


 


	 	J.P.
MORGAN EUROPE LIMITED,

as Administrative Agent	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Steven Connolly	 
	 	 	Name:	Steven Connolly	 
	 	 	Title:	Executive Director 	 




 


 


	 	JPMORGAN
CHASE BANK, N.A., TOKYO BRANCH,

as Administrative Agent	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Satoshi Yamamoto	 
	 	 	Name:	Satoshi Yamamoto	 
	 	 	Title:	Executive Director 	 










    
[Signature Page to Credit Agreement]


    


    




	 	BanK of America, N.A.,

      as a Lender and an Issuing Bank	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Linda Alto	 
	 	 	Name:	Linda Alto	 
	 	 	Title:	Senior Vice President	 






 




    
[Signature Page to Credit Agreement]


    


    

	 	CITIZENS
BANK, N.A.,

as a Lender and an Issuing Bank	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ R. Scott Haskell	 
	 	 	Name:	R. Scott Haskell	 
	 	 	Title:	Managing Director 	 




 






    
[Signature Page to Credit Agreement]


    


    

	 	TD
BANK, N.A.,

  as a Lender and an Issuing Bank	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Alan Garson	 
	 	 	Name:	Alan Garson	 
	 	 	Title:	Senior Vice President 	 




 






    
[Signature Page to Credit Agreement]


    


    




	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION,

  as a Lender and an Issuing Bank	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Jordan Harris	 
	 	 	Name:	Jordan Harris	 
	 	 	Title:	Director 	 




 






    
[Signature Page to Credit Agreement]


    


    










	 	Signature
Page to

Charles River Laboratories International, Inc.

Eighth Amended and Restated Credit Agreement


 


DNB
CAPITAL LLC, 

as a Lender

	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Thomas Tangen 	 
	 	 	Name:	Thomas Tangen	 
	 	 	Title:	Senior Vice President

        Head of Healthcare 
	 
	 	 	 	 	 
	 	By:	/s/ Deven Patel 	 
	 	 	Name:	Deven Patel	 
	 	 	Title:	Vice President 	 





 






    [Signature Page to Credit Agreement]


     


    










	 	Signature
                    Page to

                    Charles River Laboratories International, Inc.

                    Eighth Amended and Restated Credit Agreement


 


U.S.
Bank National Association, as a Lender

	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Maria Massimino 	 
	 	 	Name:	Maria Massimino 	 
	 	 	Title:	Vice President 	 


 


 






    [Signature Page to Credit Agreement]


     


    







	 	Signature
                    Page to

                    Charles River Laboratories International, Inc.

                    Eighth Amended and Restated Credit Agreement


 


The
Bank of Tokyo-Mitsubishi UFJ, Ltd., as a Lender

	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Teuta Ghilaga 	 
	 	 	Name:	Teuta Ghilaga	 
	 	 	Title:	Director	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


 






    [Signature Page to Credit Agreement]


     


    







	 	Signature
                    Page to

                    Charles River Laboratories International, Inc.

                    Eighth Amended and Restated Credit Agreement


 


Citibank,
N.A., as a Lender

	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Timicka Anderson 	 
	 	 	Name:	Timicka Anderson 	 
	 	 	Title:	Vice President & Director	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 






    [Signature Page to Credit Agreement]


     


    




	 	Signature
                    Page to

                    Charles River Laboratories International, Inc.

                    Eighth Amended and Restated Credit Agreement


 


Sumitomo
Mitsui Banking Corporation, as a Lender

	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Katsuyuki Kubo	 
	 	 	Name:	Katsuyuki Kubo	 
	 	 	Title:	Managing Director 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 






    [Signature Page to Credit Agreement]


     


    




	 	Signature
                    Page to

                    Charles River Laboratories International, Inc.

                    Eighth Amended and Restated Credit Agreement


 


Key
Bank National Association, as a Lender

	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Douglas Gardner	 
	 	 	Name:	Douglas Gardner	 
	 	 	Title:	Vice President	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 





 






    [Signature Page to Credit Agreement]


     


    







	 	Signature
                    Page to

                    Charles River Laboratories International, Inc.

                    Eighth Amended and Restated Credit Agreement


 


Santander
Bank, N.A.,

as a Lender

	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Karen Ng	 
	 	 	Name:	Karen Ng	 
	 	 	Title:	Senior Vice President	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 






    [Signature Page to Credit Agreement]


     


    







	 	Signature
                    Page to

                    Charles River Laboratories International, Inc.

                    Eighth Amended and Restated Credit Agreement


 


Sun
Trust Bank,
 as a Lender

	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Johnetta Bush	 
	 	 	Name:	Johnetta Bush	 
	 	 	Title:	Director	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 






    [Signature Page to Credit Agreement]


     


    




	 	Signature
                    Page to

                    Charles River Laboratories International, Inc.

                    Eighth Amended and Restated Credit Agreement


 


People’s
United Bank, National Association,
 as a Lender

	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Darci Buchanan	 
	 	 	Name:	Darci Buchanan	 
	 	 	Title:	Senior Vice President - Relationship Manager	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 






 






    [Signature Page to Credit Agreement]


     


    




	 	Signature
                    Page to

                    Charles River Laboratories International, Inc.

                    Eighth Amended and Restated Credit Agreement


 


Bank
of the West, 
 as a Lender

	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Harry Yergey	 
	 	 	Name:	Harry Yergey	 
	 	 	Title:	Managing Director 
        
	 
	 	 	 	 	 
	 	By:	/s/ Michael Weinert	 
	 	 	Name:	Michael Weinert	 
	 	 	Title:	 Director	 


 






    [Signature Page to Credit Agreement]


     


    




	 	Signature
                    Page to

                    Charles River Laboratories International, Inc.

                    Eighth Amended and Restated Credit Agreement


 


Goldman
Sachs Bank USA,
 as a Lender

	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Annie Carr	 
	 	 	Name:	Annie Carr	 
	 	 	Title:	Authorized Signatory	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 






    [Signature Page to Credit Agreement]