Exhibit 10.1


 


Execution Version


 





 



  


NINTH
AMENDED AND RESTATED CREDIT AGREEMENT


 


dated
as of


 


April
21, 2021


 


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.,


CITIBANK, N.A.,


MUFG BANK, LTD.,


TD BANK, N.A.


and


WELLS
FARGO BANK, NATIONAL ASSOCIATION 


as
Co-Syndication Agents,


 


 


CITIZENS
BANK, N.A.,


DNB CAPITAL LLC


and


U.S.
BANK NATIONAL ASSOCIATION


as
Co-Documentation Agents


 


JPMORGAN CHASE BANK,
N.A.,


BANK
OF AMERICA, N.A.,


citibank,
n.a.,


MUFG
BANK, LTD.,


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	45
	SECTION
    1.03.   Terms Generally	46
	SECTION
    1.04.   Accounting Terms; GAAP	46
	SECTION
    1.05.   Limited Condition Acquisitions	47
	SECTION
    1.06.   Interest Rates; LIBOR Notification.	47
	SECTION
    1.07.   Additional Currencies.	48
	SECTION
    1.08.   Divisions.	49
	ARTICLE II
    The Credits	49
	SECTION
    2.01.   Term Commitments	49
	SECTION
    2.02.   Procedure for Term Loan Borrowings	49
	SECTION
    2.03.   [Reserved]	50
	SECTION
    2.04.   Revolving Commitments	50
	SECTION
    2.05.   Revolving Loans and Borrowings	50
	SECTION
    2.06.   Requests for Revolving Borrowings	51
	SECTION
    2.07.   Swingline Loans	52
	SECTION
    2.08.   Letters of Credit	53
	SECTION
    2.09.   Letters of Credit Issued for Account of Subsidiaries.	58
	SECTION
    2.10.   Funding of Borrowings	58
	SECTION
    2.11.   Interest Elections	59
	SECTION
    2.12.   Termination and Reduction of Commitments	61
	SECTION
    2.13.   Repayment of Revolving Loans; Evidence of Debt	61
	SECTION
    2.14.   Optional Prepayments	62
	SECTION
    2.15.   Mandatory Prepayments	62
	SECTION
    2.16.   Fees	63
	SECTION
    2.17.   Interest	64
	SECTION
    2.18.   Alternate Rate of Interest	65
	SECTION
    2.19.   Increased Costs	69
	SECTION
    2.20.   Break Funding Payments	70
	SECTION
    2.21.   Taxes	71
	SECTION
    2.22.   Payments Generally; Pro Rata Treatment; Sharing of Set-offs	75
	SECTION
    2.23.   Mitigation Obligations; Replacement of Lenders	77
	SECTION
    2.24.   Prepayments Required Due to Currency Fluctuation	78
	SECTION
    2.25.   [Reserved]	78
	SECTION
    2.26.   Defaulting Lenders	78
	SECTION
    2.27.   Existing Loans and Commitments	81
	ARTICLE III
    Representations and Warranties	82
	SECTION
    3.01.   Organization; Powers	82
	SECTION
    3.02.   Authorization; Enforceability	82



 



    	 



    	 



    
	SECTION
    3.03.   Governmental Approvals; No Conflicts	82
	SECTION
    3.04.   Financial Condition; No Material Adverse Change	83
	SECTION
    3.05.   Properties	83
	SECTION
    3.06.   Litigation and Environmental Matters	83
	SECTION
    3.07.   Compliance with Laws and Agreements	84
	SECTION
    3.08.   Investment Company Status	84
	SECTION
    3.09.   Taxes	84
	SECTION
    3.10.   ERISA	84
	SECTION
    3.11.   Disclosure	85
	SECTION
    3.12.   Security Documents	85
	SECTION
    3.13.   Federal Reserve Regulations	85
	SECTION
    3.14.   Solvency	85
	ARTICLE IV
    Conditions	86
	SECTION
    4.01.   Ninth Amendment and Restatement Effective Date	86
	SECTION
    4.02.   Each Credit Event	88
	ARTICLE V Affirmative
    Covenants	89
	SECTION
    5.01.   Financial Statements and Other Information	89
	SECTION
    5.02.   Notices of Material Events	90
	SECTION
    5.03.   Existence; Conduct of Business	91
	SECTION
    5.04.   Payment of Obligations	91
	SECTION
    5.05.   Maintenance of Properties; Insurance	91
	SECTION
    5.06.   Books and Records; Inspection Rights	91
	SECTION
    5.07.   Compliance	92
	SECTION
    5.08.   Use of Proceeds and Letters of Credit	92
	SECTION
    5.09.   Additional Material Subsidiaries; Additional Collateral	93
	SECTION
    5.10.   [reserved]	93
	SECTION
    5.11.   Environmental Laws	93
	SECTION
    5.12.   Maintenance of Ratings	94
	SECTION
    5.13.   Further Assurances	94
	ARTICLE VI
    Negative Covenants	94
	SECTION
    6.01.   Indebtedness	94
	SECTION
    6.02.   Liens	95
	SECTION
    6.03.   Fundamental Changes	96
	SECTION
    6.04.   Investments, Loans, Advances, Guarantees and Acquisitions	97
	SECTION
    6.05.   Hedging Agreements	98
	SECTION
    6.06.   Disposition of Assets	98
	SECTION
    6.07.   Transactions with Affiliates	99
	SECTION
    6.08.   Restrictive Agreements	99
	SECTION
    6.09.   Amendment of Material Documents	100
	SECTION
    6.10.   Interest Coverage Ratio	100
	SECTION
    6.11.   Leverage Ratio	100



 



    ii 


    	 



    
	ARTICLE VII
    Events of Default	100
	ARTICLE VIII
    The Administrative Agent	103
	SECTION
    8.01.   Authorization and Action	103
	SECTION
    8.02.   Administrative Agent’s Reliance, Limitation of Liability, Etc.	106
	SECTION
    8.03.   Posting of Communications.	108
	SECTION
    8.04.   The Administrative Agent Individually.	109
	SECTION
    8.05.   Successor Administrative Agent.	109
	SECTION
    8.06.   Acknowledgements of Lenders and Issuing Banks.	110
	SECTION
    8.07.   Collateral Matters.	113
	SECTION
    8.08.   Credit Bidding.	113
	SECTION
    8.09.   Certain ERISA Matters	114
	ARTICLE IX
    Parent Borrower Guarantee	116
	ARTICLE X Miscellaneous	119
	SECTION
    10.01.   Notices	119
	SECTION
    10.02.   Waivers; Amendments	120
	SECTION
    10.03.   Expenses; Indemnity; Damage Waiver	121
	SECTION
    10.04.   Successors and Assigns	123
	SECTION
    10.05.   Survival	127
	SECTION
    10.06.   Counterparts; Integration; Effectiveness	127
	SECTION
    10.07.   Severability	128
	SECTION
    10.08.   Right of Setoff	129
	SECTION
    10.09.   Governing Law; Jurisdiction; Consent to Service of Process; Judgment Currency	129
	SECTION
    10.10.   WAIVER OF JURY TRIAL	130
	SECTION
    10.11.   Headings	130
	SECTION
    10.12.   Confidentiality	130
	SECTION
    10.13.   Interest Rate Limitation	131
	SECTION
    10.14.   Joint Creditors	131
	SECTION
    10.15.   Collateral Release	131
	SECTION
    10.16.   USA Patriot Act	132
	SECTION
    10.17.   No Advisory or Fiduciary Responsibility.	132
	SECTION
    10.18.   No Novation	133
	SECTION
    10.19.   Acknowledgement and Consent to Bail-In of EEA Financial Institutions	133
	SECTION
    10.20.   Acknowledgement Regarding Any Supported QFCs.	134


 


SCHEDULES:


 


Schedule
2.01 — Term Commitments


Schedule
2.04 — Revolving Commitments


Schedule
2.08(a) — Letter of Credit Commitments


 




    iii 


    	 



    

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


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


Exhibit
B-5 — [Reserved]


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 — [Reserved]


Exhibit
G — Form of Exemption Certificate


Exhibit
H — Form of Acknowledgement and Confirmation Agreement


 




    iv 


    	 



    

NINTH
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 21, 2021, 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 refinancing the revolving loans under the Existing Credit Agreement; 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.


 


“Acknowledgement
and Confirmation Agreement” means the Ninth Amendment and Restatement Agreement Acknowledgement and Confirmation Agreement
substantially in the form of Exhibit H.


 


“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 Ninth 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
EURIBOR Rate” means, with respect to any Eurocurrency Borrowing denominated in euros for any Interest Period, an interest rate
per annum equal to (a)  the EURIBOR Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.


 




    	 



    	 



    

“Adjusted
LIBO Rate” means, with respect to any Eurocurrency Borrowing denominated in dollars 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.


 


“Administrative
Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder (the “U.S.
Administrative Agent”).


 


“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.


 


“Aggregate
Exposure” means, with respect to any Lender at any time, an amount equal to (a) until the Ninth 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.


 


“Agreed Currencies”
means dollars and each Alternative Currency.


 


“Agreement”
means this Ninth Amended and Restated Credit Agreement, dated as of April 21, 2021, among the Parent Borrower, the Subsidiary Borrowers,
the Lenders and the Administrative Agent, as amended, supplemented, restated or otherwise modified from time to time.


 


“Alternate
Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the
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 LIBO Screen Rate (or if the LIBO Screen Rate is not available for
such one-month interest period, the LIBO Interpolated 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 the
Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.18 hereof


 




    2 


    	 



    

(for
the avoidance of doubt, only until the Benchmark Replacement has been determined
pursuant to Section 2.18(b)), 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.


 


“Alternative
Currency” means Sterling, euros and the Other Agreed Currencies.


 


“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
Parties” has the meaning assigned to such term in Section 8.03(c).


 


“Applicable
Rate” means, for any day, with respect to any Eurocurrency Loan, SONIA 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 SONIA 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

    SONIA Loans
	Applicable
Margin

    for ABR Loans
	Commitment
    Fee
	Level
    I	>
    3.00:1.00	1.25%	1.2826%	0.25%	0.20%
	Level
    II	>
    2.00:1.00 but ≤ 3.00:1.00	1.125%	1.1576%	0.125%	0.15%
	Level
    III	≤
    2.00:1.00	1.00%	1.0326%	0%	0.125%




 

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 II from
the period commencing on the Ninth Amendment and Restatement Effective


 




    3 


    	 



    

Date through the
date immediately preceding the delivery of financial statements covering the fiscal quarter ended March 27, 2021 pursuant to Section
5.01(b).


 


“Approved
Electronic Platform” has the meaning assigned to such term in Section 8.03(a).


 


“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 ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate
of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.


 


“Arranger”
means each of JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., MUFG Bank, Ltd., TD Securities (USA) LLC and Wells Fargo
Securities, LLC, in its capacity as joint lead arranger and joint bookrunner for this Agreement.


 


“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.


 


“Available
Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for
such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for
determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt,
any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (f) of Section
2.18.


 


“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.


 


“Benchmark”
means, initially, with respect to any (i) SONIA Loan, Daily Simple SONIA or (ii) Eurocurrency Loan, the Relevant Rate for such Agreed
Currency; provided that if a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and
its related Benchmark Replacement Date have occurred with respect to the applicable Relevant Rate or the then-current Benchmark for such
Agreed Currency, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement
has replaced such prior benchmark rate pursuant to clause (b) or clause (c) of Section 2.18.


 




    4 


    	 



    

“Benchmark
Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the
Administrative Agent for the applicable Benchmark Replacement Date; provided that, in the case of any Loan denominated in an Other Agreed
Currency, “Benchmark Replacement” shall mean the alternative set forth in (3) below:


 


(1)


 


(A)
in the case of any Loan denominated in dollars, the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment,


 


(B)
[reserved],


 


(C)
in the case of any Loan denominated in euros, the sum of (a) Term ESTR and (b) the related Benchmark Replacement Adjustment,


 


(2)


 


(A)
in the case of any Loan denominated in dollars, the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment,


 


(B)
[reserved],


 


(C)
in the case of any Loan denominated in euros, the sum of (a) Daily Simple ESTR and (b) the related Benchmark Replacement Adjustment,


 


(3)
the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for
the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of
a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing
market convention for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated credit facilities denominated
in the applicable Agreed Currency at such time and (b) the related Benchmark Replacement Adjustment;


 


provided
that, in the case of clause (3) above, the Borrower may give due consideration to Proposed United States Treasury Regulations Section
1.1001-6(b) (or any final regulation related thereto); provided further that, in the case of clause (1)(A) or (1)(C), such Unadjusted
Benchmark Replacement is displayed on a screen or other information service that publishes such rate from time to time as selected by
the Administrative Agent in its reasonable discretion; provided further that, (x) with respect to a Loan denominated in dollars,
notwithstanding anything to the contrary in this Agreement or in any other Loan Document, upon the occurrence of a Term SOFR Transition
Event, and the delivery of a Term SOFR Notice, on the applicable Benchmark Replacement Date the “Benchmark Replacement” shall
revert to and shall be deemed to be the sum of (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, as set forth in clause
(1)(A) of this definition (subject to the first proviso above) and (y) with respect to a Loan denominated in euros, notwithstanding anything
to the contrary in this


 




    5 


    	 



    

Agreement
or in any other Loan Document, upon the occurrence of a Term ESTR Transition Event, and the delivery of a Term ESTR Notice, on the applicable
Benchmark Replacement Date the “Benchmark Replacement” shall revert to and shall be deemed to be the sum of (a) Term ESTR
and (b) the related Benchmark Replacement Adjustment, as set forth in clause (1)(C) of this definition (subject to the first proviso
above).


 


If
the Benchmark Replacement as determined pursuant to clause (1), (2) or (3) above would be less than the Floor, the Benchmark Replacement
will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.


 


“Benchmark
Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement
for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:


 


(1)
for purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the first alternative set forth in the
order below that can be determined by the Administrative Agent:


 


(a)
the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or
zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended
by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the
applicable Corresponding Tenor;


 


(b)
the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first
set for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be
effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and


 


(2)
for purposes of clause (3) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating
or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative
Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread
adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable
Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving
or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment,
for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated
in the applicable Agreed Currency at such time;


 


provided
that, in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes such
Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion.


 




    6 


    	 



    

“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational
changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the
definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing
requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and
other technical, administrative or operational matters) that the Administrative Agent decides in its reasonable discretion is appropriate
to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative
Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides in its reasonable discretion
that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that
no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative
Agent decides in its reasonable discretion is reasonably necessary in connection with the administration of this Agreement and the other
Loan Documents).


 


“Benchmark
Replacement Date” means, with respect to any Benchmark, the earliest to occur of the following events with respect to such
then-current Benchmark:


 


(1)
in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public
statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published
component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such
component thereof);


 


(2)
in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication
of information referenced therein;


 


(3)
in the case of a Term SOFR Transition Event or a Term ESTR Transition Event, as applicable, the date that is thirty (30) days after the
date a Term SOFR Notice or a Term ESTR Notice, as applicable, is provided to the Lenders and the Borrower pursuant to Section 2.18(c);
or


 


(4)
in the case of an Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided
to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business Day
after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in Election
from Lenders comprising the Required Lenders.


 


For
the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the
Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference
Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause
(1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all
then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).


 




    7 


    	 



    

“Benchmark
Transition Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect
to such then-current Benchmark:


 


(1)
a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used
in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark
(or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is
no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);


 


(2)
a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof), the Federal Reserve Board, the NYFRB, an insolvency official with jurisdiction over the administrator
for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component)
or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component),
in each case which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available
Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement
or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component
thereof); or


 


(3)
a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no
longer representative.


 


For
the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a
public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such
Benchmark (or the published component used in the calculation thereof).


 


“Benchmark
Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark
Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced
such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.18 and (y) ending at
the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document
in accordance with Section 2.18.


 


“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”.


 




    8 


    	 



    

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


 


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


 


“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 and SONIA Loans, as to which a single Interest Period
is in effect or (c) a Swingline Loan of the same currency.


 


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


 


“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 or euro 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 and (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.


 


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


 


“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


 




    9 


    	 



    

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 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, 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.


 


“Central
Bank Rate” means, (A) the greater of (i) for any Loan denominated in (a) Sterling, the Bank of England (or any successor
thereto)’s “Bank Rate” as published by the Bank of England (or any successor thereto) from time to time, (b) Euro,
the fixed rate for the main refinancing operations of the European Central Bank (or any successor thereto), or, if that rate is not published,
the minimum bid rate for the main refinancing operations of the European Central Bank (or any successor thereto), each as published by
the European Central Bank (or any successor thereto) from time to time and (c) any other Alternative Currency determined after the Ninth
Amendment and Restatement Effective Date, a central bank rate as determined by the Administrative Agent in its reasonable discretion
and (ii) 0%; plus (B) the applicable Central Bank Rate Adjustment.


 


“Central
Bank Rate Adjustment” means for any Loan denominated in (a) Euro, a rate equal to the positive difference of (i) the average
of the EURIBOR Rate for the last five (5) Business Days for which the EURIBOR Rate was available (excluding the highest level from such
series of days and the lowest level from such series of days) minus (ii) the Central Bank Rate in respect of euro, (b) Sterling, a rate
equal to the positive difference of (i) the average of SONIA for the last five (5) Business Days for which SONIA was available (excluding
the highest level from such series of days and the lowest level from such series of days) minus (ii) the Central Bank Rate in respect
of Sterling and (c) any other Alternative Currency determined after the Ninth Amendment and Restatement Effective Date, an adjustment
as determined by the Administrative Agent in its reasonable discretion.


 




    10 


    	 



    

“CFC”
means (a) each Person that is a “controlled foreign corporation” for purposes of the Code and (b) each Subsidiary of any
such Person.


 


“CFC
Holding Company” means each Subsidiary that is not a CFC and substantially all of the assets of which consist of Capital Stock
or debt of one or more (a) CFCs or (b) Persons described in this definition.


 


“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.


 


“Co-Documentation
Agent” means each of Citizens Bank, N.A., DNB Capital LLC and U.S. Bank National Association, in its capacity as co-documentation
agent for this Agreement.


 


“Co-Syndication
Agent” means each of Bank of America, N.A., Citibank, N.A., MUFG Bank, Ltd., TD Bank, N.A. and Wells Fargo Bank, National Association,
in its capacity as co-syndication agent for this Agreement.


 




    11 


    	 



    

“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 Loan Party 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, including the impact of mark-to-market accounting to the extent it results from
a non-cash charge or similar non-cash adjustment (including, for the avoidance of doubt, non-cash gains and losses related to the Parent
Borrower and its Subsidiaries’ investments in venture capital limited partnerships and other strategic investments), 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 Permitted Acquisitions for such period, plus (g) the amount
of loss or discount on sale of assets and any commissions, yield and other fees and charges, in each case in connection with a Qualified
Securitization Financing; provided that the amounts added back pursuant to this clause (g) shall not exceed for any period $20,000,000.
For the purposes of this Agreement, Consolidated EBITDA shall be deemed to equal (a) $280,952,009 for the fiscal quarter ended December
31, 2020, (b) $234,150,899 for the fiscal quarter ended September 30, 2020, (c) $177,400,363 for the fiscal quarter ended June 30, 2020
and (d) $155,905,154 for the fiscal quarter ended March 31, 2020 (it being understood that such amounts are subject to adjustments, as
and to the extent otherwise contemplated in this Agreement, including in connection with any Permitted Acquisition).


 


“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.


 




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“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, provided that Consolidated Indebtedness shall
not include Indebtedness in respect of any Qualified Securitization Financing.


 


“Consolidated
Interest Expense” means for any period, the total cash interest expense (including the interest component in respect of Finance
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), excluding commissions, discounts, yield and other
fees and charges (including any interest expense) related to any Qualified Securitization Financing and interest expense publicly reported
in the Parent Borrower’s annual and quarterly financial statements on account of interest rate hedging.


 


“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 Ninth 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.


 


“Corresponding
Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment
period having approximately the same length (disregarding business day adjustment) as such Available Tenor.


 


“Covered
Entity” means any of the following:


 




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


 


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


 


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


 


“Covered
Party” has the meaning assigned to it in Section 10.20.


 


“Daily
Simple ESTR” means, for any day, ESTR, with the conventions for this rate (which may include a lookback) being established
by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body
for determining “Daily Simple ESTR” for business loans or conventions that are otherwise used in the United States syndicated
lending market for syndicated loans denominated in euros; provided that, if the Administrative Agent decides that any such convention
is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its
reasonable discretion.


 


“Daily
Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which may include a lookback) being established
by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body
for determining “Daily Simple SOFR” for business loans; provided that, if the Administrative Agent decides that any such
convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention
in its reasonable discretion.


 


“Daily
Simple SONIA” means, for any day (a “SONIA Interest Day”), an interest rate per annum equal to the greater
of (a) SONIA for the day that is 5 Business Days prior to (A) if such SONIA Interest Day is a Business Day, such SONIA Interest Day or
(B) if such SONIA Interest Day is not a Business Day, the Business Day immediately preceding such SONIA Interest Day and (b) 0%.


 


“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.


 


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


 


“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


 




    14 


    	 



    

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 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 Ninth 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


 




    15 


    	 



    

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 or Sterling, 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.


 


“Early
Opt-in Election” means, with respect to any Agreed Currency, the occurrence of:


 


(1)
       a notification by the Administrative Agent to (or the request by the Borrower to the Administrative
Agent to notify) each of the other parties hereto that syndicated credit facilities denominated in the applicable Agreed Currency being
executed at such time, or that include language similar to that contained in Section 2.18 are being executed or amended, as applicable,
to incorporate or adopt a new benchmark interest rate to replace the Relevant Rate, and


 


(2)
       the joint election by the Administrative Agent and the Borrower to declare that an Early Opt-in
Election for such Agreed Currency has occurred and the provision, as applicable, by the Administrative Agent of written notice of such
election to the Borrower and the Lenders.


 


“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


 




    16 


    	 



    

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.


 


“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.


 


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


 


“Environmental
Laws” means all applicable laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, written notices
or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to protection of the environment,
preservation or reclamation of natural resources, the management, release or threatened release of any hazardous or deleterious material
or, to the extent relating to exposure to hazardous or deleterious 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 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


 




    17 


    	 



    

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.


 


“ESTR”
means, with respect to any Business Day, a rate per annum equal to the Euro Short Term Rate for such Business Day published by the ESTR
Administrator on the ESTR Administrator’s Website.


 


“ESTR
Administrator” means the European Central Bank (or any successor administrator of the Euro Short Term Rate).


 


“ESTR
Administrator’s Website” means the European Central Bank’s website, currently at http://www.ecb.europa.eu, or any
successor source for the Euro Short Term Rate identified as such by the ESTR Administrator from time to time.


 


“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.


 


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


 


“EURIBOR
Rate” means, with respect to any Eurocurrency Borrowing denominated in Euros and for any Interest Period, the EURIBOR Screen
Rate at approximately 11:00 a.m., Brussels time, two TARGET Days prior to the commencement of such Interest Period; provided that, if
the EURIBOR Screen Rate shall not be available at such time for such Interest


 




    18 


    	 



    

Period
(an “Impacted EURIBOR Rate Interest Period”) with respect to Euros then the EURIBOR Rate shall be the EURIBOR Interpolated
Rate.


 


“EURIBOR
Screen Rate” means the euro interbank offered rate administered by the European Money Markets Institute (or any other person
which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication
by the administrator) on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate)
or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters
as of 11:00 a.m. Brussels time two TARGET Days prior to the commencement of such Interest Period. If such page or service ceases to be
available, the Administrative Agent may specify another page or service displaying the relevant rate after consultation with the Borrower.
If the EURIBOR Screen Rate shall be less than zero, the EURIBOR Screen Rate shall be deemed to be zero for purposes of this Agreement.


 


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


 




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“Excluded
Assets” means (i) any property to the extent that such grant of a security interest therein is prohibited by any applicable
law, requires consent of any Governmental Authority or is prohibited by, or constitutes a breach or default under or results in the termination
of or requires any consent (other than consent of the Parent Borrower or any of its Subsidiaries) under, any contract, license, agreement,
instrument or other document evidencing or giving rise to such property or, in the case of any Investment Property (as defined in the
New York UCC) (other than any of the foregoing issued by the Parent Borrower or any of its Subsidiaries), any applicable shareholder
or similar agreement, except to the extent that such applicable law or the term in such contract, license, agreement, instrument or other
document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent
is ineffective under applicable law, (ii) (x) any lease, license or other agreement or (y) any assets that are subject to a purchase
money Lien or capital lease permitted under this Agreement, in each case, to the extent any such lease, license or other agreement or
the documents relating to such purchase money Lien or capital lease do not permit such lease, license or other agreement or such asset
to be subject to the security interests created hereby, (iii) any Investment Property consisting of Capital Stock of a CFC or CFC Holding
Company that is in excess of 65% of the total outstanding voting Capital Stock (as determined under applicable U.S. federal income tax
rules) of such CFC or CFC Holding Company and any Investment Property consisting of Capital Stock of Subsidiary that is not a Material
Subsidiary, (iv) those assets as to which Administrative Agent and the Borrower reasonably agree in writing that the cost, burden, difficulty
or consequence of obtaining such a security interest thereof is excessive in relation to the benefit to the Lenders of the security to
be afforded thereby, (v) assets to the extent a security interest in such assets in favor of the Secured Parties would reasonably be
expected to result in material adverse tax consequences (including, without limitation, as a result of the operation of Section 956 of
the Code or any similar law or regulation in any applicable jurisdiction), as reasonably determined by the Borrower and with the consent
of the Administrative Agent (not to be unreasonably withheld or delayed), (vi) margin stock, (vii) any fee-owned real property (for the
avoidance of doubt, fixtures shall not be Excluded Assets), (viii) Capital Stock or other equity interests of any Person (other than
wholly owned Subsidiaries) to the extent (1) any applicable contractual provisions prohibit, impose conditions on or restrict pledges
or security interests therein or (2) any other holder (that is neither an Affiliate or a Subsidiary of the Borrower) of the Capital Stock
or other equity interests of such Subsidiary withholds any consent required under the organizational documents, applicable shareholders’
agreement or other agreement of such Subsidiary, (ix) assets or property located, registered, applied for, arising under, protected or
existing in, or governed by, as applicable, any jurisdiction outside of the United States (other than up to 65% of the total outstanding
voting Capital Stock of any CFC Holding Company that is required to be so pledged pursuant to the Loan Documents), (x) any intent-to-use
trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto,
to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the
validity or enforceability of such intent-to-use trademark application under applicable law and (xi) the equity interests and assets
of any Securitization Subsidiary; provided that the Borrower in its sole discretion may elect to exclude any property from the
definition of Excluded Assets; provided further that Excluded Assets shall not include any proceeds, substitutions or replacements
of any Excluded Assets referred to in any of clauses (i) through (x) above (unless such proceeds,


 




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substitutions
or replacements would constitute Excluded Assets referred to in any of clauses (i) through (x) above).


 


“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
Subsidiary” means (a) any Subsidiary that is not a Material Subsidiary, (b) any non-wholly owned Subsidiary to the extent the
organizational documents thereof prohibit it from guaranteeing the Obligations, (c) any Subsidiary that is prohibited or restricted by
applicable law, rule or regulation or by any contractual obligation existing on the Ninth Amendment and Restatement Effective Date or
on the date such Subsidiary was acquired (so long as such contractual obligation was not entered into in contemplation of such acquisition)
from guaranteeing the Obligations or which would require a non-ministerial governmental (including regulatory) consent, approval, license
or authorization to provide a guarantee unless such consent, approval, licensor authorization has been received (the Loan Parties being
under no obligation to obtain such consent, approval or licensor authorization), (e) any CFC or CFC Holding Company, (f) not-for-profit
Subsidiaries and captive insurance companies, (g) any Subsidiary whose provision of a guarantee would have a cost (including tax cost),
burden, difficulty or consequence that is excessive in relation to the value afforded thereby as agreed between the Borrower and Administrative
Agent, (h) any Subsidiary acquired pursuant to a Permitted Acquisition with Indebtedness permitted to be incurred pursuant to the Loan
Documents as assumed Indebtedness and any Subsidiary thereof that guarantees such assumed Indebtedness, in each case to the extent such
secured Indebtedness prohibits such Subsidiary from becoming a Guarantor and (i) any Securitization Subsidiary. Each Excluded Subsidiary
as of the Ninth Amendment and Restatement Effective Date is set forth on Schedule 3.01.


 


“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


 




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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 Eighth Amended and Restated Credit Agreement, dated as of March 26, 2018, 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).


 


“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.


 


“Finance
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


 




    22 


    	 



    

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.


 


“Fitch”
shall mean Fitch Investors Service, Inc.


 


“Floor”
means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification,
amendment or renewal of this Agreement or otherwise) with respect to LIBO Rate or EURIBOR Rate, as applicable.


 


“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.


 


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


 


“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,


 




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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 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 permitted 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, in each case, that are 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.


 




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“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.


 


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


 


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


 


“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 Finance Lease Obligations of such Person and all obligations
of such Person under Synthetic Leases, (h) all 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 March 2021 relating to the Parent Borrower and the Transactions.


 


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


 




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“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 USD 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 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,
(c) with respect to any SONIA Loan (other than a Swingline Loan), the last day of the Interest Period applicable to the Borrowing of
which such Loan is a part and the Maturity Date and (d) with respect to any Swingline Loan, the Swingline Loan Maturity Date.


 


“Interest
Period” means, (a) 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, three or six months thereafter, as the applicable
Borrower may elect and (b) with respect to any SONIA Borrowing, the period commencing on the date of such Borrowing and ending 28 days,
29 days, 30 days, 31 days or 32 days thereafter, as the applicable Borrower may elect; provided, that (i) if any Interest Period
would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such
next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding
Business Day and (ii) any Interest Period with respect to any Eurocurrency Borrowing that is longer 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.


 


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


 


“ISDA
Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any
successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives
published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.


 




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“Issuing
Bank” means JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., TD Bank, N.A. and Wells Fargo Bank, National
Association 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.


 


“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.


 


“Lender-Related
Person” has the meaning assigned to such term in Section 10.03(d).


 


“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;
provided that, solely for purposes of Section 6.11, up to $150,000,000 of unrestricted cash and cash equivalents on the balance
sheet of the Parent Borrower and its Subsidiaries on or as of such date shall be deducted from clause (a) of this definition.


 


“LIBO
Interpolated Rate” means, at any time, with respect to any Eurocurrency Borrowing denominated in dollars and for any Interest
Period, the rate per annum (rounded to the same number of decimal places as the LIBO Screen Rate) determined by the Administrative Agent
(which determination shall be conclusive and binding absent manifest error) to be equal to the rate


 




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that
results from interpolating on a linear basis between: (a) the LIBO Screen Rate for the longest period (for which the LIBO Screen Rate
is available for the applicable Agreed Currency) that is shorter than the Impacted LIBO Rate Interest Period; and (b) the LIBO Screen
Rate for the shortest period (for which the LIBO Screen Rate is available for the applicable Agreed Currency) that exceeds the Impacted
LIBO Rate Interest Period, in each case, at such time; provided that if any LIBO Interpolated Rate shall be less than zero, such rate
shall be deemed to be zero for the purposes of this Agreement.


 


“LIBO
Rate” means, with respect to any Eurocurrency Borrowing denominated in dollars and for any Interest Period, the LIBO Screen
Rate at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; provided that if
the LIBO Screen Rate shall not be available at such time for such Interest Period (an “Impacted LIBO Rate Interest Period”)
with respect to such Agreed Currency then the LIBO Rate shall be the LIBO Interpolated Rate.


 


“LIBO
Screen Rate” means, for any day and time, with respect to any Eurocurrency Borrowing denominated in dollars and for any Interest
Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration
of such rate) for such Agreed Currency for a period equal in length to such Interest Period as displayed on such day and time on pages
LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen,
on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service
that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion); provided that
if the LIBO Screen Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.


 


“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.


 


“Limited
Originator Recourse” means a letter of credit, cash collateral account or other such credit enhancement issued in connection
with the incurrence of Indebtedness by a Securitization Subsidiary under a Qualified Securitization 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.


 




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“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 and (ii) 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
of 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 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 would be a “Significant Subsidiary” within the meaning of Rule 1-02 under
Regulation S-X promulgated by the SEC (or any successor provisions).


 


“Maturity
Date” means the date that is the fifth anniversary of the Ninth 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 and to acquire participations in Multicurrency
Swingline Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Multicurrency Revolving
Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.12 or (b) reduced or increased
from time to time pursuant to assignments by or to such Lender pursuant


 




    29 


    	 



    

to
Section 10.04. The amount of each Lender’s Multicurrency Revolving Commitment as of the Ninth 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 Ninth Amendment and Restatement Effective Date is $3,000,000,000.


 


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


 


“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”
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.


 


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


 


“Multicurrency
Swingline Loan” means a Loan denominated in euro or Sterling made pursuant to Section 2.07.


 


“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


 




    30 


    	 



    

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.


 


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


 


“Ninth
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).


 


“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
Agreed Currency” means any currencies used in this Agreement other than dollars, Sterling or euros.


 


“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.


 


“Overnight
EURIBOR Rate” means, with respect to any Multicurrency Swingline Loan denominated in euros, the London interbank offered rate
administered by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for deposits in
euros for an overnight period as displayed on the Reuters screen page that displays such rate (currently LIBOR01 or LIBOR02) (or, in
the event such rate does not appear on a page of the Reuters screen, on the appropriate page of such other information service that publishes
such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion);


 




    31 


    	 



    

provided
that, if the Overnight EURIBOR Rate as so determined would be less than zero, the Overnight EURIBOR Rate shall be deemed to be zero for
purposes of this Agreement.


 


“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.


 


“Payment”
has the meaning assigned to such term in Section 8.06(c).


 


“Payment
Notice” has the meaning assigned to such term in Section 8.06(c).


 


“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, 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


 




    32 


    	 



    

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).


 


“Permitted
Encumbrances” means:


 


(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.


 




    33 


    	 



    

“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;


 


(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;


 


(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; and


 


(k)       (i)
investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Parent Borrower, are necessary
or advisable to effect or maintain any Qualified Securitization Financing (including any contribution of replacement or substitute assets
to such Subsidiary) or any repurchase obligation in connection therewith and (ii) distributions or payments of Securitization Fees and
purchases of Securitization Assets in connection with a Qualified Securitization Financing;


 


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


 




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(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
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.


 




    35 


    	 



    

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


 


“QFC
Credit Support” has the meaning assigned to it in Section 10.20.


 


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


 


“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.


 


“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.


 


“Qualified
Securitization Financing” means any Securitization Financing of a Securitization Subsidiary that meets the following conditions:
(a) such Qualified Securitization Financing (including financing terms, covenants, termination events and other provisions) is in the
aggregate economically fair and reasonable to the Parent Borrower and the Securitization Subsidiary and (b) all sales and/or contributions
of Securitization Assets and related assets to the Securitization Subsidiary are made at fair market value (as determined in good faith
by the Parent Borrower). The grant of a security interest in any Securitization Assets of the Parent Borrower or any of the Subsidiaries
(other than a Securitization Subsidiary) to secure Indebtedness under this Agreement prior to engaging in any Securitization Financing
shall not be deemed a Qualified Securitization Financing.


 


“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”).


 


“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


 




    36 


    	 



    

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.


 


“Reference
Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is LIBO Rate, 11:00 a.m. (London
time) on the day that is two London banking days preceding the date of such setting, (2) if such Benchmark is EURIBOR Rate, 11:00 a.m.
Brussels time two TARGET Days preceding the date of such setting, (3) if such Benchmark is none of the LIBO Rate, the EURIBOR Rate, the
time determined by the Administrative Agent in its reasonable discretion and (4) if such Benchmark is SONIA, then 4 Business Days prior
to such setting.


 


“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.


 


“Relevant
Governmental Body” means (i) with respect to a Benchmark Replacement in respect of Loans denominated in dollars, the Federal
Reserve Board and/or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each
case, any successor thereto, (ii) with respect to a Benchmark Replacement in respect of Loans denominated in Sterling, the Bank of England,
or a committee officially endorsed or convened by the Bank of England or, in each case, any successor thereto, (iii) with respect to
a Benchmark Replacement in respect of Loans denominated in euros, the European Central Bank, or a committee officially endorsed or convened
by the European Central Bank or, in each case,


 




    37 


    	 



    

any
successor thereto and (iv) with respect to a Benchmark Replacement in respect of Loans denominated in any Other Agreed Currency, (a)
the central bank for the currency in which such Benchmark Replacement is denominated or any central bank or other supervisor which is
responsible for supervising either (1) such Benchmark Replacement or (2) the administrator of such Benchmark Replacement or (b) any working
group or committee officially endorsed or convened by (1) the central bank for the currency in which such Benchmark Replacement is denominated,
(2) any central bank or other supervisor that is responsible for supervising either (A) such Benchmark Replacement or (B) the administrator
of such Benchmark Replacement, (3) a group of those central banks or other supervisors or (4) the Financial Stability Board or any part
thereof.


 


“Relevant
Rate” means (i) with respect to any Eurocurrency Borrowing denominated in dollars, the LIBO Rate, (ii) with respect to any
Eurocurrency Borrowing denominated in euros, the EURIBOR Rate or (iii) with respect to any Borrowing denominated in Sterling, Daily Simple
SONIA.


 


“Relevant
Screen Rate” means (i) with respect to any Eurocurrency Borrowing denominated in dollars, the LIBO Screen Rate or (ii) with
respect to any Eurocurrency Borrowing denominated in euros, the EURIBOR Screen Rate.


 


“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 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 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
Commitment Period” means, with respect to a Revolving Facility, the period from and including the Ninth Amendment and Restatement
Effective Date to but 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 and the Multicurrency Revolving Commitment, it being understood that with respect
to each Revolving Lender with a USD Revolving Commitment and a Multicurrency Revolving Commitment, (a) the amount of such Lender’s
total Revolving Commitment is equal to such Lender’s USD Revolving


 




    38 


    	 



    

Commitment
and (b) the amount of such Lender’s Multicurrency Revolving Commitment is a sublimit within such Lender’s total Revolving
Commitment.


 


“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 and (b) Multicurrency Revolving Credit Exposure.


 


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


 


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


 


“Revolving
Loans” means the USD Revolving Loans and the Multicurrency 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 the U.S. Department of
State, or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom.


 


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


 


“Secured
Party” 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 permitted assigns of each of the foregoing.


 


“Securitization
Assets” means the accounts receivable, royalty or other revenue streams and other rights to payment and other assets related
thereto subject to a Qualified Securitization Financing and the proceeds thereof.


 


“Securitization
Fees” means distributions or payments made directly or by means of discounts with respect to any participation interest issued
or sold in connection with, and other fees and expenses (including reasonable fees and expenses of legal counsel) paid to a Person that
is not a Securitization Subsidiary in connection with any Qualified Securitization Financing.


 




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“Securitization
Financing” means any transaction or series of transactions that may be entered into by the Parent Borrower or any of its Subsidiaries
pursuant to which the Parent Borrower or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Securitization Subsidiary
(in the case of a transfer by the Parent Borrower or any of its Subsidiaries) or (b) any other Person (in the case of a transfer by a
Securitization Subsidiary), or may grant a security interest in, any Securitization Assets of the Parent Borrower or any of its Subsidiaries,
and any assets related thereto, including all collateral securing such Securitization Assets, all contracts and all guarantees or other
obligations in respect of such Securitization Assets, proceeds of such Securitization Assets and other assets that are customarily transferred
or in respect of which security interests are customarily granted in connection with asset securitization transactions involving Securitization
Assets.


 


“Securitization
Subsidiary” means a wholly owned Subsidiary of the Parent Borrower (or another Person formed for the purposes of engaging in
a Qualified Securitization Financing in which the Parent Borrower or any Subsidiary of the Parent Borrower makes an investment and to
which the Parent Borrower or any Subsidiary of the Parent Borrower transfers Securitization Assets and related assets) that engages in
no activities other than in connection with the financing of Securitization Assets of the Parent Borrower or its Subsidiaries, all proceeds
thereof and all rights (contingent and other), collateral and other assets relating thereto, and any business or activities incidental
or related to such business, and which is designated by the Parent Borrower as a Securitization Subsidiary and (a) no portion of the
Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by the Parent Borrower or any other Subsidiary
of the Parent Borrower, other than another Securitization Subsidiary (excluding guarantees of obligations (other than the principal of,
and interest on, Indebtedness) pursuant to Standard Securitization Undertakings or Limited Originator Recourse), (ii) is recourse to
or obligates the Parent Borrower or any other Subsidiary of the Parent Borrower, other than another Securitization Subsidiary, in any
way other than pursuant to Standard Securitization Undertakings or Limited Originator Recourse or (iii) subjects any property or asset
of the Parent Borrower or any other Subsidiary of the Parent Borrower, other than another Securitization Subsidiary, directly or indirectly,
contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings and Limited Originator
Recourse, (b) with which none of the Parent Borrower or any other Subsidiary of the Parent Borrower, other than another Securitization
Subsidiary, has any material contract, agreement, arrangement or understanding other than on terms which the Parent Borrower reasonably
believes to be no less favorable to the Parent Borrower or such Subsidiary than those that might be obtained at the time from Persons
that are not Affiliates of the Parent Borrower and (c) to which none of the Parent Borrower or any other Subsidiary of the Parent Borrower,
other than another Securitization Subsidiary, has any obligation to maintain or preserve such entity’s financial condition or cause
such entity to achieve certain levels of operating results. Any such designation by the Parent Borrower shall be evidenced to the Administrative
Agent by delivery to the Administrative Agent of a certified copy of the resolution of the Parent Borrower or such other Person giving
effect to such designation and an officer’s certificate certifying that such designation complied with the foregoing conditions.


 


“Security
Agreement” means each security agreement delivered by the Parent Borrower or any applicable Material Domestic Subsidiary, whereby
such Person shall grant to the


 




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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.


 


“SOFR”
means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published
by the SOFR Administrator on the SOFR Administrator’s Website.


 


“SOFR
Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).


 


“SOFR
Administrator’s Website” means the NYFRB’s website, currently at http://www.newyorkfed.org, or any successor source
for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.


 


“SONIA”
means, with respect to any Business Day, a rate per annum equal to the Sterling Overnight Index Average for such Business Day published
by the SONIA Administrator on the SONIA Administrator’s Website. The term “SONIA” when used in reference to any Loan
or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference
to Daily Simple SONIA.


 


“SONIA
Administrator” means the Bank of England (or any successor administrator of the Sterling Overnight Index Average).


 


“SONIA
Administrator’s Website” means the Bank of England’s website, currently at http://www.bankofengland.co.uk, or any
successor source for the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.


 


“SONIA
Interest Day” has the meaning assigned to such term in the definition of “Daily Simple SONIA”.


 


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


 


“Standard
Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Parent Borrower
or any Subsidiary of the Parent Borrower that are customary in a Securitization Financing.


 


“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 percentage (including any marginal, special, emergency or supplemental reserves)
expressed as a decimal established by the Federal Reserve Board to which the


 




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Administrative
Agent is subject with respect to the Adjusted LIBO Rate or the Adjusted EURIBOR Rate, as applicable, for eurocurrency funding (currently
referred to as “Eurocurrency liabilities” in Regulation D) or any other reserve ratio or analogous requirement of any central
banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Loans. Such
reserve percentage 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.


 


“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
Borrower Debt Limit” means the Subsidiary Borrowers incurring aggregate Revolving Loans, Swingline Loans and Letters of Credit
under this Agreement at any time in excess of the Dollar Equivalent of $3,000,000,000.


 


“Subsidiary
Borrowers” means Charles River Laboratories Holdings Limited, Charles River Laboratories Luxembourg S.à.r.l and Charles
River Nederland B.V.


 


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


 


“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).


 




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“Supported
QFC” has the meaning assigned to it in Section 10.20.


 


“Swingline
Exposure” means, at any time, the sum of all USD Swingline Exposure and all Multicurrency Swingline Exposure.


 


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


 


“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).


 


“Swingline
Loans” means the USD Swingline Loans and the Multicurrency Swingline Loans.


 


“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.


 


“TARGET
Day” means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, determined
by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in euro.


 


“TARGET2”
means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform
and which was launched on November 19, 2007.


 


“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 Ninth Amendment and Restatement Effective
Date is $0.


 


“Term
Commitment Period” means, with respect to the Term Facility, the period from and including March 26, 2018 to but excluding
the earlier of April 25, 2018 and the date of termination of the Commitments under the Term Facility.


 




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“Term
ESTR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based
on ESTR that has been selected or recommended by the Relevant Governmental Body.


 


“Term
ESTR Notice” means a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term ESTR
Transition Event.


 


“Term
ESTR Transition Event” means the determination by the Administrative Agent that (a) Term ESTR has been recommended for use
by the Relevant Governmental Body, (b) the administration of Term ESTR is administratively feasible for the Administrative Agent and
(c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark Replacement
in accordance with Section 2.18 that is not Term ESTR.


 


“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 an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment
and Assumption.


 


“Term
Loans” means 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).


 


“Term
SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based
on SOFR that has been selected or recommended by the Relevant Governmental Body.


 


“Term
SOFR Notice” means a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term SOFR
Transition Event.


 


“Term
SOFR Transition Event” means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use
by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and
(c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark Replacement
in accordance with Section 2.18 that is not Term SOFR.


 


“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


 




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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”
means 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, the Adjusted EURIBOR Rate, Daily Simple SONIA, the Overnight EURIBOR
Rate or the Alternate Base Rate.


 


“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.


 


“U.S.
Special Resolution Regime” has the meaning assigned to it in Section 10.20.


 


“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.


 


“Unadjusted
Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 


“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 USD 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 and (b) 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 Ninth 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 Ninth Amendment and Restatement Effective Date is $3,000,000,000.


 


“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


 




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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 USD 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” 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.


 


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


 


“USD
Swingline Loan” means a Loan denominated in dollars made pursuant to Section 2.07.


 


“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.


 


“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.


 


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 Revolving Borrowing”).


 




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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 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.


 




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(b)       Notwithstanding
anything to the contrary contained in Section 1.04(a) or in the definition of “Finance 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) 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 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; LIBOR Notification. The interest rate on a Loan denominated in dollars or an Alternative Currency may
be derived from an interest rate benchmark that is, or may in the future become, the subject of regulatory reform. Regulators have signaled
the need to use alternative benchmark reference rates for some of these interest rate benchmarks and, as a result, such interest rate
benchmarks may cease to comply with applicable laws and regulations, may be permanently discontinued, and/or the basis on which they
are calculated may change. The London interbank offered rate (“LIBOR”) is intended to represent the rate at which
contributing banks may obtain short-term borrowings from each other in the London interbank market. On March 5, 2021, the U.K. Financial
Conduct Authority (“FCA”) publicly announced that: (a) immediately after December 31, 2021, publication of all seven
euro LIBOR settings, all seven Swiss Franc LIBOR settings, the spot next, 1-week, 2-month and 12-month Japanese Yen LIBOR settings, the
overnight, 1-week, 2-month and 12-month Sterling LIBOR settings, and the 1-week and 2-month dollar LIBOR settings will permanently cease;
immediately after June 30, 2023, publication of the overnight and 12-month dollar LIBOR settings will permanently cease; immediately
after December 31, 2021, the 1-month, 3-month and 6-month Japanese Yen LIBOR settings and the 1-month, 3-month and 6-month British Pound
Sterling LIBOR settings will cease


 




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to
be provided or, subject to consultation by the FCA, be provided on a changed methodology (or “synthetic”) basis and no longer
be representative of the underlying market and economic reality they are intended to measure and that representativeness will not be
restored; and immediately after June 30, 2023, the 1-month, 3-month and 6-month dollar LIBOR settings will cease to be provided or, subject
to the FCA’s consideration of the case, be provided on a synthetic basis and no longer be representative of the underlying market
and economic reality they are intended to measure and that representativeness will not be restored. There is no assurance that dates
announced by the FCA will not change or that the administrator of LIBOR and/or regulators will not take further action that could impact
the availability, composition, or characteristics of LIBOR or the currencies and/or tenors for which LIBOR is published. Each party to
this agreement should consult its own advisors to stay informed of any such developments. Public and private sector industry initiatives
are currently underway to identify new or alternative reference rates to be used in place of LIBOR. Upon the occurrence of a Benchmark
Transition Event, a Term SOFR Transition Event, a Term ESTR Transition Event or an Early Opt-In Election, Section 2.18(b) and (c) provide
a mechanism for determining an alternative rate of interest. The Administrative Agent will promptly notify the Borrower, pursuant to
Section 2.18(e), of any change to the reference rate upon which the interest rate on Eurocurrency Loans is based. However, the Administrative
Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission
or any other matter related to LIBOR or other rates in the definition of “LIBO Rate” (or “EURIBOR Rate”) or with
respect to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, (i) any such alternative,
successor or replacement rate implemented pursuant to Section 2.18(b) or (c), whether upon the occurrence of a Benchmark Transition Event,
a Term SOFR Transition Event, a Term ESTR Transition Event or an Early Opt-in Election, and (ii) the implementation of any Benchmark
Replacement Conforming Changes pursuant to Section 2.18(d)), including without limitation, whether the composition or characteristics
of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence
of, the LIBO Rate (or the EURIBOR Rate) or have the same volume or liquidity as did the London interbank offered rate (or the euro interbank
offered rate, as applicable) prior to its discontinuance or unavailability.


 


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 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


 




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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.


 


SECTION
1.08.Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware
law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person
becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original
Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized
and acquired on the first date of its existence by the holders of its Capital Stock at such time.


 


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


 




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SECTION
2.03.[Reserved].


 


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 USD Revolving Credit Exposure exceeding the amount of such Lender’s USD Revolving
Commitment, (ii) the total USD Revolving Credit Exposure exceeding the total USD Revolving Commitment and (iii) 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.


 


(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 from time to time during the Revolving Commitment Period in an aggregate principal amount
that will not result in (i) such Lender’s Multicurrency Revolving Credit Exposure exceeding the amount of such Lender’s Multicurrency
Revolving Commitment, (ii) the total Multicurrency Revolving Credit Exposure exceeding the total Multicurrency Revolving Commitment,
(iii) the Subsidiary Borrower Debt Limit to be exceeded and (iv) 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.


 


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, (ii) each Multicurrency Revolving Borrowing denominated in Euros shall be comprised entirely of Eurocurrency
Loans as the applicable Borrower may request in accordance herewith and (iii) each Multicurrency Revolving Borrowing denominated in Sterling
shall be comprised entirely of SONIA Loans as the applicable Borrower may request in accordance herewith. Each USD Swingline Loan shall
be an ABR Loan. Each Multicurrency Swingline Loan (x) denominated in Euros shall be a Eurocurrency Loan and (y) denominated in Sterling
shall be a SONIA 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.


 




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(c)       At
the commencement of each Interest Period for any Eurocurrency Borrowing or SONIA 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
and (iii) £1,000,000 and an integral multiple of £100,000 in excess thereof in the case of Borrowings denominated in Sterling.
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
Borrowing of Swingline Loans shall be in an amount that is not less than the Dollar Equivalent of $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 Eurocurrency Borrowings denominated in dollars or euros and SONIA Borrowings (other than Eurocurrency Borrowings or SONIA
Borrowings consisting of Multicurrency Swingline Loans), (ii) three Borrowings consisting of USD Swingline Loans and (iii) three
Borrowings consisting of Multicurrency Swingline Loans.


 


(d)       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 in writing (a) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., Local Time, three Business Days
before the date of the proposed Borrowing, (b) in the case of a SONIA Borrowing, not later than 11:00 a.m., Local Time, five Business
Days before the date of the proposed Borrowing or (c) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City
time, on the date of the proposed Borrowing. Each such Borrowing Request shall be irrevocable and signed by the applicable Borrower.
Each such 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 or SONIA Borrowing, the initial Interest Period to be applicable thereto, which shall be a period
contemplated by the definition of the term “Interest Period”; and


 




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(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. If no Interest Period is specified with respect to any requested SONIA Borrowing, then the applicable
Borrower shall be deemed to have selected an Interest Period ending on the date that is on the numerically corresponding day in the calendar
month that is one month after the date of such Borrowing. Promptly following receipt of a Borrowing 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 the Swingline
Lender’s discretion, make Swingline Loans in dollars, Sterling or euros 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 Dollar Equivalent of the
aggregate principal amount of outstanding Swingline Loans exceeding $45,000,000, (ii) the aggregate principal amount of outstanding USD
Swingline Loans exceeding $25,000,000, (iii) the Dollar Equivalent of the aggregate principal amount of outstanding Multicurrency Swingline
Loans exceeding $20,000,000, (iv) any Lender’s Revolving Credit Exposure exceeding the amount of such Lender’s Revolving
Commitment or (v) 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 (x), in the case of a USD Swingline Loan, 2:00 p.m., New York City time, on the day of a proposed USD Swingline Loan and
(y) in the case of the a Multicurrency Swingline Loan, 12:00 noon, London time, on the day of a proposed Multicurrency Swingline Loan.
Each such notice shall be irrevocable and shall specify (x) the requested date (which shall be a Business Day), (y) whether
such Swingline Loan shall be a USD Swingline Loan or Multicurrency Swingline Loan and the currency of such Swingline Loan and (z) the
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 (x) in the case of a USD Swingline Loan, 3:00 p.m., New York City time, on the requested date
of such USD Swingline Loan and (y) in the case of a Multicurrency Swingline Loan, 3:00 p.m., London time, on the requested date
of such Multicurrency Swingline Loan.


 




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(c)       The
Swingline Lender may by written notice given to the Administrative Agent (x) in the case of a USD Swingline Loan, 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 USD Swingline Loans outstanding and (y) in the case of a Multicurrency Swingline Loan, not later than 12:00 noon,
London time, on any Business Day require the Multicurrency Revolving Lenders to acquire participations on such Business Day in all or
a portion of the Multicurrency Swingline Loans outstanding. Such notice shall specify the aggregate amount of USD Swingline Loans in
which USD Revolving Lenders will participate and the aggregate amount of Multicurrency Swingline Loans in which Multicurrency Revolving
Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each applicable
Revolving Lender, specifying in such notice such Lender’s USD Revolving Commitment Percentage and/or Multicurrency Revolving Commitment
Percentage, as applicable, of such Swingline Loan or Swingline Loans. Each Revolving Lender hereby absolutely and unconditionally agrees,
upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s
USD Revolving Commitment Percentage and/or Multicurrency Revolving Commitment Percentage, as applicable, of such Swingline Loan or Swingline
Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this
paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance
of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by 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 obligations of the Revolving Lenders), and the Administrative Agent shall promptly
pay to the Swingline Lender the amounts so received by it from the 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 applicable 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 or Sterling 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


 




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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 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 USD Revolving Credit Exposure exceeding the amount of such Lender’s USD Revolving Commitment
and (iv) the total USD 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


 




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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.


 


(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 USD 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 USD 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.


 




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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 USD Revolving Lenders have made payments pursuant to this paragraph
to reimburse the Issuing Bank, then to such USD Revolving Lenders and the Issuing Bank as their interests may appear. Any payment made
by a USD Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of
ABR Revolving Loans or a USD 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 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.


 




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(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 in
writing 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 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


 




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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 Ninth 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 Ninth Amendment and Restatement
Effective Date and to be outstanding under this Agreement.


 


(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


 




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by
12:00 noon, 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 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 or SONIA 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 or SONIA 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 Borrowings of Swingline
Loans, 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


 




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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 signed by the applicable Borrower.


 


(c)       Each
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 or SONIA Borrowing, the Interest Period to be applicable thereto after giving effect
to such election, which shall be a period contemplated by the definition of the term “Interest Period”.


 


If any such Interest
Election Request requests (A) 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 and (B) a SONIA Borrowing but does not specify an Interest
Period, then the applicable Borrower shall be deemed to have selected an Interest Period ending on the date that is on the numerically
corresponding day in the calendar month that is one month after the date of such Borrowing.


 


(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 Eurocurrency 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. If the Borrower fails to deliver a
timely and complete Interest Election Request with respect to a SONIA Borrowing prior to the Interest Payment Date therefor, then, unless
such SONIA Borrowing is repaid as provided herein, the Borrower shall be deemed to have


 




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selected
that such SONIA Borrowing shall automatically be continued as a SONIA Borrowing bearing interest at a rate based upon the applicable
Daily Simple SONIA as of such Interest Payment Date with an Interest Period ending on the date that is on the numerically corresponding
day in the calendar month that is one month after such Interest Payment Date. 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 or SONIA 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) unless repaid, each Eurocurrency Borrowing denominated
in an Alternative Currency or SONIA Borrowing shall bear interest at the Central Bank Rate for the applicable Agreed Currency plus the
Applicable Rate; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent
manifest error) that the Central Bank Rate for the applicable Agreed Currency cannot be determined, any outstanding affected Eurocurrency
Loans denominated in any Agreed Currency other than dollars or SONIA Loans shall either be (A) converted to an ABR Borrowing denominated
in dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the Interest Period or on the Interest
Payment Date, as applicable, therefor or (B) prepaid at the end of the applicable Interest Period or on the Interest Payment Date,
as applicable, in full; provided that if no election is made by the Borrower by the earlier of (x) the date that is three Business
Days after receipt by the Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency
Loan or SONIA Loan, the Borrower shall be deemed to have elected clause (A) above.


 


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 Ninth 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 Credit Exposure of any Lender exceed the amount of such Lender’s Multicurrency Revolving Commitment, (ii) the USD Revolving
Credit Exposure of any Lender exceeds the amount of such Lender’s USD Revolving Commitment, (iii) the total USD Revolving Credit
Exposures would exceed the total USD Revolving Commitments or (iv) the total Multicurrency Revolving Credit Exposure would exceed the
total Multicurrency Revolving Commitments.


 


(c)       The
Parent Borrower shall notify the 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


 




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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 applicable Swingline Loan Maturity Date; provided that (i) on each date that a USD Revolving Borrowing
is made, the Parent Borrower shall repay all USD Swingline Loans then outstanding and (ii) on each date that a Multicurrency Revolving
Borrowing is made, the Parent Borrower shall repay all Multicurrency 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.


 


(d)       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)
in writing 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 the date of prepayment, (ii) in the case of prepayment of


 




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a
SONIA Borrowing, not later than 11:00 a.m., Local Time, five Business Days before the date of prepayment, (iii) 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 (iv) 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 Ninth Amendment and Restatement


 




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Effective
Date to but excluding the date on which such Revolving Commitment and 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 Ninth 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 Ninth 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 Ninth 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.


 




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(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 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 USD Swingline Loan) shall bear interest at
the Alternate Base Rate plus the Applicable Rate.


 


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


 


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


 


(d)       The
Loans comprising each SONIA Borrowing (including each Multicurrency Swingline Loans denominated in Sterling) shall bear interest at Daily
Simple SONIA for the Interest Period in effect for such Borrowing plus the Applicable Rate.


 


(e)       The
Multicurrency Swingline Loans denominated in euros shall bear interest at the Overnight EURIBOR Rate plus the Applicable Rate.


 


(f)       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.


 


(g)       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 (f) 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 or SONIA 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.


 


(h)       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


 




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respect
to Borrowings denominated in Sterling, 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, Adjusted EURIBOR Rate,
Daily Simple SONIA, Overnight EURIBOR Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall
be conclusive absent manifest error.


 


SECTION 2.18.Alternate
Rate of Interest.


 


(a)       Subject
to clauses (b), (c), (d), (e), (f) and (g) of this Section 2.18, if prior to the commencement of any Interest Period for a Eurocurrency
Borrowing or SONIA 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, the LIBO Rate, the Adjusted EURIBOR Rate, the EURIBOR Rate, Daily Simple SONIA or
the Overnight EURIBOR Rate, as applicable (including because the Relevant Screen Rate is not available or published on a current basis),
for the applicable Agreed Currency and such Interest Period, provided that no Benchmark Transition Event shall have occurred at such
time; or


 


(ii)       the
Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate, the LIBO Rate, the Adjusted EURIBOR Rate, the EURIBOR
Rate, Daily Simple SONIA or the Overnight EURIBOR Rate, as applicable, for the applicable Agreed Currency and 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 the applicable Agreed Currency and such Interest Period;


 


then the Administrative
Agent shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable
thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice
no longer exist, (A) 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, (B) if any Borrowing Request requests a Eurocurrency
Revolving Borrowing in dollars, such Borrowing shall be made as an ABR Borrowing and (C) if any Borrowing Request requests a Eurocurrency
Borrowing in an Alternative Currency or a SONIA Borrowing, then such request shall be ineffective; provided that if the circumstances
giving rise to such notice affect only one Type of Borrowings, then all other Types of Borrowings shall be permitted. Furthermore, if
any Eurocurrency Loan in any Agreed Currency or SONIA Loan is outstanding on the date of the Borrower’s receipt of the notice from
the Administrative Agent referred to in this Section 2.18(a) with respect to a Relevant Rate applicable to such Eurocurrency Loan or
SONIA Loan, then until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice
no longer exist, (i) if such Eurocurrency Loan is denominated in dollars, then on the last day of the Interest Period applicable to such
Loan (or the next succeeding Business Day if such day is not a Business Day), such Loan shall be converted by the Administrative Agent
to, and shall constitute, an ABR Loan denominated in dollars on such day, (ii) if such Eurocurrency Loan is denominated in any Agreed
Currency other than dollars,


 




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then such Loan
shall, on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business
Day), bear interest at the Central Bank Rate for the applicable Agreed Currency plus the Applicable Rate; provided that, if the
Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate
for the applicable Agreed Currency cannot be determined, any outstanding affected Eurocurrency Loans denominated in any Agreed Currency
other than dollars shall, at the Borrower’s election prior to such day, either (A) be prepaid by the Borrower on such day or (B)
solely for the purpose of calculating the interest rate applicable to such Eurocurrency Loan, such Eurocurrency Loan denominated in any
Agreed Currency other than dollars shall be deemed to be a Eurocurrency Loan denominated in dollars and shall accrue interest at the
same interest rate applicable to Eurocurrency Loans denominated in dollars at such time or (iii) if such SONIA Loan is denominated in
any Agreed Currency other than dollars, then such Loan shall, on the last day of the Interest Period applicable to such Loan (or the
next succeeding Business Day if such day is not a Business Day), bear interest at the Central Bank Rate for the applicable Agreed Currency
plus the Applicable Rate; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding
absent manifest error) that the Central Bank Rate for the applicable Agreed Currency cannot be determined, any outstanding affected SONIA
Loans denominated in any Agreed Currency other than dollars shall, at the Borrower’s election prior to such day, either (A) be
converted into ABR Loans denominated in dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) on such day
or (B) be prepaid in full on such day.


 


(b)       Notwithstanding
anything to the contrary herein or in any other Loan Document (and any Hedging Agreement shall be deemed not to be a “Loan Document”
for purposes of this Section 2.18), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark
Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark
Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark
Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect
of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party
to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition
of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for
all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on
the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to,
or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has
not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.


 


(c)       Notwithstanding
anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, (x) with respect to
a Loan denominated in dollars, if a Term SOFR Transition Event and its related Benchmark Replacement Date or (y) with respect to a Loan
denominated in euros, if a Term ESTR Transition Event and its


 




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related
Benchmark Replacement Date, as applicable, have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark,
then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document
in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any
other party to, this Agreement or any other Loan Document; provided that, this clause (c) shall not be effective unless the Administrative
Agent has delivered to the Lenders and the Borrower a Term SOFR Notice or a Term ESTR Notice, as applicable. For the avoidance of doubt,
the Administrative Agent shall not be required to deliver any (x) Term SOFR Notice after the occurrence of a Term SOFR Transition Event
or (y) Term ESTR Notice after the occurrence of a Term ESTR Transition Event, and may do so in its sole discretion.


 


(d)       In
connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement
Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments
implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party
to this Agreement or any other Loan Document.


 


(e)       The
Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early
Opt-in Election, as applicable, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement
Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (v) the commencement
or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative
Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.18, including any determination with respect to
a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain
from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion
and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant
to this Section 2.18.


 


(f)       Notwithstanding
anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark
Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR, Term ESTR, LIBO Rate or EURIBOR Rate) and either
(A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time
as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark
has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative,
then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such
time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either
(A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is


 




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not,
or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement),
then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such
time to reinstate such previously removed tenor.


 


(g)       Upon
the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request
for a Eurocurrency Borrowing of, conversion to or continuation of Eurocurrency Loans to be made, converted or continued during any Benchmark
Unavailability Period and, failing that, either (x) the Borrower will be deemed to have converted any request for a Eurocurrency Borrowing
denominated in dollars into a request for a Borrowing of or conversion to ABR Loans or (y) any Eurocurrency Borrowing denominated in
an Alternative Currency shall be ineffective. During any Benchmark Unavailability Period or at any time that a tenor for the then-current
Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as
applicable, will not be used in any determination of ABR. Furthermore, if any Eurocurrency Loan or SONIA Loan in any Agreed Currency
is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect
to a Relevant Rate applicable to such Eurocurrency Loan or SONIA Loan, then until such time as a Benchmark Replacement for such Agreed
Currency is implemented pursuant to this Section 2.18, (i) if such Eurocurrency Loan is denominated in dollars, then on the last day
of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), such Loan shall
be converted by the Administrative Agent to, and shall constitute, an ABR Loan denominated in dollars on such day, (ii) if such Eurocurrency
Loan is denominated in any Agreed Currency other than dollars, then such Loan shall, on the last day of the Interest Period applicable
to such Loan (or the next succeeding Business Day if such day is not a Business Day), bear interest at the Central Bank Rate for the
applicable Agreed Currency plus the Applicable Rate; provided that, if the Administrative Agent determines (which determination
shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Currency cannot be determined,
any outstanding affected Eurocurrency Loans denominated in any Agreed Currency other than dollars shall, at the Borrower’s election
prior to such day, either (A) be prepaid by the Borrower on such day or (B) solely for the purpose of calculating the interest rate
applicable to such Eurocurrency Loan, such Eurocurrency Loan denominated in any Agreed Currency other than dollars shall be deemed to
be a Eurocurrency Loan denominated in dollars and shall accrue interest at the same interest rate applicable to Eurocurrency Loans denominated
in dollars at such time or (iii) if such Loan is a SONIA Loan, then such Loan shall, on the last day of the Interest Period applicable
to such Loan (or the next succeeding Business Day if such day is not a Business Day), bear interest at the Central Bank Rate for the
applicable Agreed Currency plus the Applicable Rate; provided that, if the Administrative Agent determines (which determination
shall be conclusive and binding absent manifest error) that the Central Bank Rate for Sterling cannot be determined, any outstanding
affected SONIA Loans shall, at the Borrower’s election prior to such day, either (A) be converted into ABR Loans denominated in
dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) on such day or (B) be prepaid on such day.


 




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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 Adjusted
EURIBOR Rate, as applicable) 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.


 


(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.


 




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(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. (a) In the event of (w) 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), (x) the conversion of any Eurocurrency
Loan other than on the last day of the Interest Period applicable thereto, (y) 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 (z) 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 or the Adjusted EURIBOR Rate, as applicable. 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 (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.


 


(b)       With
respect to SONIA Loans, in the event of (i) the payment of any principal of any SONIA Loan other than on the Interest Payment Date applicable
thereto (including as a result of an Event of Default), (ii) the conversion of any SONIA Loan other than on the Interest Payment Date
applicable thereto, (iii) the failure to borrow, convert, continue or prepay any SONIA Loan on the date specified in any notice delivered
pursuant hereto (regardless of whether such notice may be revoked under Section 2.14 and is revoked in accordance therewith), (iv) the
assignment of any SONIA Loan other than on the Interest Payment Date applicable thereto as a result of a request by the Borrower pursuant
to Section 2.23 or (v) the failure by the Borrower to make any payment of any Loan or drawing under any Letter of Credit (or interest
due thereof)


 




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denominated
in an Alternative Currency on its scheduled due date or any payment thereof in a different currency, then, in any such event, the Borrower
shall compensate each Lender for the loss, cost and expense attributable to such event.


 


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.


 


(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.


 




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


 


(ii)       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


 




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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 relevant
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 relevant 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 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.


 




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(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.


 


(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


 




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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 UK 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 Ninth 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, 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, interest thereon shall be payable for the period of such extension. All principal and interest
payments in respect of any


 




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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 Term Loans, Revolving Loans or participations in LC Disbursements or Swingline Loans, as the case may be, resulting in
such Lender receiving payment of a greater proportion of the aggregate amount of its Term Loans, Revolving Loans and participations in
LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender holding Term Loans,
Revolving Loans and participations in LC Disbursements and Swingline Loans, in each case in the same currency, then the Lender receiving
such greater proportion shall purchase (for cash at face value) participations in the Term Loans, Revolving Loans and/or participations
in LC Disbursements and Swingline Loans of other Lenders holding Term Loans, Revolving Loans and/or participations in LC Disbursements
and Swingline Loans in such currency to the extent necessary so that the benefit of all such payments shall be shared by the Lenders
holding Term Loans, Revolving Loans and participations in LC Disbursements and Swingline Loans in such currency, respectively, ratably
in accordance with the aggregate amount of principal of and accrued interest on their respective Term Loans, Revolving Loans and participations
in LC Disbursements and Swingline Loans in such currency; 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 clause (d) 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


 




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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.


 


(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.


 




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(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 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 USD Revolving
Credit Exposures and Multicurrency Revolving Credit Exposures outstanding as of such date.


 


(b)       If
at the Calculation Time, the Dollar Equivalent of (i) the total outstanding USD Revolving Credit Exposures exceed the total USD Revolving
Commitments then in effect or (ii) the total outstanding Multicurrency Revolving Credit Exposures exceeds the total Multicurrency
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 (A) in the case of clause (i) above, prepay USD Revolving Loans or USD Swingline Loans or cash
collateralize the outstanding Letters of Credit in an aggregate principal amount at least equal to such excess and (B) in the case
of clause (ii) above, prepay Multicurrency Revolving Loans or Multicurrency Swingline Loans 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.[Reserved].


 




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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 Revolving Lender becomes a Defaulting Lender then:


 


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


 


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


 


(iii)       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 USD 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,
and


 


(iv)       to
the extent the reallocation described in the preceding clause (ii) cannot be effected, the Borrowers shall within one Business Day
following notice by the Administrative Agent prepay such Multicurrency Swingline Exposure;


 


(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


 




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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 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 Revolving 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 that are Revolving 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 that are Revolving 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, in the case of amounts payable to such Defaulting Lender that is a Revolving Lender,
held in such account as cash collateral for future funding obligations of such 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, in the case of amounts payable to such Defaulting Lender
that is a Revolving Lender, held in such account as cash collateral for future funding obligations of such 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
(A) in the case of amounts payable to such Defaulting Lender that is a Term Lender, the Term Lenders or (B) in the case of
amounts payable to such Defaulting Lender that is a Revolving Lender, the Revolving Lenders or the


 




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Swingline
Lender or any Issuing Bank as a result of any judgment of a court of competent jurisdiction obtained by any such Term Lender, Revolving
Lender or the Swingline Lender or any Issuing Bank, as the case may be, 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 LC 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 holding such Loans so prepaid and LC Disbursements so reimbursed
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 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
that is a Revolving Lender has adequately remedied all matters that caused such Revolving Lender to be a Defaulting Lender, then the
Swingline Exposure and LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving
Commitment and on such date such Revolving Lender shall purchase at par such of the Revolving Loans of the other Revolving Lenders (other
than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for each Revolving Lender to hold such Revolving
Loans in accordance with its USD Revolving Commitment Percentage and Multicurrency 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 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 Agreement, shall be reallocated (in the case of clause (b) to
the extent of the applicable reduction) among the Lenders on the Ninth 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 Agreement, any Lender on the Ninth 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 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 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


 




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commitments
under the Existing Credit Agreement are less than such Lender’s applicable Commitments under this 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 Ninth 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).


 


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, would 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 Ninth 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 would 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


 




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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, would 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, would 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 the
audited consolidated balance sheets of the Consolidated Entities and the related statements of income, stockholders equity and cash flows
as of and for the fiscal years ended December 26, 2020, December 28, 2019 and December 29, 2018 reported on by PriceWaterhouseCoopers
LLP, independent public accountants. Such financial statements 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 26, 2020, there has been no change that would 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, would 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, would 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, would 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, would
reasonably be expected, individually or in the aggregate, to result in


 




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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, would 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 written notice of any claim with respect
to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.


 


(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, would 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 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.


 




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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 would 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, would 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 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 would 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, would 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.


 




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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 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 Ninth Amendment and Restatement Effective Date.


 


ARTICLE
IV


 


Conditions


 


SECTION
4.01.Ninth 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 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


 




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agreement)
that such party has signed a counterpart of each such agreement and the Acknowledgement and Confirmation Agreement.


 


(c)       [Reserved]


 


(d)       The
Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated
the Ninth 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;


 


(ii)       Matthew
Daniel, 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)       [Reserved];


 


(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)       [Reserved]


 


(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 Ninth 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


 




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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 Ninth 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 Ninth Amendment and Restatement Effective Date, all applicable documentation
and other 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 Ninth 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 Ninth 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 Ninth
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.


 




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(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
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.


 


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


 




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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 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)       [reserved]


 


(d)       concurrently
with any delivery of financial statements under clause (a) or (b) above, a certificate of its Financial Officer 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 and attaching reasonably detailed calculations of the Interest Coverage Ratio and the Leverage Ratio
as at the end of fiscal year or quarter to which such financial statements relate;


 


(e)       [reserved]


 


(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


 




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information to
the Administrative Agent if the Administrative Agent or any 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, would 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, would reasonably be expected to
result in liability of the Consolidated Entities that would reasonably be expected to result in a Material Adverse Effect; and


 


(d)       any
other development that results in, or would 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 would 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,
would 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 would 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


 




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reputable
insurance companies, insurance in such amounts and against such risks as are 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); provided, that no Loan Party shall be required to disclose or provide any information (i) that constitutes
non-financial trade secrets or non-financial proprietary information of any of the Loan Parties or any of their respective customers
and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives)
is prohibited by any applicable requirement of law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney
work product or (iv) in respect of which any Loan Party owes confidentiality obligations to any third party (provided such confidentiality
obligations were not entered into solely in contemplation of the requirements of this ‎Section 5.06); provided, further,
that in the event any Loan Party does not provide any information requested pursuant to this ‎Section 5.06 in reliance on
the preceding proviso, the Parent Borrower shall provide notice to the Administrative Agent that such information is being withheld and
the Parent Borrower shall use commercially reasonable efforts to describe, to the extent both feasible and permitted under applicable
requirements of law or confidentiality obligations, or without waiving such privilege, as applicable, the applicable information


 


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,
would 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 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).


 




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(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 its Subsidiaries.


 


(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) funding,
in violation of applicable U.S., 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. 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., 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 Ninth Amendment and Restatement Effective Date, the Parent Borrower will (i) cause such Domestic Subsidiary
(other than any such Domestic Subsidiary that is an Excluded Subsidiary) 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, Excluded Assets)
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


 




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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 Ninth 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 or any Material Domestic Subsidiary shall be required to be pledged
and delivered) to the Administrative Agent for its benefit and the 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.


 


SECTION 5.10.[reserved]


 


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, would not reasonably be expected to have a Material Adverse
Effect.


 


SECTION
5.12.Maintenance of Ratings. The Parent Borrower will use commercially reasonable efforts to 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 at least one of Moody’s, S&P and Fitch 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 Finance
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 the greater
of (x) $250,000,000 and (y) 32.5% of Consolidated EBITDA 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;


 




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(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
the greater of (x) $250,000,000 and (y) 32.5% of Consolidated EBITDA;


 


(h)       Hedging
Agreements permitted under Section 6.05;


 


(i)       Indebtedness
incurred by a Securitization Subsidiary in a Qualified Securitization Financing that is not recourse (except for Standard Securitization
Undertakings and Limited Originator Recourse) to the Parent Borrower or any of the Subsidiaries in an aggregate principal amount outstanding
at any time not to exceed $250,000,000.


 


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;


 




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(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);


 


(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;


 


(i)       any
Liens on the Securitization Assets arising in connection with a Qualified Securitization Financing; and


 


(j)       any
Liens not otherwise permitted under this Section 6.02 securing Indebtedness or other obligations of the Parent Borrower and its Subsidiaries
outstanding in an aggregate principal amount not to exceed the greater of (x) $160,000,000 and (y) 20% of Consolidated EBITDA.


 


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 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 would 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;


 




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(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;


 


(e)       Permitted
Acquisitions;


 


(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 the greater of (x) $100,000,000 and (y) 12.5% of Consolidated EBITDA;


 


(i)       so
long as no Event of Default shall have occurred or would result therefrom, other investments in Persons engaged in a commercial business
activity similar to the principal business activities of the Parent Borrower on the Ninth Amendment and Restatement Effective Date, or
reasonably related or ancillary or complementary thereto, at any time outstanding shall not exceed the greater of (x) $400,000,000 and
(y) 50% Consolidated EBITDA;


 


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


 


(m)       other
investments of the Parent Borrower and its Subsidiaries in an aggregate amount not to exceed at any time outstanding the greater of (x)
$100,000,000 and (y) 12.5% of Consolidated EBITDA.


 


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 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.


 




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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;


 


(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 and to a Securitization Subsidiary pursuant to a Qualified Securitization Financing;


 


(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 Parent Borrower or any of its Subsidiaries shall receive not less than 75% of such consideration in the form of cash or cash
equivalents (including any contribution of replacement or substitute asset);


 


(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 the greater of (x) $100,000,000 and (y) 12.5% of Consolidated EBITDA;


 


(g)       Dispositions
of Securitization Assets to a Securitization Subsidiary;


 


provided
that all Dispositions permitted by clauses (a) through (d) and clause (g) of this Section 6.06 shall be made for fair value as agreed
to in an arm’s length transaction.


 


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:


 


(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;


 




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(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; and


 


(e)       any
Disposition of Securitization Assets or related assets, investments permitted pursuant to clause (k) of the definition of “Permitted
Investments” or Standard Securitization Undertakings and Limited Originator Recourse in connection with any Qualified Securitization
Financing or any related transaction effected in order to consummate a financing contemplated by a Qualified Securitization Financing.


 


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, (v) clause (a) of the foregoing shall not apply to customary provisions in leases restricting the
assignment thereof, (vi) the foregoing shall not apply to Securitization Financings and (vii) the foregoing shall not apply to the Indebtedness
of Subsidiaries of the Parent Borrower that are not required to be Guarantors.


 


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 would 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.


 


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 4.25 to 1.00;


 




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provided
that, 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 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;


 




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


 




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(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, would 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 $25,000,000, (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 presentment,
demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers, (iii) require that the Borrower provide
cash collateral as required under Section 2.08(j) and (iv) enforce


 




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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
Lender and each Issuing Bank hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and
its successors and assigns to serve as the administrative agent under the Loan Documents and each Lender and each Issuing Bank authorizes
the Administrative Agent to take such actions as agent on its behalf and to exercise such powers under this Agreement and the other Loan
Documents as are delegated to the Administrative Agent under such agreements and to exercise such powers as are reasonably incidental
thereto. In addition, to the extent required under the laws of any jurisdiction other than within the United States, each Lender and
each Issuing Bank hereby grants to the Administrative Agent any required powers of attorney to execute and enforce any Security Document
governed by the laws of such jurisdiction on such Lender’s or such Issuing Bank’s behalf. Without limiting the foregoing,
each Lender and each Issuing Bank hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under,
each of the Loan Documents to which the Administrative Agent is a party, and to exercise all rights, powers and remedies that the Administrative
Agent may have under such Loan Documents.


 


(b)       As
to any matters not expressly provided for herein and in the other Loan Documents (including enforcement or collection), the Administrative
Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and
shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary, pursuant to the terms in the Loan Documents), and, unless and until revoked
in writing, such instructions shall be binding upon each Lender and each Issuing Bank; provided, however, that the Administrative
Agent shall not be required to take any action that (i) the Administrative Agent in good faith believes exposes it to liability unless
the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Lenders and the Issuing
Banks with respect to such action or (ii) is contrary to this Agreement or any other Loan Document or applicable law, including any action
that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization or relief
of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation


 




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of
any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that
the Administrative Agent may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action
and may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in the Loan Documents,
the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating
to the Borrower, any Subsidiary or any Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as
Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend
or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise
of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it.


 


(c)       In
performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf
of the Lenders and the Issuing Banks (except in limited circumstances expressly provided for herein relating to the maintenance of the
Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing:


 


(i)       the
Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the
agent, fiduciary or trustee of or for any Lender, Issuing Bank or holder of any other obligation other than as expressly set forth herein
and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it is understood
and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to
the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency
doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an
administrative relationship between contracting parties); additionally, each Lender agrees that it will not assert any claim against
the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and/or
the transactions contemplated hereby;


 


(ii)       where
the Administrative Agent is required or deemed to act as a trustee in respect of any Collateral over which a security interest has been
created pursuant to a Loan Document expressed to be governed by the laws of The Netherlands, Luxembourg or the United Kingdom, or is
required or deemed to hold any Collateral “on trust” pursuant to the foregoing, the obligations and liabilities of the Administrative
Agent to the Secured Parties in its capacity as trustee shall be excluded to the fullest extent permitted by applicable law;


 


(iii)       to
the extent that English law is applicable to the duties of the Administrative Agent under any of the Loan Documents, Section 1 of the
Trustee Act 2000 of the United Kingdom shall not apply to the duties of the Administrative Agent in relation to the trusts constituted
by that Loan Document; where there are inconsistencies between


 




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the
Trustee Act 1925 or the Trustee Act 2000 of the United Kingdom and the provisions of this Agreement or such Loan Document, the provisions
of this Agreement shall, to the extent permitted by applicable law, prevail and, in the case of any inconsistency with the Trustee Act
2000 of the United Kingdom, the provisions of this Agreement shall constitute a restriction or exclusion for the purposes of that Act;
and


 


(iv)       nothing
in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit element
of any sum received by the Administrative Agent for its own account.


 


(d)       The
Administrative Agent may perform any of its duties and exercise its rights and powers hereunder or under any other Loan Document 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 of their respective duties and exercise their respective rights and powers through their respective Related Parties. The exculpatory
provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent,
and shall apply to their respective activities pursuant to this Agreement. The Administrative Agent shall not be responsible for the
negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable
judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent.


 


(e)       None
of any Co-Syndication Agent, any Co-Documentation Agent or any Arranger shall have obligations or duties whatsoever in such capacity
under this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such capacity, but all such persons
shall have the benefit of the indemnities provided for hereunder.


 


(f)       In
case of the pendency of any proceeding with respect to any Loan Party under any Federal, state or foreign bankruptcy, insolvency, receivership
or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan or any reimbursement
obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative
Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding
or otherwise:


 


(i)       to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Disbursements
and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have
the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim under Sections 2.16, 2.17, 2.19, 2.21
and 10.03) allowed in such judicial proceeding; and


 


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


 




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and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized
by each Lender, each Issuing Bank and each other Secured Party to make such payments to the Administrative Agent and, in the event that
the Administrative Agent shall consent to the making of such payments directly to the Lenders, the Issuing Banks or the other Secured
Parties, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under the Loan Documents
(including under Section 10.03). Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent
to or accept or adopt on behalf of any Lender or Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting
the Obligations or the rights of any Lender or Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim
of any Lender or Issuing Bank in any such proceeding


 


(g)       The
provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Banks, and, except solely
to the extent of the Borrower’s rights to consent pursuant to and subject to the conditions set forth in this Article, none of
the Borrower or any Subsidiary, or any of their respective Affiliates, shall have any rights as a third party beneficiary under any such
provisions. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and
of the Guarantees of the Obligations provided under the Loan Documents, to have agreed to the provisions of this Article.


 


SECTION
8.02.Administrative Agent’s Reliance, Limitation of Liability, Etc. (a) Neither the Administrative Agent nor any of
its Related Parties shall be (i) liable for any action taken or omitted to be taken by such party, the Administrative Agent or any of
its Related Parties under or in connection with this Agreement or the other Loan Documents (x) with the consent of or at the request
of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall
believe in good faith to be necessary, under the circumstances as provided in the Loan Documents) or (y) in the absence of its own gross
negligence or willful misconduct (such absence to be presumed unless otherwise determined by a court of competent jurisdiction by a final
and non-appealable judgment) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or
warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate,
report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with,
this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any other Loan Document (including, for the avoidance of doubt, in connection with the Administrative Agent’s reliance
on any Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual
executed signature page) or for any failure of any Loan Party to perform its obligations hereunder or thereunder.


 


(b)       The
Administrative Agent shall be deemed not to have knowledge of any (i) notice of any of the events or circumstances set forth or described
in Section 5.02 unless and until written notice thereof stating that it is a “notice under Section 5.02” in respect of this
Agreement and identifying the specific clause under said Section is given to the Administrative Agent by a Borrower, or (ii) notice of
any Default or Event of Default unless and until written


 




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notice
thereof (stating that it is a “notice of Default” or a “notice of an Event of Default”) is given to the Administrative
Agent by a Borrower, a Lender or an Issuing Bank. Further, the Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents
of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of
any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default or Event
of Default, (iv) the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement,
instrument or document, (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to
confirm receipt of items (which on their face purport to be such items) expressly required to be delivered to the Administrative Agent
or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative
Agent, or (vi) the creation, perfection or priority of Liens on the Collateral. Notwithstanding anything herein to the contrary, the
Administrative Agent shall not be liable for, or be responsible for any liabilities, costs or expenses suffered by a Borrower, any Subsidiary,
any Lender or any Issuing Bank as a result of, any determination of the Revolving Credit Exposure, any of the component amounts thereof
or any portion thereof attributable to each Lender or Issuing Bank, or any Exchange Rate or Dollar Equivalent.


 


(c)       Without
limiting the foregoing, the Administrative Agent (i) may treat the payee of any promissory note as its holder until such promissory note
has been assigned in accordance with Section 10.04, (ii) may rely on the Register to the extent set forth in Section 10.04(b), (iii)
may consult with legal counsel (including counsel to the Borrowers), independent public accountants and other experts selected by it,
and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel,
accountants or experts, (iv) makes no warranty or representation to any Lender or Issuing Bank and shall not be responsible to any Lender
or Issuing Bank for any statements, warranties or representations made by or on behalf of any Loan Party in connection with this Agreement
or any other Loan Document, (v) in determining compliance with any condition hereunder to the making of a Loan, or the issuance of a
Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, may presume that such condition
is satisfactory to such Lender or Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender
or Issuing Bank sufficiently in advance of the making of such Loan or the issuance of such Letter of Credit and (vi) shall be entitled
to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any notice,
consent, certificate or other instrument or writing (which writing may be a fax, any electronic message, Internet or intranet website
posting or other distribution) or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent
or otherwise authenticated by the proper party or parties (whether or not such Person in fact meets the requirements set forth in the
Loan Documents for being the maker thereof).


 


SECTION
8.03.Posting of Communications. (a) The Borrowers agree that the Administrative Agent may, but shall not be obligated
to, make any Communications available to the Lenders and the Issuing Banks by posting the Communications on IntraLinks, DebtDomain,


 




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SyndTrak,
ClearPar or any other electronic platform chosen by the Administrative Agent to be its electronic transmission system (the “Approved
Electronic Platform”).


 


(b)       Although
the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented
or modified by the Administrative Agent from time to time (including, as of the Ninth Amendment and Restatement Effective Date, a user
ID/password authorization system) and the Approved Electronic Platform is secured through a per-deal authorization method whereby each
user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Lenders, each of the Issuing Banks and the
Borrowers acknowledges and agrees that the distribution of material through an electronic medium is not necessarily secure, that the
Administrative Agent is not responsible for approving or vetting the representatives or contacts of any Lender that are added to the
Approved Electronic Platform, and that there may be confidentiality and other risks associated with such distribution. Each of the Lenders,
each of the Issuing Banks and the Borrowers hereby approves distribution of the Communications through the Approved Electronic Platform
and understands and assumes the risks of such distribution.


 


(c)       THE
APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE PARTIES
DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE APPROVED ELECTRONIC PLATFORM AND EXPRESSLY
DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND 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 THE APPLICABLE PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE APPROVED
ELECTRONIC PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY ARRANGER, ANY CO-DOCUMENTATION AGENT, ANY CO-SYNDICATION AGENT OR
ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ANY LOAN PARTY,
ANY LENDER, ANY ISSUING BANK 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 LOAN PARTY’S OR THE ADMINISTRATIVE
AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED ELECTRONIC PLATFORM.


 


“Communications”
means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan
Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender
or any Issuing Bank by means of electronic communications pursuant to this Section, including through an Approved Electronic Platform.


 




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(d)       Each
Lender and each Issuing Bank agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted
to the Approved Electronic Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan
Documents. Each Lender and Issuing Bank agrees (i) to notify the Administrative Agent in writing (which could be in the form of electronic
communication) from time to time of such Lender’s or Issuing Bank’s (as applicable) email address to which the foregoing
notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address.


 


(e)       Each
of the Lenders, each of the Issuing Banks and the Borrowers agrees that the Administrative Agent may, but (except as may be required
by applicable law) shall not be obligated to, store the Communications on the Approved Electronic Platform in accordance with the Administrative
Agent’s generally applicable document retention procedures and policies.


 


(f)       Nothing
herein shall prejudice the right of the Administrative Agent, any Lender or any Issuing Bank to give any notice or other communication
pursuant to any Loan Document in any other manner specified in such Loan Document.


 


SECTION
8.04.The Administrative Agent Individually. With respect to its Commitment, Loans (including Swingline Loans), Letter of Credit
Commitments and Letters of Credit, the Person serving as the Administrative Agent shall have and may exercise the same rights and powers
hereunder and is subject to the same obligations and liabilities as and to the extent set forth herein for any other Lender or Issuing
Bank, as the case may be. The terms “Issuing Banks”, “Lenders”, “Required Lenders” and any similar
terms shall, unless the context clearly otherwise indicates, include the Administrative Agent in its individual capacity as a Lender,
Issuing Bank or as one of the Required Lenders, as applicable. The Person serving as the Administrative Agent and its Affiliates may
accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally
engage in any kind of banking, trust or other business with, the Borrowers, any Subsidiary or any Affiliate of any of the foregoing as
if such Person was not acting as the Administrative Agent and without any duty to account therefor to the Lenders or the Issuing Banks.


 


SECTION
8.05.Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving 30 days’ prior written
notice thereof to the Lenders, the Issuing Banks and the Borrowers, whether or not a successor Administrative Agent has been appointed.
Upon any such resignation, (i) the Administrative Agent may appoint one of its Affiliates acting through an office in the European Union
as a successor Administrative Agent and (ii) if the Administrative Agent has not appointed one of its Affiliates acting through an office
in the European Union as a successor Administrative Agent pursuant to clause (i) above, the Required Lenders shall have the right to
appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders,
and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation,
then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, 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. In either case, (other than if the Administrative
Agent appoints one of its Affiliates acting through an office in the European Union as a successor Administrative Agent


 




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pursuant
to clause (i) above), such appointment shall be subject to the prior written approval of the Parent Borrower (which approval may not
be unreasonably withheld and shall not be required while an Event of Default has occurred and is continuing). Upon the acceptance of
any appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall succeed to, and
become vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent. Upon the acceptance of appointment
as Administrative Agent by a successor Administrative Agent, the retiring Administrative Agent shall be discharged from its duties and
obligations under this Agreement and the other Loan Documents. Prior to any retiring Administrative Agent’s resignation hereunder
as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor
Administrative Agent its rights as Administrative Agent under the Loan Documents.


 


(b)       Notwithstanding
paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such
appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative
Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrowers, whereupon, on the
date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest
granted to the Administrative Agent under any Security Document for the benefit of the Secured Parties, the retiring Administrative Agent
shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue to be
entitled to the rights set forth in such Security Document and Loan Document, and, in the case of any Collateral in the possession of
the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is
appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative
Agent shall have no duty or obligation to take any further action under any Security Document, including any action required to maintain
the perfection of any such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder
or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall
be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative
Agent shall directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s
resignation from its capacity as such, the provisions of this Article and Section 10.03, as well as any exculpatory, reimbursement and
indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Administrative
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
the retiring Administrative Agent was acting as Administrative Agent and in respect of the matters referred to in the proviso under clause
(i) above.


 


SECTION
8.06.Acknowledgements of Lenders and Issuing Banks. (a)Each Lender and each Issuing Bank represents and warrants that
(i) the Loan Documents set forth the terms of a commercial lending facility, (ii) it is engaged in making, acquiring or holding commercial
loans


 




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and
in providing other facilities set forth herein as may be applicable to such Lender or Issuing Bank, in each case in the ordinary course
of business, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument (and each Lender and
each Issuing Bank agrees not to assert a claim in contravention of the foregoing), (iii) it has, independently and without reliance upon
the Administrative Agent, any Arranger, any Co-Syndication Agent, any Co-Documentation Agent or any other Lender or Issuing Bank, or
any of the Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder and (iv) it is
sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein,
as may be applicable to such Lender or such Issuing Bank, and either it, or the Person exercising discretion in making its decision to
make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such
commercial loans or providing such other facilities. Each Lender and each Issuing Bank also acknowledges that it will, independently
and without reliance upon the Administrative Agent, any Arranger, any Co-Syndication Agent, any Co-Documentation Agent or any other Lender
or Issuing Bank, or any of the Related Parties of any of the foregoing, and based on such documents and information (which may contain
material, non-public information within the meaning of the United States securities laws concerning the Borrowers and their respective
Affiliates) 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 any related agreement or any document furnished hereunder or thereunder.


 


(b)       Each
Lender, by delivering its signature page to this Agreement on the Ninth Amendment and Restatement Effective Date, or delivering its signature
page to an Assignment and Assumption or any other Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed
to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to,
or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Ninth Amendment and Restatement Effective Date.


 


(c)       (i)
Each Lender and Issuing Bank hereby agrees that (x) if the Administrative Agent notifies such Lender or Issuing Bank that the Administrative
Agent has determined in its sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates
(whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”)
were erroneously transmitted to such Lender or Issuing Bank (whether or not known to such Lender or Issuing Bank), and demands the return
of such Payment (or a portion thereof), such Lender or Issuing Bank shall promptly, but in no event later than one Business Day thereafter,
return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day
funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received
by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the Federal Funds Effective Rate and a
rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in
effect, and (y) to the extent permitted by applicable


 




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law,
such Lender or Issuing Bank shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or
right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments
received, including without limitation any defense based on “discharge for value” or any similar doctrine.  A notice
of the Administrative Agent to any Lender under this Section 8.06(c) shall be conclusive, absent manifest error.


 


(ii)       Each
Lender and Issuing Bank hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates
(x) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative
Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or
accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. 
Each Lender and Issuing Bank agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have
been sent in error, such Lender or Issuing Bank shall promptly notify the Administrative Agent of such occurrence and, upon demand from
the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent
the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon
in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or Issuing Bank to the
date such amount is repaid to the Administrative Agent at the greater of the Federal Funds Effective Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect.


 


(iii)       Each
Borrower and each other Loan Party hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not recovered from
any Lender or Issuing Bank that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated
to all the rights of such Lender or Issuing Bank with respect to such amount to the maximum amount permitted by law and (y) an erroneous
Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by a Borrower or any other Loan Party; provided
that this clause (iii) shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or
accelerating the due date for), the Obligations of the Loan Parties relative to the amount (and/or timing for payment) of the Obligations
that would have been payable had such erroneous Payment not been made by the Administrative Agent; provided, further, that
for the avoidance of doubt, the foregoing clauses (x) and (y) shall not apply to the extent any such Payment is, and solely with respect
to the amount of such Payment that is, comprised of funds received by the Administrative Agent from a Borrower or any other Loan Party
for the purpose of making such Payment.


 


(iv)       Each
party’s obligations under this Section 8.06(c) shall survive the resignation or replacement of the Administrative Agent or any
transfer of rights or obligations by, or the replacement of, a Lender or an Issuing Bank, the termination of the


 




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Commitments
or the repayment, satisfaction or discharge of all Obligations under any Loan Document.


 


SECTION
8.07.Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 10.08 or with
respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right
individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that
all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured
Parties in accordance with the terms thereof.


 


(b)       The
Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, to subordinate any Lien on any property
granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by
Section 6.02(b). The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation
or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative
Agent’s Lien thereon or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent
be responsible or liable to the Lenders or any other Secured Party for any failure to monitor or maintain any portion of the Collateral.


 


SECTION
8.08.Credit Bidding. The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required
Lenders, to credit bid all or any portion of the Obligations (including by accepting some or all of the Collateral in satisfaction of
some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or
through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions
of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any other jurisdictions
to which a Loan Party is subject, or (b) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or
with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable
law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall
be, credit bid by the Administrative Agent at the direction of the Required Lenders on a ratable basis (with Obligations with respect
to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that shall vest upon the
liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the
contingent interests) for the asset or assets so purchased (or for the equity interests or debt instruments of the acquisition vehicle
or vehicles that are issued in connection with such purchase). In connection with any such bid, (i) the Administrative Agent shall be
authorized to form one or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles,
(ii) each of the Secured Parties’ ratable interests in the Obligations which were credit bid shall be deemed without any further
action under this Agreement to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative
Agent shall be authorized to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions
by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or equity interests


 




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thereof,
shall be governed, directly or indirectly, by, and the governing documents shall provide for, control by the vote of the Required Lenders
or their permitted assignees under the terms of this Agreement or the governing documents of the applicable acquisition vehicle or vehicles,
as the case may be, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the
Required Lenders contained in Section 10.02 of this Agreement), (iv) the Administrative Agent on behalf of such acquisition vehicle or
vehicles shall be authorized to issue to each of the Secured Parties, ratably on account of the relevant Obligations which were credit
bid, interests, whether as equity, partnership interests, limited partnership interests or membership interests, in any such acquisition
vehicle and/or debt instruments issued by such acquisition vehicle, all without the need for any Secured Party or acquisition vehicle
to take any further action, and (v) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire
Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition
vehicle exceeds the amount of Obligations credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be
reassigned to the Secured Parties pro rata with their original interest in such Obligations and the equity interests and/or debt instruments
issued by any acquisition vehicle on account of such Obligations shall automatically be cancelled, without the need for any Secured Party
or any acquisition vehicle to take any further action. Notwithstanding that the ratable portion of the Obligations of each Secured Party
are deemed assigned to the acquisition vehicle or vehicles as set forth in clause (ii) above, each Secured Party shall execute such documents
and provide such information regarding the Secured Party (and/or any designee of the Secured Party which will receive interests in or
debt instruments issued by such acquisition vehicle) as the Administrative Agent may reasonably request in connection with the formation
of any acquisition vehicle, the formulation or submission of any credit bid or the consummation of the transactions contemplated by such
credit bid.


 


SECTION
8.09.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 Arranger and their respective Affiliates, and not, for the avoidance of
doubt, to or for the benefit of the Borrowers 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 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


 




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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)      (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
Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowers or any other Loan
Party, that none of the Administrative Agent, or any 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).


 


(c)
       The Administrative Agent, and each 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


 




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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, for the
benefit of the Guaranteed Parties 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 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


 




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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 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


 




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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 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


 




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


 




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Any
party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties
hereto. All 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 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 DebtDomain, 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. “Electronic System” means any electronic system, including e-mail,
e-fax, Intralinks, ClearPar, DebtDomain, 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 Parties 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


 




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


 


(b)       Subject
to Section 2.18(b), (c) and (d), 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 to correct, amend or cure any ambiguity, inconsistency or defect or correct any
typographical error or other manifest error in any Loan Document.


 




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SECTION
10.03.Expenses; Indemnity; Damage Waiver. (a) The Parent Borrower shall pay (i) all reasonable out-of-pocket 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 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 action taken in connection with this Agreement, including, but not limited to, the payment of principal,
interest and fees, (iii) 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), (iv) to the extent relating to any of the foregoing, 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 (v) 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.
This Section 10.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising
from any non-Tax claim.


 


(c)       To
the extent that the 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


 




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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, 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, (i) the Borrowers shall not assert, and hereby waive, any claim against the Administrative Agent,
any Arranger, any Co-Syndication Agent, any Co-Documentation Agent any Issuing Bank and any Lender, and any Related Party of any of the
foregoing Persons (each such Person being called a “Lender-Related Person”), for any losses, claims (including intraparty
claims), demands, damages or liabilities of any kind arising from the use by others of information or other materials (including, without
limitation, any personal data) obtained through telecommunications, electronic or other information transmission systems (including the
Internet) and (ii) no party hereto shall assert, and each such party hereby waives, any losses, claims (including intraparty claims),
demands, damages or liabilities of any kind against any other party hereto, 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; provided that, nothing in this Section 10.03(d) shall relieve the Parent Borrower and each
Loan Party of any obligation it may have to indemnify an Indemnitee, as provided in Section 10.03(b), against any special, indirect,
consequential or punitive damages asserted against such Indemnitee by a third party.


 


(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.


 




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(b)           (i)       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.


 


(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


 




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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 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


 




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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”); provided that no Lender shall
have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information
relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to
any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other
obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant
Register shall be conclusive absent manifest error, and such Lender, each Loan Party and the Administrative Agent shall treat each person
whose name is recorded in the Participant Register pursuant to the 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


 




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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.


 


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


 




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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 (x) this Agreement, (y) any other Loan Document and/or (z) any document, amendment,
approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 10.01), certificate,
request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated
hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by telecopy, emailed
pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a
manually executed counterpart of this Agreement, such other Loan Document or such Ancillary Document, as applicable. The words “execution,”
“signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement, any
other Loan Document and/or any Ancillary Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records
in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual
executed signature page), 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; provided that nothing herein shall
require the Administrative Agent to accept Electronic Signatures in any form or format without its prior written consent and pursuant
to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent
has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic
Signature purportedly given by or on behalf of the Parent Borrower or any other Loan Party without further verification thereof and without
any obligation to review the appearance or form of any such Electronic signature and (ii) upon the request of the Administrative Agent
or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality
of the foregoing, the Parent Borrower and each Loan Party hereby (i) agrees that, for all purposes, including without limitation, in
connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent,
the Lenders and the Loan Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces
an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary
Document shall have the same legal effect, validity and enforceability as any paper original, (ii) the Administrative Agent and each
of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document
in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s
business, and destroy the original paper document (and all such electronic records shall


 




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be
considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives
any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or
any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary
Document, respectively, including with respect to any signature pages thereto and (iv) waives any claim against any Lender-Related Person
for any losses, claims (including intraparty claims), demands, damages or liabilities of any kind arising solely from the Administrative
Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or
any other electronic means that reproduces an image of an actual executed signature page, including any losses, claims (including intraparty
claims), demands, damages or liabilities of any kind arising as a result of the failure of the Parent Borrower and/or any Loan Party
to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.


 


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.


 




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(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 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.


 


(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.


 




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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 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.


 




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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 with interest thereon to the date
of repayment, shall have been received by such Lender.


 


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 (i) 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, (ii) becomes an Excluded Subsidiary or (iii) owns property that constitutes
Collateral but that is not required to be Collateral as the result of being an Excluded Asset, in each case 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 (x) release any Liens created by any Loan
Document in respect of such Capital Stock or assets (including Excluded Assets), and (y) in the case of (I) 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
or (II) a Guarantor becoming an Excluded Subsidiary, in each case 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


 




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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-Documentation Agent,
any Co-Syndication Agent, any lead arranger or joint bookrunner, the Administrative Agent, any Issuing Bank, the 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 Documents, irrespective
of whether any Co-Documentation Agent, any Co-Syndication Agent, any lead arranger or joint bookrunner, the Administrative Agent, any
Issuing Bank, the 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 Lender 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 Lender 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 Lender 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 Lender 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 Lender 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 Lender 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 Lender 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.No Novation(a). The terms and conditions of the Existing Credit Agreement are amended as set forth herein, and restated
in their entirety and superseded by, this Agreement. Nothing in this Agreement shall be deemed to work a novation of any of the obligations
under the Existing Credit Agreement. Notwithstanding any provision of this Agreement or any other document or instrument executed in
connection herewith, the execution


 




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and
delivery of this Agreement and the incurrence of obligations hereunder shall be in substitution for, but not in payment of, the obligations
owed by the Loan Parties under the existing Loan Documents. From and after the date hereof, each reference to this “Agreement”
or other reference originally applicable to the Existing Credit Agreement contained in any document executed and delivered in connection
therewith shall be a reference to this Agreement, as amended, supplemented, restated or otherwise modified from time to time.


 


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.


 


SECTION
10.20.Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee
or otherwise, for Hedging Agreements or any other agreement or instrument that is a QFC (such support “QFC Credit Support”
and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution
power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street
Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”)
in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents
and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other
state of the United States):


 


In
the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer of such


 




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Supported QFC and
the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and
any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same
extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and
any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States.
In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution
Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be
exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under
the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state
of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect
to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.


 


[Signature Pages
to Follow]


 




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IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first
above written.


 





	 	CHARLES
                    RIVER LABORATORIES


INTERNATIONAL,
INC.



	 	 
	 	 
	 	By:	 /s/ David R. Smith
	 	 	Name: David R. Smith
	 	 	Title:   Corporate Executive VP and CFO



 





	 	CHARLES RIVER NEDERLAND B.V.
	 	 
	 	 
	 	By:	 /s/ David R. Smith
	 	 	Name: David R. Smith
	 	 	Title:   Attorney in fact acting under the power of attorney granted on April 20, 2021.



 





	 	Charles River LABORATORIES HOLDINGS LIMITED
	 	 
	 	 
	 	By:	 /s/ David R. Smith
	 	 	Name: David R. Smith
	 	 	Title:   Director






 





	 	Charles River Laboratories Luxembourg S.À.r.l.
	 	 
	 	 
	 	By:	 /s/ John Curtin
	 	 	Name: John Curtin
	 	 	Title:   A Manager



 




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	 	JPMORGAN
                    CHASE BANK, N.A.


as
a Lender, Issuing Bank, Swingline Lender and as Administrative Agent



	 	 
	 	 
	 	By:	 /s/ David Hyman
	 	 	Name: David Hyman
	 	 	Title:   Executive Director






 



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	 	BanK
                    of America, N.A.,


as
a Lender and an Issuing Bank



	 	 
	 	 
	 	By:	 /s/ Linda E. C. Alto
	 	 	Name: Linda E. C. Alto
	 	 	Title:   Senior Vice President



  




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	 	CITIBANK,
                    N.A.,


as
a Lender and an Issuing Bank



	 	 
	 	 
	 	By:	 /s/ Michael S. Chen
	 	 	Name: Michael S. Chen
	 	 	Title:   Director



 







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	 	Signature
                  Page to


Charles
River Laboratories International, Inc.


Ninth
Amended and Restated Credit Agreement


	 	 
	 	MUFG BANK, LTD., as a Lender
	 	 
	 	 
	 	By:	/s/ Teuta Ghilaga
	 	 	Name: Teuta Ghilaga
	 	 	Title: Director






 



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	 	TD
                    BANK, N.A.,


as
a Lender and an Issuing Bank



	 	 
	 	 
	 	By:	 /s/ Steve Levi
	 	 	Name: Steve Levi
	 	 	Title:   Senior Vice President









 



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	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION,


as
a Lender and an Issuing Bank


	 	 
	 	 
	 	By:	 /s/ Lindsey Stuckey
	 	 	Name: Lindsey Stuckey
	 	 	Title:   Director



 






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	 	CITIZENS BANK, N.A., as a lender 
	 	 
	 	 
	 	By:	/s/ Kristen Morse
	 	 	Name: Kristen Morse
	 	 	Title:    Managing Director



 




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	 	Signature
                  Page to


Charles
River Laboratories International, Inc.


Ninth
Amended and Restated Credit Agreement


	 	 
	 	DNB Capital LLC as a Lender
	 	 
	 	 
	 	 	/s/ Samantha K Stone
	 	 	Name: Samantha K Stone
	 	 	Title:    Vice President






 


  





	 	By:	/s/ Ahelia Singh
	 	 	Name: Ahelia Singh
	 	 	Title:    Assistant Vice President



 



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	 	U.S. Bank National Association, as a Lender
	 	 
	 	 
	 	By:	/s/ Maria Massimino
	 	 	Name: Maria Massimino
	 	 	Title:   Senior Vice President






 



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	 	PNC BANK, NATIONAL ASSOCIATION, as a Lender
	 	 
	 	 
	 	By:	/s/ William P. Herold
	 	 	Name: William P. Herold
	 	 	Title:   Vice President



 






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	 	Truist Bank, as a Lender
	 	 
	 	 
	 	By:	/s/ James Ford
	 	 	Name: James Ford
	 	 	Title:   Managing Director



 






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	 	Bank of the West, as a Lender
	 	 
	 	 
	 	By:	/s/ Michael Weinert
	 	 	Name: Michael Weinert
	 	 	Title:   Director



 






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	 	KeyBank National Association, as a Lender
	 	 
	 	 
	 	By:	/s/ Alyssa Suckow
	 	 	Name: Alyssa Suckow
	 	 	Title:   Vice President



 






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	 	People’s United Bank, N.A. , as a Lender
	 	 
	 	 
	 	By:	/s/ Darci Buchanan
	 	 	Name: Darci Buchanan
	 	 	Title:   Senior Vice President



 






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	 	Signature
                  Page to


Charles
River Laboratories International, Inc.


Ninth
Amended and Restated Credit Agreement


	 	 
	 	GOLDMAN SACHS BAK USA, as a Lender
	 	 
	 	 
	 	By:	 /s/ Jacob Elder
	 	 	Name: Jacob Elder
	 	 	Title:   Authorized Signatory



  






    [Signature Page to Credit Agreement]