EXHIBIT
10.1


 


AMENDMENT
NO. 14 TO THIRD AMENDED AND RESTATED CREDIT AND

GUARANTY AGREEMENT


 


AMENDMENT NO.
14 TO THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of March 21, 2017 (this “Amendment”),
by and among VALEANT PHARMACEUTICALS INTERNATIONAL, INC., a corporation continued under the laws of the Province of British Columbia
(the “Borrower”), the Guarantors party hereto and BARCLAYS BANK PLC, as Administrative Agent (in such capacity,
the “Administrative Agent”) and on behalf of the Requisite Lenders, as Collateral Agent (in such capacity,
the “Collateral Agent”) and as the Additional Series F-3 Tranche B Term Loan Lender (as defined below).


 


W
I T N E S S E T H:


 


WHEREAS, the
Borrower, the Administrative Agent, the Guarantors party thereto from time to time and each lender from time to time party thereto
(the “Lenders”) have entered into a Third Amended and Restated Credit and Guaranty Agreement, dated as of February
13, 2012 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”) (capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit
Agreement);


 


WHEREAS, the
Borrower and the Guarantors party hereto have requested that the Requisite Lenders and the Administrative Agent, in its capacity
as Administrative Agent and on behalf of the Amendment No. 14 Converting Term Lenders (as defined in Annex I), the Amendment No.
14 Consenting Revolving Lenders (as defined in Annex I) and the Amendment No. 14 Consenting Term Lenders (as defined in Annex
I), collectively constituting the Requisite Lenders, agree to certain amendments in respect of the Credit Agreement; and


 


WHEREAS, the
Borrower and the Guarantors have requested that the Requisite Lenders (including the Amendment No. 14 Consenting Term Lenders
and the Amendment No. 14 Consenting Revolving Lenders) consent to the establishment of a new Class of Tranche B Term Loans under
the Credit Agreement (the “Series F-3 Tranche B Term Loans”), the proceeds of which will be used to repay all
of the outstanding Tranche B Term Loans under the Credit Agreement (other than the Series F Tranche B Term Loans) on the Amendment
Effective Date;


 


WHEREAS, (i)
each Amendment No. 14 Converting Term Lender has agreed, on the terms and conditions set forth herein, to consent to the amendments
to the Credit Agreement as provided in Section 2 below, (ii) each Amendment No. 14 Converting Term Lender that has indicated on
its signature page that it is consenting to convert its Tranche B Term Loans (each such converted Tranche B Term Loan, a “Converted
Term Loan” and, collectively, the “Converted Term Loans”) (other than any Series F Tranche B Term
Loans) into Series F-3 Tranche B Term Loans on the Amendment Effective Date will have up to all of its outstanding Tranche B Term
Loans other than any Series F Tranche B Term Loans (or such lesser amount as may be notified to such Lender by the Administrative
Agent prior to the Amendment Effective Date) converted into a like principal amount of Series F-3 Tranche B Term Loans effective
as of the Amendment Effective Date and (iii) the Additional Series F-3 Tranche B Term Loan Lender has agreed to make an Additional
Series F-3 Tranche B Term Loan (as defined in Exhibit A) pursuant to the Additional Series F-3 Tranche B Term Commitment (as defined
in Exhibit A) in a principal amount equal to $3,060,000,000 minus the principal amount of Converted Term Loans, the proceeds of
which shall be applied to repay in full any Non-Converted Term Loans (as defined in Exhibit A);


 




     


     


    

WHEREAS, (x)
the Series F-3 Tranche B Term Loans (including the Additional Series F-3 Tranche B Term Loans) shall be a fungible increase to
the Series F Tranche B Term Loans outstanding under the Credit Agreement immediately prior to the effectiveness of this Amendment
on the Amendment Effective Date, (y) from and after the Amendment Effective Date, the Series F-3 Tranche B Term Loans (including
the Additional Series F-3 Tranche B Term Loans) shall form part of a single Class with the Series F Tranche B Term Loans outstanding
under the Credit Agreement immediately prior to the effectiveness of this Amendment and shall have identical terms to the Series
F Tranche B Term Loans (as modified by this Amendment on the Amendment Effective Date);


 


WHEREAS each
Amendment No. 14 Consenting Revolving Lender and each Amendment No. 14 Consenting Term Lender has agreed, on the terms and conditions
set forth herein, to consent to the establishment of the Series F-3 Tranche B Term Loans and to the other amendments to the Credit
Agreement as provided in Section 2 below;


 


WHEREAS, the
Amendment No. 14 Converting Term Lenders, the Amendment No. 14 Consenting Revolving Lenders and the Amendment No. 14 Consenting
Term Lenders, collectively constituting the Requisite Lenders, have authorized the Administrative Agent to enter into this Amendment
on behalf of the Requisite Lenders, and the Administrative Agent has agreed to this Amendment, in its capacity as Administrative
Agent and on behalf of the Requisite Lenders, on the terms and conditions set forth herein.


 


NOW, THEREFORE,
in consideration of the foregoing premises, the terms and conditions stated herein and other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree as follows:


 


1.                 
Consent of Requisite Lenders; Lender Signature Pages. Each Lender that executes and delivers a Consenting Lender
Agreement in substantially the form attached hereto as Annex I (a “Consenting Lender”) hereby irrevocably agrees
to the terms of this Amendment with respect to all of such Consenting Lender’s Loans and Commitments and authorizes the
Administrative Agent to enter into this Amendment on behalf of such Consenting Lender. Such agreement and authorization shall
be irrevocably binding on any subsequent transferees, participants, successors and assigns with respect to such Loans and Commitments.
Each Lender further agrees that it shall not be entitled to receive a copy of any other Lender’s signature page to this
Amendment No. 14, but agrees that a copy of such signature page may be delivered to the Borrower and the Administrative Agent.


 


2.                 
Amendments to Credit Agreement. The Administrative Agent hereby agrees, in its capacity as Administrative Agent
and on behalf of the Requisite Lenders, that the Credit Agreement is, effective as of the Amendment Effective Date (as defined
below), hereby amended pursuant to Section 10.5 of the Credit Agreement, to (i) delete the stricken text (indicated textually
in the same manner as the following example: stricken text) and to add the double-underlined
text (indicated textually in the same manner as the following example: double-underlined
text) as set forth in the Credit Agreement attached as Exhibit A hereto and (ii) replace Annex A to Exhibit
C of the Credit Agreement with Exhibit B hereto. For the avoidance of doubt, this Amendment shall be a Credit Document
for purposes of the Credit Agreement.


 


3.                 
Effectiveness. This Amendment shall become effective as of the date (the “Amendment Effective Date”)
on which each of the following conditions precedent have been fulfilled to the reasonable satisfaction of (or waived by) the Administrative
Agent:


 


(i)              
The Administrative Agent shall have received (x) executed counterparts of this Amendment duly executed and delivered by
the Borrower and the Administrative Agent and; (y)


 




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Consenting
Lender Agreements executed and delivered by the Amendment No. 14 Converting Term Lenders, the Amendment No. 14 Consenting Revolving
Lenders and the Amendment No. 14 Consenting Term Lenders, which collectively constitute the Requisite Lenders, and by the Additional
Series F-3 Tranche B Term Loan Lender.


 


(ii)              
(x) The Borrower shall pay to the Administrative Agent on the Amendment Effective Date, for the account of each Amendment
No. 14 Converting Term Lender and the Additional Series F-3 Tranche B Term Loan Lender, as fee compensation for the commitment
of such Amendment No. 14 Converting Term Lender and/or the Additional Series F-3 Tranche B Term Loan Lender, as applicable, to
make a Converted Term Loan and/or Additional Series F-3 Tranche B Term Loan, as applicable, a closing fee in an amount equal to
0.25% of the aggregate principal amount of such Amendment No. 14 Converting Term Lender and/or the Additional Series F-3 Tranche
B Term Loan Lender’s Converted Term Loan or Additional Series F-3 Tranche B Term Loan, as applicable, which is actually
funded on the Amendment Effective Date, (y) The Administrative Agent shall have received from the Borrower, a non-refundable fee
(the “Consent Fee”), for the account of each Lender holding Revolving Commitments and/or Series F Tranche B Term Loans
that has delivered an executed Consenting Lender Agreement prior to 4:00 p.m. (New York City time) on Thursday, March 9, 2017
(the “Consent Deadline”) equal to 0.25% of the aggregate principal amount of outstanding Series F Tranche B Term Loans
and Revolving Commitments, as applicable, held by such Lender immediately prior to giving effect to this Amendment, such Consent
Fee to be payable on, and subject to the occurrence of, the Amendment Effective Date.


 


(iii)              
The Administrative Agent shall have received from the Borrower reimbursement for all reasonable and invoiced out-of-pocket
fees and expenses owed to the Administrative Agent or the Amendment No. 14 Arrangers in connection with this Amendment and the
transactions contemplated hereby, including the reasonable fees, charges and disbursements of counsel.


 


(iv)              
The Administrative Agent shall have received an officer’s certificate from the Borrower including a representation
by a Responsible Officer that (i) no Default or Event of Default exists and is continuing on the date hereof and (ii) all representations
and warranties contained in the Credit Agreement and in this Amendment are true and correct in all material respects on and as
of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which
case they shall be true and correct in all material respects as of such earlier date (provided that representations and
warranties that are qualified by materiality shall be true and correct in all respects).


 


(v)              
The Administrative Agent shall have received the favorable written opinions of Davis Polk & Wardwell LLP, U.S. counsel
to the Credit Parties, and favorable opinions of such other counsel as reasonably requested by the Administrative Agent, together
with such certificates, resolutions and other documents of the Credit Parties reasonably requested by the Administrative Agent
in connection with this Amendment.


 


(vi)              
Prior to or concurrently with the effectiveness of this Amendment, (i) the outstanding principal amount of each of the
Tranche A Term Loans, the Series C-2 Tranche B Term Loans, the Series D-2 Tranche B Term Loans and the Series E-1 Tranche B Term
Loans shall be no greater than $0 and (ii) no less than $600,000,000 of the Borrower's 6.75% Senior Notes due 2018 shall have
been repurchased or selected for redemption through any combination of (x) payment for cash, (y) deposit with the trustee for
such notes of funds sufficient for redemption or (z) delivery to the trustee for such notes of irrevocable notice of redemption.


 




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4.                 
Representation and Warranties. By its execution of this Amendment, each Credit Party party hereto hereby represents
and warrants that:


 


(a)this
Amendment has been duly authorized, executed and delivered by it and constitutes a legal, valid and binding obligation of each
Credit Party party hereto, enforceable against such Credit Party in accordance with its terms, except as such enforceability may
be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other Laws affecting creditors’ rights
generally and by general principles of equity;


 


(b)the
execution, delivery and performance by each Credit Party party hereto of this Amendment do not and will not (i) violate (A) any
provision of any Applicable Law, (B) any of the Organizational Documents of the Borrower or any of its Subsidiaries, or (C) any
order, judgment or decree of any court or other agency of government binding on the Borrower or any of its Subsidiaries, except
with respect to clauses (A) and (C) to the extent that such violation could not reasonably be expected to have a Material Adverse
Effect; (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any
Contractual Obligation of the Borrower or any of its Subsidiaries, except to the extent that such conflict, breach or default
could not reasonably be expected to have a Material Adverse Effect; (iii) result in or require the creation or imposition of any
Lien upon any of the properties or assets of the Borrower or any of its Subsidiaries (other than any Liens created under any of
the Credit Documents in favor of Collateral Agent, on behalf of the Secured Parties); or (iv) unless otherwise obtained, require
any approval of stockholders, members or partners or any approval or consent of any Person under any Contractual Obligation of
the Borrower or any of its Subsidiaries, except for any such approval or consent the failure of which to obtain could not reasonably
be expected to have a Material Adverse Effect;


 


(c)each
of the representations and warranties contained in Article 4 of the Credit Agreement is true and correct in all material respects
as of the Amendment Effective Date, except to the extent such representations and warranties specifically relate to an earlier
date, in which case such representations and warranties are true and correct in all material respects on and as of such earlier
date (provided that representations and warranties that are qualified by materiality shall be true and correct in all respects);
and


 


(d)no
Default or Event of Default exists, or will result from the execution of this Amendment.


 


5.                 
Effect on the Credit Agreement; Reaffirmation; No Novation.


 


(a)               
It is the intention of each of the parties hereto that the Credit Agreement be amended pursuant to this Amendment, so as
to preserve the validity, perfection and priority of all Liens securing the Obligations and that, after giving effect to this
Amendment all Obligations (including, the Converted Term Loans and Additional Series F-3 Tranche B Term Loans) shall be secured
by the Collateral and Liens granted under the Collateral Documents and that this Agreement does not constitute a novation or termination
of the Credit Agreement or the other Credit Documents.


 


(b)              
On and after the effectiveness of this Amendment, each reference in the Credit Agreement or any other Credit Document to
“this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement
shall mean and be a reference to the Credit Agreement, as amended by this Amendment.


 




    -4-


     


    

(c)               
This Amendment, the Credit Agreement and the other Credit Documents constitute the entire agreement among the parties hereto
with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written
and verbal, among the parties hereto with respect to the subject matter hereof. Except as expressly set forth herein, this Amendment
shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any
party under, the Credit Agreement, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants
or agreements contained in the Credit Agreement, all of which are ratified and affirmed in all respects and shall continue in
full force and effect. It is understood and agreed that each reference in each Credit Document to the Credit Agreement, whether
direct or indirect, shall hereafter be deemed to be a reference to the Credit Agreement as amended hereby and that this Amendment
is a Credit Document.


 


(d)              
Each Credit Party party hereto (and the Borrower on behalf of each other Credit Party) hereby expressly acknowledges the
terms of this Amendment and affirms or reaffirms, as applicable, as of the date hereof, the covenants and agreements contained
in each Credit Document to which it (or the applicable Credit Party) is a party, including, in each case, such covenants and agreements
as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby.


 


(e)               
Each Credit Party party hereto (and the Borrower on behalf of each other Credit Party), by its signature below, hereby
affirms and confirms, subject to the execution of the documents listed on, and the taking of actions required by, Annex II (within
the time periods prescribed therein) and applicable local law requirements, the execution and/or taking of which within such time
periods are hereby consented to and approved by the Requisite Lenders for all purposes under, and notwithstanding anything to
the contrary in, the Credit Documents (including, for the avoidance of doubt, with respect to the effectiveness of the Collateral
Documents and validity and perfection of Liens pending the execution of such documents and taking of such actions), (i) its (or
the applicable Credit Party’s) obligations under each of the Credit Documents to which it (or the applicable Credit Party)
is a party and (ii) the pledge of and/or grant of a security interest in its (or the applicable Credit Party’s) assets as
Collateral to secure such Obligations, all as provided in the Collateral Documents, and each party hereto acknowledges and agrees
that such guarantee, pledge and/or grant continue in full force and effect in respect of, and to secure, or upon the effectiveness
of any amendment or supplement thereto entered into in connection with this Amendment, will continue in full force and effect
in respect of, and will secure, such Obligations under the Credit Agreement and the other Credit Documents (including, the Converted
Term Loans and Additional Series F-3 Tranche B Term Loans).


 


(f)               
The Administrative Agent and each Lender party hereto hereby consents to an Interest Period for the Additional Series F-3
Tranche B Term Loans beginning on the Amendment Effective Date and ending on the last day of the Interest Period then in effect
with respect to the existing Series F Tranche B Term Loans.


 


6.                 
Post-Closing Matters. The Borrower agrees to (or, if applicable, cause the relevant Credit Party to) comply with
post-closing obligations set forth on Annex II hereto (and in any event within time periods specified in Annex II hereto, which
the Administrative Agent may extend in its reasonable discretion).


 


7.                 
GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. SECTIONS 10.15 AND 10.16 OF THE CREDIT AGREEMENT
ARE HEREBY INCORPORATED BY REFERENCE INTO THIS AMENDMENT AND SHALL APPLY HERETO.


 




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8.                 
Headings. Section headings herein are included herein for convenience of reference only and shall not constitute
a part hereof for any other purpose or be given any substantive effect.


 


9.                 
Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered
shall be deemed an original but all such counterparts together shall constitute but one and the same instrument. Delivery of an
executed counterpart to this Amendment by facsimile transmission or other electronic transmission shall be effective as delivery
of a manually signed counterpart of this Amendment.


 


10.             
Roles.  It is agreed that each of Barclays Bank PLC, Goldman Sachs Lending Partners LLC, Citigroup Global
Markets Inc., Deutsche Bank Securities Inc., JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc., RBC Capital Markets
and DNB Markets, Inc. (in each case, together with their respective designated affiliates) will act as Joint Lead Arranger and
Joint Bookrunner and each of HSBC Securities (USA) Inc. and TD Securities (USA) LLC (in each case, together with their respective
designated affiliates) will act as Senior Managing Agent, in each case, for the Converted Term Loans and Additional Series F-3
Tranche B Term Loans (collectively, the “Amendment No. 14 Arrangers”) and shall be deemed Agents for all purposes
of the Credit Agreement.


 


[Signature
Pages Follow]


 




    -6-


     


    

	 	Very truly yours,
	 	 
	 	VALEANT PHARMACEUTICALS INTERNATIONAL, INC.
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


 


 


 


[Signature
Page to Credit Agreement Amendment No. 14] 




     


     


    

	 	GUARANTORS:
	 	 
	 	VALEANT PHARMACEUTICALS 

        INTERNATIONAL, INC. 

	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


    


 


	 	VALEANT PHARMACEUTICALS INTERNATIONAL
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


     


 


	 	BAUSCH & LOMB INCORPORATED
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


     


 


	 	BAUSCH & LOMB HOLDINGS INCORPORATED
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


   


 


	 	SOLTA MEDICAL, INC.
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


 


 


 


 


 


[Signature
Page to Credit Agreement Amendment No. 14] 




     


     


    

	 	ATON PHARMA, INC.
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


     


 


	 	CORIA LABORATORIES, LTD.
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


   


 


	 	DOW PHARMACEUTICAL SCIENCES, INC.
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


   


 


	 	OBAGI MEDICAL PRODUCTS, INC.
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


   


 


	 	OMP, INC.
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


   


 


	 	ONPHARMA INC.
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


 


 


 


[Signature
Page to Credit Agreement Amendment No. 14] 




     


     


    

	 	HYTHE PROPERTY INCORPORATED
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Director


 


 


 


[Signature
Page to Credit Agreement Amendment No. 14] 




     


     


    

	 	VALEANT PHARMACEUTICALS NOMINEE BERMUDA
	 	 
	 	 
	 	By:	/s/ Graham Jackson
	 	 	Name:	Graham Jackson
	 	 	Title:	Director


 


 


 


 


[Signature
Page to Credit Agreement Amendment No. 14] 




     


     


    

	 	PROBIÓTICA LABORATÓRIOS LTDA.
	 	 
	 	 
	 	By:	/s/ Marcelo Noll Barboza
	 	 	Name:	Marcelo Noll Barboza
	 	 	Title:	Officer


   


 


	 	 
	 	 
	 	By:	/s/ Waldir Allan Kardec Bonetti
	 	 	Name:	Waldir Allan Kardec Bonetti
	 	 	Title:	Officer





 


 


 


[Signature
Page to Credit Agreement Amendment No. 14] 




     


     


    

	 	TECHNOLAS PERFECT VISION, INC.
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Treasurer


     


 


	 	BAUSCH & LOMB PHARMA HOLDINGS CORP.
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Treasurer


   


 


	 	BAUSCH & LOMB CHINA, INC.
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Treasurer


   


 


	 	BAUSCH & LOMB SOUTH ASIA, INC.
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Treasurer


    


 


	 	BAUSCH & LOMB TECHNOLOGY CORPORATION
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Treasurer


 


 


 


 


[Signature
Page to Credit Agreement Amendment No. 14] 




     


     


    

	 	RHC HOLDINGS, INC.
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Treasurer


  


 


	 	SIGHT SAVERS, INC.
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Treasurer


   


 


	 	BAUSCH & LOMB INTERNATIONAL, INC.
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Treasurer


    


 


	 	BAUSCH & LOMB REALTY CORPORATION
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Treasurer


    


 


	 	ISTA PHARMACEUTICALS, LLC
	 	 
	 	 
	 	By: Bausch & Lomb Pharma Holdings Corporation, its member
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Treasurer


 


 


 


 


[Signature
Page to Credit Agreement Amendment No. 14] 




     


     


    

	 	VRX HOLDCO, LLC
	 	 
	 	 
	 	By: Bausch & Lomb Incorporated, one of its members
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


 


 


 


 


[Signature
Page to Credit Agreement Amendment No. 14] 




     


     


    

	 	VALEANT CANADA GP LIMITED
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer```````````


   


 


	 	VALEANT CANADA S.E.C./VALEANT CANADA LP
	 	 
	 	By: Valeant Canada GP Limited, its general partner
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer```````````


   


 


	 	V-BAC HOLDING CORP.
	 	 
	 	 
	 	By:	/s/ Jeremy Lipshy
	 	 	Name:	Jeremy Lipshy
	 	 	Title:	Vice President


    


 


	 	0938638 B.C. ULC
	 	 
	 	 
	 	By:	/s/ D. Alexander Matheson
	 	 	Name:	D. Alexander Matheson
	 	 	Title:	Assistant Secretary


 


 


 


 


[Signature
Page to Credit Agreement Amendment No. 14] 




     


     


    

	 	MEDICIS PHARMACEUTICAL CORPORATION
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


    


 


	 	OCEANSIDE PHARMACEUTICALS, INC.
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


    


 


	 	DR. LEWINN’S PRIVATE FORMULA INTERNATIONAL, INC.
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


    


 


	 	PRINCETON PHARMA HOLDINGS, LLC
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


     


 


	 	PRIVATE FORMULA CORP.
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


   


 


	 	RENAUD SKIN CARE LABORATORIES, INC.
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


 


 


 


 


 


[Signature
Page to Credit Agreement Amendment No. 14] 




     


     


    

	 	VALEANT BIOMEDICALS, INC.
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


   


 


	 	VALEANT PHARMACEUTICALS NORTH AMERICA LLC
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


   


 


	 	BIOVAIL AMERICAS CORP.
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


  


 


	 	ORAPHARMA, INC.
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


   


 


	 	ORAPHARMA TOPCO HOLDINGS, INC.
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


   


 


	 	PRESTWICK PHARMACEUTICALS, INC.
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


 


 


 


 


 


[Signature
Page to Credit Agreement Amendment No. 14] 




     


     


    

	 	SALIX PHARMACEUTICALS, LTD.
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


    


 


	 	SALIX PHARMACEUTICALS, INC.
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


    


 


	 	OCEANA THERAPEUTICS, INC.
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


    


 


	 	SANTARUS, INC.
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


    


 


	 	INKINE PHARMACEUTICAL COMPANY, INC.
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


    


 


	 	COVELLA PHARMACEUTICALS, INC.
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


 


 


 


 


[Signature
Page to Credit Agreement Amendment No. 14] 




     


     


    

	 	BIOVAIL INTERNATIONAL S.Á.R.L.
	 	 
	 	 
	 	By:	/s/ Frank Deconinck
	 	 	Name:	Frank Deconinck
	 	 	Title:	Manager


   


 


	 	VALEANT PHARMACEUTICALS LUXEMBOURG S.Á.R.L.
	 	 
	 	 
	 	By:	/s/ Frank Deconinck
	 	 	Name:	Frank Deconinck
	 	 	Title:	Manager


   


 


	 	VALEANT INTERNATIONAL LUXEMBOURG S.Á.R.L.
	 	 
	 	 
	 	By:	/s/ Frank Deconinck
	 	 	Name:	Frank Deconinck
	 	 	Title:	Manager


   


 


	 	BAUSCH & LOMB LUXEMBOURG S.Á.R.L.
	 	 
	 	 
	 	By:	/s/ Frank Deconinck
	 	 	Name:	Frank Deconinck
	 	 	Title:	Manager


    


 


	 	VALEANT FINANCE LUXEMBOURG S.À R.L.
	 	 
	 	 
	 	By:	/s/ Frank Deconinck
	 	 	Name:	Frank Deconinck
	 	 	Title:	Manager


    


 


	 	VALEANT HOLDINGS LUXEMBOURG S.À R.L.
	 	 
	 	 
	 	By:	/s/ Frank Deconinck
	 	 	Name:	Frank Deconinck
	 	 	Title:	Manager


 


 


 


 


 


[Signature
Page to Credit Agreement Amendment No. 14] 




     


     


    

	 	LABORATOIRE CHAUVIN S.A.S.
	 	 
	 	 
	 	By:	/s/ Linda LaGorga
	 	 	Name:	Linda  LaGorga
	 	 	Title:	General Manager


   


 


	 	BAUSCH & LOMB FRANCE S.A.S.
	 	 
	 	 
	 	By:	/s/ Linda LaGorga
	 	 	Name:	Linda LaGorga
	 	 	Title:	General Manager


   


 


	 	BCF S.A.S.
	 	 
	 	 
	 	By:	/s/ Linda ALaGorga
	 	 	Name:	Linda  LaGorga
	 	 	Title:	General Manager


 


 


 


 


[Signature
Page to Credit Agreement Amendment No. 14] 




     


     


    

	 	VALEANT PHARMA HUNGARY LLC
	 	 
	 	 
	 	By:	/s/ István Langer
	 	 	Name:	István Langer
	 	 	Title:	General Manager


   


 


	 	VALEANT PHARMA HUNGARY LLC
	 	 
	 	 
	 	By:	/s/ Zoltán Gábor
	 	 	Name:	Zoltán Gábor
	 	 	Title:	Finance Director


 


 


 


 


 


[Signature
Page to Credit Agreement Amendment No. 14] 




     


     


    

	 	VALEANT PHARMACEUTICALS IRELAND
	 	 
	 	 
	 	By:	/s/ Graham Jackson
	 	 	Name:	Graham Jackson
	 	 	Title:	Director


   


 


	 	VALEANT HOLDINGS IRELAND
	 	 
	 	 
	 	By:	/s/ Graham Jackson
	 	 	Name:	Graham Jackson
	 	 	Title:	Director


 


 


 


 


[Signature
Page to Credit Agreement Amendment No. 14] 




     


     


    

	 	B.L.J. COMPANY, LTD.
	 	 
	 	 
	 	By:	/s/ Linda LaGorga
	 	 	Name:	Linda LaGorga
	 	 	Title:	Director


 


 


 


 


[Signature
Page to Credit Agreement Amendment No. 14] 




     


     


    

	 	AB SANITAS
	 	 
	 	 
	 	By:	/s/ Karol Michalak
	 	 	Name:	Karol Michalak
	 	 	Title:	General Manager


 


 


 


 


[Signature
Page to Credit Agreement Amendment No. 14] 




     


     


    

	 	UCYCLYD PHARMA, INC.
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


 


 


 


 


[Signature
Page to Credit Agreement Amendment No. 14] 




     


     


    

	 	VALEANT EUROPE B.V.
	 	 
	 	 
	 	By:	/s/ István Elek Langer
	 	 	Name:	István Elek Langer
	 	 	Title:	Attorney-in-fact


   


 


	 	BAUSCH+LOMB OPS B.V.
	 	 
	 	 
	 	By:	/s/ Patrick Emanuel Petrus Jacobus Günther
	 	 	Name:	Patrick Emanuel Petrus Jacobus Günther
	 	 	Title:	Attorney-in-fact


 


 


 


 


 


[Signature
Page to Credit Agreement Amendment No. 14] 




     


     


    

	 	PRZEDSIĘBIORSTWO FARMACEUTYCZNE JELFA S.A.
	 	 
	 	 
	 	By:	/s/ Marcin Wnukowski
	 	 	Name:	Marcin Wnukowski
	 	 	Title:	Attorney-in-Fact


    


 


	 	VALEANT SP.Z O. O.
	 	 
	 	 
	 	By:	/s/ Marcin Wnukowski
	 	 	Name:	Marcin Wnukowski
	 	 	Title:	Attorney-in-Fact


   


 


	 	VP VALEANT SP. Z O.O.SP.J.
	 	 
	 	 
	 	By:	/s/ Marcin Wnukowski
	 	 	Name:	Marcin Wnukowski
	 	 	Title:	Attorney-in-Fact


  


 


	 	VALEANT SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ SP.J.
	 	 
	 	 
	 	By:	/s/ Marcin Wnukowski
	 	 	Name:	Marcin Wnukowski
	 	 	Title:	Attorney-in-Fact


 


 


 


 


 


[Signature
Page to Credit Agreement Amendment No. 14] 




     


     


    

	 	PHARMASWISS D.O.O.
	 	 
	 	By:	/s/ Aljoša Tovornik
	 	 	Name:	Aljoša Tovornik
	 	 	Title:	Director


 


 


 


 


 


[Signature
Page to Credit Agreement Amendment No. 14] 




     


     


    

	 	INOVA PHARMACEUTICALS PROPRIETARY LIMITED
	 	 
	 	By:	/s/ Linda  LaGorga
	 	 	Name:	Linda  LaGorga
	 	 	Title:	Director


 





 


 


 


 


[Signature
Page to Credit Agreement Amendment No. 14] 




     


     


    

	 	PHARMASWISS SA
	 	 
	 	By:	/s/ Matthias Courvoisier
	 	 	Name:	Matthias Courvoisier
	 	 	Title:	Director


   


 


	 	BAUSCH & LOMB SWISS AG
	 	 
	 	By:	/s/ Matthias Courvoisier
	 	 	Name:	Matthias Courvoisier
	 	 	Title:	Member of the Board of Directors


 


 


 


 


 


[Signature
Page to Credit Agreement Amendment No. 14] 




     


     


    

	 	Executed by Bausch & Lomb
    U.K. LIMITED, acting by:
	 	 
	 	/s/ Linda A. LaGorga
	 	Director
	 	 
	 	Name of director: Linda
A. LaGorga 

        in the presence of: 

	 	 
	 	 
	 	/s/ Deborah Saltarella
	 	Name of witness:


 


 


 


 


 


[Signature
Page to Credit Agreement Amendment No. 14] 




     


     


    

	 	BAUSCH & LOMB IOM S.P.A.
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Director


 


 


 


 


 


[Signature
Page to Credit Agreement Amendment No. 14] 




     


     


    

	SIGNED for and on behalf	)	 	 
	of VALEANT PHARMACEUTICALS NEW ZEALAND LIMITED 	)

        

        )

         
	/s/ Linda A. LaGorga	/s/ Joseph Basile
	 	 	Name:Linda A. LaGorga

    Title:Director	Name:Joseph Basile

    Title:Director


 


 


 


 


 


[Signature
Page to Credit Agreement Amendment No. 14]







     


     


    

	 	INOVA PHARMACEUTICALS (SINGAPORE) PTE LIMITED
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Director


 


 


 


 


 


[Signature
Page to Credit Agreement Amendment No. 14] 




     


     


    

	 	BAUSCH & LOMB NORDIC AB
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Director


 


 


 


 


[Signature
Page to Credit Agreement Amendment No. 14] 




     


     


    

	 	VALEANT LLC
	 	 
	 	 
	 	By:	/s/ John Connolly
	 	 	Name:	John Connolly
	 	 	Title:	General Director


 


 


 


 


[Signature
Page to Credit Agreement Amendment No. 14] 




     


     


    

	 	DR. GERHARD MANN CHEM.-PHARM. FABRIK GESELLSCHAFT MIT BESCHRÄNKTER HAFTUNG
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Managing Director


  


 


	 	CHAUVIN ANKERPHARM GMBH
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Managing Director


    


 


	 	BAUSCH & LOMB GMBH
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Managing Director


    


 


	 	BLEP EUROPE GMBH
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Managing Director


    


 


	 	B L E P HOLDING GMBH
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Managing Director


    


 


	 	TECHNOLAS PERFECT VISION GMBH
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Managing Director


 


 


 


[Signature
Page to Credit Agreement Amendment No. 14] 




     


     


    

	 	BAUSCH & LOMB MEXICO, S.A. DE C.V.
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


 


 


  


 


[Signature
Page to Credit Agreement Amendment No. 14] 




     


     


    

	 	VALEANT
PHARMA 

	 	 
	 	 
	 	By:	/s/ Alexey Selskov
	 	 	Name:	Alexey Selskov
	 	 	Title:	General Director


 


 


 


 


[Signature
Page to Credit Agreement Amendment No. 14] 




     


     


    

	 	BAUSCH & LOMB PHARMA SA
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Director


 


 


 


 


[Signature
Page to Credit Agreement Amendment No. 14] 




     


     


    

	 	HUMAX PHARMACEUTICAL S.A.
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Director


 


 


 


 


[Signature
Page to Credit Agreement Amendment No. 14] 




     


     


    

	 	PRECISION DERMATOLOGY, INC.
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


    


 


	 	ECR PHARMACEUTICALS CO., INC.
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


    


 


	 	DENDREON PHARMACEUTICALS, INC.
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


 


 


 


 


[Signature
Page to Credit Agreement Amendment No. 14] 




     


     


    

	 	SPROUT PHARMACEUTICALS, INC.
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President, Chief Financial Officer and Treasurer


  


 


	 	SYNERGETICS USA, INC.
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President, Chief Financial Officer and Treasurer


  


 


	 	UNILENS VISION INC.
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


   


 


	 	COMMONWEALTH LABORATORIES, LLC
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


   


 


	 	ALDEN OPTICAL LABORATORIES, INC.
	 	 
	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Treasure


 


 


 


 


[Signature
Page to Credit Agreement Amendment No. 14] 




     


     


    

	4	KIKA LP

        By: Valeant sp. z.o.o.,
in its capacity as General Partner 

	 	 
	 	 
	 	By:	/s/ Tadeusz Pietrasz
	 	 	Name:	Tadeusz Pietrasz
	 	 	Title:	Member of the Management Board of Valeant sp. z.o.o
	 	 	 	 


 


 


 


 


[Signature
Page to Credit Agreement Amendment No. 14] 




     


     


    

	

    Signed by	 	 
	Valeant Holdco 2 Pty Ltd (ACN 154 341 367)	 	 
	in accordance with section 127 of the Corporations Act 2001 by two directors:	 	 
	 	 	 
	 	 	 
	/s/ Joseph Peter Basile	 	/s/ Linda A. LaGorga
	Signature of director	 	Signature of director
	 	 	 
	Joseph Peter Basile	 	Linda A. LaGorga
	 	 	 
	Name of director (please print)	 	Name of director (please print)



 


 


 

	Signed by	 	 
	Wirra Holdings Pty Limited (ACN 122 216 577)	 	 
	in accordance with section 127 of the Corporations Act 2001 by two directors:	 	 
	 	 	 
	 	 	 
	/s/ Joseph Peter Basile	 	/s/ Linda A. LaGorga
	Signature of director	 	Signature of director
	 	 	 
	Joseph Peter Basile	 	Linda A. LaGorga
	 	 	 
	Name of director (please print)	 	Name of director (please print)



 


 


 

	Signed by	 	 
	Wirra Operations Pty Limited (ACN 122 250 088)	 	 
	in accordance with section 127 of the Corporations Act 2001 by two directors:	 	 
	 	 	 
	 	 	 
	/s/ Joseph Peter Basile	 	/s/ Linda A. LaGorga
	Signature of director	 	Signature of director
	 	 	 
	Joseph Peter Basile	 	Linda A. LaGorga
	 	 	 
	Name of director (please print)	 	Name of director (please print)


  


 


 


 


 


[Signature
Page to Amendment No. 14] 




     


     


    

	Signed by	 	 
	iNova Pharmaceuticals (Australia) Pty Limited (ACN 000 222 408)	 	 
	in accordance with section 127 of the Corporations Act 2001 by two directors:	 	 
	 	 	 
	 	 	 
	/s/ Joseph Peter Basile	 	/s/ Linda A. LaGorga
	Signature of director	 	Signature of director
	 	 	 
	Joseph Peter Basile	 	Linda A. LaGorga
	 	 	 
	Name of director (please print)	 	Name of director (please print)


 


 


 


	Signed by	 	 
	Wirra IP Pty Limited (ACN 122 536 350)	 	 
	in accordance with section 127 of the Corporations Act 2001 by two directors:	 	 
	 	 	 
	 	 	 
	/s/ Joseph Peter Basile	 	/s/ Linda A. LaGorga
	Signature of director	 	Signature of director
	 	 	 
	Joseph Peter Basile	 	Linda A. LaGorga
	 	 	 
	Name of director (please print)	 	Name of director (please print)


   


 


 


 


 


 


[Signature
Page to Credit Agreement Amendment No. 14] 




     


     


    

	Signed by	 	 
	Valeant Pharmaceuticals Australasia Pty Limited (ACN 001 083 352)	 	 
	in accordance with section 127 of the Corporations Act 2001 by a director and
    secretary/director:	 	 
	 	 	 
	 	 	 
	/s/ Joseph Peter Basile	 	/s/ Linda A. LaGorga
	Signature of director	 	Signature of director/secretary
	 	 	 
	Joseph Peter Basile	 	Linda A. LaGorga
	 	 	 
	Name of director (please print)	 	Name of director/secretary (please print)


 


 


 


	Signed by	 	 
	DermaTech Pty Limited (ACN 003 982 161)	 	 
	in accordance with section 127 of the Corporations Act 2001 by a director and
    secretary/director:	 	 
	 	 	 
	 	 	 
	/s/ Joseph Peter Basile	 	/s/ Linda A. LaGorga
	Signature of director	 	Signature of director/secretary
	 	 	 
	Joseph Peter Basile	 	Linda A. LaGorga
	 	 	 
	Name of director (please print)	 	Name of director/secretary (please print)


 


 


 


	Signed by	 	 
	Private Formula International Holdings Pty Ltd (ACN 095 450 918)	 	 
	in accordance with section 127 of the Corporations Act 2001 by a director and
    secretary/director:	 	 
	 	 	 
	 	 	 
	/s/ Joseph Peter Basile	 	/s/ Linda A. LaGorga
	Signature of director	 	Signature of director/secretary
	 	 	 
	Joseph Peter Basile	 	Linda A. LaGorga
	 	 	 
	Name of director (please print)	 	Name of director/secretary (please print)


   


 


 


 


 


 


 [Signature
Page to Credit Agreement Amendment No. 14] 




     


     


    

	Signed by	 	 
	Private Formula International Pty Ltd (ACN 095 451 442)	 	 
	in accordance with section 127 of the Corporations Act 2001 by a director and
    secretary/director:	 	 
	 	 	 
	 	 	 
	/s/ Joseph Peter Basile	 	/s/ Linda A. LaGorga
	Signature of director	 	Signature of director/secretary
	 	 	 
	Joseph Peter Basile	 	Linda A. LaGorga
	 	 	 
	Name of director (please print)	 	Name of director/secretary (please print)


 


 


 


	Signed by	 	 
	Ganehill Pty Ltd (ACN 065 261 538)	 	 
	in accordance with section 127 of the Corporations Act 2001 by a director and
    secretary/director:	 	 
	 	 	 
	 	 	 
	/s/ Joseph Peter Basile	 	/s/ Linda A. LaGorga
	Signature of director	 	Signature of director/secretary
	 	 	 
	Joseph Peter Basile	 	Linda A. LaGorga
	 	 	 
	Name of director (please print)	 	Name of director/secretary (please print)


 


 


 


 


[Signature
Page to Credit Agreement Amendment No. 14] 




     


     


    

	Signed by	 	 
	Bausch & Lomb (Australia) Pty Ltd (ACN: 000 650 251)  	 	 
	in accordance with section 127 of the Corporations Act 2001 by a director and
    secretary/director:	 	 
	 	 	 
	 	 	 
	/s/ Joseph Peter Basile	 	/s/ Linda A. LaGorga
	Signature of director	 	Signature of director/secretary
	 	 	 
	Joseph Peter Basile	 	Linda A. LaGorga
	 	 	 
	Name of director (please print)	 	Name of director/secretary (please print)


 


 


 


 


 


[Signature
Page to Credit Agreement Amendment No. 14] 




     


     


    

ANNEX I


 


CONSENTING
LENDER AGREEMENT


 


Reference is
hereby made to the AMENDMENT NO. 14 TO THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of March 21, 2017 (the
“Amendment”; capitalized terms used herein and not otherwise defined herein shall have the respective meanings
given to them in the Amendment), by and among VALEANT PHARMACEUTICALS INTERNATIONAL, INC., a corporation continued under the laws
of the Province of British Columbia (the “Borrower”) and BARCLAYS BANK PLC, in its capacities as Administrative
Agent and Collateral Agent and on behalf of the Requisite Lenders.


 


The undersigned
hereby agrees that this Consenting Lender Agreement shall be binding upon the undersigned and each of its transferees, successors
and any participants and assignees of its Loans or Revolving Commitments under the Credit Agreement and may not be revoked or
withdrawn and directs the Administrative Agent to execute the Amendment on its behalf. This Consenting Lender Agreement shall
be irrevocable.


 


IN WITNESS
WHEREOF, the undersigned has caused this Consenting Lender Agreement to be executed and delivered by a duly authorized officer
as of the date first written above.


 


Series C-2 Tranche B Term
Loans, Series D-2 Tranche B Term Loans or Series E-1 Tranche B Term Loans


 


		☐	Consent and Convert
                                         (Cashless Roll Option): The undersigned (each an “Amendment No. 14 Converting
                                         Term Lender”) hereby (x) irrevocably and unconditionally consents to the Amendment
                                         and agrees to the conversion of the full principal amount (or such lesser amount as notified
                                         to the undersigned by the Administrative Agent prior to the Amendment Effective Date)
                                         of its existing Tranche B Term Loans (other than any Series F Tranche B Term Loans) to
                                         a like principal amount of Series F-3 Tranche B Term Loan effective as of the Amendment
                                         Effective Date and (y) represents it is a Lender under the Credit Agreement.



 


		☐	Consent and Reallocation:
                                         The undersigned (each, an “Amendment No. 14 Consenting Term Lender”
                                         and, together with any Lender executing the “Consent Only” option below,
                                         collectively, the “Amendment No. 14 Consenting Term Lenders”) hereby
                                         (x) irrevocably and unconditionally (a) consents to the Amendment and the prepayment
                                         of the full principal amount of its existing Tranche B Term Loans (other than any Series
                                         F Tranche B Term Loans) and (b) agrees to purchase by way of assignment from the Additional
                                         Series F-3 Tranche B Term Lender in accordance with the terms of the Credit Agreement
                                         (as amendment by Amendment No. 14), Additional Series F-3 Tranche B Term Loans in a principal
                                         amount equal to the principal amount of its existing Tranche B Term Loans prepaid (or
                                         such lesser amount as notified and allocated to the undersigned by the Administrative
                                         Agent, as determined by the Borrower and the Administrative Agent in their sole discretion)
                                         and (y) represents it is a Lender under the Credit Agreement.



 


Series
F Tranche B Term Loans


 


	☐		Consent Only: The undersigned
                                         (x) irrevocably and unconditionally consents to the Amendment and (y) represents it is
                                         a Lender under the Credit Agreement.



 




     


     


    

Revolving Lenders


 


		☐	The undersigned Lender (each an “Amendment
                                         No. 14 Consenting Revolving Lender”) hereby (x) irrevocably and unconditionally
                                         approves the Amendment and (y) represents it is a Lender under the Credit Agreement and
                                         as of the Amendment Effective Date has Revolving Exposure.



 


	 	 
	 	(Name of Institution including branch if applicable)



 


 

	 	By:	 
	 	 	Name:
	 	 	Title



 


 

	 	If a second signature is necessary:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title


 


Name
of Fund Manager (if any):__________________


 


Current
Holdings: _________________________1


 



 


 


 


 


 


__________________ 


		1	Identify
                                         current holdings (with separate entries for each tranche of Loans or Commitments).



 




     


     


    

ANNEX II


 


POST-CLOSING
MATTERS


 




     


     


    










 


 





 





	 	 	adjusted
MARKED VERSION REFLECTING CHANGES PURSUANT TO AMENDMENT NO. 1314
	 	 	ADDED TEXT SHOWN UNDERSCORED
	 	 	DELETED TEXT SHOWN STRIKETHROUGH
	 	 	 
	 	 	 



 



THIRD AMENDED AND RESTATED CREDIT AND
GUARANTY AGREEMENT1



dated as of February 13, 2012



among



VALEANT PHARMACEUTICALS INTERNATIONAL, INC., 

as Borrower,



CERTAIN SUBSIDIARIES OF VALEANT PHARMACEUTICALS INTERNATIONAL, INC.,

as Guarantors,



VARIOUS LENDERS FROM TIME TO TIME PARTY HERETO,



GOLDMAN SACHS LENDING PARTNERS LLC, J.P. MORGAN SECURITIES LLC and

MORGAN STANLEY SENIOR FUNDING, INC.,

as Joint Lead Arrangers and Joint Bookrunners,



JPMorgan CHASE BANK, N.A., and MORGAN STANLEY SENIOR FUNDING, INC.

as Co-Syndication Agents



JPMorgan CHASE BANK, N.A.,

as Issuing Bank



BARCLAYS BANK PLC,

as Administrative Agent and Collateral Agent,



and



RBC CAPITAL MARKETS, DNB BANK ASA, 

The Bank of Nova Scotia and SunTrust
Bank,

as Co-Documentation Agents

________________________________________________________



$15,475,000,0008,416,220,041.96
Senior Secured Credit Facilities

________________________________________________________


 





 



 


		1	Conformed to reflect Amendment No. 1, dated as of March 6, 2012, Amendment No. 2, dated as of September 10, 2012,
                                                                                                                                                      Amendment No. 3, dated as of January 24, 2013, Amendment No. 4, dated as of February 21, 2013, Amendment No. 5, dated as of
                                                                                                                                                      June 6, 2013, Amendment No. 6, dated as of June 26, 2013, Amendment No. 7, dated as of September 17, 2013, Amendment No. 8,
                                                                                                                                                      dated as of December 20, 2013, the Successor Agent Agreement and Amendment No. 9, dated as of January 8, 2015, Amendment No.
                                                                                                                                                      10, dated as of March 5, 2015, Amendment No. 11, dated as of May 29, 2015, Amendment No. 12 and Waiver, dated as of April 11,
                                                                                                                                                      2016, Amendment No. 13, dated as of August 23, 2016, Amendment No.
                                                                                                                                                      14, dated as of March 21, 2017, the Joinder Agreement, dated as of June 14, 2012, the Joinder Agreement, dated as
                                                                                                                                                      of July 9, 2012, the Joinder Agreement, dated as of September 11, 2012, the Joinder Agreement, dated as of October 2, 2012,
                                                                                                                                                      the Joinder Agreement, dated as of December 11, 2012, the Joinder Agreements, each dated as of August 5, 2013, the Joinders
                                                                                                                                                      Agreements, each dated as of February 6, 2014,


 


 




    


     


    

 


 





	 	 	 the Joinder
Agreements, each dated as of January 22, 2015, the Joinder Agreements, each dated as of April 1, 2015, the Counterpart Agreement,
dated as of July 24, 2015, the Counterpart Agreement, dated as of August 19, 2015, and the Counterpart Agreement, dated as of February
29, 2016. This document is provided for convenience only. In the event of any conflict between this document and the Third Amended
and Restated Credit Agreement, Amendment No. 1, dated as of March 6, 2012, Amendment No. 2, dated as of September 10, 2012, Amendment
No. 3, dated as of January 24, 2013, Amendment No. 4, dated as of February 21, 2013, Amendment No. 5, dated as of June 6, 2013,
Amendment No. 6, dated as of June 26, 2013, Amendment No. 7, dated as of September 17, 2013, Amendment No. 8, dated as of December
20, 2013, the Successor Agent Agreement and Amendment No. 9, dated as of January 8, 2015, Amendment No. 10, dated as of March 5,
2015, Amendment No. 11, dated as of May 29, 2015, Amendment No. 12 and Waiver, dated as of April 11, 2016, Amendment No. 13, dated
as of August 23, 2016, Amendment No. 14, dated as of March 21, 2017,
the Joinder Agreement, dated as of June 14, 2012, the Joinder Agreement, dated as of July 9, 2012, the Joinder Agreement, dated
as of September 11, 2012, the Joinder Agreement, dated as of October 2, 2012, the Joinder Agreement, dated as of December 11, 2012,
the Joinder Agreements, each dated as of August 5, 2013, the Joinder Agreements, each dated as of February 6, 2014, the Joinder
Agreements, each dated as of January 22, 2015, the Joinder Agreements, each dated as of April 1, 2015, the Counterpart Agreement,
dated as of July 24, 2015, the Counterpart Agreement, dated as of August 19, 2015, or the Counterpart Agreement, dated as of February
29, 2016 (collectively, the “Credit Agreement”), except to the extent that the Credit Agreement has been further
amended by the Third Amended and Restated Credit Agreement, Amendment No. 1, dated as of March 6, 2012, Amendment No. 2, dated
as of September 10, 2012, Amendment No. 3, dated as of January 24, 2013, Amendment No. 4, dated as of February 21, 2013, Amendment
No. 5, dated as of June 6, 2013, Amendment No. 6, dated as of June 26, 2013, Amendment No. 7, dated as of September 17, 2013, Amendment
No. 8, dated as of December 20, 2013, the Successor Agent Agreement and Amendment No. 9, dated as of January 8, 2015, Amendment
No. 10, dated as of March 5, 2013, Amendment No. 11, dated as of May 29, 2015, Amendment No. 12 and Waiver, dated as of April 11,
2016, Amendment No. 13, dated as of August 23, 2016, Amendment No. 14,
dated as of March 21, 2017, the Joinder Agreement, dated as of June 14, 2012, the Joinder Agreement, dated as of July
9, 2012, the Joinder Agreement, dated as of September 11, 2012, the Joinder Agreement, dated as of October 2, 2012, the Joinder
Agreement, dated as of December 11, 2012, the Joinder Agreements, each dated as of August 5, 2013, the Joinder Agreements, each
dated as of February 6, 2014, the Joinder Agreements, each dated as of January 22, 2015, the Joinder Agreements, each dated as
of April 1, 2015, the Counterpart Agreement, dated as of July 24, 2015, the Counterpart Agreement, dated as of August 19, 2015
and the Counterpart Agreement, dated as of February 29, 2016, shall control.







 


 


 






    


     


    

 


TABLE OF CONTENTS


 


Page








	SECTION 1.	DEFINITIONS AND INTERPRETATION	2
	 	 	 
	1.1	Definitions	2
	1.2	Accounting Terms	4951
	1.3	Interpretation, etc.	4951
	1.4	Currency Matters	5052
	1.5	Pro Forma Transactions; Covenant Calculations	5052
	1.6	Effect of This Agreement on the Second Amended and Restated Credit Agreement and Other Credit Documents	5152
	1.7	Medicis Transactions	5153
	1.8	Bausch & Lomb Transactions	51;
    Sun Transactions 53
	1.9	Acquisition Escrow Debt Transactions	5153
	 	 	 
	SECTION 2.	LOANS AND LETTERS OF CREDIT	5254
	 	 	 
	2.1	Term Loans	5254
	2.2	Revolving Loans	5254
	2.3	Swing Line Loans	5355
	2.4	Issuance of Letters of Credit and Purchase of Participations Therein.	5557
	2.5	Pro Rata Shares; Availability of Funds	5860
	2.6	Use of Proceeds	5860
	2.7	Evidence of Debt; Register; Lenders’ Books and Records; Notes	5961
	2.8	Interest on Loans	5961
	2.9	Conversion/Continuation	6163
	2.10	Default Interest	6163
	2.11	Fees	6263
	2.12	Scheduled Payments/Commitment Reductions	6567
	2.13	Voluntary Prepayments/Commitment Reductions	6768
	2.14	Mandatory Prepayments	7071
	2.15	Application of Prepayments	7173
	2.16	General Provisions Regarding Payments	7274
	2.17	Ratable Sharing	7375
	2.18	Making or Maintaining Eurodollar Rate Loans	7475
	2.19	Increased Costs; Capital Adequacy	7576
	2.20	Taxes; Withholding, etc.	7677
	2.21	Obligation to Mitigate	7879
	2.22	Defaulting Lenders	7879
	2.23	Removal or Replacement of a Lender	7980
	2.24	Interest Act (Canada)	8081
	2.25	Incremental Facilities	8081
	2.26	Extensions of Loans and Commitments	8284
	SECTION 3.	CONDITIONS PRECEDENT	8486
	3.1	Third Restatement Date	8486
	3.2	Prior Credit Dates	8788
	3.3	Conditions to Each Credit Extension	8788
	SECTION 4.	REPRESENTATIONS AND WARRANTIES	8889
	4.1	Organization; Requisite Power and Authority; Qualification	8889







    i


     


    

 









	4.2	Equity Interests and Ownership	8889
	4.3	Due Authorization	8889
	4.4	No Conflict	8889
	4.5	Governmental Consents	8890
	4.6	Binding Obligation	8890
	4.7	Historical Financial Statements	8990
	4.8	Projections	8990
	4.9	No Material Adverse Change	8990
	4.10	Adverse Proceedings, etc.	8990
	4.11	Payment of Taxes	8991
	4.12	Properties	8991
	4.13	Environmental Matters	9091
	4.14	No Defaults	9092
	4.15	Governmental Regulation	9192
	4.16	Federal Reserve Regulations	9192
	4.17	Employee Matters	9192
	4.18	Employee Benefit Plans	9193
	4.19	Canadian Employee Benefit Plans	9293
	4.20	Solvency	9294
	4.21	Compliance with Statutes, etc.	9294
	4.22	Disclosure	9294
	4.23	PATRIOT Act and PCTFA	93
	4.244.23	Creation, Perfection, etc.	9394
	4.254.24	OFAC Matters	9394
	4.25	Anti-Corruption Laws and Sanctions	94
	SECTION 5.	AFFIRMATIVE COVENANTS	9395
	5.1	Financial Statements and Other Reports	9395
	5.2	Existence	9698
	5.3	Payment of Taxes and Claims	9698
	5.4	Maintenance of Properties	9798
	5.5	Insurance	9798
	5.6	Books and Records; Inspections	9799
	5.7	Lenders Meetings	9899
	5.8	Compliance with Laws	9899
	5.9	Environmental	9899
	5.10	Subsidiaries	99100
	5.11	Additional Material Real Estate Assets	100102
	5.12	Interest Rate Protection	100102
	5.13	Further Assurances	100102
	5.14	Maintenance of Ratings	101102
	5.15	Post-Closing Matters	101102
	5.16	Canadian Employee Benefit Plans	101102
	SECTION 6.	NEGATIVE COVENANTS	101102
	6.1	Indebtedness	101103
	6.2	Liens	104105
	6.3	No Further Negative Pledges	106108
	6.4	Restricted Junior Payments	106108
	6.5	Restrictions on Subsidiary Distributions	108109
	6.6	Investments	108110
	6.7	Financial Covenants	110111
	6.8	Fundamental Changes; Disposition of Assets; Acquisitions	110112



 



    ii


     


    




	6.9	Disposal of Subsidiary Interests	112114
	6.10	Sales and Leasebacks	112114
	6.11	Transactions with Shareholders and Affiliates	112114
	6.12	Conduct of Business	113114
	6.13	Amendments or Waivers with Respect to Subordinated Indebtedness	113115
	6.14	Amendments or Waivers of Organizational Documents	113115
	6.15	Fiscal Year	113115
	6.16	Specified Subsidiary Dispositions	113115
	6.17	Biovail Insurance	113115
	6.18	Establishment of Defined Benefit Plan	113115
	6.19	Use of Proceeds	115
	SECTION 7.	GUARANTY	113115
	7.1	Guaranty of the Obligations	113115
	7.2	Contribution by Guarantors	113115
	7.3	Payment by Guarantors	114115
	7.4	Liability of Guarantors Absolute	114116
	7.5	Waivers by Guarantors	116118
	7.6	Guarantors’ Rights of Subrogation, Contribution, etc.	116118
	7.7	Subordination of Other Obligations	117119
	7.8	Continuing Guaranty	117119
	7.9	Authority of Guarantors or Borrower	117119
	7.10	Financial Condition of Borrower	117119
	7.11	Bankruptcy, etc.	117119
	7.12	Discharge of Guaranty upon Sale of Guarantor	118120
	7.13	Swiss Guarantee Limitations	118120
	SECTION 8.	EVENTS OF DEFAULT	120122
	8.1	Events of Default	120122
	SECTION 9.	AGENTS	122124
	9.1	Appointment of Agents	122124
	9.2	Powers and Duties	122124
	9.3	General Immunity	123125
	9.4	Agents Entitled to Act as Lender	124126
	9.5	Lenders’ Representations, Warranties and Acknowledgment	124126
	9.6	Right to Indemnity	124126
	9.7	Successor Administrative Agent, Collateral Agent and Swing Line Lender	125127
	9.8	Collateral Documents and Guaranty	126128
	9.9	Withholding Taxes	127130
	9.10	Quebec Security	128130
	9.11	German Security	130
	9.12	Belgian Security	131
	SECTION 10.	MISCELLANEOUS	129131
	10.1	Notices	129131
	10.2	Expenses	130132
	10.3	Indemnity	131133
	10.4	Set-Off	131133
	10.5	Amendments and Waivers	131134
	10.6	Successors and Assigns; Participations	134136



 



    iii


     


    




	10.7	Independence of Covenants	136139
	10.8	Survival of Representations, Warranties and Agreements	137139
	10.9	No Waiver; Remedies Cumulative	137139
	10.10	Marshalling; Payments Set Aside	137139
	10.11	Severability	137139
	10.12	Obligations Several; Independent Nature of Lenders’ Rights	137140
	10.13	Headings	137140
	10.14	APPLICABLE LAW	137140
	10.15	CONSENT TO JURISDICTION	138140
	10.16	WAIVER OF JURY TRIAL	138140
	10.17	Confidentiality	139141
	10.18	Usury Savings Clause	139141
	10.19	Counterparts	140142
	10.20	Effectiveness; Entire Agreement	140142
	10.21	PATRIOT Act; PCTFA	140142
	10.22	Electronic Execution of Assignments	140142
	10.23	No Fiduciary Duty	140142
	10.24	Judgment Currency	140143
	10.25	Joint and Several Liability	141143
	10.26	Advice of Counsel; No Strict Construction	141143
	10.27	Day Not a Business Day	141143
	10.28	Limitations Act, 2002	141143
	10.29	Parallel Debt (The Netherlands, Poland, Japan, Serbia, Slovenia)	141144
	10.30	Parallel Debt (France)	142144
	10.31	Parallel Debt (Hungary)	143145
	10.32	Parallel Debt (Germany)	145
	10.33	Parallel Debt (Belarus)	146
	10.34	Parallel Debt (Belgium)	147
	10.35	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	148










 


APPENDICES:


 










	A-1	Revolving Commitments
	A-2	Tranche B Term Loan Commitments
	B	Notice Addresses



 

	SCHEDULES:	 



 

	1.1(b)	Third Restatement Date Guarantors
	2.11(c)	Closing Fee
	3.1(e)(i)	Mortgaged Properties
	4.1	Jurisdictions of Organization and Qualification
	4.2	Equity Interests and Ownership
	4.12	Real Estate Assets
	4.18	Certain Defined Benefit Plans
	5.10(a)	Barbados Security Documents
	5.10(b)	Quebec Security Documents
	5.10(c)	Luxembourg Security Documents
	5.10(d)	Swiss Security Documents
	5.15	Post-Closing Matters
	6.1	Certain Indebtedness
	6.2	Certain Liens
	6.3	Certain Negative Pledges
	6.5	Certain Restrictions on Subsidiary Distributions







    iv


     


    

 

	6.6	Certain Investments
	6.11	Certain Affiliate Transactions



 


	EXHIBITS:	 



 

	A-1	Funding Notice
	A-2	Conversion/Continuation Notice
	B-1	Revolving Loan Note
	B-2	Swing Line Note
	B-3	Tranche A Term Loan Note
	B-4	Tranche B Term Loan Note
	C	Compliance Certificate
	D	Assignment Agreement
	E	Prepayment Notice
	F-1	Third Restatement Date Certificate
	F-2	Solvency Certificate
	G	Counterpart Agreement
	H-1	Canadian Guarantee
	H-2	Barbados Guarantee
	I-1	Second Amended and Restated Pledge and Security Agreement
	I-2	Canadian Pledge and Security Agreement
	J-1	Intercompany Note
	J-2	Subordination Agreement
	K	Joinder Agreement
	L	Contribution Agreement
	M	Collateral Questionnaire







 




    v


     


    

THIRD AMENDED AND RESTATED CREDIT AND
GUARANTY AGREEMENT


 


This THIRD AMENDED AND RESTATED CREDIT
AND GUARANTY AGREEMENT, dated as of February 13, 2012, is entered into by and among VALEANT PHARMACEUTICALS INTERNATIONAL,
INC., a corporation continued under the laws of the Province of British Columbia (“Borrower”), CERTAIN
SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS LENDING PARTNERS LLC
(“GSLP”), J.P. MORGAN SECURITIES LLC (“J.P. Morgan”) and MORGAN STANLEY SENIOR
FUNDING, INC. (“Morgan Stanley”), as Joint Lead Arrangers and Joint Bookrunners, JPMorgan
CHASE BANK, N.A. and Morgan Stanley as Co-Syndication Agents (in such capacity, the “Co-Syndication Agents”),
JPMorgan Chase Bank, N.A., as Issuing Bank, BARCLAYS BANK PLC (as successor to GSLP) (“Barclays”), as
Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and as
Collateral Agent (together with its permitted successors in such capacity, “Collateral Agent”), and RBC CAPITAL
MARKETS, DNB BANK ASA, The Bank of Nova Scotia and SunTrust
Bank, as Co-Documentation Agents (in such capacity, Co-Documentation Agents”).


 


RECITALS:


 


WHEREAS, capitalized terms used in
these Recitals and not defined shall have the respective meanings set forth for such terms in Section 1.1 hereof.


 


WHEREAS, Valeant Pharmaceuticals
International, a Delaware corporation (“VPI”), Borrower, the guarantors party thereto, the lenders party thereto,
and GSLP, as administrative agent and collateral agent for the lenders party thereto, originally entered into the Credit and Guaranty
Agreement dated as of June 29, 2011 (the “Original Credit Agreement”), subsequently entered into the Amended
and Restated Credit and Guaranty Agreement dated as of August 10, 2011, as further amended by Amendment No. 1 dated as of
August 12, 2011, as further amended by Amendment No. 2 dated as of September 7, 2011 (collectively, the “First
Amended and Restated Credit Agreement”), and subsequently entered into the Second Amended and Restated Credit and Guaranty
Agreement, dated as of October 20, 2011, as amended by the Joinder Agreement, dated as of December 19, 2011 (collectively, the
“Second Amended and Restated Credit Agreement”).


 


WHEREAS, on the Second Restatement
Date, the Lenders extended certain credit facilities to Borrower, in an aggregate principal amount not to exceed $2,000,000,000,
consisting of (a) up to $275,000,000 aggregate principal amount of Revolving Commitments, the proceeds of which were or will
be used (i) to finance a portion of the Acquisitions and pay related fees and expenses, (ii) for permitted capital expenditures
and permitted acquisitions, (iii) to provide for the ongoing working capital requirements of Borrower and its Subsidiaries,
(iv) for general corporate purposes of Borrower and its Subsidiaries and (v) to fund original issue discount and closing
fees with respect to the Loans made on the Second Restatement Date, (b) an aggregate principal amount of $1,225,000,000 of
Initial Draw Tranche A Term Loans, the proceeds of which were or will be used (i) on the Second Restatement Date to fund the
repayment of a loan from VPI to Borrower followed by a use of the repayment proceeds by VPI to fund the repayment in full of all
loans outstanding under the First Amended and Restated Credit Agreement and the payment of all fees and expenses related thereto
(the “Refinancing”) and (ii) for general corporate purposes of Borrower and its Subsidiaries and (c) an aggregate
principal amount of $500,000,000 of Delayed Draw Term Loans, the proceeds of which were or will be used (i) to finance a portion
of the Acquisitions and pay related fees and expenses and (ii) for general corporate purposes of Borrower and its Subsidiaries.
On the Second Amendment and Restatement Joinder Date, the Lenders extended an additional aggregate principal amount of $500,000,000
of Series A New Term Loans, the proceeds of which were or will be used for general corporate purposes of Borrower and its Subsidiaries,
including acquisitions.


 


WHEREAS, the Lenders have agreed
to extend an aggregate principal amount of $600,000,000 of Tranche B Term Loan Commitments, the proceeds of which will be used
to (i) repay a portion of the Revolving Loans outstanding as of the Third Restatement Date (but not to permanently reduce Revolving
Commitments with respect thereto) and (ii) for general corporate purposes of Borrower and its Subsidiaries, including acquisitions.


 


WHEREAS, Borrower, the lenders party
hereto and the other parties hereto desire to amend and restate, without novation, the Second Amended and Restated Credit Agreement
on and subject to the terms and conditions set forth herein and in Amendment No. 1 to Second Amended and Restated Credit and Guaranty
Agreement, dated 



    


     


    

as of the date hereof (the “Amendment Agreement”), among Borrower, the lenders party thereto,
the Administrative Agent, the Collateral Agent and the other parties thereto.


 


NOW, THEREFORE, in consideration
of the premises and the agreements, provisions and covenants herein contained, the Second Amended and Restated Credit Agreement
is hereby amended and restated, without novation, to read in its entirety as follows and, accordingly, the parties hereto agree
as follows:


 


SECTION 1. DEFINITIONS AND
INTERPRETATION


 


1.1  Definitions.
The following terms used herein, including in the preamble, recitals, exhibits, appendices and schedules hereto, shall have the
following meanings:


 


“2010 Merger” means the
merger of VPI with and into Beach Merger Corp. pursuant to the 2010 Merger Agreement.


 


“2010 Merger Agreement”
means the Agreement and Plan of Merger, dated as of June 20, 2010, among VPI, Borrower, Biovail Americas Corp. and Beach Merger
Corp., together with all exhibits, schedules, documents, agreements, and instruments executed and delivered in connection therewith,
as the same has been amended, or modified in accordance with the terms and provisions thereof.


 


“2010 Transactions” means,
collectively, (i) the redemption of VPI’s 8.375% Senior Notes due 2016, issued under that certain indenture dated as
of June 9, 2009, among VPI, the guarantors party thereto and The Bank of New York Mellon Trust Company, Inc., as trustee,
and VPI’s 7.625% Senior Notes due 2020, issued under that certain indenture dated as of April 9, 2010, among VPI, the
guarantors party thereto and The Bank of New York Mellon Trust Company, Inc., as trustee, (ii) the repayment in full and termination
of that certain credit and guaranty agreement, dated as of May 26, 2010, among VPI, the guarantors party thereto, Goldman
Sachs Lending Partners L.P., as sole lead arranger, and Goldman Sachs Bank USA, as administrative agent and collateral agent, (iii) the
repayment in full and termination of that certain credit agreement, dated as of June 9, 2009, among Borrower, the lenders
party thereto and JPMorgan Chase Bank, N.A., Toronto Branch, as Administrative Agent, (iv) the payment of the Pre-Merger Special
Dividend (as such term is defined in the 2010 Merger Agreement) made on September 27, 2010, immediately prior to the consummation
of the 2010 Merger, pro rata to VPI’s shareholders on the record date of such for such dividend, (v) the consummation
of the 2010 Merger, (vi) the issuance of the Senior Notes and (vii) the payment of all fees and expenses related thereto.


 


“2015 Year End Financial Information”
means the financial statements or information pursuant to Section 5.1(b) of this Agreement for the Fiscal Year ended December 31,
2015 and a Compliance Certificate pursuant to Section 5.1(c) of the Credit Agreement for the Fiscal Year ending December 31, 2015.


 


“2016 First Quarter Financial Information”
means the financial statements or information pursuant to Section 5.1(a) of this Agreement for the Fiscal Quarter ending March
31, 2016 and a Compliance Certificate pursuant to Section 5.1(c) of this Agreement for the Fiscal Quarter ending March 31, 2016.


 


“2017
Permitted Secured Notes” means $3,250,000,000 in aggregate principal amount of the Borrower’s 6.50% Senior Secured
Notes due 2022 and 7.00% Senior Secured Notes due 2024.


 


“Acquisition Debt Additional Escrow
Amount” means an amount equal to (a) all interest that could accrue on the applicable Acquisition Escrow Debt from and
including the date of issuance or incurrence thereof to and including the Escrow Acquisition Termination Date and (b) all fees
and expenses that are incurred in connection with the issuance or incurrence of such Acquisition Escrow Debt and all premium, fees,
expenses or other amounts payable in connection with the Acquisition Escrow Debt Redemption.


 


“Acquisition Debt Escrow Account”
means a deposit or securities account at a financial institution (such institution, the “Acquisition Debt Escrow Agent”)
into which any Acquisition Debt Escrowed Funds are deposited.



    -2-


     


    




“Acquisition Debt Escrow Agent”
has the meaning given to such term in the definition of the term “Acquisition Debt Escrow Account.”


 


“Acquisition Debt Escrow Debt Documents”
means the definitive documentation governing any applicable Acquisition Escrow Debt, including the applicable Acquisition Debt
Escrow Documents and any other documents entered into by the Borrower, VPI and/or Acquisition Debt Escrow Issuer in connection
with any Acquisition Escrow Debt; provided that such documents shall require that (a) if the applicable Escrow Acquisition
shall not be consummated on or before the corresponding Escrow Acquisition Termination Date, such Acquisition Escrow Debt shall
be redeemed in full (the “Acquisition Escrow Debt Redemption”) no later than the third Business Day after the
Escrow Acquisition Termination Date and (b) the Acquisition Debt Escrowed Funds shall be released from the Acquisition Debt Escrow
Account on or before three Business Days after the Escrow Acquisition Termination Date (A) upon the consummation of the Escrow
Acquisition and applied to finance a portion of such Escrow Acquisition or (B) to effectuate the Acquisition Escrow Debt Redemption.


 


“Acquisition Debt Escrow Documents”
means the agreement(s) governing the Acquisition Debt Escrow Account and any other documents entered into in order to provide the
Acquisition Debt Escrow Agent (or its designee) a Lien on the Acquisition Debt Escrowed Funds.


 


“Acquisition Debt Escrow Issuer”
means a newly-formed, wholly-owned direct or indirect subsidiary of Borrower or VPI, which, prior to the consummation of any Escrow
Acquisition, shall have no operations, assets or activities, other than the entering into of the Acquisition Debt Escrow Debt Documents,
the issuance or incurrence of the Acquisition Escrow Debt, and activities incidental thereto, including the deposit of the Acquisition
Debt Escrowed Funds in the Acquisition Debt Escrow Account.


 


“Acquisition Debt Escrowed Funds”
means an amount, in cash or Eligible Escrow Investments, not to exceed the sum of (a) the issue price of the applicable Acquisition
Escrow Debt, plus (b) the Acquisition Debt Additional Escrow Amount, plus (c) so long as they are retained in the Acquisition Debt
Escrow Account, any income, proceeds or products of the foregoing.


 


“Acquisition Escrow Debt”
means Indebtedness (which may be in the form of loans or notes) issued or incurred after the Amendment No. 5 Effective Date of
an Acquisition Debt Escrow Issuer to finance any Permitted Acquisition (each, an “Escrow Acquisition”) consummated
after the Amendment No. 5 Effective Date (excluding, for the avoidance of doubt, any Indebtedness issued or incurred in connection
with the Bausch & Lomb Acquisition); provided that (x) the net proceeds of such Indebtedness are deposited into an Acquisition
Debt Escrow Account upon the issuance thereof and (y) at the time of the issuance or incurrence thereof, Administrative Agent shall
have received a certificate from the chief executive officer or the chief financial officer (or the equivalent thereof) of Borrower
certifying that subject to and upon the consummation of such Escrow Acquisition, such Acquisition Escrow Debt shall, on a Pro Forma
Basis, be permitted under the Credit Documents.


 


“Acquisition Escrow Debt Redemption”
shall have the meaning given to such term in the definition of the term “Acquisition Debt Escrow Debt Documents.”


 


“Acquisitions” means,
collectively, the Orthodermatologics Acquisition and the Dermik Acquisition.


 


“Additional Credit Party”
means any Credit Party, as of the Third Restatement Date, that was not a Credit Party as of the Second Restatement Date.


 


“Additional Escrow Amount”
means an amount equal to (a) all interest that could accrue on the New Senior Notes from and including the date of issuance thereof
to and including the Termination Date and (b) all fees and expenses that are incurred in connection with the issuance of the New
Senior Notes and all fees, expenses or other amounts payable in connection with the New Senior Notes Redemption.


 


“Additional Series A-3 Tranche
A Term Loan Funding Date” means February 6, 2014.



    -3-


     


    




“Additional Series A-3 Tranche
A Term Loan Joinder Agreement” means the Joinder Agreement, dated as of February 6, 2014, by and among the Borrower,
the Guarantors, the Administrative Agent, the Collateral Agent and the New Term Loan Lenders party thereto.


 


“Additional
Series F-3 Tranche B Term Commitment” means, with respect to the Additional Series F-3 Tranche B Term Loan Lender, its
commitment to make a Series F-3 Tranche B Term Loan on the Amendment No. 14 Effective Date in an amount equal to the aggregate
principal amount of Tranche B Term Loans (other than Series F Tranche B Term Loans) outstanding immediately prior to the effectiveness
of Amendment No. 14 minus the aggregate principal amount of the Converted Term Loans.


 


“Additional
Series F-3 Tranche B Term Loan Lender” means Barclays Bank PLC.


 


“Additional
Series F-3 Tranche B Term Loan” means the Series F-3 Tranche B Term Loan issued on the Amendment No. 14 Effective Date
in an amount equal to the aggregate principal amount of Tranche B Term Loans (other than Series F Tranche B Term Loans) outstanding
immediately prior to the effectiveness of Amendment No. 14 minus the aggregate principal amount of the Converted Term Loans.


 


“Adjusted Eurodollar Rate”
means with respect to any Eurodollar Rate Loans for any Interest Period, an interest rate per annum equal to (i) the Eurodollar
Rate for such Interest Period multiplied by (ii) the Statutory Reserve Rate; provided, that notwithstanding the foregoing,
the Adjusted Eurodollar Rate in respect of the Tranche B Term Loans shall at no time be less than 0.75%.


 


“Administrative Agent”
as defined in the preamble hereto.


 


“Adverse Proceeding”
means any action, suit, claim, proceeding, hearing (in each case, whether administrative, judicial or otherwise), governmental
investigation or arbitration (whether or not purportedly on behalf of Borrower or any of its Subsidiaries) pursuant to any statute,
regulation, ordinance, common law, equity or any other legal principle or process, or before or by any Governmental Authority,
domestic or foreign (including any Environmental Claims), whether pending or, to the knowledge of Borrower or any of its Subsidiaries,
threatened against or affecting Borrower or any of its Subsidiaries or any property of Borrower or any of its Subsidiaries.


 


“Affected Lender” as
defined in Section 2.18(b).


 


“Affected Loans” as defined
in Section 2.18(b).


 


“Affiliate” means, as
applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, that Person.
For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,”
“controlled by” and “under common control with”), as applied to any Person, means the possession, directly
or indirectly, of the power (i) solely for purposes of Section 6.11, to vote 10% or more of the Securities having ordinary voting
power for the election of directors of such Person or (ii) to direct or cause the direction of the management and policies of that
Person, whether through the ownership of voting securities or by contract or otherwise.


 


“Agent” means each of
(a) the Administrative Agent, (b) each Co-Syndication Agent, (c) the Collateral Agent, (d) each Co-Documentation Agent, (e) each
Senior Managing Agent and (f) any other Person appointed under the Credit Documents to serve in an agent or similar capacity.


 


“Agent Affiliates” as
defined in Section 10.1(b)(3).


 


“Aggregate Amounts Due”
as defined in Section 2.17.


 


“Agreement” means this
Third Amended and Restated Credit and Guaranty Agreement, dated as of February 13, 2012, as it may be amended, restated, supplemented
or otherwise modified from time to time.


 


“Amendment Agreement”
as defined in the recitals.



    -4-


     


    




“Amendment No. 2 Effective Date”
means September 10, 2012.


 


“Amendment No. 3” means
Amendment No. 3 to Third Amended and Restated Credit and Guaranty Agreement, dated as of January 24, 2013, by and among the Borrower,
the Guarantors, the Administrative Agent, the Collateral Agent, the New Term Loan Lenders party thereto, the New Revolving Loan
Lenders party thereto and the Requisite Lenders party thereto.


 


“Amendment No. 3 Effective Date”
means January 24, 2013.


 


“Amendment No. 4” means
Amendment No. 4 to Third Amended and Restated Credit and Guaranty Agreement, dated as of February 21, 2013, by and among the Borrower,
the Guarantors, the Administrative Agent, the Collateral Agent, the New Term Loan Lenders party thereto and the Requisite Lenders
party thereto.


 


“Amendment No. 4 Delivery Date”
as defined in the definition of “Applicable Margin.”


 


“Amendment No. 4 Effective Date”
means February 21, 2013.


 


“Amendment No. 5” means
Amendment No. 5 to Third Amended and Restated Credit and Guaranty Agreement, dated as of June 6, 2013, by and among the Borrower,
the Guarantors, the Administrative Agent, the Collateral Agent and the Requisite Lenders party thereto.


 


“Amendment No. 5 Effective Date”
means June 6, 2013.


 


“Amendment No. 6” means
Amendment No. 6 to Third Amended and Restated Credit and Guaranty Agreement, dated as of June 26, 2013, by and among the Borrower,
the Guarantors, the Administrative Agent, the Collateral Agent, the Requisite Lenders and the other Lenders party thereto.


 


“Amendment No. 6 Effective Date”
means June 26, 2013.


 


“Amendment No. 7” means
Amendment No. 7 to Third Amended and Restated Credit and Guaranty Agreement, dated as of September 17, 2013, by and among the Borrower,
the Guarantors, the Administrative Agent, the Collateral Agent, the Requisite Lenders and the other Lenders party thereto.


 


“Amendment No. 7 Effective Date”
means September 17, 2013.


 


“Amendment No. 8” means
Amendment No. 8 to Third Amended and Restated Credit and Guaranty Agreement, dated as of December 20, 2013, by and among the Borrower,
the Guarantors, the Administrative Agent, the Collateral Agent, the Requisite Lenders and the other Lenders party thereto.


 


“Amendment No. 8 Effective Date”
means December 20, 2013.


 


“Amendment No. 10” means
Amendment No. 10 to Third Amended and Restated Credit and Guaranty Agreement, dated as of March 5, 2015, by and among the Borrower,
the Guarantors party thereto, the Administrative Agent, the Collateral Agent and the Requisite Lenders party thereto.


 


“Amendment No. 10 Effective Date”
means March 5, 2015.


 


“Amendment No. 11” means
Amendment No. 11 to Third Amended and Restated Credit and Guaranty Agreement, dated as of May 29, 2015, by and among the Borrower,
the Guarantors, the Administrative Agent, the Collateral Agent and the Requisite Lenders party thereto.


 


“Amendment No. 11 Effective Date”
means May 29, 2015.


 


“Amendment No. 12 Effective Date”
means April 11, 2016.



    -5-


     


    




“Amendment
No. 12 Investment Basket” as defined in Section 6.6.


 


“Amendment
No. 12 Restricted Junior Payment Basket”
as defined in Section 6.4.


 


“Amendment No. 13 Effective Date”
means August 23, 2016.


 


“Amendment
No. 14” means Amendment No. 14 to Third Amended and Restated Credit and Guaranty Agreement, dated as of March 21, 2017,
by and among the Borrower, the Guarantors, the Administrative Agent, the Collateral Agent, the Requisite Lenders and the other
Lenders party thereto.


 


“Amendment
No. 14 Effective Date” means March 21, 2017.


 


“Amendment
No. 14 Investment Basket” as defined in Section 6.6.


 


“Amendment
No. 14 Permitted Acquisition Basket” as defined in the definition of “Permitted Acquisition”.


 


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


 


“Applicable Law” means
any and all current and future applicable laws (including common law and equity), statutes, by-laws, rules, regulations, orders,
ordinances, protocols, codes, treaties, policies, directions, directives, decrees, restrictions, judgments, decisions, in each
case, of, from or required by any Governmental Authority and, in each case, whether having the force of law or not.


 


“Applicable Margin” means


 


(a)       (x)
until delivery of financial statements of the Borrower and a related Compliance Certificate for the first Fiscal Quarter ending
on or after the date that is twelve months after the Amendment No. 12 Effective Date, pursuant to Section 5.1(c), (A) with respect
to Series C-2 Tranche B Term Loans or Series E-1 Tranche B Term Loans that are Eurodollar Rate Loans, 4.50% per annum and (B) with
respect to Series C-2 Tranche B Term Loans or Series E-1 Tranche B Term Loans that are Base Rate Loans, 3.50% per annum, and (y)
thereafter, the percentages per annum set forth in the table below, based upon the Secured Leverage Ratio of Borrower, as of the
last day of the most recently ended Fiscal Quarter for which financial statements were required to have been delivered pursuant
to Section 5.1(a) or (b):







 


	Pricing

Level	Secured Leverage Ratio	Eurodollar Rate Loans	Base Rate Loans
	I	≥ 1.75 to 1.0	4.50%	3.50%
	II	< 1.75 to 1.0 but ≥ 1.25 to 1.0	4.25%	3.25%
	III	< 1.25 to 1.00	4.00%	3.00%


 


(b)       (x)
until delivery of financial statements of the Borrower and a related Compliance Certificate for the first Fiscal Quarter ending
on or after the date that is twelve months after the Amendment No. 12 Effective Date, pursuant to Section 5.1(c), with respect
to Series D-2 Tranche B Term Loans that are Eurodollar Rate Loans, 4.25% per annum and (B) with respect to Series D-2 Tranche B
Term Loans that are Base Rate Loans, 3.25% per annum, and (y) thereafter, the percentages per annum set forth in the table below,
based upon the Secured Leverage Ratio of Borrower, as of the last day of the most recently ended Fiscal Quarter for which financial
statements were required to have been delivered pursuant to Section 5.1(a) or (b):


 



    -6-


     


    




	Pricing

Level	Secured Leverage Ratio	Eurodollar Rate Loans	Base Rate Loans
	I	≥ 1.75 to 1.0	4.25%	3.25%
	II	< 1.75 to 1.0 but ≥ 1.25 to 1.0	4.00%	3.00%
	III	< 1.25 to 1.00	3.75%	2.75%


 


(c)       (x)
until delivery of financial statements of the Borrower and a related Compliance Certificate for the first Fiscal Quarter ending
on or after the date that is twelve months after the Amendment No. 12 Effective Date, pursuant to Section 5.1(c), with respect
to Series F Tranche B Term Loans (including, from and after the Amendment
No. 14 Effective Date, Series F-3 Tranche B Term Loans) that are Eurodollar Rate Loans, 4.75% per annum and (B) with
respect to Series F Tranche B Term Loans (including, from and after
the Amendment No. 14 Effective Date, Series F-3 Tranche B Term Loans) that are Base Rate Loans, 3.75% per annum, and
(y) thereafter, the percentages per annum set forth in the table below, based upon the Secured Leverage Ratio of Borrower, as of
the last day of the most recently ended Fiscal Quarter for which financial statements were required to have been delivered pursuant
to Section 5.1(a) or (b):


 


	Pricing

Level	Secured Leverage Ratio	Eurodollar Rate Loans	Base Rate Loans
	I	≥ 1.75 to 1.0	4.75%	3.75%
	II	< 1.75 to 1.0 but ≥ 1.25 to 1.0	4.50%	3.50%
	III	< 1.25 to 1.00	4.25%	3.25%


 


(d)       (x)
until delivery of financial statements of the Borrower and a related Compliance Certificate for the first Fiscal Quarter ending
on or after the date that is twelve months after the Amendment No. 12 Effective Date, pursuant to Section 5.1(c), with respect
to Revolving Loans, Series A-3 Tranche A Term Loans and Series A-4 Tranche A Term Loans that are Eurodollar Rate Loans, 3.75% per
annum and (B) with respect to Revolving Loans, Swing Line Loans, Series A-3 Tranche A Term Loans and Series A-4 Tranche A Term
Loans that are Base Rate Loans, 2.75% per annum, and (y) thereafter, the percentages per annum set forth in the table below, based
upon the Secured Leverage Ratio of Borrower, as of the last day of the most recently ended Fiscal Quarter for which financial statements
were required to have been delivered pursuant to Section 5.1(a) or (b):


 


	Pricing

Level	Secured Leverage Ratio	Eurodollar Rate Loans	Base Rate Loans
	I	≥ 1.75 to 1.0	3.75%	2.75%
	II	< 1.75 to 1.0 but ≥ 1.25 to 1.0	3.50%	2.50%
	III	< 1.25 to 1.00	3.25%	2.25%


 


Any increase or decrease in the Applicable
Margin resulting from a change in the Secured Leverage Ratio or Leverage Ratio, as applicable, shall become effective as of the
first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 5.1 (including, for
the avoidance of doubt, the latest delivery under the Second Amended and Restated Credit Agreement); provided that Pricing
Level I shall apply (x) as of the first Business Day after the date on which a Compliance Certificate was required to have been
delivered but was not delivered, and shall continue to so apply to and including the date on which such Compliance Certificate
is so delivered (and thereafter the Pricing Level otherwise determined in accordance with this definition shall apply) and (y)
as of the first Business Day after an Event of Default shall have occurred and be continuing, and shall continue to so apply to
but excluding the date on which such Event of Default is cured or waived (and thereafter the Pricing Level otherwise determined
in accordance with this definition shall apply).


 


In the event that Administrative Agent and
Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this
Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led
to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable
Margin applied for such Applicable 



    -7-


     


    

Period, then (i) Borrower shall as soon as practicable deliver to Administrative Agent the corrected
financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such
higher Applicable Margin were applicable for such Applicable Period and (iii) Borrower shall within three (3) Business Days thereof
by Administrative Agent pay to Administrative Agent the accrued additional amount owing as a result of such increased Applicable
Margin for such Applicable Period, which payment shall be promptly applied by Administrative Agent in accordance with this Agreement.
This paragraph shall not limit the rights of Administrative Agent and Lenders with respect to Section 2.8 and Section 8.


 


“Approved Electronic Communications”
means any notice, demand, communication, information, document or other material that any Credit Party provides to an Agent pursuant
to any Credit Document or the transactions contemplated therein which is distributed to the Agents or to the Lenders by means of
electronic communications pursuant to Section 10.1(b).


 


“Arrangers” J.P. Morgan,
GSLP and Morgan Stanley, each in its capacity as a joint lead arranger.


 


“Asset Sale” means a
sale, lease or sub-lease (as lessor or sublessor), sale and leaseback, assignment, conveyance, exclusive license (as licensor or
sublicensor), transfer or other disposition to, or any exchange of property with, any Person (other than Borrower or any Guarantor
Subsidiary), in one transaction or a series of transactions, of all or any part of Borrower’s or any of its Subsidiaries’
businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now
owned or hereafter acquired, leased or licensed, including, the Equity Interests of any of Borrower’s Subsidiaries, other
than:


 


(1)       inventory
(or other assets, including, for greater certainty, Intellectual Property) sold, leased or licensed out in the ordinary course
of business (excluding any such sales, leases or licenses out by operations or divisions discontinued or to be discontinued);


 


(2)       an
issuance of Equity Interests by a Subsidiary of Borrower to Borrower or to another Subsidiary (so long as such issuance would otherwise
be permitted under Section 6.6) or the issuance of directors’ qualifying shares or of other nominal amounts of other
Equity Interests that are required to be held by specified Persons under Applicable Law;


 


(3)       the
sale or other disposition of cash or Cash Equivalents;


 


(4)       a
Restricted Junior Payment that is permitted by Section 6.4 or Investment that is permitted by Section 6.6;


 


(5)       the
license of Intellectual Property to third persons in the ordinary course of business;


 


(6)       the
sale, exchange or other disposition of accounts receivable in connection with the compromise, settlement or collection thereof
consistent with past practice;


 


(7)       leases
or subleases entered into in the ordinary course of business, to the extent that they do not materially interfere with the business
of Borrower or any of its Subsidiaries;


 


(8)       the
sale or other disposition of Investments under clause (c)(i) and (k) of Section 6.6;


 


(9)       sales,
leases, licenses or other dispositions of other assets for aggregate consideration not to exceed $100,000,000 for all such sales,
leases or licenses in any Fiscal Year;


 


(10)       sales,
leases, licenses or other dispositions of assets to Borrower or any of its respective Subsidiaries; provided that, if any
such disposition involves a Credit Party and a Subsidiary that is not a Credit Party, then such disposition shall be made in compliance
with Section 6.11; and


 


(11)       the
disposition of assets resulting in Cash proceeds satisfying the definition of “Net Insurance/Condemnation Proceeds”
and applied in accordance with Section 2.14(b).






    -8-


     


    




For purposes of clarity, “Asset Sale”
shall not include the issuance of any Equity Interests of Borrower (including the issuance by any other Person of any warrant,
right or option to purchase or other arrangements or rights to acquire any Equity Interests of Borrower).


 


“Assignment Agreement”
means an Assignment and Assumption Agreement substantially in the form of Exhibit D, with such amendments or modifications as may
be approved by Administrative Agent.


 


“Assignment Effective Date”
as defined in Section 10.6(b).


 


“Australian Collateral”
means: (a) all Collateral Documents governed by the laws of any state or territory of Australia, and (b) all other Liens in respect
of Collateral located in any state or territory of Australia (or taken to be located in any state or territory of Australia for
the purposes of any stamp duty law).


 


“Authorized Officer”
means, as applied to any Person, any individual holding the position of chairman of the board (if an officer), chief executive
officer, president, vice president (or the equivalent thereof), chief financial officer (or the equivalent thereof) or treasurer
of such Person; provided that the secretary or assistant secretary of such Person shall have delivered an incumbency certificate
to the Administrative Agent as to the authority of such Authorized Officer.


 


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


 


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


 


“Bankruptcy Code” means
Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.


 


“Barbados Credit Party”
means each of Valeant Holdings (Barbados) SRL, Valeant International (Barbados) SRL, Biovail Laboratories International (Barbados)
SRL, Hythe Property Incorporated and each other Credit Party that is organized under the laws of Barbados.


 


“Barbados Guarantee”
means the Barbados Guarantee Agreement, dated as of the Third Restatement Date, by each Barbados Credit Party substantially in
the form of Exhibit H-2, as it may be amended, restated, supplemented or otherwise modified from time to time.


 


“Barbados Security Documents”
means each of the documents set forth on Schedule 5.10(a), dated as of the Third Restatement Date, as each of such documents may
be amended, restated, supplemented or otherwise modified from time to time and additional analogous agreements as may be entered
into from time to time in accordance with Section 5.10 and as required by the Collateral Documents.


 


“Barclays” as defined
in the preamble hereto.


 


“Base Rate” means, for
any day, a rate per annum equal to the greater of (i) the Prime Rate in effect on such day and (ii) the Federal Funds Effective
Rate in effect on such day plus 1⁄2 of 1%. Any change in the Base Rate due to a change in the Prime Rate or the Federal
Funds Effective Rate shall be effective on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate,
respectively; provided, however, that notwithstanding the foregoing, the Base Rate in respect of Tranche B Term Loans
shall at no time be less than 1.75% per annum. On any day that Base Rate Loans are outstanding, in no event shall the Base Rate
be less than the sum of (i) the Adjusted Eurodollar Rate (after giving effect to the Adjusted Eurodollar Rate “floor”
set forth in the definition thereof in the case of Tranche B Term Loans) that would be payable on such day for a Eurodollar
Rate Loan with a one-month interest period plus (ii) the difference between the Applicable Margin for Eurodollar Rate Loans
and the Applicable Margin for Base Rate Loans.


 



    -9-


     


    




“Base Rate Loan” means
a Loan bearing interest at a rate determined by reference to the Base Rate.


 


“Bausch & Lomb Acquisition”
means the acquisition of Bausch & Lomb Holdings Incorporated pursuant to the Bausch & Lomb Acquisition Agreement.


 


“Bausch & Lomb Acquisition
Agreement” means the Agreement and Plan of Merger (together with all exhibits and schedules thereto, as the same may
be amended, restated, amended and restated, supplemented or otherwise modified from time to time, collectively, the “Bausch
& Lomb Acquisition Agreement”), dated as of May 24, 2013, among the Borrower, VPI, one of VPI’s wholly owned
U.S. domiciled subsidiaries and Bausch & Lomb Holdings Incorporated.


 


“Bausch & Lomb Additional Escrow
Amount” means an amount equal to (a) all interest that could accrue on the Bausch & Lomb New Senior Notes from and
including the date of issuance thereof to and including the Bausch & Lomb Termination Date and (b) all fees and expenses that
are incurred in connection with the issuance of the Bausch & Lomb New Senior Notes and all premium, fees, expenses or other
amounts payable in connection with the Bausch & Lomb New Senior Notes Redemption.


 


“Bausch & Lomb Equity Financing”
means the issuance and/or sale of equity or equity-linked securities of the Borrower issued and/or sold, as applicable, to (i)
finance a portion of the Bausch & Lomb Transactions or (ii) finance the repayment or prepayment of any outstanding Bausch &
Lomb Interim Loans incurred to finance the Bausch & Lomb Acquisition.


 


“Bausch & Lomb Escrow Account”
means a deposit or securities account at a financial institution (such institution, the “Bausch & Lomb Escrow Agent”)
into which the Bausch & Lomb Escrowed Funds are deposited.


 


“Bausch & Lomb Escrow Agent”
shall have the meaning given to such term in the definition of the term “Bausch & Lomb Escrow Account.”


 


“Bausch & Lomb Escrow Issuer”
means a newly-formed, wholly-owned subsidiary of Borrower, which, prior to the consummation of the Bausch & Lomb Acquisition,
shall have no operations, assets or activities, other than the entering into of the Bausch & Lomb New Senior Notes Documents,
the issuance of the Bausch & Lomb New Senior Notes, and activities incidental thereto, including the deposit of the Bausch
& Lomb Escrow Funds in the Bausch & Lomb Escrow Account.


 


“Bausch & Lomb Escrowed Funds”
means an amount, in cash or Eligible Escrow Investments, not to exceed the sum of (a) the issue price of the Bausch & Lomb
New Senior Notes, plus (b) the Bausch & Lomb Additional Escrow Amount, plus (c) so long as they are retained in the Bausch
& Lomb Escrow Account, any income, proceeds or products of the foregoing.


 


“Bausch & Lomb Interim Loans”
means, collectively, the Bausch & Lomb Series A Interim Loans and the Bausch & Lomb Series B Interim Loans incurred pursuant
to the Bausch & Lomb Senior Interim Loan Documents.


 


“Bausch & Lomb New Senior Notes”
means debt securities issued after the Amendment No. 5 Effective Date of the Bausch & Lomb Escrow Issuer to finance a portion
of the Bausch & Lomb Transactions; provided that the net proceeds of such debt securities are deposited into the Bausch
& Lomb Escrow Account upon the issuance thereof.


 


“Bausch & Lomb New Senior Notes
Documents” means the Bausch & Lomb New Senior Notes Indenture, the Bausch & Lomb New Senior Notes Escrow Documents
and any other documents entered into by the Borrower, VPI and/or Bausch & Lomb Escrow Issuer in connection with the Bausch
& Lomb New Senior Notes; provided that such documents shall require that (a) if the Bausch & Lomb Acquisition shall
not be consummated on or before the Bausch & Lomb Termination Date, the Bausch & Lomb New Senior Notes shall be redeemed
in full (the “Bausch & Lomb New Senior Notes Redemption”) no later than the third Business Day after the
Bausch & Lomb Termination Date and (b) the Bausch & Lomb Escrowed Funds shall be released from the Bausch & Lomb 



    -10-


     


    

Escrow
Account before the Bausch & Lomb Termination Date or within three Business Days after the Bausch & Lomb Termination Date
(A) upon the consummation of the Bausch & Lomb Transactions and applied to finance a portion of the Bausch & Lomb Acquisition
or (B) to effectuate the Bausch & Lomb New Senior Notes Redemption.


 


“Bausch & Lomb New Senior Notes
Escrow Documents” means the agreement(s) governing the Bausch & Lomb Escrow Account and any other documents entered
into in order to provide the Bausch & Lomb Escrow Agent (or its designee) a Lien on the Bausch & Lomb Escrowed Funds.


 


“Bausch & Lomb New Senior Notes
Indenture” means the indenture pursuant to which the Bausch & Lomb New Senior Notes shall be issued.


 


“Bausch & Lomb New Senior Notes
Redemption” shall have the meaning given to such term in the definition of the term “Bausch & Lomb New Senior
Notes Documents.”


 


“Bausch & Lomb Refinancing”
shall have the meaning given to such term in the definition of the term “Bausch & Lomb Transactions.”


 


“Bausch & Lomb Senior Interim
Loan Documents” means customary documentation for interim unsecured bridge loans; provided, that the Bausch &
Lomb Interim Loans (i) are not guaranteed by any Subsidiary of the Borrower that is not a Guarantor, (ii) are not secured by a
Lien on any assets of the Borrower or any of its Subsidiaries, (iii) have a final maturity date not prior to the date that is at
least 180 days after the latest Term Loan Maturity Date and (iv) the terms of such Bausch & Lomb Interim Loans do not provide
for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the latest Term Loan Maturity Date (other
than mandatory prepayments with any Cash proceeds from any Bausch & Lomb Equity Financing or from the issuance of Bausch &
Lomb New Senior Notes).


 


“Bausch & Lomb Series A Interim
Loans” means senior unsecured interim loans incurred by the Borrower or VPI in an aggregate principal amount not to exceed
$3,275,000,000 to finance a portion of the Bausch & Lomb Transactions.


 


“Bausch & Lomb Series B Interim
Loans” means senior unsecured interim loans incurred by the Borrower or VPI in an aggregate principal amount not to exceed
$1,700,000,000 to finance a portion of the Bausch & Lomb Transactions.


 


“Bausch & Lomb Termination
Date” means 5:00 pm New York time on the sixth-month anniversary of the date of the Bausch & Lomb Acquisition Agreement.


 


“Bausch & Lomb Transactions”
means collectively, (a) the Bausch & Lomb Acquisition and other related transactions contemplated by the Bausch & Lomb
Acquisition Agreement; (b) the incurrence of new Term Loans hereunder pursuant to a Joinder Agreement in accordance with Section
2.25 to be entered into after the Amendment No. 5 Effective Date; (c) the issuance of the Bausch & Lomb New Senior Notes; (d)
the incurrence of the Bausch & Lomb Interim Loans, if any; (e) the issuance and/or sale of the Bausch & Lomb Equity Financing;
(f) the refinancing, repayment, termination and discharge of certain Indebtedness of Bausch & Lomb Holdings Incorporated (the
“Bausch & Lomb Refinancing”); and (g) the payment of all fees and expenses owing in connection with the
foregoing.


 


“Bausch & Lomb Unsecured Debt”
means, collectively, the Bausch & Lomb New Senior Notes and the Bausch & Lomb Interim Loans.


 


“Belgian Guarantor” as
defined in Section 10.34(a).


 


“Beneficiary” means each
Agent, Issuing Bank, Lender and Lender Counterparty.


 


“BIA” means the Bankruptcy
and Insolvency Act (Canada).


 



    -11-


     


    




“Biovail Insurance” means
Biovail Insurance Incorporated, a company organized under the laws of Barbados.


 


“Biovail Insurance Trust Indenture”
means the trust indenture dated as of June 25, 2003, entered into among Biovail Insurance, Zurich Insurance Company and the other
parties thereto.


 


“Board of Governors”
means the Board of Governors of the United States Federal Reserve System, or any successor thereto.


 


“Borrower” as defined
in the preamble hereto.


 


“Borrower Convertible Notes”
means Borrower’s 5.375% Senior Convertible Notes due 2014, issued under that certain indenture dated as of June 10, 2009,
among Borrower, The Bank of New York Mellon, as trustee, and BNY Trust Company of Canada, as co-trustee.


 


“Business Day” means
(i) any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or the
Province of Ontario or is a day on which banking institutions located in such state are authorized or required by law or other
governmental action to close and (ii) with respect to all notices, determinations, fundings and payments in connection with
the Adjusted Eurodollar Rate or any Eurodollar Rate Loans, the term “Business Day” means any day which is a Business
Day described in clause (i) and which is also a day for trading by and between banks in Dollar deposits in the London interbank
market.


 


“Canadian Confirmation of Guarantee
and Security” means the Confirmation of Guarantee and Security to be executed as of the Third Restatement Date by each
Canadian Credit Party, as it may be amended, restated, supplemented or otherwise modified form time to time.


 


“Canadian Credit Party”
means Borrower and each other Credit Party that (i) is organized under the laws of Canada or any province or territory thereof,
(ii) carries on business in Canada, or (iii) has any title or interest in or to material property in Canada.


 


“Canadian Dollars” and
the sign “CDN$” mean the lawful money of Canada.


 


“Canadian Employee Benefit Plans”
means all plans, arrangements, agreements, programs, policies, practices or undertakings, whether oral or written, formal or informal,
funded or unfunded, insured or uninsured, registered or unregistered to which a Canadian Credit Party is a party or bound or in
which their employees participate or under which a Canadian Credit Party has, or will have, any liability or contingent liability,
or pursuant to which payments are made, or benefits are provided to, or an entitlement to payment or benefits may arise with respect
to any of their employees or former employees, directors or officers, individuals working on contract with a Canadian Credit Party
or other individuals providing services to a Canadian Credit Party of a kind normally provided by employees (or any spouses, dependants,
survivors or beneficiaries of any such person), but does not include the Canada Pension Plan that is maintained by the Government
of Canada or any Employee Benefit Plan.


 


“Canadian Guarantee”
means the Canadian Guarantee, dated as of June 29, 2011, by each Canadian Credit Party satisfying clause (i) of the definition
thereof substantially in the form of Exhibit H-1, as it may be amended, restated, supplemented or otherwise modified from time
to time.


 


“Canadian Pension Plan”
means all Canadian Employee Benefit Plans that are required to be registered under Canadian provincial or federal pension benefits
standards legislation.


 


“Canadian Pension Plan Termination
Event” means an event which would entitle a Person (without the consent of a Canadian Credit Party) to wind up or terminate
a Canadian Pension Plan in full or in part, or the institution of any steps by any Person to withdraw from, terminate participation
in, wind up or order the termination or wind-up of, in full or in part, any Canadian Pension Plan, or the receipt by a Canadian
Credit Party of correspondence from a Governmental Authority relating to a potential or actual, partial or full, termination or
wind-up of any Canadian Pension Plan, or an event respecting any Canadian Pension Plan which would result in the 



    -12-


     


    

revocation of
the registration of such Canadian Pension Plan or which could otherwise reasonably be expected to adversely affect the tax status
of any such Canadian Pension Plan.


 


“Canadian Pledge and Security Agreement”
means the Canadian Pledge and Security Agreement, dated as of June 29, 2011, by each Canadian Credit Party (satisfying clause (i)
of the definition thereof) substantially in the form of Exhibit I-2, as it may be amended, restated, supplemented or otherwise
modified from time to time.


 


“Capital Lease” means,
as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity
with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.


 


“Cash” means money, currency
or a credit balance in any demand or Deposit Account.


 


“Cash Equivalents” means,
as at any date of determination, any of the following: (i) marketable securities (a) issued or directly and unconditionally guaranteed
as to interest and principal by the United States Government or the Government of Canada, or (b) issued by any agency of the United
States Government or the Government of Canada, the obligations of which are backed by the full faith and credit of such government,
in each case maturing within one year after such date; (ii) marketable direct obligations issued by any state of the United States
of America or any province of Canada or any political subdivision of any such state or province or any public instrumentality thereof,
in each case maturing within one year after such date and having, at the time of the acquisition thereof, a rating of at least
A-1 from S&P or at least P-1 from Moody’s; (iii) commercial paper maturing no more than 270 days from the date of creation
thereof and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s;
(iv) certificates of deposit or bankers’ acceptances maturing within one year after such date and issued or accepted by any
Lender or by (a) any commercial bank organized under the laws of the United States of America or any state thereof or the District
of Columbia that (x) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking
regulator) and (y) has Tier 1 capital (as defined in such regulations) of not less than $500,000,000, or (b) any bank listed on
Schedule I of the Bank Act (Canada) that has Tier 1 capital (as defined in OSFI Guideline A-1 on Capital Adequacy Requirements)
of not less than CDN$500,000,000; (v) shares of any money market mutual fund that (a) has substantially all of its assets invested
continuously in the types of investments referred to in clauses (i) and (ii) above, (b) has net assets of not less than
$5,000,000,000, and (c) has the highest rating obtainable from either S&P or Moody’s; (vi) fully collateralized repurchase
agreements with a term of not more than 30 days for securities described in clause (i) above and entered into with a financial
institution satisfying the criteria described in clause (iv) above; and (vii) other short-term investments utilized by Foreign
Subsidiaries in accordance with normal investment practices for cash management in investments of the type analogous to the foregoing.


 


“Cash Management Agreement”
means any agreement or arrangement to provide treasury, depository, overdraft, credit or debit card, purchase card, electronic
funds transfer (including automated clearing house fund transfer services) and other cash management services.


 


“CBCA” means the Canada
Business Corporations Act.


 


“CCAA” means the Companies’
Creditors Arrangement Act (Canada).


 


“Change of Control” means,
at any time, (i) any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act or
Part XX of the Securities Act (Ontario)) (a) shall have acquired beneficial ownership of 35% or more on a fully diluted
basis of the voting and/or economic interest in the Equity Interests of Borrower or (b) shall have obtained the power (whether
or not exercised) to elect a majority of the members of the board of directors (or similar governing body) of Borrower; (ii) Borrower
shall cease, directly or indirectly, to beneficially own and control 100% on a fully diluted basis of the economic and voting interest
in the Equity Interests of VPI; or (iii) the majority of the seats (other than vacant seats) on the board of directors (or
similar governing body) of Borrower shall cease to be occupied by Persons who either (a) were members of the board of directors
(or similar governing body) of Borrower immediately following the Third 



    -13-


     


    

Restatement Date or (b) were nominated for election by
the board of directors (or similar governing body) of Borrower, a majority of whom were members of the board of directors (or similar
governing body) of Borrower immediately following the Third Restatement Date or whose election or nomination for election was previously
approved by a majority of such members.


 


“Class” means (i) with
respect to Lenders, each of the following classes of Lenders: (a) Lenders having Tranche A Term Loan Exposure, (b) Lenders having
Tranche B Term Loan Exposure, (c) Lenders (including Swing Line Lender) having Revolving Exposure and (d) Lenders having New Term
Loan Exposure of each applicable Series and (ii) with respect to Loans, each of the following classes of Loans: (a) Tranche A Term
Loans, (b) Tranche B Term Loans, (c) Revolving Loans (including Swing Line Loans) and (d) each additional Series of New Term Loans.


 


“CNI Growth Amount” means,
on any date of determination, (a) 50% of Cumulative Consolidated Net Income minus (b) (1) the aggregate amount at the time
of determination of Restricted Junior Payments made since the Third Restatement Date using the CNI Growth Amount pursuant to Section
6.4(h) and (2) Investments made since the Third Restatement Date using the CNI Growth Amount pursuant to Section 6.6(i).


 


“Co-Syndication Agents”
as defined in the preamble hereto.


 


“Collateral” means, collectively,
all of the real, personal and mixed property (including Equity Interests) in which Liens are purported to be granted pursuant to
the Collateral Documents as security for the Obligations; provided that the Collateral shall not include any Acquisition
Debt Escrowed Funds, the Escrowed Funds, the Bausch & Lomb Escrowed Funds, any Acquisition Debt Escrow Account, the Escrow
Account, the Bausch & Lomb Escrow Account, any Acquisition Debt Escrow Debt Documents, any of the New Senior Notes Documents,
any of the Bausch & Lomb Senior Interim Loan Documents or any of the Bausch & Lomb New Senior Notes Documents.


 


“Collateral Agent” as
defined in the preamble hereto.


 


“Collateral Agent Claim”
as defined in Section 10.33(a).


 


“Collateral Documents”
means the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Barbados Security
Documents, the U.S. Mortgages, the Canadian Mortgages, the Quebec Security Documents, the Luxembourg Security Documents, the Swiss
Security Documents, the Intellectual Property Security Agreements and all other instruments, documents and agreements delivered
by or on behalf or at the request of any Credit Party pursuant to this Agreement, the Original Credit Agreement, the First Amended
and Restated Credit Agreement, the Second Amended and Restated Credit Agreement or any of the other Credit Documents in order to
grant to, or perfect, preserve or protect in favor of, Collateral Agent, for the benefit of Secured Parties, a Lien on any real,
personal or mixed property of that Credit Party as security for the Obligations or to protect or preserve the interest of the Collateral
Agent or the Secured Parties therein.


 


“Collateral Questionnaire”
means a certificate substantially in the form of Exhibit M.


 


“Commitment” means any
Revolving Commitment or Term Loan Commitment.


 


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


 


“Consolidated Adjusted EBITDA”
means, for any period, an amount determined for Borrower and its Subsidiaries on a consolidated basis equal to Consolidated Net
Income for such period, plus, (i) to the extent deducted in determining Consolidated Net Income for such period, the sum,
without duplication of amounts for:


 


(a)       Consolidated
Interest Expense;


 


(b)       provisions
for taxes based on income;


 


(c)       total
depreciation expense;


 


(d)       total
amortization expense;


 



    -14-


     


    




(e)       fees
and expenses incurred in connection with the Transactions or the 2010 Transactions;


 


(f)       non-cash
non-recurring expenses or charges;


 


(f)       extraordinary,
unusual or non-recurring expenses or charges (including costs of, and payments of, litigation expenses, actual or prospective legal
settlements, fines, judgments or orders); provided that in the case of costs of, and payments of, litigation expenses, actual or
prospective legal settlements, fines, judgments or orders added back to Consolidated Adjusted EBITDA pursuant to this clause (f),
such amount shall not exceed $500,000,000 in any twelve month period, of which no more than $250,000,000 may pertain to any such
costs, payments, expenses, settlements, fines, judgments or orders, in each case, arising out of any actual or potential claim,
investigation, litigation or other proceeding that the Borrower has not publicly disclosed (via press release and or any filing
with the SEC) on or prior to the Amendment No. 14 Effective Date;


 


(g)       (i)
restructuring charges (which, for the avoidance of doubt, shall include retention, severance, systems establishment costs, excess
pension charges, contract termination costs and costs to consolidate facilities and relocate employees) not to exceed (x) $100,000,000
in any twelve-month period ending on or prior to December 31, 2013 and (y) $200,000,000 in any twelve-month period ending after
December 31, 2013 (in each case, other than such charges contemplated by the following clause (ii)) and (ii) (w) in any twelve-month
period ending on or prior to December 31, 2013, any restructuring charges (which, for the avoidance of doubt, shall include retention,
severance, systems establishment costs, excess pension charges, contract termination costs and costs to consolidate facilities
and relocate employees and charges in connection with the termination or settlement of employee stock options, restricted stock
units and performance stock units) in connection with the Medicis Acquisition, (x) on or prior to December 31, 2014, any restructuring
charges (which, for the avoidance of doubt, shall include retention, severance, systems establishment costs, excess pension charges,
contract termination costs and costs to consolidate facilities and relocate employees and charges in connection with the termination
or settlement of employee stock options, restricted stock units and performance stock units) in connection with the Bausch &
Lomb Acquisition, (y) on or prior to March 31, 2016, any restructuring charges (which, for the avoidance of doubt, shall include
retention, severance, systems establishment costs, excess pension charges, contract termination costs and costs to consolidate
facilities and relocate employees and charges in connection with the termination or settlement of employee stock options, restricted
stock units and performance stock units) in connection with the Sun Acquisition and (z) any restructuring charges (which, for the
avoidance of doubt, shall include retention, severance, systems establishment costs, excess pension charges, contract termination
costs and costs to consolidate facilities and relocate employees and charges in connection with the termination or settlement of
employee stock options, restricted stock units and performance stock units, in each case in existence as of the Original Closing
Date) in connection with the Sanitas Acquisition, the Transactions or the 2010 Transactions;


 


(h)       any
extraordinary gain or loss and any expense or charge attributable to the disposition of discontinued operations;


 


(i)       (i)
fees and expenses in connection with any proposed or actual issuance of any Indebtedness or Equity Interests, or any proposed or
actual acquisitions, investments, asset sales or divestitures permitted hereunder, in an aggregate amount not to exceed (x) $150,000,000
in any twelve-month period ending on or prior to March 31, 2017 and (y) $75,000,000 in any twelve-month period ending after March
31, 2017 (in each case, other than such fees and expenses contemplated by the following clause) and (ii) (x) fees and expenses
in connection with the Medicis Acquisition, (y) fees and expenses in connection with the Bausch & Lomb Acquisition and (z)
fees and expenses in connection with the Sun Acquisition;


 


(j)       other
non-Cash charges (including impairment charges and other write offs of intangible assets and goodwill,
but excluding any such non-Cash charge to the
extent that it represents an accrual or reserve for potential Cash items in any future period
or amortization of a prepaid Cash charge that was paid in a prior period); provided
that if any such non-Cash charge (or
any portion thereof) represents an accrual or reserve for
any potential
Cash items in any future period, (i) the Borrower may elect
not to add back 



    -15-


     


    

such non-Cash charge in the then-current period and instead add back such amount to a following period, and (ii)
to the extent the Borrower elects to add back such non-Cash charge, the Cash payment in respect thereof in such future period shall
be subtracted from Consolidated Adjusted EBITDA to the same extent in such future period;


 


(k)       the
amount of costs savings and synergies projected by Borrower in good faith to be realized on or prior to September 30, 2012 as a
result of the 2010 Transactions, net of the amount of actual cost savings and synergies realized during such period as a result
of the 2010 Transactions; provided that (i) such cost savings and synergies are (A) reasonably identifiable, (B) factually
supportable and (C) certified by the chief financial officer (or the equivalent thereof) of Borrower and (ii) the aggregate amount
of such cost savings and synergies increasing Consolidated Adjusted EBITDA pursuant to this clause (k) shall not exceed $140,000,000;


 


(l)       fees
and expenses in connection with the amendment, amendment and restatement, supplement, modification or waiver of this Agreement
or any other Indebtedness, whether or not successful; and 


 


(m)       costs,
fees and expenses relating to (i) Philidor Rx Services-related matters and/or product pricing-related matters, (ii) the Inaccurate
Information and (iii) any review by the Board of Directors, including any special or ad hoc committee thereof, related to any of
the foregoing items in (i) and (ii). Without limiting the items related to the foregoing sentence, such costs, fees and expenses
may include, without limitation, all costs, fees and expenses in connection with (w) any employee retention and/or severance implemented
after March 1, 2016, (x) any hearing, investigation or litigation related to any of the foregoing, (y) the revision, restatement
or supplement of corresponding financial information related to the Borrower as a result of any of the foregoing and (z) any advisors,
counsel or consultants related to any of the foregoing, in an aggregate amount under this clause (m) not to exceed $175,000,000;
minusand


 


(n)       the
amount of any expense, charge or loss, in each case that is actually reimbursed or reasonably expected to be reimbursed within
365 days by third parties pursuant to indemnification or reimbursement provisions or similar agreements or insurance (it being
understood that if the amount received in Cash under any such agreement or insurance in any period exceeds the amount of expense,
charge or loss during such period, any excess amount received may be carried forward and applied against any expense, charge or
loss in any future period); provided that if any expected reimbursements added back pursuant to this clause (n) are not received
within the time period required hereby, such amounts shall be subtracted from Consolidated Adjusted EBITDA with respect to such
period; minus


 


(ii) non-Cash gains increasing Consolidated Net Income for such
period (excluding any such non-Cash gain to the extent it represents the reversal of an accrual or reserve for potential Cash items
in any prior period and any such non-Cash gain relating to Cash received in a prior period (or to be received in a future period)).


 


The Lenders hereby agree that clauses (i)(g)(i)(y), (i)(i)(i)(x),
(i)(l) and (i)(m) hereof shall be deemed to have been in effect for any period ending on and after December 31, 2015. The
Lenders hereby agree that clauses (i)(f) and (i)(n) hereof shall be deemed to have been in effect for any period ending on and
after December 31, 2016. In accordance with Section 5.1(c), the Borrower may redetermine Consolidated Adjusted EBITDA for the fiscal
year ended December 31, 2016.


 


“Consolidated Capital Expenditures”
means, for any period, the aggregate of all expenditures of Borrower and its Subsidiaries during such period determined on a consolidated
basis that, in accordance with GAAP, are or should be included in “purchase of property and equipment” or similar items
reflected in the consolidated statement of cash flows of Borrower and its Subsidiaries; provided that Consolidated Capital
Expenditures shall not include any expenditures (i) for replacements and substitutions for fixed assets, capital assets or equipment
to the extent made with Net Insurance/Condemnation Proceeds invested pursuant to Section 2.14(b) or with Net Asset Sale Proceeds
invested pursuant to Section 2.14(a), (ii) which constitute a Permitted Acquisition permitted under Section 6.8, (iii) made by
Borrower or any of its Subsidiaries to effect leasehold improvements to any property leased by Borrower or such Subsidiary as lessee,
to the extent that such expenses have been reimbursed



    -16-


     


    

 by the landlord or (iv) made with the proceeds from the issuance of Equity
Interests of Borrower permitted hereunder that are Not Otherwise Applied.


 


“Consolidated Current Assets”
means, as at any date of determination with respect to any Person, the total assets of such Person and its Subsidiaries on a consolidated
basis that may properly be classified as current assets in conformity with GAAP, excluding Cash and Cash Equivalents.


 


“Consolidated Current Liabilities”
means, as at any date of determination with respect to any Person, the total liabilities of such Person and its Subsidiaries on
a consolidated basis that may properly be classified as current liabilities in conformity with GAAP, excluding the current portion
of long term debt.


 


“Consolidated Excess Cash Flow”
means, for any period, an amount (if positive) equal to:


 


(i)the sum, without duplication, of the amounts
for such period of (a) Consolidated Net Income, plus, (b) to the extent reducing Consolidated Net Income, the sum, without
duplication, of amounts for non Cash charges reducing Consolidated Net Income (including for depreciation and amortization and
impairment charges and other write offs of intangible assets and goodwill but excluding any such non Cash charge to the extent
that it represents an accrual or reserve for a potential Cash charge in any future period or amortization of a prepaid Cash charge
that was paid in a prior period), plus (c) the Consolidated Working Capital Adjustment, minus


 


(ii)the sum, without duplication, of (a) the
amounts for such period paid from Internally Generated Cash of (1) voluntary
or mandatory permanent principal prepayments, mandatory repurchases or scheduled repayments of Indebtedness for borrowed
money (excluding (I) repayments of Revolving Loans or,
Swing Line Loans or other revolving lines of credit except
to the extent the Revolving Commitments or other revolving lines of
credit are permanently reduced in connection with such repayments and
(II) voluntary repayments of the Term Loans made with Internally Generated Cash) and scheduled repayments of obligations
under Capital Leases (excluding any interest expense portion thereof), (2) Consolidated Capital Expenditures and (3) the aggregate
amount of any premium, make-whole or penalty payments actually paid in Cash by the Borrower or any of its Subsidiaries during such
period that are required to be made in connection with any prepayment of Indebtedness, plus (b) other non Cash gains increasing
Consolidated Net Income for such period (excluding any such non Cash gain to the extent it represents the reversal of an accrual
or reserve for a potential Cash charge in any prior period), plus (c) the aggregate amount of Restricted Junior Payments
made in Cash by Borrower or any of its Subsidiaries during such period pursuant to clauses (d) and (g) of Section 6.4 using Internally
Generated Cash, except to the extent that such Restricted Junior Payments are made to fund expenditures that reduce Consolidated
Net Income, plus (d) the aggregate amount of Investments or other acquisitions made in cash by Borrower or any of its Subsidiaries
during such period pursuant to clauses (g), (h), (i), (j), (k) and (l) of Section 6.6 (other than any intercompany Investments)
or clause (h) of Section 6.8, in each case, using Internally Generated Cash. As used in this clause
(ii), “scheduled repayments of Indebtedness” do not include mandatory prepayments or voluntary prepayments thereof.


 


“Consolidated Interest Expense”
means, for any period, (a) total interest expense (including imputed interest expense in respect of obligations under Capital Leases
as determined in accordance with GAAP as well as interest required to be capitalized in accordance with GAAP) of Borrower and its
Subsidiaries on a consolidated basis for such period with respect to all outstanding Indebtedness of Borrower and its Subsidiaries,
including all commissions, discounts and other fees and charges owed with respect to letters of credit and the net effect of Interest
Rate Agreements, but excluding, however, any amount not payable in Cash during such period and any amounts referred to in Section
2.11(c) payable on or before the Third Restatement Date, minus (b) total interest income of Borrower and its Subsidiaries
on a consolidated basis for such period.


 


“Consolidated Net Income”
means, for any period, the net income (or loss) of Borrower and its Subsidiaries on a consolidated basis for such period taken
as a single accounting period determined in conformity with GAAP, provided that there will be excluded (a) the income (or
loss) of any Person (other than a Subsidiary of Borrower) in which any other Person (other than Borrower or any of its Subsidiaries)
has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to Borrower or any of
its Subsidiaries by



    -17-


     


    

 such Person during such period, (b) except as otherwise expressly provided herein, the income (or loss)
of any Person accrued prior to the date it becomes a Subsidiary of Borrower or is merged into or consolidated with Borrower or
any of its Subsidiaries or the income (or loss) in respect of the assets of any Person accrued prior to the date such assets are
acquired by Borrower or any of its Subsidiaries, (c) the income of any Subsidiary of Borrower (other than any such Subsidiary that
is a Credit Party) during such period to the extent that the declaration or payment of dividends or similar distributions by that
Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to that Subsidiary, (d) any after tax gains or losses attributable
to Asset Sales and casualty or condemnation events (of the type described in the definition of “Net Insurance/Condemnation
Proceeds”) or returned surplus assets of any Pension Plan, in each case accrued during such period, (e) (to the extent not
included in clauses (a) through (d) above) any net extraordinary gains or net extraordinary losses accrued during such period,
(f) the cumulative effect of a change in accounting principles and (g) solely for purposes of calculating the CNI Growth Amount
for such period, amortization or depreciation expense incurred during such period with respect to assets that are used or useful
in the business or lines of business in which Borrower and/or its Subsidiaries are engaged as of the Third Restatement Date or
similar or related or ancillary businesses; provided further that, without duplication of amounts included in clause (a)
of the preceding proviso, the net income of a Specified Joint Venture for such period shall be included in the calculation of Consolidated
Net Income in proportion to Borrower and its Subsidiaries’ Equity Interests in such Specified Joint Venture (provided
that the net income of all Specified Joint Ventures included pursuant to this proviso for any period shall not exceed 10% of the
aggregate Consolidated Net Income for Borrower and its Subsidiaries for such period); provided, further, that, without
duplication of any amounts that may be eligible to be included in clause (a) of the first proviso, the net income of a Permitted
Majority Investment for such period shall be included in the calculation of Consolidated Net Income in proportion to Borrower and
its Subsidiaries’ Equity Interests in such Permitted Majority Investment.


 


“Consolidated Secured Indebtedness”
means, as of any date of determination, Consolidated Total Debt that is secured by a Lien on any assets of Borrower and its Subsidiaries.


 


“Consolidated Total Assets”
means, as of any date of determination, the total assets of Borrower and its Subsidiaries, determined on a consolidated basis in
accordance with GAAP.


 


“Consolidated Total Debt”
means, as at any date of determination, the aggregate principal amount of all Indebtedness of Borrower and its Subsidiaries determined
on a consolidated basis in accordance with GAAP (net of unrestricted and unencumbered Cash and Cash Equivalents of Borrower and
its Subsidiaries as of such date in an amount not to exceed $600,000,000), provided that the term “Indebtedness”
(for purposes of this definition) shall not include any letter of credit, except to the extent of unreimbursed amounts thereunder,
provided that Consolidated Total Debt shall not include (x) any unreimbursed amount under commercial letters of credit until
one (1) day after such amount is drawn and (y) the Net Mark-to-Market Exposure of any Hedge Agreement, provided further
that, for purposes of the definition of “Consolidated Total Debt” the Indebtedness in respect of convertible debt securities
shall be deemed to be the aggregate principal amount thereof outstanding as of such date of determination.


 


“Consolidated Working Capital”
means, as at any date of determination, the Consolidated Current Assets of Borrower minus the Consolidated Current Liabilities
of Borrower, in each case as of such date. Consolidated Working Capital at any date may be a positive or negative number.


 


“Consolidated Working Capital Adjustment”
means, for any period on a consolidated basis, the Consolidated Working Capital as of the beginning of such period minus
the Consolidated Working Capital as of the end of such period. The Consolidated Working Capital Adjustment for any period may be
a positive or negative number. In calculating the Consolidated Working Capital Adjustment there shall be excluded the effect of
reclassification during such period of current assets to long term assets and current liabilities to long term liabilities and
the effect of any Permitted Acquisition or any sales, transfers or other
dispositions of any material assets outside the ordinary course of business during such period.


 


“Contractual Obligation”
means, as applied to any Person, any provision of any Security issued by that Person or of any indenture, mortgage, deed of trust,
contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is
bound or to which it or any of its properties is subject.


 



    -18-


     


    




“Contribution Agreement”
means a contribution agreement substantially in the form of Exhibit L among the Credit Parties and Administrative Agent.


 


“Conversion/Continuation Date”
means the effective date of a continuation or conversion, as the case may be, as set forth in the applicable Conversion/Continuation
Notice.


 


“Conversion/Continuation Notice”
means a Conversion/Continuation Notice substantially in the form of Exhibit A-2.


 


“Converted
Term Loans” as defined in Amendment No. 14.


 


“Corresponding Debt”
as defined in Section 10.30(b) and Section 10.32, as applicable.


 


“Corresponding Obligations”
as defined in Section 10.34(a).


 


“Counterpart Agreement”
means a Counterpart Agreement substantially in the form of Exhibit G delivered by a Credit Party pursuant to Section 5.10 or a
similar agreement, in form and substance reasonably acceptable to the Administrative Agent, pursuant to which any Credit Party
becomes a Guarantor hereunder. Such Counterpart Agreement may, if reasonably requested by Borrower, include limitations on guarantees
applicable to such Subsidiary and required under Applicable Law.


 


“Credit Date” means the
date of a Credit Extension.


 


“Credit Document” means
any of this Agreement, the Notes, if any, the Canadian Guarantee, the Barbados Guarantee, the Counterpart Agreements, if any, the
Collateral Documents, the Canadian Confirmation of Guarantee and Security, any documents or certificates executed by Borrower in
favor of Issuing Bank relating to Letters of Credit, and all other documents, instruments or agreements executed and delivered
by or on behalf of or at the request of a Credit Party (or any officer of a Credit Party pursuant to the terms hereof) for the
benefit of any Agent, Issuing Bank or any Lender in connection herewith on or after the date hereof and all annexes, appendices,
schedules and exhibits to any of the foregoing, as may be amended, restated, supplemented or otherwise modified from time to time.


 


“Credit Extension” means
the making of a Loan or the issuing of a Letter of Credit.


 


“Credit Party” means
Borrower and each Guarantor.


 


“Cumulative Consolidated Net Income”
means, as of any date of determination, Consolidated Net Income of Borrower and its Subsidiaries for the period (taken as one accounting
period) commencing on the first day of the Fiscal Quarter of Borrower ending on September 30, 2011 and ending on the last day of
the most recently ended Fiscal Quarter or Fiscal Year, as applicable, for which financial statements required to be delivered pursuant
to Section 5.1(a) or Section 5.1(b), and the related Compliance Certificate required to be delivered pursuant to Section 5.1(c),
have been received by Administrative Agent.


 


“Currency Agreement”
means any foreign exchange contract, currency swap agreement, futures contract, option contract, synthetic cap or other similar
agreement or arrangement, each of which is for the purpose of hedging the foreign currency risk associated with Borrower’s
and its Subsidiaries’ operations and not for speculative purposes.


 


“Default” means a condition
or event that, after notice or lapse of time or both, would constitute an Event of Default.


 


“Default Excess” means,
with respect to any Funds Defaulting Lender, the excess, if any, of such Defaulting Lender’s Pro Rata Share of the aggregate
outstanding principal amount of Loans of all Lenders (calculated as if all Funds Defaulting Lenders (including such Funds Defaulting
Lender) had funded all of their 



    -19-


     


    

respective Defaulted Loans) over the aggregate outstanding principal amount of all Loans of such
Funds Defaulting Lender.


 


“Default Period” means,
(x) with respect to any Funds Defaulting Lender, the period commencing on the date that such Lender became a Funds Defaulting Lender
and ending on the earliest of: (i) the date on which all Commitments are cancelled or terminated and/or the Obligations are declared
or become immediately due and payable, (ii) the date on which (a) the Default Excess with respect to such Defaulting Lender shall
have been reduced to zero (whether by the funding by such Defaulting Lender of any Defaulted Loans of such Defaulting Lender or
by the non pro rata application of any voluntary or mandatory prepayments of the Loans in accordance with the terms of Section
2.13 or Section 2.14 or by a combination thereof) or such Defaulting Lender shall have paid all amounts due under Section 9.6,
as the case may be, and (b) such Defaulting Lender shall have delivered to Borrower and Administrative Agent a written reaffirmation
of its intention to honor its obligations hereunder with respect to its Commitments, and (iii) the date on which Borrower, Administrative
Agent and Requisite Lenders waive all failures of such Defaulting Lender to fund or make payments required hereunder in writing;
and (y) with respect to any Insolvency Defaulting Lender, the period commencing on the date such Lender became an Insolvency Defaulting
Lender and ending on the earliest of the following dates: (i) the date on which all Commitments are cancelled or terminated and/or
the Obligations are declared or become immediately due and payable and (ii) the date that such Defaulting Lender ceases to hold
any portion of the Loans or Commitments.


 


“Defaulted Loan” means
any Revolving Loan or portion of any unreimbursed payment under Section 2.3(b)(v) or 2.4(e) not made by any Lender when required
hereunder.


 


“Defaulting Lender” means
any Funds Defaulting Lender or Insolvency Defaulting Lender.


 


“Defined Benefit Plan”
means any Canadian Employee Benefit Plan which contains a “defined benefit provision,” as defined in subsection 147.1(1)
of the Income Tax Act (Canada).


 


“Delayed Draw Commitment”
as defined in the Second Amended and Restated Credit Agreement.


 


“Delayed Draw Term Loan”
means a Tranche A Term Loan made by a Lender pursuant to Section 2.1(a)(ii) of the Second Amended and Restated Credit Agreement.


 


“Deposit Account” means
a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization,
other than an account evidenced by a negotiable certificate of deposit.


 


“Dermik Acquisition”
means the acquisition of certain assets and rights, and assumption of certain liabilities, relating to Dermik, a business unit
of Sanofi, by Borrower and certain of its wholly-owned Subsidiaries pursuant to that certain asset purchase agreement, dated as
of July 8, 2011, by and among Sanofi, Borrower and Valeant International (Barbados) SRL, including the disclosure letter,
schedules, annexes and exhibits attached thereto and all material documents related to the consummation of the transactions contemplated
thereby, as amended, modified and supplemented.


 


“Designated Noncash Consideration”
means non-Cash consideration received by Borrower or any of its Subsidiaries in connection with an Asset Sale that is designated
by Borrower as Designated Noncash Consideration, less the amount of Cash received in connection with a subsequent sale of such
Designated Noncash Consideration, which Cash shall be considered Net Asset Sale Proceeds received as of such date and shall be
applied pursuant to Section 2.14(a).


 


“Disqualified Equity Interests”
means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible
or for which it is exchangeable), or upon the happening of any event or condition (i) matures or is mandatorily redeemable (other
than solely for Equity Interests which are not otherwise Disqualified Equity Interests), pursuant to a sinking fund obligation
or otherwise, (ii) is redeemable at the option of the holder thereof (other than solely for Equity Interests which are not otherwise
Disqualified Equity Interests), in whole or in part, (iii) provides for scheduled payments or dividends in cash, or (iv) is or
becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified



    -20-


     


    

 Equity
Interests, in each case, prior to the date that is 91 days after the latest Term Loan Maturity Date, except, in the case of clauses
(i) and (ii), if as a result of a change of control or asset sale, so long as any rights of the holders thereof upon the occurrence
of such a change of control or asset sale event are subject to the prior payment in full of all Obligations (other than contingent
amounts not yet due), the cancellation or expiration of all Letters of Credit and the termination of the Commitments).


 


“Dollars” and the sign
“$” mean the lawful money of the United States of America.


 


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


 


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


 


“Eligible Assignee” means
any Person other than a natural Person that is (i) a Lender, an Affiliate of any Lender or a Related Fund (any two or more Related
Funds being treated as a single Eligible Assignee for all purposes hereof) or (ii) a commercial bank, insurance company, investment
or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act
or as defined under the Canadian Securities Administrators National Instrument 45-106, as amended, supplemented, replaced or otherwise
modified from time to time) and which extends credit or buys loans in the ordinary course of business; provided, neither
any Credit Party nor any Affiliate thereof shall be an Eligible Assignee.


 


“Eligible Escrow Investments”
means (x)(1) securities issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality
thereof (provided, that the full faith and credit of the U.S. is pledged in support thereof) having repricings or maturities
of not more than one year from the date of acquisition; (2) certificates of deposit and time deposits with maturities of one year
or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits,
in each case, with any United States commercial bank having capital and surplus in excess of $500,000,000 and a Thomson Bank Watch
Rating of “B” or better; (3) repurchase obligations with a term of not more than 14 days for underlying securities
of the types described in clauses (1) and (2) above entered into and (y) money market funds that invest solely in investments of
the kinds described in clauses (1) through (3) of subclause (x) above.


 


“Employee Benefit Plan”
means, in respect of any Credit Party, any “employee benefit plan” as defined in Section 3(3) of ERISA which is or
was sponsored, maintained or contributed to by, or required to be contributed by, Borrower, any of its Subsidiaries or any of its
ERISA Affiliates in each case other than any Canadian Employee Benefit Plan.


 


“Environmental Claim”
means any notice of violation, claim, legal charge, action, suit, proceeding, demand, abatement order or other order or directive
(conditional or otherwise), by any Governmental Authority or any other Person, arising (i) pursuant to or in connection with any
actual or alleged violation of or liability under any Environmental Law; (ii) in connection with any Hazardous Material or any
actual or alleged Release or threat of Release of any Hazardous Materials; or (iii) in connection with any actual or alleged damage,
injury, threat or harm to health, safety, natural resources or the environment.



    -21-


     


    




 


“Environmental Laws”
means the common law, any and all foreign or domestic, federal, state or provincial (or any subdivision of either of them) statutes,
ordinances, by-laws, orders, rules, codes, guidelines, regulations, judgments, Governmental Authorizations, or any other requirements
of Governmental Authorities relating to (i) the generation, use, storage, treatment, presence, handling, abatement, remediation,
transportation or Release or threat of Release of Hazardous Materials; (ii) as it relates to exposure to Hazardous Materials, occupational
safety and health and industrial hygiene; or (iii) land use or the protection of the environment, natural resources, or human,
plant or animal safety, health or welfare, in each of cases (i) through (iii), in any manner applicable to Borrower or any of its
Subsidiaries or any Facility.


 


“Equity Interests” means
any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests,
and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing (excluding
convertible securities to the extent constituting “Indebtedness” for purposes of this Agreement).


 


“Equivalent Amount” means,
at any time, (a) with respect to Dollars or an amount denominated in Dollars, such amount and (b) with respect to an amount denominated
in a currency other than Dollars, the equivalent amount thereof in Dollars at such time on the basis of the Spot Rate as of such
time for the purchase of Dollars with such currency.


 


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


 


“ERISA Affiliate” means,
as applied to any Person, (i) any corporation which is a member of a controlled group of corporations within the meaning of Section
414(b) of the Internal Revenue Code of which that Person is a member; (ii) any trade or business (whether or not incorporated)
which is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Internal
Revenue Code of which that Person is a member; and (iii) any member of an affiliated service group within the meaning of Section
414(m) or (o) of the Internal Revenue Code of which that Person, any corporation described in clause (i) above or any trade or
business described in clause (ii) above is a member. Any former ERISA Affiliate of Borrower or any of its Subsidiaries shall continue
to be considered an ERISA Affiliate of Borrower or any such Subsidiary within the meaning of this definition with respect to the
period such entity was an ERISA Affiliate of Borrower or such Subsidiary and with respect to liabilities arising after such period
for which Borrower or such Subsidiary could be liable under the Internal Revenue Code or ERISA.


 


“ERISA Event” means (i)
a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect
to any Pension Plan (excluding those for which the provision for 30 day notice to the PBGC has been waived by regulation); (ii)
the failure to meet the minimum funding standard of Section 412 of the Internal Revenue Code with respect to any Pension Plan (whether
or not waived in accordance with Section 412(c) of the Internal Revenue Code) or the failure to make by its due date a required
installment under Section 430(j) of the Internal Revenue Code with respect to any Pension Plan or the failure to make any required
contribution to a Multiemployer Plan; (iii) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2)
of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (iv) the
withdrawal by Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two or more
contributing sponsors or the termination of any such Pension Plan resulting in liability to Borrower, any of its Subsidiaries or
any of their respective ERISA Affiliates pursuant to Section 4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings
to terminate any Pension Plan, or the occurrence of any event or condition which might constitute grounds under ERISA for the termination
of, or the appointment of a trustee to administer, any Pension Plan; (vi) the imposition of liability on Borrower, any of its Subsidiaries
or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section
4212(c) of ERISA; (vii) the withdrawal of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates in a complete
or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential
liability therefore, or the receipt by Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates of notice
from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends
to terminate or has terminated under Section 4041A or 4042 of ERISA; (viii) the occurrence of an act or 



    -22-


     


    

omission which could give
rise to the imposition on Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates of fines, penalties, taxes
or related charges under Chapter 43 of the Internal Revenue Code or under Section 409, Section 502(c), (i) or (l), or Section 4071
of ERISA in respect of any Employee Benefit Plan; (ix) the assertion of a material claim (other than routine claims for benefits)
against any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof, or against Borrower, any of its Subsidiaries
or any of their respective ERISA Affiliates in connection with any Employee Benefit Plan; (x) receipt from the Internal Revenue
Service of notice of the failure of any Pension Plan (or any other Employee Benefit Plan intended to be qualified under Section
401(a) of the Internal Revenue Code) to qualify under Section 401(a) of the Internal Revenue Code, or the failure of any trust
forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Internal Revenue Code; or (xi)
the imposition of a Lien on the assets of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates pursuant
to Section 430(k) of the Internal Revenue Code or ERISA or a violation of Section 436 of the Internal Revenue Code by Borrower,
any of its Subsidiaries or any of their respective ERISA Affiliates.


 


“Escrow Account” means
a deposit or securities account at a financial institution (such institution, the “Escrow Agent”) into which
the Escrowed Funds are deposited.


 


“Escrow Acquisition”
has the meaning given to such term in the definition of the term “Acquisition Escrow Debt.”


 


“Escrow Acquisition Termination
Date” means the agreed “termination date” of any Escrow Acquisition.


 


“Escrow Agent” shall
have the meaning given to such term in the definition of the term “Escrow Account.”


 


“Escrow Issuer” means
a newly-formed, wholly-owned subsidiary of Borrower, which, prior to the consummation of the Medicis Acquisition, shall have no
operations, assets or activities, other than the entering into of the New Senior Notes Documents, the issuance of the New Senior
Notes, and activities incidental thereto, including the deposit of the Escrow Funds in the Escrow Account.


 


“Escrowed Funds” means
an amount, in cash or Eligible Escrow Investments, not to exceed the sum of (a) the issue price of the New Senior Notes, plus (b)
the Additional Escrow Amount, plus (c) so long as they are retained in the Escrow Account, any income, proceeds or products of
the foregoing.


 


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


 


“Eurodollar Rate” means
for any Interest Period as to any Eurodollar Rate Loan, (i) the rate per annum determined by the Administrative Agent to be
the offered rate which appears on the page of the Reuters Screen which displays the London interbank offered rate administered
by ICE Benchmark Administration Limited (such page currently being the LIBOR01 page) (the “LIBO Rate”) for deposits
(for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in Dollars, determined as
of approximately 11:00 a.m. (London, England time), two Business Days prior to the commencement of such Interest Period, (ii) in
the event the rate referenced in the preceding clause (i) does not appear on such page or service or if such page or service
shall cease to be available, the rate determined by the Administrative Agent to be the offered rate on such other page or other
service which displays the LIBO Rate for deposits (for delivery on the first day of such Interest Period) with a term equivalent
to such Interest Period in Dollars, determined as of approximately 11:00 a.m. (London, England time) two Business Days prior
to the commencement of such Interest Period or (iii) in the event the rates referenced in the preceding clauses (i) and
(ii) are not available, the rate per annum determined by the Administrative Agent to be the average offered quotation rate by major
banks in the London interbank market to Barclays for deposits (for delivery on the first day of the relevant period) in Dollars
of amounts in same day funds comparable to the principal amount of the Eurodollar Rate Loan for which the Eurodollar Rate is then
being determined with maturities comparable to such Interest Period as of approximately 11:00 a.m. (London, England time)
two Business Days prior to the commencement of such Interest Period; provided that if LIBO Rates are quoted under either
of the preceding clauses (i) or (ii), but there is no such quotation for the Interest Period elected, the LIBO Rate shall be equal
to the



    -23-


     


    

 Interpolated Rate; provided, further that if any such rate determined pursuant to the preceding clauses (i),
(ii) or (iii) is below zero, the Eurodollar Rate will be deemed to be zero.


 


“Eurodollar Rate Loan”
means a Loan bearing interest at a rate determined by reference to the Adjusted Eurodollar Rate.


 


“Event of Default” means
each of the conditions or events set forth in Section 8.1.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.


 


“Excluded Subsidiary”
means (a) any Subsidiary that is not a wholly-owned Subsidiary and (b) any Immaterial Subsidiary.


 


“Excluded Taxes” means,
with respect to any Agent, any Lender (including each Swing Line Lender and Issuing Bank) or any other recipient of any payment
to be made by or on account of any obligation of any Credit Party hereunder or under any other Credit Document, (a) any Taxes imposed
on (or measured by) its net income or profits (or any franchise or similar Taxes in lieu thereof) or, in the case of Canada, capital,
by a jurisdiction as a result of (i) the recipient being organized, resident or, in the case of any Lender, having its lending
office located or (ii) the recipient carrying on or being engaged in or being deemed to carry on or be engaged in a trade or business
(including having a permanent establishment) for Tax purposes (other than any trade or business arising or deemed to arise from
such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received
or perfected a security interest under, engaged in any other transactions pursuant to, or enforced, any Credit Documents), in such
jurisdiction (including any political subdivision of such jurisdiction), (b) any branch profits tax within the meaning of section
884(a) of the Internal Revenue Code or similar Tax imposed by any jurisdiction described in clause (a) and (c) any withholding
tax (including U.S. federal backup withholding tax) that is attributable to a Lender’s failure to comply with Section 2.20(d).


 


“Existing Revolving Loans”
as defined in Section 2.26(b).


 


“Existing Revolving Tranche”
as defined in Section 2.26(b).


 


“Existing Term Loan Tranche”
as defined in Section 2.26(a).


 


“Existing Tranche” shall
mean any Existing Term Loan Tranche or Existing Revolving Tranche, as applicable.


 


“Extended Revolving Commitments”
as defined in Section 2.26(b).


 


“Extended Revolving Loans”
as defined in Section 2.26(b).


 


“Extended Revolving Loan Exposure”
means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Extended Revolving
Loans of such Lender.


 


“Extended Term Loans”
as defined in Section 2.26(a).


 


“Extended Term Loan Exposure”
means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Extended Term Loans
of such Lender.


 


“Extending Lender” as
defined in Section 2.26(c).


 


“Extension Amendment”
as defined in Section 2.26(d).


 


“Extension Date” means
any date on which any Existing Term Loan Tranche or Existing Revolving Tranche is modified to extend the related scheduled maturity
date(s) in accordance with Section 2.26 (with respect 



    -24-


     


    

to the Lenders under such Existing Term Loan Tranche or Existing Revolving
Tranche which agree to such modification).


 


“Extension Election”
as defined in Section 2.26(c).


 


“Extension Request” means
any Term Loan Extension Request or Revolving Extension Request.


 


“Extension Tranche” means
all Extended Term Loans of the same tranche or Extended Revolving Commitments of the same tranche that are established pursuant
to the same Extension Amendment (or any subsequent Extension Amendment to the extent such Extension Amendment expressly provides
that the Extended Term Loans or Extended Revolving Commitments, as applicable, provided for therein are intended to be a part of
any previously established Extension Tranche).


 


“Facility” means any
real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore owned, leased,
operated or used by Borrower or any of its Subsidiaries or any of their respective predecessors or Affiliates.


 


“Federal Funds Effective Rate”
means, for any day, the rate per annum (expressed as a decimal, rounded upwards, if necessary, to the next higher 1/100 of 1%)
equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System on
such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that,
(i) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next
preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on such next
succeeding Business Day, the Federal Funds Rate for such day shall be the average (rounded upwards, if necessary, to the next higher
1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.


 


“Financial Officer Certification”
means, with respect to the financial statements for which such certification is required, the certification of the chief financial
officer (or the equivalent thereof) of Borrower that such financial statements fairly present, in all material respects, the financial
condition of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for
the periods indicated, subject to changes resulting from audit and normal year end adjustments.


 


“Financial Plan” as defined
in Section 5.1(i).


 


“First Amended and Restated Credit
Agreement” as defined in the recitals.


 


“First Restatement Date”
means August 10, 2011.


 


“First Priority” means,
with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document, that such Lien is the only
Lien to which such Collateral is subject, other than any Permitted Lien.


 


“Fiscal Quarter” means
a fiscal quarter of any Fiscal Year.


 


“Fiscal Year” means the
fiscal year of Borrower and its Subsidiaries ending on December 31 of each calendar year.


 


“Flood Hazard Property”
means any Real Estate Asset subject to a Mortgage in favor of Collateral Agent, for the benefit of the Secured Parties, and located
in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards.


 


“Foreign Security Agreements”
as defined in Section 10.29.


 


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


 



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“French Parallel Debt”
as defined in Section 10.30(a).


 


“French Security Documents”
as defined in Section 10.30.


 


“Funding Notice” means
a notice substantially in the form of Exhibit A-1.


 


“Funds Defaulting Lender”
means any Lender who (i) defaults in its obligation to fund any Revolving Loan or its portion of any unreimbursed payment under
Section 2.3(b)(v) or 2.4(e) or its Pro Rata Share of any payment under Section 9.6 within
two Business Days of the date such amounts were required to be funded hereunder unless such Lender notifies the Administrative
Agent and the Borrower in writing that such failure is the result of such Lender’s determination in good faith that one or
more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically
identified in such writing) has not been satisfied, (ii) has notified Borrower or Administrative Agent in writing, or
has made a public statement, that it does not intend to comply with its obligation to fund any Revolving Loan or its portion of
any unreimbursed payment under Section 2.3(b)(v) or 2.4(e) or its Pro Rata Share of any payment under Section 9.6,
(unless such writing or public statement relates to such Lender’s
obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination in good faith that
a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified
in such writing or public statement) cannot be satisfied), (iii) has failed to confirm that it will comply with its
obligation to fund any Revolving Loan or its portion of any unreimbursed payment under Section 2.3(b)(v) or 2.4(e) or its Pro Rata
Share of any payment under Section 9.6 within five Business Days after written request for such confirmation from Administrative
Agent (which request may only be made after all conditions to funding have been satisfied); provided that such Lender shall
cease to be a Funds Defaulting Lender upon receipt of such confirmation by Administrative Agent, or (iv) has failed to pay to Administrative
Agent or any other Lender any amount (other than its portion of any Revolving Loan or amounts required to be paid under Section
2.3(b)(v), 2.4(e) or 9.6 or any other amount that is de minimis) due under any Credit Document within five Business Days
of the date due, unless such amount is the subject of a good faith dispute.


 


“GAAP” means, subject
to the limitations on the application thereof set forth in Section 1.2, United States generally accepted accounting principles
in effect as of the date of determination thereof.


 


“German Parallel Debt”
as defined in Section 10.32.


 


“Governmental Acts” means
any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.


 


“Governmental Authority”
means any federal, state, provincial, territorial, municipal, national or other government, governmental department, commission,
board, bureau, court, agency, organization, central bank, tribunal or instrumentality or political subdivision thereof or any other
entity, officer or examiner exercising executive, legislative, judicial, regulatory, governmental (quasi-governmental) or administrative
functions of or pertaining to any government or any court or central bank, in each case whether associated with a state of the
United States, the United States, a province or territory of Canada, Canada, Barbados, or a foreign entity or government.


 


“Governmental Authorization”
means any permit, license, approval, authorization, plan, directive, direction, certificate, accreditation, registration, notice,
agreement, consent order or consent decree or other like instrument of, from or required by any Governmental Authority.


 


“Grantor” means Borrower
and each of its Subsidiaries, in each case granting a Lien to Collateral Agent to secure any Obligations.


 


“GSLP” as defined in
the preamble hereto.


 


“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 



    -26-


     


    

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 in respect of any letter of credit
or letter of guaranty issued to support such Indebtedness or obligation, provided that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” as a verb has a corresponding
meaning.


 


“Guaranteed Obligations”
as defined in Section 7.1.


 


“Guarantor” means, (i)
on the Third Restatement Date, each of Borrower’s Subsidiaries listed on Schedule 1.1(b) and (ii) thereafter, any Person
that executes a Counterpart Agreement, pursuant to Section 5.10.


 


“Guarantor Subsidiary”
means each Guarantor other than Borrower.


 


“Guaranty” means the
guaranty of each Guarantor set forth in Section 7.


 


“Hazardous Materials”
means any chemical, material or substance: (i) that is prohibited, limited, restricted or otherwise regulated under Environmental
Laws, (ii) that may or could reasonably be expected to pose a hazard to the health and safety of the owners, occupants or any Persons
in the vicinity of any Facility or to the indoor or outdoor environment, or (iii) that are included in the definition of “hazardous
substances,” “waste,” “hazardous waste,” “hazardous materials,” “toxic substances,”
“pollutants,” “polluting substance,” “contaminants,” “contamination,” “dangerous
goods,” “deleterious substances” or words of similar import under any Environmental Law.


 


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


 


“Highest Lawful Rate”
means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received
under the laws applicable to any Lender which are presently in effect or, to the extent allowed by law, under such Applicable Law
which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than Applicable Law now allows.


 


“Historical Financial Statements”
means as of the Third Restatement Date, (i) the audited consolidated financial statements of Borrower and its Subsidiaries, for
the immediately preceding three Fiscal Years ended more than 90 days prior to the Third Restatement Date, consisting of consolidated
balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows for such Fiscal Years,
and (ii) the unaudited consolidated financial statements of Borrower and its Subsidiaries as of the most recent ended Fiscal Quarter
after the date of the most recent audited consolidated financial statements and ended at least 45 days prior to the Third Restatement
Date, consisting of a consolidated balance sheet and the related consolidated statements of income and cash flows for the three-,
six- or nine-month period, as applicable, ending on such date, and, in each case, certified by the chief financial officer of Borrower
that they fairly present, in all material respects, the financial condition of Borrower and its Subsidiaries, respectively, as
at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting
from audit and normal year end adjustments and the absence of footnotes in the case of the unaudited consolidated financial statements.


 


“Immaterial Subsidiary”
means any Subsidiary of Borrower, designated in writing to Administrative Agent by Borrower as an “Immaterial Subsidiary,”
that, individually and collectively with all other Immaterial



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 Subsidiaries as of the relevant date of determination, has (i) total
assets as of such date of less than 7.5% of Consolidated Total Assets as of such date and (ii) total revenues for the ended
four-fiscal-quarter period most recently ended prior to such date of less than 7.5% of the consolidated total revenues of
Borrower and its Subsidiaries for such period. It is understood and agreed that Borrower may, from time to time, redesignate any
Immaterial Subsidiary as a non-Immaterial Subsidiary to the extent that the requirements set forth in Section 5.10 are satisfied
with respect to such Subsidiary at or prior to the date of such redesignation.


 


“Inaccurate Information”
means any financial reporting or financial statements or projections or pro forma financial information (and any related disclosures)
maintained or provided on or prior to April 6, 2016 by or relating to Borrower which recognized revenue incorrectly as described
in Borrower’s press release dated March 21, 2016, Borrower’s Form 12b-25 filing dated February 29, 2016 and Borrower’s
Form 8-K filing dated March 21, 2016, including any such reporting as it may have impacted Borrower’s balance sheet, consolidated
statements of income and cash flows for such periods.


 


“Increased Amount Date”
as defined in Section 2.25.


 


“Increased Cost Lender”
as defined in Section 2.23.


 


“Indebtedness” means,
as applied to any Person, without duplication, (i) all indebtedness of such Person for borrowed money (including for the avoidance
of doubt, convertible debt securities); (ii) that portion of obligations of such Person with respect to Capital Leases that is
properly classified as a liability on a balance sheet of such Person in conformity with GAAP; (iii) notes payable and drafts accepted
representing extensions of credit to such Person whether or not representing obligations for borrowed money; (iv) any obligation
of such Person owed for all or any part of the deferred purchase price of property or services including any earn out obligations
to the extent required to be reflected on a consolidated balance sheet of Borrower prepared in accordance with GAAP (excluding
any such obligations incurred under ERISA), which purchase price is (a) due more than twelve months from the date of incurrence
of the obligation in respect thereof or (b) evidenced by a note or similar written instrument; (v) all indebtedness of such Person
secured by any Lien on any property or asset owned or held by such Person regardless of whether the indebtedness secured thereby
shall have been assumed by such Person or is nonrecourse to the credit of such Person; (vi) the face amount of any letter of credit
issued for the account of such Person or as to which that Person is otherwise liable for reimbursement of drawings; (vii) Disqualified
Equity Interests issued by such Person; (viii) the direct or indirect guaranty, endorsement (otherwise than for collection or deposit
in the ordinary course of business), co making, discounting with recourse or sale with recourse by such Person of the obligation
of another Person to the extent such obligation would constitute Indebtedness pursuant to any of clauses (i) through (vii) or clause
(xi) hereof; (ix) any obligation of such Person the primary purpose or intent of which is to provide assurance to an obligee that
the obligation constituting Indebtedness pursuant to clauses (i) through (vii) or (xi) hereof of the obligor thereof will be paid
or discharged, or any agreement relating thereto will be complied with, or the holders thereof will be protected (in whole or in
part) against loss in respect thereof; (x) any liability of such Person for an obligation constituting Indebtedness pursuant to
clauses (i) through (vii) or (xi) hereof of another through any agreement (contingent or otherwise) (a) to purchase, repurchase
or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation
(whether in the form of loans, advances, stock purchases, capital contributions or otherwise) or (b) to maintain the solvency or
any balance sheet item, level of income or financial condition of another if, in the case of any agreement described under subclauses
(a) or (b) of this clause (x), the primary purpose or intent thereof is as described in clause (ix) above; and (xi) the Net Mark-to-Market
Exposure of any Hedge Agreement. The amount of Indebtedness of any Person for purposes of clause (v) above shall (unless such Indebtedness
has been assumed by such Person) be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and
(ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.


 


“Indemnified Liabilities”
means, collectively, any and all liabilities, obligations, losses, damages (expectation, reliance or otherwise, and including natural
resource damages), penalties, claims (including Environmental Claims), fines, orders, actions, judgments, suits, costs (including
the costs of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action necessary
to remove, remediate, clean up or abate any Release or threat of Release of Hazardous Materials) and expenses (including the reasonable
fees and disbursements of counsel for Indemnitees in connection with any investigative, administrative or judicial proceeding or
hearing commenced or threatened by any Person, whether or not any such Indemnitee shall be 



    -28-


     


    

designated as a party or a potential
party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect or consequential
and whether based on any Applicable Law or on contract or otherwise, that may be issued to, imposed on, incurred or suffered by,
or asserted against any such Indemnitee, in any manner relating to or arising out of (i) this Agreement or the other Credit Documents
or the transactions contemplated hereby or thereby (including the Lenders’ agreement to make Credit Extensions (including,
for the avoidance of doubt, any Issuing Bank agreement to issue Letters of Credit), the syndication of the credit facilities provided
for herein or the use or intended use of the proceeds thereof, or any enforcement of any of the Credit Documents (including any
sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty)) or (ii) any Environmental
Claim or any Release or threat of Release of Hazardous Materials related to Borrower or any of its Subsidiaries, including such
claims or activities relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership,
occupation or use, or practice by or of Borrower or any of its Subsidiaries.


 


“Indemnified Taxes” means
any Taxes other than Excluded Taxes and Other Taxes.


 


“Indemnitee” as defined
in Section 10.3(a).


 


“Indemnitee Agent Party”
as defined in Section 9.6.


 


“Initial Draw Tranche A Term Loan”
means a Tranche A Term Loan made by a Lender to Borrower pursuant to Section 2.1(a)(i) of the Second Amended and Restated Credit
Agreement.


 


“Insolvency Defaulting Lender”
means any Lender with a Revolving Commitment or Term Loan Commitment who (i) has been adjudicated as, or determined by any Governmental
Authority having regulatory authority over such Person or its assets to be, insolvent, (ii) becomes the subject of an insolvency,
bankruptcy, dissolution, liquidation or reorganization proceeding, (iii) becomes the subject of an appointment of a receiver, intervenor
or conservator under any Insolvency Laws now or hereafter in effect or (iv) becomes the subject of a Bail-in Action; provided
that a Lender shall not be an Insolvency Defaulting Lender solely by virtue of the ownership or acquisition by a Governmental Authority
or an instrumentality thereof of any Equity Interest in such Lender or a parent company thereof.


 


“Insolvency Laws” means
any of the Bankruptcy Code, the BIA, the CCAA, the WURA and the CBCA, and any other applicable insolvency, corporate arrangement
or restructuring or other similar law of any jurisdiction including any law of any jurisdiction permitting a debtor to obtain a
stay or a compromise of the claims of its creditors against it.


 


“Installment” as defined
in Section 2.12.


 


“Installment Date” as
defined in Section 2.12.


 


“Intellectual Property”
as defined in the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec
Security Documents, the Barbados Security Documents, the Luxembourg Security Documents and the Swiss Security Documents, as applicable.


 


“Intellectual Property Security
Agreements” has the meaning assigned to that term in the Second Amended and Restated Pledge and Security Agreement and
the Canadian Pledge and Security Agreement, as applicable.


 


“Intercompany Note” means
a promissory note substantially in the form of Exhibit J-1 evidencing Indebtedness owed among Credit Parties and their Subsidiaries.


 


“Interest Coverage Ratio”
means the ratio as of the last day of any Fiscal Quarter, on a Pro Forma
Basis, of (i) Consolidated Adjusted EBITDA for the four Fiscal Quarter period then ended to (ii) Consolidated Interest
Expense for such four Fiscal Quarter period.



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“Interest Payment Date”
means with respect to (i) any Loan that is a Base Rate Loan, each March 31, June 30, September 30 and December 31 of each year,
commencing on the first such date to occur after the Third Restatement Date, and the final maturity date of such Loan; and (ii)
any Loan that is a Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan; provided that, in
the case of each Interest Period of longer than three months “Interest Payment Date” shall also include each date that
is three months, or an integral multiple thereof, after the commencement of such Interest Period.


 


“Interest Period” means,
in connection with a Eurodollar Rate Loan, an interest period of one, two, three or six months (or interest periods of twelve months
if mutually agreed upon by Borrower and the applicable Lenders), as selected by Borrower in the applicable Funding Notice or Conversion/Continuation
Notice, (i) initially, commencing on the Credit Date or Conversion/Continuation Date thereof, as the case may be; and (ii) thereafter,
commencing on the day on which the immediately preceding Interest Period expires; provided that, (a) if an Interest Period
would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day
unless no further Business Day occurs in such month, in which case such Interest Period shall expire on the immediately preceding
Business Day; (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is
no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clauses (c) and (d),
of this definition, end on the last Business Day of a calendar month; (c) no Interest Period with respect to any portion of any
Class of Term Loans shall extend beyond such Class’s Term Loan Maturity Date; and (d) no Interest Period with respect to
any portion of the Revolving Loans shall extend beyond the Revolving Commitment Termination Date.


 


“Interest Rate Agreement”
means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement
or other similar agreement or arrangement.


 


“Interest Rate Determination Date”
means, with respect to any Interest Period, the date that is two Business Days prior to the first day of such Interest Period.


 


“Interpolated Rate” means,
in relation to the LIBO Rate, the rate which results from interpolating on a linear basis between:


 


(i)      the applicable LIBO Rate for the longest
period (for which that LIBO Rate is available) which is less than the Interest Period of that Loan; and


 


(ii)     the applicable LIBO Rate for the shortest
period (for which that LIBO Rate is available) which exceeds the Interest Period of that Loan,


 


each as of approximately 11:00 a.m. (London, England time) two
Business Days prior to the commencement of such Interest Period of that Loan.


 


“Internal Revenue Code”
means the Internal Revenue Code of 1986, as amended to the date hereof and from time to time hereafter, and any successor statute.


 


“Internally Generated Cash”
means, with respect to any period, any cash of Borrower and its Subsidiaries generated during such period, excluding Net Asset
Sale Proceeds, Net Insurance/Condemnation Proceeds and any cash that is received from an incurrence of Indebtedness, an issuance
of Equity Interests or a capital contribution.


 


“Investment” means (i)
any direct or indirect purchase or other acquisition by Borrower or any of its Subsidiaries of, or of a beneficial interest in,
any of the Securities of any other Person (other than a Guarantor Subsidiary); (ii) any direct or indirect purchase or other acquisition
for value, by any Subsidiary of Borrower from any Person (other than Borrower or any other Credit Party), of any Equity Interests
of such Person; (iii) any direct or indirect loan, advance (other than advances to employees for moving, entertainment and travel
expenses, drawing accounts and similar expenditures in the ordinary course of business) or capital contributions by Borrower or
any of its Subsidiaries to any other Person (other than Borrower or any other Credit Party), including all indebtedness and accounts
receivable from that other Person that are not current assets or did not arise from sales to that other Person in the ordinary
course of business and (iv) all investments consisting of any exchange traded or over the counter



    -30-


     


    

 derivative transaction, including
any Interest Rate Agreement and Currency Agreement, whether entered into for hedging or speculative purposes. The amount of any
Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments
for increases or decreases in value, or write ups, write downs or write offs with respect to such Investment, less an amount equal
to any returns of capital or sale proceeds actually received in cash in respect of any such Investment (which amount shall not
exceed the amount of such Investment valued at cost at the time such Investment was made).


 


“Issuance Notice” means
an Issuance Notice in form and substance reasonably satisfactory to Issuing Bank.


 


“Issuing Bank” means
JPMorgan Chase Bank, N.A., including its affiliates and branches, in its capacity as Issuing Bank hereunder, together with its
permitted successors and assigns in such capacity.


 


“January 2015 Additional Series
A-3 Tranche A Term Loan Funding Date” means January 22, 2015.


 


“January 2015 New Revolving Loan
Commitment Effective Date” means January 22, 2015.


 


“January 2015 Revolving Loan Commitment
Increase Joinder Agreement” means the Joinder Agreement, dated as of January 22, 2015, by and among the Borrower, the
Guarantors, the Administrative Agent, the Collateral Agent and the New Revolving Loan Lenders party thereto.


 


“January 2015 Additional Series
A-3 Tranche A Term Loan Joinder Agreement” means the Joinder Agreement, dated as of January 22, 2015, by and among the
Borrower, the Guarantors, the Administrative Agent, the Collateral Agent and the New Term Loan Lenders party thereto.


 


“Joinder Agreement” means
an agreement substantially in the Form of Exhibit K.


 


“Joint Venture” means
a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form and, for the avoidance
of doubt, includes a Specified Joint Venture.


 


“Judgment Conversion Date”
as defined in Section 10.24(a).


 


“Judgment Currency” as
defined in Section 10.24(a).


 


“Lender” means each financial
institution listed on the signature pages hereto as a Lender, and any other Person that becomes a party hereto pursuant to an Assignment
Agreement or a Joinder Agreement.


 


“Lender Counterparty”
means, at any time, each Person that is a counterparty to a Hedge Agreement or Cash Management Agreement, provided that
such Person is a Lender, an Agent, or an Affiliate of a Lender or Agent at such time or was a Lender, an Agent or an Affiliate
of a Lender or Agent, at the time such Hedge Agreement or Cash Management Agreement was entered into or, in the case of any such
Hedge Agreement or Cash Management Agreement in effect as of the Third Restatement Date, Second Restatement Date, First Restatement
Date, Original Closing Date or any time prior thereto, is a Lender, an Agent or an Affiliate of a Lender or an Agent as of the
Third Restatement Date, Second Restatement Date, First Restatement Date or Original Closing Date.


 


“Letter of Credit” means
a commercial or standby letter of credit issued or to be issued by Issuing Bank pursuant to this Agreement.


 


“Letter of Credit Sublimit”
means, as of any date of determination, the lesser of (i) $100,000,000 and (ii) the aggregate unused amount of the Revolving Commitments
then in effect.


 


“Letter of Credit Usage”
means, as of any date of determination, the sum of (i) the maximum aggregate amount which is, or at any time thereafter may become,
available for drawing under all Letters of Credit then outstanding, and (ii) the aggregate amount of all drawings under Letters
of Credit honored by Issuing Bank and not theretofore reimbursed by or on behalf of Borrower.


 



    -31-


     


    




“Leverage Ratio” means
the ratio as of the last day of any Fiscal Quarter of (i) Consolidated Total Debt as of such day to (ii) Consolidated Adjusted
EBITDA for the four Fiscal Quarter period ending on such date.


 


“LIBO Rate” has the meaning
given to such term in the definition of the term “Eurodollar Rate.”


 


“Lien” means (i) any
lien, mortgage, hypothecation, deed of trust, pledge, assignment, security interest, charge, deposit arrangement or encumbrance
of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and
any lease or license in the nature thereof) and any option, trust or other preferential arrangement having the practical effect
of any of the foregoing and (ii) in the case of Securities, any purchase option, call or similar right of a third party with respect
to such Securities.


 


“Loan” means any of a
Tranche A Term Loan, a Tranche B Term Loan, a New Term Loan, a Revolving Loan and a Swing Line Loan.


 


“Luxembourg Guarantor”
means Biovail International, S.à r.l., a private limited liability company (société à responsabilité
limitée) organized under the laws of Luxembourg, and each other Guarantor that is organized under the laws of Luxembourg.


 


“Luxembourg Security Documents”
means each of the documents set forth on Schedule 5.10(c), dated as of the Second Restatement Date, as each of such documents may
be amended, restated, supplemented or otherwise modified from time to time and additional analogous agreements as may be entered
into from time to time in accordance with Section 5.10 and as required by the Collateral Documents.


 


“Margin Stock” as defined
in Regulation U.


 


“Material Adverse Effect”
means a material adverse effect on (i) the business, operations, properties, assets or condition (financial or otherwise) of Borrower
and its Subsidiaries taken as a whole, (ii) the ability of any Credit Party to fully and timely pay its Obligations when due or
(iii) the rights, remedies and benefits available to, or conferred upon, any Agent and any Lender or any Secured Party under any
Credit Document.


 


“Material Real Estate Asset”
means any fee owned Real Estate Asset having a fair market value in excess of $20,000,000; provided that in no event shall
Material Real Estate Assets include the Real Estate Assets of Borrower and its Subsidiaries owned as of the Original Closing Date
and located in (a) Carolina, Puerto Rico and (b) Christ Church, Barbados.


 


“Maximum Amount” as defined
in 7.13(a).


 


“Medicis Acquisition”
means the acquisition of Medicis Pharmaceutical Corporation pursuant to the Medicis Acquisition Agreement.


 


“Medicis Acquisition Agreement”
means the Agreement and Plan of Merger (together with all exhibits and schedules thereto, as the same may be amended, restated,
amended and restated, supplemented or otherwise modified from time to time, collectively, the “Medicis Acquisition Agreement”),
dated as of September 2, 2012, among the Borrower, VPI, one of Borrower’s other wholly owned U.S. domiciled subsidiaries
and Medicis Pharmaceutical Corporation.


 


“Medicis Transactions”
means collectively, (a) the Medicis Acquisition and other related transactions contemplated by the Medicis Acquisition Agreement;
(b) the incurrence of new Term Loans hereunder pursuant to a Joinder Agreement in accordance with Section 2.25 to be entered into
after the Amendment No. 2 Effective Date; (c) the issuance of the New Senior Notes; and (d) the payment of all fees and expenses
owing in connection with the foregoing.


 


“Merger Agreement” means
the Agreement and Plan of Merger, dated as of June 20, 2010, among Borrower, VPI, Biovail Americas Corp. and Beach Merger Corp.,
together with all exhibits, schedules, documents, 



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agreements, and instruments executed and delivered in connection therewith, as
the same may be amended or modified in accordance with the terms thereof.


 


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


 


“Mortgage” means a mortgage,
deed of trust, debenture or similar document creating a Lien on real property, in form and substance reasonably satisfactory to
the Collateral Agent, as it may be amended, restated, supplemented or otherwise modified from time to time.


 


“Multiemployer Plan”
means any Employee Benefit Plan which is a “multiemployer plan” as defined in Section 3(37) of ERISA.


 


“Narrative Report” means,
with respect to the financial statements for which such narrative report is required, a narrative report describing the operations
of Borrower and its Subsidiaries that complies with the applicable requirements under the Exchange Act for a “Management
Discussion and Analysis” for the applicable Fiscal Quarter or Fiscal Year and for the period from the beginning of the then
current Fiscal Year to the end of such period to which such financial statements relate.


 


“Net Asset Sale Proceeds”
means, with respect to any Asset Sale, an amount equal to: (i) Cash payments (including any Cash received by way of deferred payment
pursuant to, or by monetization of, a note receivable or otherwise (including by way of milestone payment), but only as and when
so received) received by Borrower or any of its Subsidiaries from such Asset Sale, minus (ii) any reasonable fees and out-of-pocket
expenses and bona fide direct costs incurred in connection with such Asset Sale, including (a) income or gains taxes payable by
the seller as a result of any gain recognized in connection with such Asset Sale, (b) payment of the outstanding principal amount
of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans) that is secured by a Lien on the stock
or assets in question and that is required to be repaid under the terms thereof as a result of such Asset Sale, (c) a reasonable
reserve for any indemnification payments (fixed or contingent) attributable to seller’s indemnities, contributions, cost
sharings and representations and warranties to purchaser or any advisor in respect of such Asset Sale undertaken by Borrower or
any of its Subsidiaries in connection with such Asset Sale and (d) fees paid for legal and financial advisory services in connection
with such Asset Sale; provided that proceeds from Asset Sales permitted under clause (e) of Section 6.8, shall not be included
in the calculation of proceeds for purposes of this definition except as expressly set forth in such clause.


 


“Net Insurance/Condemnation Proceeds”
means an amount equal to: (i) any Cash payments or proceeds received by Borrower or any of its Subsidiaries (a) under any property
damage or casualty insurance policies in respect of any covered loss thereunder or (b) as a result of the taking of any assets
of Borrower or any of its Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant
to a sale of any such assets to a purchaser with such power under threat of such a taking, minus (ii) (a) any actual and
reasonable costs incurred by Borrower or any of its Subsidiaries in connection with the adjustment or settlement of any claims
of Borrower or such Subsidiary in respect thereof, and (b) any reasonable fees and out-of-pocket expenses and bona fide direct
costs incurred in connection with any sale of such assets as referred to in clause (i)(b) of this definition, including income
taxes payable as a result of any gain recognized in connection therewith.


 


“New Hungarian Civil Code”
as defined in Section 10.31.


 


“Net Mark-to-Market Exposure”
of a Person means, as of any date of determination, the excess (if any) of all unrealized losses over all unrealized profits of
such Person arising from Hedge Agreements. As used in this definition, “unrealized losses” means the fair market value
of the cost to such Person of replacing such Hedge Agreement as of the date of determination (assuming the Hedge Agreement were
to be terminated as of that date), and “unrealized profits” means the fair market value of the gain to such Person
of replacing such Hedge Agreement as of the date of determination (assuming such Hedge Agreement were to be terminated as of that
date).


 


“New Revolving Loan Commitment
Effective Date” means September 11, 2012.


 


“New Revolving Loan Lender”
as defined in Section 2.25.


 



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“New Revolving Loan Commitments”
as defined in Section 2.25.


 


“New Revolving Loan Exposure”
means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the New Revolving Loans
of such Lender.


 


“New Revolving Loan Maturity Date”
means the date on which New Revolving Loans of a Series shall become due and payable in full hereunder, as specified in the applicable
Joinder Agreement, including by acceleration or otherwise.


 


“New Revolving Loans”
as defined in Section 2.25.


 


“New Senior Notes” means
debt securities issued after the Amendment No. 2 Effective Date of the Escrow Issuer to finance a portion of the Medicis Transactions;
provided that the net proceeds of such debt securities are deposited into the Escrow Account upon the issuance thereof.


 


“New Senior Notes Documents”
means the New Senior Notes Indenture, the New Senior Notes Escrow Documents and any other documents entered into by the Borrower,
VPI and/or Escrow Issuer in connection with the New Senior Notes; provided that such documents shall require that (a) if
the Medicis Acquisition shall not be consummated on or before the Termination Date, the New Senior Notes shall be redeemed in full
(the “New Senior Notes Redemption”) no later than the third Business Day after the Termination Date and (b)
the Escrowed Funds shall be released from the Escrow Account before the Termination Date or within three Business Days after the
Termination Date (A) upon the consummation of the Medicis Transactions and applied to finance a portion of the Medicis Acquisition
or (B) to effectuate the New Senior Notes Redemption.


 


“New Senior Notes Escrow Documents”
means the agreement(s) governing the Escrow Account and any other documents entered into in order to provide the Escrow Agent (or
its designee) a Lien on the Escrowed Funds.


 


“New Senior Notes Indenture”
means the indenture pursuant to which the New Senior Notes shall be issued.


 


“New Senior Notes Redemption”
shall have the meaning given to such term in the definition of the term New Senior Notes Documents.


 


“New Term Loan Commitments”
as defined in Section 2.25.


 


“New Term Loan Exposure”
means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the New Term Loans of such
Lender.


 


“New Term Loan Lender”
as defined in Section 2.25.


 


“New Term Loan Maturity Date”
means the date on which New Term Loans of a Series shall become due and payable in full hereunder, as specified in the applicable
Joinder Agreement, including by acceleration or otherwise.


 


“New Term Loans” as defined
in Section 2.25.


 


“Non-Consenting Lender”
as defined in Section 2.23.


 


“Non-Converted
Term Loans” means any Tranche B Term Loans (other than Series F Tranche B Term Loans) outstanding immediately prior to
the Amendment No. 14 Effective Date that are not Converted Term Loans.


 


“Non-Public Information”
means information which has not been disseminated in a manner making it available to investors generally, within the meaning of
Regulation FD.


 



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“Not Otherwise Applied”
means, with reference to any amount of any transaction or event, that such amount (i) was not required to be applied to prepay
the Loans pursuant to Section 2.14, and (ii) was not previously applied in determining the permissibility of a transaction under
the Credit Documents where such permissibility was (or may have been) contingent on the receipt or availability of such amount.


 


“Note” means a Tranche A
Term Loan Note, a Tranche B Term Loan Note, a Revolving Loan Note or a Swing Line Note.


 


“Notice” means a Funding
Notice, an Issuance Notice, or a Conversion/Continuation Notice.


 


“Obligation Currency”
as defined in Section 10.24(a).


 


“Obligations” means all
obligations of every nature of each Credit Party (and, with respect to any obligations in respect of Hedge Agreements and Cash
Management Agreements, any Subsidiary of a Credit Party) owing to any Secured Party (including former Agents) (but limited, in
the case of obligations in respect of Hedge Agreement and Cash Management Agreements, to those obligations owing to Lender Counterparties)
under any Credit Document, Hedge Agreement or Cash Management Agreement whether for principal, interest (including interest which,
but for the filing of a petition in bankruptcy with respect to such Credit Party, would have accrued on any Obligation, whether
or not a claim is allowed against such Credit Party (or, with respect to any obligations in respect of Hedge Agreements and Cash
Management Agreements, any Subsidiary of a Credit Party) for such interest in the related bankruptcy proceeding), reimbursement
of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements or Cash Management Agreements, fees,
expenses, indemnification or otherwise.


 


“Obligee Guarantor” as
defined in Section 7.7.


 


“OFAC” as defined in
Section 4.25.


 


“Organizational Documents”
means (i) with respect to any corporation or company or society with restricted liability, its certificate, memorandum or articles
of incorporation, organization, association or amalgamation or other constituting documents, in each case, as amended, and its
by laws, as amended, (ii) with respect to any limited partnership, its certificate or declaration of limited partnership, as amended,
and its partnership agreement, as amended, (iii) with respect to any general partnership, its partnership agreement, as amended,
and (iv) with respect to any limited liability company, its articles of organization, as amended, and its operating agreement,
as amended. In the event any term or condition of this Agreement or any other Credit Document requires any Organizational Document
to be certified by a Governmental Authority, the reference to any such “Organizational Document” shall only be to a
document of a type customarily certified by such Governmental Authority.


 


“Original Closing Date”
means June 29, 2011.


 


“Original Credit Agreement”
as defined in the recitals.


 


“Orthodermatologics Acquisition”
means the acquisition of certain assets and rights, and assumption of certain liabilities, relating to the Ortho Dermatologics
Division of Janssen Pharmaceuticals, Inc., a Subsidiary of Johnson & Johnson, by certain wholly-owned Subsidiaries of Borrower,
pursuant to that certain asset purchase agreement, dated as of July 15, 2011, by and among Janssen Pharmaceuticals, Inc., Valeant
Pharmaceuticals North America LLC, Valeant International (Barbados) SRL and, solely for the purposes set forth therein, Valeant
Pharmaceuticals International, Inc., including all schedules, annexes and exhibits attached thereto and all material documents
related to the consummation of the transactions contemplated thereby, as amended, modified and supplemented.


 


“Other Taxes” as defined
in Section 2.20(e).


 


“Parallel Debt” means
in relation to an Underlying Debt an obligation to pay to the Administrative Agent an amount equal to (and in the same currency
as) the amount of the Underlying Debt.


 



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“Parallel Debt Undertaking”
as defined in Section 10.34(b).


 


“PATRIOT Act” means the
Uniting and Strengthening America by providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of
Pub. L. 107-56 (signed into law October 26, 2001).


 


“PBGC” means the Pension
Benefit Guaranty Corporation or any successor thereto.


 


“PCTFA” as defined in
Section 4.23.


 


“Pension Plan” means,
in respect of any Credit Party, any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Section 412 of
the Internal Revenue Code or Section 302 of ERISA.


 


“Permitted Acquisition”
means any acquisition by Borrower or any of its wholly owned Subsidiaries, whether by purchase, merger, amalgamation or otherwise,
of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, or a
product or a product candidate of, any Person; provided that:


 


(i)     at the time the definitive documentation
for such Permitted Acquisition is entered into, no Default or Event of Default shall have occurred and be continuing or would result
therefrom;


 


(ii)     all transactions in connection therewith
shall be consummated, in all material respects, in accordance with all Applicable Law and in conformity with all applicable Governmental
Authorizations;


 


(iii)     in the case of the acquisition of Equity
Interests, (a) all of the Equity Interests (except for any such Securities in the nature of directors’ qualifying shares
required pursuant to Applicable Law) acquired or otherwise issued by such Person or any newly formed Subsidiary of Borrower in
connection with such acquisition shall be owned 100% by Borrower or a Guarantor Subsidiary, and (b) Borrower shall have taken,
or shall promptly cause to be taken and, in any event, shall cause to be taken within 60 days of such acquisition (or such longer
period as shall be reasonably acceptable to the Administrative Agent), each of the applicable actions set forth in Section 5.10
(including causing such Subsidiary, other than an Excluded Subsidiary, to become a Guarantor and subject to the Collateral Documents),
it being understood that the acquisition of Equity Interests shall constitute a Permitted Acquisition during such period if it
satisfies all conditions of the definition of Permitted Acquisition other than those set forth in this clause (iii)(b);


 


(iv)     Borrower and its Subsidiaries shall be
in compliance with the financial covenants set forth in Section 6.7 on a Pro Forma Basis after giving effect to such acquisition
as of the last day of the Fiscal Quarter most recently ended for which financial statements are required to have been delivered
pursuant to Section 5.1(a) or 5.1(b), as applicable (as determined in accordance with Section 1.5); provided that, at Borrower'sBorrower’s
option (the Borrower’s election to exercise such option in connection with any Permitted Acquisition, a “Limited
Condition Acquisition Election”), compliance with such covenants may be tested at the time the definitive documentation
for such Permitted Acquisition is entered into (the “Limited Condition Acquisition Test Date”); provided,
further, that if the Borrower has made a Limited Condition Acquisition Election for any Permitted Acquisition, then in connection
with any subsequent calculation of the ratios or baskets on or following the relevant Limited Condition Acquisition Test Date and
prior to the earlier of (i) the date on which such Permitted Acquisition is consummated or (ii) the date that the definitive agreement
for such Permitted Acquisition is terminated or expires without consummation of such Permitted Acquisition, any such ratio or basket
shall be calculated on a Pro Forma Basis assuming such Permitted Acquisition and other transactions in connection therewith (including
any Incurrence of Indebtedness or Liens and the use of proceeds thereof) have been consummated, except that (other than solely
with respect to the incurrence ratios subject to the Limited Condition Acquisition Election) (x) Consolidated Total Assets of any
target or targets of such Permitted Acquisition shall only be used in the determination of any asset-based basket if and when such
Permitted Acquisition has been consummated and (y) Consolidated Adjusted EBITDA and Consolidated Net Income of any target or targets
of such Permitted Acquisition cannot be used for purposes of calculating any restricted payment or builder basket 



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capacity, including
without limitation, under Sections 6.4(h) and 6.6(i), until such Permitted Acquisition has been consummated;


 


(v)     in the case of an acquisition involving
aggregate consideration in excess of $300,000,000, Borrower shall have delivered to Administrative Agent at least two (2) Business
Days prior to the consummation of such proposed acquisition, (i) a Compliance Certificate evidencing compliance with Section 6.7
as required under clause (iv) above and (ii), all other relevant material financial information with respect to such acquired assets,
including the aggregate consideration for such acquisition and any other information required to demonstrate compliance with Section
6.7;


 


(vi)     any Person or assets or division as acquired
in accordance herewith shall be in same business or lines of business in which Borrower and/or its Subsidiaries are engaged as
of the Third Restatement Date or similar or related or ancillary businesses; and


 


(vii)     until such time that (i)
the Borrower delivers (x) the 2015 Year End Financial Information and (y) the 2016 First Quarter Financial Information and (ii)
the Leverage Ratio of the Borrower and its Subsidiaries is less than 4.50 to 1.00, as of the last day of the most
recently ended Fiscal Quarter for which financial statements were required to have been delivered pursuant to Sections 5.1(a) or
(b), neither the Borrower nor any of its Subsidiaries shall be permitted to (A) consummate acquisitions for consideration (other
than solely for Equity Interests of Borrower issued in payment of such consideration and the net proceeds of the issuance of Equity
Interests of Borrower to the extent used to pay such consideration) in excess of $250,000,000
in the aggregate; provided that the Borrower and its
Subsidiaries shall be permitted to consummate such acquisitions for consideration in an amount up to $500,000,000 per annum
(the “Amendment No. 1214
Permitted Acquisition Basket”) (reduced on a dollar-for-dollar basis by (i) Investments
made pursuant to the Amendment No. 1214
Investment Basket and (ii) Restricted Junior Payments made pursuant to);
provided, further, that up to 50% of the unused amount of the Amendment No. 12 Restricted
Junior Payment Basket)14
Permitted Acquisition Basket in any annual period may be carried over to the immediately succeeding annual period, or
(B) directly or indirectly, create or incur any Indebtedness pursuant to Section 2.25,
6.1(p), 6.1(q) or 6.1(s) to finance a Permitted Acquisition.


 


“Permitted Interim Investment”
means any acquisition by Borrower or any of its wholly owned Subsidiaries of any Equity Interests of any Person, which acquisition
has been designated by Borrower in writing to the Administrative Agent as a Permitted Interim Investment; provided that:


 


(i)     such acquisition complies with each of
the conditions set forth in clauses (i), (ii), (iv), (v) and (vi) of the definition of Permitted Acquisition;


 


(ii)     at the time of any such acquisition of
Equity Interests, the Administrative Agent shall have received a certificate from the chief executive officer or the chief financial
officer (or the equivalent thereof) of Borrower certifying that such acquisition is pursuant to a transaction or series of transactions
in which Borrower or a wholly owned Subsidiary of Borrower intends to acquire all remaining Equity Interests of such Person such
that it becomes a wholly owned Subsidiary of Borrower;


 


(iii)     within 180 days following the initial
acquisition of Equity Interests of such Person, Borrower or a wholly owned Subsidiary of Borrower shall have either (x) commenced
and have outstanding a tender offer for all remaining Equity Interests of such Person or (y) entered into and have in effect a
binding merger or similar agreement with such Person (it being understood and agreed that the satisfaction of the condition contained
in this clause (iii) shall be satisfied only if and for so long as any such tender offer remains open and/or such merger or similar
agreement remains in effect);


 


(iv)     except as otherwise agreed by the Administrative
Agent as a result of any applicable rules and regulations of the Board of Governors, all Equity Interests of such Person owned
by Borrower or any of its Subsidiaries shall be pledged, or credited to a securities account at the Collateral Agent, as collateral
for the Obligations; and


 



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(v)     upon the acquisition of the remaining Equity
Interests of such Person such that such Person thereafter becomes a wholly owned Subsidiary of Borrower or any of its Subsidiaries
the aggregate Investment represented by the acquisition of Equity Interests in such Person shall either (x) comply with and satisfy
the requirements of clause (iii) of the definition of Permitted Acquisition or (y) be made pursuant to and in compliance with Section
6.6(d)(ii) or 6.6(i).


 


“Permitted Liens” means
each of the Liens permitted pursuant to Section 6.2.


 


“Permitted Majority Investments”
shall have the meaning given to such term in Section 6.6(o).


 


“Permitted Secured Notes”
means debt securities of any Credit Party that are secured by a Lien ranking pari passu with or junior to the Liens securing
the Obligations; provided that (a) the terms of such debt securities do not provide for any scheduled repayment, mandatory
redemption or sinking fund obligations prior to the latest Term Loan Maturity Date (other than (x) customary offers to repurchase
upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default and (y) any such
debt securities issued after the Amendment No. 13 Effective Date, so long as (i) such debt securities do not provide for any scheduled
repayment, mandatory redemption or sinking fund prior to the date that is five years after the issuance thereof (subject to the
foregoing clause (x)) and (ii) the net proceeds thereof to the Borrower are applied substantially simultaneously with the issuance
of such debt securities to prepay Term Loans (with such prepayment to be applied as specified by the Borrower and otherwise in
accordance with Section 2.15(a)), (b) the covenants, events of default, guarantees, collateral and other terms of which (other
than interest rate and redemption premiums), taken as a whole, are not more restrictive to Borrower or any of its Subsidiaries
than those in this Agreement, as determined by the Borrower in good faith, (c) Borrower will cause the collateral agent or representatives
for the holders of Permitted Secured Notes to enter into an intercreditor agreement with Collateral Agent in form and substance
usual and customary for transactions of this type and otherwise satisfactory to Collateral Agent in its sole discretion, (d) at
the time that any such Permitted Secured Notes are issued (and after giving effect thereto) no Default or Event of Default shall
exist, be continuing or result therefrom, (e) either (i)
on a Pro Forma Basis after giving effect to the incurrence of such Permitted Secured Notes (and the use of proceeds thereof), Borrower
shall be in compliance with the covenants set forth in Section 6.7the
Secured Leverage Ratio shall not exceed 3.00 to 1.0 as of the last day of the most recently ended Fiscal Quarter for
which financial statements were required to have been delivered pursuant to Section 5.1(a) or (b), as applicable, in each case,
as if such Permitted Secured Notes had been outstanding on the last day of such Fiscal Quarter,
or (ii) the Cash proceeds of such Permitted Secured Notes are applied to prepay Term Loans in accordance with Section 2.15,
and (f) no Subsidiary of Borrower (other than a Guarantor) shall be an obligor and no Permitted Secured Notes shall be secured
by any collateral other than the Collateral. For the avoidance of doubt,
the 2017 Permitted Secured Notes shall be treated as Permitted Secured Notes for all purposes under this Agreement.


 


“Person” means and includes
natural persons, corporations, limited partnerships, general partnerships, limited liability companies, unlimited liability companies,
limited liability partnerships, joint stock companies, Joint Ventures, associations, companies, trusts, banks, trust companies,
land trusts, business trusts or other organizations, whether or not legal entities, and Governmental Authorities.


 


“Platform” as defined
in Section 5.1(n).


 


“Post Merger Special Dividend”
as defined in the Merger Agreement.


 


“PPSA” means the Personal
Property Security Act (Ontario); provided, however, if the validity, attachment, perfection (or opposability),
effect of perfection or of non-perfection or priority of Collateral Agent’s security interest in any Collateral are governed
by the personal property security laws or laws relating to personal or movable property of any jurisdiction other than Ontario,
PPSA shall also include those personal property security laws or laws relating to movable property in such other jurisdiction for
the purpose of the provisions hereof relating to such validity, attachment, perfection (or opposability), effect of perfection
or of non-perfection or priority and for the definitions related to such provisions.


 


“Pre-Merger Special Dividend”
as defined in the Merger Agreement.


 



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“Prescription Drug Business”
means the business or businesses comprising Borrower’s and/or its Subsidiaries’ businesses in Europe and Latin America
as of the Third Restatement Date.


 


“Prime Rate” means the
rate of interest quoted in the print edition of The Wall Street Journal, Money Rates Section as the Prime Rate (currently
defined as the base rate on corporate loans posted by at least 75% of the nation’s thirty (30) largest banks), as in effect
from time to time. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged
to any customer. Any Agent or any other Lender may otherwise make commercial loans or other loans at rates of interest at, above
or below the Prime Rate.


 


“Principal Office” means,
for each of Administrative Agent, Swing Line Lender and Issuing Bank, such Person’s “Principal Office” as set
forth on Appendix B, or such other office or office of a third party or sub-agent, as appropriate, as such Person may from time
to time designate in writing to Borrower, Administrative Agent and each Lender.


 


“Projections” as defined
in Section 4.8.


 


“Pro Forma Basis” means,
with respect to the calculation of the covenants contained in Section 6.7 or for purposes of determining the Interest Coverage
Ratio, Leverage Ratio or Secured Leverage Ratio as of any date, that such calculation shall give pro forma effect to all Permitted
Acquisitions, Acquisitions, Investments that result in a Person becoming a Subsidiary of Borrower, any incurrence or repayment
of Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility and any repayment of Indebtedness
with the proceeds of borrowings under any revolving credit facility), and all sales, transfers or other dispositions of any material
assets outside the ordinary course of business that have occurred during (or, if such calculation is being made for the purpose
of determining whether any proposed acquisition will constitute (or will be permitted as) a Permitted Acquisition, or any Indebtedness
(including New Term Loans) or Liens may be incurred, since the beginning of) the four consecutive Fiscal Quarter period most-recently
ended on or prior to such date as if they occurred on the first day of such four consecutive Fiscal Quarter period (including expected
cost savings (without duplication of actual cost savings) to the extent (a) such cost savings would be permitted to be reflected
in pro forma financial information complying with the requirements of GAAP and Article 11 of Regulation S-X under the Securities
Act as interpreted by the Staff of the Securities and Exchange Commission, and as certified by a financial officer of Borrower
or (b) Borrower in good faith believes that such cost savings will be realized within one year after the applicable Permitted Acquisition,
Acquisition, Investment or sale, transfer or other disposition of material assets outside the ordinary course of business and all
steps necessary for the realization of such cost savings have been taken as certified by a financial officer of Borrower). Notwithstanding
the foregoing, for all purposes under this Agreement, other than as permitted by clause (k) of the definition of “Consolidated
Adjusted EBITDA,” no cost savings or synergies relating to the 2010 Transactions shall be included for purposes of calculating
the covenants (including New Term Loans) contained in Sections 6.1 and 6.7 or for purposes of determining the Interest Coverage
Ratio, Leverage Ratio or Secured Leverage Ratio until actually realized. Notwithstanding the foregoing, for all purposes under
this Agreement, the amount of cost savings or synergies related to any Permitted Majority Investment that may be included for the
purposes of calculating the covenants contained in Sections 6.1 and 6.7 or for purposes of determining the Interest Coverage Ratio,
Leverage Ratio or Secured Leverage Ratio shall not exceed the portion of the cost savings or synergies related to the Permitted
Majority Investment equal to the percentage of the capital stock of such Permitted Majority Investment owned by the Borrower or
any of its Subsidiaries.


 


“Pro Rata Share” means
(i) with respect to all payments, computations and other matters relating to the Tranche A Term Loan of any Lender, the percentage
obtained by dividing (a) the Tranche A Term Loan Exposure of that Lender by (b) the aggregate Tranche A Term Loan Exposure
of all Lenders; (ii) with respect to all payments, computations and other matters relating to the Tranche B Term Loan Commitment
or Tranche B Term Loan of any Lender, the percentage obtained by dividing (a) the Tranche B Term Loan Exposure of that Lender
by (b) the aggregate Tranche B Term Loan Exposure of all Lenders; (iii) with respect to all payments, computations and other
matters relating to the Revolving Commitment or Revolving Loans of any Lender or any Letters of Credit issued or participations
purchased therein by any Lender or any participations in any Swing Line Loans purchased by any Lender, the percentage obtained
by dividing (a) the Revolving Exposure of that Lender by (b) the aggregate Revolving Exposure of all Lenders (exclusive of the
Revolving Exposure of the Swing Line Lender and the Issuing Bank in their capacities as such) and (iv) with respect to all
payments, computations, and other matters relating to New Term Loan Commitments or New Term Loans of a particular Series, the percentage
obtained by dividing (a) 



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the New Term Loan Exposure of that Lender with respect to that Series by (b) the aggregate New Term Loan
Exposure of all Lenders with respect to that Series. For all other purposes with respect to each Lender, “Pro Rata Share”
means the percentage obtained by dividing (A) an amount equal to the sum of the Tranche A Term Loan Exposure, the Tranche
B Term Loan Exposure, the Revolving Exposure and the New Term Loan Exposure of that Lender, by (B) an amount equal to the sum of
the aggregate Tranche A Term Loan Exposure, the Tranche B Term Loan Exposure, the aggregate Revolving Exposure and the aggregate
New Term Loan Exposure of all Lenders (exclusive of the Revolving Exposure of the Swing Line Lender and the Issuing Bank in their
capacities as such).


 


“Public Lenders” means
Lenders that do not wish to receive material non-public information with respect to Borrower, its Subsidiaries or their respective
Securities.


 


“Quebec Security Documents”
means collectively (i) each of the documents set forth on
Schedule 5.10(b), and (ii) each additional deed of hypothec, debenture,
pledge of debenture and any other security document or instrument governed by the laws of the Province of Quebec, in each case
entered into at any time by any Canadian Credit Party, as each such document or
instrument may be amended, restated, supplemented or otherwise modified from time to time and
additional analogous agreements as may be entered into from time to time in
accordance with Section 5.10 and as required by the Collateral Documents.


 


“Real Estate Asset” means,
at any time of determination, any interest (fee, leasehold or otherwise) then owned by any Credit Party in any real property.


 


“Refinancing” as defined
in the recitals.


 


“Refinancing
Incremental Facility” as defined in Section 2.25.


 


“Refinancing Indebtedness”
as defined in Section 6.1(r).


 


“Refunded Swing Line Loans”
as defined in Section 2.3(b)(iv).


 


“Register” as defined
in Section 2.7(b).


 


“Regulation D” means
Regulation D of the Board of Governors, as in effect from time to time.


 


“Regulation FD” means
Regulation FD as promulgated by the U.S. Securities and Exchange Commission under the Securities Act and Exchange Act as in effect
from time to time.


 


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


 


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


 


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


 


“Reimbursement Date”
as defined in Section 2.4(d).


 


“Related Fund” means,
with respect to any Lender that is an investment fund, any other investment fund that invests in commercial loans and that is managed
or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.


 


“Release” means any release,
spill, emission, emanation, leaking, pumping, pouring, injection, spraying, escaping, deposit, disposal, discharge, dispersal,
dumping, abandonment, placing, exhausting, leaching or migration of any Hazardous Material into the indoor or outdoor environment
(including the abandonment or disposal of any 



    -40-


     


    

barrels, containers or other closed receptacles containing any Hazardous Material),
including the movement of any Hazardous Material through the air, soil, surface water or groundwater.


 


“Replacement Lender”
as defined in Section 2.23.


 


“Repricing Transaction”
means the prepayment or refinancing of all or a portion of the Tranche B Term Loans with the incurrence by any Credit Party of
any long-termLoan or
other bank debt financing with a stated maturity of more
than one year having an effective interest cost or weighted average yield (excluding any arrangement or commitment fees
in connection therewith) that is less than the effective interest cost for or weighted average yield of the Tranche B Term Loans,
including without limitation, as may be effected through any amendment to this Agreement relating to the effective interest cost
for, or weighted average yield of, the Tranche B Term Loans.


 


“Required Prepayment Date”
as defined in Section 2.15(d).


 


“Requisite Lenders” means
one or more Lenders having or holding Tranche A Term Loan Exposure, Tranche B Term Loan Exposure, New Term Loan Exposure and/or
Revolving Exposure and representing more than 50% of the sum of (i) the aggregate Tranche A Term Loan Exposure of all
Lenders, (ii) the aggregate Tranche B Term Loan Exposure of all Lenders, (iii) the aggregate Revolving Exposure of all Lenders
and (iv) the aggregate New Term Loan Exposure of all Lenders.


 


“Responsible Officer”
means, as applied to any Person, any individual holding the position of chairman of the board (if an officer), chief executive
officer, president, vice president (or the equivalent thereof), chief financial officer (or the equivalent thereof) or treasurer
of such Person.


 


“Restricted Junior Payment”
means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock of Borrower or
any of its Subsidiaries (or any direct or indirect parent of Borrower or any of its Subsidiaries) now or hereafter outstanding,
except a dividend payable solely in shares of that class of stock (or, in the case of preferred stock, in shares of that class
of stock or in common stock) to the holders of that class; (ii) any redemption, retirement, sinking fund or similar payment, purchase
or other acquisition for value, direct or indirect, of any shares of any class of stock of Borrower or any of its Subsidiaries
(or any direct or indirect parent thereof) now or hereafter outstanding; (iii) any payment made to retire, or to obtain the surrender
of, any outstanding warrants, options or other rights to acquire shares of any class of stock of Borrower or any of its Subsidiaries
(or any direct or indirect parent of Borrower) now or hereafter outstanding; and (iv) any payment or prepayment of principal of,
premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in substance or legal defeasance),
sinking fund or similar payment with respect to, any Subordinated Indebtedness owed to a Person that is not Borrower or a Guarantor
(other than (x) regularly scheduled payments of interest and principal in respect of any Subordinated Indebtedness and (y) the
conversion of convertible securities to common stock of Borrower, in each case in accordance with the terms of, and only to the
extent required by, and subject to the subordination provisions contained in, the indenture or other agreement pursuant to which
such Subordinated Indebtedness was issued); provided, that in no event shall any payment or other distribution (including,
without limitation, upon conversion, unwind or settlement) in respect of Borrower Convertible Notes, the VPI Convertible Notes
or the Sun Convertible Notes and the issuer written call option transactions or issuer warrant transactions relating thereto be
deemed a Restricted Junior Payment.


 


“Restricted Obligations”
as defined in Section 7.13(a).


 


“Revolving Commitment”
means the commitment of a Lender to make or otherwise fund any Revolving Loan and to acquire participations in Letters of Credit
and Swing Line Loans hereunder and “Revolving Commitments” means such commitments of all Lenders in the aggregate.
The amount of each Lender’s Revolving Commitment, if any, is set forth on Schedule A to the Revolving Loan Commitment Increase
Joinder Agreement, Schedule B to Amendment No. 3, Schedule B to Amendment No. 6, Schedule A to the January 2015 Revolving Loan
Commitment Increase Joinder Agreement or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant
to the terms and conditions hereof. The aggregate amount of the Revolving Commitments as of the January 2015 New Revolving Loan
Commitment Effective Date is $1,500,000,000.



    -41-


     


    




 


“Revolving Commitment Period”
means the period from and including the Second Restatement Date to but excluding the Revolving Commitment Termination Date.


 


“Revolving Commitment Termination
Date” means (x) with respect to the Revolving Commitments and Revolving Loans outstanding as of the Amendment No. 8 Effective
Date, the earliest to occur of (i) April 20, 2018, (ii) the date such Revolving Commitments are permanently reduced to zero pursuant
to Section 2.13(b) or 2.14 (iii) the date of the termination of such Revolving Commitments pursuant to Section 8.1, and (y) with
respect to any other Class of Revolving Commitments and Revolving Loans hereunder created pursuant to an Extension Amendment or
Joinder Amendment, the maturity set forth therefor in the applicable Extension Amendment or Joinder Agreement.


 


“Revolving
Credit Lender” means, at any time, any Lender that has a Revolving Commitment at such time.


 


“Revolving Exposure”
means, with respect to any Lender as of any date of determination, (i) prior to the termination of the Revolving Commitments, that
Lender’s Revolving Commitment as of such date; and (ii) after the termination of the Revolving Commitments, the sum of (a)
the aggregate outstanding principal amount of the Revolving Loans of that Lender, (b) in the case of Issuing Bank, the aggregate
Letter of Credit Usage in respect of all Letters of Credit issued by that Lender (net of any participations by Lenders in such
Letters of Credit), (c) the aggregate amount of all participations by that Lender in any outstanding Letters of Credit or any unreimbursed
drawing under any Letter of Credit, (d) in the case of Swing Line Lender, the aggregate outstanding principal amount of all Swing
Line Loans (net of any participations therein by other Lenders), and (e) the aggregate amount of all participations therein by
that Lender in any outstanding Swing Line Loans, in each case as of such date.


 


“Revolving Extension Request”
as defined in Section 2.26(b).


 


“Revolving Loan” means
a Loan denominated in Dollars made by a Lender to Borrower pursuant to Section 2.2(a), as such Loan (x) may be increased,
if applicable, by any New Revolving Loans Commitments, in accordance with Section 2.25 and/or (y) extended, if applicable, by any
Extended Revolving Commitment, in accordance with Section 2.26.


 


“Revolving Loan Commitment Increase
Joinder Agreement” means the Joinder Agreement, dated as of September 11, 2012, by and among the Borrower, the Administrative
Agent and the New Revolving Loan Lenders party thereto.


 


“Revolving Loan Note”
means a promissory note in the form of Exhibit B-1, as it may be amended, restated, supplemented or otherwise modified from
time to time.


 


“S&P” means Standard
& Poor’s, a Division of The McGraw Hill Companies, Inc.


 


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


 


“Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list 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 European Union, Her
Majesty’s Treasury of the United Kingdom or the United Nations Security Council, (b) any Person operating, organized or resident
in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses
(a) or (b).


 


“Sanctions”
means all economic or financial sanctions or trade embargoes imposed, administered or enforced from
time to time by 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 of any
sanctions administered by Canada, the European Union, Her Majesty’s Treasury of the United Kingdom or the United Nations
Security Council.


 



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“Sanitas Acquisition”
means the acquisition of all of the outstanding shares of AB Sanitas and assumption of certain liabilities of AB Sanitas, to be
implemented by acquisition of a controlling interest in AB Sanitas followed by a mandatory tender offer to acquire the remaining
shares, pursuant to that certain Share Sale and Purchase Agreement, dated as of May 23, 2011, by and between certain shareholders
of AB Sanitas, AB Sanitas and Borrower, including all schedules, annexes and exhibits attached thereto and all material documents
related to the consummation of the transactions contemplated thereby, as amended, modified and supplemented, together with subsequent
actions to obtain any shares that remain outstanding thereafter.


 


“SEC” means the U.S.
Securities and Exchange Commission.


 


“Second Amended and Restated Credit
Agreement” as defined in the recitals.


 


“Second Amended and Restated Pledge
and Security Agreement” means the Second Amended and Restated Pledge and Security Agreement, dated as of the Third Restatement
Date, among each of the Grantors party thereto and the Collateral Agent, substantially in the form of Exhibit I-1, as it may be
amended, restated, supplemented or otherwise modified from time to time.


 


“Second Amendment and Restatement
Joinder Date” means December 19, 2011.


 


“Second Restatement Date”
means October 20, 2011.


 


“Secured Leverage Ratio”
means, as of any date of determination, the ratio, on a Pro Forma Basis, of (a) Consolidated Secured Indebtedness as of such date
to (b) Consolidated Adjusted EBITDA for the four Fiscal Quarter period ending on such date.


 


“Secured Parties” has
the meaning assigned to that term in the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security
Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents and the Swiss Security
Documents, in each case as applicable.


 


“Secured Party Claim”
means any amount which any Credit Party owes to a Secured Party under or in connection with the Credit Documents.


 


“Securities” means any
stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit sharing
agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured,
convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates
of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to
subscribe to, purchase or acquire, any of the foregoing.


 


“Securities Act” means
the Securities Act of 1933, as amended from time to time, and any successor statute.


 


“Senior Notes” means,
collectively, the 6.500% Senior Notes due 2016 of VPI, the 6.750% Senior Notes due 2017 of VPI, the 6.750% Senior Notes due 2021
of VPI, the 6.875% Senior Notes due 2018 of VPI, the 7.000% Senior Notes due 2020 of VPI and the 7.250% Senior Notes due 2022 of
VPI.


 


“Series A New Term Loan”
means a Series A New Term Loan made by a Lender to Borrower pursuant to the Joinder Agreement dated December 19, 2011.


 


“Series A Tranche B Term Loan Funding
Date” means June 14, 2012.


 


“Series A Tranche B Term Loan Joinder
Agreement” means the Joinder Agreement, dated as of June 14, 2012, by and among the Borrower, the Guarantors, the Administrative
Agent, the Collateral Agent and the New Term Loan Lenders party thereto.



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“Series A Tranche B Term Loans”
means a Series A Tranche B Term Loan made pursuant to Section 6 of the Series A Tranche B Term Loan Joinder Agreement.


 


“Series A-1 Tranche A Term Loans”
means a Series A-1 Tranche A Term Loan made by a Lender to Borrower pursuant to Amendment No. 3.


 


“Series A-2 Tranche A Term Loan
Funding Date” means August 5, 2013.


 


“Series A-2 Tranche A Term Loan
Joinder Agreement” means the Joinder Agreement, dated as of August 5, 2013, by and among the Borrower, the Guarantors,
the Administrative Agent, the Collateral Agent and the New Term Loan Lenders party thereto.


 


“Series A-2 Tranche A Term Loans”
means a Series A-2 Tranche A Term Loan made pursuant to Section 6 of the Series A-2 Tranche A Term Loan Joinder Agreement.


 


“Series A-3 Tranche A Term Loans”
means a Series A-3 Tranche A Term Loan made and/or converted from existing Loans pursuant to (x) Amendment No. 8, (y) Section 3
of the Additional Series A-3 Tranche A Term Loan Joinder Agreement and (z) Section 4 of the January 2015 Additional Series A-3
Tranche A Term Loan Joinder Agreement.


 


“Series A-4 Tranche A Term Loan
Funding Date” means the “Delayed Draw Series A-4 Funding Date” as defined in the Series A-4 Tranche A Term
Loan Joinder Agreement.


 


“Series A-4 Tranche A Term Loan
Joinder Agreement” means the Joinder Agreement, dated as of April 1, 2015, by and among the Borrower, the Guarantors,
the Administrative Agent, the Collateral Agent and the New Term Loan Lenders party thereto.


 


“Series A-4 Tranche A Term Loans”
means a Series A-4 Tranche A Term Loan to the extent made pursuant to Section 6 of the Series A-4 Tranche A Term Loan Joinder Agreement.


 


“Series B Tranche B Term Loan Funding
Date” means July 9, 2012.


 


“Series B Tranche B Term Loan Joinder
Agreement” means the Joinder Agreement, dated as of July 9, 2012, by and among the Borrower, the Guarantors, the Administrative
Agent, the Collateral Agent and the New Term Loan Lenders party thereto.


 


“Series B Tranche B Term Loans”
means a Series B Tranche B Term Loan made pursuant to Section 6 of the Series B Tranche B Term Loan Joinder Agreement.


 


“Series C Tranche B Term Loan Funding
Date” means December 11, 2012.


 


“Series C Tranche B Term Loan Joinder
Agreement” means the Joinder Agreement, dated as of December 11, 2012, by and among the Borrower, the Guarantors, the
Administrative Agent, the Collateral Agent and the New Term Loan Lenders party thereto.


 


“Series C Tranche B Term Loans”
means a Series C Tranche B Term Loan made pursuant to Section 7 of the Series C Tranche B Term Loan Joinder Agreement.


 


“Series C-1 Tranche B Term Loan
Funding Date” means February 21, 2013.


 


“Series C-1 Tranche B Term Loans”
means a Series C-1 Tranche B Term Loan made pursuant to Amendment No. 4.


 


“Series C-2 Tranche B Term Loan
Funding Date” means September 17, 2013.



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“Series C-2 Tranche B Term Loans”
means a Series C-2 Tranche B Term Loan made pursuant to Amendment No. 7.


 


“Series D Tranche B Term Loan Funding
Date” means October 2, 2012.


 


“Series D Tranche B Term Loan Joinder
Agreement” means the Joinder Agreement, dated as of October 2, 2012, by and among the Borrower, the Guarantors, the Administrative
Agent, the Collateral Agent and the New Term Loan Lenders party thereto.


 


“Series D Tranche B Term Loans”
means a Series D Tranche B Term Loan made pursuant to Section 5 of the Series D Tranche B Term Loan Joinder Agreement.


 


“Series D-1 Tranche B Term Loan
Funding Date” means February 21, 2013.


 


“Series D-1 Tranche B Term Loans”
means a Series D-1 Tranche B Term Loan made pursuant to Amendment No. 4.


 


“Series D-2 Tranche B Term Loan
Funding Date” means September 17, 2013.


 


“Series D-2 Tranche B Term Loans”
means a Series D-2 Tranche B Term Loan made pursuant to Amendment No. 7.


 


“Series E Tranche B Term Loan Funding
Date” means August 5, 2013.


 


“Series E Tranche E Term Loan Joinder
Agreement” means the Joinder Agreement, dated as of August 5, 2013, by and among the Borrower, the Guarantors, the Administrative
Agent, the Collateral Agent and the New Term Loan Lenders party thereto.


 


“Series E Tranche B Term Loans”
means a Series E Tranche B Term Loan made pursuant to Section 7 of the Series E Tranche B Term Loan Joinder Agreement.


 


“Series E-1 Tranche B Term Loan
Funding Date” means February 6, 2014.


 


“Series E-1 Tranche B Term Loan
Joinder Agreement” means the Joinder Agreement, dated as of February 6, 2014, by and among the Borrower, the Guarantors,
the Administrative Agent, the Collateral Agent and the New Term Loan Lenders party thereto.


 


“Series E-1 Tranche B Term Loans”
means a Series E-1 Tranche B Term Loan made pursuant to Section 6 of the Series E-1 Tranche B Term Loan Joinder Agreement.


 


“Series F Tranche B Term Loan Joinder
Agreement” means the Joinder Agreement, dated as of April 1, 2015, by and among the Borrower, the Guarantors, the Administrative
Agent, the Collateral Agent and the New Term Loan Lenders party thereto.


 


“Series F Tranche B Term Loans”
means the Series F-1 Tranche B Term Loans and,
the Series F-2 Tranche B Term Loans and the Series F-3 Tranche B Term
Loans.


 


“Series F-1 Tranche B Term Loans”
means a Series F-1 Tranche B Term Loan made pursuant to Section 1 of the Series F Tranche B Term Loan Joinder Agreement.


 


“Series F-1 Tranche B Term Loan
Funding Date” means April 1, 2015.


 


“Series F-2 Tranche B Term Loans”
means a Series F-2 Tranche B Term Loan made pursuant to Section 2 of the Series F Tranche B Term Loan Joinder Agreement. For the
avoidance of doubt, the Series F-2 Tranche B 



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Term Loans shall be identical to, and constitute, Series F-1 Tranche B Term Loans
for all purposes hereunder, other than for purposes of Section 2.11(o) hereunder.


 


“Series F-2 Tranche B Term Loan
Funding Date” as defined in the Series F Tranche B Term Loan Joinder Agreement.


 


“Series
F-3 Tranche B Term Loans” means the Converted Term Loans and the Additional Series F-3 Tranche B Term Loans made pursuant
to Amendment No. 14.


 


“Solvency Certificate”
means a Solvency Certificate of the chief financial officer (or the equivalent thereof) of Borrower substantially in the form of
Exhibit F-2.


 


“Solvent” means, with
respect to any Credit Party, that as of the date of determination (after giving effect to all rights of reimbursement, contribution
and subrogation under Applicable Law and the Credit Documents), if subject to the Insolvency Laws of (a) any jurisdiction other
than Canada or any political subdivision thereof, (i) the sum of such Credit Party’s debt (including contingent liabilities)
does not exceed the present fair saleable value of such Credit Party’s present assets; (ii) such Credit Party’s capital
is not unreasonably small in relation to its business as contemplated on the Third Restatement Date and reflected in the Projections
or with respect to any transaction contemplated to be undertaken after the Third Restatement Date; and (iii) such Credit Party
has not incurred and does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its
ability to pay such debts as they become due (whether at maturity or otherwise); and (b) Canada or any political subdivision thereof,
(i) the property of such Credit Party is sufficient, if disposed of at a fairly conducted sale under legal process, to enable payment
of all its obligations, due and accruing due, (ii) the property of such Credit Party is, at a fair valuation, greater than the
total amount of liabilities, including contingent liabilities, of such Credit Party; and (iii) such Credit Party has not ceased
paying its current obligations in the ordinary course of business as they generally become due. For purposes of this definition,
the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective
of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5 or
any other analogous criteria in any jurisdiction).


 


“Specified Asset Disposition”
means the sale, transfer or other disposition of Retigabine (and for the avoidance of doubt, Intellectual Property related thereto)
in accordance with Section 6.8.


 


“Specified Joint Venture,”
with respect to any Person, means a Joint Venture (a) in which such Person, directly or indirectly (i) owns more than 50% of the
Equity Interests (or owns at least 50% of the Equity Interests if such Joint Venture is consolidated in the financial statements
of such Person) and (ii) with respect to any Joint Venture in which such Person owns more than 50% of the Equity Interests, exercises
control (as defined in the definition of “Affiliate”) and (b) that is designated in writing by the Board of Directors
(or equivalent governing body) of such Person as a “Specified Joint Venture” for purposes of this Agreement.


 


“Spot Rate” means, on
any day, for purposes of determining the Equivalent Amount of any currency, the rate at which such currency may be exchanged into
Dollars at the time of determination on such day appearing on the Reuters Currencies page for such currency. In the event that
such rate does not appear on the Reuters Currencies page, the Spot Rate shall be determined by reference to such other publicly
available service for displaying exchange rates as may be agreed upon by Administrative Agent and Borrower or, in the absence of
such an agreement, the Spot Rate shall instead be the arithmetic average of the spot rates of exchange of Administrative Agent
in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about
such time as Administrative Agent shall elect after determining that such rates shall be the basis for determining the Spot Rate
on such date for the purchase of Dollars for delivery two Business Days later; provided that if at the time of any such
determination, for any reason, no such spot rate is being quoted, Administrative Agent may use any reasonable method it deems appropriate
to determine such rate, and such determination shall be conclusive absent manifest error.


 


“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 



    -46-


     


    

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


 


“Subordinated Indebtedness”
means Indebtedness that, by its terms, is subordinated in right and time of payment to the Obligations on terms reasonably satisfactory
to Administrative Agent and containing such terms and conditions that are market terms and conditions on the date of issuance.


 


“Subsidiary” means, with
respect to any Person, any corporation, company, partnership, limited liability company, unlimited liability company, association,
society with restricted liability, Joint Venture or other business entity of which more than 50% of the total voting power of shares
of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of
the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to
direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly,
legally or beneficially, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof; provided,
in no event shall any Specified Joint Venture with respect to which such Person is party be considered to be a Subsidiary. Notwithstanding
the foregoing (and except for purposes of Sections 4.11, 4.13, 4.18, 4.19, 4.23, 4.25, 5.3, 5.8, 5.9, 8.1(j) and 8.1(k), and the
definition of Unrestricted Subsidiary contained herein), an Unrestricted Subsidiary shall be deemed not to be a Subsidiary of the
Borrower or any of its Subsidiaries for all purposes of this Agreement.


 


“Subsidiary Redesignation”
shall have the meaning provided in the definition of “Unrestricted Subsidiary” contained in this Section 1.1.


 


“Sun” means Salix Pharmaceuticals,
Ltd., a Delaware corporation.


 


“Sun Acquisition” means
the acquisition of Sun pursuant to the Sun Acquisition Agreement.


 


“Sun Acquisition Agreement”
means the Agreement and Plan of Merger (together with all exhibits and schedules thereto, as the same may be amended, restated,
amended and restated, supplemented or otherwise modified from time to time), dated as of February 20, 2015, among the Borrower,
VPI, Sun Merger Sub and Sun.


 


“Sun Convertible Notes”
means the 1.50% Convertible Senior Notes due 2019, issued pursuant to that certain indenture dated as of March 16, 2012, by
and between Sun and U.S. Bank National Association, as trustee and the 2.75% Convertible Senior Notes due 2015, issued pursuant
to that certain indenture dated as of June 3, 2010, by and between Sun and U.S. Bank National Association, as trustee.


 


“Sun Interim Loans” means
senior unsecured interim loans incurred by the Borrower or VPI in an aggregate principal amount not to exceed $9,600,000,000 to
finance a portion of the Sun Transactions.


 


“Sun Merger Sub” means
Sun Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of VPI.


 


“Sun New Senior Notes”
means unsecured debt securities issued after the Amendment No. 10 Effective Date of either the Borrower or an Acquisition Debt
Escrow Issuer to finance a portion of the Sun Transactions; provided that if such debt securities are issued by an Acquisition
Debt Escrow Issuer, the net proceeds thereof are deposited into an Acquisition Debt Escrow Account upon the issuance thereof.


 


“Sun Refinancing” shall
have the meaning given to such term in the definition of “Sun Transaction.”


 



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“Sun Transactions” means
collectively, (a) the Sun Acquisition and other related transactions contemplated by the Sun Acquisition Agreement; (b) the incurrence
of new Term Loans hereunder pursuant to a Joinder Agreement in accordance with Section 2.25 to be entered into after the Amendment
No. 10 Effective Date; (c) the issuance of the Sun New Senior Notes; (d) the incurrence of the Sun Interim Loans, if any; (e) the
refinancing, repayment, termination and discharge of (i) all outstanding loans and termination of commitments under any credit
facility (other than under certain ordinary course local credit lines) to which Salix Pharmaceuticals, Ltd. or any of its subsidiaries
is a party, (ii) Salix Pharmaceuticals, Ltd.’s 6.00% Senior Notes due 2021 and (iii) Salix Pharmaceuticals, Ltd.’s
1.50% Convertible Senior Notes due 2019 and 2.75% Convertible Senior Notes due 2015, together with any cash payments required to
unwind any hedges or warrants related thereto (the “Sun Refinancing”); and (f) the payment of all fees and expenses
owing in connection with the foregoing.


 


“Sun Unsecured Debt”
means, collectively, the Sun New Senior Notes and the Sun Interim Loans.


 


“Swing Line Lender” means
Barclays in its capacity as the lender of Swing Line Loans hereunder, together with its permitted successors and assigns in such
capacity.


 


“Swing Line Loan” means
a Loan made by Swing Line Lender to Borrower pursuant to Section 2.3.


 


“Swing Line Note” means
a promissory note in the form of Exhibit B-2, as it may be amended, restated, supplemented or otherwise modified from time to time.


 


“Swing Line Sublimit”
means, as of any date of determination, the lesser of (i) $25,000,000, and (ii) the aggregate unused amount of Revolving Commitments
then in effect.


 


“Swiss Federal Tax Administration”
means the Swiss authority responsible for levying Swiss Federal Withholding Tax.


 


“Swiss Federal Withholding Tax”
means taxes imposed under the Swiss Withholding Tax Act.


 


“Swiss Withholding Tax Act”
means the Swiss Federal Act on Withholding Tax of 13 October 1965 (Bundesgesetz über die Verrechnungssteuer), together
with the related ordinances, regulations and guidelines, all as amended and applicable from time to time.


 


“Swiss Guarantor” means
PharmaSwiss SA, in Zug, Switzerland (CH-170.3.023.567-7), a company limited by shares (Aktiengesellschaft), organized under
the laws of Switzerland and any other Guarantor that is organized under the laws of Switzerland.


 


“Swiss Security Documents”
means each of the documents set forth on Schedule 5.10(d), dated as of the Second Restatement Date, as each of such documents may
be amended, restated, supplemented or otherwise modified from time to time and additional analogous agreements as may be entered
into from time to time in accordance with Section 5.10 and as required by the Collateral Documents.


 


“Tax” means any present
or future tax, levy, impost, duty, assessment, charge, fee, deduction or withholding of any nature and whatever called, including
any interest, additions to tax or penalties thereto, by whomsoever, on whomsoever and wherever imposed, levied, collected, withheld
or assessed.


 


“Terminated Lender” as
defined in Section 2.23.


 


“Termination Date” means
June 3, 2013.


 


“Term Loan” means a Tranche A
Term Loan, a Tranche B Term Loan, an Extended Term Loan and/or a New Term Loan, as the context requires.


 


“Term Loan Commitment”
means the Tranche B Term Loan Commitment or the New Term Loan Commitment of a Lender, and “Term Loan Commitments”
means such commitments of all Lenders.


 



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“Term Loan Commitment Termination
Date” means with respect to the Tranche B Term Loans, the date which is the earlier to occur of (x) the date which is
seven years after the Third Restatement Date and (y) the first date on which all undrawn Term Loan Commitments have been terminated
or reduced to zero pursuant to the terms hereof.


 


“Term Loan Extension Request”
as defined in Section 2.26(a).


 


“Term Loan Maturity Date”
means (i) with respect to the Tranche A Term Loans, the Tranche A Term Loan Maturity Date, (ii) with respect to the Tranche B Term
Loans, the Tranche B Term Loan Maturity Date, (iii) with respect to any Extended Term Loans, the maturity set forth therefor in
the applicable Extension Amendment, and (iv) with respect to the New Term Loans of a Series, the New Term Loan Maturity Date of
such Series of New Term Loans.


 


“Third Restatement Date”
means February 13, 2012.


 


“Third Restatement Date Certificate”
means a Third Restatement Date Certificate of Borrower substantially in the form of Exhibit F-1.


 


“Total Utilization of Revolving
Commitments” means, as at any date of determination, the sum of (i) the aggregate principal amount of all outstanding
Revolving Loans (other than Revolving Loans made for the purpose of repaying any Refunded Swing Line Loans or reimbursing Issuing
Bank for any amount drawn under any Letter of Credit, but not yet so applied), (ii) the aggregate principal amount of all outstanding
Swing Line Loans and (iii) the Letter of Credit Usage.


 


“Tranche A New Term Loans”
means New Term Loans with required annual principal repayments greater than 1% of the original principal amount of such New Term
Loans and otherwise with terms similar to the Tranche A Term Loans.


 


“Tranche A Term Loan”
means an Initial Draw Tranche A Term Loan, a Delayed Draw Term Loan, a Series A New Term Loan, a Series A-1 Tranche A Term Loan,
a Series A-2 Tranche A Term Loan, a Series A-3 Tranche A Term Loan and a Series A-4 Tranche A Term Loan.


 


“Tranche A Term Loan Exposure”
means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Tranche A Term Loans
of such Lender as of such date.


 


“Tranche A Term Loan Maturity Date”
means (a) with respect to Series A-1 Tranche A Term Loans and Series A-2 Tranche A Term Loans, the earlier of (i) April 20, 2016
and (ii) the date on which all Tranche A Term Loans shall become due and payable in full hereunder, whether by acceleration or
otherwise , (b) with respect to the Series A-3 Tranche A Term Loans, the earlier of (i) October 20, 2018 (the “Series
A-3 Tranche A Term Loan Maturity Date”) and (ii) the date on which all Tranche A Term Loans shall become due and payable
in full hereunder, whether by acceleration or otherwise and (c) with respect to the Series A-4 Tranche A Term Loans, the earlier
of (i) April 1, 2020 (the “Series A-4 Tranche A Term Loan Maturity Date”) and (ii) the date on which all Tranche
A Term Loans shall become due and payable in full hereunder, whether by acceleration or otherwise.


 


“Tranche A Term Loan Note”
means a promissory note in the form of Exhibit B-3, as it may be amended, restated, supplemented or otherwise modified from time
to time.


 


“Tranche B New Term Loans”
means New Term Loans with required annual principal repayments not greater than 1% of the original principal amount of such New
Term Loans and otherwise with terms similar to the Tranche B Term Loans.


 


“Tranche B Term Loan”
means a Tranche B Term Loan made by a Lender to Borrower pursuant to Section 2.1(a), a Series A Tranche B Term Loan made pursuant
to the Series A Tranche B Term Loan Joinder Agreement (except as expressly set forth herein, including for purposes of Section
2.13(a)), a Series B Tranche B Term Loan made pursuant to the Series B Tranche B Term Loan Joinder Agreement (except as expressly
set forth 



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herein, including for purposes of Section 2.13(a)), a Series C Tranche B Term Loan made pursuant to the Series C Tranche
B Term Loan Joinder Agreement (except as expressly set forth herein, including for purposes of Section 2.13(a)), a Series D Tranche
B Term Loan made pursuant to the Series D Tranche B Term Loan Joinder Agreement (except as expressly set forth herein, including
for purposes of Section 2.13(a)), a Series C-1 Tranche B Term Loan made pursuant to Amendment No. 4 (except as expressly set forth
herein, including for purposes of Section 2.13(a)), a Series D-1 Tranche B Term Loan made pursuant to Amendment No. 4 (except as
expressly set forth herein, including for purposes of Section 2.13(a)), a Series E Tranche B Term Loan made pursuant to the Series
E Tranche B Joinder Agreement (except as expressly set forth herein, including for purposes of Section 2.13(a)), a Series C-2 Tranche
B Term Loan made pursuant to Amendment No. 7 (except as expressly set forth herein, including for purposes of Section 2.13(a)),
a Series D-2 Tranche B Term Loan made pursuant to Amendment No. 7 (except as expressly set forth herein, including for purposes
of Section 2.13(a)), a Series E-1 Tranche B Term Loan made pursuant to the Series E-1 Tranche B Term Loan Joinder Agreement (except
as expressly set forth herein, including for purposes of Section 2.13(a)) and a Series F Tranche B Term Loan made pursuant to the
Series F Tranche B Term Loan Joinder Agreement or pursuant to Amendment
No. 14 (except as expressly set forth herein, including for purposes of Section 2.13(a)).


 


“Tranche B Term Loan Commitment”
means the commitment of a Lender to make or otherwise fund a Tranche B Term Loan on the Third Restatement Date and “Tranche
B Term Loan Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Tranche
B Term Loan Commitment, if any, is set forth on Appendix A-2 or in the applicable Assignment Agreement, subject to any adjustment
or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Tranche B Term Loan Commitments as of the
Third Restatement Date is $600,000,000.


 


“Tranche B Term Loan Exposure”
means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Tranche B Term Loans
of such Lender.


 


“Tranche B Term Loan Maturity Date”
means (a) with respect to Tranche B Term Loans (other than Series C Tranche B Term Loans, Series C-1 Tranche B Term Loans, Series
C-2 Tranche B Term Loans, Series E Tranche B Term Loans, Series E-1 Tranche B Term Loans and,
Series F Tranche B Term Loans (including Series F-3 Tranche B Term
Loans) the earlier of (i) the date which is seven years after the Third Restatement Date and (ii) the date on which all Tranche
B Term Loans shall become due and payable in full hereunder, whether by acceleration or otherwise, (b) with respect to Series C
Tranche B Term Loans, Series C-1 Tranche B Term Loans and Series C-2 Tranche B Term Loans, December 11, 2019 (the “Series
C Tranche B Term Loan Maturity Date”), (c) with respect to Series E Tranche B Term Loans and Series E-1 Tranche B Term
Loans, August 5, 2020 (the “Series E-1 Tranche B Term Loan Maturity Date”) and (d) with respect to Series F
Tranche B Term Loans (including Series F-3 Tranche B Term Loans),
April 1, 2022 (the “Series F Tranche B Term Loan Maturity Date”).


 


“Tranche B Term Loan Note”
means a promissory note in the form of Exhibit B-4, as it may be amended, restated, supplemented or otherwise modified from time
to time.


 


“Transactions” means
the entry into this Agreement, the Original Credit Agreement, the First Amended and Restated Credit Agreement, the Second Amended
and Restated Credit Agreement and the Credit Documents and the making of the Loans hereunder and thereunder and the consummation
of the Acquisitions on and after the Second Restatement Date, and the payment of all fees and expenses related thereto.


 


“Type of Loan” means
(i) with respect to Tranche A Term Loans, a Base Rate Loan or a Eurodollar Rate Loan, (ii) with respect to Tranche B Term Loans,
a Base Rate Loan or a Eurodollar Rate Loan and (iii) with respect to Revolving Loans, a Base Rate Loan or a Eurodollar Rate Loan
and (iv) with respect to Swing Line Loans, a Base Rate Loan.


 


“UCC” means the Uniform
Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.


 


“Underlying Debt” means
in relation to a Credit Party and at any time, each obligation (whether present or future, actual or contingent) owing by that
Credit Party to a Secured Party under the Credit Documents (including 



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for the avoidance of doubt any change or increase in those
obligations pursuant to or in connection with any amendment or supplement or restatement or novation of any Credit Document, in
each case whether or not anticipated as of the date of this Agreement) excluding that Credit Party'sParty’s
Parallel Debt or German Parallel Debt, as applicable.


 


“Unrestricted Subsidiary”
means any Subsidiary of the Borrower designated by the Borrower after the Amendment No. 6 Effective Date as an Unrestricted Subsidiary
hereunder by written notice to the Administrative Agent so long as (i) no Default or Event of Default has occurred and is continuing
or would result therefrom, (ii) immediately after giving effect to such designation (as well as all other such designations theretofore
consummated after the first day of such applicable period), Borrower and its Subsidiaries shall be in compliance with the financial
covenants set forth in Section 6.7 on a Pro Forma Basis as of the last day of the Fiscal Quarter most recently ended for which
financial statements are required to have been delivered pursuant to Section 5.1(a) or 5.1(b), as applicable (as determined in
accordance with Section 1.5), (iii) such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by the Borrower
or any of its Subsidiaries) through Investments as permitted by, and in compliance with, Section 6.6(i), and any prior or
concurrent Investments in such Subsidiary by the Borrower or any of its Subsidiaries shall be deemed to have been made under Section 6.6(i),
(iv) without duplication of clause (iii), any assets owned by such Unrestricted Subsidiary at the time of the initial designation
thereof shall be treated as Investments pursuant to Section 6.6(i), (v) such Subsidiary shall have been designated an “unrestricted
subsidiary” (or otherwise not be subject to the covenants and defaults) under any other Indebtedness permitted to be incurred
hereunder (to the extent the concept of unrestricted subsidiaries exists in the documents governing such Indebtedness) and all
Refinancing Indebtedness in respect of any of the foregoing and all Disqualified Equity Interests and (vi) without duplication
of clause (iii) and (iv), such designation shall constitute an Investment by the Borrower therein at the date of such designation
in an amount equal to the net book value of the Borrower’s or its Subsidiary’s (as applicable) investment therein (and
such designation shall only be permitted to the extent such Investment is permitted under Section 6.6(i)). The Borrower may designate
any Unrestricted Subsidiary to be a Subsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”);
provided, that (i) such Unrestricted Subsidiary, both before and after giving effect to such designation, shall be a wholly
owned Subsidiary of the Borrower, (ii) no Default or Event of Default has occurred and is continuing or would result therefrom,
(iii) immediately after giving effect to such Subsidiary Redesignation (as well as all other Subsidiary Redesignations theretofore
consummated after the first day of such applicable period), Borrower and its Subsidiaries shall be in compliance with the financial
covenants set forth in Section 6.7 on a Pro Forma Basis as of the last day of the Fiscal Quarter most recently ended for which
financial statements are required to have been delivered pursuant to Section 5.1(a) or 5.1(b), as applicable (as determined in
accordance with Section 1.5), and (iv) the Borrower shall have delivered to the Administrative Agent an officer’s certificate
executed by a Responsible Officer of such Borrower, certifying to the best of such officer’s knowledge, compliance with the
requirements of preceding clauses (i) through (iii), inclusive, and containing the calculations and information required by
the preceding clause (iii).


 


“VPI” as defined in the
recitals hereto.


 


“VPI Convertible Notes”
means VPI’s 4.0% Convertible Subordinated Notes due 2013, issued under that certain indenture dated as of November 19,
2003, among VPI, Ribapharm Inc. and The Bank of New York Mellon, as trustee.


 


“Waivable Mandatory Prepayment”
as defined in Section 2.15(d).


 


“WURA” means the Winding-Up
and Restructuring Act (Canada).


 


“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.


 


1.2       Accounting
Terms. Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings
assigned to them in conformity with GAAP; provided that, if Borrower notifies the Administrative Agent that Borrower requests
an amendment to any provision (including any definition) hereof to eliminate the effect of any change occurring after the date
hereof in GAAP or in the application 



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thereof on the operation of such provision (or if the Administrative Agent notifies Borrower
that the Requisite 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. Financial statements and other information required to be delivered by Borrower
to Lenders pursuant to Sections 5.1(a) and 5.1(b) shall be prepared in accordance with GAAP as in effect at the time of such
preparation (and delivered together with the reconciliation statements provided for in Section 5.1(d), if applicable).


 


1.3       Interpretation,
etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending
on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule
or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include”
or “including,” when following any general statement, term or matter, shall not be construed to limit such statement,
term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether
or not non limiting language (such as “without limitation” or “but not limited to” or words of similar
import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the
broadest possible scope of such general statement, term or matter. The terms lease and license shall include sub lease and sub
license, as applicable. A reference to a statute includes all regulations made pursuant to such statute and, unless otherwise specified,
the provisions of any statute or regulation which amends, revises, restates, supplements or supersedes any such statute or any
such regulation. In this Agreement, where the terms “continuing,” “continuance” or words to similar effect
are used in relation to a Default or an Event of Default, the terms shall mean only, in the case of a Default, that the applicable
event or circumstance has not been waived or, if capable of being cured, cured, prior to the event becoming or resulting in an
Event of Default, and in the case of an Event of Default, that such event or circumstance has not been waived.


 


For purposes of any assets, liabilities
or entities located in the Province of Québec or charged by any deed of hypothec (or any other Credit Document) and for
all other purposes pursuant to which the interpretation or construction of this Agreement may be subject to the laws of the Province
of Québec or a court or tribunal exercising jurisdiction in the Province of Québec, (a) “personal property”
shall include “movable property,” (b) “real property” or “real estate” shall include “immovable
property,” (c) “tangible property” shall include “corporeal property,” (d) “intangible property”
shall include “incorporeal property,” (e) “security interest,” “mortgage” and “lien”
shall include a “hypothec,” “right of retention,” “prior claim” and a “resolutory clause,”
(f) all references to filing, perfection, priority, remedies, registering or recording under the UCC or PPSA shall include publication
under the Civil Code of Québec, (g) all references to “perfection” of or “perfected” liens
or security interest shall include a reference to a hypothec which is “opposable” or can be “set up” as
against third parties, (h) any “right of offset,” “right of setoff” or similar expression shall include
a “right of compensation,” (i) “common law” shall include “civil law,” (j) “tort”
shall include “extracontractual liability,” (k) “bailor” shall include “depositor” and “bailee”
shall include “depositary,” (l) “goods” shall include “corporeal movable property” other than
chattel paper, documents of title, instruments, money and securities, (m) an “agent” shall include a “mandatary,”
(n) “construction liens” shall include “legal hypothecs in favour of persons having taken part in the construction
or renovation of an immovable,” (o) “joint and several” shall include “solidary,” (p) “gross
negligence or willful misconduct” shall be deemed to be “intentional or gross fault,” (q) “beneficial ownership”
shall include “ownership” and “legal title” shall include holding title on behalf of an owner as mandatary
or prete-nom”; (r) “easement” shall include “servitude,” (s) “priority” shall include
“prior claim” or “rank,” as applicable; (t) “survey” shall include “certificate of location
and plan,” (u) “state” shall include “province,” (v) “fee simple title” shall include
“ownership,” (w) “accounts” shall include “claims,” (x) “conditional sale” shall
include “instalment sale,” (y) “purchase money financing” or “purchase money lien” shall include
“instalment sales, reservations of ownership, contracts of lease, leasing contracts and vendor’s hypothecs.”
The parties hereto confirm that it is their wish that this Agreement and any other document executed in connection with the transactions
contemplated herein be drawn up in the English language only and that all other documents contemplated thereunder or relating thereto,
including notices, may also be drawn up in the English language only. Les parties aux présentes confirment que c’est
leur volonté que cette convention et les autres documents de crédit soient rédigés en langue anglaise
seulement et que tous les documents, y compris tous avis, envisagés par cette convention et les autres documents peuvent
être rédigés en langue anglaise seulement.



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1.4       Currency
Matters. All Obligations of each Credit Party under the Credit Documents shall be payable in Dollars, and all calculations,
comparisons, measurements or determinations under the Credit Documents shall be made in Dollars. For the purpose of such calculations,
comparisons, measurements or determinations, amounts denominated in other currencies shall be converted into the Equivalent Amount
of Dollars on the date of calculation, comparison, measurement or determination.


 


1.5       Pro
Forma Transactions; Covenant Calculations. (a) With respect to any period during which any Permitted Acquisition or any sale,
transfer or other disposition of any material assets outside the ordinary course of business occurs, for purposes of determining
compliance with the covenants contained in Sections 6.1 and 6.7, or for purposes of determining the Interest Coverage Ratio,
Leverage Ratio or Secured Leverage Ratio as of any date, calculations with respect to such period shall be made on a Pro Forma
Basis. (b) All Indebtedness that has been defeased, satisfied and discharged or irrevocably called for redemption in accordance
with the terms of the agreements governing such Indebtedness with such Cash sufficient to satisfy such defeasance, satisfaction
and discharge or redemption irrevocably deposited with the appropriate entity for such purpose will be deemed not to be outstanding
for purposes of calculating the amount of Indebtedness outstanding at any time under the covenants and financial or other calculations
under this Agreement; provided, that all such Cash and other assets deposited pursuant to the foregoing will not be included
in any such covenant or financial or other calculation under this Agreement which are calculated on a basis net of Cash.


 


1.6       Effect
of This Agreement on the Second Amended and Restated Credit Agreement and Other Credit Documents. Upon satisfaction of the
conditions precedent to the effectiveness of this Agreement set forth in Section 3.1 hereof, this Agreement shall be binding
on Borrower, the Agents, the Lenders and the other parties hereto, and the Second Amended and Restated Credit Agreement and the
provisions thereof shall be replaced in their entirety by this Agreement and the provisions hereof, with the parties hereby agreeing
that there is no novation of the Second Amended and Restated Credit Agreement; provided that the Collateral and the Credit
Documents shall continue to secure, guarantee, support and otherwise benefit the Obligations of Borrower and the other Credit Parties
under this Agreement and the other Credit Documents. Upon the effectiveness of this Agreement, each Credit Document that was in
effect immediately prior to the date of this Agreement shall continue to be effective and, unless the context otherwise requires,
any reference to the Credit Agreement contained therein shall be deemed to refer to this Agreement.


 


1.7       Medicis
Transactions. Notwithstanding anything to the contrary in any Credit Document, nothing contained in any Credit Document shall
prevent (a) the granting or existence of any Liens on the Escrow Account, the Escrowed Funds or any New Senior Notes Documents
or pursuant to any New Senior Notes Escrow Documents, in each case, in favor of the Escrow Agent or the trustee under the New Senior
Notes Indenture (or their designees), (b) the making of any Restricted Junior Payment in connection with the consummation of the
Medicis Acquisition and the other Medicis Transactions, (c) the holding of the Escrowed Funds in the Escrow Account or (d) any
other transaction contemplated by the New Senior Notes Documents (it being understood, for the avoidance of doubt, that any such
granting of Liens, making of Restricted Junior Payments and other transactions shall be deemed made exclusively in reliance upon
this Section 1.7 and not any other exception or basket under any other provision of any Credit Document). In addition, prior to
the consummation of the Medicis Acquisition, Escrow Issuer shall not be deemed a Subsidiary for purposes of this Agreement or any
other Credit Document, and, for the avoidance of doubt, shall not be subject to the (i) requirements of Section 5 (including, for
the avoidance of doubt, Section 5.10) or Section 6 hereof, (ii) representations and warranties in Section 4 hereof or (iii) Events
of Default in Section 8 hereof. The Lenders, the Issuing Bank and their respective Affiliates hereby agree that none of the Administrative
Agent, the Collateral Agent or any Affiliate thereof shall have any liability or obligation to the Lenders, in their capacities
as such, with respect to any transactions contemplated by the New Senior Notes Documents.


 


1.8       Bausch
& Lomb Transactions; Sun Transactions. Notwithstanding anything to the contrary in any Credit Document, nothing contained
in any Credit Document shall prevent (a) the granting or existence of any Liens on the Bausch & Lomb Escrow Account, the Bausch
& Lomb Escrowed Funds or any Bausch & Lomb New Senior Notes Documents or pursuant to any Bausch & Lomb New Senior Notes
Escrow Documents, in each case, in favor of the Bausch & Lomb Escrow Agent or the trustee under the Bausch & Lomb New Senior
Notes Indenture (or their designees), (b) the making of any Restricted Junior Payment in connection with the consummation of the
Bausch & Lomb Acquisition and the other Bausch & Lomb Transactions, (c) the holding of the Bausch & Lomb Escrowed Funds
in the Bausch & Lomb Escrow Account or (d) any other transaction contemplated by the Bausch & 



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Lomb New Senior Notes Documents
(it being understood, for the avoidance of doubt, that any such granting of Liens, making of Restricted Junior Payments and other
transactions shall be deemed made exclusively in reliance upon this Section 1.8 and not any other exception or basket under any
other provision of any Credit Document). In addition, prior to the consummation of the Bausch & Lomb Acquisition, Bausch &
Lomb Escrow Issuer shall not be deemed a Subsidiary for purposes of this Agreement or any other Credit Document, and, for the avoidance
of doubt, shall not be subject to the (i) requirements of Section 5 (including, for the avoidance of doubt, Section 5.10) or Section
6 hereof, (ii) representations and warranties in Section 4 hereof or (iii) Events of Default in Section 8 hereof. The Lenders,
the Issuing Bank and their respective Affiliates hereby agree that none of the Administrative Agent, the Collateral Agent or any
Affiliate thereof shall have any liability or obligation to the Lenders, in their capacities as such, with respect to any transactions
contemplated by the Bausch & Lomb New Senior Notes Documents. Notwithstanding anything to the contrary in any Credit Document,
nothing contained in any Credit Document shall prevent the Sun Transactions.


 


1.9       Acquisition
Escrow Debt Transactions. Notwithstanding anything to the contrary in any Credit Document, nothing contained in any Credit
Document shall prevent (a) the incurrence of Acquisition Escrow Debt, (b) the granting or existence of any Liens on any Acquisition
Debt Escrow Account, any Acquisition Debt Escrowed Funds or any Acquisition Debt Escrow Debt Documents, in each case, in favor
of any Acquisition Debt Escrow Agent or the agent or trustee under any Acquisition Debt Escrow Debt Documents (or any designee
thereof), (c) the holding of any Acquisition Debt Escrowed Funds in an Acquisition Debt Escrow Account or (d) any other transaction
contemplated by any Acquisition Debt Escrow Debt Document (it being understood, for the avoidance of doubt, that any such incurrence
of Acquisition Escrow Debt, granting of Liens and other transactions shall, prior to the consummation of the applicable Escrow
Acquisition be deemed made exclusively in reliance upon this Section 1.8 and not any other exception or basket under any other
provision of any Credit Document). In addition, prior to the consummation of the applicable Escrow Acquisition, the applicable
Acquisition Debt Escrow Issuer shall not be deemed a Subsidiary for purposes of this Agreement or any other Credit Document, and,
for the avoidance of doubt, shall not be subject to the (i) requirements of Section 5 (including, for the avoidance of doubt, Section
5.10) or Section 6 hereof, (ii) representations and warranties in Section 4 hereof or (iii) Events of Default in Section 8 hereof.
It is understood, for the avoidance of doubt, that from and after the date of the consummation of the applicable Escrow Acquisition,
any Indebtedness incurred to finance such Permitted Acquisition, the granting or existing of any Liens in connection with such
Indebtedness (or otherwise) or any other transaction in connection with such Permitted Acquisition shall be subject to the applicable
(i) covenants in Section 5 and Section 6 hereof, and (ii) Events of Default in Section 8 hereof. The Lenders, the Issuing Bank
and their respective Affiliates hereby agree that none of the Administrative Agent, the Collateral Agent or any Affiliate thereof
shall have any liability or obligation to the Lenders, in their capacities as such, with respect to any transactions contemplated
by any Acquisition Debt Escrow Debt Documents.


 


SECTION 2.LOANS AND LETTERS OF CREDIT


 


2.1       Term
Loans.


 


(a)       Loan
Commitments. Subject to the terms and conditions hereof, each Lender severally agrees to make, on the Third Restatement Date,
Tranche B Term Loans in Dollars to Borrower in an amount equal to such Lender’s Tranche B Term Loan Commitment.


 


Any amount borrowed under this Section 2.1(a)
and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with
respect to the Tranche A Term Loans and the Tranche B Term Loans shall be paid in full no later than the Tranche A Term Loan Maturity
Date and the Tranche B Term Loan Maturity Date, respectively. Each Lender’s Tranche B Term Loan Commitment shall terminate
immediately and without further action on the Third Restatement Date after giving effect to the funding of such Lender’s
Tranche B Term Loan Commitment on such date.


 


(b)       Borrowing
Mechanics for Tranche B Term Loans on the Third Restatement Date.


 


(i)      Borrower shall deliver to Administrative Agent a
fully executed Funding Notice for Tranche B Term Loans no later than three days prior to the Third Restatement Date. Promptly upon
receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowings.



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(ii)      Each Lender shall make its Tranche B Term Loan available
to Administrative Agent not later than 11:00 a.m. (New York City time) on the Third Restatement Date, by wire transfer of
same day funds in Dollars at the Principal Office designated by Administrative Agent.


 


Upon satisfaction or waiver of the conditions
precedent specified herein, Administrative Agent shall make the proceeds of the Tranche B Term Loans available to Borrower on the
Third Restatement Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative
Agent from Lenders to be credited to the account of Borrower, at the Principal Office designated by Administrative Agent or to
such other account as may be designated in writing to Administrative Agent by Borrower.


 


2.2       Revolving
Loans.


 


(a)       Revolving
Commitments. During the Revolving Commitment Period, subject to the terms and conditions hereof, each Lender severally agrees
to make Revolving Loans in Dollars to Borrower in an aggregate amount up to but not exceeding such Lender’s Revolving Commitment;
provided, that after giving effect to the making of any Revolving Loans in no event shall the Total Utilization of Revolving
Commitments exceed the Revolving Commitments then in effect. Amounts borrowed pursuant to this Section 2.2(a) may be repaid
and reborrowed, only in the currency borrowed, during the Revolving Commitment Period. Each Lender’s Revolving Commitment
shall expire on the Revolving Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect
to the Revolving Loans and the Revolving Commitments shall be paid in full no later than such date.


 


(b)       Borrowing
Mechanics for Revolving Loans.


 


(i)      Except pursuant to Section 2.4(d), Revolving Loans
that are Base Rate Loans shall be made in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess
of that amount, Revolving Loans that are Eurodollar Rate Loans shall be in an aggregate minimum amount of $5,000,000 and integral
multiples of $1,000,000 in excess of that amount.


 


(ii)      Subject to Section 3.3(b), whenever Borrower
desires that Lenders make Revolving Loans, Borrower shall deliver to Administrative Agent a fully executed and delivered Funding
Notice no later than 1:00 p.m. (New York City time) at least three Business Days in advance of the proposed Credit Date in the
case of a Eurodollar Rate Loan and at least one Business Day in advance of the proposed Credit Date in the case of a Revolving
Loan that is a Base Rate Loan.


 


(iii)      Notice of receipt of each Funding Notice in respect
of Revolving Loans, together with the amount of each Lender’s Pro Rata Share thereof, if any, together with the applicable
interest rate, shall be provided by Administrative Agent to each applicable Lender by telefacsimile with reasonable promptness,
but (provided Administrative Agent shall have received such notice by 1:00 p.m. (New York City time)) not later than 2:00
p.m. (New York City time) on the same day as Administrative Agent’s receipt of such Notice from Borrower.


 


(iv)      Each Lender shall make the amount of its Revolving
Loan available to Administrative Agent not later than 12:00 p.m. (New York City time) on the applicable Credit Date by wire
transfer of same day funds in Dollars, at the Principal Office designated by Administrative Agent. Except as provided herein, upon
satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of such Revolving
Loans available to Borrower on the applicable Credit Date by causing an amount of same day funds in Dollars, equal to the proceeds
of all such Revolving Loans received by Administrative Agent from Lenders to be credited to the account of Borrower at the Principal
Office designated by Administrative Agent or such other account as may be designated in writing to Administrative Agent by Borrower.


 


2.3       Swing
Line Loans.


 


(a)       Swing
Line Loans Commitments. During the Revolving Commitment Period, subject to the terms and conditions hereof, Swing Line Lender
shall make Swing Line Loans in Dollars to Borrower in the aggregate amount up to but not exceeding the Swing Line Sublimit; provided,
that after giving effect to the making of any



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 Swing Line Loan, in no event shall the Total Utilization of Revolving Commitments
exceed the Revolving Commitments then in effect. Amounts borrowed pursuant to this Section 2.3 may be repaid and reborrowed during
the Revolving Commitment Period. Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination
Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans and the Revolving Commitments
shall be paid in full no later than such date.


 


(b)       Borrowing
Mechanics for Swing Line Loans.


 


(i)      Swing Line Loans shall be made in an aggregate minimum
amount of $500,000 and integral multiples of $100,000 in excess of that amount.


 


(ii)      Subject to Section 3.3(b), whenever Borrower desires
that Swing Line Lender make a Swing Line Loan, Borrower shall deliver to Administrative Agent a Funding Notice no later than 12:00 p.m.
(New York City time) on the proposed Credit Date.


 


(iii)      Swing Line Lender shall make the amount of its
Swing Line Loan available to Administrative Agent not later than 2:00 p.m. (New York City time) on the applicable Credit Date by
wire transfer of same day funds in Dollars, at the Principal Office designated by Administrative Agent. Except as provided herein,
upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of such
Swing Line Loans available to Borrower on the applicable Credit Date by causing an amount of same day funds in Dollars equal to
the proceeds of all such Swing Line Loans received by Administrative Agent from Swing Line Lender to be credited to the account
of Borrower at the Principal Office designated by Administrative Agent, or to such other account as may be designated in writing
to Administrative Agent by Borrower.


 


(iv)      With respect to any Swing Line Loans which have
not been voluntarily prepaid by Borrower pursuant to Section 2.13, Swing Line Lender may at any time in its sole and absolute discretion,
deliver to Administrative Agent (with a copy to Borrower), no later than 1:00 p.m. (New York City time) at least one Business Day
in advance of the proposed Credit Date, a notice (which shall be deemed to be a Funding Notice given by Borrower) requesting that
each Lender holding a Revolving Commitment make Revolving Loans that are Base Rate Loans to Borrower on such Credit Date in an
amount equal to the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date
such notice is given which Swing Line Lender requests Lenders to prepay. Anything contained in this Agreement to the contrary notwithstanding,
(1) the proceeds of such Revolving Loans made by the Lenders other than Swing Line Lender shall be immediately delivered by Administrative
Agent to Swing Line Lender (and not to Borrower) and applied to repay a corresponding portion of the Refunded Swing Line Loans
and (2) on the day such Revolving Loans are made, Swing Line Lender’s Pro Rata Share of the Refunded Swing Line Loans (determined
by reference to Swing Line Lender’s Revolving Commitment, if any) shall be deemed to be paid with the proceeds of a Revolving
Loan made by Swing Line Lender to Borrower, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding
as Swing Line Loans and shall no longer be due under the Swing Line Note of Swing Line Lender but shall instead constitute part
of Swing Line Lender’s outstanding Revolving Loans to Borrower and shall be due under the Revolving Loan Note issued by Borrower
to Swing Line Lender. Borrower hereby authorizes Administrative Agent and Swing Line Lender to charge Borrower’s accounts
with Administrative Agent and Swing Line Lender (up to the amount available in each such account) in order to immediately pay Swing
Line Lender the amount of the Refunded Swing Line Loans to the extent of the proceeds of such Revolving Loans made by Lenders,
including the Revolving Loans deemed to be made by Swing Line Lender, are not sufficient to repay in full the Refunded Swing Line
Loans. If any portion of any such amount paid (or deemed to be paid) to Swing Line Lender should be recovered by or on behalf of
Borrower from Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount
so recovered shall be ratably shared among all Lenders in the manner contemplated by Section 2.17.


 


(v)      If for any reason Revolving Loans are not made pursuant
to Section 2.3(b)(iv) in an amount sufficient to repay any amounts owed to Swing Line Lender in respect of any outstanding Swing
Line Loans on or before the third Business Day after demand for payment thereof by Swing Line Lender, each Lender holding a Revolving
Commitment shall be deemed to, and hereby agrees to, have purchased a participation in such outstanding Swing Line Loans, and in
an amount equal to its Pro Rata Share of the applicable unpaid amount together with accrued interest thereon. Upon one Business
Day’s notice from Swing Line Lender, each Lender holding a Revolving Commitment shall deliver to Swing Line Lender an amount
equal to its respective participation



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 in the applicable unpaid amount in same day funds at the Principal Office of Swing Line Lender.
In order to evidence such participation each Lender holding a Revolving Commitment agrees to enter into a participation agreement
at the request of Swing Line Lender in form and substance reasonably satisfactory to Swing Line Lender. In the event any Lender
holding a Revolving Commitment fails to make available to Swing Line Lender the amount of such Lender’s participation as
provided in this paragraph, Swing Line Lender shall be entitled to recover such amount on demand from such Lender together with
interest thereon for three Business Days at the rate customarily used by Swing Line Lender for the correction of errors among banks
and thereafter at the Base Rate, as applicable.


 


(vi)      Notwithstanding anything contained herein to the
contrary, (1) each Lender’s obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans
pursuant to the second preceding paragraph and each Lender’s obligation to purchase a participation in any unpaid Swing Line
Loans pursuant to the immediately preceding paragraph shall be absolute and unconditional and shall not be affected by any circumstance,
including (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against Swing Line Lender,
any Credit Party or any other Person for any reason whatsoever; (B) the occurrence or continuation of a Default or Event of Default;
(C) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any
Credit Party; (D) any breach of this Agreement or any other Credit Document by any party thereto; or (E) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing; provided that such obligations of each Lender
are subject to the condition that Swing Line Lender had not received prior notice from Borrower or the Requisite Lenders that any
of the conditions under Section 3.3 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans,
were not satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made; and (2) Swing Line Lender shall
not be obligated to make any Swing Line Loans (A) if it has elected not to do so after the occurrence and during the continuation
of a Default or Event of Default, (B) it does not in good faith believe that all conditions under Section 3.3 to the making of
such Swing Line Loan have been satisfied or waived by the Requisite Lenders or (C) at a time when any Lender is a Defaulting Lender
unless Swing Line Lender has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Swing Line Lender’s
risk with respect to the Defaulting Lender’s participation in such Swing Ling Loan, including by cash collateralizing such
Defaulting Lender’s Pro Rata Share of the outstanding Swing Line Loans.


 


(c)       Resignation
and Removal of Swing Line Lender. Swing Line Lender may resign as Swing Line Lender upon 30 days’ prior written notice
to Administrative Agent, Lenders and Borrower. Swing Line Lender may be replaced at any time by written agreement among Borrower,
Administrative Agent, the replaced Swing Line Lender (provided that no consent will be required if the replaced Swing Line
Lender has no Swing Line Loans outstanding) and the successor Swing Line Lender. Administrative Agent shall notify the Lenders
of any such replacement of Swing Line Lender. At the time any such replacement or resignation shall become effective, (i) Borrower
shall prepay any outstanding Swing Line Loans made by the resigning or removed Swing Line Lender, (ii) upon such prepayment, the
resigning or removed Swing Line Lender shall surrender any Swing Line Note held by it to Borrower for cancellation, and (iii) Borrower
shall issue, if so requested by the successor Swing Line Lender, a new Swing Line Note to the successor Swing Line Lender, in the
principal amount of the Swing Line Sublimit then in effect and with other appropriate insertions. From and after the effective
date of any such replacement or resignation, (x) any successor Swing Line Lender shall have all the rights and obligations of a
Swing Line Lender under this Agreement with respect to Swing Line Loans made thereafter and (y) references herein to the term “Swing
Line Lender” shall be deemed to refer to such successor or to any previous Swing Line Lender, or to such successor and all
previous Swing Line Lenders, as the context shall require.


 


2.4       Issuance
of Letters of Credit and Purchase of Participations Therein.


 


(a)       Letters
of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, Issuing Bank agrees to issue
Letters of Credit for the account of Borrower; provided, (i) the stated amount of each Letter of Credit shall not be less
than $100,000 (or the Equivalent Amount thereof in any alternative currency) or such lesser amount as is acceptable to Issuing
Bank; (ii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving
Commitments then in effect; (iii) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the
Letter of Credit Sublimit then in effect; (iv) in no event shall any standby Letter of Credit have an expiration date later than
the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is 30 months from the date of issuance of such
standby Letter of Credit; (v) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) 



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the
Revolving Commitment Termination Date and (2) the date which is 30 months from the date of issuance of such commercial Letter of
Credit; and (vi) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit
would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit
issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended
for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional
period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended;
provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of
Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further,
that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank
has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to
the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s
Pro Rata Share of the Letter of Credit Usage.


 


(b)       Notice
of Issuance. Subject to Section 3.3(b), whenever Borrower desires the issuance, amendment or modification of a Letter of Credit,
it shall deliver to Administrative Agent an Issuance Notice no later than 12:00 p.m. (New York City time) at least three Business
Days (in the case of standby letters of credit) or five Business Days (in the case of commercial letters of credit), or in each
case such shorter period as may be agreed to by Issuing Bank in any particular instance, in advance of the proposed date of issuance,
amendment or modification. Upon satisfaction or waiver of the conditions set forth in Section 3.3, Issuing Bank shall issue, amend
or modify the requested Letter of Credit only in accordance with Issuing Bank’s standard operating procedures. Upon the issuance
of any Letter of Credit or amendment or modification to a Letter of Credit, Issuing Bank shall promptly notify each Lender with
a Revolving Commitment of such issuance, which notice shall be accompanied by a copy of such Letter of Credit or amendment or modification
to a Letter of Credit and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section
2.4(e).


 


(c)       Responsibility
of Issuing Bank with Respect to Requests for Drawings and Payments. In determining whether to honor any drawing under any Letter
of Credit by the beneficiary thereof, Issuing Bank shall be responsible only to examine the documents delivered under such Letter
of Credit with reasonable care so as to ascertain whether they appear on their face to be in accordance with the terms and conditions
of such Letter of Credit. As between Borrower and Issuing Bank, Borrower assumes all risks of the acts and omissions of, or misuse
of the Letters of Credit issued by Issuing Bank, by the respective beneficiaries of such Letters of Credit. In furtherance and
not in limitation of the foregoing, Issuing Bank shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness
or legal effect of any document submitted by any party in connection with the application for and issuance of any such Letter of
Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii)
the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of
Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective
for any reason; (iii) failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order
to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages,
by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms;
(vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter
of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds
of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of Issuing Bank,
including any Governmental Acts; none of the above shall affect or impair, or prevent the vesting of, any of Issuing Bank’s
rights or powers hereunder. Without limiting the foregoing and in furtherance thereof, any action taken or omitted by Issuing Bank
under or in connection with the Letters of Credit or any documents and certificates delivered thereunder, if taken or omitted in
good faith, shall not give rise to any liability on the part of Issuing Bank to Borrower. Notwithstanding anything to the contrary
contained in this Section 2.4(c), Borrower shall retain any and all rights it may have against Issuing Bank for any liability arising
solely out of the gross negligence or willful misconduct of Issuing Bank.


 


(d)       Reimbursement
by Borrower of Amounts Drawn or Paid Under Letters of Credit. In the event Issuing Bank has determined to honor a drawing under
a Letter of Credit, it shall immediately notify Borrower and Administrative Agent, and Borrower shall reimburse Issuing Bank on
or before the Business Day immediately following the date on which Borrower was notified by Issuing Bank that such drawing was
honored (the



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 “Reimbursement Date”) in an Equivalent Amount in Dollars and in same day funds equal to the amount
of such honored drawing; provided that anything contained herein to the contrary notwithstanding, (i) unless Borrower shall
have notified Administrative Agent and Issuing Bank prior to 10:00 a.m. (New York City time) on the date such drawing is honored
that Borrower intends to reimburse Issuing Bank for the amount of such honored drawing with funds other than the proceeds of Revolving
Loans, Borrower shall be deemed to have given a timely Funding Notice to Administrative Agent requesting Lenders with Revolving
Commitments to make Revolving Loans that are Base Rate Loans on the Reimbursement Date in an Equivalent Amount in Dollars equal
to the amount of such honored drawing, and (ii) subject to satisfaction or waiver of the conditions specified in Section 3.3, Lenders
with Revolving Commitments shall, on the Reimbursement Date, make Revolving Loans that are Base Rate Loans in the amount of such
honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse Issuing Bank for the amount
of such honored drawing; and provided, further, that if for any reason proceeds of Revolving Loans are not received
by Issuing Bank on the Reimbursement Date in an amount equal to the amount of such honored drawing, Borrower shall reimburse Issuing
Bank, on demand, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount
of proceeds of such Revolving Loans, if any, which are so received. Nothing in this Section 2.4(d) shall be deemed to relieve any
Lender with a Revolving Commitment from its obligation to make Revolving Loans on the terms and conditions set forth herein, and
Borrower shall retain any and all rights it may have against any such Lender resulting from the failure of such Lender to make
such Revolving Loans under this Section 2.4(d).


 


(e)       Lenders’
Purchase of Participations in Letters of Credit. Immediately upon the issuance of each Letter of Credit, each Lender having
a Revolving Commitment shall be deemed to have purchased, and hereby agrees to irrevocably purchase, from Issuing Bank a participation
in such Letter of Credit and any drawings honored thereunder in an amount equal to such Lender’s Pro Rata Share (with respect
to the Revolving Commitments) of the maximum amount which is or at any time may become available to be drawn thereunder. In the
event that Borrower shall fail for any reason to reimburse Issuing Bank as provided in Section 2.4(d), Issuing Bank shall promptly
notify Administrative Agent of the unreimbursed amount of such honored drawing and Administrative Agent shall notify each Lender
with a Revolving Commitment of such Lender’s respective participation therein based on such Lender’s Pro Rata Share
of the Revolving Commitments. Each Lender with a Revolving Commitment shall make available to Administrative Agent for the account
of the Issuing Bank an amount equal to its respective participation, in an Equivalent Amount in Dollars and in same day funds,
at the office of Administrative Agent specified in such notice, not later than 12:00 p.m. (New York City time) on the first
business day (under the laws of the jurisdiction in which such office of Issuing Bank is located) after the date notified by Administrative
Agent. The Administrative Agent shall remit the funds so received to the Issuing Bank. In the event that any Lender with a Revolving
Commitment fails to make available to Administrative Agent for the account of the Issuing Bank on such business day the amount
of such Lender’s participation in such Letter of Credit as provided in this Section 2.4(e), Issuing Bank (acting through
the Administrative Agent) shall be entitled to recover such amount on demand from such Lender together with interest thereon for
three Business Days at the rate customarily used by Issuing Bank for the correction of errors among banks and thereafter at the
Base Rate. Nothing in this Section 2.4(e) shall be deemed to prejudice the right of any Lender with a Revolving Commitment to recover
from Issuing Bank any amounts made available by such Lender to Issuing Bank pursuant to this Section in the event that the payment
with respect to a Letter of Credit in respect of which payment was made by such Lender constituted gross negligence or willful
misconduct on the part of Issuing Bank. In the event Issuing Bank (acting through the Administrative Agent) shall have been reimbursed
by other Lenders pursuant to this Section 2.4(e) for all or any portion of any drawing honored by Issuing Bank under a Letter of
Credit, the Issuing Bank (acting through the Administrative Agent) shall distribute to each Lender which has paid all amounts payable
by it under this Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of all payments subsequently
received by Issuing Bank from Borrower in reimbursement of such honored drawing when such payments are received. Any such distribution
shall be made to a Lender at its primary address set forth below its name on Appendix B or at such other address as such Lender
may request.


 


(f)       Obligations
Absolute. The obligation of Borrower to reimburse Issuing Bank for drawings honored under the Letters of Credit issued by it
and to repay any Revolving Loans made by Lenders pursuant to Section 2.4(d) and the obligations of Lenders under Section 2.4(e)
shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms hereof under all circumstances including
any of the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any
claim, set-off, defense or other right which Borrower or any Lender may have at any time against a beneficiary or any



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 transferee
of any Letter of Credit (or any Persons for whom any such transferee may be acting), Issuing Bank, Lender or any other Person or,
in the case of a Lender, against Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated
transaction (including any underlying transaction between Borrower or one of its Subsidiaries and the beneficiary for which any
Letter of Credit was procured); (iii) any draft or other document presented under any Letter of Credit proving to be forged, fraudulent,
invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by Issuing
Bank under any Letter of Credit against presentation of a draft or other document which does not substantially comply with the
terms of such Letter of Credit; (v) any adverse change in the business, operations, properties, assets, condition (financial or
otherwise) or prospects of Borrower or any of its Subsidiaries; (vi) any breach hereof or any other Credit Document by any
party thereto; (vii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing; or (viii)
the fact that an Event of Default or a Default shall have occurred and be continuing; provided, in each case, that payment
by Issuing Bank under the applicable Letter of Credit shall not have constituted gross negligence or willful misconduct of Issuing
Bank under the circumstances in question.


 


(g)       Indemnification.
Without duplication of any obligation of Borrower under Section 10.2 or 10.3, in addition to amounts payable as provided herein,
Borrower hereby agrees to protect, indemnify, pay and save harmless Issuing Bank from and against any and all claims, demands,
liabilities, damages, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel and
allocated costs of internal counsel) which Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (i)
the issuance of any Letter of Credit by Issuing Bank, other than as a result of (1) the gross negligence or willful misconduct
of Issuing Bank or (2) the wrongful dishonor by Issuing Bank of a proper demand for payment made under any Letter of Credit issued
by it, or (ii) the failure of Issuing Bank to honor a drawing under any such Letter of Credit as a result of any Governmental Act,
other than any Governmental Act resulting from the gross negligence or willful misconduct of Issuing Bank.


 


(h)       Resignation
and Removal of Issuing Bank. An Issuing Bank may resign as Issuing Bank upon 60 days prior written notice to Administrative
Agent, Lenders and Borrower. An Issuing Bank may be replaced at any time by written agreement among Borrower, Administrative Agent,
the replaced Issuing Bank (provided that no consent will be required if the replaced Issuing Bank has no Letters of Credit
or reimbursement Obligations with respect thereto outstanding) and the successor Issuing Bank. Administrative Agent shall notify
the Lenders of any such replacement of the Issuing Bank. At the time any such replacement or resignation shall become effective,
Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank. From and after the effective date of any
such replacement or resignation, (i) any successor Issuing Bank shall have all the rights and obligations of an 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 or resignation of an Issuing Bank hereunder, the replaced Issuing Bank
shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding 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 or resignation, but shall not be required to issue additional Letters of Credit.


 


2.5       Pro
Rata Shares; Availability of Funds.


 


(a)       Pro
Rata Shares. All Loans shall be made, and all participations shall be purchased, by Lenders simultaneously and proportionately
to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender
in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall
any Term Loan Commitment or Revolving Commitment of any Lender be increased or decreased as a result of a default by any other
Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby.


 


(b)       Availability
of Funds. Unless Administrative Agent shall have been notified by any Lender prior to the applicable Credit Date that such
Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Credit
Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Credit Date
and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower a corresponding
amount on such Credit Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender,
Administrative 



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Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon,
for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative
Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not
pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly
notify Borrower and Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon,
for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the rate payable hereunder for
Base Rate Loans for such Class of Loans. Nothing in this Section 2.5(b) shall be deemed to relieve any Lender from its obligation
to fulfill its Term Loan Commitments and Revolving Commitments hereunder or to prejudice any rights that Borrower may have against
any Lender as a result of any default by such Lender hereunder.


 


2.6       Use
of Proceeds.


 


(a)       The
proceeds of the Loans shall be used as follows:


 


(i)       the
proceeds of the Revolving Loans, Swing Line Loans and Letters of Credit made after the Third Restatement Date shall be applied
by Borrower, as applicable, to (A) finance a portion of any Acquisition and pay related fees and expenses, (B) fund permitted capital
expenditures and permitted acquisitions, (C) provide for the ongoing working capital requirements of Borrower and its Subsidiaries
and (D) provide for general corporate purposes of Borrower and its Subsidiaries; and


 


(ii)       the
proceeds of the Tranche B Term Loans made on the Third Restatement Date shall be applied by Borrower, as applicable, to (A) repay
a portion of the Revolving Loans outstanding as of the Third Restatement Date (but not to permanently reduce Revolving Commitments
with respect thereto), (B) fund permitted capital expenditures and permitted acquisitions, (C) provide for general corporate purposes
of Borrower and its Subsidiaries and (D) pay all fees and expenses in connection with the incurrence of the Tranche B Term Loans
and the repayment of Revolving Loans (including fees and expenses in connection with the amendment and restatement of the Second
Amended and Restated Credit Agreement).


 


(b)       No
portion of the proceeds of any Credit Extension shall be used in any manner that causes or might cause such Credit Extension or
the application of such proceeds to violate Regulation T, Regulation U or Regulation X of the Board of Governors or any other regulation
thereof.


 


2.7       Evidence
of Debt; Register; Lenders’ Books and Records; Notes.


 


(a)       Lenders’
Evidence of Debt. Each Lender shall maintain on its internal records an account or accounts evidencing the Obligations of Borrower
to such Lender, including the amounts of the Loans made by it and each repayment and prepayment in respect thereof. Any such recordation
shall be conclusive and binding on Borrower, absent manifest error; provided, that the failure to make any such recordation,
or any error in such recordation, shall not affect any Lender’s Revolving Commitments or Borrower’s Obligations in
respect of any applicable Loans; and provided further that, in the event of any inconsistency between the Register and any
Lender’s records, the recordations in the Register shall govern.


 


(b)       Register.
Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at the Principal Office designated by Administrative
Agent a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of each Lender
from time to time (the “Register”). The Register shall be available for inspection by Borrower or any Lender
(with respect to any entry relating to such Lender’s Loans) at any reasonable time and from time to time upon reasonable
prior notice. Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the
Loans in accordance with the provisions of Section 10.6, and each repayment or prepayment in respect of the principal amount of
the Loans, and any such recordation shall be conclusive absent manifest
error and binding on Borrower and each Lender, absent manifest error; provided that failure to make any such
recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or Borrower’s Obligations
in respect of any Loan. Borrower hereby designates Administrative Agent to serve as Borrower’s agent solely for purposes
of maintaining the Register as provided in this Section 2.7, and Borrower hereby agrees that, to the extent Administrative Agent
serves in such 



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capacity, Administrative Agent and its officers, directors, employees, agents, sub-agents and affiliates shall constitute
“Indemnitees.”


 


(c)       Notes.
If so requested by any Lender by written notice to Borrower (with a copy to Administrative Agent) at least two Business Days prior
to the Third Restatement Date, or at any time thereafter, Borrower shall execute and deliver to such Lender (and/or, if applicable
and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 10.6) on the Third Restatement
Date (or, if such notice is delivered after the Third Restatement Date, as promptly as practicable after Borrower’s receipt
of such notice) a Note or Notes to evidence such Lender’s Tranche A Term Loans, Tranche B Term Loans, New Term Loans,
Revolving Loan or Swing Line Loan, as the case may be.


 


2.8       Interest
on Loans.


 


(a)       Except
as otherwise set forth herein, each Class of Loans shall bear interest on the unpaid principal amount thereof from the date made
through repayment (whether by acceleration or otherwise) thereof as follows:


 


(i)                  in
the case of Tranche A Term Loans and Revolving Loans:


 


·
       if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or


 


·

       if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; and


 


(ii)                  in
the case of Swing Line Loans, at the Base Rate plus the Applicable Margin; and


 


(iii)                  in
the case of Tranche B Loans:


 


·

       if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or


 


·

       if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin.


 


(b)       The
basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained
as a Base Rate Loan only), and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Borrower and
notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the
case may be; provided that, until the date on which Administrative Agent notifies Borrower that the primary syndication
of the Loans and Revolving Commitments has been completed, as determined by Administrative Agent (but in no event to exceed 90
days after the Third Restatement Date), the Tranche B Term Loans shall be maintained as either (1) Eurodollar Rate Loans
having an Interest Period of no longer than three months or (2) Base Rate Loans. If on any day a Loan is outstanding with
respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance
with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be
a Base Rate Loan.


 


(c)       In
connection with Eurodollar Rate Loans there shall be no more than seven (7) Interest Periods outstanding at any time. In the event
Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation
Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last
day of then current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding)
will be made as, a Base Rate Loan). In the event Borrower fails to specify an Interest Period for any Eurodollar Rate Loan in the
applicable Funding Notice or Conversion/Continuation Notice, Borrower shall be deemed to have selected an Interest Period of one
month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent
shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest
rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest
Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.



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(d)       Interest
payable pursuant to Section 2.8(a) shall be computed (i) in the case of Base Rate Loans (other than Base Rate Loans for which the
Base Rate has been calculated pursuant to the third sentence of the definition thereof), on the basis of a 365 day or 366 day year,
as the case may be, and (ii) in the case of Eurodollar Rate Loans and Base Rate Loans for which the Base Rate has been calculated
pursuant to the third sentence of the definition thereof, on the basis of a 360 day year, in each case for the actual number of
days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the
first day of an Interest Period applicable to such Loan or, with respect to a Term Loan, the last Interest Payment Date with respect
to such Term Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such
Eurodollar Rate Loan to such Base Rate Loan shall be included, and the date of payment of such Loan or the expiration date of an
Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date
of conversion of such Base Rate Loan to such Eurodollar Rate Loan shall be excluded; provided that, if a Loan is repaid
on the same day on which it is made, one day’s interest shall be paid on that Loan.


 


(e)       Except
as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each
Interest Payment Date with respect to interest accrued on and to each such payment date; (ii) shall accrue on a daily basis and
shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount
being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final
maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Revolving Loan that is a
Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date.


 


(f)       Borrower
agrees to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing
Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed
by or on behalf of Borrower at a rate equal to (i) for the period from the date such drawing is honored to but excluding the applicable
Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans,
and (ii) thereafter, the rate of interest required pursuant to Section 2.10.


 


(g)       Interest
payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366 day year for the actual number of days elapsed in
the period during which it accrues, and shall be payable on demand or, if no demand is made, on the date on which the related drawing
under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section
2.8(g), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from
the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including
any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive
in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing
had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion
of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e)
with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of
that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed
by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrower.


 


2.9       Conversion/Continuation.


 


(a)       Subject
to Section 2.18 and so long as no Default or Event of Default shall have occurred and then be continuing, Borrower shall have the
option:


 


(i)       to
convert at any time all or any part of any Term Loan or Revolving Loan equal to $5,000,000 and integral multiples of $1,000,000
in excess of that amount from one Type of Loan to another Type of Loan; provided that a Eurodollar Rate Loan may only be
converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless Borrower shall pay all amounts
due under Section 2.18 in connection with any such conversion;


 



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(ii)       upon
the expiration of any Interest Period applicable to any Eurodollar Rate Loan, to continue all or any portion of such Loan equal
to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan;


 


(b)       Subject
to Section 3.3(b), Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 10:00 a.m. (New
York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate
Loan), at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or
a continuation of, a Eurodollar Rate Loan).


 


2.10       Default
Interest. Upon the occurrence and during the continuance of an Event of Default, any overdue amounts shall thereafter bear
interest (including post petition interest in any proceeding under Insolvency Laws) payable on demand at a rate which is 2% per
annum in excess of the interest rate otherwise payable hereunder for Base Rate Loans (or, in the case of any fees and other amounts,
at a rate which is 2% per annum in excess of the interest rate otherwise payable hereunder for Base Rate Loans). Payment or acceptance
of the increased rates of interest provided for in this Section 2.10 is not a permitted alternative to timely payment and shall
not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Administrative Agent
or any Lender.


 


2.11       Fees.


 


(a)       Borrower
agrees to pay to Lenders having Revolving Exposure (for purposes of clarity, excluding the Issuing Bank, in its capacity as such):


 


(i)       commitment
fees accruing at 0.50% per annum on the average of the daily difference between (a) the Revolving Commitments, and (b) the aggregate
principal amount of (x) all outstanding Revolving Loans (for the avoidance of doubt, excluding Swing Line Loans) plus (y)
the Letter of Credit Usage; and


 


(ii)       letter
of credit fees accruing at the Applicable Margin for Revolving Loans that are Eurodollar Rate Loans on the average aggregate daily
maximum amount available to be drawn under all such Letters of Credit (regardless of whether any conditions for drawing could then
be met and determined as of the close of business on any date of determination).


 


Notwithstanding the foregoing, any commitment
fee which accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender
became a Defaulting Lender and unpaid at such time shall not be payable by Borrower so long as such Lender shall be a Defaulting
Lender except to the extent that such commitment fee shall otherwise have been due and payable by Borrower prior to such time;
and provided, further, that no such commitment fee shall accrue on the Revolving Commitment of a Defaulting Lender
so long as such Lender shall be a Defaulting Lender. All fees referred to in this Section 2.11(a) shall be paid to Administrative
Agent at its Principal Office and upon receipt, Administrative Agent shall promptly distribute to each Lender its Pro Rata Share
thereof.


 


(b)       Borrower
agrees to pay directly to Issuing Bank, for its own account, the following fees:


 


(i)       a
fronting fee accruing at 0.125% per annum on the average aggregate daily maximum amount available to be drawn under all Letters
of Credit (determined as of the close of business on any date of determination); and


 


(ii)       such
documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance
with Issuing Bank’s standard schedule for such charges and as in effect at the time of such issuance, amendment, transfer
or payment, as the case may be.


 


(c)       Borrower
agrees to pay on the Third Restatement Date to Administrative Agent, for the account of each Lender party to this Agreement as
a Lender on Third Restatement Date, as fee compensation for the funding of such Lender’s Tranche B Term Loans, a closing
fee in an amount equal to the percentage of the stated principal 



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amount of such Lender’s Tranche B Term Loans set forth in
Schedule 2.11(c) payable to such Lender from the proceeds of its Tranche B Term Loan as and when funded on the Third Restatement
Date. Such closing fee will be in all respects fully earned, due and payable on the Third Restatement Date and non-refundable and
non-creditable thereafter.


 


(d)       All
fees referred to in Section 2.11(a) and 2.11(b)(i) shall be calculated on the basis of a 360-day year and the actual number of
days elapsed and shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year during
the Revolving Commitment Period, commencing on March 31, 2012, and on the Revolving Commitment Termination Date.


 


(e)       In
addition to any of the foregoing fees, Borrower agrees to pay to Agents such other fees in the amounts and at the times separately
agreed upon.


 


(f)       Borrower
agrees to pay on the Series A Tranche B Term Loan Funding Date to Administrative Agent, for the account of each New Term Loan Lender
party to the Series A Tranche B Term Loan Joinder Agreement, as fee compensation for the funding of such New Term Loan Lender’s
Series A Tranche B Term Loans, a closing fee in an amount equal to 2.50% of the aggregate principal amount of such New Term Loan
Lender’s Series A Tranche B Term Loans funded as of the Series A Tranche B Term Loan Funding Date.


 


(g)       Borrower
agrees to pay on the Series B Tranche B Term Loan Funding Date to Administrative Agent, for the account of each New Term Loan Lender
party to the Series B Tranche B Term Loan Joinder Agreement, as fee compensation for the funding of such New Term Loan Lender’s
Series B Tranche B Term Loans, a closing fee in an amount equal to 2.00% of the aggregate principal amount of such New Term Loan
Lender’s Series B Tranche B Term Loans funded as of the Series B Tranche B Term Loan Funding Date.


 


(h)       Borrower
agrees to pay on New Revolving Loan Commitment Effective Date to Administrative Agent, for the account of each New Revolving Loan
Lender party to the Revolving Loan Commitment Increase Joinder Agreement, as fee compensation for the commitments of such New Revolving
Loan Lender’s New Revolving Loan Commitments (as defined in the Revolving Loan Commitment Increase Joinder Agreement), a
closing fee in an amount equal to 1.00% of the aggregate principal amount of such New Revolving Loan Lender’s New Revolving
Loan Commitments as of the New Revolving Loan Commitment Effective Date.


 


(i)       Borrower
agrees to pay on the Series C Tranche B Term Loan Funding Date to Administrative Agent, for the account of each New Term Loan Lender
party to the Series C Tranche B Term Loan Joinder Agreement, (1) as fee compensation for the funding of such New Term Loan Lender’s
Series C Tranche B Term Loans, a closing fee in an amount equal to 0.50% of the aggregate principal amount of such New Term Loan
Lender’s Series C Tranche B Term Loans funded as of the Series C Tranche B Term Loan Funding Date, and (2) a nonrefundable
ticking fee on the amount of such New Term Loan Lender’s respective New Term Loan Commitment (as in effect on such date),
for the period from October 4, 2012 to but excluding the Series C Tranche B Term Loan Funding Date, at a rate per annum, calculated
on the basis of a year of 360 days and the actual number of days expired during the applicable period, equal to 3.25%.


 


(j)       Borrower
agrees to pay on the Amendment No. 3 Effective Date to the Administrative Agent, for the account of (i) each New Term Loan Lender
(as defined in Amendment No. 3) party to Amendment No. 3, as fee compensation for the funding of such New Term Loan Lender’s
Series A-1 Tranche A Term Loans, a closing fee in an amount equal to 0.10% of the aggregate principal amount of such New Term Loan
Lender’s Series A-1 Tranche A Term Loans funded on the Amendment No. 3 Effective Date, and (ii) each New Revolving Loan Lender
(as defined in Amendment No. 3) party to Amendment No. 3, as fee compensation for the establishment of the New Revolving Loan Commitments
(as defined in Amendment No. 3) of such New Revolving Loan Lender, a closing fee in an amount equal to 0.10% of the aggregate principal
amount of the New Revolving Commitments of such New Revolving Loan Lender established as of the Amendment No. 3 Effective Date;
provided that, notwithstanding the foregoing, (x) the closing fee payable to any New Term Loan Lender in respect of Exchanged
Series A-1 Tranche A Term Loans (as defined in Amendment No. 3) shall be 0.10% of the aggregate principal amount of such Exchanged
Series A-1 Tranche A Term Loans, and (y) with respect to any New Revolving Loan Lender that had outstanding Revolving Commitments
immediately prior to the Amendment No. 3 Effective Date, the closing fee payable to such New Revolving Loan Lender in respect of
the aggregate principal amount of its New Revolving Loan Commitments 



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that are equal to or less than the aggregate principal amount
of its Revolving Commitments that were outstanding immediately prior to the Amendment No. 3 Effective Date shall be 0.10% of the
aggregate principal amount of its New Revolving Loan Commitments established as of the Amendment No. 3 Effective Date.


 


(k)       Borrower
agrees to pay: (i) on the Series A-2 Tranche A Term Loan Funding Date to the Administrative Agent, for the account of each New
Term Loan Lender party to the Series A-2 Tranche A Term Loan Joinder Agreement, (1) as fee compensation for the funding of such
New Term Loan Lender’s Series A-2 Tranche A Term Loans, a closing fee in an amount equal to 1.50% of the aggregate principal
amount of such New Term Loan Lender’s Series A-2 Tranche A Term Loans funded as of the Series A-2 Tranche A Term Loan Funding
Date and (2) a nonrefundable ticking fee on the aggregate principal amount of such New Term Loan Lender’s Series A-2 Tranche
A Term Loan Commitment as of June 28, 2013, for the period from July 29, 2013, to but excluding the Series A-2 Tranche A Term Loan
Funding Date, at a rate per annum, calculated on the basis of a year of 360 days and the actual number of days expired during the
applicable period, equal to 2.25%; and (ii) on the Series E Tranche B Term Loan Funding Date to the Administrative Agent, for the
account of each New Term Loan Lender party to the Series E Tranche B Term Loan Joinder Agreement, (1) as fee compensation for the
funding of such New Term Loan Lender’s Series E Tranche B Term Loans, a closing fee in an amount equal to 1.50% of the aggregate
principal amount of such New Term Loan Lender’s Series E Tranche B Term Loans funded as of the Series E Tranche B Term Loan
Funding Date and (2) a nonrefundable ticking fee on the aggregate principal amount of such New Term Loan Lender’s Series
E Tranche B Term Loan Commitment as of June 28, 2013, for the period from July 29, 2013, to but excluding the Series E Tranche
B Term Loan Funding Date, at a rate per annum, calculated on the basis of a year of 360 days and the actual number of days expired
during the applicable period, equal to 3.75%.


 


(l)       Borrower
agrees to pay: (i) on the Additional Series A-3 Tranche A Term Loan Funding Date to the Administrative Agent, for the account of
each New Term Loan Lender party to the Additional Series A-3 Tranche A Term Loan Joinder Agreement, as fee compensation for such
New Term Loan Lender’s Additional Series A-3 Tranche A Term Loan Commitments (as defined in the Additional Series A-3 Tranche
A Term Loan Joinder Agreement), a closing fee in an amount equal to 0.25% of the aggregate principal amount of such New Term Loan
Lender’s allocated Additional Series A-3 Tranche A Term Loan Commitments which are actually funded on the Additional Series
A-3 Tranche A Term Loan Funding Date and (ii) on the Series E-1 Tranche B Term Loan Funding Date to the Administrative Agent, for
the account of each New Term Loan Lender party to the Series E-1 Tranche B Term Loan Joinder Agreement, a nonrefundable ticking
fee on the aggregate principal amount of such New Term Loan Lender’s Series E-1 Tranche B Term Loan Commitment (as defined
in the Series E-1 Tranche B Term Loan Joinder Agreement) as of Series E-1 Tranche B Term Loan Funding Date, for the period from
January 1, 2014, to but excluding the Series E-1 Tranche B Term Loan Funding Date, at a rate per annum, calculated on the basis
of a year of 360 days and the actual number of days expired during the applicable period, equal to 3.00%.


 


(m)       Borrower
agrees to pay: (i) on the January 2015 New Revolving Loan Commitment Effective Date to Administrative Agent, for the account of
each New Revolving Loan Lender party to the January 2015 Revolving Loan Commitment Increase Joinder Agreement, as fee compensation
for such New Revolving Loan Lender’s New Revolving Loan Commitments, a closing fee in an amount equal to 0.15% of the aggregate
principal amount of such New Revolving Loan Lender’s New Revolving Loan Commitments as of the January 2015 New Revolving
Loan Commitment Effective Date and (ii) on the January 2015 Additional Series A-3 Tranche A Term Loan Funding Date to Administrative
Agent, for the account of each New Term Loan Lender party to the January 2015 Additional Series A-3 Tranche A Term Loan Joinder
Agreement, as fee compensation for such New Term Loan Lender’s Additional Series A-3 Tranche A Term Loan Commitments (as
defined in the January 2015 Additional Series A-3 Tranche A Term Loan Joinder Agreement), a closing fee in an amount equal to 0.15%
of the aggregate principal amount of such New Term Loan Lender’s allocated Additional Series A-3 Tranche A Term Loan Commitments
which are actually funded on the January 2015 Additional Series A-3 Tranche A Term Loan Funding Date.


 


(n)       Borrower
agrees to pay: (i) on the applicable Series A-4 Tranche A Term Loan Funding Date to the Administrative Agent, for the account of
each New Term Loan Lender party to the Series A-4 Tranche A Term Loan Joinder Agreement, as fee compensation for the funding of
such New Term Loan Lender’s Series A-4 Tranche A Term Loans, a closing fee in an amount equal to 0.25% of the aggregate principal
amount of such New Term Loan Lender’s Series A-4 Tranche A Term Loans funded as of such Series A-4 Tranche A Term Loan Funding
Date and (ii) on the earlier to occur of (a) each Series A-4 Tranche A Term Loan Funding Date (with respect to the Series 



    -66-


     


    

A-4 Tranche
A Term Loans funded on such date) and (b) the Series A-4 Tranche A Term Loan Commitment Termination Date (as defined in the Series
A-4 Tranche A Term Loan Joinder Agreement) (with respect to the unfunded portion of the Series A-4 Tranche A Term Loan Commitments
(as defined in the Series A-4 Tranche A Term Loan Joinder Agreement) remaining on such date), to the Administrative Agent, for
the account of each New Term Loan Lender party to the Series A-4 Tranche A Term Loan Joinder Agreement, a nonrefundable commitment
fee on the actual daily unfunded portion of such New Term Loan Lender’s Series A-4 Tranche A Term Loan Commitments as of
the date of the Series A-4 Tranche A Term Loan Joinder Agreement, for the period from the date of the Series A-4 Tranche A Term
Loan Joinder Agreement, to the earlier of (x) the final Series A-4 Tranche A Term Loan Funding Date and (y) the Series A-4 Tranche
A Term Loan Commitment Termination Date at a rate per annum, calculated on the basis of a year of 360 days and the actual number
of days expired during the applicable period, equal to 0.25% (increasing to 0.50% on the date that is 60 days after the date of
the Series A-4 Tranche A Term Loan Joinder Agreement).


 


(o)       Borrower
agrees to pay: (i) on the Series F-1 Tranche B Term Loan Funding Date to the Administrative Agent, for the account of each New
Term Loan Lender party to the Series F Tranche B Term Loan Joinder Agreement with a Series F-1 Tranche B Term Loan Commitment (as
defined in the Series F Tranche B Term Loan Joinder Agreement), (1) as fee compensation for the funding of such New Term Loan Lender’s
Series F-1 Tranche B Term Loans, a closing fee in an amount equal to 0.50% of the aggregate principal amount of such New Term Loan
Lender’s Series F-1 Tranche B Term Loans funded as of the Series F-1 Tranche B Term Loan Funding Date and (2) a nonrefundable
ticking fee on the aggregate principal amount of such New Term Loan Lender’s Series F-1 Tranche B Term Loan Commitments for
the period beginning on the date that is 30 days after the first date the Series F-1 Tranche B Term Loans have been allocated,
and expiring on the earlier of (x) the Series F-1 Tranche B Term Loan Funding Date and (y) the Series F-1 Term Loan Commitment
Termination Date (as defined in the Series F Tranche B Term Loan Joinder Agreement), at a rate per annum, calculated on the basis
of a year of 360 days and the actual number of days expired during the applicable period, equal to 4.00%; and (ii) (1) on the applicable
Series F-2 Tranche B Term Loan Funding Date to the Administrative Agent, for the account of each New Term Loan Lender party to
the Series F Tranche B Term Loan Joinder Agreement with a Series F-2 Tranche B Term Loan Commitment (as defined in the Series F
Tranche B Term Loan Joinder Agreement), as fee compensation for the funding of such New Term Loan Lender’s Series F-2 Tranche
B Term Loans, a closing fee in an amount equal to 0.50% of the aggregate principal amount of such New Term Loan Lender’s
Series F-2 Tranche B Term Loans funded on such Series F-2 Tranche B Term Loan Funding Date and (2) on the earliest to occur of
(a) the applicable Series F-2 Tranche B Term Loan Funding Date (with respect to the Series F-2 Tranche B Term Loans funded on such
date) and (b) the Series F-2 Tranche B Term Loan Commitment Termination Date (as defined in the Series F-2 Tranche B Term Loan
Joinder Agreement) (with respect to the unfunded portion of the Series F-2 Tranche B Term Loan Commitments remaining on such date),
to the Administrative Agent, for the account of each New Term Loan Lender party to the Series F-2 Tranche B Term Loan Joinder Agreement
with a Series F-2 Tranche B Term Loan Commitment, a nonrefundable ticking fee on the aggregate principal amount of such New Term
Loan Lender’s Series F-2 Tranche B Term Loan Commitments for the period beginning on the date that is 30 days after the first
date the Series F-2 Tranche B Term Loans have been allocated, and expiring on the earlier of (x) the final Series F-2 Tranche B
Term Loan Funding Date and (y) the Series F-2 Term Loan Commitment Termination Date (as defined in the Series F Tranche B Term
Loan Joinder Agreement), at a rate per annum, calculated on the basis of a year of 360 days and the actual number of days expired
during the applicable period, equal to 4.00%.


 


2.12       Scheduled
Payments/Commitment Reductions.


 


(a)       Scheduled
Installments. The principal amounts of the Tranche A Term Loans and Tranche B Term Loans shall be repaid in consecutive
quarterly installments (each, an “Installment”) equal to (i) the amount of Series A-1 Tranche A Term Loans or
Series A-2 Tranche A Term Loans, as applicable, set forth below or (ii) the percentage set forth below of, initially, an amount
equal to the aggregate principal amount of Tranche A Term Loans and Tranche B Term Loans, as applicable, outstanding
on the Third Restatement Date (or the Amendment No. 8 Effective Date in the case of Series A-3 Tranche A Term Loans (as increased
by the principal amount of any Subsequent Exchanged Series A-3 Tranche A Term Loans (as defined in Amendment No. 8))) on the four
quarterly scheduled Interest Payment Dates (each such date, an “Installment Date”), commencing March 31,
2012:


 



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Amortization

Date	Series A-1 

Tranche A

Term Loan 

Installments	Series A-2 

Tranche A

Term Loan

Installments	Series A-3

Tranche A

Term Loan

Installments	Series A-4 Tranche A Term Loan Installments	Series C-2

Tranche B

Term Loan 

Installments	Series D-2 

Tranche B

Term Loan 

Installments	Series E-1 

Tranche B

Term Loan

Installments	Series F 

Tranche B

 Term Loan (including, from and after the Amendment No. 14 Effective Date, Series F-3 Tranche B Term Loans) Term Loan

Installments
	December 31, 2013	--	--	--	--	--	--	--	--
	March 31, 2014	--	--	--	--	--	--	--	--
	June 30, 2014	$16,462,074.09	$13,019,451.66	--	--	0.25%	0.25%	0.25%	--
	September 30, 2014	$16,462,074.09	$13,019,451.66	--	--	0.25%	0.25%	0.25%	--
	December 31, 2014	$16,462,074.09	$13,019,451.66	--	--	0.25%	0.25%	0.25%	--
	March 31, 2015	$16,462,074.09	$13,019,451.66	--	--	0.25%	0.25%	0.25%	--
	June 30, 2015	$16,462,074.09	$13,019,451.66	--	1.25%	0.25%	0.25%	0.25%	0.25%
	September 30, 2015	$16,462,074.09	$13,019,451.66	--	1.25%	0.25%	0.25%	0.25%	0.25%
	December 31, 2015	$16,462,074.09	$13,019,451.66	--	1.25%	0.25%	0.25%	0.25%	0.25%
	March 31, 2016	$16,462,074.09	$13,019,451.66	5.42%	1.25%	0.25%	0.25%	0.25%	0.25%
	Tranche A Term Loan Maturity Date	Remaining Balance	Remaining Balance	--	--	--	--	--	--
	June 30, 2016	--	 	5.42%	2.50%	0.25%	0.25%	0.25%	0.25%
	September 30, 2016	--	 	5.42%	2.50%	0.25%	0.25%	0.25%	0.25%
	December 31, 2016	--	 	5.42%	2.50%	0.25%	0.25%	0.25%	0.25%
	March 31, 2017	--	 	5.42%	2.50%	0.25%	0.25%	0.25%	0.251.25%
	June 30, 2017	--	 	5.42%	5.00%	0.25%	0.25%	0.25%	0.251.25%
	September 30, 2017	--	 	5.42%	5.00%	0.25%	0.25%	0.25%	0.251.25%
	December 31, 2017	--	 	5.42%	5.00%	0.25%	0.25%	0.25%	0.251.25%
	March 31, 2018	--	 	5.42%	5.00%	0.25%	0.25%	0.25%	0.251.25%







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Amortization

Date	Series A-1 

Tranche A

Term Loan 

Installments	Series A-2 

Tranche A

Term Loan

Installments	Series A-3

Tranche A

Term Loan

Installments	Series A-4 Tranche A Term Loan Installments	Series C-2

Tranche B

Term Loan 

Installments	Series D-2 

Tranche B

Term Loan 

Installments	Series E-1 

Tranche B

Term Loan

Installments	Series F 

Tranche B

 Term Loan (including, from and after the Amendment No. 14 Effective Date, Series F-3 Tranche B Term Loans) Term Loan

Installments
	June 30, 2018	--	 	5.42%	5.00%	0.25%	0.25%	0.25%	0.251.25%
	September 30, 2018	--	 	5.42%	5.00%	0.25%	0.25%	0.25%	0.251.25%
	Series A-3 Tranche A Term Loan Maturity Date 	--	 	Remaining

Balance	--	--	--	--	--
	December 31, 2018	--	 	--	5.00%	0.25%	0.25%	0.25%	0.251.25%
	Tranche B Term Loan Maturity Date	--	 	--	--	--	Remaining 

Balance	--	--
	March 31, 2019	--	 	--	5.00%	0.25%	--	0.25%	0.251.25%
	June 30, 2019	--	 	--	5.00%	0.25%	--	0.25%	0.251.25%
	September 30, 2019	--	 	--	5.00%	0.25%	--	0.25%	0.251.25%
	Series C Tranche B Term Loan Maturity Date	--	 	--	--	Remaining 

Balance	--	--	--
	December 31, 2019	--	 	--	5.00%	--	--	0.25%	0.251.25%
	March 31, 2020	--	 	--	5.00%	--	--	0.25%	0.251.25%
	Series A-4 Tranche A Term Loan Maturity Date	 	 	 	Remaining 

Balance	 	 	 	--
	June 30, 2020	--	 	--	 	--	--	0.25%	0.251.25%
	Series E-1 Tranche B Term Loan Maturity Date	--	--	--	--	--	--	Remaining 

Balance	--
	September 30, 2020	--	--	--	--	--	--	--	0.251.25%
	December 31, 2020	--	--	--	--	--	--	--	0.251.25%
	March 31, 2021	--	--	--	--	--	--	--	0.251.25%
	June 30, 2021	--	--	--	--	--	--	--	0.251.25%



 






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Amortization

Date	Series A-1 

Tranche A

Term Loan 

Installments	Series A-2 

Tranche A

Term Loan

Installments	Series A-3

Tranche A

Term Loan

Installments	Series A-4 Tranche A Term Loan Installments	Series C-2

Tranche B

Term Loan 

Installments	Series D-2 

Tranche B

Term Loan 

Installments	Series E-1 

Tranche B

Term Loan

Installments	Series F 

Tranche B

 Term Loan (including, from and after the Amendment No. 14 Effective Date, Series F-3 Tranche B Term Loans) Term Loan

Installments
	September 30, 2021	--	--	--	--	--	--	--	0.251.25%
	December 31, 2021	--	--	--	--	--	--	--	0.251.25%
	March 31, 2022	--	--	--	--	--	--	--	0.251.25%
	Series F Tranche B Term Loan Maturity Date 	--	--	--	--	--	--	--	Remaining 

Balance


 


Notwithstanding the foregoing, (x) such Installments shall be
reduced in connection with any voluntary or mandatory prepayments of the Tranche A Term Loans and/or the Tranche B Term Loans as
the case may be, in accordance with Sections 2.13, 2.14 and 2.15, as applicable; and (y) the Tranche A Term Loans and the Tranche
B Term Loans, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later
than the Tranche A Term Loan Maturity Date and the Tranche B Term Loan Maturity Date, respectively. The
Borrower shall repay to the Administrative Agent on the Amendment No. 14 Effective Date, for the ratable account of the Lenders
holding Non-Converted Term Loans, the outstanding balance of such Non-Converted Term Loans.


 


In the event that any Extended Term Loans
are established, such Extended Term Loans shall, subject to the requirements of Section 2.26, mature and be repaid by the Borrower
in the amounts and on the dates set forth in the applicable Extension Amendment.


 


2.13       Voluntary
Prepayments/Commitment Reductions.


 


(a)       Voluntary
Prepayments.


 


(i)     Any time and from time to time:


 


(A)       with
respect to Base Rate Loans, Borrower may prepay any such Loans on any Business Day in whole or in part (in the case of a partial
prepayment of Loans borrowed in Dollars, in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess
of that amount);


 


(B)       with
respect to Eurodollar Rate Loans, subject to Section 2.18(c), Borrower may prepay any such Loans on any Business Day in whole or
in part (in the case of a partial prepayment, in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000
in excess of that amount); and


 



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(C)       with
respect to Swing Line Loans, Borrower may prepay any such Loans on any Business Day in whole or in part (in the case of a partial
prepayment, in an aggregate minimum amount of $500,000, and in integral multiples of $100,000 in excess of that amount).


 


(ii)     All such prepayments shall be made:


 


(A)       upon
not less than one Business Day’s prior written notice in the case of Base Rate Loans;


 


(B)       upon
not less than three Business Days’ prior written notice in the case of Eurodollar Rate Loans; and


 


(C)       upon
written notice on the date of prepayment, in the case of Swing Line Loans;


 


in each case substantially in the form of Exhibit E and given
to Administrative Agent or Swing Line Lender, as the case may be, by 12:00 p.m. (New York City time) on the date required (and
Administrative Agent will promptly transmit such original notice for Term Loans or Revolving Loans, as the case may be, by telefacsimile
or telephone to each Lender) or Swing Line Lender, as the case may be. Upon the giving of any such notice, the principal amount
of the Loans specified in such notice shall become due and payable on the prepayment date specified therein; provided that
a notice of voluntary prepayment may state that such notice is conditional upon the effectiveness of other credit facilities or
the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which
case such notice of prepayment may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified date)
if such condition is not satisfied. Any such voluntary prepayment shall be applied as specified in Section 2.15(a).


 


Notwithstanding Section 2.13(a) above,
in the event that on or prior to the first anniversary of the Third Restatement Date, the Borrower (x) makes any prepayment of
Tranche B Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a
Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders,
(I) in the case of clause (x) above, a prepayment premium of 1% of the amount of the Tranche B Term Loans being prepaid
and (II) in the case of clause (y) above, a payment equal to 1% of the aggregate amount of the applicable Tranche B Term
Loans outstanding immediately prior to such amendment.


 


Notwithstanding Section 2.13(a) above,
in the event that on or prior to the first anniversary of the Series A Tranche B Term Loan Funding Date, the Borrower (x) makes
any prepayment of the Series A Tranche B Term Loans in connection with any Repricing Transaction or (y) effects any amendment of
the Credit Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable
account of each of 



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the applicable Lenders, (I) in the case of clause (x) above, a prepayment premium of 1% of the amount of the
Series A Tranche B Term Loans being prepaid and (II) in the case of clause (y) above, a payment equal to 1% of the aggregate amount
of the applicable Series A Tranche B Term Loans outstanding immediately prior to such amendment.


 


Notwithstanding Section 2.13(a) above,
in the event that on or prior to the first anniversary of the Series A Tranche B Term Loan Funding Date, the Borrower (x) makes
any prepayment of the Series B Tranche B Term Loans in connection with any Repricing Transaction or (y) effects any amendment of
the Credit Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable
account of each of the applicable Lenders, (I) in the case of clause (x) above, a prepayment premium of 1% of the amount of the
Series B Tranche B Term Loans being prepaid and (II) in the case of clause (y) above, a payment equal to 1% of the aggregate amount
of the applicable Series B Tranche B Term Loans outstanding immediately prior to such amendment.


 


Notwithstanding Section 2.13(a) above,
in the event that on or prior to the first anniversary of the Series D Tranche B Term Loan Funding Date, the Borrower (x) makes
any prepayment of the Series C Tranche B Term Loans in connection with any Repricing Transaction or (y) effects any amendment of
the Credit Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable
account of each of the applicable Lenders, (I) in the case of clause (x) above, a prepayment premium of 1% of the amount of the
Series C Tranche B Term Loans being prepaid and (II) in the case of clause (y) above, a payment equal to 1% of the aggregate amount
of the applicable Series C Tranche B Term Loans outstanding immediately prior to such amendment.


 


Notwithstanding Section 2.13(a) above,
in the event that on or prior to the first anniversary of the Series D Tranche B Term Loan Funding Date, the Borrower (x) makes
any prepayment of the Series D Tranche B Term Loans in connection with any Repricing Transaction or (y) effects any amendment of
the Credit Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable
account of each of the applicable Lenders, (I) in the case of clause (x) above, a prepayment premium of 1% of the amount of the
Series D Tranche B Term Loans being prepaid and (II) in the case of clause (y) above, a payment equal to 1% of the aggregate amount
of the applicable Series D Tranche B Term Loans outstanding immediately prior to such amendment.


 


Notwithstanding Section 2.13(a) above,
in the event that on or prior to the six month anniversary of the Series C-1 Tranche B Term Loan Funding Date, the Borrower (x)
makes any prepayment of the Series C-1 Tranche B Term Loans in connection with any Repricing Transaction or (y) effects any amendment
of the Credit Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable
account of each of the applicable Lenders, (I) in the case of clause (x) above, a prepayment premium of 1% of the amount of the
Series C-1 Tranche B Term Loans being prepaid and (II) in the case of clause (y) above, a payment equal to 1% of the aggregate
amount of the applicable Series C-1 Tranche B Term Loans outstanding immediately prior to such amendment.


 


Notwithstanding Section 2.13(a) above,
in the event that on or prior to the six month anniversary of the Series D-1 Tranche B Term Loan Funding Date, the Borrower (x)
makes any prepayment of the Series D-1 Tranche B Term Loans in connection with any Repricing Transaction or (y) effects any amendment
of the Credit Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable
account of each of the applicable Lenders, (I) in the case of clause (x) above, a prepayment premium of 1% of the amount of the
Series D-1 Tranche B Term Loans being prepaid and (II) in the case of clause (y) above, a payment equal to 1% of the aggregate
amount of the applicable Series D-1 Tranche B Term Loans outstanding immediately prior to such amendment.


 


Notwithstanding Section 2.13(a) above,
in the event that on or prior to the six month anniversary of the Series E Tranche B Term Loan Funding Date, the Borrower (x) makes
any prepayment of the Series E Tranche B Term Loans in connection with any Repricing Transaction or (y) effects any amendment of
the Credit Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable
account of each of the applicable Lenders, (I) in the case of clause (x) above, a prepayment premium of 1% of the amount of the
Series E Tranche B Term Loans being prepaid and (II) in the case of clause (y) above, a payment equal to 1% of the aggregate amount
of the applicable Series E Tranche B Term Loans outstanding immediately prior to such amendment.


 


Notwithstanding Section 2.13(a) above,
in the event that on or prior to the six month anniversary of the Series C-2 Tranche B Term Loan Funding Date, the Borrower (x)
makes any prepayment of the Series C-2 Tranche B Term Loans in connection with any Repricing Transaction or (y) effects any amendment
of the Credit Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable
account of each of the applicable Lenders, (I) in the case of clause (x) above, a prepayment premium of 1% of the amount of the
Series C-2 Tranche B Term Loans being prepaid and (II) in the case of clause (y) above, a payment equal to 1% of the aggregate
amount of the applicable Series C-2 Tranche B Term Loans outstanding immediately prior to such amendment.


 


Notwithstanding Section 2.13(a) above,
in the event that on or prior to the six month anniversary of the Series D-2 Tranche B Term Loan Funding Date, the Borrower (x)
makes any prepayment of the Series D-2 Tranche B Term Loans in connection with any Repricing Transaction or (y) effects any amendment
of the Credit Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable
account of each of the applicable Lenders, (I) in the case of clause (x) above, a prepayment premium of 1% of the amount of the
Series D-2 Tranche B Term Loans being prepaid and (II) in the case of clause (y) above, a payment equal to 1%



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 of the aggregate
amount of the applicable Series D-2 Tranche B Term Loans outstanding immediately prior to such amendment.


 


Notwithstanding Section 2.13(a) above,
in the event that on or prior to the six month anniversary of the Series E-1 Tranche B Term Loan Funding Date, the Borrower (x)
makes any prepayment of the Series E-1 Tranche B Term Loans in connection with any Repricing Transaction or (y) effects any amendment
of the Credit Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable
account of each of the applicable Lenders, (I) in the case of clause (x) above, a prepayment premium of 1% of the amount of the
Series E-1 Tranche B Term Loans being prepaid and (II) in the case of clause (y) above, a payment equal to 1% of the aggregate
amount of the applicable Series E Tranche B Term Loans outstanding immediately prior to such amendment.


 


Notwithstanding Section 2.13(a) above,
in the event that on or prior to the six month anniversary of the Series F Tranche B Term Loan Funding Date, the Borrower (x) makes
any prepayment of the Series F Tranche B Term Loans in connection with any Repricing Transaction or (y) effects any amendment of
the Credit Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable
account of each of the applicable Lenders, (I) in the case of clause (x) above, a prepayment premium of 1% of the amount of the
Series F Tranche B Term Loans being prepaid and (II) in the case of clause (y) above, a payment equal to 1% of the aggregate amount
of the applicable Series F Tranche B Term Loans outstanding immediately prior to such amendment.


 


Notwithstanding Section 2.13(a) above,
in the event that from the Amendment No. 11 Effective Date to the date that is on or prior to the six month anniversary of the
Amendment No. 11 Effective Date, the Borrower (x) makes any prepayment of the Series D-2 Tranche B Term Loans in connection with
any Repricing Transaction or (y) effects any amendment of the Credit Agreement resulting in a Repricing Transaction, the Borrower
shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (I) in the case of clause (x)
above, a prepayment premium of 1% of the amount of the Series D-2 Tranche B Term Loans being prepaid and (II) in the case of clause
(y) above, a payment equal to 1% of the aggregate amount of the applicable Series D-2 Tranche B Term Loans outstanding immediately
prior to such amendment.


 


Notwithstanding
Section 2.13(a) above, in the event that on or prior to the two year anniversary of the Amendment No. 14 Effective Date, the Borrower
(x) makes any prepayment of the Series F Tranche B Term Loans (including the Series F-3 Tranche B Term Loans) in connection with
any Repricing Transaction or (y) effects any amendment of the Credit Agreement resulting in a Repricing Transaction, the Borrower
shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (I) in the case of clause (x)
above, a prepayment premium of 1% of the amount of the Series F Tranche B Term Loans (including the Series F-3 Tranche B Term Loans)
being prepaid and (II) in the case of clause (y) above, a payment equal to 1% of the aggregate amount of the applicable Series
F Tranche B Term Loans (including the Series F-3 Tranche B Term Loans) outstanding immediately prior to such amendment.


 


(b)       Voluntary
Commitment Reductions.


 


(i)     Borrower may, upon not less than three Business Days’
prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original
written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender),
at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments
in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time
of such proposed termination or reduction; provided that any such partial reduction of the Revolving Commitments shall be
in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount.


 


(ii)    Borrower’s notice to Administrative Agent
shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction,
and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrower’s notice
and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided that a
notice of termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit



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 facilities
or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which
case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior
to the specified date) if such condition is not satisfied.


 


2.14       Mandatory
Prepayments.


 


(a)       Asset
Sales. No later than threeseven
Business Days following the date of receipt by Borrower or any of its Subsidiaries of any Net Asset Sale Proceeds, Borrower shall
prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to such Net Asset Sale Proceeds; provided
that so long as no Event of Default shall have occurred and be continuing, Borrower or any of its Subsidiaries may invest an amount
equal to all or any portion of such Net Asset Sale Proceeds received from Asset Sales of assets within 365 days of receipt thereof
in real estate, equipment and other tangible assets, Intellectual Property or Intellectual Property licenses useful in the business
of Borrower and its Subsidiaries (or any similar or related or ancillary business), in which case the amount of Net Asset Sale
Proceeds so invested shall not be required to be applied to prepay the Loans pursuant to this Section 2.14(a).


 


Notwithstanding the foregoing, Net Asset
Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale shall be applied to prepay the Loans as set
forth in Section 2.15(b) without giving effect to the proviso in this Section 2.14(a), until such time that (i) the Borrower delivers
(x) the 2015 Year End Financial Information and (y) the 2016 First Quarter Financial Information and (ii) on a Pro Forma Basis
after giving effect to such prepayments, the Leverage Ratio of the Borrower and its Subsidiaries is less than 4.50 to 1.00, as
of the last day of the most recently ended Fiscal Quarter for which financial statements were required to have been delivered pursuant
to Sections 5.1(a) or (b).


 


(b)       Insurance/Condemnation
Proceeds. No later than threeseven
Business Days following the date of receipt by Borrower or any of its Subsidiaries, or Administrative Agent as loss payee, of any
Net Insurance/Condemnation Proceeds in excess of $25,000,000 in the aggregate in any Fiscal Year, Borrower shall prepay the Loans
as set forth in Section 2.15(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that,
so long as no Event of Default shall have occurred and be continuing, Borrower or any of its Subsidiaries may invest an amount
equal to all or any portion of such Net Insurance/Condemnation Proceeds within 365 days of receipt thereof in real estate, equipment
and other tangible assets useful in the business of Borrower and its Subsidiaries (or any similar or related or ancillary business),
which investment may include the repair, restoration or replacement of the applicable assets thereof, in which case the amount
of Net Insurance/Condemnation Proceeds so invested shall not be required to be applied to prepay the Loans pursuant to this Section
2.14(b).


 


(c)       Issuance
of Equity Securities. No later than threeseven
Business Days following the date of receipt by Borrower or any of its Subsidiaries of any Cash proceeds from a capital contribution
to, or the issuance of any Equity Interests of, Borrower or any of its Subsidiaries (other than (i) pursuant to any employee stock
or stock option compensation plan or any employment agreement, (ii) the receipt of a capital contribution from, or the issuance
of Equity Interests to, Borrower or any of its Subsidiaries, (iii) the issuance of directors’ qualifying shares or of other
nominal amounts of other Equity Interests that are required to be held by specified Persons under Applicable Law and (iv) in connection
with a Permitted Majority Investment), Borrower shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal
to 50% of such proceeds, in each case, net of underwriting discounts and commissions and other reasonable costs and expenses associated
therewith, including reasonable legal fees and expenses; provided that if, as of the end of the most recent four consecutive
Fiscal Quarter period (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section
5.1(c) calculating the Leverage Ratio as of the last day of such four consecutive Fiscal Quarter period), the Leverage Ratio determined
on a Pro Forma Basis shall be 3.25:1.00 or less, Borrower shall only be required to make prepayments otherwise required hereby
in an amount equal to 25% of such proceeds.


 


(d)       Issuance
of Debt. No later than twoseven
Business Days following the date of receipt by Borrower or any of its Subsidiaries of any Cash proceeds from the incurrence of
any Indebtedness of Borrower or any of its Subsidiaries (other than with respect to any Indebtedness permitted to be incurred pursuant
to Section 6.1), Borrower shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to 100% of such 



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proceeds,
net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable
legal fees and expenses.


 


(e)       Consolidated
Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with Fiscal
Year 2012), Borrower shall, no later than ninety days after the end of such Fiscal Year, prepay the Loans as set forth in Section
2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow; provided that if, as of the last
day of the most recently ended Fiscal Year the Leverage Ratio (determined for any such period by reference to the Compliance Certificate
delivered pursuant to Section 5.1(c) calculating the Leverage Ratio as of the last day of such Fiscal Year) shall be (x) 3.25:1.00
or less, Borrower shall only be required to make the prepayments otherwise required hereby in an amount equal to 25% of such Consolidated
Excess Cash Flow or (y) 2.50:1.00 or less, Borrower shall not be required to make prepayments pursuant to this Section 2.14(e)
with respect to such Fiscal Year; minus (ii) voluntary repayments of the Loans (excluding repayments of Revolving Loans or Swing
Line Loans except to the extent the Revolving Commitments are permanently reduced in connection with such repayments) made with
Internally Generated Cash.


 


(f)       Revolving
Loans and Swing Line Loans. (i) Borrower shall from time to time prepay first, the Swing Line Loans, and second,
the Revolving Loans to the extent necessary so that the Total Utilization of Revolving Commitments shall not at any time exceed
the Revolving Commitments then in effect.


 


(g)       Prepayment
Certificate. Concurrently with any prepayment of the Loans pursuant to Sections 2.14(a) through 2.14(e), Borrower shall deliver
to Administrative Agent a certificate of an Authorized Officer demonstrating the calculation of the amount of the applicable net
proceeds or Consolidated Excess Cash Flow, as the case may be. In the event that Borrower shall subsequently determine that the
actual amount received exceeded the amount set forth in such certificate, Borrower shall promptly make an additional prepayment
of the Loans in an amount equal to such excess, and Borrower shall concurrently therewith deliver to Administrative Agent a certificate
of an Authorized Officer demonstrating the derivation of such excess.


 


2.15       Application
of Prepayments.


 


(a)       Application
of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan pursuant to Section 2.13(a) shall be applied as specified
by Borrower in the applicable notice of prepayment; provided that, in the event Borrower fails to specify the Loans to which
any such prepayment shall be applied, such prepayment shall be applied as follows:


 


first, to repay outstanding
Swing Line Loans to the full extent thereof;


 


second, to repay outstanding
Revolving Loans to the full extent thereof; and


 


third, to prepay the Term
Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof); and further applied on a pro
rata basis to reduce the remaining scheduled Installments of principal of the Tranche A Term Loans, Tranche B Term Loans and the
New Term Loans (if any) and shall be applied within each Class of Term
Loans in direct order of maturity.


 


(b)       Application
of Mandatory Prepayments by Type of Loans. Any amount required to be paid pursuant to Sections 2.14(a) through 2.14(e) shall
be applied as follows:


 


first, to prepay Term Loans
on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and further applied on a pro rata
basis to reduce the remaining scheduled Installments of principal of the Tranche A Term Loans, Tranche B Term Loans and the New
Term Loans (if any) and shall be applied within each Class of Term Loans
in direct order of maturity;


 


second, to prepay the Swing
Line Loans to the full extent thereof;


 


third, to prepay the Revolving
Loans to the full extent thereof;


 



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fourth, to prepay outstanding
reimbursement obligations with respect to Letters of Credit;


 


fifth, to
cash collateralize Letters of Credit[Reserved];
and


 


sixth, to Borrower.


 


(c)       Application
of Prepayments of Loans to Base Rate Loans and Eurodollar Rate Loans. Considering each Class of Loans being prepaid separately,
any prepayment thereof shall be applied, as between the Base Rate Loans and the Eurodollar Rate Loans, as directed by Borrower.


 


(d)       Waivable
Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Tranche A Term Loans are outstanding,
in the event Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the
Tranche B Term Loans, not less than five Business Days prior to the date (the “Required Prepayment Date”) on
which Borrower is required to make such Waivable Mandatory Prepayment, Borrower shall notify Administrative Agent of the amount
of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche B Term
Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to
refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower and Administrative Agent of
its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender
which does not notify Borrower and Administrative Agent of its election to exercise such option on or before the third Business
Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the
Required Prepayment Date, Borrower shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount
shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have
elected not to exercise such option, to prepay the Tranche B Term Loans of such Lenders (which prepayment shall be applied to the
scheduled Installments of principal of the Tranche B Term Loans in accordance with Section 2.15(b)), and (ii) in an amount equal
to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option,
to prepay the Tranche A Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the
Tranche A Term Loans in accordance with Section 2.15(b)), with any excess after such prepayment of the Tranche A Term Loans being
further applied in accordance with clauses second through sixth of Section 2.15(b).


 


2.16       General
Provisions Regarding Payments.


 


(a)       All
payments by Borrower of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense,
recoupment, set-off or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than
(x) 12:00 p.m. (New York City time) on the date due at the Principal Office designated by Administrative Agent for the account
of Lenders; for purposes of computing interest and fees, funds received by Administrative Agent after that time on such due date
shall be deemed to have been paid by Borrower on the next succeeding Business Day.


 


(b)       All
payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans that are Base Rate
Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments
(and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall
be applied to the payment of interest then due and payable before application to principal.


 


(c)       Administrative
Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall
indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due
hereunder, together with all other amounts due thereto, including, all fees payable with respect thereto, to the extent received
by Administrative Agent.


 


(d)       Notwithstanding
the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected
Lender makes Base Rate Loans in lieu of its Pro Rata Share 



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of any Eurodollar Rate Loans, Administrative Agent shall give effect
thereto in apportioning payments received thereafter.


 


(e)       Subject
to the provisos set forth in the definition of “Interest Period” as they may apply to Revolving Loans, whenever any
payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment
shall be made on the next succeeding Business Day and, with respect to Revolving Loans only, such extension of time shall be included
in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder.


 


(f)       Except
as otherwise expressly provided herein, all payments by Borrower hereunder shall be made to Administrative Agent, for the account
of the respective Lenders to which such payment is owed, in Dollars and otherwise in the manner set forth in clause (a) of this
Section 2.16.


 


(g)       Administrative
Agent shall deem any payment by or on behalf of Borrower hereunder that is not made in same day funds prior to 12:00 p.m.
(New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative
Agent until the later of (i) the time such funds become available funds, and (ii) the next succeeding Business Day. Administrative
Agent shall give prompt telephonic notice to Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming.
Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a).
Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available
funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the
rate determined pursuant to Section 2.10 from the date such amount was due and payable until the date such amount is paid in full.


 


(h)       If
an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated
pursuant to Section 8.1, all payments or proceeds received by Agents hereunder in respect of any of the Obligations, shall be applied
in accordance with the application arrangements described in Section 9.2 of the Second Amended and Restated Pledge and Security
Agreement and the analogous sections of any other Collateral Documents.


 


2.17       Ratable
Sharing. Lenders hereby agree among themselves that, except as otherwise provided in the Collateral Documents with respect
to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them shall, whether by voluntary
payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise
of any right of set-off, consolidation or banker’s lien, by counterclaim or cross action or by the enforcement of any right
under the Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under any Insolvency
Laws, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of
Letters of Credit, fees and other amounts then due and owing to such Lender hereunder or under the other Credit Documents (collectively,
the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender
in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall
(a) notify Administrative Agent and each other Lender of the receipt of such payment and (b) apply a portion of such payment to
purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the
receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries
of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that,
if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender
upon the bankruptcy or reorganization of Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid
for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest.
Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise
any and all rights of banker’s lien, consolidation, set-off or counterclaim with respect to any and all monies owing by Borrower
to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The
provisions of this Section 2.17 shall not be construed to apply to (a) any payment made by Borrower pursuant to and in accordance
with the express terms of this Agreement or (b) any payment obtained by any Lender as consideration for the assignment or sale
of a participation in any of its Loans or other Obligations owed to it in accordance herewith.


 



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2.18       Making
or Maintaining Eurodollar Rate Loans.


 


(a)       Inability
to Determine Applicable Interest Rate. In the event that Administrative Agent shall have determined (which determination shall
be final and conclusive and binding upon all parties hereto absent manifest error), on any Interest Rate Determination Date with
respect to any Eurodollar Rate Loans, that by reason of circumstances affecting the London interbank market, adequate and fair
means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of Adjusted
Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly
reflect the cost to such Lenders of funding such Loan, Administrative Agent shall on such date give notice (by email or by telephone
confirmed in writing) to Borrower and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to,
Eurodollar Rate Loans until such time as Administrative Agent notifies Borrower and Lenders that the circumstances giving rise
to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by Borrower with respect to
the Loans in respect of which such determination was made shall be deemed to be rescinded by Borrower.


 


(b)       Illegality
or Impracticability of Eurodollar Rate Loans. In the event that on any date any Lender shall have determined (which determination
shall be final and conclusive and binding upon all parties hereto absent manifest error) that the making, maintaining or continuation
of its Eurodollar Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty,
governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline
or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable,
as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market
or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender”
and it shall on that day give notice (by email or by telephone confirmed in writing) to Borrower and Administrative Agent of such
determination (which notice Administrative Agent shall promptly transmit to each other Lender). If the Administrative Agent receives
a notice from (x) any Lender pursuant to clause (i) of the preceding sentence or (y) a notice from Lenders constituting Requisite
Lenders pursuant to clause (ii) of the preceding sentence, then (1) the obligation of the Lenders (or, in the case of any
notice pursuant to clause (i) of the preceding sentence, such Lender) to make Loans as, or to convert Loans to, Eurodollar Rate
Loans shall be suspended until such notice shall be withdrawn by each Affected Lender, (2) to the extent such determination by
the Affected Lender relates to a Eurodollar Rate Loan then being requested by Borrower pursuant to a Funding Notice or a Conversion/Continuation
Notice, Lenders (or in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender) shall make such Loan
as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (3) the Lenders’ (or in the case
of any notice pursuant to clause (i) of the preceding sentence, such Lender’s) obligations to maintain their respective outstanding
Eurodollar Rate Loans (the “Affected Loans”), shall be terminated at the earlier to occur of the expiration
of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (4) the Affected Loans shall
automatically convert into Base Rate Loans on the date of such termination. Notwithstanding anything herein to the contrary, to
the extent a determination by an Affected Lender as described above relates to a Eurodollar Rate Loan then being requested by Borrower
pursuant to a Funding Notice or a Conversion/Continuation Notice, Borrower shall have the option, subject to the provisions of
Section 2.18(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving written or telephonic
notice (promptly confirmed by delivery of written notice thereof) to Administrative Agent of such rescission on the date on which
the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall
promptly transmit to each other Lender).


 


(c)       Compensation
for Breakage or Non-Commencement of Interest Periods. Borrower shall compensate each Lender, as promptly as practicable after
written request by such Lender (which request shall set forth the basis for requesting such amounts and shall be conclusive absent
manifest error), for all reasonable losses, expenses and liabilities (including any interest paid or calculated to be due and payable
by such Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability
sustained by such Lender in connection with the liquidation or deployment of such funds but excluding loss of anticipated profits)
which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Eurodollar Rate Loan
does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation
of any Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request
for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its Eurodollar
Rate Loans occurs on a date 



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prior to the last day of an Interest Period applicable to that Loan; or (iii) if any prepayment of
any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by Borrower.


 


(d)       Booking
of Eurodollar Rate Loans. Any Lender may make, carry or transfer Eurodollar Rate Loans at, to, or for the account of any of
its branch offices or the office of an Affiliate of such Lender.


 


(e)       Assumptions
Concerning Funding of Eurodollar Rate Loans. Calculation of all amounts payable to a Lender under this Section 2.18 and under
Section 2.19 shall be made as though such Lender had actually funded each of its relevant Eurodollar Rate Loans a matching deposit
or other borrowing in the offshore interbank market for such currency for a comparable amount and for a comparable period through
the transfer of such matching deposit or other borrowing from an offshore office of such Lender to a domestic office of such Lender
in the United States of America; provided, however, each Lender may fund each of its Eurodollar Rate Loans in any
manner it sees fit and the foregoing assumptions shall be utilized only for the purposes of calculating amounts payable under this
Section 2.18 and under Section 2.19.


 


2.19       Increased
Costs; Capital Adequacy.


 


(a)       Compensation
for Increased Costs and Taxes. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section
2.19(a)) shall reasonably determine (which determination shall, absent manifest error, be final and conclusive and binding upon
all parties hereto) that any Applicable Law, or any change therein or in the interpretation, administration or application thereof
(including the introduction of any new Applicable Law), or any determination of any Governmental Authority, in each case that becomes
effective after the date hereof, or compliance by such Lender with any guideline, request or directive issued or made after the
date hereof by any Governmental Authority (whether or not having the force of law): (i) subjects such Lender (or its applicable
lending office) to any additional Tax (other than any Excluded Taxes (including any change in the rate of Excluded Taxes), Indemnified
Taxes or Other Taxes indemnified under Section 2.20) with respect to this Agreement or any of the other Credit Documents or any
of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest,
fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency,
supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets
held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any
other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurodollar
Rate Loans that are reflected in the definition of “Adjusted Eurodollar Rate”); or (iii) imposes any other condition,
cost or expense (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its
obligations hereunder or the London interbank market and the result of any of the foregoing is to increase the cost to such Lender
of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its
applicable lending office) with respect thereto; provided that, notwithstanding anything herein to the contrary, (x) the
Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued
in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements,
the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities,
in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued;
then, in any such case, Borrower shall pay to such Lender, as promptly as practicable after receipt of the statement referred to
in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating,
interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for
any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower (with a
copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional
amounts owed to such Lender under this Section 2.19(a), which statement shall be conclusive and binding upon all parties hereto
absent manifest error.


 


(b)       Capital
Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b))
shall have reasonably determined that the adoption, effectiveness, phase in or applicability after the Third Restatement Date of
any Applicable Law regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein
or in the interpretation, application or administration thereof by any Governmental Authority, central bank or comparable agency
charged with the



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 interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with
any Applicable Law regarding capital or liquidity adequacy, reserve requirements or similar requirements (whether or not having
the force of law) of any such Governmental Authority, has or would have the effect of reducing the rate of return on the capital
of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans
or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans
or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such
adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration the policies of such Lender or
such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary,
(x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder
or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International
Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory
authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted,
adopted or issued, then from time to time, within five Business Days after receipt by Borrower from such Lender of the statement
referred to in the next sentence, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender
or such controlling corporation on an after tax basis for such reduction. Such Lender shall deliver to Borrower (with a copy to
Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts
owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest
error.


 


2.20       Taxes;
Withholding, etc.


 


(a)       Payments
to Be Free and Clear. All sums payable by or on behalf of any Credit Party hereunder and under the other Credit Documents shall
(except to the extent required by law) be paid free and clear of, and without any deduction or withholding on account of, any Tax.


 


(b)       Withholding
of Taxes. If any Credit Party or any other applicable withholding agent is required by law to make any deduction or withholding
on account of any Indemnified Taxes or Other Taxes from any sum paid or payable by any Credit Party to any Agent or any Lender
(which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents:
(i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower
becomes aware of it; (ii) the applicable withholding agent shall make such deduction or withholding and pay such Indemnified Taxes
or Other Taxes before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on
any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may
be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party in respect of
which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after
the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional
amounts payable under this Section 2.20), Administrative Agent or such Lender, as the case may be, receives on the due date a net
sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty
days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the
due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower
is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties
of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority.


 


(c)       Borrower
agrees to indemnify each Agent and each Lender for (i) the full amount of Indemnified Taxes and Other Taxes (including any Indemnified
Taxes or Other Taxes attributable to any amounts payable under this Section 2.20) payable by such Agent or such Lender (whether
or not such Taxes are correctly or legally imposed) and (ii) any reasonable expenses arising therefrom or with respect thereto.
A certificate from the relevant Lender or Agent, setting forth in reasonable detail the basis and calculation of such Taxes shall
be conclusive, absent manifest error.


 


(d)       Evidence
of Exemption from Withholding Tax. Each Lender shall, at such times as are reasonably requested by Borrower or the Administrative
Agent, provide Borrower and the Administrative Agent with any documentation prescribed by law or reasonably requested by Borrower
or Administrative Agent certifying as to any



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entitlement of such Lender to an exemption
from, or reduction in, withholding tax with respect to any payments to be made to such Lender under the Credit Documents. Each
Lender shall, whenever a lapse in time or change in such Lender’s circumstances renders such documentation obsolete, expired
or inaccurate in any material respect, deliver promptly to Borrower and the Administrative Agent updated or other appropriate documentation
(including any new documentation reasonably requested by the applicable withholding agent) or promptly notify Borrower and the
Administrative Agent of its inability to do so.


 


Notwithstanding anything to the contrary,
a Lender shall be required to provide any documentation under this Section 2.20(d) only to the extent it is legally eligible to
do so.


 


(e)       Payment
of Taxes. In addition, Borrower agrees to pay any present or future stamp, court or documentary, intangible, recording, filing
or similar Taxes imposed by any Governmental Authority, which arise from any payment made under any Credit Document or from the
execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Credit Document (“Other
Taxes”).


 


(f)       Treatment
of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund
of any Taxes (whether received in cash or applied by the taxing authority granting the refund to offset another Taxes otherwise
owed) as to which it has been indemnified pursuant to this Section 2.20 (including additional amounts paid pursuant to this Section
2.20), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made
under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including any Taxes)
of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect
to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the
amount paid to such indemnified party pursuant to the previous sentence (plus any penalties, interest or other charges imposed
by the relevant Governmental Authority) in the event such indemnified party is required to repay such refund to such Governmental
Authority. Notwithstanding anything to the contrary in this Section 2.20(f), in no event will any indemnified party be required
to pay any amount to any indemnifying party pursuant to this Section 2.20(f) if such payment would place such indemnified party
in a less favorable position (on a net after-Tax basis) than such indemnified party would have been in if the indemnification payments
or additional amounts giving rise to such refund had never been paid. This Section 2.20(f) shall not be construed to require any
indemnified party to make available its Tax returns (or any other information relating to its Taxes which it deems confidential)
to the indemnifying party or any other Person.


 


(g)       Minimum
Interest. As part of entering into this Agreement, the parties hereto have assumed that the interest payable at the rates set
forth in this Agreement is not and will not become subject to Swiss Federal Withholding Tax. Notwithstanding the foregoing, the
parties hereto agree that in the event that (A) Swiss Federal Withholding Tax is due on interest payments or other payments by
any Credit Party under this Agreement and (B) Section 2.20(b) (Withholding of Taxes) is unenforceable for any reason:


 


(x)       the
applicable interest rate in relation to that interest payment shall be (i) the interest rate which would have applied to that interest
payment as provided for in Section 2.8 divided by (ii) 1 minus the rate at which the relevant Swiss Federal Withholding Tax deduction
is required to be made under Swiss domestic tax law and / or applicable double taxation treaties (where the rate at which the relevant
Swiss Federal Withholding Tax deduction is required to be made is for this purpose expressed as a fraction of 1); and


 


(y)       the
Credit Party shall (i) pay the relevant interest at the adjusted rate in accordance with paragraph (x) above, (ii) make the Swiss
Federal Withholding Tax deduction on the interest so recalculated and (iii) all references to a rate of interest under the Agreement
shall be construed accordingly.


 


To the extent that interest payable by any
Credit Party under this Agreement becomes subject to Swiss Federal Withholding Tax, the parties shall promptly co-operate in completing
any procedural formalities (including submitting forms and documents required by the Swiss or foreign tax authorities) to the extent
possible and necessary for the Credit Party to obtain the tax ruling from the Swiss Federal Tax Administration.


 


Section 2.20(f) equally applies to this
Section 2.20(g).


 




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2.21       Obligation
to Mitigate. Each Lender (which term shall include Issuing Bank for purposes of this Section 2.21) agrees that, as promptly
as practicable after the officer of such Lender responsible for administering its Loans or Letters of Credit, as the case may be,
becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected
Lender or that would entitle such Lender to receive payments under Section 2.18, 2.19 or 2.20, it will, to the extent not inconsistent
with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make,
issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take
such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause such Lender
to be an Affected Lender would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender
pursuant to Section 2.18, 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion,
the making, issuing, funding or maintaining of such Revolving Commitments, Loans or Letters of Credit through such other office
or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Revolving Commitments,
Loans or Letters of Credit or the interests of such Lender; provided, such Lender will not be obligated to utilize such
other office or take such other measures pursuant to this Section 2.21 unless Borrower agrees to pay all reasonable incremental
expenses incurred by such Lender as a result of utilizing such other office or take such other measures as described above. A certificate
as to the amount of any such expenses payable by Borrower pursuant to this Section 2.21 (setting forth in reasonable detail the
basis for requesting such amount) submitted by such Lender to Borrower (with a copy to Administrative Agent) shall be conclusive
absent manifest error.


 


2.22       Defaulting
Lenders. Anything contained herein to the contrary notwithstanding, in the event that any Lender becomes a Defaulting Lender,
then during any Default Period with respect to such Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender”
for purposes of any amendment, waiver or consent with respect to any provision of the Credit Documents that requires the approval
of Requisite Lenders, and Borrower shall pay to Administrative Agent such additional amounts of cash as reasonably requested by
the Issuing Bank or the Swing Line Lender to be held as security for Borrower’s reimbursement Obligations in respect of Letters
of Credit and Swing Line Loans then outstanding (such amount not to exceed such Defaulting Lender’s obligations under Sections
2.3 and 2.4). During any Default Period with respect to a Funds Defaulting Lender that is not also an Insolvency Defaulting Lender,
(a) any amounts that would otherwise be payable to such Funds Defaulting Lender with respect to its Revolving Loans and Revolving
Commitments under the Credit Documents (including, without limitation, voluntary and mandatory prepayments and fees) shall, in
lieu of being distributed to such Funds Defaulting Lender, be retained by Administrative Agent and applied in the following order
of priority: first, to the payment of any amounts owing by such Funds Defaulting Lender to Administrative Agent, second,
to the payment of any amounts owing by such Funds Defaulting Lender to the Swing Line Lender, third, to the payment of any
amounts owing by such Funds Defaulting Lender to the Issuing Bank, and fourth, to the payment of the Revolving Loans of
other Lenders (but not to the Revolving Loans of such Funds Defaulting Lender) as if such Funds Defaulting Lender had funded all
Defaulted Loans of such Funds Defaulting Lender; and (b) the Total Utilization of Revolving Commitments as at any date of determination
shall be calculated as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender. During any Default Period
with respect to an Insolvency Defaulting Lender, any amounts that would otherwise be payable to such Insolvency Defaulting Lender
under the Credit Documents (including, without limitation, voluntary and mandatory prepayments and fees including fees payable
under Section 2.11) may, in lieu of being distributed to such Insolvency Defaulting Lender, be retained by Administrative Agent
to collateralize indemnification and reimbursement obligations of such Insolvency Defaulting Lender in an amount reasonably determined
by Administrative Agent. No Revolving Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise
expressly provided in this Section 2.22, performance by Borrower of its obligations hereunder and the other Credit Documents
shall not be excused or otherwise modified as a result of any Lender becoming a Defaulting Lender or the operation of this Section
2.22. The rights and remedies against a Defaulting Lender under this Section 2.22 are in addition to other rights and remedies
which Borrower may have against such Defaulting Lender as a result of it becoming a Defaulting Lender and which Administrative
Agent or any Lender may have against such Defaulting Lender with respect thereto, subject in each case to Section 10.35. If any
Letter of Credit Usage exists at the time such Lender becomes a Defaulting Lender then all or any part of such Letter of Credit
Usage shall be reallocated among the non-Defaulting Lenders in accordance with their respective Pro Rata Share but only to the
extent (x) the sum of each non-Defaulting Lender’s Revolving Exposures plus such Defaulting Lender’s Letter of Credit
Usage does not exceed the total of such non-Defaulting Lender’s Revolving Commitments and (y) no Default or Event of Default
exists or shall have occurred.


 




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2.23       Removal
or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender
(an “Increased Cost Lender”) shall give notice to Borrower that such Lender is an Affected Lender or that such
Lender is entitled to receive payments under Section 2.18, 2.19 or 2.20, (ii) the circumstances which have caused such Lender to
be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall
fail to withdraw such notice within five Business Days after Borrower’s request for such withdrawal; or (b) (i) any Lender
shall become a Defaulting Lender, (ii) the Default Period for such Defaulting Lender shall remain in effect, and (iii) such Defaulting
Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after Borrower’s
request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent
with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been
obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent
is required shall not have been obtained; then, with respect to each such Increased Cost Lender, Defaulting Lender or Non-Consenting
Lender (the “Terminated Lender”), Borrower may, by giving written notice to Administrative Agent and any Terminated
Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to
assign its outstanding Loans and its Revolving Commitments, if any, in full to one or more Eligible Assignees (each a “Replacement
Lender”) in accordance with the provisions of Section 10.6 and Borrower shall pay the fees, if any, payable thereunder
in connection with any such assignment from an Increased Cost Lender, a Non-Consenting Lender or Insolvency Defaulting Lender,
and the Funds Defaulting Lender (if not also an Insolvency Defaulting Lender) shall pay the fees, if any, payable thereunder in
connection with any such assignment from such Defaulting Lender; provided, (1) on the date of such assignment, the Replacement
Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest
on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such
Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued,
but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.11; (2) on the date of such assignment, Borrower
shall pay any amounts payable to such Terminated Lender pursuant to Section 2.18(c), 2.19 or 2.20; or otherwise as if it were a
prepayment; (3) in the case of any assignment resulting from a claim for compensation under Section 2.19 or payments required to
be made under Section 2.20, such assignment will result in a reduction in such compensation or payment and (4) in the event such
Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter
in respect of which such Terminated Lender was a Non-Consenting Lender; provided that Borrower may not make such election
with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of such election, Borrower
shall have caused each outstanding Letter of Credit issued thereby to be cancelled. Upon the prepayment of all amounts owing to
any Terminated Lender and the termination of such Terminated Lender’s Revolving Commitments, if any, such Terminated Lender
shall no longer constitute a “Lender” for purposes hereof; provided that any rights of such Terminated Lender
to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option
hereunder to cause an assignment by such Lender as a Terminated Lender, such Lender shall, promptly after receipt of written notice
of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6.
In the event that a Terminated Lender does not comply with the requirements of the immediately preceding sentence within one Business
Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such
documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of such Terminated Lender
and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment
pursuant to Section 10.6.


 


2.24       Interest
Act (Canada). For purposes of disclosure pursuant to the Interest Act (Canada), the annual rates of interest or fees to which
the rates of interest or fees provided for in this Agreement and the other Credit Documents (and stated herein or therein, as applicable,
to be computed on the basis of a 360 day year or any other period of time less than a calendar year) are equivalent are the rates
so provided for multiplied by the actual number of days in the applicable calendar year and divided by 360 or the actual number
of days in such other period of time, respectively.


 


2.25       Incremental
Facilities. Borrower may by written notice to Administrative Agent elect to request (A) prior to the Revolving Commitment Termination
Date, an increase to the existing Revolving Loan Commitments (any such increase, the “New Revolving Loan Commitments”)
and/or (B) the establishment of one or more new term loan commitments (the “New Term Loan Commitments”), by
an amount such that Borrower


 




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and its Subsidiaries shall be in compliance,
on a Pro Forma Basis after giving effect to such New Term Loans or New Revolving Loan Commitments and the application of the proceeds
thereof, with a Secured Leverage Ratio of 2.503.00
to 1.00; provided that compliance with such Secured Leverage Ratio shall
not be required to the extent (x) such New Revolving Loan Commitments or New Revolving Loans refinance or replace existing Revolving
Loan Commitments and Revolving Loans, or (y) such New Term Loans refinance or replace existing Term Loans, or the Cash proceeds
of the New Term Loans are applied to prepay then-existing Term Loans in accordance with Section 2.15 (each, a “Refinancing
Incremental Facility”); provided, further, that any New Revolving Loan Commitment or New Term Loan Commitment
shall not be less than $25,000,000 individually (or such lesser amount which shall be approved by Administrative Agent or such
lesser amount that represents all remaining availability under any limit set forth above in this Section 2.25), and integral
multiples of $10,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount
Date”) on which Borrower proposes that the New Revolving Loan Commitments or New Term Loan Commitments shall be effective
and (B) the identity of each Lender or other Person that is an Eligible Assignee; provided that, Issuing Bank shall have
consented (such consent not to be unreasonably withheld or delayed) to the allocation of New Revolving Loan Commitments to any
Eligible Assignee under clause (ii) of the definition thereof (each, a “New Revolving Loan Lender” or “New
Term Loan Lender,” as applicable) to whom Borrower proposes any portion of such New Revolving Loan Commitments or New
Term Loan Commitments, as applicable, be allocated and the amounts of such allocations; provided that Barclays may elect
or decline to arrange such New Revolving Loan Commitments or New Term Loan Commitments, as applicable, in its sole discretion and
any Lender approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect
or decline, in its sole discretion, to provide a New Revolving Loan Commitments or New Term Loan Commitment.


 


Such New Revolving Loan Commitments or New
Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that (1) no Default or Event of
Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term
Loan Commitments; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions
set forth in Section 3.3(a) shall be satisfied; provided that, solely with respect to the effectiveness of New Term Loans
incurred and/or New Revolving Loan Commitments established to finance the Medicis Acquisition, the Bausch & Lomb Acquisition
or any Permitted Acquisition consummated after the Amendment No. 5 Effective Date, the Borrower shall not be required to satisfy
the conditions set forth in clause (iii) or (iv) of such Section 3.3(a); (3) except
with respect to any Refinancing Incremental Facility, the Borrower and its Subsidiaries shall be in compliance, on a
Pro Forma Basis after giving effect to such New Revolving Loan Commitments
or New Term Loans and the application of the proceeds thereof, with each of the covenants
set forth in Section 6.7a maximum Secured Leverage Ratio
of 3.00 to 1.0, in each case as of the last day of the most recently ended Fiscal Quarter after giving effect to such
New Revolving Loan Commitments or New Term Loan Commitments, as applicable;
(4) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder
Agreements executed and delivered by the applicable New Revolving Loan Lender or New Term Loan Lender, as the case may be, Borrower
and Administrative Agent (it being understood that the only representations and warranties that shall be certified in the Joinder
Agreement with respect to New Term Loans incurred and/or New Revolving Loan Commitments established to finance the Medicis Acquisition,
the Bausch & Lomb Acquisition or any Permitted Acquisition consummated after the Amendment No. 5 Effective Date shall be those
representations and warranties set forth in the seventh paragraph of this Section 2.25), and each of which shall be recorded in
the Register and shall be subject to the requirements set forth in Section 2.20(d); (5) Borrower shall make any payments required
pursuant to Section 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable;
(6) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative
Agent in connection with any such transaction; and (7) except with respect
to any Refinancing Incremental Facility, in the case of any New Revolving Loan Commitments or New Term Loan Commitments
effected on an Increased Amount Date from and after April 1, 2016, Borrower and its Subsidiaries shall be in compliance, on a Pro
Forma Basis, with a Leverage Ratio as of the Increased Amount Date (assuming in the case of any New Revolving Commitments, that
the full amount of all outstanding Revolving Commitments, including New Revolving Commitments, are borrowed on such date), of 5.25
to 1.00; provided, further, that, (x) the effectiveness of New Term Loans incurred to finance the Medicis Acquisition
or the Bausch & Lomb Acquisition shall not be subject to Borrower’s compliance with clauses (1), (3) or (7) of the foregoing
proviso and (y) the effectiveness of New Term Loans incurred and/or New Revolving Loan Commitments established to finance any Permitted
Acquisition consummated after the Amendment No. 10 Effective Date shall not be subject to compliance with clauses (1), (3) and
(7) of the foregoing proviso.


 




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On any Increased Amount Date on which New
Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving
Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from
each of the Revolving Loan Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving
Loans outstanding on such Increased Amount Date (or in lieu of such
assignments, non-pro rata borrowings and prepayments of Revolving Loans may occur) as shall be necessary in order that,
after giving effect to all such assignments and purchases, (or
such borrowings and prepayments), such Revolving Loans will be held by existing Revolving Loan Lenders and New Revolving
Loan Lenders ratably in accordance with their Revolving Loan Commitments after giving effect to the addition of such New Revolving
Loan Commitments to the Revolving Loan Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a Revolving
Loan Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a
Revolving Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and
all matters relating thereto.


 


On any Increased Amount Date on which any
New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each
New Term Loan Lender of any Series shall make a Loan to Borrower (a “New Term Loan”) in an amount equal to its
New Term Loan Commitment of such Series (unless the Joinder Agreement with respect to any Series of New Term Loans shall provide
for the making of such Series of New Term Loans on a date subsequent to the applicable Increased Amount Date), and (ii) each New
Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and
the New Term Loans of such Series made pursuant thereto.


 


Administrative Agent shall notify Lenders
promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (x) the New Revolving Loan
Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such
Series, as applicable, and (y) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving
Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section.


 


The terms and provisions of the Tranche
A New Term Loans of any Series shall be, except with respect to pricing, amortization and maturity and except as otherwise set
forth herein or in the Joinder Agreement and otherwise reasonably satisfactory to Administrative Agent, identical to the Tranche
A Term Loans. The terms and provisions of the Tranche B New Term Loans of any Series shall be, except with respect to pricing,
amortization and maturity and except as otherwise set forth herein or in the Joinder Agreement and otherwise reasonably satisfactory
to Administrative Agent, identical to the Tranche B Term Loans. The terms and provisions of the New Revolving Loans shall be, except
with respect to maturity, identical to the Revolving Loans. In any event (i) the weighted average life to maturity of all New Term
Loans of any Series shall be no shorter than the then-remaining weighted average life to maturity of the Tranche B Term Loans (other
than with respect to a Tranche A New Term Loan, which shall have a weighted average life to maturity not shorter than the remaining
weighted average life to maturity of the Tranche A Term Loans), (ii) the applicable New Term Loan Maturity Date of each Series
shall be no shorter than the latest of the final maturity of the Tranche B Term Loans (other than with respect to a Tranche A New
Term Loan, which shall have a maturity date not earlier than the Tranche A Term Loan Maturity Date), and (iii) the yield applicable
to the New Term Loans of each Series shall be determined by Borrower and the applicable new Lenders and shall be set forth in each
applicable Joinder Agreement; provided however (A) that the yield applicable to the Tranche A New Term Loans (after giving
effect to all upfront or similar fees or original issue discount payable with respect to such Tranche A New Term Loans) shall not
be greater than the applicable yield payable pursuant to the terms of this Agreement as amended through the date of such calculation
with respect to Tranche A Term Loans (including any upfront or similar fees or original issue discount paid and payable to the
initial Lenders hereunder) plus 0.50% per annum unless the interest rate with respect to the Tranche A Term Loan is increased
so as to cause the then applicable yield under this Agreement on the Tranche A Term Loans (including any upfront or similar fees
or original issue discount paid and payable to the initial Lenders hereunder) to equal the yield then applicable to the Tranche
A New Term Loans (after giving effect to all upfront or similar fees or original issue discount payable with respect to such Tranche
A New Term Loans) minus 0.50% per annum and (B) that the yield applicable to the Tranche B New Term Loans (after giving
effect to all upfront or similar fees or original issue discount payable with respect to such Tranche B New Term Loans) shall not
be greater than the applicable yield payable pursuant to the terms of this Agreement as amended through the date of such calculation
with respect to Tranche B Term Loans (including any upfront or similar fees or original issue discount paid and payable to the
initial Lenders hereunder)


 




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plus 0.50% per annum unless the interest
rate with respect to the Tranche B Term Loan is increased so as to cause the then applicable yield under this Agreement on the
Tranche B Term Loans (including any upfront or similar fees or original issue discount paid and payable to the initial Lenders
hereunder) to equal the yield then applicable to the Tranche B New Term Loans (after giving effect to all upfront or similar fees
or original issue discount payable with respect to such Tranche B New Term Loans) minus 0.50% per annum. For purposes of
clause (iii) of the immediately preceding sentence, upfront or similar fees and original issue discount will be equated to interest
rates based upon an assumed four-year average life. Each Joinder Agreement may, without the consent of any other Lenders, effect
such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative
Agent, to effect the provisions of this Section 2.25.


 


Except as expressly set forth in this Section
2.25, New Term Loans incurred and/or New Revolving Loan Commitments established to finance the Medicis Acquisition, the Bausch
& Lomb Acquisition or any Permitted Acquisition after the Amendment No. 5 Effective Date shall be entered into in accordance
with this Section 2.25 and shall be subject to the terms and conditions hereof; provided that as of the date of establishment
of such New Term Loans incurred to finance the Medicis Acquisition or the Bausch & Lomb Acquisition, Borrower shall not be
required to comply with the Secured Leverage Ratio set forth in the first paragraph of this Section 2.25; provided that,
as of such date, the representations and warranties set forth in Section 4.1(a) (solely with respect to due organization) 4.1(b)
(solely with respect to the Joinder Agreement to be entered into with respect to such New Term Loans and/or New Revolving Loan
Commitments, as applicable), 4.3 (solely with respect to the Joinder Agreement to be entered into with respect to such New Term
Loans and/or New Revolving Loan Commitments, as applicable), 4.4(a)(ii) (solely with respect to the Joinder Agreement to be entered
into with respect to such New Term Loans and/or New Revolving Loan Commitments, as applicable), 4.6 (solely with respect to the
Joinder Agreement to be entered into with respect to such New Term Loans and/or New Revolving Loan Commitments, as applicable),
4.15 (solely with respect to regulation under the Investment Company Act of 1940), 4.16 (solely with respect to the Joinder Agreement
to be entered into with respect to such New Term Loans and/or New Revolving Loan Commitments, as applicable) and 4.23 (solely with
respect to the PATRIOT Act), in each case, shall be true and correct in all material respects on and as of such date to the same
extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an
earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and
as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations
and warranties that already are qualified or modified by materiality in the text thereof.


 


2.26       Extensions
of Loans and Commitments.


 


(a)       The
Borrower may, at any time request that all or a portion of the Term Loans of any Class (an “Existing Term Loan Tranche”)
be modified to constitute another Class of Term Loans in order to extend the scheduled final maturity date thereof (any such Term
Loans which have been so modified, “Extended Term Loans”) and to provide for other terms consistent with this
Section 2.26. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who
shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Tranche) (a “Term Loan
Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall
be identical to those applicable to the Term Loans of the Existing Term Loan Tranche from which they are to be modified except
(i) the scheduled final maturity date shall be extended to the date set forth in the applicable Extension Amendment and the amortization
shall be as set forth in the Extension Amendment, (ii) (A) the Applicable Margin with respect to the Extended Term Loans
may be higher or lower than the Applicable Margin for the Term Loans of such Existing Term Loan Tranche and/or (B) additional fees
(including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to
or in lieu of any increased Applicable Margin contemplated by the preceding clause (A), in each case, to the extent provided in
the applicable Extension Amendment, (iii) any Extended Term Loans may participate on a pro rata basis or a less than pro
rata basis (but not greater than a pro rata basis) in any voluntary or mandatory prepayments or prepayment of Term Loans
hereunder in each case as specified in the respective Term Loan Extension Request, (iv) the final maturity date and the scheduled
amortization applicable to the Extended Term Loans shall be set forth in the applicable Extension Amendment and the scheduled amortization
of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amounts payable
pursuant thereto) in respect of the Term Loans under such Existing Term Loan Tranche that have been extended as Extended Term Loans
as set forth in the applicable Extension Amendment; provided, however, that the weighted average life to maturity
of such Extended Term Loans


 




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shall be no shorter than the weighted average
life to maturity of the Term Loans of such Existing Term Loan Tranche and (v) the covenants set forth in Section 6.7 may be modified
in a manner acceptable to the Borrower, the Administrative Agent and the Lenders party to the applicable Extension Amendment, such
modifications to become effective only after the latest maturity date of the then outstanding Term Loans in effect immediately
prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing
an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a),
2.17 or 10.5). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the benefits afforded
by this Agreement (including, without limitation, the provisions set forth in Section 2.15(a) and 2.15(b) applicable to Term Loans)
and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and
security interests created by the Collateral Documents. The Credit Parties shall take any actions reasonably required by Administrative
Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to secure
all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Term Loans,
including, without limitation, the procurement of title insurance endorsements reasonably requested by and satisfactory to the
Administrative Agent. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche
modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension
Tranche shall constitute a separate Class of Term Loans from the Existing Term Loan Tranche from which they were modified.


 


(b)       The
Borrower may, at any time request that all or a portion of the Revolving Commitments of any Class (an “Existing Revolving
Tranche” and any related Revolving Loans thereunder, “Existing Revolving Loans”) be modified to constitute
another Class of Revolving Commitments in order to extend the termination date thereof (any such Revolving Commitments which have
been so modified, “Extended Revolving Commitments” and any related Revolving Loans, “Extended Revolving
Loans”) and to provide for other terms consistent with this Section 2.26. In order to establish any Extended Revolving
Commitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of
the Lenders of the applicable Existing Revolving Tranche) (a “Revolving Extension Request”) setting forth the
proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical to those applicable to the
Revolving Commitments of the Existing Revolving Tranche from which they are to be modified except (i) the scheduled termination
date of the Extended Revolving Commitments and the related scheduled maturity date of the related Extended Revolving Loans shall
be extended to the date set forth in the applicable Extension Amendment, (ii) (A) the Applicable Margin with respect to the Extended
Revolving Loans may be higher or lower than the Applicable Margin for the Revolving Loans of such Existing Revolving Tranche and/or
(B) additional fees may be payable to the Lenders providing such Extended Revolving Commitments in addition to or in lieu of any
increased Applicable Margin contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension
Amendment and (iii) the covenants set forth in Section 6.7 may be modified in a manner acceptable to the Borrower, the Administrative
Agent and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the latest
maturity date of the then outstanding Revolving Loans and/or Revolving Commitments in effect immediately prior to giving effect
to such Extension Amendment (it being understood that each Lender providing Extended Revolving Commitments, by executing an Extension
Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a), 2.17 or 10.5).
Except as provided above, each Lender holding Extended Revolving Commitments shall be entitled to all the benefits afforded by
this Agreement (including, without limitation, the provisions set forth in Sections 2.15(a) and 2.15(b) applicable to existing
Revolving Loans) and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the
Guarantees and security interests created by the Collateral Documents. The Credit Parties shall take any actions reasonably required
by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue
to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any
Revolving Commitments, including, without limitation, the procurement of title insurance endorsements reasonably requested by and
satisfactory to the Administrative Agent. No Lender shall have any obligation to agree to have any of its Revolving Commitments
of any Existing Revolving Tranche modified to constitute Extended Revolving Commitments pursuant to any Revolving Extension Request.
Any Extended Revolving Commitments of any Extension Tranche shall constitute a separate Class of Revolving Commitments from the
Existing Revolving Tranche from which they were modified, and the applicable
Extension Amendment may provide that the Extension Tranche may participate in a pro rata or less than pro rata (but not greater
than pro rata) basis with the Existing Revolving Tranche in prepayments or commitment reductions hereunder. If, on any
Extension Date, any Revolving


 




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Loans of any Extending Lender are outstanding
under the applicable Existing Revolving Tranche, such Revolving Loans (and any related participations) shall be deemed to be allocated
as Extended Revolving Loans (and related participations) and Existing Revolving Loans (and related participations) in the same
proportion as such Extending Lender’s Extended Revolving Commitments bear to its remaining Revolving Commitments of the Existing
Revolving Tranche. In addition, if so provided in the relevant Extension Amendment and with the consent of Issuing Bank, participations
in Letters of Credit expiring on or after the latest Revolving Commitment Termination Date then in effect shall be re-allocated
from Lenders of the Existing Revolving Tranche to Lenders holding Extending Revolving Commitments in accordance with the terms
of such Extension Amendment; provided, however, that such participation interests shall, upon receipt thereof by
the relevant Lenders holding Extending Revolving Commitments, be deemed to be participation interests in respect of such Extending
Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto)
shall be adjusted accordingly.


 


(c)       The
Borrower shall provide the applicable Extension Request at least five (5) Business Days prior to the date on which Lenders under
the Existing Tranche are requested to respond (or such shorter period as is agreed to by Administrative Agent in its sole discretion).
Any Lender (an “Extending Lender”) wishing to have all or a portion of its Term Loans or Revolving Commitments
of the Existing Tranche subject to such Extension Request modified to constitute Extended Term Loans or Extended Revolving Commitments,
as applicable, shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified
in such Extension Request of the amount of its Term Loans or Revolving Commitments of the Existing Tranche that it has elected
to modify to constitute Extended Term Loans or Extended Revolving Commitments, as applicable. In the event that the aggregate amount
of Term Loans or Revolving Commitments of the Existing Tranche subject to Extension Elections exceeds the amount of Extended Term
Loans or Extended Revolving Commitments, as applicable, requested pursuant to the Extension Request, Term Loans or Revolving Commitments
subject to such Extension Elections shall be modified to constitute Extended Term Loans or Extended Revolving Commitments, as applicable,
on a pro rata basis based on the amount of Term Loans or Revolving Commitments included in such Extension Elections. The
Borrower shall have the right to withdraw any Extension Request upon written notice to the Administrative Agent in the event that
the aggregate amount of Term Loans or Revolving Commitments of the Existing Tranche subject to such Extension Request is less than
the amount of Extended Term Loans or Extended Revolving Commitments, as applicable, requested pursuant to such Election Request.


 


(d)       Extended
Term Loans or Extended Revolving Commitments, as applicable, shall be established pursuant to an amendment (an “Extension
Amendment”) to this Agreement (in a form reasonably satisfactory to the Administrative Agent). Each Extension Amendment
shall be executed by the Borrower, the Administrative Agent and the Extending Lenders (it being understood that such Extension
Amendment shall not require the consent of any Lender other than (A) the Extending Lenders with respect to the Extended Term Loans
or Extended Revolving Commitments, as applicable, established thereby, (B) with respect to any extension of the Revolving Commitments
that results in an extension of Issuing Bank’s obligations with respect to Letters of Credit, the consent of Issuing Bank
and (C) with respect to any extension of the Revolving Commitments that results in an extension of the Swing Line Lender’s
obligations with respect to Swing Line Loans, the Swing Line Lender).


 


(e)       In
addition to any conditions precedent set forth in any applicable Extension Amendment, no Extension Amendment shall be effective
unless no Default or Event of Default shall have occurred and be continuing at the time of such extension or after giving effect
thereto.


 


SECTION 3. CONDITIONS PRECEDENT


 


3.1       Third
Restatement Date. The effectiveness of this Agreement and the obligation of each Lender to make a Tranche B Term Loan, a Revolving
Loan, or to issue a Letter of Credit, in each case on the Third Restatement Date are subject to the prior or concurrent satisfaction,
or waiver in accordance with Section 10.5, of the following conditions:


 


(a)       Credit
Party Documents. Administrative Agent and Arrangers shall have received sufficient copies of each Credit Document executed
and delivered by each applicable Credit Party for each Lender.


 




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(b)       Organizational
Documents; Incumbency. Administrative Agent and Arrangers shall have received (i) a copy of each Organizational Document executed
and delivered by each Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate
governmental official, each dated the Third Restatement Date or a recent date prior thereto (or a certificate of a Responsible
Officer certifying that the Organizational Documents previously delivered to Administrative Agent and Arranger on or about the
Second Restatement Date or the Second Amendment and Restatement Joinder Date remain in full force and effect and unmodified as
of the Third Restatement Date); (ii) signature and incumbency certificates of the officers of such Person executing the Credit
Documents to which it is a party; (iii) resolutions of the board of directors or similar governing body of each Credit Party approving
and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party
or by which it or its assets may be bound as of the Third Restatement Date, including the Amendment Agreement, certified as of
the Third Restatement Date by its secretary or an assistant secretary as being in full force and effect without modification or
amendment; (iv) a certificate of status, certificate of compliance or other certificate of good standing from the applicable Governmental
Authority of each Credit Party’s jurisdiction of incorporation, organization, amalgamation or formation and in each jurisdiction
in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Third Restatement
Date; and (v) such other documents, including, without limitation, current international SRL licenses for the applicable Barbados
Credit Parties, a negative certificate from the Luxembourg Trade and Companies Register with respect to the Luxembourg Guarantor,
an excerpt from the Luxembourg Trade and Companies Register for the Luxembourg Guarantor and an excerpt from the applicable commercial
register for the Swiss Guarantor as Administrative Agent and Arrangers may reasonably request.


 


(c)       [Intentionally
Omitted].


 


(d)       Personal
Property Collateral. Each Credit Party shall have delivered to Collateral Agent:


 


(i)evidence satisfactory to Collateral Agent
of the compliance by each Credit Party with their obligations under the Second Amended and Restated Pledge and Security Agreement,
the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security
Documents, the Swiss Security Documents and the other Collateral Documents (including their obligations to execute and deliver,
file or register UCC and PPSA financing statements (or equivalent filings), as applicable, to deliver originals of securities,
instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein);


 


(ii)a completed supplement to the Collateral
Questionnaire dated on or prior to the Third Restatement Date and executed by an Authorized Officer of each Additional Credit Party,
together with all attachments contemplated thereby; and


 


(iii)the results of a recent bring down lien
search, by a Person reasonably satisfactory to the Collateral Agent, of all effective UCC and PPSA financing statements (or equivalent
filings, including Quebec Register of Personal and Moveable Real Rights filings) made with respect to any Credit Party in each
jurisdiction where the Collateral Agent, acting reasonably, considers it to be necessary or desirable that such searches be conducted,
together with copies of all such filings disclosed by such search and (B) UCC and PPSA financing change statements (or similar
documents) duly executed or authorized by all applicable Persons for filing in all applicable jurisdictions as may be necessary
to terminate any effective UCC or PPSA financing statements (or equivalent filings) disclosed in such search (other than any such
financing statements in respect of Permitted Liens).


 


(e)       Opinions
of Counsel to Credit Parties. Lenders and their respective counsel shall have received originally executed copies of the favorable
written opinions of:


 


		(i)	Skadden, Arps, Slate, Meagher & Flom LLP, U.S. counsel
to Borrower;



 




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		(ii)	Chancery Chambers, special Barbados counsel to Borrower;



 


		(iii)	Norton Rose Canada LLP, special Canadian counsel to Borrower;



 


		(iv)	Stewart McKelvey, special Nova Scotia counsel to Borrower;



 


		(v)	Fillmore Riley LLP, special Manitoba counsel to Borrower;



 


		(vi)	Clark Wilson LLP, special British Columbia counsel to
Borrower; and



 


		(vii)	Baker & McKenzie, special Luxembourg and Swiss counsel
to Borrower.



 


in each case as to such matters as Administrative
Agent may reasonably request, dated as of the Third Restatement Date and otherwise in form and substance reasonably satisfactory
to Administrative Agent and Arrangers (and each Credit Party hereby instructs such counsel to deliver such opinions to Agents and
Lenders).


 


(f)       Fees
and Expenses. Borrower shall have paid to the Administrative Agent all fees payable on the Third Restatement Date referred
to in Section 2.11(c) and shall have reimbursed the Administrative Agent and the Arrangers for their out-of-pocket expenses, including
the invoiced legal fees and expenses of Cahill Gordon & Reindel llp; Lex Caribbean;
Osler, Hoskin & Harcourt LLP, Lenz & Staehelin and Elvinger, Hoss & Prussen and Mallesons Stephen Jaques.


 


(g)       Solvency
Certificate. On the Third Restatement Date, Administrative Agent and Arrangers shall have received a Solvency Certificate dated
the Third Restatement Date and addressed to Administrative Agent and Lenders, and in form, scope and substance satisfactory to
Administrative Agent, certifying that Borrower and its Subsidiaries that are Credit Parties are and will be Solvent on a consolidated
basis.


 


(h)       Third
Restatement Date Certificate. Borrower shall have delivered to Administrative Agent and Arrangers an originally executed Third
Restatement Date Certificate.


 


(i)       Title
Insurance. Administrative Agent shall have received an executed copy of an endorsement amending the name of the insured under
the title insurance policy in respect of the real property secured by the Quebec Security Documents.


 


Each Lender, by delivering its signature page to this Agreement,
shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required
to be approved by any Agent, Requisite Lenders or Lenders, as applicable on the Third Restatement Date.


 


Notwithstanding anything to the contrary
contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that (i) the delivery of any
document or instrument, and the taking of any action, set forth on Schedule 5.15 hereto shall not be a condition precedent to the
Third Restatement Date but shall be required to be satisfied after the Third Restatement Date in accordance with Schedule 5.15
hereto, and (ii) all conditions precedent and representations, warranties, covenants, Events of Default and other provisions contained
in this Agreement and the other Credit Documents shall be deemed modified as set forth on Schedule 5.15 hereto (and to permit the
taking of the actions described therein within the time periods required therein, rather than as elsewhere provided in the Credit
Documents); provided that (x) to the extent any representation and warranty would not be true because the actions set forth
therein were not taken on the Third Restatement Date, the respective representation and warranty shall be required to be true and
correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the
provisions of Schedule 5.15 and (y) all representations and warranties relating to the Collateral Documents set forth in Schedule
5.15 shall be required to be true immediately after the actions required to be taken by Schedule 5.15 have been taken (or were
required to be taken).


 




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3.2       Prior
Credit Dates. The obligations of (a) the Lenders (including the Swing Line Lender) to make Loans and (b) Issuing Bank to issue
Letters of Credit on the Original Closing Date, the First Restatement Date and the Second Restatement Date was subject to the satisfaction
of all of the conditions precedent set forth in Section 3.1 of the Original Credit Agreement, the First Amended and Restated Credit
Agreement, and the Second Amended and Restated Credit Agreement, respectively.


 


3.3       Conditions
to Each Credit Extension.


 


(a)       Conditions
Precedent. The obligation of each Lender to make any Loan, or Issuing Bank to issue, amend, modify, renew or extend any Letter
of Credit, on any Credit Date, on or after the Third Restatement Date, are subject to the satisfaction, or waiver in accordance
with Section 10.5, of the following conditions precedent:


 


(i)       Administrative
Agent shall have received a fully executed and delivered Funding Notice or Issuance Notice, as the case may be;


 


(ii)       after
making the Credit Extensions requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the
Revolving Commitments then in effect;


 


(iii)       as
of such Credit Date, the representations and warranties contained herein and in the other Credit Documents, in each case, shall
be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that
date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations
and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that,
in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified
or modified by materiality in the text thereof;


 


(iv)       no
event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would
constitute an Event of Default or a Default; and


 


(v)       on
or before the date of issuance, amendment, modification, renewal or extension of any Letter of Credit, Administrative Agent shall
have received all other information required by the applicable Letter of Credit application, and such other documents or information
as Issuing Bank may reasonably require in connection with the issuance amendment, modification, renewal or extension of such Letter
of Credit.


 


(b)       Notices.
Any Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Notice,
Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing, conversion/continuation
or issuance of a Letter of Credit, as the case may be; provided that each such telephonic notice shall be promptly confirmed
in writing by delivery of the applicable Notice to Administrative Agent on or before the close of business on the date that the
telephonic notice is given. In the event of a discrepancy between the telephonic notice and the written Notice, the written Notice
shall govern. In the case of any Notice that is irrevocable once given, if Borrower provides telephonic notice in lieu thereof,
such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability
to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been
given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faith.


 


SECTION 4. REPRESENTATIONS AND WARRANTIES


 


In order to induce Agents, Lenders and Issuing
Bank to enter into this Agreement and to make each Credit Extension to be made thereby, each Credit Party represents and warrants
to each Agent, each Lender and Issuing Bank, on the Third Restatement Date and on each Credit Date, that the following statements
are true and correct.


 


4.1       Organization;
Requisite Power and Authority; Qualification. Except as otherwise set forth on Schedule 4.1, each of Borrower and its Subsidiaries
(a) is duly organized, validly existing and, to the extent such concept is applicable in the relevant jurisdiction, in good standing
under the laws of its jurisdiction of organization


 




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as identified in Schedule 4.1, (b) has all
requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be
conducted, to enter into the Credit Documents to which it is a party and to carry out the transactions contemplated thereby, and
(c) to the extent such concept is applicable in the relevant jurisdiction, is qualified to do business and in good standing in
every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions
where the failure to be so qualified or in good standing has not had, and could not be reasonably expected to have, a Material
Adverse Effect.


 


4.2       Equity
Interests and Ownership. The Equity Interests of each of Borrower and its Subsidiaries have been duly authorized and validly
issued and are fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing
option, warrant, call, right, commitment or other agreement to which Borrower or any of its Subsidiaries is a party requiring,
and there is no membership interest or other Equity Interests of Borrower or any of its Subsidiaries outstanding which upon conversion
or exchange would require, the issuance by Borrower or any of its Subsidiaries of any additional membership interests or other
Equity Interests of Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the
right to subscribe for or purchase a membership interest or other Equity Interests of Borrower or any of its Subsidiaries. Schedule
4.2 correctly sets forth the ownership interest of Borrower and each of its Subsidiaries as of the Third Restatement Date.


 


4.3       Due
Authorization. The execution, delivery and performance of the Credit Documents have been duly authorized by all necessary action
on the part of each Credit Party that is a party thereto.


 


4.4       No
Conflict. The execution, delivery and performance by Credit Parties of the Credit Documents to which they are parties and the
consummation of the transactions contemplated by the Credit Documents do not and will not (a) violate (i) any provision of any
Applicable Law, (ii) any of the Organizational Documents of Borrower or any of its Subsidiaries, or (iii) any order, judgment or
decree of any court or other agency of government binding on Borrower or any of its Subsidiaries, except with respect to clauses
(i) and (iii) to the extent that such violation could not reasonably be expected to have a Material Adverse Effect; (b) conflict
with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation
of Borrower or any of its Subsidiaries, except to the extent that such conflict, breach or default could not reasonably be expected
to have a Material Adverse Effect; (c) result in or require the creation or imposition of any Lien upon any of the properties or
assets of Borrower or any of its Subsidiaries (other than any Liens created under any of the Credit Documents in favor of Collateral
Agent, on behalf of Secured Parties); or (d) require any approval of stockholders, members or partners or any approval or consent
of any Person under any Contractual Obligation of Borrower or any of its Subsidiaries, except for such approvals or consents which
will be obtained on or before the Third Restatement Date and disclosed in writing to Lenders and except for any such approval or
consent the failure of which to obtain could not reasonably be expected to have a Material Adverse Effect.


 


4.5       Governmental
Consents. (a) The execution, delivery and performance by Credit Parties of the Credit Documents to which they are parties and
the consummation of the financing contemplated by this Agreement do not and will not require any registration with, consent or
approval of, or notice to, or other action to, with or by, any Governmental Authority, except for filings and recordings with respect
to the Collateral to be made, or otherwise delivered to Collateral Agent for filing and/or recordation, and (b) with respect to
the consummation of each Acquisition, as of the date thereof, consummation of such Acquisition did not require any registration
with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority as of the date thereof,
except for such registrations, consents, notices or other actions which were obtained or made on or before such date.


 


4.6       Binding
Obligation. Each Credit Document has been duly executed and delivered by each Credit Party that is a party thereto and is the
legally valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its respective
terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’
rights generally or by equitable principles relating to enforceability.


 


4.7       Historical
Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all
material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at
the respective dates thereof and the results of operations and


 




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cash flows, on a consolidated basis, of the
Persons described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements,
to changes resulting from audit and normal year end adjustments and the absence of footnotes. As of the Third Restatement Date,
none of Borrower or any of its Subsidiaries has any contingent liability or liability for taxes, long term lease or unusual forward
or long term commitment that is not reflected in the Historical Financial Statements or the notes thereto and which in any such
case is material in relation to the business, operations, properties, assets or condition (financial or otherwise) of Borrower
and its Subsidiaries taken as a whole.


 


4.8       Projections.
On and as of the Third Restatement Date, the Projections of Borrower and its Subsidiaries for the period of Fiscal Year 2012 through
and including Fiscal Year 2016 provided to Lenders or prospective Lenders in writing on or prior to the Third Restatement Date
(the “Projections”) are based on good faith estimates and assumptions made by the management of Borrower; provided
that the Projections are not to be viewed as facts and that actual results during the period or periods covered by the Projections
may differ from such Projections and that the differences may be material.


 


4.9       No
Material Adverse Change. Since January 1, 2011, no event, circumstance or change has occurred that has caused or evidences,
or could reasonably be expected to have, either in any case or in the aggregate, a Material Adverse Effect.


 


4.10       Adverse
Proceedings, etc. There are no Adverse Proceedings, individually or in the aggregate, that could reasonably be expected to
have a Material Adverse Effect. None of Borrower or any of its Subsidiaries (a) is in violation of any Applicable Laws (including
Environmental Laws) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or
(b) is subject to or in default with respect to any Governmental Authority or any final judgments, writs, injunctions, decrees,
rules or regulations of any Governmental Authority, that, individually or in the aggregate, could reasonably be expected to have
a Material Adverse Effect.


 


4.11       Payment
of Taxes. Except for any failure that would not be reasonably expected to, individually or in the aggregate, result in a Material
Adverse Effect:


 


(a)       all
Tax returns and reports of Borrower and each of its Subsidiaries required to be filed by any of them have been timely filed, and
all Taxes (whether or not shown on such Tax returns) of Borrower and each of its Subsidiaries and upon their respective properties,
assets, income, businesses and franchises (including in the capacity of a withholding agent) which are due and payable have been
timely paid (except for Taxes that are being contested in accordance with the terms of Section 5.3) and adequate accruals and reserves
have been made in accordance with GAAP for Taxes of Borrower and each of its Subsidiaries in that are not due and payable; and


 


(b)       there
is no current, or, to the knowledge of Borrower or its Subsidiaries, proposed or pending audit, examination, Tax assessment, claims
or proceedings against Borrower or any of its Subsidiaries which is not being actively contested by Borrower or such Subsidiary
in good faith and by appropriate proceedings and for which adequate reserves have been made in accordance with GAAP by Borrower
or any of its Subsidiaries, as applicable.


 


4.12       Properties.


 


(a)       Title.
Each of Borrower and its Subsidiaries has (i) good, sufficient and legal and beneficial title to (in the case of fee interests
in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), (iii) valid
licensed rights in (in the case of licensed interests in intellectual property) and (iv) good title to (in the case of all other
personal property), all of their respective properties and assets material to its business, except for minor 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. Except as permitted by this Agreement, all such properties and assets are free and clear of Liens.


 




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(b)       Real
Estate. As of the Third Restatement Date, Schedule 4.12 contains a true, accurate and complete list of (i) all Real Estate
Assets, and (ii) all leases, subleases, licenses or assignments of leases, subleases, licenses or other agreements (together with
all amendments, modifications, supplements, renewals or extensions of any thereof) affecting each Real Estate Asset of any Credit
Party, regardless of whether such Credit Party is the landlord (licensor) or tenant (licensee) (whether directly or as an assignee
or successor in interest) under such lease, sublease, license, assignment or other agreement. Each agreement listed in clause (ii)
of the immediately preceding sentence is in full force and effect and Borrower does not have knowledge of any default that has
occurred and is continuing thereunder, except to the extent that the failure to be in full force and effect or the occurrence and
continuance of a default, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect,
and each such agreement constitutes the legally valid and binding obligation of each applicable Credit Party, enforceable against
such Credit Party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles. To the knowledge
of the Credit Parties, none of the buildings or other structures located on any Real Estate Asset encroaches upon any land not
owned or leased by a Credit Party (except in a manner that constitutes a Permitted Lien), and there are no restrictive covenants
or statutes, regulations, orders or other laws which restrict or prohibit the use in any material respect of any Real Estate Asset
or such buildings or structures for the purposes for which they are currently used. To the knowledge of the Credit Parties, there
are no expropriation or similar proceedings, actual or threatened, against any Real Estate Asset or any part thereof.


 


(c)       Intellectual
Property. Each Credit Party possesses or has, by valid and enforceable license, ownership or the right to use all Intellectual
Property used in the conduct of its business and, to each Credit Party’s knowledge, has the right to use such Intellectual
Property without violation or infringement of any rights of others with respect thereto.


 


4.13       Environmental
Matters. None of Borrower or any of its Subsidiaries or any of their respective Facilities or operations are subject to any
actual or, to Borrower’s knowledge, as applicable, threatened, order, consent decree or settlement agreement with any Person
pursuant to any Environmental Law or relating to any Environmental Claim or any Release or threat of Release of Hazardous Materials,
that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of Borrower or
any of its Subsidiaries has received any written notice of non-compliance with any Environmental Law, letter or request for information
under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9604) or
any comparable state law, except as, individually or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect. Each Facility is free from the presence of Hazardous Materials, except for such materials the presence of which,
individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. There are and, to each
of Borrower’s and its Subsidiaries’ knowledge, have been no conditions, occurrences, or Release or threat of Release
of Hazardous Materials that could reasonably be expected to form the basis of aan
Environmental Claim against Borrower or any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected
to result in a Material Adverse Effect. None of Borrower or any of its Subsidiaries or, to any Credit Party’s knowledge,
any predecessor of Borrower or any of its Subsidiaries has filed any notice under any Environmental Law indicating past or present
treatment of Hazardous Materials at any Facility, except as, individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect, and none of Borrower’s or any of its Subsidiaries’ operations involves the
generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260 or 270 or any
state or other equivalent, in each case, except as, individually or in the aggregate could not reasonably be expected to result
in a Material Adverse Effect. Borrower and each of its Subsidiaries, Facilities and operations are in compliance with applicable
Environmental Laws, in each case, except as, individually or in the aggregate, could not reasonably be expected to result in a
Material Adverse Effect.


 


4.14       No
Defaults. None of Borrower or any of its Subsidiaries is in default in the performance, observance or fulfillment of any of
the obligations, covenants or conditions contained in any of its Contractual Obligations, and no condition exists which, with the
giving of notice or the lapse of time or both, could constitute such a default, except where the consequences, direct or indirect,
of such default or defaults, if any, could not reasonably be expected to have a Material Adverse Effect.


 




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4.15       Governmental
Regulation. Borrower and its Subsidiaries are not subject to regulation under the Investment Company Act of 1940 or any other
Applicable Law or Governmental Authorization that restricts or limits their ability to incur Indebtedness or to perform or satisfy
the Obligations.


 


4.16       Federal
Reserve Regulations.


 


(a)       None
of Borrower or any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending
credit for the purpose of buying or carrying Margin Stock.


 


(b)       No
portion of the proceeds of any Credit Extension shall be used in any manner, whether directly or indirectly, that causes or could
reasonably be expected to cause, such Credit Extension or the application of such proceeds to violate Regulation T, Regulation U
or Regulation X of the Board of Governors or any other regulation thereof.


 


4.17       Employee
Matters. None of Borrower or any of its Subsidiaries is engaged in any unfair labor practice or other labor proceeding (including
certification) or complaint that could reasonably be expected to have a Material Adverse Effect. Except as could not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is (a) no unfair labor practice complaint
pending against Borrower or any of its Subsidiaries or, to the knowledge of Borrower, threatened against any of them before the
National Labor Relations Board or a labor board of any other jurisdiction, and no grievance or arbitration proceeding arising out
of or under any collective bargaining agreement pending against Borrower or any of its Subsidiaries or, to the knowledge of Borrower,
threatened against any of them, and none of Borrower or any of its Subsidiaries is in violation of any collective bargaining agreement,
(b) no strike or work stoppage in existence or, to the knowledge of Borrower, threatened involving Borrower or any of its Subsidiaries
and (c) to the knowledge of Borrower, no union representation question existing with respect to the employees of Borrower or any
of its Subsidiaries and, to the knowledge of Borrower, no union organization activity is taking place with respect to the employees
of Borrower or any of its Subsidiaries. Except as could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect, all payments due from any Canadian Credit Party for employee health and welfare insurance have been paid
or accrued as a liability on the books of such Canadian Credit Party and such Canadian Credit Party has withheld and remitted all
employee withholdings to be withheld or remitted by it and has made all employer contributions to be made by it, in each case,
pursuant to applicable law on account of the Canada Pension Plan maintained by the Government of Canada, employment insurance,
employee income taxes, and any other required payroll deduction.


 


4.18       Employee
Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, each of its Subsidiaries
and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the
Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan,
and have performed all their obligations under each Employee Benefit Plan, (b) each Employee Benefit Plan which is intended to
qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue
Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent
to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no
liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust
established under Title IV of ERISA has been or is expected to be incurred by Borrower, any of its Subsidiaries or any of their
ERISA Affiliates, (d) no ERISA Event has occurred or is reasonably expected to occur and (e) except to the extent required under
Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits
(through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries or any
of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored,
maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of
the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial
valuation for such Pension Plan), did not exceed the then-current aggregate value of the assets of such Pension Plan by more than
$150,000,000. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the
potential liability of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer
Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from
all


 




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Multiemployer Plans, based on information
available pursuant to Section 4221(e) of ERISA, is not more than $150,000,000. Except as could not reasonably be expected
to have a Material Adverse Effect, Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the
requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “default” (as defined in
Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.


 


4.19       Canadian
Employee Benefit Plans.


 


(a)       Except
as could not reasonably be expected to have a Material Adverse Effect and except as set forth on Schedule 4.18, the Canadian Employee
Benefit Plans are, and have been, established, registered, amended, funded, invested and administered in compliance with the terms
of such Canadian Employee Benefit Plans (including the terms of any documents in respect of such Canadian Employee Benefit Plans),
all Applicable Laws and any applicable collective agreements. There is no investigation by a Governmental Authority or claim (other
than routine claims for payment of benefits) pending or, to the knowledge of a Canadian Credit Party, threatened involving any
Canadian Employee Benefit Plan or its assets, and no facts exist which could reasonably be expected to give rise to any such investigation
or claim (other than routine claims for payment of benefits) which if determined adversely, could reasonably be expected to have
a Material Adverse Effect.


 


(b)       All
employer and employee payments, contributions and premiums required to be remitted, paid to or in respect of each Canadian Pension
Plan have been paid or remitted in accordance with its terms and all applicable laws.


 


(c)       No
Canadian Pension Plan Termination Events have occurred that individually or in the aggregate, would result in a Canadian Credit
Party owing an amount that could reasonably be expected to have a Material Adverse Effect.


 


(d)       Except
as set forth on Schedule 4.18, no Credit Party has any liability (contingent, matured or otherwise) in respect of a Defined Benefit
Plan.


 


None of the Canadian Employee Benefit Plans,
other than the Canadian Pension Plans, provide benefits beyond retirement or other termination of service to employees or former
employees of a Canadian Credit Party, or to the beneficiaries or dependantsdependents
of such employees.


 


4.20       Solvency.
The Credit Parties are and, upon the incurrence of any Obligation by any Credit Party on any date on which this representation
and warranty is made, will be, Solvent, on a consolidated basis.


 


4.21       Compliance
with Statutes, etc. Each of Borrower and its Subsidiaries is in compliance with all Applicable Laws imposed by all Governmental
Authorities, in respect of the conduct of its business and the ownership of its property (including compliance with all applicable
Environmental Laws with respect to any Real Estate Asset or governing its business and the requirements of any permits issued under
such Environmental Laws with respect to any such Real Estate Asset or the operations of Borrower or any of its Subsidiaries as
currently operated or conducted), except such non-compliance that, individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect.


 


4.22       Disclosure.
None of the reports, certificates or written statements furnished to Lenders by or on behalf of Borrower or any of its Subsidiaries
for use in connection with the Transactions, other than projections and information of a general economic or general industry nature,
contains any untrue statement of a material fact or omits to state a material fact (known to Borrower, in the case of any document
not furnished by either of them) necessary in order to make the statements contained herein or therein not misleading as of the
date made, in light of the circumstances in which the same were made. Any projections and pro forma financial information contained
in such materials are based upon good faith estimates and assumptions believed by Borrower to be reasonable at the time made, it
being recognized by Lenders that such projections as to future events are not to be viewed as facts and that actual results during
the period or periods covered by any such projections may differ from the projected results and such differences may be material.
There are no facts known (or which should upon the reasonable exercise of diligence be known) to Borrower (other than matters of
a general economic nature) that, individually or in the


 




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aggregate, could reasonably be expected
to result in a Material Adverse Effect and that have not been disclosed herein or other documents, certificates and statements
furnished to Lenders for use in connection with the Transactions.


 


4.23        PATRIOT
Act and PCTFA. To the extent applicable, each Credit Party is in compliance,
in all material respects, with the (i) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations
of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive
order relating thereto, (ii) the PATRIOT Act, (iii) Part II.1 of the Criminal Code (Canada), (iv) the Proceeds of Crime
(money laundering) and Terrorist Financing Act (Canada) (the “PCTFA”), (v) the Regulations Implementing
the United Nations Resolutions on the Suppression of Terrorism (Canada) and (vi) United Nations Al-Qaida and Taliban Regulations
(Canada). No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official
or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official
capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign
Corrupt Practices Act of 1977, as amended.


 


4.244.23Creation,
Perfection, etc. Except as otherwise contemplated hereby or under any other Credit Document, including without limitation in
Section 3 hereof, all filings and other actions necessary to perfect the Liens on the Collateral created under, and in the manner
contemplated by, the Collateral Documents have been duly made or taken or otherwise provided for (to the extent required hereby
or by the applicable Collateral Documents), and, to the extent not previously executed and delivered, when executed and delivered,
the Collateral Documents will create in favor of Collateral Agent for the benefit of the Secured Parties, or in favor of the Secured
Parties, a valid and, together with such filings and other actions (to the extent required hereby or by the applicable Collateral
Documents), perfected First Priority Lien on the Collateral, securing the payment of the Obligations.


 


4.254.24OFAC
Matters. None of Borrower, any of its Subsidiaries or, to the knowledge of Borrower, any director, officer, agent, employee
or affiliate of Borrower or any of its Subsidiaries is currently the
subject toof
any U.S. sanctions administered by the Office
of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”)Sanctions;
and Borrower and its Subsidiaries will not, directly or indirectly, use the proceeds of the Loans, or lend, contribute or otherwise
make available such proceeds to any Subsidiary, joint venture partner or other Person or entity, for the purpose of financing the
activities of any Person currently,
or in any country or territory that, at the time of such financing, is the subject toof
any U.S. sanctions administered by OFACSanctions.


 


4.25       Anti-Corruption
Laws and Sanctions. The Borrower has implemented and maintains in effect policies and
procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees
and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and to the knowledge of the Borrower,
its officers, directors, employees and agents are in compliance with Anti-Corruption Laws and applicable Sanctions in all material
respects and are not knowingly engaged in any activity that would reasonably be expected to result in the Borrower being designated
as a Sanctioned Person. None of (a) the Borrower, any Subsidiary or to the knowledge of the Borrower or such Subsidiary, any of
their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary
that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person.
No Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption
Law or applicable Sanctions.


 


SECTION 5. AFFIRMATIVE COVENANTS


 


Each Credit Party covenants and agrees that
so long as any Commitment is in effect and until payment in full of all principal of and interest on each Loan and all fees, expenses
and other amounts (other than contingent amounts not yet due) payable under any Credit Document and cancellation or expiration
of all Letters of Credit, each Credit Party shall perform, and shall cause each of its Subsidiaries to perform, all covenants in
this Section 5.


 


5.1       Financial
Statements and Other Reports. Borrower will deliver to Administrative Agent on behalf of each Lender:


 




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(a)       Quarterly
Financial Statements. Within 45 days after the end of each Fiscal Quarter of each Fiscal Year (other than the fourth Fiscal
Quarter of any such Fiscal Year), commencing with the Fiscal Quarter ending September 30, 2011, the consolidated balance sheets
of Borrower and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of income and cash
flows of Borrower and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal
Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding
periods of the previous Fiscal Year, commencing with the first Fiscal Quarter for which such corresponding figures are available,
all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto;


 


(b)       Annual
Financial Statements. Within 90 days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31,
2011, (i) the consolidated balance sheets of Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated
statements of income, stockholders’ equity and cash flows of Borrower and its Subsidiaries for such Fiscal Year, setting
forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal
Year for which such corresponding figures are available, all in reasonable detail, together with a Financial Officer Certification
and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by
an independent certified public accountant (or accountants) of recognized national standing selected by Borrower, and reasonably
satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going
concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects,
the consolidated financial position of Borrower and its Subsidiaries as at the dates indicated and the results of their operations
and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as
otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated
financial statements has been made in accordance with generally accepted auditing standards) together with a written statement
by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of
Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes
a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their
attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes
them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such
Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required
by accounting rules or guidelines);


 


(c)       Compliance
Certificate. Together with each delivery of financial statements of Borrower and its Subsidiaries pursuant to Sections 5.1(a)
and 5.1(b), a duly executed and completed Compliance Certificate; provided
that after the Amendment No. 14 Effective Date, the Borrower shall have 30 days to submit a new Compliance Certificate for the
fiscal year ended December 31, 2016 reflecting the changes to the definition of “Consolidated Adjusted EBITDA” implemented
by Amendment No. 14, which Compliance Certificate shall supersede any such certificate previously delivered to the Administrative
Agent;


 


(d)       Statements
of Reconciliation after Change in Accounting Principles. If, as a result of any change in accounting principles and policies
from those used in the preparation of the Historical Financial Statements, the consolidated financial statements of Borrower and
its Subsidiaries delivered pursuant to Section 5.1(a) or 5.1(b) will differ in any material respect from the consolidated financial
statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies
been made, then, together with the first delivery of such financial statements after such change, one or more statements of reconciliation
for all such prior financial statements in form and substance reasonably satisfactory to Administrative Agent;


 


(e)       Notice
of Default. Promptly upon any Responsible Officer of Borrower obtaining knowledge (i) of any condition or event that constitutes
a Default or an Event of Default or that notice has been given to Borrower with respect thereto; (ii) that any Person has given
any notice to Borrower or any of its Subsidiaries or taken any other action with respect to any event or condition set forth in
Section 8.1(b);


 




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or (iii) of the occurrence of any
event or change that has caused or evidences or could reasonably be expected to result in, either individually or in the aggregate,
a Material Adverse Effect, a certificate of an Authorized Officer specifying the nature and period of existence of such condition,
event or change, or specifying the notice given and action taken by any such Person and the nature of such claimed Event of Default,
Default, default, event or condition, and what action Borrower has taken, is taking and proposes to take with respect thereto;


 


(f)       Notice
of Litigation. Promptly upon any Responsible Officer of Borrower obtaining knowledge of any actual or threatened (i) Adverse
Proceeding not previously disclosed in writing by Borrower to Lenders, or (ii) development in any Adverse Proceeding that, in the
case of either clause (i) or (ii), if adversely determined could be reasonably expected to result in a Material Adverse Effect,
or seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the Transactions,
written notice thereof together with such other information as may be reasonably available to Borrower to enable Lenders and their
counsel to evaluate such matters;


 


(g)       ERISA.
(i) Promptly upon any Responsible Officer of Borrower obtaining knowledge of the occurrence of or forthcoming occurrence of any
ERISA Event, a written notice specifying the nature thereof, what action Borrower, any of its Subsidiaries or any of their respective
ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened
by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto; and (ii) with reasonable promptness,
copies of (1) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by Borrower, any of its Subsidiaries
or any of their respective ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan; (2) all notices
received by Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning
an ERISA Event; and (3) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan
as Administrative Agent shall reasonably request;


 


(h)       Canadian
Employee Benefit Plans. Promptly upon any Responsible Officer of Borrower obtaining knowledge of: (1) a Canadian Pension Plan
Termination Event; (2) the failure to make a required contribution to or payment under any Canadian Pension Plan when due; (3)
the occurrence of any event which is reasonably likely to result in a Canadian Credit Party incurring any liability, fine or penalty
with respect to any Canadian Employee Benefit Plan that could reasonably be expected to result in a Material Adverse Effect; (4)
the establishment of any material new Canadian Employee Benefit Plans or (5) any change to an existing Canadian Employee Benefit
Plan that could reasonably be expected to result in a Material Adverse Effect; in the notice to the Administrative Agent of the
foregoing, copies of all documentation relating thereto as Administrative Agent shall reasonably request shall be provided;


 


(i)       Financial
Plan. As soon as practicable and in any event no later than 60 days subsequent to the beginning of each Fiscal Year (beginning
with the Fiscal Year ending December 31, 2012), a consolidated plan and financial forecast for such Fiscal Year and each Fiscal
Year (or portion thereof) through the final maturity date of the Loans (a “Financial Plan”), including forecasted
consolidated statements of income of Borrower for each Fiscal Quarter of such Fiscal Year (it being understood that the forecasted
financial information is not to be viewed as facts and that actual results during the period or periods covered by the Financial
Plan may differ from such forecasted financial information and that such differences may be material);


 


(j)       Insurance
Report. As soon as practicable and in any event within 60 days after the last day of each Fiscal Year, a certificate from Borrower’s
insurance broker in form and substance satisfactory to Administrative Agent outlining all material insurance coverage maintained
as of the date of such certificate by Borrower and its Subsidiaries;


 


(k)       Information
Regarding Collateral. Borrower will furnish to Collateral Agent prompt (and in any event within 30 days of such change) written
notice of any change (i) in any Credit Party’s legal name, (ii) in any Credit Party’s identity or corporate structure,
(iii) in any Credit Party’s jurisdiction of organization or of the jurisdiction in which its chief executive office is located
or (iv) in any Credit Party’s Federal Taxpayer Identification Number or state organizational identification number. Borrower
agrees not


 




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to effect or permit any change referred
to in the preceding sentence unless all filings have been made under the Uniform Commercial Code, the PPSA or similar laws of jurisdictions
in which Credit Parties are organized or otherwise that are required in order for Collateral Agent to continue at all times following
such change to have a valid, legal and perfected security interest in all the Collateral as contemplated in the Collateral Documents.
Borrower also agrees promptly to notify Collateral Agent if any material portion of the Collateral is damaged or destroyed;


 


(l)       Annual
Collateral Verification. Each year, at the time of delivery of annual financial statements with respect to the preceding Fiscal
Year pursuant to Section 5.1(b), Borrower shall deliver to Collateral Agent a certificate of an Authorized Officer (i) either confirming
that there has been no change in the information required by the Collateral Questionnaire since the date of the most recently delivered
Collateral Questionnaire or the date of the most recent certificate delivered pursuant to this Section and/or identifying such
changes and (ii) certifying that all Uniform Commercial Code and PPSA financing statements (including fixtures filings, as applicable)
and all supplemental Intellectual Property Security Agreements or other appropriate filings, recordings or registrations, have
been filed or recorded in each governmental, municipal or other appropriate office in each jurisdiction identified in the Collateral
Questionnaire or pursuant to clause (i) above to the extent necessary to effect, protect and perfect the security interests under
the Collateral Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with
respect to any continuation statements to be filed within such period);


 


(m)       Other
Information. (A) Promptly upon their becoming publicly available, copies (or e-mail notice) of (i) all financial statements,
reports, notices and proxy statements sent or made available generally by Borrower to its security holders acting in such capacity
or by any Subsidiary of Borrower to its security holders other than Borrower or another Subsidiary of Borrower, (ii) all regular
and periodic reports and all registration statements and prospectuses, if any, filed by Borrower or any of its Subsidiaries with
any securities exchange or with the Securities and Exchange Commission, the Ontario Securities Commission or any other Governmental
Authority and (iii) all press releases and other statements made available generally by Borrower or any of its Subsidiaries to
the public concerning material developments in the business of Borrower or any of its Subsidiaries, and (B) such other information
and data with respect to the operations, business affairs and financial condition of Borrower or any of its Subsidiaries as from
time to time may be reasonably requested by Administrative Agent or any Lender;


 


(n)       Certification
of Public Information. Borrower and each Lender acknowledge that certain of the Lenders may be Public Lenders and, if documents
or notices required to be delivered pursuant to this Section 5.1 or otherwise are being distributed through IntraLinks, SyndTrak
or another relevant website or other information platform (the “Platform”), any document or notice that Borrower
has indicated contains Non-Public Information shall not be posted on that portion of the Platform designated for such Public Lenders.
Borrower agrees to clearly designate all information provided to Administrative Agent by or on behalf of Borrower which is suitable
to make available to Public Lenders. If Borrower has not indicated whether a document or notice delivered pursuant to this Section
5.1 contains Non-Public Information, Administrative Agent reserves the right to post such document or notice solely on that portion
of the Platform designated for Lenders who wish to receive material non-public information with respect to Borrower, its Subsidiaries
and their respective Securities; and


 


(o)       Environmental
Reports and Audits. As soon as practicable following receipt thereof, copies of all environmental audits and written reports
with respect to environmental matters at any Facility or that relate to any environmental liabilities of any Credit Party, in each
case that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.


 


(p)       General.
Any financial statement, report, notice, proxy statement, registration statement, prospectus or other document required to be delivered
pursuant to this Section 5.1 shall be delivered in accordance with Section 10.1 and shall be deemed to have been delivered on the
date on which such financial statement, report, notice, proxy statement, registration statement, prospectus or other document is
posted on the SEC’s website on the Internet at www.sec.gov and, in each case, such financial statement, report, notice, proxy
statement, registration statement, prospectus or other document is readily accessible to


 




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the Administrative Agent on such
date; provided that Borrower shall give notice of any such posting to Administrative Agent (who shall then give notice of
any such posting to the Lenders). Furthermore, if any financial statement, certificate or other information required to be delivered
pursuant to this Section 5.1 shall be required to be delivered on any date that is not a Business Day, such financial statement,
certificate or other information may be delivered to Administrative Agent on the next succeeding Business Day after such date.


 


5.2       Existence.
Except as otherwise permitted under Section 6.8, each Credit Party will, and will cause each of its Subsidiaries to, at all times
preserve and keep in full force and effect its existence and all rights and franchises, licenses and permits material to its business;
provided that no Credit Party (other than Borrower with respect to existence) or any of its Subsidiaries shall be required
to preserve any such existence, right or franchise, licenses and permits if such Person’s board of directors (or similar
governing body) shall determine that the preservation thereof is no longer desirable in the conduct of the business of such Person,
and that the loss thereof is not disadvantageous in any material respect to such Person or to Lenders.


 


5.3       Payment
of Taxes and Claims. Except for failures that, individually and in the aggregate, would not reasonably be expected to result
in a Material Adverse Effect, each Credit Party will, and will cause each of its Subsidiaries to, pay all Taxes imposed upon it
or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty or fine accrues
thereon, and all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable
and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall
be incurred with respect thereto; provided, no such Tax or claim need be paid if it is being contested in good faith by
appropriate proceedings promptly instituted and diligently conducted, so long as (a) adequate reserve or other appropriate provision,
as shall be required in conformity with GAAP shall have been made therefor, and (b) in the case of a Tax or claim which has or
may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion
of the Collateral to satisfy such Tax or claim. No Credit Party will, nor will it permit any of its Subsidiaries to, file or consent
to the filing of any consolidated income tax return with any Person (other than Borrower or any of its Subsidiaries).


 


5.4       Maintenance
of Properties. Each Credit Party will, and will cause each of its Subsidiaries to, maintain or cause to be maintained in good
repair, working order and condition, ordinary wear and tear excepted, all material properties used or useful in the business of
Borrower and its Subsidiaries.


 


5.5       Insurance.
Borrower and its Subsidiaries will maintain or cause to be maintained, with financially sound and reputable insurers, such public
liability insurance, property damage insurance and business interruption insurance with respect to liabilities, losses or damage
in respect of the assets, properties and businesses of Borrower and its Subsidiaries as is customarily carried or maintained under
similar circumstances by Persons of established reputation engaged in similar businesses in the same or similar locations, in each
case in such amounts (giving effect to self-insurance), with such deductibles, covering such risks and otherwise on such terms
and conditions as shall be customary for such Persons. Without limiting the generality of the foregoing, Borrower will maintain
or cause to be maintained (a) flood insurance with respect to each Flood Hazard Property that is located in a community that participates
in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of
the Federal Reserve System, and (b) replacement value property damage insurance on the Collateral under such policies of insurance,
with such insurance companies, in such amounts, with such deductibles, and covering such risks as are carried or maintained under
similar circumstances by Persons of established reputation engaged in similar businesses in the same or similar locations. Each
such policy of insurance shall (i) name Collateral Agent, on behalf of the Secured Parties, as an additional insured thereunder
as its interests may appear and (ii) in the case of each property damage insurance policy, contain a loss payable clause or endorsement,
reasonably satisfactory in form and substance to Collateral Agent, that names Collateral Agent, on behalf of the Secured Parties,
as the loss payee thereunder and provides for at least thirty days’ prior written notice to Collateral Agent of any modification
or cancellation of such policy; provided that the provisions of the foregoing sentence shall not apply to any policy of
insurance maintained solely for the purpose of compliance with Applicable Law to the extent that the assets, properties and businesses
that are the subject of such policy are separately the subject of an insurance policy with respect to which Borrower shall have
satisfied the provision of the foregoing sentence.


 




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5.6       Books
and Records; Inspections. Each Credit Party will, and will cause each of its Subsidiaries to, keep proper books of record and
accounts in which full, true and correct entries in conformity in all material respects with GAAP shall be made of all dealings
and transactions in relation to its business and activities. Each Credit Party will, and will cause each of its Subsidiaries to,
permit any authorized representatives designated by any Lender to visit and inspect any of the properties of any Credit Party and
any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and
to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants, all upon
reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested; provided
that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on
behalf of the Lenders may exercise rights under this Section 5.6 and the Administrative Agent shall not exercise such rights more
often than once during any calendar year absent the existence of an Event of Default. Notwithstanding anything to the contrary
in this Section 5.6 or any other Credit Document, none of Borrower or any of its Subsidiaries shall be required to disclose, permit
the inspection, examination or making of copies or taking of extracts of, or discussion of, any document, information or other
matter (a) that constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure
to Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any Applicable Law or any binding
contractual agreement or (c) is subject to attorney-client or similar privilege or constitutes attorney work product.


 


5.7       Lenders
Meetings. Borrower will, upon the request of Administrative Agent or Requisite Lenders, participate in a meeting of Administrative
Agent and Lenders once during each Fiscal Year to be held at Borrower’s corporate offices (or at such other location as may
be agreed to by Borrower and Administrative Agent) at such time as may be agreed to by Borrower and Administrative Agent.


 


5.8       Compliance
with Laws. Each Credit Party will comply, and shall cause each of its Subsidiaries to comply, with the requirements of all
Applicable Law, rules, regulations and orders of any Governmental Authority (including all Environmental Laws), non-compliance
with which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The
Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries
and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.


 


5.9       Environmental.


 


(a)       Environmental
Disclosure. Borrower will deliver to Administrative Agent and Lenders:


 


(i)       as
soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or analyses
of any kind or character, whether prepared by personnel of Borrower or any of its Subsidiaries or, to the extent in Borrower’s
or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons,
with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually
or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;


 


(ii)       promptly
upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental
Authority under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result
in a Material Adverse Effect, (2) any response or remedial action taken by Borrower or any other Person as a result of (A) any
Hazardous Materials at a Facility the existence of which could reasonably be expected to result in one or more Environmental Claims
having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences
or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse
Effect, and (4) Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of
any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy,
transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected
to result in a Material Adverse Effect;


 


(iii)       as
soon as practicable following the sending or receipt thereof by Borrower or any of its Subsidiaries, a copy of any and all written
communications to or from any Governmental Authority or third party


 




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claimant or their representatives with respect
to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse
Effect;


 


(iv)       prompt
written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower or any of
its Subsidiaries that could reasonably be expected to (A) expose Borrower or any of its Subsidiaries to, or result in, Environmental
Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely
affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required
under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a
Material Adverse Effect and (2) any proposed action to be taken by Borrower or any of its Subsidiaries to modify current operations
in a manner that could reasonably be expected to subject Borrower or any of its Subsidiaries to any additional obligations or requirements
under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material
Adverse Effect; and


 


(v)       with
reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative
Agent in relation to any matters disclosed pursuant to this Section 5.9(a).


 


(b)       Environmental
Matters. Each Credit Party shall promptly take, and shall cause each of its Subsidiaries promptly to take, any and all actions
necessary to (i) cure any violation of applicable Environmental Laws by such Credit Party or its Subsidiaries that could reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) make an appropriate response to any
Environmental Claim against such Credit Party or any of its Subsidiaries and discharge any obligations it may have to any Person
thereunder where failure to do so could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect,
except in each case to the extent such Credit Party or Subsidiary is contesting such violation, Environmental Claim or obligation
in good faith and by proper proceedings and appropriate reserves are being maintained in accordance with GAAP.


 


5.10       Subsidiaries.


 


(1)       In
the event that any Person becomes a Domestic Subsidiary of Borrower (including with respect to any Subsidiary Redesignation resulting
in an Unrestricted Subsidiary becoming a Subsidiary) (other than a Subsidiary that is, or would be, an Excluded Subsidiary), Borrower
shall: (I) promptly cause such Domestic Subsidiary to become a Guarantor hereunder and a Grantor under the Second Amended and Restated
Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement
and a Pledge Supplement (as defined in the Second Amended and Restated Pledge and Security Agreement ), and (II) take all such
actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates
as are similar to those described in Sections 3.1(b), 3.1(f), 3.1(h) and 3.1(i) of the Original Credit Agreement.


 


(2)       In
the event that any Person becomes a Foreign Subsidiary of VPI (including with respect to any Subsidiary Redesignation resulting
in an Unrestricted Subsidiary becoming a Subsidiary) (other than a Subsidiary that is, or would be, an Excluded Subsidiary), and
the ownership interests of such Foreign Subsidiary are directly owned by VPI or by any Guarantor that is a Domestic Subsidiary
thereof, Borrower shall, or shall cause such Domestic Subsidiary to: (I) deliver all such documents, instruments, agreements, and
certificates as are similar to those described in Section 3.1(b), and (II) take all of the actions referred to in Section 3.1(d)(i)
necessary to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, under
the Second Amended and Restated Pledge and Security Agreement (subject to the limitations set forth therein) in 65% of such ownership
interests that is voting stock and 100% of such ownership interest that is not voting stock.


 


(3)       In
the event that any Person becomes a Foreign Subsidiary of Borrower (but not a Subsidiary of VPI) (including with respect to any
Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming a Subsidiary) (other than a Subsidiary that is, or would
be, an Excluded Subsidiary), Borrower shall: (I) promptly cause such Subsidiary to become a Guarantor (and to deliver (x) a Canadian
Guarantee in respect of any such Foreign Subsidiary that is a Canadian Credit Party satisfying clause (i) of the definition thereof,
(y) a Barbados Guarantee in respect of any such Foreign Subsidiary that is a Barbados Credit Party and (z) a Counterpart


 




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Agreement in form and substance sufficient
to create a binding Guarantee of the Obligations by each such Foreign Subsidiary not meeting the requirements of clauses (x) and
(y) above) (and to deliver (v) the Luxembourg Security Documents in respect of any such Foreign Subsidiary that is a Luxembourg
Guarantor, (w) the Swiss Security Documents, in respect of any such Foreign Subsidiary that is a Swiss Guarantor, (x) the Canadian
Pledge and Security Agreement and, as applicable, Quebec Security Documents, in respect of any such Foreign Subsidiary that is
a Canadian Credit Party satisfying clause (i) of the definition thereof, (y) the Barbados Security Documents in respect of any
such Foreign Subsidiary that is a Barbados Credit Party and (z) such agreement or agreements under the laws of the jurisdiction
of organization of such Foreign Subsidiary as are analogous to the Collateral Documents described under clauses (v), (w), (x) and
(y) above), and (II) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents,
instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(f), 3.1(h) and 3.1(i) of the
Original Credit Agreement.


 


(4)       With
respect to each such Subsidiary described in paragraph (1) through (3) of this Section 5.10, Borrower shall promptly send to Administrative
Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of Borrower,
and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Borrower, and such
written notice shall be deemed to supplement Schedules 4.1 and 4.2 for all purposes hereof.


 


(5)       Notwithstanding
anything in this Section 5.10 to the contrary, in no event shall (i) any Subsidiary that is otherwise prohibited by Applicable
Law from guaranteeing the Obligations or pledging its assets in support of the Obligations be required to execute a Counterpart
Agreement or any Collateral Document or take any other action set forth in paragraph (1), (2) or (3) of this Section 5.10 (including,
without limitation, Biovail Insurance) and (ii) Borrower or any Guarantor be required to pledge the Equity Interests of any Subsidiary
in support of the Obligations if such pledge is otherwise prohibited by Applicable Law.


 


(6)       Notwithstanding
anything in this Agreement or any other Credit Document to the contrary (including this Section 5.10 and Sections 5.11 and 5.13),
no Credit Document shall require the creation or perfection of pledges of or security interests in, or the obtaining of title insurance,
legal opinions or other deliverables with respect to, particular assets of the Credit Parties, if, and for so long as, Administrative
Agent, in consultation with Borrower, determines in writing that the cost of creating or perfecting such pledges or security interests
in such assets, or obtaining such title insurance, legal opinions or other deliverables in respect of such assets (taking into
account any adverse tax consequences to Borrower and its Subsidiaries (including the imposition of withholding or other material
taxes)), shall be excessive in view of the benefits to be obtained by the Secured Parties therefrom. Administrative Agent may grant
extensions of time for the creation and perfection of security interests in or the obtaining of title insurance, legal opinions
or other deliverables with respect to particular assets or the provision of the Guarantee (or any other guarantee in support of
the Obligations) by any Subsidiary where it determines that such action cannot be accomplished without undue effort or expense
by the time or times at which it would otherwise be required to be accomplished by this Agreement or the other Credit Documents.


 


(7)       If
it becomes illegal for any Lender to hold or benefit from a Lien over real or personal property pursuant to any law of the United
States of America, such Lender may, in its sole discretion, notify the Administrative Agent and disclaim any benefit of such security
interest to the extent of such illegality, but the election by any Lender to so disclaim the benefit of such security interest
shall not invalidate or render unenforceable such Lien for the benefit of each of the other Lenders.


 


5.11       Additional
Material Real Estate Assets. In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset
owned or leased on the Third Restatement Date becomes a Material Real Estate Asset and such interest has not otherwise been made
subject to the Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit
Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages,
documents, instruments, agreements, opinions and certificates similar to those described in Sections 3.1(h) and 3.1(i) of the Original
Credit Agreement with respect to each such Material Real Estate Asset that Collateral Agent shall reasonably request to create
in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred
to herein, perfected First Priority security interest in such Material Real Estate Asset. In addition to the foregoing, Borrower
shall, at the request of Collateral Agent, deliver, from time to time, to Collateral Agent


 




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such appraisals as are required by Applicable
Law of Material Real Estate Assets with respect to which Collateral Agent has been granted a Lien.


 


5.12       Interest
Rate Protection. No later than ninety (90) days following the Third Restatement Date and at all times thereafter until the
third anniversary of the Third Restatement Date, Borrower shall obtain and cause to be maintained protection against fluctuations
in interest rates pursuant to one or more Interest Rate Agreements in form and substance reasonably satisfactory to Administrative
Agent, in order to ensure that for a period of not less than three years after the Third Restatement Date, no less than 35% of
the aggregate principal amount of the total Indebtedness for borrowed money of Borrower and its Subsidiaries then outstanding is
either (i) subject to such Interest Rate Agreements or (ii) Indebtedness that bears interest at a fixed rate.


 


5.13       Further
Assurances. At any time or from time to time, each Credit Party will, at its expense, promptly execute, acknowledge and deliver
such further documents and do such other acts and things as Administrative Agent or Collateral Agent may reasonably request in
order to effect fully the purposes of the Credit Documents. In furtherance and not in limitation of the foregoing, each Credit
Party shall take such actions as Administrative Agent or Collateral Agent may reasonably request from time to time to ensure that
the Obligations are guaranteed by the Guarantors and are secured by substantially all of the assets of Borrower and the other Guarantors
(subject to the limitations contained herein and in the other Credit Documents).


 


5.14       Maintenance
of Ratings. At all times, Borrower shall use commercially reasonable efforts to maintain (x) a corporate family rating issued
by Moody’s and a corporate credit rating issued by S&P and (y) public ratings issued by Moody’s and S&P with
respect to its senior secured debt.


 


5.15       Post-Closing
Matters. Borrower and its Subsidiaries, as applicable, agree to execute and deliver the documents and take the actions set
forth on Schedule 5.15, in each case within the time limits specified on such schedule (unless Administrative Agent, in its sole
and absolute discretion, shall have agreed to any particular longer period).


 


5.16       Canadian
Employee Benefit Plans. Each Canadian Credit Party shall:


 


(a)       with
respect to each Canadian Pension Plan, pay all contributions, premiums and payments when due in accordance with its terms and applicable
law; and


 


(b)       promptly
deliver to the Administrative Agent copies of: (A) annual information returns, actuarial valuations and any other reports which
have been filed with a Governmental Authority with respect to each Canadian Pension Plan; and (B) any direction, order, notice,
ruling or opinion that a Canadian Credit Party may receive from a Governmental Authority with respect to any Canadian Employee
Benefit Plan.


 


SECTION 6. NEGATIVE COVENANTS


 


Each Credit Party covenants and agrees that,
so long as any Commitment is in effect and until payment in full of all principal of and interest on each Loan and all fees, expenses
and other amounts (other than contingent amounts not yet due) payable under any Credit Document and cancellation or expiration
of all Letters of Credit, such Credit Party shall perform, and shall cause each of its Subsidiaries to perform, all covenants in
this Section 6.


 


6.1       Indebtedness.
No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or guaranty,
or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except:


 


		(a)	the Obligations;



 


		(b)	Senior Notes in an aggregate principal amount not to
exceed $4,350,000,000;



 




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(c)       Indebtedness
of any Subsidiary of Borrower to Borrower or any other such Subsidiary or of Borrower to any of its Subsidiaries; provided
that (i) all such Indebtedness, if owed to a Credit Party, shall be evidenced by the Intercompany Note or another promissory note
and shall be subject to a First Priority Lien pursuant to the applicable Collateral Document, (ii) all such Indebtedness owing
by a Credit Party to a Subsidiary that is not a Credit Party shall be unsecured and subordinated in right of payment to the payment
in full of the Obligations pursuant to the terms of a subordination agreement with respect to such Indebtedness substantially in
the form of Exhibit J-2 among the Credit Parties and such Subsidiaries party to such Indebtedness and (iii) in respect of any Indebtedness
owing by a Subsidiary that is not a Credit Party to a Credit Party, such Indebtedness is permitted as an Investment under the proviso
to Section 6.6(d);


 


(d)       Indebtedness
incurred by Borrower or any of its Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price
or similar obligations (including Indebtedness consisting of the deferred purchase price of property acquired in a Permitted Acquisition)
or from guaranties or letters of credit, surety bonds, performance bonds or similar obligations securing the performance of Borrower
or any such Subsidiary pursuant to such agreements, in connection with Permitted Acquisitions or permitted dispositions of any
business, assets or Subsidiary of Borrower or any of its Subsidiaries;


 


(e)       Indebtedness
which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred
in the ordinary course of business;


 


(f)       Indebtedness
in respect of netting services, overdraft protections and otherwise in connection with deposit accounts;


 


(g)       guaranties
in the ordinary course of business of the obligations of suppliers, customers, franchisees of and licensees to and of Borrower
and its Subsidiaries;


 


(h)       guaranties
by Borrower of Indebtedness of a Subsidiary of Borrower or guaranties by a Subsidiary of Borrower of Indebtedness of Borrower or
any other such Subsidiary, in each case with respect to Indebtedness otherwise permitted to be incurred pursuant to this Section
6.1; provided that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations,
the guaranty thereof shall be unsecured and/or subordinated to the Obligations to the same extent and (ii) in respect of any guaranty
by a Credit Party of Indebtedness of a Subsidiary that is not a Credit Party, such guaranty is permitted as an Investment under
Section 6.6(d);


 


(i)       Indebtedness
described in Schedule 6.1 (other than Indebtedness described in clauses (a) or (b) of this Section 6.1);


 


(j)       Indebtedness
of Borrower or its Subsidiaries with respect to Capital Leases or purchase money Indebtedness in an aggregate principal amount
at any time outstanding not to exceed the greater of (x) $50,000,000 and (y) 1.00% of Consolidated Total Assets; provided,
any such Indebtedness shall be secured only by the asset acquired in connection with the incurrence of such Indebtedness;


 


(k)       Indebtedness
of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Subsidiary of Borrower or Indebtedness
attaching to assets that are acquired by Borrower or any of its Subsidiaries, in each case after the Third Restatement Date; provided
that (x) on a Pro Forma Basis (including, for the avoidance of doubt, Subordinated Indebtedness) after giving effect to the incurrence
of such Indebtedness (including the use of proceeds thereof), the Leverage Ratio of Borrower shall be less than or equal to 5.25
to 1.00, as of the last day of the most recently ended Fiscal Quarter for which financial statements were required to have been
delivered pursuant to Section 5.1(a) or (b), (y) such Indebtedness existed at the time such Person became a Subsidiary or at the
time such assets were acquired and, in each case, was not created in anticipation thereof and (z) such Indebtedness is not guaranteed
in any respect by Borrower or any Subsidiary (other than by any such Person that so becomes a Subsidiary);


 




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(l)       Indebtedness
representing the deferred purchase price of property (including Intellectual Property) or services, including earn-out obligations,
purchase price adjustments, escrow arrangements or other arrangements representing deferred payments incurred in connection with
the acquisition of equity or assets permitted or consented to hereunder;


 


(m)       (i)
Indebtedness under any Hedge Agreement (and any guarantees thereof), (ii) Indebtedness under any Cash Management Agreement (and
any guarantees thereof) and (iii) Indebtedness arising under any Currency Agreement or Interest Rate Agreement (and, in each case,
any guarantees thereof), including any extensions thereof and such increases, if any, as shall result when the underlying obligations
of such agreements are marked to market or increased to address accrued interest on the obligation relating to such agreement;
provided, that, with respect to Indebtedness under Hedge Agreements, Interest Rate Agreements or Currency Agreements (or
Guarantees thereof), such Indebtedness is entered into in the ordinary course of business and not for speculative purposes;


 


(n)       Indebtedness
in respect of performance and surety bonds and completion guarantees provided by Borrower or any of its Subsidiaries;


 


(o)       Indebtedness
of Borrower or any Subsidiary as an account party in respect of trade letters of credit;


 


(p)       other
Indebtedness (including, for the avoidance of doubt, Subordinated Indebtedness) of Borrower or any Guarantor in an aggregate principal
amount not to exceed $750,000,000;


 


(q)       other
Indebtedness (including, for the avoidance of doubt, Subordinated Indebtedness) of Borrower or any Guarantor; provided that
on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness (including the use of proceeds thereof including,
without limitation, after the date of incurrence or issuance of any such Indebtedness pursuant to any escrow arrangement, delayed
draw, delayed closing or similar or analogous arrangement), (x) no Default or Event of Default has occurred and is continuing
or would result therefrom and (y) the Leverage Ratio of Borrower and its Subsidiaries shall be less than or equal to
5.25 to 1.00, as of the last day of the most recently ended Fiscal Quarter for which financial statements were required to have
been delivered pursuant to Section 5.1(a) or (b);


 


(r)       provided
that no Default or Event of Default has occurred and is continuing or would result therefrom, the incurrence or issuance by Borrower
or any Subsidiary of Borrower of Indebtedness which serves to extend, replace, refund, renew, defease or refinance any Indebtedness
incurred as permitted under clause (a), (b), (i), (j), (k), (p), (q),
(r), (s) or,
(v), (w) or (x) of this Section 6.1 or any Indebtedness issued
to so extend, replace, refund, renew, defease or refinance such Indebtedness, or any Indebtedness, including additional Indebtedness,
incurred to pay premiums (including tender premiums), defeasance costs and fees and expenses in connection therewith (the “Refinancing
Indebtedness”); provided, however, that such Refinancing Indebtedness:


 


(1)       has
a final maturity date later than the date that is 91 days after the latest Term Loan Maturity Date, and has a weighted average
life to the date of the latest Term Loan Maturity Datematurity
that is not less than the weighted average life to the date of the latest Term Loan Maturity Datematurity
of the Indebtedness being extended, replaced, renewed, defeased, refunded or refinanced,


 


(2)       to
the extent such Refinancing Indebtedness extends, replaces, refunds, renews, defeases or refinances (x) Indebtedness subordinated
or pari passu to the Obligations, such Refinancing Indebtedness is subordinated or pari passu to the Obligations at least to the
same extent (as determined in good faith by the board of directors of Borrower) as the Indebtedness being extended, replaced, renewed,
defeased, refinanced or refunded or (y) Disqualified Equity Interests such Refinancing Indebtedness must be Disqualified Equity
Interests,


 




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(3)       shall
have direct and contingent obligors that are the same as (or, in the case of contingent obligors, no more expansive than) the direct
and contingent obligors, respectively, of the refinanced Indebtedness,


 


(4)       shall
not be secured by any assets that were not required to be used to secure the Indebtedness being extended, replaced, renewed, defeased,
refunded or refinanced, and


 


(5)        to
the extent such Refinancing Indebtedness extends, replaces, refunds, renews, defeases or refinances Indebtedness incurred as permitted
under clause (a) of this Section 6.1; the covenants, events of default, guarantees, collateral and other terms of such Refinancing
Indebtedness (other than interest rate and redemption premiums), taken as a whole, are not more restrictive to Borrower or any
of its Subsidiaries than those in this Agreement, as determined by the Borrower in good faith;


 


(s)       Permitted
Secured Notes;


 


(t)       Indebtedness
owed to any Person (including obligations in respect of letters of credit for the benefit of such Person) providing workers’
compensation, health, death, disability or other employee benefits or property, casualty or liability insurance or self-insurance,
or other Indebtedness regarding workers’ compensation claims pursuant to reimbursement or indemnification obligations to
such Person, in each case incurred in the ordinary course of business;


 


(u)       Indebtedness
of Borrower or any of its Subsidiaries consisting of (x) the financing of insurance premiums or (y) take-or-pay obligations contained
in supply arrangements, in each case, incurred in the ordinary course of business;


 


(v)       Indebtedness
of Subsidiaries of Borrower (other than Biovail Insurance and any other such Subsidiary that is not permitted by Applicable Law
to guaranty the Obligations) that are not Credit Parties and that are organized under the laws of any jurisdiction other than the
United States of America consisting of working capital credit facilities in an aggregate principal amount at any time outstanding
under this clause (v) not to exceed the greatest of (i) 2.5% of the consolidated total revenues for the four Fiscal Quarter period
most recently ended, (ii) 2.5% of the consolidated total assets, as determined in accordance with GAAP, as of the applicable date
of determination, in each case of subclause (i) and (ii), of all Subsidiaries of Borrower (other than Biovail Insurance and any
other such Subsidiary that is not permitted by Applicable Law to guaranty the Obligations) that are not Credit Parties, and (iii)
$40,000,000;


 


(w)       the
Bausch & Lomb Unsecured Debt; and


 


(x)       the
Sun Unsecured Debt.


 


6.2       Liens.
No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit
to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods
or accounts receivable) of Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, or any income, profits
or royalties therefrom, or file or permit the filing of any financing statement or other similar notice of any Lien with respect
to any such property, asset, income, profits or royalties under the UCC of any State, the PPSA of any province or territory or
under any similar recording or notice statute of jurisdictions in which Credit Parties are organized or under any applicable intellectual
property laws, rules or procedures, except:


 


(a)       Liens
in favor of Collateral Agent for the benefit of Secured Parties granted pursuant to any Credit Document;


 


(b)       Liens
for Taxes not yet due and payable or that are being contested in accordance with Section 5.3;


 




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(c)       statutory
Liens of landlords, banks (and rights of set-off), of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and
other Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or ERISA or
a violation of Section 436 of the Internal Revenue Code or, in respect of a Canadian Credit Party, a Lien imposed pursuant to pension
benefits standards legislation; provided that, in each case, such Liens shall be governed by Sections 5.1(g), 5.1(h), 8.1(j)
and 8.1(k) and not this Section 6.2), in each case incurred in the ordinary course of business (i) for amounts not yet overdue
or (ii) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of five days) are
being contested in good faith by appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as
shall be required by GAAP shall have been made for any such contested amounts;


 


(d)       Liens
incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types
of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government
contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the
payment of borrowed money or other Indebtedness), so long as no foreclosure, sale or similar proceedings have been commenced with
respect to any portion of the Collateral on account thereof;


 


(e)       easements,
rights of way, restrictions, encroachments, encumbrances and other minor defects or irregularities in title, in each case which
do not and will not interfere in any material respect with the ordinary conduct of the business of Borrower or any of its Subsidiaries;


 


(f)       any
interest or title of a lessor, lessee, sublessor or sublessee under any lease or sublease permitted hereunder and any interest
or title of a licensor, licensee, sublicensor or sublicensee under any license or sublicense permitted hereunder;


 


(g)       Liens
solely on any cash earnest money deposits, escrow arrangements or similar arrangements made by Borrower or any of its Subsidiaries
in connection with any letter of intent or purchase agreement permitted hereunder;


 


(h)       purported
Liens evidenced by the filing of precautionary UCC or PPSA financing statements (or any similar precautionary filings) relating
solely to operating leases of personal property entered into in the ordinary course of business;


 


(i)       Liens
in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the
importation of goods;


 


(j)       any
zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property;


 


(k)       outbound
licenses of patents, copyrights, trademarks and other Intellectual Property rights granted by Borrower or any of its Subsidiaries
in the ordinary course of business and not interfering in any material respect with the ordinary conduct of, or materially detracting
from the aggregate value of, the business of Borrower or such Subsidiary (taking into account the value of the license as well);


 


(l)       Liens
described in Schedule 6.2 or on a title report delivered pursuant to Section 3.1(e)(iii) of the Original Credit Agreement and any
modifications, renewals and extensions thereof and any Lien granted as a replacement or substitute therefor; provided that
(x) such Lien shall not apply to any other property or asset of Borrower or any Subsidiary other than improvements thereon or proceeds
from the disposition of such asset and (y) such Lien shall secure only those obligations which it secures on the date hereof and
any refinancing, extensions, renewals or replacements thereof that do not increase the outstanding principal amount thereof (except
by an amount not greater than accrued and unpaid interest with respect to such original obligations and any premium, fees, costs
and expenses incurred in connection with such extension, renewal or refinancing) and, in the case of any such obligations constituting
Indebtedness, that are permitted under Section 6.1(r) as Refinancing Indebtedness in respect thereof;


 




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(am)        Liens
securing Indebtedness permitted pursuant to Section 6.1(j) (and any Refinancing Indebtedness in respect thereof permitted under
Section 6.1(r)); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness;


 


(an)        Liens
securing Indebtedness permitted by Sections 6.1(k) (and any Refinancing Indebtedness in respect thereof permitted under Section
6.1(r)), provided any such Lien shall encumber only those assets which secured such Indebtedness at the time such assets
were acquired by Borrower or its Subsidiaries;


 


(bo)        other
Liens on assets other than the Collateral securing obligations in an aggregate principal amount not to exceed 1.25% of Consolidated
Total Assets at any time outstanding;


 


(cp)        Liens
securing Indebtedness permitted by Section 6.1(m);


 


(dq)        Liens
arising out of judgments, decrees, orders or awards that do not constitute an Event of Default under Section 8.1(h);


 


(er)        Liens
securing Indebtedness permitted by Sections 6.1(q) and (s); (provided
that either (x) on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness (and the use of proceeds thereof)
Borrower and its Subsidiaries shall be in compliance with each of the covenants set forth in Section
6.7the Secured Leverage Ratio shall not exceed 3.00
to 1.0 as of the last day of the most recently ended Fiscal Quarter, as if such Indebtedness had been outstanding on
the last day of such Fiscal Quarter or (y) the Cash proceeds of Indebtedness secured by such Liens are applied to prepay Term Loans
in accordance with Section 2.15) and any Refinancing Indebtedness in
respect thereof permitted under Section 6.1(r);


 


(fs)        Liens
on assets of any Subsidiary of Borrower (other than Biovail Insurance and any other such Subsidiary that is not permitted by Applicable
Law to guaranty the Obligations) that is not a Credit Party and that is organized in a jurisdiction other than the United States
of America to the extent such Liens secure Indebtedness of such Subsidiary permitted under Section 6.1(v);


 


(gt)        Liens
granted by any Canadian Credit Party to a landlord to secure the payment of rent and other obligations under a lease with such
landlord for premises situated in the Province of Québec; provided that such Lien (i) is limited to the tangible
assets located at or about such leased premises and (ii) is incurred in the ordinary course of business (a) for amounts not yet
overdue or (b) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of five days)
are being contested in good faith by appropriate proceedings, so long as such reserves or other appropriate provisions, if any,
as shall be required by GAAP shall have been made for any such contested amounts;


 


(hu)        Liens
arising by reason of deposits necessary to obtain standby letters of credit in the ordinary course of business;


 


(iv)        Liens
in connection with repurchase obligations referred to in clause (vi) of the definition of the term “Cash Equivalents”;


 


(jw)        in
connection with the sale or transfer of any Equity Interests or other assets in a transaction permitted by Section 6.8, customary
rights and restrictions contained in agreements relating to such sale or transfer pending the completion thereof;


 


(kx)        in
the case of any Joint Venture, any put and call arrangements related to its Equity Interests set forth in its Organizational Documents
or any related joint venture or similar agreement;


 


(ly)        Liens
in the nature of the right of setoff in favor of counterparties to contractual agreements with Borrower or any of its Subsidiaries
in the ordinary course of business; and


 




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(mz)        Liens
in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the
importation of goods in the ordinary course of business.


 


provided, however, that no reference herein to
Liens permitted hereunder (including Permitted Liens), including any statement or provision as to the acceptability of any Liens
(including Permitted Liens), shall in any way constitute or be construed as to provide for a subordination of any rights of the
Agents, Lenders or other Secured Parties hereunder or arising under any of the other Credit Documents in favor of such Liens.


 


6.3       No
Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness
or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale or other sale or disposition permitted by
Section 6.8, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained
in leases, licenses, agreements in connection with a Permitted Majority Investment, Joint Venture agreements and similar agreements
entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured
by such Liens or the property or assets subject to such Liens or the property or assets subject to such leases, licenses, agreements
in connection with a Permitted Majority Investment, Joint Venture agreements and similar agreements, as the case may be), (c) restrictions
and conditions imposed by law, and (d) restrictions identified on Schedule 6.3, no Credit Party nor any of its Subsidiaries shall
enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned
or hereafter acquired, to secure the Obligations.


 


6.4       Restricted
Junior Payments. No Credit Party shall, nor shall it permit any of its Subsidiaries through any manner or means or through
any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set
apart, any sum for any Restricted Junior Payment except for:


 


(a)       the
declaration and payment of dividends or the making of other distributions,
order, payment, making or setting apart (or any agreement to do any of the foregoing) of any Restricted Junior Payment
by any Subsidiary of Borrower ratably to its direct equity holders (provided
that any Credit Party may receive a greater than ratable portion of such Restricted Junior Payment);


 


(b)       the
redemption, repurchase, retirement, defeasance or other acquisition of any Equity Interests, including any accrued and unpaid dividends
thereon, or Subordinated Indebtedness of Borrower or any Equity Interests of any direct or indirect parent company of Borrower,
in exchange for, or out of the proceeds of, the substantially concurrent sale (other than to a Subsidiary) of, Equity Interests
of Borrower or any direct or indirect parent company of Borrower to the extent contributed to Borrower (in each case, other than
any Disqualified Equity Interests) or Subordinated Indebtedness incurred under Section 6.1; provided that any such Subordinated
Indebtedness shall be Refinancing Indebtedness;


 


(c)       refinancings
of Indebtedness permitted by Section 6.1;


 


(d)       any
Restricted Junior Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests
(other than Disqualified Equity Interests) of Borrower held by any future, present or former employee, director, officer or consultant
of Borrower or any of its Subsidiaries or any direct or indirect parent companies pursuant to any management equity plan or stock
option plan or any other management or employee benefit plan or agreement (including, for the avoidance of doubt, any principal
and interest payable on any notes issued by Borrower or any direct or indirect parent company of Borrower in connection with any
such repurchase, retirement or other acquisition), or any stock subscription or shareholder agreement, including any Equity Interest
rolled over by management of Borrower or any direct or indirect parent company of Borrower in connection with the 2010 Transactions;
provided, that the aggregate amount of Restricted Junior Payments made under this clause (d) shall not exceed in any calendar
year $25,000,000 (with unused amounts for any year being carried over to the next succeeding year, but not to any subsequent year,
and the permitted amount for each year shall be used prior to any amount carried over from the previous year); provided
further that such amount in any calendar year may be increased by an amount not to exceed:


 


(i)the cash proceeds of key man life insurance
policies received by Borrower or its Subsidiaries after the Original Closing Date; less


 




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(ii)        the amount of any Restricted Junior Payments
previously made with the cash proceeds described in subclause (i) of this clause (d);


 


(e)       cashless
repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a
portion of the exercise price of such options or warrants;


 


(f)       cash
payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible
into or exchangeable for Equity Interests of Borrower or any direct or indirect parent company of Borrower;


 


(g)       so
long as no Default or Event of Default has occurred and is continuing, (i) Borrower may repurchase shares of Borrower’s common
stock within six months before or after any conversion date for Borrower Convertible Notes, which repurchases may be in an aggregate
amount not to exceed the number of shares of Borrower’s common stock delivered upon conversion of Borrower Convertible Notes
on such conversion date and (ii) Borrower may repurchase shares of Borrower’s common stock within six months before or after
the settlement of any written call option agreements entered into in connection with the issuance of the VPI Convertible Notes,
which repurchases may be in an aggregate amount not to exceed the number of shares of Borrower’s common stock delivered upon
settlement of such written call options;


 


(h)       other
Restricted Junior Payments in an aggregate amount taken together with all other Restricted Junior Payments made pursuant to this
clause (h) not to exceed $350,000,000 (reduced on a dollar for dollar basis by outstanding Investments pursuant to clause (i) of
Section 6.6, other than Investments under such clause made using the CNI Growth Amount) at any time outstanding from and after
the Amendment No. 6 Effective Date; provided that such amount shall be increased (but not decreased) by the CNI Growth Amount
as in effect immediately prior to the time of making of such Restricted Junior Payment; and


 


(i)       Restricted
Junior Payments in connection with the Pre-Merger Special Dividend and/or the Post-Merger Special Dividend in an aggregate amount
not to exceed $10,000,000.


 


Notwithstanding the foregoing, until such
time that (i) the Borrower delivers (x) the 2015 Year End Financial Information and (y) the 2016
First Quarter Financial Information and (ii) the Leverage Ratio of the Borrower and its Subsidiaries is less than
4.00 to 1.00 as of the last day of the most recently ended Fiscal Quarter for which financial statements were required to have
been delivered pursuant to Sections 5.1(a) or (b), no Credit Party shall be permitted to declare, order, pay, make or set apart,
or agree to declare, order, pay, make or set apart any sum for any Restricted Junior Payment pursuant to Section 6.4(h) in
excess of $250,000,000; provided that the Credit Parties
may make such Restricted Junior Payments in an amount up to $200,000,000 (the “Amendment No. 12 Restricted
Junior Payment Basket”) (reduced on a dollar-for-dollar basis by (i) Permitted Acquisitions
consummated utilizing the Amendment No. 12 Permitted Acquisition Basket and (ii) Investments made pursuant to the
Amendment No. 12 Investment Basket).


 


6.5       Restrictions
on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of its Subsidiaries
to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the
ability of any Subsidiary of Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity
Interests owned by Borrower or any other Subsidiary of Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to
Borrower or any other Subsidiary of Borrower, (c) make loans or advances to Borrower or any other Subsidiary of Borrower, or (d)
transfer, lease or license any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions
(i) imposed by law or by any Credit Document, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) that impose
restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof (including any such
extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction
or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, (iii) by reason of
customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture agreements
and similar agreements entered into in the ordinary course of business, (iv) that are or were created by virtue of any transfer
of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited
under this


 




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Agreement, (v) in the case of any Subsidiary
that is not directly or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents
or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply
only to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5, and any amendments,
modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal
or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such
restriction or condition taken as a whole.


 


6.6       Investments.
No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any
Person, including any Joint Venture, except:


 


(a)       Investments
in Cash and Cash Equivalents;


 


(b)       equity
Investments owned as of the Third Restatement Date in any Subsidiary and Investments made after the Third Restatement Date in any
Guarantor;


 


(c)       Investments
(i) 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 and (ii) consisting of deposits, prepayments and other credits to
suppliers made in the ordinary course of business consistent with the past practices of Borrower or any of its Subsidiaries, as
applicable;


 


(d)       intercompany
loans and advances to the extent permitted under Section 6.1(c) and other Investments (i) in (including Guarantees of Indebtedness
of) any Credit Party and,
(ii) by any Credit Party in (including (without duplication
for purposes of the proviso to this clause (ii)) Guarantees of Indebtedness of) Subsidiaries of Borrower which are not Guarantors;
provided that such Investments under this clause (ii) shall not exceed at any one time outstanding an aggregate amount of
4.0% of Consolidated Total Assets and (iii) by any Subsidiary of the
Borrower that is not a Guarantor in (including Guarantees of Indebtedness of) any other Subsidiary of the Borrower that is not
a Guarantor;


 


(e)       Permitted
Interim Investments and intercompany loans and advances and capital contributions by Credit Parties to Subsidiaries that are not
Credit Parties in connection with any Permitted Interim Investment; provided, that, for the avoidance of doubt, the acquisition
of the remaining Equity Interests of a Person such that such Person becomes a wholly owned Subsidiary of Borrower shall either
(x) be subject to the provisions of Section 6.8(h) or (y) be made pursuant to and in compliance with Section 6.6(d)(ii) or 6.6(i);


 


(f)       loans
and advances to employees of Borrower and its Subsidiaries made in the ordinary course of business in an aggregate principal amount
not to exceed $25,000,000;


 


(g)       Permitted
Acquisitions permitted under Section 6.8;


 


(h)       Investments
described in Schedule 6.6 and any modification, replacement, renewal or extension thereof to the extent not involving an additional
Investment;


 


(i)       (a)
other Investments in an aggregate amount not to exceed $350,000,000 (reduced on a dollar for dollar basis by Restricted Junior
Payments pursuant to clause (h) of Section 6.4, other than Restricted Junior Payments under such clause made using the CNI Growth
Amount) at any time outstanding from and after the Amendment No. 6 Effective Date; provided that such amount shall be increased
(but not decreased) by the CNI Growth Amount as in effect immediately prior to the time of making of such Investments and (b) Investments
in Pele Nova Biotecnologia S.A. at any time outstanding not to exceed $8,000,000;


 


(j)       Investments
represented by (i) any Hedge Agreement (and any guarantees thereof), (ii) any Cash Management Agreement (and any guarantees thereof)
and (iii) any Interest Rate Agreement or


 




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Currency Agreement (and any guarantees
thereof); provided, that, with respect to Indebtedness under Hedge Agreements for Interest Rate Agreements or Currency Agreements
(or Guarantees thereof), such Indebtedness is entered into in the ordinary course of business and not for speculative purposes;


 


(k)       Investments
received in connection with the disposition of any asset permitted by Section 6.8;


 


(l)       Investments
(which may take the form of asset contributions) in (x) Joint Ventures consisting primarily of a Prescription Drug Business, (y)
Joint Ventures involving aesthetic product lines of Borrower or its Subsidiaries and consisting of any or all of the Sculptra,
Succeev, Artesense, Selphyl, Viscountour, Renova, Kinerase and Refissa products, and/or (z) Joint Ventures (in addition to those
described in clauses (x) and (y)) in an aggregate amount not exceeding 1.50% of Consolidated Total Assets in any calendar year
(with unused amounts for any year being carried over to the next succeeding year, but not to any subsequent year, and the permitted
amount for each year shall be used prior to any amount carried over from the previous year);


 


(m)       Investments
of any Person existing at the time such Person becomes a Subsidiary of Borrower or consolidates or merges with Borrower or any
of its Subsidiaries (including in connection with a Permitted Acquisition) and any modification, replacement, renewal or extension
thereof to the extent not involving an additional Investment so long as such Investments were not made in contemplation of such
Person becoming a Subsidiary of Borrower or of such consolidation or merger;


 


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


 


(o)       Investments
in the capital stock of non-wholly owned Subsidiaries in jurisdictions where Applicable Law does not permit Borrower to own 100%
of the capital stock of such Subsidiary; provided that, Borrower or one or more of its wholly owned Subsidiaries owns more
than 50% of such capital stock and the aggregate amount of Investments made pursuant to this subclause (o) shall not exceed $150,000,000
per annum (with unused amounts in any calendar year permitted to be carried over to the next succeeding calendar year, but not
to any subsequent year, and the amount permitted pursuant to this subclause (o) being used prior to the use of any unused amount
carried over from the previous year) (all such Investments pursuant to this subclause (o) “Permitted Majority Investments”).


 


Notwithstanding the foregoing, (a) in no
event shall any Credit Party make any Investment which results in or facilitates in any manner any Restricted Junior Payment not
otherwise permitted under the terms of Section 6.4, and (b)
until such time that (i) the Borrower delivers (x) the 2015 Year End Financial Information and
(y) the 2016 First Quarter Financial Information and (ii) the Leverage Ratio of the Borrower and its Subsidiaries
is less than 4.00 to 1.00 as of the last day of the most recently ended Fiscal Quarter for which financial statements were required
to have been delivered pursuant to Sections 5.1(a) or (b), no Credit Party shall, nor shall it permit any of its Subsidiaries to,
directly or indirectly, make or own any Investment (other than solely for Equity Interests of Borrower issued as part of such Investment)
in any Person, including any Joint Venture or any Unrestricted Subsidiary, pursuant to Section 6.6(i)(a) or (l)(z) in
excess of $250,000,000; provided that the Credit Parties
may make such Investments (A) in an amount up to $200,000,000 (the “Amendment No. 12 Investment Basket”)
(reduced on a dollar-for-dollar basis by (i) Permitted Acquisitions consummated utilizing the
Amendment No. 12 Permitted Acquisition Basket and (ii) Restricted Junior Payments made pursuant to the Amendment
No. 12 Restricted Junior Payment Basket). or
(B) in an amount up to $500,000,000 per annum (the “Amendment No. 14 Investment Basket”) (reduced on a dollar-for-dollar
basis by Permitted Acquisitions made pursuant to the Amendment No. 14 Permitted Acquisition Basket); provided that up to 50% of
the unused amount of the Amendment No. 14 Investment Basket in any annual period may be carried over to the immediately succeeding
annual period.


 


6.7       Financial
Covenants.


 


(a)       Interest
Coverage Ratio. Borrower shall not permit the Interest Coverage Ratio as of the last day of any Fiscal Quarter, beginning with
the Fiscal Quarter ending December 31, 2014, to be less than (i) 2.25:1.00 through the Fiscal Quarter ending March 31, 2016, (ii)
2.75:1.00 through the Fiscal Quarter ending June 30, 2016


 




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and,
(iii) 2.00:1.00 through the Fiscal Quarter ending December 31, 2016,
(iv) 1.50:1.00 through the Fiscal Quarter ending March 31, 2019 and (v) 1.75:1.00 for any Fiscal Quarter ending SeptemberJune
30, 20162019
and thereafter.


 


(b)       Secured
Leverage Ratio. Borrower shall not permit the Secured Leverage Ratio as of the last day of (i) the Fiscal Quarter ending December
31, 2011, to exceed 1.75 to 1.0 and,
(ii) any subsequent2.50
to 1.0 through the Fiscal Quarter, beginning with ending
December 31, 2016, (iii) 3.00 to 1.0 through the Fiscal Quarter ending March 31, 2012,
to exceed 2.50 to 1.02019 and (iv) 2.75 to 1.0 for any
Fiscal Quarter ending June 30, 2019 and thereafter.


 


The
provisions of this Section 6.7 are for the benefit of the Revolving Credit Lenders only and the Revolving Credit Lenders holding
more than 50% of the aggregate Revolving Exposure of all Lenders may amend, waive or otherwise modify this Section 6.7 or the defined
terms used solely for purposes of this Section 6.7 or waive any Default resulting from a breach of this Section 6.7 without the
consent of any Lenders other than the Revolving Credit Lenders holding more than 50% of the aggregate Revolving Exposure of all
Lenders.


 


6.8       Fundamental
Changes; Disposition of Assets; Acquisitions. No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter
into any transaction of merger, amalgamation, arrangement, reorganization or consolidation, or liquidate, wind up or dissolve itself
(or suffer any liquidation or dissolution), or convey, sell, lease or license, exchange, transfer or otherwise dispose of, in one
transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real,
personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by
purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and capital expenditures
in the ordinary course of business) the business or fixed assets of, or stock or other evidence of beneficial ownership of, any
Person or any division or line of business or other business unit of any Person, except:


 


(a)       any
Subsidiary of Borrower may be (i) merged or,
amalgamated or consolidated with or merged,
amalgamated or consolidated into Borrower or any other Subsidiary of Borrower; provided that (A) in the case
of such a merger or,
amalgamation or consolidation involving Borrower, Borrower
shall be the surviving Person or a Person that continues as ana
merged, amalgamated or consolidated corporation
and (B) in the case of such a merger or,
amalgamation or consolidation involving any other Guarantor
(and not involving Borrower), the surviving Person, or a Person that continues as ana
merged, amalgamated or consolidated corporation,
shall be a Guarantor; provided further that, in the case of this clause (B), solely for the purpose of internal corporate
tax restructuring, it is understood that any Guarantor may merge or,
amalgamate or consolidate with a non-Guarantor Subsidiary
so long as (x) such non-Guarantor Subsidiary merges or,
amalgamates or consolidates with the Borrower or a Guarantor
substantially simultaneous with, or no longer than one Business Day after the internal merger or,
amalgamation or consolidation involving a Guarantor, with
the surviving person, or the Person that continues as ana
merged, amalgamated or consolidated corporation
from such subsequent merger or,
amalgamation or consolidation being the Borrower or a Guarantor,
and (y) the Borrower shall certify to the Administrative Agent on the date of any such merger or,
amalgamation or consolidation that such merger or,
amalgamation or consolidation shall comply with this Section
6.8(a), or (ii) other than with respect to Borrower, reorganized,
liquidated, wound up or dissolved if Borrower determines in good faith that such reorganization,
liquidation, winding up or dissolution is in the best interest of Borrower and is not materially disadvantageous to the Lenders;


 


(b)       sales
or other dispositions of assets or property that do not constitute Asset Sales (which sales or other dispositions may take the
form of a merger, amalgamation or similar transaction);


 


(c)       Asset
Sales (which Asset Sale may take the form of a merger, amalgamation or similar transaction); provided that (1) the consideration
received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the
board of directors of Borrower (or similar governing body) of Borrower or the applicable Subsidiary or Credit Party for Asset Sales
with a fair market value in excess of $75,000,000), (2) no less than 75% thereof shall be paid in Cash, and (3) the Net
Asset Sale Proceeds thereof shall be applied as required by Section 2.14(a);


 


(d)       Asset
Sales consisting of obsolete, worn out or surplus assets or property, including, for greater certainty, Intellectual Property;


 




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(e)       Asset
Sales consisting of sale and leaseback transactions permitted by Section 6.10; provided that the Net Asset Sale Proceeds
in excess of $50,000,000 from any such Asset Sale shall be applied as required by Section 2.14(a);


 


(f)       Specified
Asset Disposition; provided that the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.14(a);


 


(g)       Asset
Sales of property to the extent that (i) such property is concurrently exchanged for credit against the purchase price of similar
replacement property or (ii) the proceeds of such Asset Sales are promptly applied to the purchase price of such replacement property;


 


(h)       Permitted
Acquisitions (which acquisition may take the form of a merger, amalgamation or similar transaction so long as such merger, amalgamation
or similar transaction would be permitted by clause (a) of this Section 6.8 if the acquired Person was, initially, a Subsidiary
of Borrower); provided that (x) in respect of acquisitions of assets that are not or have
not become subject to the Collateral Documentsby Persons
that are not Credit Parties and/or acquisitions of Equity Interests of Persons (other than Excluded Subsidiaries) that
do not become Guarantors or are not owned by a Credit Party, the consideration (other than Equity Interests of Borrower issued
in payment of a portion of such consideration and the net proceeds of the issuance of Equity Interests of Borrower to the extent
used to pay a portion of such consideration) shall not exceed, collectively with any Investments then outstanding under Section
6.6(d)(ii) in Persons other than Credit Parties (without duplication of any such Investments then outstanding under Section 6.6(d)(ii)),
4.0% of Consolidated Total Assets per Fiscal Year and (y) immediately prior to such Permitted Acquisition and on a Pro Forma Basis
after giving effect thereto, Borrower and its Subsidiaries shall be in compliance with each of the covenants set forth in Section
6.7 as of the last day of the most recently ended Fiscal Quarter;


 


(i)       Investments
made in accordance with Section 6.6, other than pursuant to clause (g) thereof (which Investment may take the form of (x) a merger,
amalgamation or similar transaction so long as such merger, amalgamation or similar transaction would be permitted by clause (a)
of this Section 6.8 if the acquired Person was, initially, a Subsidiary of Borrower or (y) the acquisition by purchase or otherwise
of the business or fixed assets of any Subsidiary or any division or line of business or other business unit of any Subsidiary
(including any such acquisition that would not constitute an Investment, so long as such acquisition (1) would be permitted by
Section 6.6(d) if such acquisition were of Securities or Equity Interests of such Subsidiary or a division or line of business
or other business unit of such Subsidiary and/or (2) is between and/or among Credit Parties));


 


(j)       Liens
incurred in compliance with Section 6.2;


 


(k)       dispositions
of investments in Joint Ventures, to the extent required by, or made pursuant to buy/sell arrangements between the joint venture
parties set forth in joint venture arrangements and similar binding arrangements; provided that the consideration received
shall be in an amount at least equal to the fair market value thereof (determined in good faith by the board of directors of Borrower;
provided that any Net Asset Sale Proceeds from any such disposition shall be applied as required by Section 2.14(a);


 


(l)       the
disposition by Dow Pharmaceutical Sciences, Inc. of its Equity Interests in Bioskin GmbH, a company with limited liability organized
under the laws of Germany; provided that any Net Asset Sale Proceeds from any such disposition shall be applied as required
by Section 2.14(a);


 


(m)       Asset
Sales in connection with any Acquisition or the Bausch & Lomb Acquisition, for regulatory reasons; provided that any
Net Asset Sale Proceeds therefrom shall be applied as required by Section 2.14(a);


 


(n)       the
Acquisitions; and


 




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(o)       Asset
Sales by Sanitas AB of real property; provided that any Net Asset Sale Proceeds from any such disposition shall be applied
as required by Section 2.14(a).


 


For purposes of clause (c) of this Section
6.8, each of the following will be deemed Cash:


 


(i)       any
liabilities, as shown on Borrower’s most recent consolidated balance sheet, of Borrower or any of its Subsidiaries (other
than contingent liabilities and liabilities that are by their terms subordinated to the Loans) that are assumed by the transferee
of any such assets pursuant to an agreement that releases Borrower or such Subsidiary from further liability;


 


(ii)       any
securities, notes or other obligations received by Borrower or any such Subsidiary from such transferee that are converted by Borrower
or such Subsidiary into Cash within 180 days after the consummation of the applicable Asset Sale, to the extent of the Cash received
in that conversion; and


 


(iii)       any
Designated Noncash Consideration having an aggregate fair market value that, when taken together with all other Designated Noncash
Consideration previously received and then outstanding, does not exceed at the time of the receipt of such Designated Noncash Consideration
(with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving
effect to subsequent changes in value) the greater of $100,000,000 or 1.00% of Consolidated Total Assets.


 


6.9       Disposal
of Subsidiary Interests. Except for any sale of alldirect
or indirect sale, assignment, pledge or other encumbrance or disposition of its interests in the Equity Interests of
any of its Subsidiaries in compliance with the provisions of SectionSections
6.2, 6.6 and 6.8, no Credit Party shall, nor shall it permit any of its Subsidiaries to directly or indirectly sell,
assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to another Credit Party
(subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable
Law.


 


6.10       Sales
and Leasebacks. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, become or remain
liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed),
whether now owned or hereafter acquired, which such Credit Party (a) has sold or transferred or is to sell or to transfer to any
other Person (other than Borrower or any of its Subsidiaries), or (b) intends to use for substantially the same purpose as any
other property which has been or is to be sold or transferred by such Credit Party to any Person (other than Borrower or any of
its Subsidiaries) in connection with such lease, except for any such sale and subsequent lease of any fixed or capital assets by
a Credit Party or any of its Subsidiaries that is made for Cash consideration in an amount not less than the fair value of such
fixed or capital asset and is consummated within 90 days after such Credit Party or such Subsidiary acquires or completes the construction
of such fixed or capital asset, provided that, if such sale and leaseback results in Indebtedness with respect to Capital
Leases, such Indebtedness is permitted by Section 6.1(j) and any Lien made the subject of such Indebtedness is permitted by Section
6.2(m).


 


6.11       Transactions
with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly,
enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering
of any service) with any Affiliate of Borrower on terms that are less favorable to Borrower or that Subsidiary, as the case may
be, than those that might be obtained at the time from a Person who is not such an Affiliate; provided that the foregoing
restriction shall not apply to (a) any transaction between or among Borrower and the Guarantors; (b) reasonable and customary fees
paid to members of the board of directors (or similar governing body) of Borrower or of its Subsidiaries; (c) compensation arrangements
(including severance arrangements to the extent approved by a majority of the disinterested members of Borrower’s or the
applicable Subsidiary’s board of directors (or similar governing body) or the applicable committee thereof) for present or
former officers and other employees of Borrower or of its Subsidiaries entered into in the ordinary course of business; (d) transactions
described in Schedule 6.11; (e) any Restricted Junior Payment permitted pursuant to Section 6.4; (f) indemnities provided for the
benefit of, directors, officers or employees of Borrower or of its Subsidiaries in the ordinary course of business; and (g) loans
and advances to employees of Borrower or of its Subsidiaries permitted by Section 6.6(f) (as well as advances to employees contemplated
by clause (iii) of the defined term “Investment”).


 




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6.12       Conduct
of Business. From and after the Third Restatement Date, no Credit Party shall, nor shall it permit any of its Subsidiaries
to, engage in any business other than (i) the businesses engaged in by such Credit Party or Subsidiary on the Third Restatement
Date and similar or related or ancillary businesses and (ii) such other lines of business as may be consented to by Requisite Lenders.


 


6.13       Amendments
or Waivers with Respect to Subordinated Indebtedness. No Credit Party shall, nor shall it permit any of its Subsidiaries to,
amend or otherwise change the terms of any Subordinated Indebtedness, if such amendment or change would be materially adverse to
any Credit Party or Lenders.


 


6.14       Amendments
or Waivers of Organizational Documents. No Credit Party shall, nor shall it permit any of its Subsidiaries to, agree to any
amendment, restatement, supplement or other modification to, or waiver of, any of its Organizational Documents after the Third
Restatement Date that is materially adverse to such Credit Party or such Subsidiary, as applicable, and to the Lenders.


 


6.15       Fiscal
Year. No Credit Party shall, nor shall it permit any of its Subsidiaries to, change its Fiscal Year end from December 31.


 


6.16       Specified
Subsidiary Dispositions. Borrower will not, and will not permit any Subsidiary to, sell, transfer, lease or otherwise dispose
of the Equity Interests it holds in Biovail Insurance.


 


6.17       Biovail
Insurance. Borrower will not permit Biovail Insurance to (i) carry on any business other than the business of an Exempt Insurance
Company as defined under the Exempt Insurance Act of Barbados for the purpose of insuring Borrower and/or some or all of its Subsidiaries
or (ii) cancel, terminate or otherwise amend or modify the Biovail Insurance Trust Indenture.


 


6.18       Establishment
of Defined Benefit Plan. No Credit Party shall (a) sponsor, administer, maintain, contribute to, participate in or assume or
incur any liability in respect of, any Defined Benefit Plan, or (b) acquire an interest in any Person if such Person sponsors,
administers, maintains, contributes to, participates in or has any liability in respect of, any Defined Benefit Plan, other than,
with respect to clauses (a) and (b), Defined Benefit Plans that do not, in the aggregate, have a solvency deficit in excess of
$10,000,000 at any time.


 


6.19       Use
of Proceeds. The Borrower will not request any Borrowing or Letter of Credit, and the
Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and
agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay,
or authorization of the payment or giving of money, or anything else of value, to any person in violation of any Anti-Corruption
Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned
Person, or in any Sanctioned Country, to the extent such activities, business or transaction would be prohibited by Sanctions if
conducted by a corporation incorporated in the United States or in a European Union member state, or (C) in any manner that would
result in the violation of any Sanctions applicable to any party hereto.


 


SECTION 7. GUARANTY


 


7.1       Guaranty
of the Obligations. Subject to the provisions of the Contribution Agreement, Guarantors jointly and severally hereby irrevocably
and unconditionally guaranty to Administrative Agent for the ratable benefit of the Beneficiaries the due and punctual payment
in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration,
demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of
the Bankruptcy Code, 11 U.S.C. § 362(a) or other Insolvency Laws) (collectively, the “Guaranteed Obligations”).


 


7.2       Contribution
by Guarantors. Each of the Guarantors shall be party to, and subject to the terms of, the Contribution Agreement.


 


7.3       Payment
by Guarantors. Subject to the Contribution Agreement, Guarantors hereby jointly and severally agree, in furtherance of the
foregoing and not in limitation of any other right which any Beneficiary may


 




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have at law or in equity against any Guarantor
by virtue hereof, that upon the failure of Borrower to pay any of the Guaranteed Obligations when and as the same shall become
due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that
would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)
or analogous provisions of other Insolvency Laws), Guarantors will upon demand pay, or cause to be paid, in Cash, to Administrative
Agent for the ratable benefit of Beneficiaries, an amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations
then due as aforesaid, accrued and unpaid interest on such Guaranteed Obligations (including interest which, but for Borrower’s
becoming the subject of a case or proceeding under any Insolvency Law, would have accrued on such Guaranteed Obligations, whether
or not a claim is allowed against Borrower for such interest in the related bankruptcy case) and all other Guaranteed Obligations
then owed to Beneficiaries as aforesaid.


 


7.4       Liability
of Guarantors Absolute. To the extent permitted under Applicable Law, each Guarantor agrees that its obligations hereunder
are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal
or equitable discharge of a guarantor or surety other than satisfaction in full of the Guaranteed Obligations. In furtherance of
the foregoing and without limiting the generality thereof, each Guarantor agrees as follows:


 


(a)       this
Guaranty is a guaranty of payment and performance when due and not of collectability. This Guaranty is a primary obligation of
each Guarantor and not merely a contract of surety;


 


(b)       to
the extent permitted under Applicable Law, Administrative Agent may enforce this Guaranty upon the occurrence of an Event of Default
notwithstanding the existence of any dispute between Borrower and any Beneficiary with respect to the existence of such Event of
Default;


 


(c)       the
obligations of each Guarantor hereunder are independent of the obligations of Borrower and the obligations of any other guarantor
(including any other Guarantor) of the obligations of Borrower, and a separate action or actions may be brought and prosecuted
against such Guarantor whether or not any action is brought against Borrower or any of such other guarantors and whether or not
Borrower is joined in any such action or actions;


 


(d)       payment
by any Guarantor of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any
Guarantor’s liability for any portion of the Guaranteed Obligations which has not been paid. Without limiting the generality
of the foregoing, if Administrative Agent is awarded a judgment in any suit brought to enforce any Guarantor’s covenant to
pay a portion of the Guaranteed Obligations, such judgment shall not be deemed to release such Guarantor from its covenant to pay
the portion of the Guaranteed Obligations that is not the subject of such suit, and such judgment shall not, except to the extent
satisfied by such Guarantor, limit, affect, modify or abridge any other Guarantor’s liability hereunder in respect of the
Guaranteed Obligations;


 


(e)       any
Beneficiary, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability
hereof or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s liability hereunder,
from time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner
or terms of payment of the Guaranteed Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any offer
of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate
the payment of the same to the payment of any other obligations; (iii) request and accept other guaranties of the Guaranteed Obligations
and take and hold security for the payment hereof or the Guaranteed Obligations; (iv) release, surrender, exchange, substitute,
compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of the
Guaranteed Obligations, any other guaranties of the Guaranteed Obligations, or any other obligation of any Person (including any
other Guarantor) with respect to the Guaranteed Obligations; (v) enforce and apply any security now or hereafter held by or for
the benefit of such Beneficiary in respect hereof or the Guaranteed Obligations and direct the order or manner of sale thereof,
or exercise any other right or remedy that such Beneficiary may have against any such security, in each case as such Beneficiary
in its discretion may determine consistent herewith or the applicable Hedge Agreement or Cash


 




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Management Agreement and any applicable
security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or
not every aspect of any such sale is commercially reasonable, and even though such action operates to impair or extinguish any
right of reimbursement or subrogation or other right or remedy of any Guarantor against Borrower or any security for the Guaranteed
Obligations; and (vi) exercise any other rights available to it under the Credit Documents or any Hedge Agreements or any Cash
Management Agreements; and


 


(f)       this
Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any reduction,
limitation, impairment, discharge or termination for any reason (other than payment in full of the Guaranteed Obligations), including
the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (i) any
failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order
of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy
(whether arising under the Credit Documents or any Hedge Agreements or any Cash Management Agreements, at law, in equity or otherwise)
with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security
for the payment or performance of the Guaranteed Obligations; (ii) any rescission, waiver, amendment or modification of, or any
consent to departure from, any of the terms or provisions (including provisions relating to events of default) hereof, any of the
other Credit Documents, any of the Hedge Agreements, any of the Cash Management Agreements or any agreement or instrument executed
pursuant thereto, or of any other guaranty or security for the Guaranteed Obligations, in each case whether or not in accordance
with the terms hereof or such Credit Document, such Hedge Agreement, such Cash Management Agreement or any agreement relating to
such other guaranty or security; (iii) to the extent permitted by Applicable Law, the Guaranteed Obligations, or any agreement
relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the application of payments
received from any source (other than payments received pursuant to the other Credit Documents, any of the Hedge Agreements, any
of the Cash Management Agreements or from the proceeds of any security for the Guaranteed Obligations, except to the extent such
security also serves as collateral for indebtedness other than the Guaranteed Obligations) to the payment of indebtedness other
than the Guaranteed Obligations, even though any Beneficiary might have elected to apply such payment to any part or all of the
Guaranteed Obligations; (v) any Beneficiary’s consent to the change, reorganization or termination of the corporate structure
or existence of Borrower or any of its Subsidiaries and to any corresponding restructuring of the Guaranteed Obligations; (vi)
any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guaranteed Obligations;
(vii) to the extent permitted by Applicable Law, any defenses, set-offs or counterclaims which Borrower may allege or assert against
any Beneficiary in respect of the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute
of frauds, statute of limitations, accord and satisfaction and usury; and (viii) any other act or thing or omission, or delay to
do any other act or thing, which may or might in any manner or to any extent vary the risk of any Guarantor as an obligor in respect
of the Guaranteed Obligations.


 


(g)       Each
of the Secured Parties agrees not to enforce the guarantee created hereunder by, or any other Obligations under the Credit Document
of a Guarantor established in Luxembourg (a “Luxembourg Guarantor”) in so far as the aggregate obligations and
liabilities of any Luxembourg Guarantor with respect to the repayment under a joint and several liability clause of any borrowing
or costs or expenses not incurred directly or indirectly by or on behalf of the Luxembourg Guarantor, and the granting of any guarantee,
indemnity or security under the Credit Documents exceed 90% each time the higher of (i) the book value of all the assets of the
Luxembourg Guarantor at the time of this Agreement or at the time the relevant guarantee or security is enforced or (ii) the net
assets (capitaux propres as referred to in article 34 of the Luxembourg law on the commercial register and annual accounts) of
such Luxembourg Guarantor as shown in the financial statements as of the date of this Agreement or in the latest financial statements
(comptes annuels) available at the date of the relevant payment hereunder and approved by the shareholders of such Luxembourg Company,
and as audited by its statutory auditor or its external auditor (réviseur d’entreprise), if required by law; it being
understood that the payment obligations of the Luxembourg Guarantor shall not be limited to the extent that the Luxembourg Guarantor
secures obligations of its direct or indirect Subsidiaries or in respect of sums that have been made directly or indirectly available
to the Luxembourg Guarantor. Notwithstanding anything to the contrary in the Credit


 




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Documents, the limitation set out
in this Section 7.4(g) shall apply to the aggregate of all securities, whether guarantees, pledges, security assignments, or otherwise,
granted or to be granted by the Luxembourg Guarantor.


 


7.5       Waivers
by Guarantors. To the extent permitted by Applicable Law, each Guarantor hereby waives, for the benefit of Beneficiaries: (a)
any right to require any Beneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against Borrower,
any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or
exhaust any security held from Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort to
any balance of any Deposit Account or credit on the books of any Beneficiary in favor of Borrower or any other Person, or (iv)
pursue any other remedy in the power of any Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of
authority or any disability or other defense of Borrower or any other Guarantor including any defense based on or arising out of
the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by
reason of the cessation of the liability of Borrower or any other Guarantor from any cause other than satisfaction in full of the
Guaranteed Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must
be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Beneficiary’s
errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to gross negligence, willful
misconduct or bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict
with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of
any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to
set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure,
perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests,
notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default
hereunder, the Hedge Agreements, the Cash Management Agreements or any agreement or instrument related thereto, notices of any
renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of
credit to Borrower and notices of any of the matters referred to in Section 7.4 and any right to consent to any thereof; and (g)
any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties,
or which may conflict with the terms hereof.


 


The Guarantor incorporated under the laws
of Mexico hereby waives, to the fullest extent permitted by applicable Law, the benefits of orden, excusión y división
and all other rights and benefits provided for in Articles


 


2813, 2814, 2815, 2816, 2817, 2818, 2819,
2820, 2821, 2822, 2823, 2824, 2826, 2827, 2836, 2838, 2839, 2840, 2846, 2848 and 2849 of the Federal Civil Code (Código
Civil Federal), and the corresponding provisions of the Civil Codes of any State of Mexico and the Federal District.


 


7.6       Guarantors’
Rights of Subrogation, Contribution, etc..
 Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall
have terminated and all Letters of Credit shall have expired or been cancelled, each Guarantor hereby waives, to the extent permitted
by Applicable Law, any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Borrower
or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations
hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise
and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have
against Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or
remedy that any Beneficiary now has or may hereafter have against Borrower, and (c) any benefit of, and any right to participate
in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have
been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired
or been cancelled, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other
guarantor (including any other Guarantor) of the Guaranteed Obligations, including any such right of contribution as contemplated
by the Contribution Agreement. Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise
of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent
jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Guarantor
may have against Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against
any such other guarantor,


 




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shall be junior and subordinate to any rights
any Beneficiary may have against Borrower, to all right, title and interest any Beneficiary may have in any such collateral or
security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to any Guarantor
on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations
shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for Administrative Agent on behalf
of Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of Beneficiaries to be credited and applied
against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.


 


7.7       Subordination
of Other Obligations. Any Indebtedness of Borrower or any Guarantor now or hereafter held by any Guarantor (the “Obligee
Guarantor”) is hereby subordinated in right of payment to the Guaranteed Obligations, and any such Indebtedness collected
or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in trust for Administrative
Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of Beneficiaries to be
credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability
of the Obligee Guarantor under any other provision hereof. Notwithstanding the foregoing, with respect to any Guarantor incorporated
under the laws of Singapore (each, a “Singaporean Guarantor”), any Indebtedness of Borrower or any Guarantor
now or hereafter held by any Singaporean Guarantor is hereby subordinated in right of payment to the Guaranteed Obligations, and
any such Indebtedness collected or received by any Singaporean Guarantor after an Event of Default has occurred and is continuing
(up to the aggregate amount which may be or become payable as Guaranteed Obligations) shall be held in trust for Administrative
Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of Beneficiaries to be
credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability
of such Singaporean Guarantor under any other provision hereof, and it is agreed that nothing in this Section 7.7 is intended to
create a charge or other Lien.


 


7.8       Continuing
Guaranty. This Guaranty is a continuing guaranty and shall remain in effect until all of the Guaranteed Obligations shall have
been paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled.
Each Guarantor hereby irrevocably waives any right to revoke this Guaranty as to future transactions giving rise to any Guaranteed
Obligations.


 


7.9       Authority
of Guarantors or Borrower. It is not necessary for any Beneficiary to inquire into the capacity or powers of any Guarantor
or Borrower or the officers, directors or any agents acting or purporting to act on behalf of any of them.


 


7.10       Financial
Condition of Borrower. Any Credit Extension may be made to Borrower or continued from time to time, and any Hedge Agreements
or Cash Management Agreements may be entered into from time to time, in each case without notice to or authorization from any Guarantor
regardless of the financial or other condition of Borrower at the time of any such grant or continuation or at the time such Hedge
Agreement or Cash Management Agreement is entered into, as the case may be. No Beneficiary shall have any obligation to disclose
or discuss with any Guarantor its assessment, or any Guarantor’s assessment, of the financial condition of Borrower. Each
Guarantor has adequate means to obtain information from Borrower on a continuing basis concerning the financial condition of Borrower
and its ability to perform its obligations under the Credit Documents and the Hedge Agreements and the Cash Management Agreements,
and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of Borrower and of all
circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations. Each Guarantor hereby waives and relinquishes
any duty on the part of any Beneficiary to disclose any matter, fact or thing relating to the business, operations or conditions
of Borrower now known or hereafter known by any Beneficiary.


 


7.11       Bankruptcy,
etc.


 


(a)       So
long as any Guaranteed Obligations remain outstanding, no Guarantor shall, without the prior written consent of Administrative
Agent acting pursuant to the instructions of Requisite Lenders, commence or join with any other Person in commencing any bankruptcy,
reorganization or insolvency case, application or proceeding


 




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of or against Borrower or any other Guarantor.
The obligations of Guarantors hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated
by any case, application or proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization,
liquidation or arrangement of Borrower or any other Guarantor or by any defense which Borrower or any other Guarantor may have
by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding.Each Guarantor
acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of
any case, application or proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations
ceases to accrue by operation of law by reason of the commencement of such case, application or proceeding, such interest as would
have accrued on such portion of the Guaranteed Obligations if such case, application or proceeding had not been commenced) shall
be included in the Guaranteed Obligations because it is the intention of Guarantors and Beneficiaries that the Guaranteed Obligations
which are guaranteed by Guarantors pursuant hereto should be determined without regard to any rule of law or order which may relieve
Borrower of any portion of such Guaranteed Obligations. Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession,
assignee for the benefit of creditors or similar Person to pay Administrative Agent, or allow the claim of Administrative Agent
in respect of, any such interest accruing after the date on which such case, application or proceeding is commenced.


 


(c)       In
the event that all or any portion of the Guaranteed Obligations are paid by Borrower, the obligations of Guarantors hereunder shall
continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s)
are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any
such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes hereunder.


 


7.12       Discharge
of Guaranty upon Sale of Guarantor. If all of the Equity Interests of any Guarantor or any of its successors in interest hereunder
shall be sold or otherwise disposed of (including by merger, amalgamation or consolidation) in accordance with the terms and conditions
hereof, the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged
and released without any further action by any Beneficiary or any other Person effective as of the time of such Asset Sale.


 


7.13       Swiss
Guarantee Limitations. Notwithstanding anything to the contrary in this Agreement or any other Credit Document, the following
limitations shall apply to any Swiss Guarantor:


 


(a)       If
complying with the obligations of the Swiss Guarantor under the guarantee (including for the avoidance of doubt, any restrictions
of the Swiss Guarantor’s rights of set-off and/or subrogation or its duties to subordinate or waive claims, if any) would
constitute a repayment of capital (Einlagerückgewähr), a violation of the legally protected reserves (gesetzlich
geschützte Reserven) or the payment of a (constructive) dividend (Gewinnausschüttung) by the Swiss Guarantor
or would otherwise be restricted under Swiss corporate law then applicable (the “Restricted Obligations”), the
aggregate liability of the Swiss Guarantor for Restricted Obligations shall not exceed the amount of the Swiss Guarantor’s
freely disposable equity in accordance with Swiss law, being the total assets of the relevant Swiss Guarantor less the total of
(1) the aggregate of the relevant Swiss Guarantor’s liabilities, (2) the aggregate share capital and (3) statutory reserves
(including reserves for own shares and revaluations as well as capital surplus (agio) to the extent such reserves cannot
be transferred into unrestricted, distributable reserves (the “Maximum Amount”). The amount of freely disposable
equity shall be determined on the basis of an audited interim balance sheet as set out in clause (b)(ii) below. This limitation
shall only apply to the extent that it is a requirement under applicable Swiss mandatory law at the time the Swiss Guarantor is
required to perform its guarantee obligations under the Credit Documents. Such limitation shall not free the Swiss Guarantor from
its obligations in excess thereof, but merely postpone the performance date therefor until such time as performance is again permitted
notwithstanding such limitation.


 


(b)       Immediately
after having been requested to make any payments or otherwise perform Restricted Obligations under the guarantee, the Swiss Guarantor
shall, and any parent company of the Swiss Guarantor being a party to this Agreement shall procure that, the Swiss Guarantor will:


 


(i)perform any Restricted Obligations which
are not affected by the above limitations and take and cause to be taken all and any action, including, without limitation, (1)
the


 




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passing of any shareholders’ resolutions to approve
any payment or other performance under this Agreement or any other Credit Document and (2) the obtaining of any confirmations which
may be required as a matter of Swiss mandatory law in force at the time the Swiss Guarantor is required to make a payment or perform
other obligations under this Agreement or any other Credit Document, in order to allow a prompt payment of amounts owed by the
Swiss Guarantor under this Agreement or any other Credit Document as well as the performance by the Swiss Guarantor of other obligations
there related with a minimum of limitations; and


 


(ii)in respect of any balance, if and to the
extent requested by the Collateral Agent or required under then applicable Swiss law, provide the Collateral Agent with an interim
balance sheet audited by the statutory auditors of the Swiss Guarantor setting out the Maximum Amount, take such further corporate
and other action as may be required by law (such as board and shareholders’ approvals and the receipt of any confirmations
from the Swiss Guarantor’s statutory auditors) and other measures necessary to allow the Swiss Guarantor to make the payments
agreed hereunder with a minimum of limitations and, immediately thereafter, pay up to the Maximum Amount to the Collateral Agent.


 


(c)       If
the enforcement of the obligations of the Swiss Guarantor under the Credit Documents would be limited due to the effects referred
to in this Agreement, the Swiss Guarantor shall further, to the extent permitted by applicable law and Swiss accounting standards
and upon request by the Collateral Agent, write up or sell any of its assets that are shown in its balance sheet with a book value
that is significantly lower than the market value of the assets, in case of sale, however, only if such assets are not necessary
for the Swiss Guarantor’s business (nicht betriebsnotwendig) and such sale is permitted under the Credit Documents.


 


(d)       To
the extent required by applicable law, including double tax treaties, in force at the time, the Swiss Guarantor is required to
make a payment under this Agreement it shall:


 


(i)use its best efforts to ensure that such
payments can be made without deduction of Swiss Withholding Tax, or with deduction of Swiss Federal Withholding Tax at a reduced
rate, by discharging the liability to such tax by notification pursuant to applicable law (including tax treaties) rather than
payment of the tax;


 


(ii)deduct the Swiss Federal Withholding Tax
at such rate (being 35% on the date hereof) as in force from time to time if the notification procedure pursuant to sub-paragraph
(i) above does not apply; or shall deduct the Swiss Federal Withholding Tax at the reduced rate resulting after discharge of part
of such tax by notification if the notification procedure pursuant to sub-paragraph (i) applies for a part of the Swiss Federal
Withholding Tax only; and shall pay within the time allowed any such taxes deducted to the Swiss Federal Tax Administration; and


 


(iii)notify and provide evidence to the Collateral
Agent that the Swiss Federal Withholding Tax has been paid to the Swiss Federal Tax Administration.


 


(e)       To
the extent such deduction is made, and to the extent the maximum amount of freely disposable shareholder equity pursuant to this
Agreement is not fully utilized, the Swiss Guarantor shall be required to pay an additional amount so that after making any required
deduction of Swiss Federal Withholding Tax the aggregate net amount paid to the Lenders is equal to the amount which would have
been paid if no deduction of Swiss Federal Withholding Tax had been required, provided that the aggregate amount paid (and
including amounts withheld) shall in any event be limited to the maximum amount of freely disposable shareholder equity pursuant
to this Agreement.


 


(f)       The
Swiss Guarantor shall use its reasonable efforts to ensure that any Person which is, as a result of a deduction of Swiss Federal
Withholding Tax, entitled to a full or partial refund of the Swiss Federal Withholding Tax, will, as soon as possible after the
deduction of the Swiss Federal Withholding Tax,


 




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(i)request a refund of the Swiss Federal Withholding
Tax under any applicable law (including double tax treaties), and


 


(ii)pay to the Collateral Agent upon receipt
any amount so refunded (and after deduction of any tax) if so required under the guarantee or the Indenture and to the extent legally
permissible.


 


(g)       Notwithstanding
anything to the contrary in the Credit Documents, the limitation set out in this Section 7.13 shall apply to the aggregate of all
securities, whether guarantees, pledges, security assignments, or otherwise, granted or to be granted by the Swiss Guarantor.


 


SECTION 8.EVENTS OF DEFAULT


 


8.1       Events
of Default. If any one or more of the following conditions or events shall occur:


 


(a)       Failure
to Make Payments When Due. Failure by Borrower to pay (i) when due any installment of principal of any Loan, whether at stated
maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or otherwise; (ii) when due any amount payable
to Issuing Bank in reimbursement of any drawing under a Letter of Credit; or (iii) any interest on any Loan or any fee or any other
amount due hereunder within three days after the date due; or


 


(b)       Default
in Other Agreements. (i) Failure of any Credit Party or any of their respective Subsidiaries to pay when due any principal
of or interest on or any other amount, including any payment in settlement, payable in respect of one or more items of Indebtedness
(other than Indebtedness referred to in Section 8.1(a)) in an individual principal amount (or Net Mark-to-Market Exposure) of $100,000,000
or with an aggregate principal amount (or Net Mark-to-Market Exposure) of $100,000,000 or more, in each case beyond the grace period,
if any, provided therefor; or (ii) breach or default by any Credit Party with respect to any other material term of (1)
one or more items of Indebtedness in the individual or aggregate principal amounts (or Net Mark-to-Market Exposure) referred to
in clause (i) above or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness,
in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or
to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders), to cause, that Indebtedness
to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying
obligation, as the case may be; or


 


(c)       Breach
of Certain Covenants. Failure of any Credit Party to perform or comply with any term or condition contained in Section 2.6,
Section 5.1(e), Section 5.2 or Section 6; or,
provided that a Default as a result of a breach of Section 6.7 (a “Financial Covenant Event of Default”) shall
not constitute an Event of Default with respect to any Term Loans, Extended Term Loans and/or New Term Loans unless and until the
Revolving Credit Lenders have declared all amounts outstanding with respect to the Revolving Commitments, Revolving Loans or other
Revolving Exposure of the Revolving Credit Lenders to be immediately due and payable and all outstanding Revolving Commitments
to be immediately terminated, in each case in accordance with this Agreement; or


 


(d)       Breach
of Representations, Etc. Any representation, warranty, certification or other statement made or deemed made by any Credit Party
in any Credit Document or in any statement or certificate at any time given by any Credit Party or any of its Subsidiaries in writing
pursuant hereto or thereto or in connection herewith or therewith shall be false in any material respect as of the date made or
deemed made; or


 


(e)       Other
Defaults Under Credit Documents. Any Credit Party shall default in the performance of or compliance with any term contained
herein or any of the other Credit Documents, other than any such term referred to in any other Section of this Section 8.1, and
such default shall not have been remedied or waived within thirty days after the earlier of (i) an officer of such Credit Party
becoming aware


 




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of such default or (ii) receipt
by Borrower of notice from Administrative Agent or any Lender of such default; or


 


(f)       Involuntary
Bankruptcy; Appointment of Receiver, etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in
respect of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under any Insolvency
Law, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Law; or (ii) an involuntary
case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower or
any of its Subsidiaries (other than any Immaterial Subsidiaries) under any Insolvency Law now or hereafter in effect; or a decree
or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver,
administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower or any of its
Subsidiaries (other than any Immaterial Subsidiaries), or over all or a substantial part of its property, shall have been entered;
or there shall have occurred the involuntary appointment of an interim receiver, trustee, custodian or similar officer of Borrower
or any of its Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant
of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower or
any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue
for sixty days without having been dismissed, bonded or discharged; or


 


(g)       Voluntary
Bankruptcy; Appointment of Receiver, etc. (i) Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries)
shall have an order for relief entered with respect to it or shall file a petition or application seeking any relief or shall otherwise
commence a voluntary case or proceeding under any Insolvency Law, or shall consent to, or fail to contest in a timely manner the
commencement of, or the entry of an order for relief in an involuntary case or proceeding, or to the conversion of an involuntary
case to a voluntary case or proceeding, under any such law, or shall consent to, or fail to contest in a timely manner, the commencement
of, or the appointment of or taking possession by a receiver, receiver-manager, trustee, custodian or other similar officer for
all or a substantial part of its property; or Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) shall
make any assignment for the benefit of creditors; or (ii) Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries)
shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due or
is otherwise insolvent; or the board of directors (or similar governing body) of Borrower or any of its Subsidiaries (other than
any Immaterial Subsidiaries) (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve
any of the actions referred to herein or in Section 8.1(f); or


 


(h)       Judgments
and Attachments. Any money judgment, writ or warrant of attachment or similar process involving an amount in excess of $100,000,000
individually or in the aggregate at any time (in either case to the extent not adequately covered by insurance as to which a solvent
and unaffiliated insurance company has acknowledged coverage) shall be entered or filed against Borrower, any of its Subsidiaries
or any of their respective assets and shall remain undischarged, unvacated, unbonded or unstayed for a period of sixty days (or
in any event later than five days prior to the date of any proposed sale thereunder); or


 


(i)       Dissolution.
Any order, judgment or decree shall be entered against any Credit Party decreeing the dissolution, winding-up or split-up of such
Credit Party and such order shall remain undischarged or unstayed for a period in excess of thirty days; or


 


(j)       Employee
Benefit Plans. There shall occur one or more ERISA Events that have had or could reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect; or


 


(k)       Canadian
Employee Benefit Plans. (x) There shall occur one or more Canadian Pension Plan Termination Events that have had or could reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect or (y) a Canadian Credit Party fails to make a
required contribution to or payment under any Canadian Pension Plan when due and such failure has had or could reasonably be expected
to have, individually or in the aggregate, a Material Adverse Effect; or


 




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(l)       Change
of Control. A Change of Control shall occur; or


 


(m)       Guaranties,
Collateral Documents and Other Credit Documents. At any time after the execution and delivery thereof, (i) the Guaranty for
any reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance
with its terms) or shall be declared to be null and void or any Guarantor shall repudiate its obligations thereunder, (ii) this
Agreement or any Collateral Document ceases to be in full force and effect (other than by reason of a release of Collateral in
accordance with the terms hereof or thereof or the satisfaction in full of the Obligations (other than Obligations in respect of
any Hedge Agreement or Cash Management Agreement) in accordance with the terms hereof) or shall be declared null and void, or Collateral
Agent shall not have or shall cease to have a valid and perfected Lien in any Collateral purported to be covered by the Collateral
Documents with the priority required by the relevant Collateral Document, in each case for any reason other than the failure of
Collateral Agent or any Secured Party to take any action within its control, or (iii) any Credit Party shall contest the validity
or enforceability of any Credit Document in writing or deny in writing that it has any further liability, including with respect
to future advances by Lenders, under any Credit Document to which it is a party or shall contest the validity or perfection of
any Lien in any portion of the Collateral purported to be covered by the Collateral Documents,


 


THEN, (1) upon the occurrence of any Event of Default
described in Section 8.1(f) or 8.1(g) with respect to Borrower, automatically, and (2) upon the occurrence and during the continuance
of any other Event of Default, at the request of (or with the consent of) Requisite Lenders, upon notice to Borrower by Administrative
Agent, (A) the Revolving Commitments, if any, of each Lender having such Revolving Commitments and the obligation of Issuing Bank
to issue any Letter of Credit shall immediately terminate; (B) each of the following shall immediately become due and payable,
in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by
each Credit Party: (I) the unpaid principal amount of and accrued interest on the Loans, (II) an amount equal to the maximum amount
that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether any beneficiary under any such
Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates
required to draw under such Letters of Credit), to be held as security for Borrower’s reimbursement Obligations in respect
of Letters of Credit then outstanding and (III) all other Obligations (other than Hedge Agreements and Cash Management Agreements
unless and to the extent such agreements are independently declared due and payable in accordance with their respective terms);
provided, the foregoing shall not affect in any way the obligations of Lenders under Section 2.3(b)(v) or Section 2.4(e);
and (C) Administrative Agent may cause Collateral Agent to enforce any and all Liens and security interests created pursuant to
Collateral Documents.


 


SECTION 9.AGENTS


 


9.1       Appointment
of Agents. J.P. Morgan and Morgan Stanley are hereby appointed Co-Syndication Agents hereunder, and each Lender hereby authorizes
J.P. Morgan and Morgan Stanley to act as Co-Syndication Agents in accordance with the terms hereof and the other Credit Documents.
Barclays is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Credit Documents and each
Lender hereby authorizes Barclays to act as Administrative Agent and Collateral Agent in accordance with the terms hereof and of
the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein
and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders
and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions
and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed
any obligation towards or relationship of agency or trust with or for Borrower or any of its Subsidiaries. Each Co-Syndication
Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder (in its
capacity as a Co-Syndication Agent) to any of its Affiliates. As of the Third Restatement Date, each of J.P. Morgan and Morgan
Stanley, in each of their capacities as a Co-Syndication Agent, shall not have any obligations but shall be entitled to all benefits
of this Section 9. The Syndication Agents and any Agent described in clause (d) of the definition thereof may resign from such
role at any time, with immediate effect, by giving prior written notice thereof to Administrative Agent and Borrower.


 




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9.2       Powers
and Duties. Each Lender irrevocably authorizes each Agent to take such action on such Lender’s behalf and to exercise
such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such
Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each
Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each
Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No Agent shall
have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender (except, in respect
of Collateral Agent in its capacity as trustee under Section 9.8(a), to the extent such fiduciary relationship cannot lawfully
be excluded); and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed
as to impose upon any Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth
herein or therein.


 


9.3       General
Immunity.


 


(a)       No
Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness,
validity, enforceability, collectability or sufficiency hereof or any other Credit Document or for any representations, warranties,
recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements,
instruments, reports or certificates or any other documents furnished or made by any Agent to Lenders or by or on behalf of any
Credit Party or to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or
for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations,
nor shall any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions,
covenants or agreements contained in any of the Credit Documents or as to the use of the proceeds of the Loans or as to the existence
or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. Anything contained
herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount
of outstanding Loans or the Letter of Credit Usage or the component amounts thereof.


 


(b)       Exculpatory
Provisions. No Agent nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action
taken or omitted by any Agent under or in connection with any of the Credit Documents except to the extent caused by such Agent’s
gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction.
Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection
herewith or with any of the other Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder
or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other
Lenders as may be required to give such instructions under Section 10.5) and, upon receipt of such instructions from Requisite
Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from
acting, or to exercise such power, discretion or authority, in accordance with such instructions. Without prejudice to the generality
of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication, instrument
or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons and shall
be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Borrower
and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right
of action whatsoever against any Agent as a result of such Agent acting or (where so instructed) refraining from acting hereunder
or any of the other Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be
required to give such instructions under Section 10.5).


 


(c)       Delegation
of Duties. Administrative Agent may perform any and all of its duties and exercise its rights and powers under this Agreement
or under any other Credit Document by or through any one or more sub-agents appointed by Administrative Agent. Administrative Agent
and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective
Affiliates. The exculpatory, indemnification and other provisions of this Section 9.3 and of Section 9.6 shall apply to any of
the Affiliates of Administrative Agent and shall apply to their respective activities in connection with the syndication of the
credit facilities provided for herein as well as activities as Administrative Agent. All of the rights, benefits, and privileges
(including the exculpatory and indemnification provisions) of this Section 9.3 and of Section 9.6 shall apply to any such sub-agent
and to the Affiliates of any such sub-agent, and shall apply to their respective activities as sub-agent


 




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as if such sub-agent and Affiliates were named
herein. Notwithstanding anything herein to the contrary, with respect to each sub-agent appointed by the Administrative Agent,
(i) such sub-agent shall be a third party beneficiary under this Agreement with respect to all such rights, benefits and privileges
(including exculpatory rights and rights to indemnification) and shall have all of the rights and benefits of a third party beneficiary,
including an independent right of action to enforce such rights, benefits and privileges (including exculpatory rights and rights
to indemnification) directly, without the consent or joinder of any other Person, against any or all of Credit Parties and the
Lenders, (ii) such rights, benefits and privileges (including exculpatory rights and rights to indemnification) shall not be modified
or amended without the consent of such sub-agent, and (iii) such sub-agent shall only have obligations to Administrative Agent
and not to any Credit Party, Lender or any other Person and no Credit Party, Lender or any other Person shall have any rights,
directly or indirectly, as a third party beneficiary or otherwise, against such sub-agent; provided that the Administrative
Agent shall be responsible for the gross negligence, willful misconduct or bad faith of such sub-agent.


 


9.4       Agents
Entitled to Act as Lender. The agency hereby created shall in no way impair or affect any of the rights and powers of, or impose
any duties or obligations upon, any Agent in its individual capacity as a Lender hereunder. With respect to its participation in
the Loans and the Letters of Credit, each Agent shall have the same rights and powers hereunder as any other Lender and may exercise
the same as if it were not performing the duties and functions delegated to it hereunder, and the term “Lender” shall,
unless the context clearly otherwise indicates, include each Agent in its individual capacity. Any Agent and its Affiliates may
accept deposits from, lend money to, own securities of, and generally engage in any kind of banking, trust, financial advisory
or other business with Borrower or any of its Affiliates as if it were not performing the duties specified herein, and may accept
fees and other consideration from Borrower for services in connection herewith and otherwise without having to account for the
same to Lenders.


 


9.5       Lenders’
Representations, Warranties and Acknowledgment.


 


(a)       Each
Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Borrower
and its respective Subsidiaries in connection with Credit Extensions hereunder and that it has made and shall continue to make
its own appraisal of the creditworthiness of Borrower and its Subsidiaries. No Agent shall have any duty or responsibility, either
initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any
Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans
or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness
of any information provided to Lenders.


 


(b)       Each
Lender, by delivering its signature page to this Agreement, or an Assignment Agreement or a Joinder Agreement and funding its Tranche A
Term Loans, Tranche B Term Loans, New Term Loans and/or Revolving Loans shall be deemed to have acknowledged receipt of, and consented
to and approved, each Credit Document and each other document required to be approved by any Agent, Requisite Lenders or Lenders,
as applicable on the Original Closing Date, on the First Restatement Date, on the Second Restatement Date, on the Second Amendment
and Restatement Joinder Date, on the Third Restatement Date or as of the date of funding of such New Term Loans and/or Revolving
Loans.


 


9.6       Right
to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each (a) Agent, their Affiliates
and their respective officers, partners, directors, trustees, employees and agents of each Agent and (b) Issuing Bank, their Affiliates
and their respective officers, partners, directors, trustees, employees and agents of Issuing Bank (each, an “Indemnitee
Agent Party”), to the extent that such Indemnitee Agent Party shall not have been reimbursed by any Credit Party, for
and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including
counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted
against such Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the
other Credit Documents or otherwise in its capacity as such Agent or Issuing Bank in any way relating to or arising out of this
Agreement or the other Credit Documents, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence
of such Indemnitee Agent Party; provided that no Lender shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Indemnitee Agent Party’s
gross negligence or willful misconduct as determined by a final, non-


 




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appealable judgment of a court of competent
jurisdiction. If any indemnity furnished to any Indemnitee Agent Party for any purpose shall, in the opinion of such Indemnitee
Agent Party, be insufficient or become impaired, such Indemnitee Agent Party may call for additional indemnity and cease, or not
commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall
this sentence require any Lender to indemnify any Indemnitee Agent Party against any liability, obligation, loss, damage, penalty,
action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided
further that this sentence shall not be deemed to require any Lender to indemnify any Indemnitee Agent Party against any liability,
obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately
preceding sentence.


 


9.7       Successor
Administrative Agent, Collateral Agent and Swing Line Lender.


 


(a)       Administrative
Agent shall have the right to resign at any time by giving prior written notice thereof to Lenders and Borrower, and Administrative
Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrower
and Administrative Agent and signed by Requisite Lenders. Administrative Agent shall have the right to appoint a financial institution
to act as Administrative Agent and/or Collateral Agent hereunder, subject to the reasonable satisfaction of Borrower (other than
at any time an Event of Default shall have occurred and then be continuing) and the Requisite Lenders, and Administrative Agent’s
resignation shall become effective on the earliest of (i) 30 days after delivery of the notice of resignation, (ii) the acceptance
of such successor Administrative Agent by Borrower (other than at any time an Event of Default shall have occurred and then be
continuing) and the Requisite Lenders or (iii) such other date, if any, agreed to by the Requisite Lenders. Upon any such notice
of resignation or any such removal, if a successor Administrative Agent has not already been appointed by the retiring Administrative
Agent, Requisite Lenders shall have the right, upon five Business Days’ notice to Borrower, to appoint a successor Administrative
Agent. If neither Requisite Lenders nor Administrative Agent have appointed a successor Administrative Agent, Requisite Lenders
shall be deemed to have succeeded to and become vested with all the rights, powers, privileges and duties of the retiring Administrative
Agent; provided that, until a successor Administrative Agent is so appointed by Requisite Lenders or Administrative Agent,
any collateral security held by Administrative Agent in its role as Collateral Agent on behalf of the Lenders or the Issuing Bank
under any of the Credit Documents shall continue to be held by the retiring Collateral Agent as nominee until such time as a successor
Collateral Agent is appointed. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative
Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly (i)
transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Collateral Documents,
together with all records and other documents necessary or appropriate in connection with the performance of the duties of the
successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent
such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the
assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such
retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. Except as provided above,
any resignation or removal of Barclays or its successor as Administrative Agent pursuant to this Section shall also constitute
the resignation or removal of Barclays or its successor as Collateral Agent. After any retiring or removed Administrative Agent’s
resignation or removal hereunder as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Administrative Agent hereunder. Any successor Administrative Agent appointed
pursuant to this Section shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes
hereunder.


 


(b)       In
addition to the foregoing, Collateral Agent may resign at any time by giving prior written notice thereof to Lenders and the Grantors,
and Collateral Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered
to the Grantors and Collateral Agent signed by Requisite Lenders. Administrative Agent shall have the right to appoint a financial
institution as Collateral Agent hereunder, subject to the reasonable satisfaction of Borrower (other than at any time an Event
of Default shall have occurred and then be continuing) and the Requisite Lenders and Collateral Agent’s resignation shall
become effective on the earliest of (i) 30 days after delivery of the notice of resignation, (ii) the acceptance of such successor
Collateral Agent by Borrower (other than at any time an Event of Default shall have occurred and then be continuing) and the Requisite
Lenders or (iii) such other date, if any, agreed to by the Requisite Lenders. Upon any such notice of


 




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resignation or any such removal, Requisite
Lenders shall have the right, upon five Business Days’ notice to Administrative Agent, to appoint a successor Collateral
Agent. Until a successor Collateral Agent is so appointed by Requisite Lenders or Administrative Agent, any collateral security
held by Collateral Agent on behalf of the Lenders or the Issuing Bank under any of the Credit Documents shall continue to be held
by the retiring Collateral Agent as nominee until such time as a successor Collateral Agent is appointed. Upon the acceptance of
any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent under
this Agreement and the Collateral Documents, and the retiring or removed Collateral Agent under this Agreement shall promptly (i)
transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held hereunder or under the Collateral
Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties
of the successor Collateral Agent under this Agreement and the Collateral Documents, and (ii) execute and deliver to such successor
Collateral Agent or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as
may be necessary or appropriate in connection with the assignment to such successor Collateral Agent of the security interests
created under the Collateral Documents, whereupon such retiring or removed Collateral Agent shall be discharged from its duties
and obligations under this Agreement and the Collateral Documents. After any retiring or removed Collateral Agent’s resignation
or removal hereunder as the Collateral Agent, the provisions of this Agreement and the Collateral Documents shall inure to its
benefit as to any actions taken or omitted to be taken by it under this Agreement or the Collateral Documents while it was the
Collateral Agent hereunder.


 


(c)       Any
resignation or removal of Barclays or its successor as Administrative Agent pursuant to this Section shall also constitute the
resignation or removal of Barclays or its successor as Swing Line Lender, and any successor Administrative Agent appointed pursuant
to this Section shall, upon its acceptance of such appointment, become the successor Swing Line Lender for all purposes hereunder.
In such event (i) Borrower shall prepay any outstanding Swing Line Loans made by the retiring or removed Administrative Agent in
its capacity as Swing Line Lender, (ii) upon such prepayment, the retiring or removed Administrative Agent and Swing Line Lender
shall surrender any Swing Line Note held by it to Borrower for cancellation, and (iii) Borrower shall issue, if so requested by
successor Administrative Agent and Swing Line Loan Lender, a new Swing Line Note to the successor Administrative Agent and Swing
Line Lender, in the principal amount of the Swing Line Sublimit then in effect and with other appropriate insertions.


 


9.8       Collateral
Documents and Guaranty.


 


(a)       Agents
Under Collateral Documents and Guaranty. Each Secured Party hereby further authorizes Administrative Agent or Collateral Agent,
as applicable, on behalf of and for the benefit of Secured Parties, to be the agent for and representative of Secured Parties with
respect to the Guaranty, the Collateral and the Collateral Documents (including,
for the avoidance of doubt, for the purposes of signing, entering into and taking any step under the Collateral Documents in the
name and on behalf of the Secured Parties); provided that neither Administrative Agent nor Collateral Agent shall
owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Obligations
with respect to any Hedge Agreement. Subject to Section 10.5, without further written consent or authorization from any Secured
Party, Administrative Agent or Collateral Agent, as applicable may execute any documents or instruments necessary to (i) in connection
with a sale or disposition of assets permitted by this Agreement, release any Lien encumbering any item of Collateral that is the
subject of such sale or other disposition of assets or to which Requisite Lenders (or such other Lenders as may be required to
give such consent under Section 10.5) have otherwise consented or,
(ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other
Lenders as may be required to give such consent under Section 10.5) have otherwise consented or
(iii) release any Guarantor designated as an Excluded Subsidiary (solely to the extent such Subsidiary is designated an Immaterial
Subsidiary pursuant to clause (b) of the definition of Excluded Subsidiary) or Unrestricted Subsidiary from the Guaranty and any
applicable Collateral Documents. Collateral Agent further declares that it holds all Australian Collateral acquired
by the Collateral Agent after the date hereof on trust for the benefit of the Secured Parties from time to time (it being understood
that the provisions of this Section 9 apply to Collateral Agent in its capacity as trustee of such trust).


 


(b)       Right
to Realize on Collateral and Enforce Guaranty. Anything contained in any of the Credit Documents to the contrary notwithstanding,
Borrower, Administrative Agent, Collateral Agent and each Secured


 




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Party hereby agree that (i) no Secured Party
shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed
that all powers, rights and remedies hereunder may be exercised solely by Administrative Agent, on behalf of the Secured Parties
in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely
by Collateral Agent, and (ii) in the event of a foreclosure by Collateral Agent on any of the Collateral pursuant to a public or
private sale or other disposition, Collateral Agent or any Lender may be the purchaser or licensor of any or all of such Collateral
at any such sale or other disposition and Collateral Agent, as agent for and representative of Secured Parties (but not any Lender
or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be
entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral
sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral
payable by Collateral Agent at such sale or other disposition.


 


(c)       Rights
Under Hedge Agreements and Cash Management Agreements. No Hedge Agreement or Cash Management Agreement will create (or be deemed
to create) in favor of any Lender Counterparty that is a party thereto any rights in connection with the management or release
of any Collateral or of the obligations of any Guarantor under the Credit Documents except as expressly provided in Section 10.5(c)(v)
of this Agreement, Section 9.2 of the Second Amended and Restated Pledge and Security Agreement and the analogous sections of any
other Collateral Documents. By accepting the benefits of the Collateral, such Lender Counterparty shall be deemed to have appointed
Collateral Agent as its agent and agreed to be bound by the Credit Documents as a Secured Party, subject to the limitations set
forth in this clause (c).


 


(d)       Release
of Collateral and Guarantees, Termination of Credit Documents. Notwithstanding anything to the contrary contained herein or
any other Credit Document, when all Obligations (other than obligations in respect of any Hedge Agreement or Cash Management Agreement)
have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding (unless the outstanding
amounts under all such Letters of Credit have been cash collateralized in a manner reasonably satisfactory to Issuing Bank or,
if satisfactory to Issuing Bank in its sole discretion, a backstop Letter of Credit is in place), upon request of Borrower, (i)
Collateral Agent shall (without notice to, or vote or consent of, any Lender, or any Affiliate of any Lender or any Lender Counterparty
that is a party to any Hedge Agreement or Cash Management Agreement) take such actions as shall be required to release its security
interest in all Collateral, and (ii) Administrative Agent shall (without notice to, or vote or consent of, any Lender, or any Affiliate
of any Lender or any Lender Counterparty that is a party to any Hedge Agreement or Cash Management Agreement) take such actions
as shall be required to release all guarantee obligations provided for in any Credit Document, whether or not on the date of such
release there may be outstanding Obligations in respect of Hedge Agreements or Cash Management Agreements (and, subject to the
next succeeding sentence, the provisions of Section 7 shall cease to apply). Any such release of guarantee obligations shall be
deemed subject to the provision that such guarantee obligations shall be reinstated if after such release any portion of any payment
in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency,
bankruptcy, dissolution, liquidation or reorganization of Borrower or any Guarantor, or upon or as a result of the appointment
of a receiver, intervenor or conservator of, or trustee or similar officer for, Borrower or any Guarantor or any substantial part
of its property, or otherwise, all as though such payment had not been made. In addition, upon (a) any disposition of property
permitted by this Agreement to a Person that is not a Credit Party, the Liens granted thereon shall be deemed to be automatically
released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person
and, (b)
the consummation of any transaction permitted by the Credit Agreement as a result of which a Guarantor ceases to be a Subsidiary
of Borrower, such Guarantor shall automatically be released from its obligations hereunder and under the Collateral Documents and
the guaranty and security interest in the Collateral of such Guarantor shall automatically be released.
or (c) the designation of any Guarantor (immediately prior to such designation)
as an Excluded Subsidiary (solely to the extent such Subsidiary is designated an Immaterial Subsidiary pursuant to clause (b) of
the definition of Excluded Subsidiary) or an Unrestricted Subsidiary, such Guarantor shall automatically be released from its obligations
hereunder and under the Collateral Documents and the guaranty and security interest in the Collateral of such Guarantor shall automatically
be released.


 


(e)       Intercreditor
Agreements. Each Secured Party hereby further authorizes the Administrative Agent or Collateral Agent, as applicable, on behalf
of and for the benefit of the Secured Parties, without the further consent or acquiescence of the Secured Parties, to enter into
intercreditor agreements and/or make amendments to Collateral Documents,
in each case, required under, or in connection with, any Indebtedness permitted under Sections 6.1(q),



 




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(r)
or (s) that is secured by a Lien ranking pari passu with the Liens securing the Obligations, in each case in form and substance
reasonably satisfactory to the Administrative Agent or Collateral Agent, as applicable.


 


9.9       Withholding
Taxes. To the extent required by any Applicable Law, Administrative Agent may withhold from any payment to any Lender (which
term shall include Swing Line Lender and Issuing Bank for purposes of this Section 9.9) an amount equivalent to any applicable
withholding tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that Administrative Agent
did not properly withhold Tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered
or was not properly executed or because such Lender failed to notify Administrative Agent of a change in circumstance which rendered
the exemption from, or reduction of, withholding tax ineffective or for any other reason, such Lender shall indemnify fully and
hold harmless Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by Borrower pursuant
to Section 2.20 and without limiting or expanding the obligation of Borrower to do so) for all amounts paid, directly or indirectly,
by the Administrative Agent as Taxes or otherwise, together with all expenses incurred, including legal expenses and any other
out-of-pocket expenses, whether or not such Tax was correctly or legally imposed or asserted by the relevant governmental authority.
A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive
absent manifest error. The agreements in this Section 9.9 shall survive the resignation and/or replacement of the Administrative
Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Agreement and the repayment, satisfaction
or discharge of all other Obligations.


 


9.10       Quebec
Security. To the extent that any Canadian Credit Party now or in the future is required to grant security pursuant to the laws
of the Province of Quebec, each Agent (other than the Collateral Agent) and Lender acting for itself and on behalf of all present
and future Affiliates of such Agent or Lender that are or become a Lender Counterparty, hereby irrevocably authorizes and appoints
the Collateral Agent to act as the holder of an irrevocable power of attorneyhypothecary
representative (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec)
in order to hold any hypothec granted under the laws of the Province of Quebec as security for any debenture, bond or other title
of indebtedness that may be issued by any Canadian Credit Party (or
as security in respect of any Obligations) and to exercise such rights and duties as are conferred upon a fondé
de pouvoir under the relevant deed of hypothec and applicable laws (with the power to delegate any such rights or duties).
Moreover, in respect of any pledge by any such Canadian Credit Party of any such debenture, bond or other title of indebtedness
as security in respect of any Obligations, the Collateral Agent shall also be authorized to hold such debenture, bond or other
title of indebtedness as agent, mandatary, custodian and pledgee for the benefit of the Agents, the Lenders and the Lender Counterparties,
the whole notwithstanding the provisions of Section 32 of the An Act respecting the Special Powers of Legal Persons (Quebec).
The execution prior to the date hereof by the Collateral Agent (or its
predecessor in such capacity) of any deed of hypothec or other security documents made pursuant to the laws of the Province
of Quebec, is hereby ratified and confirmed. Any person who becomes a Lender, Issuing Bank, an Agent or a Lender Counterparty shall
be deemed to have consented to and ratified the foregoing appointment of each of the Collateral Agent as fondé de pouvoir,
agent, mandatary and custodian on behalf of all Agents, Issuing Banks, Lenders and the Lender Counterparties, including such person.
For greater certainty, the Collateral Agent, when acting as the holder of an irrevocable power
of attorneyhypothecary representative (fondé
de pouvoir), shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in
favour of the Collateral Agent in this Agreement, which shall apply mutatis mutandis. In the event of the resignation and
appointment of a successor Collateral Agent, such successor of the Collateral Agent shall also act as the holder
of an irrevocable power of attorneyhypothecary representative
(fondé de pouvoir) without any further action or formality,
and as agent, mandatary and custodian for the purposes set forth above. Without limiting the foregoing, none of such Lenders shall
have or be deemed to have a fiduciary relationship with any Lender. The Lenders are not partners or co-venturers, and no Lender
shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized
to act for, any other Lender.


 


9.11       German
Security.


 


(a)       For
the purposes of any German Security (where “German Security” means any security interest created under the Collateral
Documents governed by German law) in addition to the provision set out in this Section 9 above, the specific provisions set out
in paragraphs (b) to (g) of this Section 9.11 shall be applicable. In the case of any inconsistency, the provisions set out in
paragraphs (b) to (g) of this Section 9.11 shall prevail. The provisions set


 




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out in paragraph (b) to (g) of this Section
9.11 shall not constitute a trust pursuant to the laws of the State of New York but a fiduciary relationship (Treuhand) within
the meaning of German law.


 


(b)       With
respect to any German Security constituted by non–accessory (nicht akzessorische) security interests, the Collateral Agent
shall hold, administer and, as the case may be, enforce or release that German Security in its own name, but for the account of
the Secured Parties.


 


(c)       With
respect to any German Security constituted by accessory (akzessorische) security interests, the Collateral Agent shall administer
and, as the case may be, enforce or release that German Security in the name of and for and on behalf of the Secured Parties and
shall hold, administer and, as the case may be, enforce or release that German Security in its own name on the basis of its own
rights under Section 10.32 (Parallel Debt (Germany)).


 


(d)       Each
Secured Party (other than the Collateral Agent) hereby instructs and authorizes the Collateral Agent (with the right of sub delegation)
to act as its agent (Stellvertreter) and in particular (without limitation) to enter into and amend any documents evidencing German
Security and to make and accept all declarations and take all actions it considers necessary or useful in connection with any German
Security on behalf of that Secured Party. The Collateral Agent shall further be entitled to enforce or release any German Security,
to perform any rights and obligations under any documents evidencing German Security and to execute new and different documents
evidencing or relating to the German Security.


 


(e)       At
the request of the Collateral Agent, each Secured Party shall provide the Collateral Agent with a separate written power of attorney
(Spezialvollmacht) for the purposes of executing any agreements and documents or otherwise acting on their behalf. Each Secured
Party hereby ratifies and approves all acts previously done by the Collateral Agent on such Secured Party’s behalf.


 


(f)       Each
Secured Party hereby releases the Collateral Agent from the restrictions imposed by Section 181 German Civil Code (Bürgerliches
Gesetzbuch) and similar restrictions applicable to it pursuant to any other law, in each case to the extent legally possible to
that Secured Party. A Secured Party which is barred by its constitutional documents or by laws from granting such exemption shall
notify the Collateral Agent accordingly.


 


(g)       The
Collateral Agent accepts its appointment as agent and administrator of the German Security on the terms and subject to the conditions
set out in this Agreement and the Secured Parties, the Collateral Agent and all other parties to this Agreement agree that, in
relation to any German Security, no Secured Party (other than the Collateral Agent in that capacity) shall exercise any independent
power to enforce any German Security or take any other action in relation to the enforcement of the German Security, or make or
receive any declarations in relation thereto.


 


9.12       Belgian
Security. Each Lender appoints the Collateral Agent to act as its agent (vertegenwoordiger/représentant) for the purposes
of the Belgian law of 15 December 2004 on financial collateral, as amended from time to time and any other applicable legislation.


 


SECTION 10.MISCELLANEOUS


 


10.1       Notices.


 


(a)       Notices
Generally. Any notice or other communication herein required or permitted to be given to a Credit Party, Co-Syndication Agent,
Collateral Agent, Administrative Agent or Swing Line Lender, shall be sent to such Person’s address as set forth on Appendix
B or in the other relevant Credit Document, and in the case of Issuing Bank or Lender, the address as indicated on Appendix B or
otherwise indicated to Administrative Agent in writing. Except as otherwise set forth in Section 3.3(b) or paragraph (b) below,
each notice hereunder shall be in writing and may be personally served or sent by telefacsimile (except for any notices sent to
Administrative Agent) or United States mail or Canada Post or courier service and shall be deemed to have been given when delivered
in person or by courier service and signed for against receipt thereof, upon receipt of telefacsimile, or three Business Days after
depositing it in the United States mail or Canada Post with postage prepaid and properly addressed; provided that no notice
to any Agent shall be effective until received by such Agent; provided further that any such


 




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notice or other communication shall at the
request of the Administrative Agent be provided to any sub-agent appointed pursuant to Section 9.3(c) hereto as designated by the
Administrative Agent from time to time.


 


(b)       Electronic
Communications. (1) Notices and other communications to Lenders and the Issuing Bank hereunder may be delivered or furnished
by electronic communication (including e mail and Internet or intranet websites, including the Platform) pursuant to procedures
approved by Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the Issuing Bank
pursuant to Section 2 if such Lender or Issuing Bank, as applicable, has notified Administrative Agent that it is incapable of
receiving notices under such Section by electronic communication. Administrative Agent or Borrower may, in its discretion, agree
to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it,
provided that approval of such procedures may be limited to particular notices or communications. Unless Administrative
Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s
receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during
the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business
on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall
be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause
(i) of notification that such notice or communication is available and identifying the website address therefor.


 


(2)       Each
Credit Party understands that the distribution of material through an electronic medium is not necessarily secure and that there
are confidentiality and other risks associated with such distribution and agrees and assumes the risks associated with such electronic
distribution, except to the extent caused by the willful misconduct or gross negligence of Administrative Agent, as determined
by a final, non-appealable judgment of a court of competent jurisdiction.


 


(3)       The
Platform and any Approved Electronic Communications are provided “as is” and “as available.” None of the
Agents nor any of their respective officers, directors, employees, agents, advisors or representatives (the “Agent Affiliates”)
warrant the accuracy, adequacy, or completeness of the Approved Electronic Communications or the Platform and each expressly disclaims
liability for errors or omissions in the Platform and the Approved Electronic 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 Agent Affiliates in connection with the Platform or the Approved
Electronic Communications.


 


(4)       Each
Credit Party, each Lender, Issuing Bank and each Agent agrees that Administrative Agent may, but shall not be obligated to, store
any Approved Electronic Communications on the Platform in accordance with Administrative Agent’s customary document retention
procedures and policies.


 


(5)       Any
notice of Default or Event of Default may be provided by telephone if confirmed promptly thereafter by delivery of written notice
thereof.


 


(c)       Private
Side Information Contacts. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender
to at all times have selected the “Private Side Information” or similar designation on the content declaration screen
of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance
procedures and Applicable Law, including United States federal and state securities laws, to make reference to information that
is not made available through the “Public Side Information” portion of the Platform and that may contain Non-Public
Information with respect to Borrower, its Subsidiaries or their securities for purposes of Applicable Law, including United States
federal or state securities laws.


 


10.2       Expenses.
Whether or not the transactions contemplated hereby shall be consummated, Borrower agrees to pay promptly (a) all the actual and
reasonable out-of-pocket costs and expenses incurred in connection with the negotiation, preparation and execution of the Credit
Documents and any consents, amendments, waivers or other modifications thereto; (b) all the reasonable out-of-pocket costs of furnishing
all opinions by counsel for Borrower and the other Credit Parties; (c) the reasonable and documented out-of-pocket fees, expenses
and disbursements of counsel to Agents and Issuing Bank in connection with the negotiation, preparation, execution and


 




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administration of the Credit Documents and
any consents, amendments, waivers or other modifications thereto and any other documents or matters requested by Borrower; (d)
all the actual costs and reasonable out-of-pocket expenses of creating, perfecting, recording, maintaining and preserving Liens
in favor of Collateral Agent, for the benefit of Secured Parties, including filing and recording fees, expenses and taxes, stamp
or documentary taxes, search fees, title insurance premiums and reasonable fees, expenses and disbursements of counsel to each
Agent and of counsel providing any opinions that any Agent or Requisite Lenders may request in respect of the Collateral or the
Liens created pursuant to the Collateral Documents; (e) all the actual costs and reasonable out-of-pocket fees, expenses and disbursements
of any auditors, accountants, consultants or appraisers; (f) all the actual costs and reasonable out-of-pocket expenses (including
the reasonable fees, expenses and disbursements of any appraisers, consultants, advisors and agents employed or retained by Collateral
Agent and its counsel) in connection with the custody or preservation of any of the Collateral; (g) all other actual and reasonable
out-of-pocket costs and expenses incurred by each Agent or Issuing Bank in connection with the syndication of the Loans, including
for purposes of this Section 10.2, Letters of Credit and Commitments and the transactions contemplated by the Credit Documents
and any consents, amendments, waivers or other modifications thereto; and (h) after the occurrence of a Default or an Event of
Default, all out-of-pocket costs and expenses, including reasonable attorneys’ fees and costs of settlement, incurred by
any Agent, Issuing Bank and Lender in enforcing any Obligations of or in collecting any payments due from any Credit Party hereunder
or under the other Credit Documents by reason of such Default or Event of Default (including in connection with the sale, lease
or license of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty) or in connection
with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out” or
pursuant to any insolvency or bankruptcy cases or proceedings.


 


10.3       Indemnity.


 


(a)       In
addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated,
each Credit Party agrees to defend indemnify, pay and hold harmless each Agent, Issuing Bank and Lender and the officers, partners,
members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender
(each, an “Indemnitee”), from and against any and all Indemnified Liabilities, in all cases, whether or not
caused by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall
have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities
arise from the gross negligence or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable
judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in
contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against
such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor
of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings
to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because
they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted
to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees
or any of them.


 


(b)       To
the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each
Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents,
on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether
or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection
with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated
hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the
proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases
and agrees not to sue upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to
exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients
of any information or other materials distributed by it through telecommunications, electronic or other information transmission
systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby.


 




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10.4       Set-Off.
In addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, upon the
occurrence of any Event of Default each Lender is hereby authorized by each Credit Party at any time or from time to time subject
to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), to set-off and to appropriate
and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured
or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by
such Lender to or for the credit or the account of any Credit Party (in whatever currency) against and on account of the obligations
and liabilities of any Credit Party to such Lender hereunder, the Letters of Credit and participations therein and under the other
Credit Documents, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and
participations therein or with any other Credit Document, irrespective of whether or not (a) such Lender shall have made any demand
hereunder or (b) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other
amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations and liabilities, or
any of them, may be contingent or unmatured. The applicable Lender shall notify Borrower and Administrative Agent of such set-off
and application, provided that any failure or any delay in giving such notice shall not affect the validity of any such
set-off and application under this Section 10.4.


 


10.5       Amendments
and Waivers.


 


(a)       Requisite
Lenders’ Consent. Subject to the additional requirements of Sections 10.5(b) and 10.5(c), no amendment, modification,
termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall
in any event be effective without the written concurrence of the Requisite Lenders; provided, that Administrative Agent
may, with the consent of Borrower only, amend, modify or supplement this Agreement to cure any ambiguity, omission, defect or inconsistency,
so long as such amendment, modification or supplement does not adversely affect the rights of any Lender or Issuing Bank.


 


(b)       Affected
Lenders’ Consent. Without the written consent of each Lender that would be directly affected thereby, no amendment, modification,
termination, or consent shall be effective if the effect thereof would:


 


(i)       extend
the scheduled final maturity of any Loan or Note;


 


(ii)       waive,
reduce or postpone any scheduled repayment (but not prepayment);


 


(iii)       extend
the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;


 


(iv)       reduce
the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to
Section 2.10) or any fee or any premium or other amount payable hereunder;


 


(v)       extend
the time for payment of any such interest or fees;


 


(vi)       reduce
the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;


 


(vii)       amend,
modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), Section 10.5(c) or any other provision
of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lenders;


 


(viii)       amend
the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of Requisite
Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders”
or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments
and the Revolving Loans are included on the Second Restatement Date;


 




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(ix)       release
all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly
provided in the Credit Documents; or


 


(x)       consent
to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document;


 


provided that for the avoidance of doubt, all Lenders
shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x).


 


(c)       Other
Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure
by any Credit Party therefrom, shall:


 


(i)       increase
any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided
that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an
increase in any Revolving Commitment of any Lender;


 


(ii)       amend,
modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent
of Swing Line Lender;


 


(iii)       alter
the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 without the consent of Lenders
holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all
Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being
allocated a lesser repayment or prepayment as a result thereof; provided that Requisite Lenders may waive, in whole or in
part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required
to be made is not altered;


 


(iv)       amend,
modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided
in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank;


 


(v)       amend,
modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security
Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security
Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under
Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,”
“Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable
Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the
written consent of any such Lender Counterparty;


 


(vi)       amend,
modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same
applies to the rights or obligations of any Agent, in each case without the consent of such Agent;


 


(vii)       amend
any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate
principal amount of the Delayed Draw Commitments;


 


(viii)       increase
any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided
that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an
increase in any Delayed Draw Commitment of any Lender; or


 




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(ix)       waive
any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the
Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.


 


(d)       Notwithstanding
Section 10.5(a) , any such agreement that shall extend the Revolving Commitment Termination Date or the Term Loan Maturity Date,
as applicable, of one or more Lenders (the “Extending Lender”) and does not amend any other provision of this
Agreement or the Credit Documents other than to change the Applicable Margin of Extending Lenders shall only require the consent
of Borrower, the Administrative Agent and the Extending Lenders.


 


Notwithstanding anything to the contrary, without the consent
of any other Person, the applicable Credit Party or Credit Parties and the Administrative Agent and/or Collateral Agent may (in
its or their respective sole discretion, or shall, to the extent required by any Credit Document) enter into any amendment or waiver
of any Credit Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion
or enhancement of any security interest in Collateral or additional property to become Collateral for the benefit of the Secured
Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties,
in any property or so that the security interests therein comply with applicable law.


 


(e)       Execution
of Amendments, etc. Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute
amendments, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific
instance and for the specific purpose for which it was given. No notice to or demand on any Credit Party in any case shall entitle
any Credit Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination,
waiver or consent effected in accordance with this Section 10.5 shall be binding upon each Lender at the time outstanding, each
future Lender and, if signed by a Credit Party, on such Credit Party.


 


10.6       Successors
and Assigns; Participations.


 


(a)       Generally.
This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit
of the parties hereto and the successors and assigns of Lenders. No Credit Party’s rights or obligations hereunder nor any
interest therein may be assigned or delegated by any Credit Party without the prior written consent of all Lenders. Nothing in
this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, Indemnitee Agent
Parties under Section 9.6 and Indemnitees under Section 10.3, their respective successors and assigns permitted hereby and, to
the extent expressly contemplated hereby, Affiliates of each of the Agents and Lenders) any legal or equitable right, remedy or
claim under or by reason of this Agreement.


 


(b)       Register.
Borrower, Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and
owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any
such Commitment or Loan shall be effective, in each case, unless and until recorded in the Register following receipt of a fully
executed Assignment Agreement effecting the assignment or transfer thereof, together with the required forms and certificates regarding
tax matters and any fees payable in connection with such assignment, in each case, as provided in Section 10.6(d). Each assignment
shall be recorded in the Register promptly following receipt by the Administrative Agent of the fully executed Assignment Agreement
and all other necessary documents and approvals, prompt notice thereof shall be provided to Borrower and a copy of such Assignment
Agreement shall be maintained, as applicable. The date of such recordation of a transfer shall be referred to herein as the “Assignment
Effective Date.” Any request, authority or consent of any Person who, at the time of making such request or giving such
authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee
or transferee of the corresponding Commitments or Loans, absent manifest error.


 


(c)       Right
to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations
under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations; provided,
however, that (x) pro rata assignments shall not be required and (y) each assignment, other than pursuant to Section
10.6(h), shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan and
any related Commitments):


 




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(i)       to
any Person meeting the criteria of clause (i) of the definition of the term “Eligible Assignee” upon the giving of
notice to Borrower and Administrative Agent and with the prior written consent (such consent not to be unreasonably withheld or
delayed) of Issuing Bank at the time of such assignment in the case of assignments of Revolving Loans or Revolving Commitments;
and


 


(ii)       to
any Person meeting the criteria of clause (ii) of the definition of the term “Eligible Assignee” upon giving of notice
to Borrower and Administrative Agent and, (x) in the case of assignments of Tranche A Term Loans, Tranche B Term Loans, Revolving
Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to Barclays or any of its affiliates),
consented to by each of Borrower and Administrative Agent and (y) in the case of assignments of Revolving Loans or Revolving Commitments
to any such Person, consented to by Issuing Bank; provided that any such consent (x) shall not be unreasonably withheld
or delayed or (y) in the case of Borrower shall not be required at any time an Event of Default shall have occurred and then be
continuing; provided, further that (A) each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate
amount of not less than $1,000,000 (or such lesser amount as may be agreed to by Borrower and Administrative Agent or as
shall constitute the aggregate amount of the Tranche B Term Loans, Revolving Commitments and Revolving Loans of the assigning
Lender) with respect to the assignment of the Tranche B Term Loans, Revolving Commitments and Revolving Loans, and $2,500,000
(or such lesser amount as may be agreed to by Borrower and Administrative Agent or as shall constitute the aggregate of the Tranche
A Term Loan) with respect to the assignment of Tranche A Term Loans and (B) any required Borrower consent shall be deemed
to have been given to any assignment of Loans or Commitments unless it shall object thereto by written notice to Administrative
Agent within 5 Business Days after having received notice thereof.


 


(d)       Mechanics.
Assignments and assumptions of Loans and Commitments by Lenders shall be effected by manual execution and delivery to Administrative
Agent of an Assignment Agreement. Assignments made pursuant to the foregoing provision shall be effective as of the Assignment
Effective Date. In connection with all assignments there shall be delivered to Administrative Agent such forms, certificates or
other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment
Agreement may be required to deliver pursuant to Section 2.20(d), together with payment to Administrative Agent of a registration
and processing fee of $3,500 (except that no such registration and processing fee shall be payable (x) in connection with an assignment
by or to Barclays or any Affiliate thereof or (y) in the case of an assignee which is already a Lender or is an Affiliate or Related
Fund of a Lender or a Person under common management with a Lender).


 


(e)       Representations
and Warranties of Assignee. Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments
and Loans, as the case may be, represents and warrants as of the Third Restatement Date or as of the Assignment Effective Date
that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments or loans
such as the applicable Commitments or Loans, as the case may be; and (iii) it will make or invest in, as the case may be, its Commitments
or Loans for its own account in the ordinary course and without a view to distribution of such Commitments or Loans within the
meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions
of this Section 10.6, the disposition of such Revolving Commitments or Loans or any interests therein shall at all times remain
within its exclusive control).


 


(f)       Effect
of Assignment. Subject to the terms and conditions of this Section 10.6, as of the “Assignment Effective Date”
(i) the assignee thereunder shall have the rights and obligations of a “Lender” hereunder to the extent of its interest
in the Loans and Commitments so assigned as reflected in the Register and shall thereafter be a party hereto and a “Lender”
for all purposes hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been
assigned to the assignee, relinquish its rights (other than any rights which survive the termination hereof under Section 10.8)
and be released from its obligations hereunder (and, in the case of an assignment covering all or the remaining portion of an assigning
Lender’s rights and obligations hereunder, such Lender shall cease to be a party hereto on the Assignment Effective Date);
provided that anything contained in any of the Credit Documents to the contrary notwithstanding, (y) Issuing Bank shall
continue to have all rights and obligations thereof with respect to such Letters of Credit until the cancellation or expiration
of such Letters of Credit and the reimbursement of any amounts drawn thereunder and (z) such assigning Lender shall continue to
be entitled to the benefit of all indemnities hereunder as specified herein with respect to matters arising out of the prior involvement
of such assigning Lender as a Lender hereunder; (iii) the Commitments shall be


 




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modified to reflect any Commitment of such
assignee and any Revolving Commitment of such assigning Lender, if any; and (iv) if any such assignment occurs after the issuance
of any Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable,
surrender its applicable Notes to Administrative Agent for cancellation, and thereupon Borrower shall issue and deliver new Notes,
if so requested by the assignee and/or assigning Lender, to such assignee and/or to such assigning Lender, with appropriate insertions,
to reflect the new Commitments and/or outstanding Loans of the assignee and/or the assigning Lender.


 


(g)       Participations.


 


(1)       Each
Lender shall have the right at any time to sell one or more participations to any Person (other than Borrower, its Subsidiaries
or any of its Affiliates) in all or any part of its Commitments or Loans or in any other Obligation.


 


(2)       The
holder of any such participation, other than an Affiliate of the Lender granting such participation, shall not be entitled to require
such Lender to take or omit to take any action hereunder except that the participation agreement may provide that the Lender must
first obtain the participant’s consent with respect to any amendment, modification or waiver that would (A) extend the final
scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Revolving Commitment
Termination Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or fees
thereon (except in connection with a waiver of applicability of any post default increase in interest rates) or reduce the principal
amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being
understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Commitment shall not constitute
a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent
of any participant if the participant’s participation is not increased as a result thereof), (B) consent to the assignment
or transfer by any Credit Party of any of its rights and obligations under this Agreement or (C) release all or substantially all
of the Collateral under the Collateral Documents (except as expressly provided in the Credit Documents) supporting the Loans hereunder
in which such participant is participating. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary
agent of Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and
stated interest) of each participant’s interest in the Loans or other obligations under this Agreement (the “Participant
Register”). The entries in the Participant Register shall be conclusive absent
manifest error and such Lender shall treat each person whose name is recorded in the Participant Register as the owner
of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.


 


(3)       Borrower
agrees that each participant shall be entitled to the benefits of Sections 2.18(c), 2.19 and 2.20 to the same extent as if it were
a Lender (subject to the requirements and limitations thereof, including the requirement to provide forms under Section 2.20(d))
and had acquired its interest by assignment pursuant to paragraph (c) of this Section; provided that a participant shall
not be entitled to receive any greater payment under Section 2.19 or 2.20 than the applicable Lender would have been entitled to
receive with respect to the participation sold to such participant, except to the extent that entitlement to a greater payment
results from a change in law that occurs after such Participant acquires the applicable participation. To the extent permitted
by law, each participant also shall be entitled to the benefits of Section 10.4 as though it were a Lender, provided such
participant agrees to be subject to Section 2.17 as though it were a Lender.


 


(h)       SPC.
Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special
purpose funding vehicle identified as such in writing from time to time by the Granting Lender to Administrative Agent and Borrower
(an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated
to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any
Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting
Lender shall be obligated to make such Loan pursuant to the terms hereof. Each party hereto hereby agrees that (i) an SPC shall
be entitled to the benefits of Sections 2.18(c), 2.19 and 2.20 to the same extent as if it were a Lender (subject to the requirements
and limitations thereof, including the requirement to provide forms under Section 2.20(d)) and had acquired its interest by assignment
pursuant to paragraph (c) of this Section; provided that an SPC shall not be entitled to receive any greater payment under
Section 2.19 or 2.20 than the applicable Lender would have been entitled to receive with respect to the Loans subject to such option,
except to the extent that entitlement to a greater payment results from a


 




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change in law that occurs after such SPC acquires
such option, (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender
would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other
modification of any provision of any Credit Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder
shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender.
Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of Borrower
and Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive
payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating
to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity
enhancement to such SPC.


 


(i)       Certain
Other Assignments and Participations. In addition to any other assignment or participation permitted pursuant to this Section
10.6, any Lender may assign and/or pledge all or any portion of its Loans, the other Obligations owed by or to such Lender, and
its Notes, if any, to secure obligations of such Lender including any Federal Reserve Bank or any central bank having jurisdiction
over such Lender as collateral security pursuant to Regulation A of the Board of Governors and any operating circular issued by
such Federal Reserve Bank or such other central bank having jurisdiction over such Lender; provided that no Lender, as between
Borrower and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge,
and provided further that in no event shall the applicable Federal Reserve Bank, pledgee or trustee be considered to be
a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder.


 


10.7       Independence
of Covenants. All covenants hereunder shall be given independent effect so that if a particular action or condition is not
permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations
of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.


 


10.8       Survival
of Representations, Warranties and Agreements. All representations, warranties and agreements made herein shall survive the
execution and delivery hereof and the making of any Credit Extension. Notwithstanding anything herein or implied by law to the
contrary, the agreements of each Credit Party set forth in Sections 2.18(c), 2.19, 2.20, 10.2, 10.3 and 10.4 and the agreements
of Lenders set forth in Sections 2.17, 9.3(b) and 9.6 shall survive the payment of the Loans, the cancellation or expiration of
the Letters of Credit and the reimbursement of any amounts drawn thereunder, and the termination hereof.


 


10.9       No
Waiver; Remedies Cumulative. No failure or delay on the part of any Agent or any Lender in the exercise of any power, right
or privilege hereunder or under any other Credit Document shall impair such power, right or privilege or be construed to be a waiver
of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other power, right or privilege. The rights, powers and remedies given to each Agent
and each Lender hereby are cumulative and shall be in addition to and independent of all rights, powers and remedies existing by
virtue of any statute or rule of law or in any of the other Credit Documents or any of the Hedge Agreements or Cash Management
Agreements. Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not
impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any
such right, power or remedy.


 


10.10       Marshalling;
Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit
Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes
a payment or payments to Administrative Agent or Lenders (or to Administrative Agent, on behalf of Lenders), or any Agent or Lenders
enforce any security interests or exercise their rights of set-off, and such payment or payments or the proceeds of such enforcement
or set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required
to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other state, provincial, territorial or federal
law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended
to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and
effect as if such payment or payments had not been made or such enforcement or set-off had not occurred.


 




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10.11       Severability.
In case any provision in or obligation hereunder or under any other Credit Document shall be invalid, illegal or unenforceable
in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision
or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.


 


10.12       Obligations
Several; Independent Nature of Lenders’ Rights. The obligations of Lenders hereunder are several and no Lender shall
be responsible for the obligations or Commitment of any other Lender hereunder. Nothing contained herein or in any other Credit
Document, and no action taken by Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders as a partnership, an
association, a joint venture or any other kind of entity. The amounts payable at any time hereunder to each Lender shall be a separate
and independent debt, and each Lender shall be entitled to protect and enforce its rights arising out hereof and it shall not be
necessary for any other Lender to be joined as an additional party in any proceeding for such purpose.


 


10.13       Headings.
Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other
purpose or be given any substantive effect.


 


10.14       APPLICABLE
LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


10.15       CONSENT
TO JURISDICTION.


 


(a)       SUBJECT
TO CLAUSE (E) OF THE FOLLOWING SENTENCE, ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY ARISING OUT OF OR RELATING HERETO OR
ANY OTHER CREDIT DOCUMENTS, OR ANY OF THE OBLIGATIONS, SHALL BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION
IN THE BOROUGH OF MANHATTAN IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH CREDIT
PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (A) ACCEPTS GENERALLY AND UNCONDITIONALLY THE EXCLUSIVE JURISDICTION
AND VENUE OF SUCH COURTS (OTHER THAN WITH RESPECT TO ACTIONS BY ANY AGENT IN RESPECT OF RIGHTS UNDER ANY COLLATERAL DOCUMENT GOVERNED
BY LAWS OTHER THAN THE LAWS OF THE STATE OF NEW YORK OR WITH RESPECT TO ANY COLLATERAL SUBJECT THERETO); (B) WAIVES ANY DEFENSE
OF FORUM NON CONVENIENS; (C) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED
OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE CREDIT PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION
10.1; (D) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE
CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT;
AND (E) AGREES THAT AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS
AGAINST ANY CREDIT PARTY IN THE COURTS OF ANY OTHER JURISDICTION IN CONNECTION WITH THE EXERCISE OF ANY RIGHTS UNDER ANY SECURITY
DOCUMENT OR THE ENFORCEMENT OF ANY JUDGMENT.


 


(b)       EACH
CREDIT PARTY THAT IS ORGANIZED UNDER THE LAWS OF A JURISDICTION OUTSIDE THE UNITED STATES HEREBY APPOINTS VPI AS ITS AGENT FOR
SERVICE OF PROCESS IN ANY MATTER RELATED TO THIS AGREEMENT OR THE OTHER CREDIT DOCUMENTS AND VPI HEREBY ACCEPTS SUCH APPOINTMENT.
EACH GERMAN GUARANTOR HEREBY RELEASES VPI FROM THE RESTRICTIONS IMPOSED BY SECTION 181 GERMAN CIVIL CODE (BÜRGERLICHES GESETZBUCH)
AND SIMILAR RESTRICTIONS APPLICABLE TO IT PURSUANT TO ANY OTHER LAW, IN EACH CASE TO THE EXTENT LEGALLY POSSIBLE TO THAT CREDIT
PARTY.


 


10.16       WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION 


 




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BASED UPON OR ARISING HEREUNDER OR UNDER
ANY OF THE OTHER CREDIT DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER
RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT
MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH
OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT
TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH
WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT
HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION
WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY
A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 10.16 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER
SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT DOCUMENTS OR
TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED
AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


 


10.17       Confidentiality.
Each Agent and each Lender (which term shall for the purposes of this Section 10.17 include the Issuing Bank) shall hold all Non-Public
Information regarding Borrower and its Subsidiaries and their businesses identified as such by Borrower or such Subsidiary (or
which is reasonably apparent to be of a confidential nature, even if not so identified) and obtained by such Agent and such Lender
pursuant to the requirements hereof in accordance with such Agent’s and such Lender’s customary procedures for handling
confidential information of such nature, it being understood and agreed by Borrower that, in any event, the Administrative Agent
may disclose such information to the Lenders and each Agent and each Lender may make (i) disclosures of such information to Affiliates
of such Lender and to their respective agents and advisors (and to other Persons authorized by a Lender or Agent to organize, present
or disseminate such information in connection with disclosures otherwise made in accordance with this Section 10.17), (ii) disclosures
of such information reasonably required by any bona fide or potential assignee, transferee or participant in connection with the
contemplated assignment, transfer or participation of any Loans or any participations therein or by any direct or indirect contractual
counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to Borrower and its obligations
(provided that such assignees, transferees, participants, counterparties and advisors are advised of and agree to be bound
by either the provisions of this Section 10.17 or other provisions at least as restrictive as this Section 10.17), (iii) disclosure
to any rating agency when required by it, provided that, prior to any disclosure, such rating agency shall undertake in
writing to preserve the confidentiality of any confidential information relating to Credit Parties received by it from any Agent
or any Lender, (iv) disclosures necessary in connection with the exercise of any remedies hereunder or under any other Credit Document,
(v) disclosures required or requested by any Governmental Authority or pursuant to legal or judicial process; provided that,
unless specifically prohibited by Applicable Law or court order, each Lender and each Agent shall make reasonable efforts to notify
Borrower of any request by any Governmental Authority or representative thereof (other than any such request in connection with
any examination of the financial condition or other routine examination of such Lender by such Governmental Authority) for disclosure
of any such Non-Public Information reasonably in advance of disclosure of such information (and each Agent and Lender shall cooperate
with Borrower and its Subsidiaries (at the sole cost and expense of Borrower and its Subsidiaries) to limit any such disclosure)
and (vi) disclosures to any other Person with the written consent of the Borrower. In addition, each Agent and each Lender may
disclose the existence of this Agreement and the information about this Agreement to service providers to Agents and Lenders in
connection with the administration and management of this Agreement and the other Credit Documents.


 


10.18       Usury
Savings Clause. If any provision of this Agreement or of any of the other Credit Documents would obligate any Credit Party
to make any payment of interest or other amount payable to any Agent or any Lender in an amount or calculated at a rate which would
be prohibited by law or would result in a receipt by such Agent or Lender of interest at a criminal rate (as such terms are construed
under the Criminal Code (Canada))


 




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or in excess of the Highest Lawful Rate, then
notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum
amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by such Agent or
such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by
reducing the amount or rate of interest required to be paid to such Agent or such Lender under Section 2.8, and (2) thereafter,
by reducing any fees, commissions, premiums and other amounts required to be paid to such Agent or such Lender which would constitute
“interest” for purposes of Section 347 of the Criminal Code (Canada) or for the purposes of determining the
Highest Lawful Rate. Notwithstanding the foregoing, it is the intention of Lenders and Borrower to conform strictly to any applicable
usury laws, and after giving effect to all adjustments contemplated in the preceding sentence, if an Agent or Lender shall have
received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada) or by application of
the Highest Lawful Rate, such Credit Party shall be entitled, by notice in writing to such Agent or such Lender, to obtain reimbursement
from such Agent or such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to
be an amount payable by such Agent or such Lender to such Credit Party. Any amount or rate of interest referred to in this Section
10.18 shall be determined in accordance with GAAP as an effective annual rate of interest over the term that the applicable Loan
remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest”
(as defined in the Criminal Code (Canada) or for the purposes of determining the Highest Lawful Rate) shall, if they relate
to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Third Restatement
Date to the later of the Revolving Commitment Termination Date or the Term Loan Commitment Termination Date and, in the event of
a dispute, a certificate of an actuary appointed by Administrative Agent shall be conclusive for the purposes of such determination
absent manifest error.


 


10.19       Counterparts.
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original,
but all such counterparts together shall constitute but one and the same instrument. Delivery of an executed counterpart to this
Agreement by facsimile transmission or other electronic transmission shall be effective as delivery of a manually signed counterpart
of this Agreement.


 


10.20       Effectiveness;
Entire Agreement. This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto
and receipt by Borrower and Administrative Agent of written notification of such execution and authorization of delivery thereof.


 


10.21       PATRIOT
Act; PCTFA. Each Lender to whom the PATRIOT Act applies and Administrative Agent (for itself and not on behalf of any Lender)
hereby notifies each Credit Party that pursuant to the requirements of the PATRIOT Act and the PCTFA, it is required to obtain,
verify and record information that identifies each Credit Party, which information includes the name and address of each Credit
Party and other information that will allow such Lender or Administrative Agent, as applicable, to identify such Credit Party in
accordance with those Acts.


 


10.22       Electronic
Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like
import in any Assignment Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form,
each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic
Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar
state laws based on the Uniform Electronic Transactions Act, the Commerce Act (Ontario) or any similar provincial, territorial
or federal laws.


 


10.23       No
Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”)
may have economic interests that conflict with those of Borrower, its stockholders and/or its affiliates. Borrower agrees that
nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary
or other implied duty between any Lender, on the one hand, and Borrower, its stockholders or its affiliates, on the other. The
Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of
rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand,
and Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an
advisory or fiduciary responsibility in favor of Borrower, its stockholders or its affiliates


 




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with respect to the transactions contemplated
hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any
Lender has advised, is currently advising or will advise Borrower, its stockholders or its Affiliates on other matters) or any
other obligation to Borrower except the obligations expressly set forth in the Credit Documents and (y) each Lender is acting solely
as principal and not as the agent or fiduciary of Borrower, its management, stockholders, creditors or any other Person. Borrower
has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its
own independent judgment with respect to such transactions and the process leading thereto. Borrower agrees that it will not claim
that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrower, in connection
with such transaction or the process leading thereto.


 


10.24       Judgment
Currency.


 


(a)       If,
for the purpose of obtaining or enforcing judgment against any Credit Party in any court in any jurisdiction, it becomes necessary
to convert into any other currency (such other currency being hereinafter in this Section 10.24 referred to as the “Judgment
Currency”) an amount due under any Credit Document in any currency (the “Obligation Currency”) other
than the Judgment Currency, the conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding
the date of actual payment of the amount due, in the case of any proceeding in the courts of any jurisdiction that will give effect
to such conversion being made on such date, or the date on which the judgment is given, in the case of any proceeding in the courts
of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 10.24 being hereinafter
in this Section 10.24 referred to as the “Judgment Conversion Date”).


 


(b)       If,
in the case of any proceeding in the court of any jurisdiction referred to in Section 10.24(a), there is a change in the rate of
exchange prevailing between the Judgment Conversion Date and the date of actual receipt for value of the amount due, then the applicable
Credit Party or Credit Parties shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary
to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the
date of payment, will provide the amount of the Obligation Currency which could have been purchased with the amount of the Judgment
Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount
due from any Credit Party under this Section 10.24(b) shall be due as a separate debt and shall not be affected by judgment being
obtained for any other amounts due under or in respect of any of the Credit Documents.


 


(c)       The
term “rate of exchange” in this Section 10.24 means the rate of exchange at which Administrative Agent, on the relevant
date at or about 12:00 noon (New York time), would be prepared to sell, in accordance with Administrative Agent’s normal
course foreign currency exchange practices, the Obligation Currency against the Judgment Currency.


 


10.25       Joint
and Several Liability. Notwithstanding any other provision contained herein or in any other Credit Documents, if a “secured
creditor” (as that term is defined under the BIA) is determined by a court of competent jurisdiction not to include a Person
to whom obligations are owed on a joint or joint and several basis, then any Canadian Credit Party’s Obligations (and the
Obligations of each other Credit Party with respect thereto), to the extent such Obligations are secured, only shall be several
obligations and not joint or joint and several obligations.


 


10.26       Advice
of Counsel; No Strict Construction. Each of the parties represents to each other party hereto that it has discussed this Agreement
and the other Credit Documents with its counsel. The parties hereto have participated jointly in the negotiation and drafting of
this Agreement and the other Credit Documents. In the event an ambiguity or question of intent or interpretation arises, this Agreement
and each of the other Credit Documents shall be construed as if drafted jointly by the parties hereto and no presumption or burden
of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement or any other
Credit Document.


 


10.27       Day
Not a Business Day. In the event that any day on or before which any action, calculation, determination or allocation is required
to be taken hereunder is not a Business Day, then such action, calculation, determination or allocation shall be required to be
taken at the requisite time on or before the first succeeding day


 




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that is a Business Day thereafter, unless
such day is in the next calendar month, in which case such action, calculation, determination or allocation shall be required to
be taken at the requisite time on the first preceding day that is a Business Day.


 


10.28       Limitations
Act, 2002. Each of the parties hereto agrees that any and all limitation periods provided for in the Limitations Act, 2002
(Ontario) or any other Applicable Law that provides for or relates to limitation periods, shall be excluded from application to
the Obligations and any undertaking, covenant, indemnity or other agreement of any Credit Party provided for in any Credit Document
to which it is a party in respect thereof, in each case to fullest extent permitted by such Act or other Applicable Law.


 


10.29       Parallel
Debt (The Netherlands, Poland, Japan, Serbia, Slovenia).


 


(a)       Notwithstanding
anything to the contrary contained in this Agreement and the other Credit Documents and solely for the purpose of ensuring and
preserving the validity and effect of the security rights granted and to be granted under or pursuant to the Collateral Documents
governed by the laws of The Netherlands, the laws of Poland, the laws of Japan, the laws of Serbia and the laws of Slovenia (the
“Foreign Security Agreements”), each of the Lenders and the other parties hereto hereby acknowledges and consents
to (i) each Credit Party that is a party to the Foreign Security Agreements undertaking herein to pay to the Administrative Agent,
in its individual capacity as creditor in its own right and not as agent, representative or trustee, as a separate independent
obligation to the Administrative Agent, the amount of its Parallel Debt (which each such Credit Party hereby so undertakes to do),
and (ii) the security rights contemplated by the Foreign Security Agreements being granted in favor of the Administrative Agent
in its individual capacity and not as agent, representative or trustee of the Lenders, as security for its claims under the Parallel
Debt and consequently the Administrative Agent becoming the sole security beneficiary of such security rights.


 


(b)       Each
Credit Party acknowledges and agrees that it may not pay its Parallel Debt other than at the instruction of, and in the manner
instructed by, the Administrative Agent; provided, however, that no Credit Party shall be obligated to pay any amount
of its Parallel Debt unless and until a corresponding amount of its Underlying Debt shall have become due and payable.


 


(c)       To
the extent any amount is paid to and received by the Administrative Agent in payment of the Parallel Debt, the total amount due
and payable in respect of the Underlying Debt shall be decreased as if such amount were received by the Secured Parties or any
of them in payment of the corresponding Underlying Debt.


 


10.30       Parallel
Debt (France). For the purpose of any Collateral Document or Lien governed by the laws of France (the “French Security
Documents”) and all security interest created thereunder:


 


(a)       Notwithstanding
any other provision of this Agreement, each Credit Party hereby irrevocably and unconditionally undertakes to pay to the Administrative
Agent, as creditor in its own right and not as representative of the other Secured Parties, sums equal to and in the currency of
each amount payable by such Credit Party to each of the Secured Parties under each of the Credit Documents as and when that amount
falls due for payment under the relevant Credit Document (the “French Parallel Debt”).


 


(b)       Each
Credit Party and the Administrative Agent acknowledge that the obligations of each Credit Party under paragraph (a) above are several
and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of that Credit Party
to any Secured Party under any Credit Document (its “Corresponding Debt”) nor shall the amounts for which each
Credit Party is liable under the French Parallel Debt be limited or affected in any way by its Corresponding Debt; provided
that:


 


(i)the French Parallel Debt of each Credit Party
shall be decreased to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations)
discharged;


 




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(ii)the Corresponding Debt of each Credit Party
shall be decreased to the extent that its French Parallel Debt has been irrevocably paid or (in the case of guarantee obligations)
discharged; and


 


(iii)the amount of the French Parallel Debt
of a Credit Party shall at all times be equal to the amount of its Corresponding Debt.


 


(c)       For
the purpose of this Section 10.30, the Administrative Agent acts in its own name and not as a trustee, and its claims in respect
of the French Parallel Debt shall not be held on trust. The Collateral granted under the French Security Documents to the Administrative
Agent pursuant to the provisions of this Section 10.30 is granted to the Administrative Agent in its capacity as creditor of the
French Parallel Debt and shall not be held on trust.


 


(d)       All
moneys received or recovered by the Administrative Agent pursuant to this Section 10.30, and all amounts received or recovered
by the Administrative Agent from or by the enforcement of any Security granted under the French Security Documents, shall be applied
in accordance with Section 10.30.


 


(e)       For
the purpose of any vote taken under any Credit Document, the Administrative Agent shall not be regarded as having any participation
or commitment other than those which it has in its capacity as a Lender.


 


10.31       Parallel
Debt (Hungary). Each Agent and Secured Party (other than the Collateral Agent) hereby authorizes and appoints the Collateral
Agent to accept, manage and enforce, as its representative (in Hungarian: “bizományos” or, after the
entry into force of Act V of 2013 on the new Hungarian civil code (the “New Hungarian Civil Code”), “zálogjogosulti
bizományos”) any Collateral granted to the Collateral Agent acting for such Secured Party in relation to the Credit
Documents and to act and execute on its behalf in such capacity, subject to the terms of the Counterpart Agreement entered into
by a Guarantor incorporated under the laws of Hungary, amendments or releases of, accessions and alterations to, and to carry out
similar dealings with regard to any Credit Document governed by the laws of Hungary or entered into by a Guarantor incorporated
under the laws of Hungary. For the purposes of the New Hungarian Civil Code, (i) this provision constitutes the agreement of all
Secured Parties regarding the authorization and appointment of the Collateral Agent as “zálogjogosulti bizományos”
for enforcing any Counterpart Agreement entered into by a Guarantor incorporated under the laws of Hungary and enforcing, managing
and administering the charge based Collateral in Hungary (for the purposes of, and as envisaged by, Article 5:96.§ (1)
of the New Hungarian Civil Code); (ii) in case there are discrepancies between the regulations of Article 5:96.§ (1)
of the New Hungarian Civil Code and such Counterpart Agreement, the terms of such Counterpart Agreement prevail to the extent permitted
by law; and (iii) as permitted by Regulation (EC) No 593/2008 of 17 June 2008, this Clause 10.31 shall be governed by Hungarian
law. The Collateral Agent hereby accepts and the Guarantors hereby acknowledge such appointment as of the date hereof.


 


10.32       Parallel
Debt (Germany). For the purposes of any Collateral Document or Lien granted to a Secured Party (including the Collateral Agent)
and governed by the laws of the Federal Republic of Germany:


 


(a)       Each
Credit Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent as creditor in its own right and
not as a representative of the other Secured Parties amounts equal to the respective Underlying Debt.


 


(b)       Each
Credit Party and the Collateral Agent acknowledge that the obligations of each Credit Party under paragraph (a) above are several
and are separate and independent from, and shall not in any way limit or affect, the Underlying Debt (its “Corresponding
Debt”) nor shall the amounts for which each Credit Party is liable under paragraph (a) above (its “German Parallel
Debt”) be limited or affected in any way by its Corresponding Debt provided that:


 




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(A)       The
Collateral Agent shall not demand payment with regard to the German Parallel Debt of each Credit Party to the extent that such
Credit Party’s Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and


 


(B)       a
Secured Party shall not demand payment with regard to the Corresponding Debt of each Credit Party to the extent that such Credit
Party’s Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged.


 


(c)       The
Collateral Agent acts in its own name and not as a trustee, and its claims in respect of the German Parallel Debt shall not be
held on trust. The Liens granted under the Credit Documents to the Collateral Agent to secure the German Parallel Debt is granted
to the Collateral Agents in its capacity as creditor of the German Parallel Debt and shall not be held on trust.


 


(d)       All
monies received or recovered by the Collateral Agent pursuant to this Section 10.32 (Parallel Debt (Germany)), and all amounts
received or recovered by the Collateral Agent from or by the enforcement of any Lien granted to secure the German Parallel Debt,
shall be applied in accordance with this Agreement.


 


(e)       Without
limiting or affecting the Collateral Agent’s rights against the Credit Parties (whether under this Section 10.32 or under
any other provision of the


 


Credit Documents), each Credit
Party acknowledges that:


 


(A)       nothing
in this Section 10.32 shall impose any obligation on the Collateral Agent to advance any sum to any Credit Party or otherwise under
any Credit Document, except in its capacity as lender; and


 


(B)       for
the purpose of any vote taken under any Credit Document, the Collateral Agent shall not be regarded as having any participation
or commitment other than those which it has in its capacity as a lender.


 


10.33       Parallel
Debt (Belarus).


 


(a)       For
purposes of each Collateral Document governed by the laws of (or to the extent affecting assets situated in) Belarus, notwithstanding
anything to the contrary contained herein or in any other Credit Document, Hedge Agreement or Cash Management Agreement:


 


(i)       Each
Credit Party must pay the Collateral Agent, as an independent and separate creditor, an amount equal to each Secured Party Claim
on its due date (each a “Collateral Agent Claim”). For the purposes of Belarusian law, the Collateral Agent
is the joint and several creditor with each other Secured Party in respect of each Secured Party Claim, having an independent right
to demand and enforce payment of each Collateral Agent Claim on the terms set out in clauses (v) to (xii) below.


 


(ii)       Unless
expressly provided to the contrary in any Credit Document, Hedge Agreement or Cash Management Agreement, the Collateral Agent holds:


 


(1)       the
benefit of any Collateral Agent Claims; and


 


(2)       any
proceeds of the enforcement of any Collateral Documents governed by Belarusian law, for the benefit, and as the property, of, and
on trust for, the Secured Parties and so that they are not available to the personal creditors of the Collateral Agent.


 


(iii)       The
Collateral Agent will separately identify in its records the property rights referred to in clause (i) above.


 


(iv)       The
property rights under clause (i) above are located in the jurisdiction where the Collateral Agent maintains its accounts in respect
of those property rights.


 




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(v)       The
Collateral Agent may enforce performance of any Collateral Agent Claim in its own name as an independent and separate right. This
includes filing any suit, execution, enforcement of Collateral Documents governed by Belarusian law in accordance with their respective
terms, recovery of guarantees and applications for and voting in respect of any kind of insolvency proceeding.


 


(vi)       Each
Secured Party must, at the request of the Collateral Agent, perform any act required in connection with the enforcement of any
Collateral Agent Claim. This includes issuing a power of attorney to the Collateral Agent and joining in any proceedings as co-claimant
with the Collateral Agent.


 


(vii)       Unless
the Collateral Agent fails to enforce a Collateral Agent Claim within a reasonable time after its due date, a Secured Party may
not take any action to enforce the corresponding Secured Party Claim unless it is requested to do so by the Collateral Agent.


 


(viii)       Each
Credit Party irrevocably and unconditionally waives any right it may have to require a Secured Party to join in any proceedings
as co-claimant with the Collateral Agent in respect of any Collateral Agent Claim.


 


(ix)       Discharge
by a Credit Party of a Secured Party Claim will discharge the corresponding Collateral Agent Claim in the same amount and discharge
by a Credit Party of a Collateral Agent Claim will discharge the corresponding Secured Party Claim in the same amount.


 


(x)       The
aggregate amount of the Collateral Agent Claims will never exceed the aggregate amount of Secured Party Claims.


 


(xi)       A
defect affecting a Collateral Agent Claim against a Credit Party will not affect any Secured Party Claim and a defect affecting
a Secured Party Claim against a Credit Party will not affect any Collateral Agent Claim.


 


(xii)       If
the Collateral Agent returns to any Credit Party, whether in any kind of insolvency proceedings or otherwise, any recovery in respect
of which it has made a payment to a Secured Party, that Secured Party must repay an amount equal to that recovery to the Collateral
Agent.


 


(b)       Each
Secured Party:


 


(i)       Confirms
its approval of each Collateral Document governed by Belarusian law; and


 


(ii)       Authorizes
and directs the Collateral Agent to enter into and enforce the Collateral Documents governed by Belarusian law in its own name
as the joint and several creditor with each Secured Party.”


 


10.34       Parallel
Debt (Belgium).


 


(a)       For
the purpose of this Section 10.34, “Corresponding Obligations” means, with respect to each Guarantor incorporated under
the laws of Belgium (each, a “Belgian Guarantor”), any Guarantor’s obligations and liabilities (whether
present or future, actual or contingent, and whether incurred jointly or severally, and whether as principal, guarantor or in some
other capacity) to one or more Lenders (or any of their successors, transferees or assigns) (i) under or in connection with the
Credit Agreement or the other Credit Documents (but, for the avoidance of doubt, excluding the Parallel Debt Undertaking (as defined
below)), as the same may be amended, supplemented, extended or restated from time to time (including by way of novation), however
fundamental any amendment, supplement, extension or restatement may be, including (without affecting the generality of the foregoing)
a change of purpose of any facility or the addition of any facility, or (ii) in connection with any other Indebtedness as the Collateral
Agent (acting on instructions of all Lenders) and the Borrower may agree from time to time.


 


(b)       Each
Belgian Guarantor irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts equal to the Corresponding
Obligations as they may exist from time to time (each, a “Parallel Debt 


 




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Undertaking”). Each Parallel
Debt Undertaking will become due and payable at the same time as the Corresponding Obligations become due and payable.


 


(c)       The
rights of the Collateral Agent under this Section 10.34 are several and independent from any right that a Lender may have under
the Credit Agreement or the other Credit Documents. The Collateral Agent may therefore enforce performance of the Parallel Debt
Undertaking in its own name as an independent and separate right. This includes any suit, execution, enforcement of security, recovery
of guarantees and applications for and voting in respect of any kind of insolvency proceeding.


 


(d)       An
amount paid by a Belgian Guarantor to the Collateral Agent in respect of the Parallel Debt Undertaking will discharge the liability
of such Belgian Guarantor under the Corresponding Obligations in an equal amount.


 


(e)       The
aggregate amount outstanding under the Parallel Debt Undertaking will never exceed the aggregate amount outstanding under the Corresponding
Obligations.


 


(f)       The
Collateral Agent acts under the Credit Agreement and the other Credit Documents as a creditor under the Parallel Debt Undertaking.


 


10.35       Acknowledgement
and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Credit 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 Credit Document, to the extent such liability is unsecured, may be subject to the
write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound
by:


 


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


 


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


 


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


 


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


 


 


 


 


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EXHIBIT B


 


[See attached]


 




     


     


    

ANNEX A TO

COMPLIANCE CERTIFICATE






 


FOR THE FISCAL [QUARTER] [YEAR] ENDING [      ],
20[  ].






 


	1.Consolidated Adjusted EBITDA: (i) - (ii) =	$[___,___,___]
	(i)(a)Consolidated Net Income:	$[___,___,___]
	(b)Consolidated Interest Expense:	$[___,___,___]
	(c)provisions for taxes based on income:	$[___,___,___]
	(d)total depreciation expense:	$[___,___,___]
	(e)total amortization expense:	$[___,___,___]
	(f)fees and expenses incurred in connection with the Transactions or the 2010 Transactions:	

$[___,___,___]
	(g)non-cashextraordinary, unusual or non-recurring expenses or charges (including costs of, and payments of, litigation expenses, actual or prospective legal settlements, fines, judgments or orders); provided that in the case of costs of, and payments of, litigation expenses, actual or prospective legal settlements, fines, judgments or orders added back to Consolidated Adjusted EBITDA pursuant to this clause (g), such amount shall not exceed $500,000,000 in any twelve month period, of which no more than $250,000,000 may pertain to any such costs, payments, expenses, settlements, fines, judgments or orders, in each case, arising out of any actual or potential claim, investigation, litigation or other proceeding that the Borrower has not publicly disclosed (via press release and or any filing with the SEC) on or prior to the Amendment No. 14 Effective Date:	$[___,___,___]
	(h)(i) restructuring charges (which, for the avoidance of doubt, shall include retention, severance, systems establishment costs, excess pension charges, contract termination costs and costs to consolidate facilities and relocate employees) not to exceed (x) $100,000,000 in any twelve-month period ending on or prior to December 31, 2013 and (y) $200,000,000 in any twelve-month period ending after December 31, 2013 (in each case, other than such charges contemplated by the following clause (ii)) and (ii) (w) in any twelve-month period ending on or prior to December 31, 2013, any restructuring charges (which, for the avoidance of doubt, shall include retention, severance, systems establishment costs, excess pension charges, contract termination costs and costs to consolidate facilities and relocate employees and charges in connection with the termination or settlement of employee stock options, restricted stock units and performance stock units) in connection with the Medicis Acquisition, (x) on or prior to December 31, 2014, any restructuring charges (which, for the avoidance of doubt, shall include retention, severance, systems establishment costs, excess pension charges, contract termination costs and costs to consolidate facilities and relocate employees and charges in connection with the termination or settlement of employee stock options, restricted stock units 	



$[___,___,___]



    


 




     


     


    

	and performance stock units) in connection with the Bausch & Lomb Acquisition, (y) on or prior to March 31, 2016, any restructuring charges (which, for the avoidance of doubt, shall include retention, severance, systems establishment costs, excess pension charges, contract termination costs and costs to consolidate facilities and relocate employees and charges in connection with the termination or settlement of employee stock options, restricted stock units and performance stock units) in connection with the Sun Acquisition and (z) any restructuring charges (which, for the avoidance of doubt, shall include retention, severance, systems establishment costs, excess pension charges, contract termination costs and costs to consolidate facilities and relocate employees and charges in connection with the termination or settlement of employee stock options, restricted stock units and performance stock units, in each case in existence as of the Original Closing Date) in connection with the Sanitas Acquisition, the Transactions or the 2010 Transactions:	 
	(i)any extraordinary gain or loss and any expense or charge attributable to the disposition of discontinued operations:	$[___,___,___]
	(j)(i) fees and expenses in connection with any proposed or actual issuance of any Indebtedness or Equity Interests, or any proposed or actual acquisitions, investments, asset sales or divestitures permitted hereunder, in an aggregate amount not to exceed (x) $150,000,000 in any twelve-month period ending on or prior to March 31, 2017 and (y) $75,000,000 in any twelve -monthtwelve-month period ending after March 31, 2017 (in each case, other than such fees and expenses contemplated by the following clause) and (ii) (x) fees and expenses in connection with the Medicis Acquisition and, (y) fees and expenses in connection with the Bausch & Lomb Acquisition and (z) fees and expenses in connection with the Sun Acquisition:	$[___,___,___]
	(k)other non-Cash charges (including impairment charges and other write offs of intangible assets and goodwill, but excluding any such non-Cash charge to the extent that it represents an accrual or reserve for potential Cash items in any future period or amortization of a pre-paidprepaid Cash charge that was paid in a prior period); provided that if any such non-Cash charge (or any portion thereof) represents an accrual or reserve for any potential Cash items in any future period, (i) the Borrower may elect not to add back such non-Cash charge in the then-current period and instead add back such amount to a following period, and (ii) to the extent the Borrower elects to add back such non-Cash charge, the Cash payment in respect thereof in such future period shall be subtracted from Consolidated Adjusted EBITDA to the same extent in such future period:	$[___,___,___]
	(l)the amount of costs savings and synergies projected by the Borrower in good faith to be realized on or prior to September 30, 2012 as a result of the 2010 Transactions, net of the amount of actual cost savings and synergies realized during such period as a result of the 2010 Transactions; provided that (i) such cost savings and synergies are (A) reasonably identifiable, (B) factually supportable and (C) certified by the chief financial officer (or the equivalent thereof) of Borrower and (ii) the aggregate amount of such cost savings and synergies increasing Consolidated Adjusted EBITDA pursuant to this clause (l) shall not exceed $140,000,000:	$[___,___,___]



   


 




     


     


    

	(m)fees and expenses in connection with the amendment, amendment and restatement, supplement, modification or waiver of this Agreement or any other Indebtedness, whether or not successful:	$[___,___,___]
	(n)costs, fees and expenses relating to (i) Philidor Rx Services-related matters and/or product pricing-related matters, (ii) the Inaccurate Information and (iii) any review by the Board of Directors, including any special or ad hoc committee thereof, related to any of the foregoing items in (i) and (ii). Without limiting the items related to the foregoing sentence, such costs, fees and expenses may include, without limitation, all costs, fees and expenses in connection with (w) any employee retention and/or severance implemented after March 1, 2016, (x) any hearing, investigation or litigation related to any of the foregoing, (y) the revision, restatement or supplement of corresponding financial information related to the Borrower as a result of any of the foregoing and (z) any advisors, counsel or consultants related to any of the foregoing, in an aggregate amount under this clause (n) not to exceed $175,000,000:	$[___,___,___]
	(o) the amount of any expense, charge or loss, in each case that is actually reimbursed or reasonably expected to be reimbursed within 365 days by third parties pursuant to indemnification or reimbursement provisions or similar agreements or insurance (it being understood that if the amount received in Cash under any such agreement or insurance in any period exceeds the amount of expense, charge or loss during such period, any excess amount received may be carried forward and applied against any expense, charge or loss in any future period); provided that if any expected reimbursements added back pursuant to this clause (o) are not received within the time period required hereby, such amounts shall be subtracted from Consolidated Adjusted EBITDA with respect to such period:	$[___,___,___]
	              Sum of (i)(a) through (i)(o) = (i)	$[___,___,___]
	(ii)other non-Cash gains
                                                           increasing Consolidated Net Income for such period (excluding any such non-Cash gain to the extent it represents the
                                                           reversal of an accrual or reserve for potential Cash items in any prior period and any such non-Cash gain relating to Cash
                                                           received in a prior period (or to be received in a future period)):
	$[___,___,___]
	2.Consolidated Interest Expense:	$[___,___,___]
	3.Consolidated Excess Cash Flow: (i) - (ii) =	$[___,___,___]
	(i)(a)Consolidated Net Income:	$[___,___,___]
	(b)to the extent reducing Consolidated Net Income, the sum, without duplication, of amounts for non Cash charges reducing Consolidated Net Income (including for depreciation and amortization and impairment charges and other write offs of intangible assets and goodwill but excluding any such non Cash charge to the extent that it represents an accrual or reserve for a potential Cash charge in any future period or amortization of a prepaid Cash charge that was paid in a prior period):	$[___,___,___]
	(c)Consolidated Working Capital Adjustment:	$[___,___,___]



     


 




     


     


    

	(ii)(a) the amounts for such period paid from Internally Generated Cash of (1) voluntary or mandatory permanent principal prepayments, mandatory repurchases or scheduled repayments of Indebtedness for borrowed money (excluding (I) repayments of Revolving Loans or, Swing Line Loans or other revolving lines of credit except to the extent the Revolving Commitments or other revolving lines of credit are permanently reduced in connection with such repayments and (II) voluntary repayments of the Term Loans made with Internally Generated Cash) and scheduled repayments of obligations under Capital Leases (excluding any interest expense portion thereof), (2) Consolidated Capital Expenditures and (3) the aggregate amount of any premium, make-whole or penalty payments actually paid in Cash by the Borrower or any of its Subsidiaries during such period that are required to be made in connection with any prepayment of Indebtedness:	$[___,___,___]
	(b)other non Cash gains increasing Consolidated Net Income for such period (excluding any such non Cash gain to the extent it represents the reversal of an accrual or reserve for a potential Cash charge in any prior period):	$[___,___,___]
	(c)the aggregate amount of Restricted Junior Payments made in Cash by Borrower or any of its Subsidiaries during such period pursuant to clauses (d) and (g) of Section 6.4 using Internally Generated Cash, except to the extent that such Restricted Junior Payments are made to fund expenditures that reduce Consolidated Net Income:	$[___,___,___]
	(d)the aggregate amount of Investments or other acquisitions made in cash by Borrower or any of its Subsidiaries during such period pursuant to clauses (g), (h), (i), (j), (k) and (l) of Section 6.6 (other than any intercompany Investments) or clause (h) of Section 6.8, in each case, using Internally Generated Cash:	$[___,___,___]
	4.Consolidated Net Income:1 (i) - (ii) = 	$[___,___,___]
	(i)the net income (or loss) of Borrower and its Subsidiaries on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP:	$[___,___,___]
	(ii)(a)the income (or loss) of any Person (other than a Subsidiary of Borrower) in which any other Person (other than Borrower or any of its Subsidiaries) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to Borrower or any of its Subsidiaries by such Person during such period:	$[___,___,___]



 


 


 


________________________ 


1 Without duplication of amounts
included in clause (ii)(a), the net income of a Specified Joint Venture for such period shall be included in the calculation of
Consolidated Net Income in proportion to Borrower and its Subsidiaries’ Equity Interests in such Specified Joint Venture
(provided that the net income of all Specified Joint Ventures included pursuant to this proviso for any period shall not exceed
10% of the aggregate Consolidated Net Income for Borrower and its Subsidiaries for such period); provided, further,
that, without duplication of any amounts that may be eligible to be included in clause (ii)(a), the net income of a Permitted Majority
Investment for such period shall be included in the calculation of Consolidated Net Income in proportion to Borrower and its Subsidiaries’
Equity Interests in such Permitted Majority Investment.


 


    


 




     


     


    

	(b) except as otherwise expressly provided in the Credit Agreement, the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of Borrower or is merged into or consolidated with Borrower or any of its Subsidiaries or the income (or loss) in respect of the assets of any Person accrued prior to the date such assets are acquired by Borrower or any of its Subsidiaries:	$[___,___,___]
	(c)the income of any Subsidiary of Borrower (other than any such Subsidiary that is a Credit Party) during such period to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary:	$[___,___,___]
	(d)any after tax gains or losses attributable to Asset Sales and casualty or condemnation events (of the type described in the definition of “Net Insurance/Condemnation Proceeds”) or returned surplus assets of any Pension Plan, in each case accrued during such period:	$[___,___,___]
	(e)to the extent not included in clauses (ii)(a) through (d) above, any net extraordinary gains or net extraordinary losses accrued during such period:	$[___,___,___]
	(f)the cumulative effect of a change in accounting principles:	$[___,___,___]
	(g)solely for purposes of calculating the CNI Growth Amount for such period, amortization or depreciation expense incurred during such period with respect to assets that are used or useful in the business or lines of business in which Borrower and/or its Subsidiaries are engaged as of the Third Restatement Date or similar or related or ancillary businesses:	$[___,___,___]
	5.Consolidated Total Debt:	$[___,___,___]
	6.Consolidated Working Capital: (i) - (ii) =	$[___,___,___]
	(i)Consolidated Current Assets:	$[___,___,___]
	(ii)Consolidated Current Liabilities:	$[___,___,___]
	7.Consolidated Working Capital Adjustment: (i) - (ii) =	$[___,___,___]
	(i)Consolidated Working Capital

as of the beginning of such period:	$[___,___,___]
	(ii)Consolidated Working Capital

as of the end of such period:	$[___,___,___]
	8.Interest Coverage Ratio: (i)/(ii) =	 
	(i)Consolidated Adjusted EBITDA

for the four-Fiscal Quarter Period then ended:	$[___,___,___]
	(ii)Consolidated Interest Expense

for such four-Fiscal Quarter Period:	$[___,___,___]
	Actual:	_.__:1.00



   


 




     


     


    

	Required:	3.00_.__:1.00
	9.Secured Leverage Ratio: (i)/(ii) =	 
	(i)Consolidated Secured Indebtedness:	$[___,___,___]
	(ii)Consolidated Adjusted EBITDA

for the four-Fiscal Quarter period then ended:	$[___,___,___]
	Actual:	_.__:1.00
	Required (through and including the Fiscal Quarter ending December 31, 2011):	1.75_.__:1.00
	Required (beginning with the Fiscal Quarter ending March 31, 2012):	2.50:1.00
	10.Leverage Ratio: (i)/(ii) =	 
	(i)Consolidated Total Debt:	$[___,___,___]
	(ii)Consolidated Adjusted EBITDA for the four-Fiscal Quarter period then ended:	$[___,___,___]
	Actual:	_.__:1.00
	Required:	_.__:1.00