Exhibit
10.1


 


AMENDMENT
NO. 15 TO THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT


 


AMENDMENT
NO. 15 TO THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of March 28, 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, the 2020 New Revolving Loan Lenders (as defined below), the
Issuing Bank, and BARCLAYS BANK PLC, as Administrative Agent (the “Administrative Agent”) and on behalf of
the Extending Credit Lenders (as defined below), and as an Amendment No. 15 Arranger and as Collateral Agent (in such capacity,
the “Collateral Agent”).


 


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”, and the Credit Agreement as amended by the Amendments (as defined below), the “Amended
Credit Agreement”) (capitalized terms not otherwise defined in this Amendment have the same meanings as specified in
the Amended Credit Agreement);


 


WHEREAS,
the Borrower has requested that the Credit Agreement be amended, pursuant to Section 2.26(b) of the Credit Agreement, as described
in Section 2 below, to extend the Revolving Commitment Termination Date of all or a portion of the Revolving Commitments
existing prior to the date hereof to April 20, 2020 (the Lenders with any Revolving Commitments being the “Revolving
Credit Lenders”; the Revolving Commitments with an extended Revolving Commitment Termination Date pursuant to this Amendment
being the “Extended Revolving Commitments”; the Revolving Credit Lenders party hereto consenting to such extension,
the “Extending Credit Lenders”);


 


WHEREAS,
the Borrower, the Administrative Agent, the Extending Credit Lenders party hereto and the Issuing Bank constitute the required
parties pursuant to Section 2.26(d) of the Credit Agreement necessary to approve the amendments to the Credit Agreement set forth
in Section 2 hereof (the “Amendments”) immediately prior to the effectiveness of this Amendment, and
each of the Extending Credit Lenders and the Issuing Bank consents to the Amendments;


 


WHEREAS,
the Borrower has also requested New Revolving Loan Commitments (such commitments, the “2020 New Revolving Loan Commitments”)
in the form of a Refinancing Incremental Facility pursuant to Section 2.25 of the Credit Agreement in order to refinance a portion
of the 2018 Revolving Commitments, and each financial institution identified on the signature pages hereof as a “2020 New
Revolving Loan Lender” (each, a “2020 New Revolving Loan Lender”) has agreed, on the terms and conditions
set forth herein and in the Credit Agreement, to provide a New Revolving Loan Commitment in the form of a 2020 Revolving Commitment
and to become, if not already, a Revolving Credit Lender for all purposes under the Credit Agreement; and


 


WHEREAS,
after giving effect to the 2020 New Revolving Loan Commitments, the 2018 Revolving Commitments of certain Revolving Lenders identified
by the Borrower in its sole discretion shall be reduced in accordance with and pursuant to Section 2.25 of the Credit Agreement;


 


WHEREAS,
the Borrower, the Administrative Agent, the 2020 New Revolving Loan Lenders party hereto and the Issuing Bank constitute the required
parties pursuant to Section 2.25 of the Credit Agreement necessary to approve the actions set forth in Section 3 hereof;


 


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.       Required
Notices. 


 


(a)       Notice
of Extension Request. The Amendment No. 15 Arrangers (as defined below), on behalf of the Borrower, delivered a Revolving
Extension Request to each of the Revolving Lenders with such period of notice as was consented to by the Administrative Agent
in accordance with Section 2.26(c) of the Credit Agreement. 


 


(b)       Notice
of Request for New Revolving Loan Commitments. The Borrower’s request for New Revolving Loan Commitments was delivered
to the Administrative Agent before the Increased Amount Date referred to therein pursuant to the first sentence of Section 2.25
of the Credit Agreement.


 


2.       Amendments
to Effect the Extension Request and Refinancing Incremental Facility to the Credit Agreement. The Administrative Agent hereby
agrees, in its capacity as Administrative Agent and on behalf of the Extending Credit Lenders, the 2020 New Revolving Loan Lenders
and the Issuing Bank hereby agree, that the Credit Agreement is, effective as of the Amendment No. 15 Effective Date (as defined
below), hereby amended pursuant to Section 2.25 and 2.26(d) 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 B hereto, (ii) replace Appendix A-1 (Revolving
Commitments) to the Credit Agreement with Exhibit C hereto and (iii) replace Exhibit B-1 (Revolving Note) to the Credit
Agreement with Exhibit D hereto.


 


3.       Incurrence
of the Refinancing Incremental Facility.


 


(a)       2020
New Revolving Loan Commitments. Each 2020 New Revolving Loan Lender severally (and not jointly) agrees, with effect from the
Amendment No. 15 Effective Date, to increase its (or, if not already a Revolving Credit Lender, commit to provide a) 2020 Revolving
Commitment by an amount such that, after giving effect thereto, such 2020 New Revolving Loan Lender shall have a 2020 Revolving
Commitment as reflected on Schedule C hereto opposite its name. The 2020 Revolving Commitments incurred pursuant to this
Amendment shall constitute a Refinancing Incremental Facility under the Amended Credit Agreement.


 


(b)       Reduction
of the 2018 Revolving Commitments. Immediately after giving effect to Section 3(a) above, the 2018 Revolving Commitments
shall be reduced by an amount equal to 100% of the aggregate principal amount of the 2020 Revolving Commitments extended by the
2020 New Revolving Loan Lenders pursuant to Section 3(a) and allocated to reduce the 2018 Revolving Commitments of the
2018 Revolving Lenders to the amounts reflected on Exhibit C hereto. 


 


4.       Reallocation
of Outstanding Revolving Loans and Participations in Letters of Credit and Swing Line Loans. Immediately after giving effect
to Section 3(a) and 3(b) above,


 


(a)       The
Revolving Lenders prior to the Amendment No. 15 Effective Date shall assign to each of the 2020 New Revolving Loan Lenders, and
each of the 2020 New Revolving Loan Lenders shall purchase from each of the existing Revolving Loan Lenders, at the principal
amount thereof, such interests in the Revolving Loans outstanding on the Amendment No. 15 Effective Date (or in lieu of such assignments,
the Borrower shall be deemed to have made a borrowing of Revolving Loans from the 2020 New Revolving Loan Lenders and a prepayment
of Revolving Loans outstanding under the 


 




    2 


     


    

2018
Revolving Commitments immediately prior to the Amendment No. 15 Effective Date occur), in each case, as shall be necessary in
order that, after giving effect to all such assignments and purchases (or such borrowings and prepayments), such outstanding Revolving
Loans will be held by existing Revolving Loan Lenders and the 2020 New Revolving Loan Lenders ratably in accordance with their
Pro Rata Share of the Aggregate Revolving Commitments as reflected on Exhibit C hereto.


 


(b)       All
risk participations with respect to Letters of Credit issued for the account of the Borrower or its Subsidiaries on or prior to
the Amendment No. 15 Effective Date shall be reallocated to the Revolving Lenders (including the 2020 New Revolving Loan Lenders)
in accordance with their Pro Rata Share of the Aggregate Revolving Commitments as reflected on Exhibit C hereto; provided
that such reallocation shall only be effected to the extent that it would not result in the Revolving Credit Exposure of any
Revolving Credit Lender exceeding such Revolving Credit Lender’s Revolving Commitment.


 


(c)       All
risk participations with respect to Swing Line Loans incurred by the Borrower on or prior to the Amendment No. 15 Effective Date
shall be reallocated to the Revolving Lenders (including the 2020 New Revolving Loan Lenders) in accordance with their Pro Rata
Share of the Aggregate Revolving Commitments as reflected on Exhibit C hereto; provided that such reallocation shall
only be effected to the extent that it would not result in the Revolving Credit Exposure of any Revolving Credit Lender exceeding
such Revolving Credit Lender’s Revolving Commitment.


 


5.       Effectiveness.
This Amendment shall become effective as of the date (the “Amendment No. 15 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,
the Issuing Bank, the Administrative Agent and the 2020 New Revolving Loan Lenders and (y) Extension Elections in the form of
Annex I hereto (each, an “Extension Election”) executed and delivered by each of the Extending Credit Lenders
consenting to the Amendments. The 2020 Revolving Commitments of the 2020 New Revolving Loan Lenders and the Extending Credit Lenders
shall be in an aggregate amount of at least $750,000,000. 


 


(ii)       The
Administrative Agent shall have received from the Borrower, a non-refundable fee (the “Extension Fee”), for
the account of each Extending Credit Lender that has delivered an executed Extension Election agreeing to this Amendment prior
to 5:00 p.m. (New York City time) on March 24, 2017 equal to 0.125% of the aggregate principal amount of the Extended Revolving
Commitments, such Extension Fee to be payable on, and subject to the occurrence of, the Amendment No. 15 Effective Date. 


 


(iii)       The
Administrative Agent shall have received from the Borrower, a non-refundable fee (the “Commitment Fee”), for
the account of each 2020 New Revolving Loan Lender that has executed this Amendment equal to 0.125% of the aggregate principal
amount of the 2020 New Revolving Loan Commitments, such Commitment Fee to be payable on, and subject to the occurrence of, the
Amendment No. 15 Effective Date.


 


(iv)       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 


 




    3 


     


    

Amendment
No. 15 Arrangers in connection with this Amendment and the transactions contemplated hereby, including the reasonable fees, charges
and disbursements of counsel.


 


(v)       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). 


 


(vi)       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. 


 


(vii)       The
Administrative Agent shall have received from the Borrower, for the account of each 2018 Revolving Lender, all unpaid interest
and fees accrued with respect to the 2018 Revolving Commitments to but not including the Amendment No. 15 Effective Date. 


 


6.       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 No. 15 


 




    4 


     


    

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.


 


7.       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 Revolving Loans) shall be secured by the Collateral and Liens granted under the Collateral Documents
and that this Amendment 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.


 


(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 


 




    5 


     


    

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 Extended
Revolving Commitments and the 2020 New Revolving Loan Commitments).


 


8.       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).


 


9.       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.


 


10.       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.


 


11.       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.


 


12.       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 a 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 Amendment and the 2020 Revolving Loan Commitments (collectively, the “Amendment
No. 15 Arrangers”) and shall be deemed Agents for all purposes of the Credit Agreement.


 


[Signature
Pages Follow]


 






    6


     

    

 





	 	BARCLAYS
    BANK PLC, 

    as Administrative Agent and Swing Line Lender
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/
    Craig J. Malloy	 
	 	 	Name:
    	Craig
    J. Malloy	 
	 	 	Title:
    	Director	 




 


 







    
[Signature Page to Amendment No. 15]
 



     


    




 




	 	JPMORGAN
    CHASE BANK, N.A., TORONTO BRANCH, as Issuing Bank
	 	 	 	 
	 	 	 	 
	 	By:	/s/
    Anna C. Araya
	 	 	Name: 	Anna C. Araya
	 	 	Title: 	Executive Director










 









    
[Signature Page to Amendment No. 15]
 


     

    




 


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


   


 




    
[Signature Page to Amendment No. 15]
 



     


    

	 	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:	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 Amendment No. 15]
 



     


    

	 	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 Amendment No. 15]
 



     


    

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



 


 



    
[Signature Page to Amendment No. 15]
 



     


    







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


   


 




    
[Signature Page to Amendment No. 15]
 



     


    

	 	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 Amendment No. 15]
 



     


    

	 	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 Amendment No. 15]
 



     


    

	 	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 Amendment No. 15]
 



     


    




	 	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 Amendment No. 15]
 



     


    

	 	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 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 Amendment No. 15]
 



     


    

	 	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 Amendment No. 15]
 



     


    

	 	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 Amendment No. 15]
 



     


    

	 	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 Amendment No. 15]
 



     


    




	 	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 Amendment No. 15]
 



     


    

	 	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


  


 


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


   


 




    
[Signature Page to Amendment No. 15]
 



     


    

	 	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 Amendment No. 15]
 



     


    

	 	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 Amendment No. 15]
 



     


    

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



 


 



    
[Signature Page to Amendment No. 15]
 



     


    

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



 


 



    
[Signature Page to Amendment No. 15]
 



     


    

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



 


 



    
[Signature Page to Amendment No. 15]
 



     


    

	 	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 Amendment No. 15]
 



     


    

	 	PRZEDSIĘBIORSTWO FARMACEUTYCZNE
    JELFA S.A.
	 	 
	 	 
	 	By:	/s/ Waldemar Stepien
	 	 	Name:	Waldemar Stepien
	 	 	Title:	President of the Management Board


  


 


	 	By:	/s/ Marcin Wnukowski
	 	 	Name:	Ryszard Bukowski
	 	 	Title:	Member of the Management Board


  


 


	 	VALEANT SP.Z O. O.
	 	 
	 	 
	 	By:	/s/ Tadeusz Pietrasz
	 	 	Name:	Tadeusz Pietrasz
	 	 	Title:	Member of the Management Board


  


 


	 	VP VALEANT SP. Z O.O.SP.J.
	 	 
	 	By:	/s/ Tadeusz Pietrasz
	 	 	Name:	Tadeusz Pietrasz
	 	 	Title:	Member of the Management Board of Valeant sp. z.o.o


  


 


	 	VALEANT SPÓŁKA
    Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ SP.J.
	 	 
	 	 
	 	By:	/s/ Tadeusz Pietrasz
	 	 	Name:	Tadeusz Pietrasz
	 	 	Title:	Member of the Management Board of Valeant sp. z.o.o


  


 




    
[Signature Page to Amendment No. 15]
 



     


    

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


  


 




    
[Signature Page to Amendment No. 15]
 



     


    

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


   


 




    
[Signature Page to Amendment No. 15]
 



     


    

	 	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 Amendment No. 15]
 



     


    

	 	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/
    Stacey Ann Trabold
	 	Name of witness: Stacey Ann
    Trabold


   


 




    
[Signature Page to Amendment No. 15]
 



     


    

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


   


 




    
[Signature Page to Amendment No. 15]
 



     


    

	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 Amendment No. 15]
 



     


    

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



 


 



    
[Signature Page to Amendment No. 15]
 



     


    

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


   


 




    
[Signature Page to Amendment No. 15]
 



     


    

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


  


 




    
[Signature Page to Amendment No. 15]
 



     


    

	 	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


    











    
[Signature Page to Amendment No. 15]
 



     


    



 


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


   


 


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


   


 




    
[Signature Page to Amendment No. 15]
 



     


    

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


  


 




    
[Signature Page to Amendment No. 15]
 



     


    

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


  


 




    
[Signature Page to Amendment No. 15]
 



     


    

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


  


 




    
[Signature Page to Amendment No. 15]
 



     


    




	 	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 Amendment No. 15]
 



     


    

	 	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


  
 


 




    
[Signature Page to Amendment No. 15]
 



     


    

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


    


 




    
[Signature Page to Amendment No. 15]
 



     


    

	

    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)


   


 






    
[Signature Page to Amendment No. 15]
 



     


    




	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)


   


 




    
[Signature Page to Amendment No. 15]
 



     


    

	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. 15]
 



     


    

	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)


   


 




    
[Signature Page to Amendment No. 15]
 



     


    

	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 Amendment No. 15]
 



     


    

	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)


   


 




    
[Signature Page to Amendment No. 15]
 



     


    

	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)


   


 




    
[Signature Page to Amendment No. 15]
 



     


    

	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 Amendment No. 15]
 



     


    

	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)


   


 




    
[Signature Page to Amendment No. 15]
 



     


    

	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 Amendment No. 15]
 



     


    

	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 Amendment No. 15]
 



     


    




	 	VALEANT
    DWC-LLC
	 	 	 
	 	 	 
	 	By:	/s/
    Mohamed Ibrahim
	 	 	Name: 	Mohamed Ibrahim
	 	 	Title:	Executive Director
	 	 	 


  


 


	 	VALEANT
    DWC-LLC
	 	 
	 	 	 
	 	By:	/s/
    Nicolas Esmieu
	 	 	Name: 	Nicolas Esmieu
	 	 	Title:	General Manager


 







    
[Signature Page to Amendment No. 15]
 



     


    



	 	BARCLAYS
    BANK PLC, as a 2020 New Revolving Loan Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/
    Craig Malloy
	 	 	Name: 	Craig Malloy
	 	 	Title: 	Director









    
[Signature Page to Amendment No. 15]
 


     

    

   


	 	GOLDMAN
    SACHS LENDING PARTNERS LLC, as a 2020 New Revolving Loan Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/
    Annie Carr
	 	 	Name: 	Annie Carr
	 	 	Title: 	Authorized Signatory




    
[Signature Page to Amendment No. 15]
 


     

    

	 	CITIBANK,
    N.A., as a 2020 New Revolving Loan Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/
    Michael Tortora
	 	 	Name: 	Michael Tortora
	 	 	Title: 	Vice President




    
[Signature Page to Amendment No. 15]
 


     

    

	 	DEUTSCHE
    BANK AG NEW YORK BRANCH, as a 2020 New Revolving Loan Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/
    Peter Cucchiara
	 	 	Name: 	Peter Cucchiara
	 	 	Title: 	Vice President
	 	 	 	 
	 	By:	/s/
    Marcus Tarkington
	 	 	Name: 	Marcus Tarkington
	 	 	Title: 	Director




    
[Signature Page to Amendment No. 15]
 


     

    

	 	JPMORGAN
    CHASE BANK, N.A., TORONTO BRANCH, as a 2020 New Revolving Loan Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/
    Ling Li
	 	 	Name: 	Ling Li
	 	 	Title: 	Executive Director




    
[Signature Page to Amendment No. 15]
 


     

    

	 	MORGAN
    STANLEY SENIOR FUNDING, INC., as a 2020 New Revolving Loan Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/
    Michael King
	 	 	Name: 	Michael King
	 	 	Title: 	Vice President




    
[Signature Page to Amendment No. 15]
 


     

    

	 	ROYAL BANK
    OF CANADA, as a 2020 New Revolving Loan Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/
    Kevin Bemben
	 	 	Name: 	Kevin Bemben
	 	 	Title: 	Authorized Signatory




    
[Signature Page to Amendment No. 15]
 


     

    

	 	DNB CAPITAL
    LLC, as a 2020 New Revolving Loan Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/
    Christian Rynning
	 	 	Name: 	Christian Rynning
	 	 	Title: 	First Vice President
	 	 	 	 
	 	By:	/s/
    Thomas Tangen
	 	 	Name: 	Thomas Tangen
	 	 	Title: 	Senior Vice President
    Head of Healthcare







 










    
[Signature Page to Amendment No. 15]
 



     


    

   








ANNEX
I


 


EXTENSION
ELECTION


 


Reference
is hereby made to the AMENDMENT NO. 15 TO THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of March 28, 2017
(the “Amendment”; capitalized terms used herein and not otherwise defined herein shall have the respective
meanings given to them in the Amendment or the Amended Credit Agreement referred to therein, as applicable), 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 Extension Election shall be binding upon the undersigned and each of its transferees, successors and any
participants and assignees of its Revolving 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 Extension Election shall be irrevocable.


 


The undersigned
Lender (each an “Amendment No. 15 Consenting Revolving Lender”) hereby (x) irrevocably and unconditionally
approves the Amendment, (y) agrees (i) to become a 2020 Revolving Loan Lender, (ii) convert 100% of its Revolving Commitments
and Revolving Loans existing before the Amendment No. 15 Effective Date to 2020 Revolving Loan Commitments and 2020 Revolving
Loans and (iii) extend the Revolving Commitment Termination Date as to 100% of its Revolving Commitments and Revolving Loans existing
before the Amendment No. 15 Effective Date to the 2020 Revolving Commitment Termination Date, and (z) represents it is a Revolving
Credit Lender under the Credit Agreement and as of the Amendment No. 15 Effective Date has Revolving Exposure.


 


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


 


	 	 
	 	(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. 


 





[Signature Page to Amendment No. 15 Extension
Election]


 










 




     


     

    

ANNEX
II


 


POST-CLOSING
MATTERS


 


 


 




     


     

    

EXHIBIT
B


 


AMENDMENTS
TO CREDIT AGREEMENT


 


[See
attached]


 


 




     


     

    

ADJUSTED
MARKED VERSION REFLECTING CHANGES PURSUANT TO AMENDMENT NO. 1415

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

________________________________________________________



$8,416,220,041.96 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,
                                         Amendment No. 15, dated as of March 28, 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,
Amendment No. 15, dated as of March 28, 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, Amendment No. 15, dated as of March
28, 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	5152
	1.3	Interpretation, etc.	5152
	1.4	Currency Matters	5253
	1.5	Pro Forma Transactions; Covenant Calculations	5253
	1.6	Effect of This Agreement on the Second Amended and Restated Credit Agreement and Other Credit Documents	5253
	1.7	Medicis Transactions	5354
	1.8	Bausch & Lomb Transactions; Sun Transactions	5354
	1.9	Acquisition Escrow Debt Transactions	5354
	 	 	 
	SECTION 2.	LOANS AND LETTERS OF CREDIT	5455
	 	 	 
	2.1	Term Loans	5455
	2.2	Revolving Loans	5455
	2.3	Swing Line Loans	5556
	2.4	Issuance of Letters of Credit and Purchase of Participations Therein.	5758
	2.5	Pro Rata Shares; Availability of Funds	6061
	2.6	Use of Proceeds	6062
	2.7	Evidence of Debt; Register; Lenders’ Books and Records; Notes	6162
	2.8	Interest on Loans	6163
	2.9	Conversion/Continuation	6364
	2.10	Default Interest	6365
	2.11	Fees	6465
	2.12	Scheduled Payments/Commitment Reductions	6768
	2.13	Voluntary Prepayments/Commitment Reductions	6870
	2.14	Mandatory Prepayments	7173
	2.15	Application of Prepayments	7374
	2.16	General Provisions Regarding Payments	7475
	2.17	Ratable Sharing	7576
	2.18	Making or Maintaining Eurodollar Rate Loans	7577
	2.19	Increased Costs; Capital Adequacy	7778
	2.20	Taxes; Withholding, etc.	7879
	2.21	Obligation to Mitigate	7981
	2.22	Defaulting Lenders	8081
	2.23	Removal or Replacement of a Lender	8082
	2.24	Interest Act (Canada)	8183
	2.25	Incremental Facilities	8183
	2.26	Extensions of Loans and Commitments	8485
	 	 	 
	SECTION 3.	CONDITIONS PRECEDENT	8688
	 	 	 
	3.1	Third Restatement Date	8688
	3.2	Prior Credit Dates	8890
	3.3	Conditions to Each Credit Extension	8890
	 	 	 
	SECTION 4.	REPRESENTATIONS AND WARRANTIES	8991
	 	 	 
	4.1	Organization; Requisite Power and Authority; Qualification	8991



 






    -i- 


     

    

 


	4.2	Equity Interests and Ownership	8991
	4.3	Due Authorization	9091
	4.4	No Conflict	9091
	4.5	Governmental Consents	9092
	4.6	Binding Obligation	9092
	4.7	Historical Financial Statements	9092
	4.8	Projections	9092
	4.9	No Material Adverse Change	9192
	4.10	Adverse Proceedings, etc.	9192
	4.11	Payment of Taxes	9192
	4.12	Properties	9193
	4.13	Environmental Matters	9293
	4.14	No Defaults	9294
	4.15	Governmental Regulation	9294
	4.16	Federal Reserve Regulations	9294
	4.17	Employee Matters	9294
	4.18	Employee Benefit Plans	9394
	4.19	Canadian Employee Benefit Plans	9395
	4.20	Solvency	9495
	4.21	Compliance with Statutes, etc.	9495
	4.22	Disclosure	9496
	4.23	Creation, Perfection, etc.	9496
	4.24	OFAC Matters	9496
	4.25	Anti-Corruption Laws and Sanctions	9496
	 	 	 
	SECTION 5.	AFFIRMATIVE COVENANTS	9596
	 	 	 
	5.1	Financial Statements and Other Reports	9596
	5.2	Existence	98100
	5.3	Payment of Taxes and Claims	98100
	5.4	Maintenance of Properties	98100
	5.5	Insurance	98100
	5.6	Books and Records; Inspections	99100
	5.7	Lenders Meetings	99101
	5.8	Compliance with Laws	99101
	5.9	Environmental	99101
	5.10	Subsidiaries	100102
	5.11	Additional Material Real Estate Assets	102103
	5.12	Interest Rate Protection	102104
	5.13	Further Assurances	102104
	5.14	Maintenance of Ratings	102104
	5.15	Post-Closing Matters	102104
	5.16	Canadian Employee Benefit Plans	102104
	 	 	 
	SECTION 6.	NEGATIVE COVENANTS	103104
	 	 	 
	6.1	Indebtedness	103104
	6.2	Liens	105107
	6.3	No Further Negative Pledges	108110
	6.4	Restricted Junior Payments	108110
	6.5	Restrictions on Subsidiary Distributions	109111
	6.6	Investments	110112
	6.7	Financial Covenants	112113
	6.8	Fundamental Changes; Disposition of Assets; Acquisitions	112114
	6.9	Disposal of Subsidiary Interests	114116



 






    -ii- 


     

    

 


	6.10	Sales and Leasebacks	114116
	6.11	Transactions with Shareholders and Affiliates	114116
	6.12	Conduct of Business	115116
	6.13	Amendments or Waivers with Respect to Subordinated Indebtedness	115116
	6.14	Amendments or Waivers of Organizational Documents	115116
	6.15	Fiscal Year	115117
	6.16	Specified Subsidiary Dispositions	115117
	6.17	Biovail Insurance	115117
	6.18	Establishment of Defined Benefit Plan	115117
	6.19	Use of Proceeds	115117
	 	 	 
	SECTION 7.	GUARANTY	116117
	 	 	 
	7.1	Guaranty of the Obligations	116117
	7.2	Contribution by Guarantors	116117
	7.3	Payment by Guarantors	116117
	7.4	Liability of Guarantors Absolute	116117
	7.5	Waivers by Guarantors	118119
	7.6	Guarantors’ Rights of Subrogation, Contribution, etc.	118120
	7.7	Subordination of Other Obligations	119120
	7.8	Continuing Guaranty	119121
	7.9	Authority of Guarantors or Borrower	119121
	7.10	Financial Condition of Borrower	119121
	7.11	Bankruptcy, etc.	120121
	7.12	Discharge of Guaranty upon Sale of Guarantor	120122
	7.13	Swiss Guarantee Limitations	120122
	 	 	 
	SECTION 8.	EVENTS OF DEFAULT	122123
	 	 	 
	8.1	Events of Default	122123
	 	 	 
	SECTION 9.	AGENTS	124126
	 	 	 
	9.1	Appointment of Agents	124126
	9.2	Powers and Duties	125126
	9.3	General Immunity	125126
	9.4	Agents Entitled to Act as Lender	126127
	9.5	Lenders’ Representations, Warranties and Acknowledgment	126128
	9.6	Right to Indemnity	127128
	9.7	Successor Administrative Agent, Collateral Agent and Swing Line Lender	127128
	9.8	Collateral Documents and Guaranty	128130
	9.9	Withholding Taxes	130131
	9.10	Quebec Security	130132
	9.11	German Security	131132
	9.12	Belgian Security	131133
	 	 	 
	SECTION 10.	MISCELLANEOUS	131133
	 	 	 
	10.1	Notices	131133
	10.2	Expenses	133134
	10.3	Indemnity	133135
	10.4	Set-Off	134135
	10.5	Amendments and Waivers	134135
	10.6	Successors and Assigns; Participations	136138
	10.7	Independence of Covenants	139140



 






    -iii- 


     

    

 


	10.8	Survival of Representations, Warranties and Agreements	139141
	10.9	No Waiver; Remedies Cumulative	139141
	10.10	Marshalling; Payments Set Aside	139141
	10.11	Severability	140141
	10.12	Obligations Several; Independent Nature of Lenders’ Rights	140141
	10.13	Headings	140141
	10.14	APPLICABLE LAW	140141
	10.15	CONSENT TO JURISDICTION	140142
	10.16	WAIVER OF JURY TRIAL	141142
	10.17	Confidentiality	141143
	10.18	Usury Savings Clause	142143
	10.19	Counterparts	142144
	10.20	Effectiveness; Entire Agreement	142144
	10.21	PATRIOT Act; PCTFA	142144
	10.22	Electronic Execution of Assignments	142144
	10.23	No Fiduciary Duty	143144
	10.24	Judgment Currency	143144
	10.25	Joint and Several Liability	143145
	10.26	Advice of Counsel; No Strict Construction	143145
	10.27	Day Not a Business Day	144145
	10.28	Limitations Act, 2002	144145
	10.29	Parallel Debt (The Netherlands, Poland, Japan, Serbia, Slovenia)	144145
	10.30	Parallel Debt (France)	144146
	10.31	Parallel Debt (Hungary)	145147
	10.32	Parallel Debt (Germany)	145147
	10.33	Parallel Debt (Belarus)	146148
	10.34	Parallel Debt (Belgium)	147149
	10.35	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	148149







 





	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
	6.6	Certain Investments







 


 



    -iv- 


     

    




 





	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


 




     -1-


     

    

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.


 


“2018
Revolving Commitment” means, as to each 2018 Revolving Credit Lender, its obligation to (a) make 2018 Revolving Loans
to the Borrower pursuant to Section 2.2, (b) purchase participations in Letters of Credit pursuant to Section 2.3(e) and (c) purchase
participations in Swing Line Loans pursuant to Section 2.3(b)(v), in an aggregate principal amount at any one time outstanding
not to exceed the amount set forth, and opposite such Lender’s name, on Appendix A-1 under the caption “2018 Revolving
Commitment” or in the Assignment Agreement pursuant to which such Lender becomes a party hereto, as applicable, as such
amount may be adjusted from time to time in accordance with this Agreement (including Section 2.25).


 




     -2-


     

    

“2018
Revolving Commitment Early Termination Date” means the earlier of the date the 2018 Revolving Commitments are (x) permanently
reduced to zero pursuant to Section 2.13(b) or Section 2.14, and (y) terminated pursuant to Section 8.1.


 


“2018
Revolving Commitment Maturity Date” means April 20, 2018.


 


“2018
Revolving Commitment Termination Date” means the earlier of (x) the 2018 Revolving Commitment Maturity Date and (y)
the 2018 Revolving Commitment Early Termination Date.


 


“2018
Revolving Credit Exposure” means, as to each 2018 Revolving Lender, such 2018 Revolving Lender’s Pro Rata Share
of the Revolving Exposure at such time.


 


“2018
Revolving Lender” means, at any time, any Lender that has a 2018 Revolving Commitment or a 2018 Revolving Loan at such
time.


 


“2018
Revolving Loan” means a Loan made by a 2018 Revolving Lender pursuant to Section 2.2.


 


“2020
Revolving Commitment” means, as to each 2020 Revolving Credit Lender, its obligation to (a) make 2020 Revolving Loans
to the Borrower pursuant to Section 2.2, (b) purchase participations in Letters of Credit pursuant to Section 2.3(e) and (c) purchase
participations in Swing Line Loans pursuant to Section 2.3(b)(v), in an aggregate principal amount at any one time outstanding
not to exceed the amount set forth, and opposite such Lender’s name, on Appendix A-1 under the caption “2020 Revolving
Commitment” or in the Assignment Agreement pursuant to which such Lender becomes a party hereto, as applicable, as such
amount may be adjusted from time to time in accordance with this Agreement (including Section 2.25).


 


“2020
Revolving Commitment Early Termination Date” means the earlier of the date the 2020 Revolving Commitments are (x) permanently
reduced to zero pursuant to Section 2.13(b) or Section 2.14, and (y) terminated pursuant to Section 8.1.


 


“2020
Revolving Commitment Maturity Date” means the earlier of (x) April 20, 2020 and (y) the date that is 91 calendar days
prior to the scheduled maturity date of any series or tranche of Term Loans hereunder, any series of Permitted Secured Notes,
any Senior Notes, and any other Indebtedness for borrowed money in excess of $750,000,000.


 


“2020
Revolving Commitment Termination Date” means the earlier of (x) the 2020 Revolving Commitment Maturity Date and (y)
the 2020 Revolving Commitment Early Termination Date.


 


“2020
Revolving Credit Exposure” means, as to each 2020 Revolving Lender, such 2020 Revolving Lender’s Pro Rata Share
of the Revolving Exposure at such time.


 


“2020
Revolving Lender” means, at any time, any Lender that has a 2020 Revolving Commitment or a 2020 Revolving Loan at such
time.


 


“2020
Revolving Loan” means a Loan made by a 2020 Revolving Lender pursuant to Section 2.2.


 


“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.


 




     -3-


     

    

“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.


 




     -4-


     

    

“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.


 




     -5-


     

    

“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.


 




     -6-


     

    

“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.


 


“Amendment
No. 15 Effective Date” means March 28, 2017.


 


“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):


 




     -7-


     

    

	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 Period, then (i) Borrower shall as soon as practicable deliver to Administrative
Agent the corrected financial


 




     -8-


     

    

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).


 




     -9-


     

    

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.


 




     -10-


     

    

“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 Escrow Account before the Bausch & Lomb Termination Date or within three Business Days after the
Bausch & Lomb Termination Date (A)


 




     -11-


     

    

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).


 


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


 




     -12-


     

    

“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 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.


 




     -13-


     

    

“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 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


 




     -14-


     

    

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. For
the avoidance of doubt, 2018 Revolving Lenders and 2020 Revolving Lenders shall constitute one Class of Revolving Lenders, and
2018 Revolving Loans and 2020 Revolving Loans shall constitute one Class of Revolving 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;


 


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


 




     -15-


     

    

(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 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
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;


 




     -16-


     

    

(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;


 


(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;
and


 


(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 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.


 




     -17-


     

    

“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, 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.


 


“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 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


 




     -18-


     

    

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.


 


“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.


 




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“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 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


 




     -20-


     

    

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 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


 




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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.


 


“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).


 




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“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 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.


 




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“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 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)


 




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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 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


 




     -25-


     

    

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.


 


“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


 




     -26-


     

    

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 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


 




     -27-


     

    

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 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


 




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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 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.


 




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“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.


 


“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.


 




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“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 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.


 




     -31-


     

    

“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.


 


“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


 




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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, 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


 




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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.


 


“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


 




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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.


 


“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


 




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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.


 


“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;


 




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(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’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 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 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); 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. 14 Permitted Acquisition Basket”) (reduced on a dollar-for-dollar basis by Investments made pursuant to the Amendment
No. 14 Investment Basket);


 




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provided, further,
that up to 50% of the unused amount of the Amendment No. 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


 


(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


 




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(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), the
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.


 


“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


 




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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) 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.


 


“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).


 




     -40-


     

    

“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 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 Loan 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)


 




     -41-


     

    

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. TheFor
the avoidance of doubt, the 2018 Revolving Commitments and the 2020 Revolving Commitments constitute “Revolving Commitments”
hereunder. As of the Amendment No. 15 Effective Date, 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 AgreementAnnex
A-1 hereto, and after the Amendment No. 15 Effective Date, 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 CommitmentAmendment No. 15
Effective Date is $1,500,000,000.


 


“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. 815
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,(i) with respect
to the 2018 Revolving Commitments and the 2018 Revolving Loans, the 2018 Revolving Commitment Termination Date and (ii) with respect
to the 2020 Revolving Commitments and 2020 Revolving Loans, the 2020 Revolving Commitment Termination Date, 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).


 




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“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. For
the avoidance of doubt, the 2018 Revolving Loans and the 2020 Revolving Loans constitute “Revolving Loans” hereunder.


 


“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.


 


“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.


 




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“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.


 


“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.


 




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“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.


 


“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.


 




     -45-


     

    

“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, 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 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).


 




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“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 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.


 




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“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.”


 


“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.


 




     -48-


     

    

“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.


 


“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.


 




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“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 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,
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 


 




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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 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’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).


 




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“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 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)


 




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“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.


 


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


 




     -53-


     

    

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
& 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.


 




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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.


 


(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. All
Revolving Loans will be made by all Revolving Lenders (including both 2018 Revolving Lenders and 2020 Revolving Lenders) in accordance
with their Pro Rata Share of the Revolving Commitments until the 2018 Revolving Commitment Maturity Date; thereafter, all Revolving
Loans will be made by the 2020 Revolving Lenders in accordance with their Pro Rata Share of the 2020 Revolving Commitments until
the 2020 Revolving Commitment Maturity Date. Each Lender’s Revolving Commitment shall expire on the applicable
Revolving Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to
thesuch
Revolving Loans and thesuch
Revolving Commitments shall be paid in full no later than such dateapplicable
date. For the avoidance of doubt, on the 2018 Revolving Commitment Termination Date, all 2018 Revolving Loans outstanding on such
date shall be paid in full and on the 2020 Revolving Commitment Termination Date, all 2020 Revolving Loans outstanding on such
date shall be paid in full.


 


(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.


 




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(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 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 2020 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


 




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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 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.


 




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(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.


 


(d)                
Reallocation of Risk Participations. On the 2018 Revolving Commitment Termination
Date, all risk participations with respect to Swing Line Loans incurred by the Borrower on or prior to the 2018 Revolving Commitment
Termination Date pursuant to Section 2.3(b)(v) shall be reallocated to the 2020 Revolving Lenders in accordance with their Pro
Rata Share of the remaining Revolving Commitments; provided that such reallocation shall only be effected to the extent
that it would not result in the 2020 Revolving Credit Exposure of any 2020 Revolving Credit Lender exceeding such Lender’s
2020 Revolving Commitment.


 


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 2020 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) 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


 




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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 “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. ImmediatelySubject
to 2.4(i), 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


 




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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 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.


 




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(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.


 


(i)                  
Reallocation of Risk Participations. On the 2018 Revolving Commitment Termination
Date, all risk participations with respect to Letters of Credit issued on or prior to the 2018 Revolving Commitment Termination
Date pursuant to Section 2.4(e) shall be reallocated to the 2020 Revolving Lenders in accordance with their Pro Rata Share of
the remaining Revolving Commitments; provided that such reallocation shall only be effected to the extent that it would
not result in the 2020 Revolving Credit Exposure of any 2020 Revolving Credit Lender exceeding such Lender’s 2020 Revolving
Commitment.


 


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 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


 




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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 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. Any
Note evidencing a Revolving Loan prior to the Amendment No. 15 Effective Date may be exchanged, upon the request of the relevant
Lender made through the Administrative Agent and the surrender of such Note to the Borrower through the Administrative Agent,
for Notes evidencing the 2018 Revolving Loans and 2020 Revolving Loans into which such Lender’s Revolving Loans were converted
on the Amendment No. 15 Effective Date.


 


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:


 




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(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.


 


(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.


 




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(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;


 


(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


 




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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)              
subject to 2.4(i), 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 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.


 




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(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 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


 




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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 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


 




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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:


 


	

    

    Amortization

    Date	Series
    F Tranche B Term Loan (including, from and after the Amendment No. 14 Effective Date, Series F-3 Tranche B Term Loans) Installments
	June
    30, 2015	0.25%
	September
    30, 2015	0.25%
	December
    31, 2015	0.25%
	March
    31, 2016	0.25%
	June
    30, 2016	0.25%
	September
    30, 2016	0.25%
	December
    31, 2016	0.25%
	March
    31, 2017	1.25%
	June
    30, 2017	1.25%
	September
    30, 2017	1.25%
	December
    31, 2017	1.25%



 


 









     -68-


     

    

 






	

    

    Amortization

    Date	Series
    F Tranche B Term Loan (including, from and after the Amendment No. 14 Effective Date, Series F-3 Tranche B Term Loans) Installments
	March
    31, 2017	1.25%
	June
    30, 2017	1.25%
	September
    30, 2017	1.25%
	December
    31, 2017	1.25%
	March
    31, 2018	1.25%
	June
    30, 2018	1.25%
	September
    30, 2018	1.25%
	December
    31, 2018	1.25%
	March
    31, 2019	1.25%
	June
    30, 2019	1.25%
	September
    30, 2019	1.25%
	December
    31, 2019	1.25%
	March
    31, 2020	1.25%
	June
    30, 2020	1.25%
	September
    30, 2020	1.25%
	December
    31, 2020	1.25%
	March
    31, 2021	1.25%
	June
    30, 2021	1.25%
	September
    30, 2021	1.25%
	December
    31, 2021	1.25%
	March
    31, 2022	1.25%
	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


 


    (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).







     -69-


     

    

(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 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


 




     -70-


     

    

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% 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


 




     -71-


     

    

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. For the avoidance of doubt, prior to the
2018 Revolving Commitment Termination Date, all voluntary terminations or reductions of Revolving Commitments pursuant to this
paragraph shall be applied to the 2018 Revolving Commitments and the 2020 Revolving Commitments on a pro rata basis.


 


(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 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 seven 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


 




     -72-


     

    

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 seven 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 seven 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 seven 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 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.


 




     -73-


     

    

(f)                 
Revolving Loans and Swing Line Loans. (i) 


 


(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.


 


(ii)              
If for any reason at any time the aggregate 2018 Revolving Exposure exceeds
the 2018 Revolving Commitments then in effect, or the aggregate 2020 Revolving Exposure exceeds the 2020 Revolving Commitments
then in effect, the Borrower shall immediately prepay Loans and/or cash collateralize the Letter of Credit Usage in an aggregate
amount equal to such excess.


 


(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;


 


fourth,
to prepay outstanding reimbursement obligations with respect to Letters of Credit;


 


fifth,
[Reserved]; and


 


sixth,
to Borrower.


 




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(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. Notwithstanding the foregoing,
it is understood and agreed that on the 2018 Revolving Commitment Maturity Date, prepayments of Revolving Loans shall be directed
on a non-ratable basis (as amongst the Revolving Loans) to pay in full the 2018 Revolving Loans.


 


(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 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


 




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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.


 


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


 




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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 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.


 




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(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 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


 




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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 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.


 




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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).


 


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


 




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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.


 


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


 




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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 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 3.00 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


 




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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 a 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.


 


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


 




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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) 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


 




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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 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


 




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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 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;


 




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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.


 


(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)


 




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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;


 


(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;


 




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(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).


 


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.


 




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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 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


 




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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 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


 




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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.


 


(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


 




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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 an 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.


 


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.


 




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(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 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


 




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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 dependents 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 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           
Creation, 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.


 




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4.24           
OFAC 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 of any 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,
or in any country or territory that, at the time of such financing, is the subject of any Sanctions.


 


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:


 


(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


 




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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); 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;


 




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(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 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


 




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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 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).


 




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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.


 


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.


 




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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 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.


 




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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 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


 




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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 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).


 




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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;


 


(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


 




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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);


 


(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);


 




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(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), (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 maturity that is not less than the weighted average life to maturity 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,


 


(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


 




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(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;


 


(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;


 




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(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;


 


(m)       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;


 


(n)        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;


 


(o)       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;


 


(p)       Liens
securing Indebtedness permitted by Section 6.1(m);


 


(q)       Liens
arising out of judgments, decrees, orders or awards that do not constitute an Event of Default under Section 8.1(h);


 


(r)        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) the 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);


 


(s)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);


 


(t)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


 




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(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;


 


(u)       Liens
arising by reason of deposits necessary to obtain standby letters of credit in the ordinary course of business;


 


(v)       Liens
in connection with repurchase obligations referred to in clause (vi) of the definition of the term “Cash Equivalents”;


 


(w)       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;


 


(x)        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;


 


(y)       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


 


(z)       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, 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


 




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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


 


(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 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


 




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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); 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 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 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, (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);


 




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(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 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 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


 




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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); 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 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, (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 June 30, 2019 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, (ii) 2.50 to 1.0 through the Fiscal Quarter ending December 31, 2016,
(iii) 3.00 to 1.0 through the Fiscal Quarter ending March 31, 2019 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, 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, amalgamation or consolidation involving
Borrower, Borrower shall be the surviving Person or a Person that continues as a merged, amalgamated or consolidated corporation
and (B) in the case of such a merger, amalgamation or consolidation involving any other Guarantor (and not involving Borrower),
the surviving Person, or a Person that continues as a 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, amalgamate or consolidate with a non-Guarantor Subsidiary so long as (x) such non-Guarantor Subsidiary
merges, amalgamates or consolidates with the Borrower or a Guarantor substantially simultaneous with, or no longer than one Business
Day after the internal merger, amalgamation or consolidation involving a Guarantor, with the surviving person, or the Person that
continues as a merged, amalgamated or consolidated corporation from such subsequent merger, 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, amalgamation
or consolidation that such merger, 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


 




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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;


 


(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 by 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


 




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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


 


(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 direct 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 Sections 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).


 




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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”).


 


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.


 




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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 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,


 




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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 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


 




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“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 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


 




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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, 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


 




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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 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.


(b)                
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


 




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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 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


 




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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,


 


(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, 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


 




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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 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;


 




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(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


 


(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


 




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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.


 


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).


 




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(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 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


 




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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-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.


 




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(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 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, (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


 




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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 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, (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


 




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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), (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 hypothecary 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 hypothecary 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 hypothecary 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.


 




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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 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.


 




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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 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.


 




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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 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


 




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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.


 


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


 




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Commitments,
the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Date;


 


(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


 




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condition
precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or


 


(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


 




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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):


 


(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


 




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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 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


 




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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 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


 




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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.


 


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 


 




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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 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.


 




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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)) 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


 




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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 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 that is a Business Day thereafter, unless such day is
in the next calendar month, in which case such action, calculation,


 




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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;


 


(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


 




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(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:


 


(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.


 




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(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.


 


(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.


 




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(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 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


 




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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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[Signature
Pages Intentionally Omitted]


 


 


 




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EXHIBIT
C


 


APPENDIX
A-1 TO CREDIT AGREEMENT





(REVOLVING
COMMITMENTS)


 


	Revolving Credit Lender	2018
    Revolving Commitment	2020
    Revolving Commitment	Aggregate
    Revolving Commitments	Pro
    Rata Share of Aggregate Revolving Commitments
	Barclays
    Bank PLC	$0	$125,000,000.00	$125,000,000	8.33%
	Goldman
    Sachs Lending Partners LLC	$0	$125,000,000.00	$125,000,000	8.33%
	Bank
    of America, N.A.	$49,230,769.23	$0	$49,230,769.23	3.28%
	Citibank,
    N.A.	$0	$125,000,000.00	$125,000,000	8.33%
	Deutsche
    Bank AG New York Branch	$0	$125,000,000.00	$125,000,000	8.33%
	JPMorgan
    Chase Bank, N.A.	$0	$125,000,000.00	$125,000,000	8.33%
	Morgan
    Stanley Senior Funding, Inc. 	$0	$125,000,000.00	$125,000,000	8.33%
	Royal
    Bank of Canada	$0	$125,000,000.00	$125,000,000	8.33%
	DNB
    Capital LLC	$0	$125,000,000.00	$125,000,000	8.33%
	HSBC
    Bank USA, N.A.	$0	$6,875,000.00	$6,875,000.00	0.46%
	HSBC
    Bank Canada	$0	$83,125,000.00	$83,125,000.00	5.54%
	The
    Bank of Tokyo-Mitsubishi UFJ Limited	$61,538,461.54	$0	$61,538,461.54	4.10%
	SunTrust
    Bank	$61,538,461.54	$0	$61,538,461.54	4.10%
	Bank
    of Montreal	$34,188,034.19	$0	$34,188,034.19	2.28%
	Canadian
    Imperial Bank of Commerce	$34,188,034.19	$0	$34,188,034.19	2.28%
	The
    Toronto-Dominion Bank	$0	$50,000,000.00	$50,000,000.00	3.33%
	DBS
    Bank Limited	$34,188,034.19	$0	$34,188,034.19	2.28%
	Sumitomo
    Mitsui Banking Corporation	$34,188,034.19	$0	$34,188,034.19	2.28%
	Export
    Development Canada 	$0	$50,000,000.00	$50,000,000.00	3.33%
	Manufacturer’s
    Bank	$940,170.93	$0	$940,170.93	0.06%
	TOTAL	$310,000,000.00	$1,190,000,000.00	$1,500,000,000.00	100%



 



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EXHIBIT
D


 


EXHIBIT
B-1 TO CREDIT AGREEMENT


 


(REVOLVING
NOTE)