Common use of Certain Affiliate Transactions Clause in Contracts

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 K Joinder Agreement L Contribution Agreement M Collateral Questionnaire 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, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GSLP”), ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC (“▇.▇. ▇▇▇▇▇▇”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC. (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”), as Joint Lead Arrangers and Joint Bookrunners, JPMORGAN CHASE BANK, N.A. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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”).

Certain Affiliate Transactions. EXHIBITS: : A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance 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 Certificate re Non-Bank Status F-1 Third Restatement Closing Date Certificate F-2 Solvency Certificate G Counterpart Agreement H-1 Canadian Guarantee H-2 Barbados Guarantee I-1 Second Amended and Restated H Pledge and Security Agreement I-2 Canadian Pledge and Security Agreement I Mortgage J [Reserved] K Intercompany Note L Joinder Agreement L Contribution Agreement M Collateral Questionnaire Incumbency Certificate N Prepayment Notice This THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of February 13January 28, 20122015, is entered into by and among VALEANT PHARMACEUTICALS INTERNATIONALTERRAFORM POWER OPERATING, INC.LLC, a corporation continued under the laws of the Province of British Columbia Delaware limited liability company (“Borrower”), TERRAFORM POWER, LLC, a Delaware limited liability company (“Holdings”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, BARCLAYS BANK PLC (“Barclays”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”), CITIGROUP GLOBAL MARKETS INC. (“Citigroup”), ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC BANK USA (“GSLP”), ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC Sachs”), MACQUARIE CAPITAL (USA) INC. (“▇.▇. Macquarie”), ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPFS”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC. (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”), as Joint Lead Arrangers Co-Syndication Agents (in such capacity, “Syndication Agents”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”) and Joint BookrunnersROYAL BANK OF CANADA (“Royal Bank”) as Co-Documentation Agents (in such capacity, JPMORGAN CHASE BANK“Documentation Agents”) and Barclays, N.A. Citigroup, ▇▇▇▇▇▇▇ Sachs, Macquarie, MLPFS and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇, as Co-Syndication Agents Joint Lead Arrangers (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 AgentArrangers”) 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”)Joint Bookrunners.

Certain Affiliate Transactions. EXHIBITS: A-1 : A 1 Funding Notice A-2 Conversion/A 2 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 3 Issuance Notice C Compliance Certificate D Opinions of Counsel E Assignment Agreement E Prepayment Notice F-1 Third Restatement F Certificate Re Non-Bank Status G 1 Closing Date Certificate F-2 G 2 Solvency Certificate G H Counterpart Agreement H-1 Canadian Guarantee H-2 Barbados Guarantee I-1 Second Amended and Restated I-A Pledge and Security Agreement I-2 Canadian Pledge J Mortgage K Landlord Waiver and Security Agreement K Joinder Consent Agreement L Contribution Affiliate Subordination Agreement M Collateral Questionnaire Letter of Credit N Formalities Certificate This THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of February 13May 30, 20122008, is entered into by and among VALEANT PHARMACEUTICALS INTERNATIONALXERIUM TECHNOLOGIES, INC., a corporation continued under the laws of the Province of British Columbia . (“BorrowerXERIUM”), CERTAIN SUBSIDIARIES OF BORROWERa Delaware corporation, as GuarantorsXTI LLC (“XTI”), a Delaware limited liability company, XERIUM ITALIA S.P.A. (“ITALIA SPA”), an Italian società per azioni, XERIUM CANADA, INC. (“XERIUM CANADA”), a New Brunswick (Canada) corporation resulting from the Lenders party hereto from time to time, amalgamation of ▇▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GSLP”)/Mount Hope Inc. and Weavexx Corporation, ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC (“▇.▇. ▇▇▇▇▇▇”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC. AUSTRIA GMBH (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇AUSTRIA”), an Austrian limited liability company (formerly known as Joint Lead Arrangers and Joint Bookrunners, JPMORGAN CHASE BANK, N.A. and ▇▇▇▇▇▇ ▇▇Austria GmbH), and XERIUM GERMANY HOLDING GMBH (“GERMANY HOLDINGS”), a German limited liability company (each of Xerium, Italia SpA, Xerium Canada, ▇▇▇▇▇ Austria and Germany Holdings, individually, a “Borrower” and, collectively, the “Borrowers”), CERTAIN SUBSIDIARIES OF THE BORROWERS, as Co-Syndication Agents Guarantors, the Banks party hereto from time to time, CITIGROUP GLOBAL MARKETS, INC., as Lead Arranger and Bookrunner (in such capacity, the “Co-Syndication AgentsLead Arranger”), JPMorgan Chase BankCITICORP NORTH AMERICA, N.A., as Issuing Bank, BARCLAYS BANK PLC (as successor to GSLP) (“Barclays”)INC., as Administrative Agent (together with its permitted successors successors, in such capacity, “Administrative Agent”) and CITICORP NORTH AMERICA, INC., as Collateral Agent (together with its permitted successors 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”).

Certain Affiliate Transactions. EXHIBITS: : A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance 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 Certificate re Non-Bank Status F-1 Third Restatement Closing 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 H [Reserved] I Extension Agreement I-2 Canadian Pledge and Security Agreement J [Reserved] K Intercompany Note L Joinder Agreement L Contribution M Incumbency Certificate N Closing Date Joinder Agreement M Collateral Questionnaire This THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of February 13June 5, 20122015, is entered into by and among VALEANT PHARMACEUTICALS INTERNATIONAL8POINT3 OPERATING COMPANY, INC.LLC, a corporation continued under the laws of the Province of British Columbia Delaware limited liability company (“Borrower”), following the execution of the Closing Date Joinder Agreement hereto, 8POINT3 ENERGY PARTNERS LP, a Delaware limited partnership (the “Partnership”), CERTAIN SUBSIDIARIES OF BORROWERBORROWER party hereto from time to time, including following execution of the Closing Date Joinder Agreement, as Guarantors, the Lenders party hereto from time to time, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (“GSLP”), ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC (“▇.▇. ▇▇▇▇▇▇”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC. (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”), as Joint Lead Arrangers and Joint Bookrunners, JPMORGAN CHASE BANK, N.A. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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) (“BarclaysCredit Agricole CIB”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) ), and as Collateral Agent (together with its permitted successors successor in such capacity, “Collateral Agent”), Credit Agricole CIB, DEUTSCHE BANK SECURITIES INC. (“DB Securities”), ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC (“JPMorgan”), CITIGROUP GLOBAL MARKETS INC. (“Citigroup”) and RBC CAPITAL MARKETS▇▇▇▇▇▇▇ SACHS BANK USA (“▇▇▇▇▇▇▇ ▇▇▇▇▇”), DNB BANK ASAas Joint Lead Arrangers (in such capacity, THE BANK OF NOVA SCOTIA “Arrangers”) and SUNTRUST BANKJoint Bookrunners, DB Securities and JPMorgan Chase Bank, N.A., as Co-Syndication Agents (in such capacity, “Syndication Agents”), and ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Citibank, N.A., as Co-Documentation Agents (in such capacity, Co-“Documentation Agents”).

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 D-1 Opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP D-2 Opinion of General Counsel D-3 Opinion of ▇▇▇▇▇▇▇, Del Deo, Dolan, Griffinger & ▇▇▇▇▇▇▇▇▇ D-4 Opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A. E Assignment Agreement E Prepayment Notice F-1 Third Restatement F Certificate Re Non-bank Status G-1 Closing Date Certificate F-2 G-2 Solvency Certificate G H Counterpart Agreement H-1 Canadian Guarantee H-2 Barbados Guarantee I-1 Second Amended and Restated I Pledge and Security Agreement I-2 Canadian Pledge (Term Loan) J Mortgage K Landlord Waiver and Consent Agreement L Intercreditor Agreement M Copyright Security Agreement K Joinder N Patent Security Agreement L Contribution O Trademark Security Agreement M Collateral Questionnaire This THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of February 13May 15, 20122006, is entered into by and among VALEANT PHARMACEUTICALS INTERNATIONALJ. CREW OPERATING CORP., a Delaware corporation (“Company”), J. CREW GROUP, INC., a Delaware corporation continued under the laws of the Province of British Columbia (together with its successors, “BorrowerHoldings”), CERTAIN SUBSIDIARIES OF BORROWERCOMPANY, as Guarantors, the Lenders party hereto from time to time, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING CREDIT PARTNERS LLC L.P. (“GSLP”), ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC (“▇.▇. ▇▇▇▇▇▇”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC. (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇GSCP”), as Joint Lead Arrangers and Arranger, Joint BookrunnersBookrunner, JPMORGAN CHASE BANK, N.A. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 MARKETSBear, DNB BANK ASA, THE BANK OF NOVA SCOTIA and SUNTRUST BANK▇▇▇▇▇▇▇ & Co. Inc. (“Bear ▇▇▇▇▇▇▇”), as Co-Documentation Agents Joint Lead Arranger and Joint Bookrunner, Bear ▇▇▇▇▇▇▇ Corporate Lending Inc., as Syndication Agent (in such capacity, Co-“Syndication Agent”) and WACHOVIA BANK, NATIONAL ASSOCIATION (“Wachovia”), as Documentation AgentsAgent (in such capacity, “Documentation Agent”).

Certain Affiliate Transactions. EXHIBITS: : A-1 Funding Effective Date 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 B-2 Tranche B Term Loan Note C Compliance Certificate D D-1 Opinion of New York Counsel to the Credit Parties D-2 Opinion of Hong Kong Counsel to the Credit Parties D-3 Opinion of Cayman Counsel to the Credit Parties E Assignment Agreement E Prepayment Notice F-1 Third Restatement F [Reserved] G-1 Effective Date Certificate F-2 G-2 Solvency Certificate G H 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 K Joinder Agreement L Contribution Agreement M Collateral Questionnaire AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT This THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of February 13May 25, 20122007 and effective as of May 31, 2007, is entered into by and among VALEANT PHARMACEUTICALS INTERNATIONAL, INC.H3C HOLDINGS LIMITED, a corporation continued limited liability company organized under the laws of the Province of British Columbia ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (“Borrower”"▇▇▇▇▇▇▇▇"), CERTAIN SUBSIDIARIES OF BORROWER▇▇▇ TECHNOLOGIES CO., as GuarantorsLIMITED, a company incorporated with limited liability under the laws of Hong Kong ("H3C"), 3COM CORPORATION ("3COM"), 3COM HOLDINGS LIMITED ("3COM HOLDINGS"), 3COM TECHNOLOGIES ("3COM CAYMAN" and, together with 3Com and 3Com Holdings, the "HOLDCO GUARANTORS" and, together with H3C and any other Guarantor Subsidiaries, the "GUARANTORS"), the Lenders party hereto from time to time, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING CREDIT PARTNERS LLC L.P. (“GSLP”), ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC (“▇.▇. ▇▇▇▇▇▇”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC. (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”"GSCP"), as Joint Mandated Lead Arrangers and Joint BookrunnersArranger, JPMORGAN CHASE BANKBookrunner, N.A. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as Co-Syndication Agents Agent (in such capacity, the “Co-Syndication Agents”), JPMorgan Chase Bank, N.A., as Issuing Bank, BARCLAYS BANK PLC (as successor to GSLP"SYNDICATION AGENT") (“Barclays”), and as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”"ADMINISTRATIVE AGENT"), and INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ASIA) and LIMITED ("ICBC"), as Collateral Agent (together with its permitted successors successor 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”"COLLATERAL AGENT").

Certain Affiliate Transactions. EXHIBITS: A-1 : ▇-▇ ▇-▇ ▇-▇ ▇-▇ ▇-▇ ▇-▇ ▇ ▇ ▇ ▇ ▇-▇ ▇-▇ H I J K L M N Funding Notice A-2 Conversion/Continuation Notice B-1 Issuance Notice Term Loan Note Revolving Loan Note B-2 Swing Line Note B-3 Tranche A Term DSR Loan Note B-4 Tranche B Term Loan Note C Compliance Certificate D Restricted Payment Certificate Assignment Agreement E Prepayment Notice F-1 Third Restatement Replacement Debt Certificate Closing Date Certificate F-2 Solvency Funding Date 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 Mortgage Intercompany Note DSR Letter of Credit Form of Consent and Security Agreement K Joinder Agreement L Contribution Agreement M Collateral Questionnaire Incumbency Certificate This THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of February 1325, 20122016, is entered into by and among VALEANT PHARMACEUTICALS INTERNATIONALCHENIERE ENERGY PARTNERS, INC.L.P., a corporation continued limited partnership formed under the laws of the Province State of British Columbia Delaware (the “Borrower”), and CERTAIN SUBSIDIARIES OF BORROWER, as Subsidiary Guarantors, the Lenders party hereto from time to time, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GSLP”)THE BANK OF TOKYO-MITSUBISHI UFJ, ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC (“▇.▇. ▇▇▇▇▇▇”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INCLTD. (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇BTMU”), as Joint Lead Arrangers and Joint Bookrunners, JPMORGAN CHASE BANK, N.A. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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”)BTMU, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and ), with BTMU, as Collateral Agent Coordinating Lead Arranger (together with its permitted successors in such capacity, “Collateral AgentCoordinating Lead Arranger”), and RBC CAPITAL MARKETSBTMU, DNB BANK ASASG Americas Securities, THE BANK OF NOVA SCOTIA LLC, ABN AMRO Capital USA, LLC, Industrial and SUNTRUST BANKCommercial Bank of China Limited New York Branch, Intesa Sanpaolo, S.p.A., New York Branch, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A., Mizuho Bank, Ltd., and Sumitomo Mitsui Banking Corporation, as Co-Documentation Agents Joint Lead Arrangers and Joint Bookrunners, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., Bank of America, N.A., Credit Suisse AG, Cayman Islands Branch, and HSBC Bank USA, National Association, as Mandated Lead Arrangers, and Commonwealth Bank of Australia, as a Participant (in such capacity, Co-Documentation Agents“Arrangers”).

Certain Affiliate Transactions. EXHIBITS: : A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Term Loan Note B-2 Revolving Loan Note B-2 B-3 Swing Line Note B-3 Tranche A Term Loan Note B-4 Tranche B Term Loan Note C Compliance Certificate D Opinions of Counsel E Assignment Agreement E Prepayment Notice F-1 Third Restatement F Certificate Re Non-bank Status G-1 Closing Date Certificate F-2 G-2 Solvency Certificate G H Counterpart Agreement H-1 Canadian Guarantee H-2 Barbados Guarantee I-1 Second Amended and Restated I Pledge and Security Agreement I-2 Canadian Pledge J Mortgage K Landlord Waiver and Security Consent Agreement K Joinder Agreement L Contribution Agreement M Collateral Questionnaire This THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of February 1311, 20122005, is entered into by and among VALEANT PHARMACEUTICALS INTERNATIONALDI FINANCE SUB LLC, INCa Delaware limited liability company (“Finance Sub”), DI ACQUISITION CORP., a Delaware corporation continued under the laws of the Province of British Columbia (“BorrowerHoldings”), and CERTAIN SUBSIDIARIES OF BORROWERFINANCE SUB, as Guarantors, the Lenders party hereto from time to time, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING CREDIT PARTNERS LLC L.P. (“GSLP”), ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC (“▇.▇. ▇▇▇▇▇▇”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC. (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇GSCP”), as Joint Lead Arrangers Arranger and Joint Bookrunners, JPMORGAN CHASE BANK, N.A. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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”)Book Runner, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) ), and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”), BEAR ▇▇▇▇▇▇▇ CORPORATE LENDING INC., as Syndication Agent (together with its permitted successors in such capacity, “Collateral Syndication Agent”), BEAR, ▇▇▇▇▇▇▇ & CO. INC., as Joint Lead Arranger and RBC CAPITAL MARKETSJoint Book Runner (together with GSCP, DNB BANK ASAthe “Lead Arrangers”), THE and BANK OF NOVA SCOTIA and SUNTRUST BANKAMERICA, N.A., as Co-Documentation Agents Issuing Bank (together with its permitted successors in such capacity, Co-“Issuing Bank”) and as Documentation AgentsAgent (together with its permitted successors in such capacity, “Documentation Agent”).

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 K Joinder Agreement L Contribution Agreement M Collateral Questionnaire 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, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GSLP”), ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC (“▇.▇. ▇▇▇▇▇▇”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC. (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”), as Joint Lead Arrangers and Joint Bookrunners, JPMORGAN CHASE BANK, N.A. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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”).

Certain Affiliate Transactions. EXHIBITS: A-1 : A 1 Funding Notice A-2 Conversion/A 2 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 3 Issuance Notice C Compliance Certificate D Opinions of Counsel E Assignment Agreement E Prepayment Notice F-1 Third Restatement F Certificate Re Non bank Status G 1 Closing Date Certificate F-2 G 2 Solvency Certificate G H Counterpart Agreement H-1 Canadian Guarantee H-2 Barbados Guarantee I-1 Second Amended and Restated I-A Pledge and Security Agreement I-2 Canadian Pledge J Mortgage K Landlord Waiver and Security Agreement K Joinder Consent Agreement L Contribution Affiliate Subordination Agreement M Collateral Questionnaire Letter of Credit N Formalities Certificate This THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of February 13May , 20122005, is entered into by and among VALEANT PHARMACEUTICALS INTERNATIONALXERIUM TECHNOLOGIES, INC., a corporation continued under the laws of the Province of British Columbia . (“BorrowerXERIUM”), CERTAIN SUBSIDIARIES OF BORROWERa Delaware corporation, as GuarantorsXTI LLC (“XTI”), the Lenders party hereto from time to timea Delaware limited liability company, XERIUM ITALIA S.P.A. (“ITALIA SPA”), an Italian società per azioni, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GSLP”), ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC (“▇.▇. -▇▇▇▇▇▇”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, /MOUNT HOPE INC. (“▇▇▇▇▇▇ -▇▇▇▇▇▇▇▇”), as Joint Lead Arrangers a New Brunswick (Canada) corporation, WEAVEXX CORPORATION (CANADA) (“WEAVEXX”), a New Brunswick (Canada) corporation, ▇▇▇▇▇ AUSTRIA GMBH (“▇▇▇▇▇ AUSTRIA”), an Austrian limited liability company, and Joint BookrunnersXERIUM GERMANY HOLDING GMBH (“GERMANY HOLDINGS”), JPMORGAN CHASE BANKa German limited liability company (each of Xerium, N.A. and Italia SpA, ▇▇▇▇▇▇ -▇▇▇▇▇▇▇▇, Weavexx, ▇▇▇▇▇ Austria and Germany Holdings, individually, a “Borrower” and, collectively, the “Borrowers”), CERTAIN SUBSIDIARIES OF THE BORROWERS, as Co-Guarantors, the Banks party hereto from time to time, CITIGROUP GLOBAL MARKETS, INC. and CIBC WORLD MARKETS PLC, as Joint Lead Arrangers and Lead Bookrunners (in such capacity, “Lead Arrangers”), CITIGROUP GLOBAL MARKETS, INC. and CIBC WORLD MARKETS PLC, as Syndication Agents (in such capacity, the each a “Co-Syndication AgentsAgent”), JPMorgan Chase BankCITICORP NORTH AMERICA, N.A., as Issuing Bank, BARCLAYS BANK PLC (as successor to GSLP) (“Barclays”)INC., as Administrative Agent (together with its permitted successors successors, in such capacity, “Administrative Agent”) and CITICORP NORTH AMERICA, INC., as Collateral Agent (together with its permitted successors 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”).

Certain Affiliate Transactions. EXHIBITS: : A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance 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 B-2 Revolving Loan Note B-3 Swing Line Note C Compliance Certificate D Opinions of Counsel E Assignment Agreement E Prepayment Notice F-1 Third Restatement F Certificate Re Non-bank Status G-1 Closing Date Certificate F-2 G-2 Solvency Certificate G H Counterpart Agreement H-1 Canadian Guarantee H-2 Barbados Guarantee I-1 Second Amended and Restated I Pledge and Security Agreement I-2 Canadian Pledge CREDIT AND GUARANTY AGREEMENT 434546.21-New York Server 3A - MSW J Mortgage K Landlord Consent and Security Agreement K Estoppel L Joinder Agreement L Contribution Agreement M Collateral Questionnaire CREDIT AND GUARANTY AGREEMENT 434546.21-New York Server 3A - MSW CREDIT AND GUARANTY AGREEMENT This THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of February 13December 19, 2012, 2003 is entered into by and among VALEANT PHARMACEUTICALS INTERNATIONALMARINER HEALTH CARE, INC., a Delaware corporation continued under the laws of the Province of British Columbia (“Borrower”"COMPANY"), CERTAIN SUBSIDIARIES OF BORROWERCOMPANY, as Guarantors, the Lenders party hereto from time to time, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC CIBC WORLD MARKETS CORP. (“GSLP”"CIBCWM"), as a Joint Lead Arranger (in such capacity, a "JOINT LEAD ARRANGER"), ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC INC. (“▇.▇. ▇▇▇▇▇▇”) and "JPMORGAN"), as a Joint Lead Arranger (in such capacity, a "JOINT LEAD ARRANGER"), ▇▇▇▇▇▇ ▇BROTHERS INC. ("LBI"), as a Joint Lead Arranger (in such capacity, a "JOINT LEAD ARRANGER", and together with CIBC and JPMorgan, the "JOINT LEAD ARRANGERS"), ▇▇▇▇▇▇ SENIOR FUNDING, COMMERCIAL PAPER INC. (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”"LCPI") and JPMORGAN CHASE BANK ("JPMCB"), as Joint Lead Arrangers and Joint Bookrunners, JPMORGAN CHASE BANK, N.A. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as Co-Syndication Agents (in such capacity, the “Coeach a "CO-Syndication Agents”SYNDICATION AGENT"), JPMorgan Chase BankCITICORP NORTH AMERICA, N.A., as Issuing Bank, BARCLAYS BANK PLC INC. (as successor to GSLP) (“Barclays”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”"CITI") and as Collateral Agent GENERAL ELECTRIC CAPITAL CORPORTATION (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, "GECC") as Co-Documentation Agents (in such capacity, Coeach a "CO-Documentation Agents”DOCUMENTATION AGENT") and CANADIAN IMPERIAL BANK OF COMMERCE, ("CIBC") as Administrative Agent, as Collateral Agent, and as Swing Line Lender (together with its permitted successors in such capacities, "ADMINISTRATIVE AGENT," "COLLATERAL AGENT," or "SWING LINE LENDER," respectively).

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 [Reserved] 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 K Joinder Agreement L Contribution Agreement M Collateral Questionnaire 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, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GSLP”), ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC (“▇.▇. ▇▇▇▇▇▇”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC. (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”), as Joint Lead Arrangers and Joint Bookrunners, JPMORGAN CHASE BANK, N.A. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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”).

Certain Affiliate Transactions. EXHIBITS: : A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Term Loan Note B-2 Revolving Loan Note B-2 B-3 Swing Line Note B-3 Tranche A Term Loan Note B-4 Tranche B Term Loan Note C Compliance Certificate D [Reserved] E Assignment Agreement E Prepayment Notice F-1 Third Restatement Date F Certificate F-2 Solvency Certificate Re Non-Bank Status G [Reserved] H Counterpart Agreement H-1 Canadian Guarantee H-2 Barbados Guarantee I-1 Second Amended and Restated I Pledge and Security Agreement I-2 Canadian Pledge and Security J Collateral Assignment Agreement K Joinder Landlord Waiver and Consent Agreement L Contribution Intercreditor Agreement M Collateral Questionnaire This THIRD AMENDED AND RESTATED FIRST LIEN CREDIT AND GUARANTY AGREEMENT, dated as of February 13October 24, 20122007, is entered into by and among VALEANT PHARMACEUTICALS INTERNATIONALX-RITE, INC.INCORPORATED, a Michigan corporation continued under the laws of the Province of British Columbia (“Borrower” or “Company”), CERTAIN SUBSIDIARIES OF BORROWERCOMPANY, as Guarantors, the Lenders party hereto from time to time, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC FIFTH THIRD BANK, a Michigan banking corporation (in its individual capacity, “GSLP”), ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC (“▇.▇. ▇▇▇▇▇▇”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC. (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇Fifth Third”), as Joint Lead Arrangers and Joint Bookrunners, JPMORGAN CHASE BANK, N.A. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as Co-Syndication Agents administrative agent (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 collateral agent (in such capacity, together with its permitted successors successor in such capacity, “Collateral Agent”), and RBC CAPITAL MARKETS▇▇▇▇▇▇▇ ▇▇▇▇▇ CAPITAL, DNB BANK ASAA DIVISION OF ▇▇▇▇▇▇▇ ▇▇▇▇▇ BUSINESS FINANCIAL SERVICES INC. (in its individual capacity, THE BANK OF NOVA SCOTIA and SUNTRUST BANK“▇▇▇▇▇▇▇ ▇▇▇▇▇”), as Co-Documentation Agents syndication agent (in such capacity, “Syndication Agent”), NATIONAL CITY BANK (in its individual capacity, “National City”), as co-documentation agent (in such capacity, the “National City Co-Documentation Agent”), LASALLE BANK MIDWEST N.A., as co-documentation agent (in such capacity, the “LaSalle Co-Documentation Agent”; the National City Co-Documentation Agent and the LaSalle Co-Documentation Agent are referred to herein collectively as the “Co-Documentation Agents”), Fifth Third, as Co-Lead Arranger and Co-Bookrunner, ▇▇▇▇▇▇▇ ▇▇▇▇▇, as Co-Lead Arranger and Co-Bookrunner, and National City, as Co-Lead Arranger.

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 [Reserved] 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 K Joinder Agreement L Contribution Agreement M Collateral Questionnaire 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 federal laws of the Province of British Columbia Canada (“Borrower”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GSLP”), ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC (“▇.▇. ▇▇▇▇▇▇”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC. (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”), as Joint Lead Arrangers and Joint Bookrunners, JPMORGAN CHASE BANK, N.A. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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”).

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice B-1 Revolving A-3 Issuance Notice A-4 Swing Loan Note B-2 Swing Line Note B-3 Tranche A Term Loan Note B-4 Tranche Request B Term Loan Note C Compliance Certificate D C Assignment Agreement D Certificate Re Non-Bank Status E Prepayment Notice F-1 Third Restatement Closing Date Certificate F-2 Solvency Certificate G F Counterpart Agreement H-1 Canadian Guarantee H-2 Barbados Guarantee I-1 Second Amended and Restated G Pledge and Security Agreement I-2 Canadian Pledge H Mortgage I Landlord Waiver and Security Consent Agreement J Affiliate Subordination Agreement K Joinder Agreement Formalities Certificate L Contribution Agreement M Collateral Questionnaire Solvency Certificate This THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of February 13May 26, 20122011, is entered into by and among VALEANT PHARMACEUTICALS INTERNATIONALXERIUM TECHNOLOGIES, INC., a Delaware corporation continued (“Xerium”), and XERIUM TECHNOLOGIES LIMITED, a private limited company organized under the laws of England and Wales (the Province of British Columbia (“Euro Borrower”, and together with Xerium, each individually, a “Borrower” and, collectively, the “Borrowers”), CERTAIN SUBSIDIARIES OF BORROWERTHE BORROWERS, as Guarantors, the Lenders Banks party hereto from time to time, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GSLP”), ▇CITIGROUP GLOBAL MARKETS INC.▇. ▇▇▇▇▇▇ SECURITIES LLC (“▇.▇. ▇▇▇▇▇▇”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC. (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”), as Joint Lead Arrangers Arranger and Joint BookrunnersBookrunner, JPMORGAN CHASE BANKJEFFERIES FINANCE LLC, N.A. as Joint Lead Arranger and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Joint Bookrunner and as Co-Syndication Agents (in such capacityAgent, the “Co-Syndication Agents”), JPMorgan Chase BankCITIBANK, N.A., as Issuing Bank, BARCLAYS BANK PLC (as successor to GSLP) (“Barclays”), as Administrative Agent (together with its permitted successors successors, in such capacity, “Administrative Agent”) and CITICORP NORTH AMERICA, INC., as Collateral Agent (together with its permitted successors 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”).

Certain Affiliate Transactions. EXHIBITS: A-1 : A 1 Funding Notice A-2 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 3 Issuance Notice B Term Loan Note C Compliance Certificate D C Assignment Agreement D Certificate Re Non-Bank Status E Prepayment Notice F-1 Third Restatement Closing Date Certificate F-2 Solvency Certificate G F Counterpart Agreement H-1 Canadian Guarantee H-2 Barbados Guarantee I-1 Second Amended and Restated G Pledge and Security Agreement I-2 Canadian Pledge H Mortgage I Landlord Waiver and Security Consent Agreement J Affiliate Subordination Agreement K Joinder Intercreditor Agreement L Contribution Agreement Formalities Certificate M Collateral Questionnaire Initial Business Plan N Solvency Certificate This THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENTAGREEMENT (FIRST LIEN), dated as of February 13May 25, 20122010, is entered into by and among VALEANT PHARMACEUTICALS INTERNATIONALXERIUM TECHNOLOGIES, INC.. (“Xerium”), a corporation continued Delaware corporation, as reorganized pursuant to and under the laws Plan of the Province of British Columbia Reorganization (as defined herein), XTI LLC (“XTI”), a Delaware limited liability company, as reorganized pursuant to and under the Plan of Reorganization, XERIUM ITALIA S.P.A. (“Italia SpA”), an Italian società per azioni, as reorganized pursuant to and under the Plan of Reorganization, XERIUM CANADA INC. (“Xerium Canada”), a New Brunswick (Canada) corporation, as reorganized pursuant to and under the Plan of Reorganization, ▇▇▇▇▇.▇▇▇▇▇▇▇ AUSTRIA GMBH (“▇▇▇▇▇ Austria”), an Austrian limited liability company (formerly known as ▇▇▇▇▇ Austria GmbH), as reorganized pursuant to and under the Plan of Reorganization, and XERIUM GERMANY HOLDING GMBH (“Germany Holdings”), a German limited liability company, as reorganized pursuant to and under the Plan of Reorganization, (each of Xerium, XTI, Italia SpA, Xerium Canada, ▇▇▇▇▇ Austria and Germany Holdings, individually, a “Borrower” and, collectively, the “Borrowers”), CERTAIN SUBSIDIARIES OF BORROWERTHE BORROWERS, as Guarantors, the Lenders Banks party hereto from time to time, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GSLP”), ▇CITIGROUP GLOBAL MARKETS INC.▇. ▇▇▇▇▇▇ SECURITIES LLC (“▇.▇. ▇▇▇▇▇▇”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC. (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”), as Joint Sole Lead Arrangers Arranger and Joint Bookrunners, JPMORGAN CHASE BANK, N.A. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as Co-Syndication Agents Sole Bookrunner (in such capacity, the “Co-Syndication AgentsLead Arranger”), JPMorgan Chase BankCITICORP NORTH AMERICA, N.A., as Issuing Bank, BARCLAYS BANK PLC (as successor to GSLP) (“Barclays”)INC., as Administrative Agent (together with its permitted successors successors, in such capacity, “Administrative Agent”) and CITICORP NORTH AMERICA, INC., as Collateral Agent (together with its permitted successors 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”).

Certain Affiliate Transactions. EXHIBITS: : A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance 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 B-2 Revolving Loan Note B-3 Swing Line Note C Compliance Certificate D Opinions of Counsel E Assignment Agreement E Prepayment Notice F-1 Third Restatement F Certificate Re Non-bank Status G-1 Closing Date Certificate F-2 G-2 Solvency Certificate G H Counterpart Agreement H-1 Canadian Guarantee H-2 Barbados Guarantee I-1 Second Amended and Restated I Pledge and Security Agreement I-2 Canadian Pledge J Mortgage K Landlord Waiver and Security Consent Agreement K L Joinder Agreement L Contribution Agreement M Collateral Questionnaire CREDIT AND GUARANTY AGREEMENT EXECUTION This THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of February 13September 30, 20122004, 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, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC HOLDINGS, INC. (the “GSLPCompany”), ▇.▇a Delaware corporation, RBG HOLDINGS CORP. ▇▇▇▇▇▇ SECURITIES LLC (“Holdings”), a Delaware corporation, CERTAIN SUBSIDIARIES OF ▇.▇. ▇▇▇▇▇▇”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDINGHOLDINGS, INC. (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”)., as Joint Lead Arrangers Guarantors, the Lenders party thereto from time to time, and Joint Bookrunners, JPMORGAN CHASE BANK, N.A. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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) SACHS CREDIT PARTNERS L.P. (“BarclaysGSCP”), as Joint Lead Arranger, Joint Bookrunner, 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 WACHOVIA CAPITAL MARKETS, DNB BANK ASALLC (“Wachovia Securities”), THE BANK OF NOVA SCOTIA as Joint Lead Arranger and SUNTRUST Joint Bookrunner, WACHOVIA BANK, NATIONAL ASSOCIATION (“WBNA”), as Co-Documentation Agents the Sole Syndication Agent (in such capacity, “Syndication Agent”), and ANTARES CAPITAL CORPORATION (“Antares”), as a Co-Documentation AgentsAgent, GMAC COMMERCIAL FINANCE LLC (“GMAC”), as a Co-Documentation Agent and UBS SECURITIES LLC (“UBSS”), as a Co-Documentation Agent, (each, in such capacity, a “Co-Documentation Agent”).

Certain Affiliate Transactions. EXHIBITS: A-1 : A-1-A U.S Borrower Funding Notice A-2 A-1-B European Borrower Funding Notice A-2-A U.S. Borrower Conversion/Continuation Notice A-2-B European Borrower Conversion/Continuation Notice A-3 Issuance Notice B-1 U.S. Term Loan Note B-2 European Term Loan Note B-3 Domestic Revolving Loan Note B-2 B-4 Swing Line Note B-3 Tranche A Term Loan Note B-4 Tranche B Term Loan B-5 European Revolving Note C Compliance Certificate D Assignment Agreement E Prepayment Notice Certificate Re Non-bank Status F-1 Third Restatement Closing Date Certificate F-2 Solvency Certificate G Counterpart Agreement H-1 Canadian Guarantee H-2 Barbados Guarantee I-1 Second Amended and Restated H Pledge and Security Agreement I-2 Canadian Pledge I Mortgage J Landlord Waiver and Security Consent Agreement K Joinder Agreement L Contribution Agreement M Collateral Questionnaire CREDIT AND GUARANTY AGREEMENT This THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of February 13June 21, 20122004, is entered into by and among VALEANT PHARMACEUTICALS INTERNATIONALAUTOCAM CORPORATION, a Michigan corporation ("COMPANY" or "U.S. BORROWER"), AUTOCAM FRANCE, SARL, a French societe a responsabilite limitee (limited liability company) ("EUROPEAN BORROWER" and together with the U.S. Borrower, the "BORROWERS"), TITAN HOLDINGS, INC., a Delaware corporation continued under the laws of the Province of British Columbia (“Borrower”"HOLDINGS"), CERTAIN SUBSIDIARIES OF BORROWERCOMPANY, as Guarantors, the Lenders party hereto from time to time, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING GOLDMAN SACHS CREDIT PARTNERS LLC L.P. (“GSLP”), ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC (“▇.▇. ▇▇▇▇▇▇”"GSCP") and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC. (“▇▇▇▇▇▇ CITIGROUP GLOBAL ▇▇▇▇▇▇▇”, ▇▇▇. ("CGMI"), as Joint Lead Arrangers Arrangers, and Joint BookrunnersBook Runners (in such capacities, JPMORGAN CHASE BANKthe "JOINT LEAD ARRANGERS"), N.A. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ GSCP, as Co-Syndication Agents Agent (in such capacity, the “Co-Syndication Agents”"SYNDICATION AGENT"), JPMorgan Chase BankCITICORP NORTH AMERICA, N.A., as Issuing Bank, BARCLAYS BANK PLC INC. (as successor to GSLP) (“Barclays”"CITICORP"), as General Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”"GENERAL ADMINISTRATIVE AGENT") and as Collateral Agent (together with its permitted successors successor in such capacity, “Collateral Agent”"COLLATERAL AGENT"), and RBC CAPITAL MARKETS, DNB BANK ASA, THE BANK OF NOVA SCOTIA and SUNTRUST BANKCITIBANK INTERNATIONAL PLC ("CITI INTERNATIONAL"), as Co-Documentation Agents European Administrative Agent (in such capacity, Co-"EUROPEAN ADMINISTRATIVE AGENT"), and BANK ONE, NA ("BANK ONE"), ING CAPITAL, LLC ("ING"), and NATIONAL CITY BANK ("NCB") as Documentation Agents”Agents (each in such capacity, a "DOCUMENTATION AGENT" and collectively, the "DOCUMENTATION AGENTS").

Certain Affiliate Transactions. EXHIBITS: : A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Revolving Loan Note B-2 Swing Line Note B-3 Tranche A Term Loan Note B-4 B-2 Tranche B Term Loan Note B-3 Revolving Loan Note B-4 Swing Line Note C Compliance Certificate D Reserved E Assignment Agreement E Prepayment Notice F-1 Third Restatement F Certificate re Non-Bank Status G-1 Closing Date Certificate F-2 G-2 Solvency Certificate G H Counterpart Agreement H-1 Canadian Guarantee H-2 Barbados Guarantee I-1 Second Amended and Restated I Pledge and Security Agreement I-2 Canadian Pledge J Mortgage K Landlord Waiver and Security Agreement K Joinder Consent Agreement L Contribution Intercompany Note M Intercreditor Agreement M Collateral Questionnaire This THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of February 1322, 20122008, is entered into by and among VALEANT PHARMACEUTICALS INTERNATIONAL, INC.ALDABRA SUB LLC, a corporation continued under the laws of the Province of British Columbia Delaware limited liability company (“Aldabra” and, prior to the BPH Merger (as defined below), the “Borrower”), to be merged with and into BOISE PAPER HOLDINGS, L.L.C., a Delaware limited liability company (“BPH” and, after the BPH Merger, the “Borrower”), ALDABRA HOLDING SUB LLC, a Delaware limited liability company (“Holdings”), CERTAIN SUBSIDIARIES OF BORROWERALDABRA, as Guarantors, the Lenders party hereto from time to time, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING CREDIT PARTNERS LLC L.P. (“GSLP”), ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC (“▇.▇. ▇▇▇▇▇▇”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC. (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”), as Joint Lead Arrangers and Joint Bookrunners, JPMORGAN CHASE BANK, N.A. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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) (“BarclaysGSCP”), 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 MARKETSTORONTO DOMINION (TEXAS) LLC (“TD”), DNB BANK ASAas Syndication Agent (together with its permitted successors in such capacity, THE “Syndication Agent”), BANK OF NOVA SCOTIA AMERICA, N.A. (“Bank of America”) and SUNTRUST BANKCOBANK, ACB, as Co-Documentation Agents (together with their permitted successors in such capacity, “Co-Documentation Agents”).

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 [Reserved] 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 K Joinder Agreement L Contribution Agreement M Collateral Questionnaire This THIRD SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of February 13October 20, 20122011, is entered into by and among VALEANT PHARMACEUTICALS INTERNATIONAL, INC., a corporation continued under the federal laws of the Province of British Columbia Canada (“Borrower”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GSLP”), ) and ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC (“▇.▇. ▇▇▇▇▇▇”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC. (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”), as Joint Lead Arrangers and Joint Bookrunners, JPMORGAN CHASE BANK, N.A. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ N.A., as Co-Syndication Agents Agent (in such capacity, the “Co-Syndication AgentsAgent”), JPMorgan Chase Bank, N.A., ) and as Issuing Bank, BARCLAYS BANK PLC (as successor to and 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”).

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 D-1 Opinion of New York Counsel to the Credit Parties D-2 Opinion of Hong Kong Counsel to the Credit Parties D-3 Opinion of Cayman Counsel to the Credit Parties E Assignment Agreement E Prepayment Notice F-1 Third Restatement F [Reserved] G-1 Closing Date Certificate F-2 G-2 Solvency Certificate G H Counterpart Agreement H-1 Canadian Guarantee H-2 Barbados Guarantee I-1 Second Amended Borrower Share Charge I-2 Borrower Fixed and Restated Pledge Floating Charge J-1 Borrower Charge Over Bank Accounts J-2 H3C Fixed and Security Agreement I-2 Canadian Pledge and Security Agreement K Joinder Agreement L Contribution Agreement M Collateral Questionnaire Floating Charge J-3 H3C Equitable Share Charge J-4 H3C Share Mortgage K-1 H3C Subsidiary Share Charge (WFOE) K-2 H3C Subsidiary Share Charge (Queenhive) CREDIT AND GUARANTY AGREEMENT This THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of February 13March 22, 20122007, is entered into by and among VALEANT PHARMACEUTICALS INTERNATIONAL, INC.H3C HOLDINGS LIMITED, a corporation continued limited liability company organized under the laws of the Province of British Columbia Cayman Islands (“Borrower”"BORROWER"), CERTAIN SUBSIDIARIES OF BORROWER3COM CORPORATION ("3COM"), as Guarantors3COM HOLDINGS LIMITED ("3COM HOLDINGS"), 3COM TECHNOLOGIES ("3COM CAYMAN" and, together with 3Com and 3Com Holdings, the "HOLDCO GUARANTORS" and, together with any Guarantor Subsidiaries, the "GUARANTORS"), the Lenders party hereto from time to time, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING CREDIT PARTNERS LLC L.P. (“GSLP”), ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC (“▇.▇. ▇▇▇▇▇▇”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC. (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”"GSCP"), as Joint Lead Arrangers and Joint Bookrunners, JPMORGAN CHASE BANK, N.A. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as Co-Syndication Agents Agent (in such capacity, the “Co-Syndication Agents”), JPMorgan Chase Bank, N.A., as Issuing Bank, BARCLAYS BANK PLC (as successor to GSLP"SYNDICATION AGENT") (“Barclays”), and as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”"ADMINISTRATIVE AGENT"), and INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ASIA) and LIMITED ("ICBC"), as Collateral Agent (together with its permitted successors successor 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”"COLLATERAL AGENT").

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 [Reserved] 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-2 Subordination Agreement K Joinder Agreement L Contribution Agreement M Collateral Questionnaire 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 federal laws of the Province of British Columbia Canada (“Borrower”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GSLP”), ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC (“▇.▇. ▇▇▇▇▇▇”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC. (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”), as Joint Lead Arrangers and Joint Bookrunners, JPMORGAN CHASE BANK, N.A. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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”).

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 [Reserved] F-1 Third Restatement Date Certificate F-2 Solvency Certificate CG&R Draft Last Saved: 12/21/201201/23/2013 11:03 am 8950852v42:57 pm 8597568v15 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 J-2 Subordination Agreement K Joinder Agreement L Contribution Agreement M Collateral Questionnaire CG&R Draft Last Saved: 12/21/201201/23/2013 11:03 am 8950852v42:57 pm 8597568v15 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 federal laws of the Province of British Columbia Canada (“Borrower”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GSLP”), ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC (“▇.▇. ▇▇▇▇▇▇”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC. (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”), as Joint Lead Arrangers and Joint Bookrunners, JPMORGAN CHASE BANK, N.A. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 MARKETSMARKETS and, DNB BANK ASA, THE BANK OF NOVA SCOTIA and SUNTRUST BANK, as Co-Documentation Agents (in such capacity, Co-Documentation Agents”).

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 B-2 Revolving Loan Note B-3 Swing Line Note C Compliance Certificate D Opinions of Counsel E Assignment Agreement E Prepayment Notice F-1 Third Restatement Closing Date Certificate F-2 Solvency Certificate G Counterpart Agreement H-1 Canadian Guarantee H-2 Barbados Guarantee I-1 Second Amended and Restated H Form of Subordination Provisions I Pledge and Security Agreement I-2 Canadian Pledge and Security J Landlord Personal Property Collateral Access Agreement K Joinder Agreement L Contribution Affiliated Practice Pledge Agreement M Collateral Questionnaire Assignment of Nominee Agreement N Collateral Assignment of Purchase Agreement O Collateral Assignment of Services Agreement P Collateral Assignment of Management Agreement Q TRA Form R Form of Affiliate Lender Assignment Agreement S Intercompany Subordination Agreement This THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of February 13December 20, 20122010, is entered into by and among VALEANT PHARMACEUTICALS INTERNATIONALAURORA DIAGNOSTICS, INC.LLC, a corporation continued under the laws of the Province of British Columbia Delaware limited liability company (“Borrower”), CERTAIN SUBSIDIARIES OF BORROWERAURORA DIAGNOSTICS HOLDINGS, LLC., a Delaware limited liability company (“Holdings”) and certain subsidiaries and affiliates of Borrower identified on the signature pages hereto as “Guarantors” (such subsidiaries and affiliates, together with Parent Entity (as hereinafter defined) are referred to individually as a “Guarantor”, and collectively, jointly and severally, as “Guarantors”), the Lenders party hereto from time to time, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC BARCLAYS BANK PLC (“GSLPBarclays Bank”), ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC as Administrative Agent (in such capacity, “▇.▇. ▇▇▇▇▇▇Administrative Agent”) and as Collateral Agent (in such capacity, “Collateral Agent”), BARCLAYS CAPITAL (a division of Barclays Bank), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC. (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇MSSF”) and UBS SECURITIES LLC (“UBS Securities”), as Joint Lead Arrangers and Joint Bookrunners, JPMORGAN CHASE BANK, N.A. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as Co-Syndication Agents (in such capacity, the “Co-Syndication AgentsJoint Lead Arrangers”), JPMorgan Chase Bank, N.A., as Issuing Bank, BARCLAYS BANK PLC ) and Joint Bookrunners (as successor to GSLP) (“Barclays”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative AgentJoint Bookrunners”) and ), MSSF, as Collateral Syndication Agent (together with its permitted successors in such capacity, “Collateral Syndication Agent”), and RBC CAPITAL MARKETS, DNB BANK ASA, THE BANK OF NOVA SCOTIA and SUNTRUST BANKUBS Securities, as Co-Documentation Agents Agent (in such capacity, Co-“Documentation AgentsAgent”).

Certain Affiliate Transactions. EXHIBITS: A-1 Funding : A‑1 Borrowing Notice A-2 A‑2 Conversion/Continuation Notice B-1 Revolving Loan Note B-2 Swing Line Note B-3 A‑3 Issuance Notice B‑1 Tranche A Term Loan Note B-4 B‑2 Tranche B Term Loan Note B‑3 Revolving Loan Note B‑4 Swing Line Note B-5 Incremental Term Loan Note C Compliance Certificate D Assignment Agreement E Prepayment Notice F-1 Third Restatement Certificate re Non‑Bank Status E‑1 Closing Date Certificate F-2 E‑2 Solvency Certificate G F-1 Guarantor Counterpart Agreement H-1 Canadian Guarantee H-2 Barbados Guarantee I-1 Second Amended F-2 Ancillary Borrower Counterpart Agreement G Mortgage H Landlord Waiver and Restated Pledge and Security Consent Agreement I-2 Canadian Pledge and Security Agreement K I Joinder Agreement L Contribution Agreement M Collateral Questionnaire J Perfection Certificate NY\5627635.16 This THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of February 13, 20122013, is entered into by and among VALEANT PHARMACEUTICALS INTERNATIONAL, INCPVH CORP., a Delaware corporation continued under (the laws of “U.S. Borrower”), ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ B.V., a Dutch private limited liability company with its corporate seat in Amsterdam, The Netherlands (the Province of British Columbia (“European Borrower” and, together with the U.S. Borrower, the “Borrowers”), CERTAIN SUBSIDIARIES OF THE U.S. BORROWER, as Guarantors, the Lenders party hereto from time to time, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GSLP”), ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC (“▇.▇. ▇▇▇▇▇▇”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC. (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”), as Joint Lead Arrangers and Joint Bookrunners, JPMORGAN CHASE BANK, N.A. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”), with ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPFS”) and RBC CAPITAL MARKETSCITIGROUP GLOBAL MARKETS INC. (“CGMI”), DNB BANK ASAas Co-Syndication Agents (together with their permitted successors in such capacity, THE the “Co-Syndication Agents”), and CREDIT SUISSE SECURITIES (USA) LLC (“CS Securities”) and ROYAL BANK OF NOVA SCOTIA and SUNTRUST BANKCANADA (“Royal Bank”), as Co-Documentation Agents (together with their permitted successors in such capacity, the “Co-Documentation Agents”).

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice US Borrower Revolving Credit Note A-2 Conversion/Continuation Notice B-1 Canadian Borrower Revolving Loan Credit Note B-2 Swing Line Note B-3 Tranche A Term Loan Note B-4 Tranche B Term Loan Note C Compliance Certificate C Commitment Transfer Supplement D Assignment Agreement Certificate Re Non-Bank Status E Prepayment Notice F-1 Third Restatement Closing Date Certificate F-2 Solvency Certificate G F Counterpart Agreement H-1 Canadian Guarantee H-2 Barbados Guarantee I-1 Second Amended and Restated G-1 US Pledge and Security Agreement I-2 G-2 Canadian Pledge and Security Agreement H Mortgage I Landlord Personal Property Collateral Access Agreement J Affiliate Subordination Agreement K Joinder Agreement Solvency Certificate L Contribution Intercreditor Agreement M Collateral Questionnaire Borrowing Base Certificate N Swing Loan Request This THIRD AMENDED AND RESTATED REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of February 13May 17, 20122013, is entered into by and among VALEANT PHARMACEUTICALS INTERNATIONALXERIUM TECHNOLOGIES, INC., a Delaware corporation continued (the “Lead Borrower”), any Subsidiary of the Lead Borrower organized or formed under the laws of the United States that at any time after the date hereof becomes a US Borrower in accordance with the terms hereof (each a “US Borrower” and, together with the Lead Borrower, the “US Borrowers”), XERIUM CANADA INC., a corporation organized under the laws of the Province of British Columbia New Brunswick (“Xerium Canada”), and any other Subsidiary of the Lead Borrower organized or formed under the laws of Canada or any province or territory thereof that at any time after the date hereof becomes a Canadian Borrower in accordance with the terms hereof (each a “Canadian Borrower” and, together with Xerium Canada, the “Canadian Borrowers”; and the Canadian Borrowers, together with the US Borrowers, collectively, the “Borrowers”), CERTAIN SUBSIDIARIES OF THE LEAD BORROWER, as Guarantors, the Lenders party hereto from time to time, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GSLP”), ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC (“▇.▇. ▇▇▇▇▇▇”) time and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC. (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”), as Joint Lead Arrangers and Joint Bookrunners, JPMORGAN CHASE PNC BANK, N.A. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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”)NATIONAL ASSOCIATION, as Administrative Agent (together with its permitted successors successors, in such capacity, “Administrative Agent”) and as Collateral Agent (together with its permitted successors 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”).

Certain Affiliate Transactions. EXHIBITS: : A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance 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 B-2 Revolving Loan Note B-3 Swing Line Note C Compliance Certificate D Opinions of Counsel E Assignment Agreement E Prepayment Notice F-1 Third Restatement F Certificate Re Non-bank Status G-1 Closing Date Certificate F-2 G-2 Solvency Certificate G H Counterpart Agreement H-1 Canadian Guarantee H-2 Barbados Guarantee I-1 Second Amended and Restated I Pledge and Security Agreement I-2 Canadian Pledge J Mortgage K Landlord Waiver and Security Consent Agreement K M Joinder Agreement L Contribution Agreement M Collateral Questionnaire CREDIT AND GUARANTY AGREEMENT This THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of February 13March 25, 20122004, is entered into by and among VALEANT PHARMACEUTICALS INTERNATIONALAAC ACQUISITION CORP. ("AAC"), INCa Delaware corporation, AAC HOLDING CORP. ("HOLDINGS")., a corporation continued under the laws of the Province of British Columbia (“Borrower”)Delaware corporation, CERTAIN SUBSIDIARIES OF BORROWERAMERICAN ACHIEVEMENT CORPORATION, as Guarantors, the Lenders party hereto thereto from time to time, ▇▇GOLDMAN SACHS CREDIT PARTNERS L.P. ("GSCP"), as Joint Lead Arranger, ▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GSLP”), ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC (“▇.▇. ▇▇▇▇▇▇”) and ▇▇▇▇o▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDINGnner, INC. (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”), as Joint Lead Arrangers and Joint Bookrunners, JPMORGAN CHASE BANK, N.A. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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”"ADMINISTRATIVE AGENT") and as Collateral Agent (together with its permitted successors in such capacity, “Collateral Agent”"COLLATERAL AGENT"), and RBC CAPITAL MARKETS, DNB DEUTSCHE BANK ASA, THE BANK OF NOVA SCOTIA and SUNTRUST BANKSECURITIES INC. ("DBSI"), as Co-Documentation Agents a Joint Lead Arranger and Joint Bookrunner and DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH ("DBCI"), as Syndication Agent (in such capacity, "SYNDICATION AGENT") and CIT LENDING SERVICES CORPORATION ("CIT"), as a Co-Documentation Agents”Agent, GENERAL ELECTRIC CAPITAL CORPORATION ("GE CAPITAL"), as a Co-Documentation Agent and MERRILL LYNCH CAPITAL, A DIVISION OF MERRILL LYNCH BUSINESS FINANCIAL ▇▇▇▇▇▇E▇ ▇▇▇. ("ML"), as a Co-Docume▇▇▇▇▇▇▇ ▇▇▇▇▇ (each, in such capacity, a "CO-DOCUMENTATION AGENT").

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 [Reserved] 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 K Joinder Agreement L Contribution Agreement M Collateral Questionnaire 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 federal laws of the Province of British Columbia Canada (“Borrower”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GSLP”), ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC (“▇.▇. ▇▇▇▇▇▇”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC. (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”), as Joint Lead Arrangers and Joint Bookrunners, JPMORGAN CHASE BANK, N.A. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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, MARKETS and DNB BANK ASA, THE BANK OF NOVA SCOTIA and SUNTRUST BANK, as Co-Documentation Agents (in such capacity, Co-Documentation Agents”).

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 [Reserved] 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-2 Subordination Agreement K Joinder Agreement L Contribution Agreement M Collateral Questionnaire CG&R Draft Last Saved: 02/0620/2013 14:3244 pm 10174795v19 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 federal laws of the Province of British Columbia Canada (“Borrower”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GSLP”), ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC (“▇.▇. ▇▇▇▇▇▇”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC. (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”), as Joint Lead Arrangers and Joint Bookrunners, JPMORGAN CHASE BANK, N.A. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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”).

Certain Affiliate Transactions. EXHIBITS: : A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Term Loan Note B-2 Revolving Loan Note B-2 B-3 Swing Line Note B-3 Tranche A Term Loan Note B-4 Tranche B Term Loan Note C Compliance Certificate D Opinions of Counsel E Assignment Agreement E Prepayment Notice F-1 Third Restatement F Certificate Re Non-bank Status G-1 Closing Date Certificate F-2 G-2 Solvency Certificate G H Counterpart Agreement H-1 Canadian Guarantee H-2 Barbados Guarantee I-1 Second Amended and Restated I Pledge and Security Agreement I-2 Canadian Pledge J Mortgage K Landlord Consent and Security Estoppel M Intercreditor Agreement K Joinder Agreement L Contribution Agreement M Collateral Questionnaire N Borrowing Base Certificate CREDIT AND GUARANTY AGREEMENT This THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of February May 13, 2012, 2002 is entered into by and among VALEANT PHARMACEUTICALS INTERNATIONALMARINER HEALTH CARE, INC. (F/K/A MARINER POST-ACUTE NETWORK, INC.), a Delaware corporation continued under the laws of the Province of British Columbia (“Borrower”"COMPANY"), CERTAIN SUBSIDIARIES OF BORROWERCOMPANY, as Guarantors, the Lenders party hereto from time to time, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING CREDIT PARTNERS LLC L.P. (“GSLP”), ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC (“▇.▇. ▇▇▇▇▇▇”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC. (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”"GSCP"), as a Joint Lead Arrangers and Joint Bookrunners, JPMORGAN CHASE BANK, N.A. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as Co-Syndication Agents Arranger (in such capacity, the “Co-Syndication Agents”a "JOINT LEAD ARRANGER"), JPMorgan Chase Bankand as Sole Syndication Agent (in such capacity, N.A."SYNDICATION AGENT"), as Issuing Bank, BARCLAYS BANK PLC UBS WARBURG LLC (as successor to GSLP) (“Barclays”"UBSW"), as a Joint Lead Arranger (in such capacity, a "JOINT LEAD ARRANGER", and together with GSCP, the "JOINT LEAD ARRANGERS"), UBS AG, STAMFORD BRANCH ("UBS") as Administrative Agent and as Swing Line Lender (together with its permitted successors in such capacities, "ADMINISTRATIVE AGENT" or "SWING LINE LENDER", respectively), GENERAL ELECTRIC CAPITAL CORPORATION ("GECC"), as Collateral Monitoring Agent (together with its permitted successors in such capacity, “Administrative Agent”"COLLATERAL MONITORING AGENT"), and as Documentation Agent (in such capacity, "DOCUMENTATION AGENT"), and for the limited purposes of Sections 9.1, 9.6(b) and 10.3 hereof, RESIDENTIAL FUNDING CORPORATION DBA GMAC-RFC HEALTH CAPITAL ("GMAC"), as Joint 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”"JOINT COLLATERAL AGENT").

Certain Affiliate Transactions. EXHIBITS: : A-1 Funding Notice A-2 Conversion/Continuation Notice B-1 A-3 LC Request B 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 Counterpart Agreement F Closing 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 H General Intercreditor Agreement I Borrowing Base Certificate J Landlord Personal Property Collateral Access Agreement K Joinder Agreement L Contribution Agreement M Collateral Questionnaire This THIRD Corporate Credit Rating Certificate THIS AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of February 13March 18, 20122011, is entered into by and among VALEANT PHARMACEUTICALS EURAMAX INTERNATIONAL, INC., a Delaware corporation continued under (individually and, in its capacity as the laws representative of the Province other Borrowers pursuant to Section 2.18, "Euramax"); and the other "Borrowers" from time to time parties hereto (Euramax and such other "Borrowers" being referred to collectively as "Borrowers," and individually as a "Borrower"); EURAMAX HOLDINGS, INC., a Delaware corporation ("Holdings"); and AMERIMAX RICHMOND COMPANY, an Indiana corporation ("Richmond"; Holdings, Richmond and the other subsidiaries of British Columbia (“Borrower”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders Euramax party hereto from time to timetime as "Guarantors" being referred to collectively as "Guarantors," and individually as a "Guarantor"); the various financial institutions listed on the signature pages hereof (together with their respective successors and permitted assigns, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GSLP”the "Lenders"), ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC (“▇.▇. ▇▇▇▇▇▇”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC. (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”), as Joint Lead Arrangers and Joint Bookrunners, JPMORGAN CHASE ; REGIONS BANK, N.A. an Alabama banking corporation, in its capacity as collateral and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as Co-Syndication Agents (in such capacity, administrative agent for the “Co-Syndication Agents”), JPMorgan Chase Bank, N.A., as Issuing Bank, BARCLAYS BANK PLC (as successor to GSLP) (“Barclays”), as Administrative Agent Lenders (together with its permitted successors in such capacity, “Administrative "Agent”) "); and as Collateral Agent (together with its permitted successors in such capacityREGIONS BUSINESS CAPITAL, “Collateral Agent”), and RBC CAPITAL MARKETS, DNB BANK ASA, THE BANK OF NOVA SCOTIA and SUNTRUST BANKa division of Regions Bank, as Co-Documentation Agents (in such capacity, Co-Documentation Agents”)Sole Lead Arranger and Bookrunner.