Exhibit 10.1

Execution  Version

AMENDMENT AND RESTATEMENT AGREEMENT

This AMENDMENT AND RESTATEMENT AGREEMENT (this “Restatement Agreement”) is dated as of October 15, 2021, by and among VENATOR MATERIALS PLC, a public limited company incorporated in England and Wales with company number 10747130 (“Holdings”), each Borrower as of the date hereof, the other Loan Parties as of the date hereof, the Issuing Banks party hereto (collectively constituting, after giving effect to the Commitment Reallocation, each Issuing Bank as of the date hereof), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), as a Swingline Lender (in such capacity, the “Swingline Lender”), and as an Issuing Bank, JPMORGAN CHASE BANK, N.A., as collateral agent (in such capacity, the “Collateral Agent”), and each Lender party hereto (collectively constituting, after giving effect to the Commitment Reallocation, each Lender as of the date hereof). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Amended and Restated Revolving Credit Agreement (as defined below).

RECITALS

WHEREAS, Holdings, the Borrowers, the Administrative Agent, the Collateral Agent and each Lender and Issuing Bank from time to time party thereto have entered into that certain Revolving Credit Agreement, dated as of August 8, 2017 (as amended, restated, amended and restated, supplemented and/or otherwise modified prior to the date hereof, the “Existing Revolving Credit Agreement”; the Existing Revolving Credit Agreement, as amended and restated by this Restatement Agreement, the “Amended and Restated Revolving Credit Agreement”);

WHEREAS, in accordance with the provisions of Section 2.19(3) and Section 10.08(2) of the Existing Revolving Credit Agreement and the terms and conditions set forth herein, the Borrowers, the Lenders, the Issuing Banks, the Swingline Lender and the Administrative Agent wish to enter into this Restatement Agreement to (i) reduce the Revolving Facility Commitments, (ii) extend the Maturity Date with respect to the Revolving Facility Commitments, and (iii) to amend certain other provisions of the Revolving Credit Agreement as herein provided;

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1           Amendment and Restatement of Revolving Credit Agreement and other Loan Documents.

(a)            The Existing Revolving Credit Agreement is hereby amended as follows:

(i)                 The Commitments with respect to each Lender and each Issuing Bank are hereby amended and restated as set forth in Schedule I hereto; provided that (x) the Commitments of each Lender under the Existing Revolving Credit Agreement that is not a party to this Restatement Agreement, each such Lender constituting a Non-Consenting Lender, are hereby terminated and all Loans and other Obligations (other than Obligations in respect of (A) Specified Hedge Agreements and Cash Management Obligations that are not due and payable as of the date hereof and (B) contingent indemnification and reimbursement obligations that are not due and payable and for which no claim has been asserted as of the date hereof) shall be repaid in full and (y) each Lender party to this Restatement Agreement immediately prior to the Restatement Agreement Effective Date (each a “Consenting Lender”) hereby expressly consents to the termination of Commitments and repayments set forth in clause (x) of this Section 1(a)(i), and the Administrative Agent, the Swingline Lender and the Issuing Banks hereby confirm that each Lender party hereto that does not constitute a Consenting Lender is reasonably acceptable to the Administrative Agent, the Swingline Lender and the Issuing Banks (this Section 1(a)(i), the “Commitment Reallocation”);

(ii)               Each financial institution party hereto as a Lender and/or Issuing Bank, other than the Consenting Lenders, (x) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Restatement Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Existing Revolving Credit Agreement and the Amended and Restated Revolving Credit Agreement, (B) it satisfies the requirements, if any, specified in the Existing Revolving Credit Agreement and the Amended and Restated Revolving Credit Agreement that are required to be satisfied by it in order to become a Lender, (C) it has received a copy of the Existing Revolving Credit Agreement and the Amended and Restated Revolving Credit Agreement, together with copies of the most recent financial statements referred to in Section 5.04 of the Existing Revolving Credit Agreement), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Restatement Agreement and has made such analysis and decision independently and without reliance on any Agent or any Lender, (D) it will independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (E) it appoints and authorizes the Administrative Agent and the Collateral Agent, as applicable, to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent and the Collateral Agent, as applicable, by the terms of the Loan Documents, together with such powers as are reasonably incidental thereto, (F) it ratifies and confirms all declarations and acts given and made by each Agent on its behalf, (G) it is not incorporated in, or acting through a Facility Office situated in, a Non-Cooperative Jurisdiction, and (H) it hereby agrees that it will perform in accordance with their terms all the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender and (y) in accordance with the Commitment Reallocation, constitutes a Lender and, if applicable, an Issuing Bank; and

(iii)             If after giving effect to the Commitment Reallocation any Lender’s Revolving Facility Percentage, French Revolving Facility Percentage, European Revolving Facility Percentage and/or U.S./Canadian Revolving Facility Percentage, as applicable, has changed, then the applicable Borrower shall incur such new Revolving Loans and/or repay such then outstanding Revolving Loans so that, after giving effect thereto, each Revolving Lender shall have (i) outstanding Revolving Loans in an amount equal to such Revolving Lender’s Revolving Facility Percentage of all outstanding Revolving Loans, (ii) outstanding French Revolving Loans in an amount equal to such Revolving Lenders’ French Revolving Facility Percentage of all outstanding French Revolving Loans, (iii) outstanding European Revolving Loans in an amount equal to such Revolving Lender’s European Revolving Facility Percentage of all outstanding European Revolving Loans and (iv) outstanding U.S./Canadian Revolving Loans in an amount equal to such Lender’s U.S./Canadian Revolving Facility Percentage of all outstanding U.S./Canadian Revolving Loans, as applicable on the Restatement Agreement Effective Date after giving effect to the actions required by this Section 1(a).

(b)           Immediately following the Commitment Reallocation, the Existing Revolving Credit Agreement is hereby amended and restated as set forth in Exhibit A, including with respect to the extension of the Maturity Date.

(c)            The definition of “Declared Default” (as defined in the Guaranty and the Security Principles set forth in Schedule 1.01(2)) is hereby amended by inserting “or any Event of Default with respect to Holdings described in clause (8) or (9) of Section 8.01 under the Bankruptcy Code or any other liquidation, bankruptcy, assignment for the benefit of creditors, receivership, insolvency or similar debtor relief law of the United States from time to time and affecting the rights of creditors generally)” immediately after the reference to Section 8.01(i)(A) in such definition.

SECTION 2           Reaffirmation of Guarantee and Security.

(a)            Each Loan Party (save for the German Loan Parties as regards the German Non-Accessory Security Documents and the German Account Pledge Agreements (each as defined below)), by its signature below, hereby (i) agrees that after giving effect to this Restatement Agreement, the Security Documents to which it is a party shall continue to be in full force and effect, (ii) affirms and confirms all of its obligations and liabilities under (A) the Existing Revolving Credit Agreement (including giving effect to prior amendments, supplements and other modifications thereto), (B) the Guaranty, (C) the Security Documents and (D) each other Loan Document, in each case after giving effect to this Restatement Agreement, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents to secure such Obligations, all as provided in the Security Documents and other Loan Documents as originally executed, and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, the Obligations under the Amended and Restated Revolving Credit Agreement and the other Loan Documents, in each case after giving effect to this Restatement Agreement and (iii) confirms that after giving effect to this Restatement Agreement, each Lien granted by it to the Collateral Agent for the benefit of the Secured Parties under each of the Loan Documents to which it is a party shall (A) continue in full force and effect and (B) continue to secure the Obligations, in each case on and subject to the terms and conditions set forth in the Amended and Restated Revolving Credit Agreement, the Security Documents, the Guaranty and the other Loan Documents. Each of the parties hereto confirms that the entering into of the Restatement Agreement and the amendment and restatement of the Existing Revolving Credit Agreement shall not constitute a novation of the Existing Revolving Credit Agreement.

(b)           In addition to paragraph (a) above, the Loan Parties acknowledge and agree that each reference in the “Whereas” section of each of the French Security Documents to “an aggregate principal amount” is intended to refer to an “initial aggregate principal amount” but it is further acknowledged by all of the parties that the definition of “Secured Liabilities” in each French Security Document remains unchanged.

(c)            For the avoidance of doubt, such reaffirmation, ratification, confirmation and acknowledgment in paragraph (a) above shall not constitute the creation of new Liens in respect of any Collateral governed by English law and shall merely constitute a confirmation that such Collateral remains in full force and effect and extends to the Obligations as amended pursuant to this Restatement Agreement.

(d)           (i) Venator Germany GmbH (A) confirms to each of the Secured Parties that the global assignment agreement dated 19 August 2020 and entered into between Venator Germany GmbH as assignor and the Collateral Agent (“Global Assignment Agreement”) and the security transfer agreement dated 19 August 2020 and entered into between Venator Germany GmbH as transferor and the Collateral Agent (“Security Transfer Agreement”, together with the Global Assignment Agreement hereafter the “German Non-Accessory Security Documents”) shall remain in full force and effect and the amendments made to the Loan Documents by this Restatement Agreement shall not affect the validity (Wirksamkeit) and enforceability (Vollstreckbarkeit) of the German Non-Accessory Security Documents in any way, (B) agrees, that from the Restatement Agreement Effective Date, the German Non-Accessory Security Documents shall secure any and all of the obligations (including, without limitation, any such obligations owed to the Collateral Agent under the parallel debt undertaking under Section 6 (Parallel Debt, Covenants to pay the Common Collateral Agent) of the Intercreditor Agreement and any such other obligation or liability to pay damages) which are or may become payable or owing in accordance with the Amended and Restated Revolving Credit Agreement and the other Loan Documents (including, but not limited to, any obligation based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt)) (the “Amended Secured Obligations”, regardless of the definition of “Secured Obligations” contained in the German Non-Accessory Security Documents, including any amounts which exceed the obligations secured by the German Non-Accessory Security Documents prior to the date of this Restatement Agreement.

(the “German Account Pledge Agreements” and each a “German Account Pledge Agreement”),

each relevant German Loan Party in particular with respect to the provisions of section 1210 paragraph 1 sentence 2 of the German Civil Code (Bürgerliches Gesetzbuch) hereby (i) confirms to each of the Secured Parties, that the German Account Pledge Agreement, to which it is party, shall remain in full force and effect and the amendments made to the Loan Documents by this Restatement Agreement shall not affect the validity (Wirksamkeit) and enforceability (Vollstreckbarkeit) of the relevant German Account Pledge Agreement in any way and (ii) agrees, that from the Restatement Agreement Effective Date, each respective German Account Pledge Agreement shall secure any and all of the Amended Secured Obligations, regardless of the definition of “Secured Obligations” contained in the German Account Pledge Agreements, including any amounts which exceed the obligations secured by the German Account Pledge Agreements prior to the date of this Restatement Agreement.

(e)                In respect of the Luxembourg Security Document, the Lux Parent, the Collateral Agent and Holdings hereby agree that the Luxembourg Security Document remains in full force and effect and that the pledge created thereunder as well as the rights, powers and remedies conferred upon the Collateral Agent by the Luxembourg Security Document or by law shall not be affected in any way whatsoever by the entry into and execution of the Restatement Agreement.

SECTION 3           Representations and Warranties. Each Loan Party hereby represents and warrants that:

(a)            no Default or Event of Default has occurred and is continuing immediately prior to the Restatement Agreement Effective Date, or would exist immediately after giving effect to this Restatement Agreement;

(b)           all of the representations and warranties contained in the Loan Documents are true and correct in all material respects (except for representations and warranties that are already qualified by materiality or “Material Adverse Effect”, which representations and warranties are true and correct in all respects) immediately prior to the Restatement Agreement Effective Date and immediately after giving effect to this Restatement Agreement, except to the extent such representations and warranties expressly relate to an earlier date in which case such representations and warranties are true and correct in all material respects (except for representations and warranties that are already qualified by materiality or “Material Adverse Effect”, which representations and warranties are true and correct in all respects) as of such earlier date; and

(c)            this Restatement Agreement has been duly authorized, executed and delivered by each Loan Party and each of this Restatement Agreement and the Amended and Restated Revolving Credit Agreement, as amended and restated hereby, constitutes a legal, valid and binding obligation, enforceable against each Loan Party in accordance with its terms.

SECTION 4           Reference to and Effect upon the Revolving Credit Agreement.

(a)            From and after the Restatement Agreement Effective Date, (i) the terms “Agreement,” “hereunder,” “hereof” or words of like import, and all references to the Revolving Credit Agreement (or words of like import) in any other Loan Document, shall mean the Amended and Restated Revolving Credit Agreement and (ii) this Restatement Agreement shall constitute a Loan Document for all purposes of the Amended and Restated Revolving Credit Agreement and the other Loan Documents.

(b)           The Existing Revolving Credit Agreement and each of the other Loan Documents, as specifically amended by this Restatement Agreement, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Security Documents and all Collateral described therein do and shall continue to secure the payment of all obligations of the Loan Parties under the Loan Documents, in each case, as amended by this Restatement Agreement.

(c)            This Restatement Agreement is limited as specified herein and shall not constitute a modification, acceptance or waiver of any other provision of the Revolving Credit Agreement or any other Loan Document.

SECTION 5          Counterparts, Etc. This Restatement Agreement may be executed in one or more counterparts, each of which, when executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same document with the same force and effect as if the signatures of all of the parties were on a single counterpart, and it shall not be necessary in making proof of this Restatement Agreement to produce more than one such counterpart. Delivery of an executed signature page to this Restatement Agreement by telecopy or electronic (pdf) transmission shall be deemed to constitute delivery of an originally executed signature page hereto. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Restatement Agreement and/or any document to be signed in connection with this Restatement Agreement, the Amended and Restated Revolving Credit Agreement and the transactions contemplated hereby and thereby shall be deemed to include Electronic Signatures (as defined below), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record. Headings are for convenience of reference only and shall not affect the construction of, or be taken into consideration when interpreting, this Restatement Agreement.

SECTION 6           Governing Law(a).

(a)            THIS Restatement Agreement (SAVE FOR SECTION 2(c)) AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS Restatement Agreement AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (EXCEPT FOR CONFLICTS OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION FO THE LAWS OF ANOTHER JURISDICTION). SECTION 2(d) OF THIS RESTATEMENT AGREEMENT AND ANY NON-CONTRACTUAL OBLIGATIONS ARISING OUT OF OR IN CONNECTION WITH IT ARE GOVERNED BY GERMAN LAW.

(b)           Without prejudice to section 6(a) above, Section 2(e) shall be construed in accordance with and governed by the laws of Luxembourg as far as the Luxembourg Security Document is concerned

SECTION 7           Consent to Jurisdiction; WAIVER OF JURY TRIAL.

(a)            SECTION 10.11 AND SECTION 10.15 OF THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT ARE HEREBY INCORPORATED HEREIN BY REFERENCE AS IF FULLY SET FORTH HEREIN, MUTATIS MUTANDIS.

(b)            Without prejudice to Section 7(a) above, any dispute arising in connection with the Luxembourg Security Document pursuant to Section 6(b) shall be submitted to the courts of the district of Luxembourg.

SECTION 8         Effectiveness. This Restatement Agreement shall become effective at the time (the “Restatement Agreement Effective Date”) when each of the following conditions has been satisfied (or waived):

(a)            the Administrative Agent (or its counsel) shall have received counterparts of this Restatement Agreement that, when taken together, bear the signatures of (i) Holdings, (ii) the Borrowers, (iii) the other Loan Parties, (iv) the Administrative Agent, (v) the Collateral Agent, (vi) the Consenting Lenders (constituting Required Lenders under the Existing Revolving Credit Agreement) and the other Lenders party hereto (giving effect to the Commitment Reallocation, together with the Consenting Lenders, constituting all Lenders), (vii) the Issuing Banks (giving effect to the Commitment Reallocation, constituting all Issuing Banks) and (viii) the Swingline Lender;

(b)           no Default or Event of Default has occurred and is continuing immediately prior to the effectiveness of this Restatement Agreement, or would exist immediately after giving effect to this Restatement Agreement;

(c)           all of the representations and warranties contained in the Loan Documents are true and correct in all material respects (except for representations and warranties that are already qualified by materiality or “Material Adverse Effect”, which representations and warranties are true and correct in all respects) immediately prior to the effectiveness of this Restatement Agreement and immediately after giving effect to this Restatement Agreement;

(d)           the Administrative Agent shall have received:

(i)                 a certificate of a Responsible Officer of each Loan Party (other than a German Loan Party, a French Loan Party or a Luxembourg Loan Party) dated the Restatement Agreement Effective Date, certifying (A) that there have been no changes to the charter or other similar organizational document of such Loan Party since the Closing Date or that attached thereto is a true and complete copy of the charter or other similar organizational document of such Loan Party, including all amendments thereto, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, (B) that there have been no changes to the by-laws or operating agreement (or limited liability company) agreement or other similar organizational document of such Loan Party since the Closing Date or that attached thereto is a true and complete copy of the by-laws or operating agreement (or limited liability company) agreement or other similar organizational document of such Loan Party as in effect on the Restatement Agreement Effective Date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Restatement Agreement and, as applicable, the Amended and Restated Credit Agreement (duly notarized, in relation to any Loan Party incorporated in Spain in case such resolutions contain any empowerment to sign the Restatement Agreement, the Spanish Amendment and Ratification Documents or any related documentation) (or, in the case of Holdings, a true copy of an extract of resolutions duly adopted by the board of directors of Holdings approving a delegation of authority to certain officers of Holdings and a copy of such delegation of authority, in each case, in the form provided to the Administrative Agent prior to the date hereof) and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) as to the incumbency (if applicable) and specimen signature of each officer executing any the Restatement Agreement and any Loan Document or other document delivered in connection herewith on behalf of such Loan Party (together with a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate required by this clause (i)) or confirming that there have been no changes to such incumbency and specimen signatures since the Closing Date;

(ii)            with respect to Venator Finance S.à r.l., a private limited liability company (société à responsabilité limitée) organized under the laws of Luxembourg, having its registered office at 8-10, avenue de la Gare, L-1610 and registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under number B 215641 (the “Lux Parent”), a certificate of an authorized signatory of the Lux Parent dated as of the Restatement Agreement Effective Date and certifying that:

(iii)           a copy of the shareholder’s register of the Lux Parent evidencing the recording of the pledge created under and pursuant to the Luxembourg Security Document.

(e)            a copy of the constitutional documents for each Loan Party incorporated under the laws of the Federal Republic of Germany (each, a “German Loan Party”), which shall consist of:

(f)            where required or appropriate under local law, in each case in relation to the relevant German Loan Party, a copy of a resolution of the board of directors or equivalent body, of all holders of the issued shares, of the supervisory board and/or of the advisory board (in each case to the extent applicable):

(g)           for each German Loan Party, a certificate of the legal representative or an authorized signatory of each German Loan Party certifying:

(h)           a copy of the constitutional documents for each Loan Party incorporated under the laws of the France (each, a “French Loan Party”), which shall consist of:

(i)             for each French Loan Party, a certificate of the legal representative or an authorized signatory of each French Loan Party certifying:

(j)            a copy of the security confirmation letter governed by French law addressed to the Administrative Agent from, among others, Venator Materials UK Limited, Huntsman P&A France SAS and others (as Security Providers);

(k)           a copy of the letter sent by the Administrative Agent to the French Borrower setting out the effective global rate (taux effective global) in relation to the ABL Credit Agreement (the TEG Letter);

(l)            to the extent available in the relevant jurisdiction, a certificate as to the good standing of each Loan Party (in so-called “long-form” if available) as of a recent date, from the applicable secretary of state (or equivalent office);

(m)          a certificate, dated the Restatement Agreement Effective Date and signed by a Responsible Officer of Holdings on behalf of the Borrowers, confirming that the representations and warranties contained in Section 4 of this Restatement Agreement are true and correct as of the Restatement Agreement Effective Date;

(n)           a solvency certificate substantially in the form attached as Exhibit C to the Existing Revolving Credit Agreement;

(o)           the Administrative Agent shall have received at least three Business Days prior to the Restatement Agreement Effective Date all documentation and other information about the Loan Parties as has been reasonably requested in writing at least 10 days prior to the Restatement Agreement Effective Date that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and the Proceeds of Crime Act;

(p)           at least three Business Days prior to the Restatement Agreement Effective Date, if any Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), such Borrower shall deliver, to each Lender (including any Lender as of the Restatement Agreement Effective Date) that so requests, a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation in relation to such Borrower in a form reasonably acceptable to such Lender (including any such Lender as of the Restatement Agreement Effective Date);

(q)           the Administrative Agent shall have received (i) a customary legal opinion from Latham & Watkins LLP, New York and Delaware counsel to the Loan Parties, (ii) a customary legal opinion from Norton Rose Fulbright LLP, English counsel to the Administrative Agent, (iii) a customary legal opinion from Norton Rose Fulbright LLP, German counsel to the Administrative Agent, (iv) a customary legal opinion from Norton Rose Fulbright Luxembourg SCS, Luxembourg counsel to the Administrative Agent, (v) a customary legal opinion from Blake, Cassels & Graydon LLP, Canadian counsel to the Canadian Borrowers, (vi) a customary legal opinion from Latham & Watkins LLP, Madrid, as Spanish counsel to the Loan Parties addressing the capacity of the Spanish Loan Parties to enter into the Restatement Agreement, (viii) a customary legal opinion from Latham & Watkins AARPI, French counsel to the Loan Parties addressing the capacity of the French Loan Parties to enter into the Restatement Agreement and the French Security Confirmation Letter and (ix) a customary legal opinion from Norton Rose Fulbright LLP, French counsel to the Administrative Agent;

(r)            for each Canadian Loan Party, the Administrative Agent shall have received;

(i)                 results of recent personal property, bankruptcy, execution and other searches with respect to each Canadian Loan Party in all jurisdictions required by the Administrative Agent and its counsel;

(ii)               PPSA financing statements (or equivalent) in appropriate form extending all existing filings to reflect the updated Maturity Date are filed in the offices specified on Schedule III to the Canadian Collateral Agreement.

(s)            the Administrative Agent shall have received for each Mortgaged Property a completed “life-of-loan” Federal Emergency Management Agency standard flood hazard determination and if such property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area, a notice about special flood hazard area status and flood disaster assistance duly executed by Holdings and evidence of flood insurance as required by the Revolving Credit Agreement;

(t)            all Loans and other amounts owed to any Non-Consenting Lender immediately prior to the Restatement Agreement Effective Date shall have been paid in full and no Revolving Loans shall be outstanding immediately prior to the Restatement Agreement Effective Date; and

(u)           the Borrowers shall have paid to the Administrative Agent and the Lenders all fees, costs and expenses (including, without limitation, reasonable legal fees and expenses) payable to the Administrative Agent and the Lenders to the extent then invoiced and due.

SECTION 9          Post-Closing Covenants. The Loan Parties shall take each of the actions set forth on Schedule II within the time period prescribed therefor on such schedule (as such time period may be extended by the Administrative Agent in its reasonably discretion).

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Exhibit A

Execution Version

$330,000,000

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT,

dated as of October 15, 2021, among

VENATOR MATERIALS PLC,
as Holdings,

EACH OF HOLDINGS’ SUBSIDIARIES THAT ARE SIGNATORIES HERETO AS “U.S. BORROWERS”,

EACH OF HOLDINGS’ SUBSIDIARIES THAT ARE SIGNATORIES HERETO AS “CANADIAN BORROWERS”,

EACH OF HOLDINGS’ SUBSIDIARIES THAT ARE SIGNATORIES HERETO AS “U.K. BORROWERS”,

EACH OF HOLDINGS’ SUBSIDIARIES THAT ARE SIGNATORIES HERETO AS “GERMAN BORROWERS”,

EACH OF HOLDINGS’ SUBSIDIARIES THAT ARE SIGNATORIES HERETO AS “FRENCH BORROWERS”,

EACH OF HOLDINGS’ SUBSIDIARIES THAT ARE SIGNATORIES HERETO AS “SPANISH BORROWERS”,

THE LENDERS PARTY HERETO,

and

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and Collateral Agent,

JPMORGAN CHASE BANK, N.A., CITIGROUP GLOBAL MARKETS INC., BANK OF AMERICA, N.A., BARCLAYS BANK PLC and BANK OF MONTREAL,
as Arrangers and Bookrunners,

CITIGROUP GLOBAL MARKETS INC.

as Syndication Agent

and

BANK OF AMERICA, N.A., BARCLAYS BANK PLC and BANK OF MONTREAL
as Documentation Agents

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AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of October 15, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among VENATOR MATERIALS PLC, a public limited company incorporated in England and Wales with company number 107474130 (“Holdings”), the Subsidiaries of Holdings identified on the signature pages hereof, or in a joinder agreement hereto, as “U.S. Borrowers” (each individually, as a “U.S. Borrower”, and individually and collectively, jointly and severally, as the “U.S. Borrowers”), the Subsidiaries of Holdings identified on the signature pages hereof, or in a joinder agreement hereto, as “Canadian Borrowers” (each individually, as a “Canadian Borrower”, and individually and collectively, jointly and severally, as the “Canadian Borrowers”), the Subsidiaries of Holdings identified on the signature pages hereof, or in a joinder agreement hereto, as “U.K. Borrowers” (each individually, as a “U.K. Borrower”, and individually and collectively, jointly and severally, as the “U.K. Borrowers”), the Subsidiaries of Holdings identified on the signature pages hereof, or in a joinder agreement hereto, as “German Borrowers” (each individually, as a “German Borrower”, and individually and collectively, jointly and severally, as the “German Borrowers”), the Subsidiaries of Holdings identified on the signature pages hereof, or in a joinder agreement hereto, as “French Borrowers” (each individually, as a “French Borrower”, and individually and collectively, jointly and severally, as the “French Borrowers”), the Subsidiaries of Holdings identified on the signature pages hereof, or in a joinder agreement hereto, as “Spanish Borrowers” (each individually, as a “Spanish Borrower”, and individually and collectively, jointly and severally, as the “Spanish Borrowers”; each Spanish Borrower together with each U.S. Borrower, each Canadian Borrower, each U.K. Borrower, each German Borrower and each French Borrower, are referred to hereinafter each individually, as a “Borrower”, and individually and collectively as the “Borrowers”), the Lenders and Issuing Banks party hereto from time to time, JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, and as further defined in Section 1.01, the “Administrative Agent”), as a Swingline Lender (in such capacity, and as further defined in Section 1.01, the “Swingline Lender”), and as an Issuing Bank, JPMORGAN CHASE BANK, N.A. as collateral agent (in such capacity, and as further defined in Section 1.01, the “Collateral Agent”).

RECITALS

(1)                Huntsman International, LLC, a Delaware limited liability company (“Huntsman”), which, prior to the Closing Date, shall be the direct or indirect parent of Holdings, intends to separate its Pigments and Additives Business from the remaining business and assets of Huntsman through a series of transactions that will result in the Pigments and Additives Business being owned by Holdings, in each case consummated in one or more transactions on or prior to the Closing Date (the “Venator Consolidation Transactions”);

(2)                On the Closing Date, Huntsman or its Subsidiaries will offer all or a portion of its capital stock in Holdings an underwritten public offering (other than a public offering pursuant to a registration statement on Form S-4 or Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (the “Initial Venator Distribution Transaction”);

(3)                [Reserved]; and

(4)                On the Closing Date, the Borrowers and the Restricted Subsidiaries intend to apply credit extended under this Agreement, the Senior Notes and the Term Loan Credit Agreement to (i) pay fees, costs and expenses incurred by Huntsman, Holdings, and their respective Subsidiaries in connection with the Venator Consolidation Transactions, the Loan Documents, the Term Loan Documents, the Senior Notes and the Initial Venator Distribution Transaction, (ii) make the Special Closing Date Payments (directly or indirectly) and (iii) for general corporate purposes.

AGREEMENT

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

Definitions

Section 1.01    Defined Terms. As used in this Agreement, the following terms have the meanings specified below:“ABL Priority Collateral” means “ABL Priority Collateral” as defined in the Intercreditor Agreement.

“ABL Priority Collateral Asset Sale” means any Asset Sale that consists of or includes the disposition of ABL Priority Collateral outside the ordinary course of business.

“ABR” means when used in reference to any Loan or Borrowing denominated in Dollars or Canadian Dollars, refers to such Loan, or the Loans comprising such Borrowing, bearing interest at a rate determined by reference to (1) with respect to Loans or Borrowings denominated in Dollars, the U.S. Alternate Base Rate and (2) with respect to Revolving Loans or Revolving Facility Borrowings denominated in Canadian Dollars, the Canadian ABR.

“ABR Borrowing” means a Borrowing comprised of ABR Loans.

“ABR Loan” means any Loan denominated in Dollars or Canadian Dollars bearing interest at a rate determined by reference to the ABR. For the avoidance of doubt, all Swingline Loans will be ABR Loans.

“ABR Revolving Facility Borrowing” means a Borrowing comprised of ABR Revolving Loans.

“ABR Revolving Loan” means any Revolving Loan denominated in Dollars or Canadian Dollars bearing interest at a rate determined by reference to the ABR.

“Acceptable Appraiser” means (1) Hilco Valuation Services or (2) any other experienced and reputable appraiser reasonably acceptable to Holdings and the Administrative Agent.

“Account” means, with respect to a Person, any of such Person’s now owned and hereafter acquired or arising accounts (as defined in the UCC and/or the PPSA) and shall include the meaning given to the term “Account” in any Foreign Security Document.

“Account Debtor” means any Person who is obligated on an Account.

“Accounting Change” has the meaning assigned to such term in Section 1.03.

“Accounts Reserves” means, without duplication, the Dilution Reserve and any other reserves related to Eligible Accounts, in each case, which the Administrative Agent deems necessary, in its Reasonable Credit Judgment.

“Acquired Asset ABL Priority Collateral” means any ABL Priority Collateral acquired by any Borrower or Guarantor in a Permitted Acquisition.

“Acquired Asset Borrowing Base Calculation” means the relevant Acquired Asset ABL Priority Collateral applying eligibility and reserve criteria consistent with those applied to Accounts and Inventory included in the Borrowing Base, until the delivery to the Administrative Agent of a reasonably satisfactory appraisal and field examination in respect thereof; provided, that the Acquired Asset ABL Priority Collateral shall in no event comprise more than 15% of the availability created by the Aggregate Borrowing Base until the delivery to the Administrative Agent of a reasonably satisfactory appraisal and field examination in respect thereof.

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

“Additional Lender” means the banks, financial institutions and other institutional lenders and investors (other than natural persons) that become Lenders in connection with Incremental Commitments; provided that no Disqualified Institution may be an Additional Lender.

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

“Adjusted LIBO Rate” means, with respect to any Term Benchmark Borrowing for any Interest Period, an interest rate per annum equal to the LIBO Rate in effect for such Interest Period multiplied by the Statutory Reserve Rate applicable to such Term Benchmark Borrowing, if any.

“Adjustment Date” means the first day after the end of each fiscal quarter of the Borrowers.

“Administrative Agent” means JPMCB, in its capacity as administrative agent for itself and the Lenders hereunder or, as applicable, such branches or affiliates of JPMCB as it shall from time to time designate for the purpose of performing its obligations hereunder in such capacity and any duly appointed successor in such capacity. References to the “Administrative Agent” shall include J.P. Morgan Europe Limited (including but not limited to matters pertaining to the Loan Parties incorporated in Europe) and any other branch or affiliate of JPMCB designated by JPMCB for the purpose of performing its obligations in such capacity.

“Administrative Agent Fees” has the meaning assigned to such term in Section 2.12(8).

“Administrative Agent’s Office” means the Administrative Agent’s address and account as set forth on Schedule 10.01 or such other address or account as the Administrative Agent may from time to time notify Holdings and the Lenders.

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

“Ad Valorem Tax Reserve” means an amount equal to any unpaid ad valorem taxes payable on any Inventory under the laws of the State of Texas or any such other state(s) in which such ad valorem taxes has priority by operation of law over the Lien of the Collateral Agent in any of the Collateral consisting of Eligible Inventory, as notified by the Administrative Agent to the Borrower in writing.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

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

“Agent Indemnitee” has the meaning assigned to such term in Section 9.02(2).

“Aggregate Borrowing Base” means the sum of the U.S. Borrowing Base, the Canadian Borrowing Base, the French Borrowing Bases, the German Borrowing Bases, the Spanish Borrowing Base and the U.K. Borrowing Base.

“Agents” means the Administrative Agent and the Collateral Agent, in their respective capacities as such.

“Agreement” has the meaning assigned to such term in the preamble hereto.

“Ancillary Document” has the meaning assigned to such term in Section 10.13.

“Ancillary Extensions of Credit” means standby letters of credit, bonds, indemnitees, bank guarantees and similar instruments of credit support issued by Barclays Bank PLC and any of its Affiliates under the Ancillary Facility on behalf of the Holdings or any of its Affiliates, provided that the aggregate undrawn face amount of all Ancillary Extensions of Credit issued and outstanding and the aggregate principal amount of all payments and disbursements made by with respect to Ancillary Extensions of Credit shall not exceed $45.0 million.

“Ancillary Facility” means a standby letter of credit facility and/or other facility or facilities for the making of loans, issuing of bonds, guarantees and indemnitees and/or making other extensions of credit between Barclays Bank PLC and/or any of its Affiliates and Holdings or any of its Subsidiaries; provided that at no time shall the aggregate commitments and other amounts available under the Ancillary Facility exceed $45.0 million.

“Ancillary Facility Exposure” means, at any time, the aggregate principal amount of available commitments and credit exposure with respect to the Ancillary Facility and Ancillary Extensions of Credit (including standby letters of credit) at such time.

“Ancillary Facility Reserve” means, as of any date, the reserve the Administrative Agent determines is necessary or desirable in its Reasonable Credit Judgment related to the Ancillary Facility and any Ancillary Extensions of Credit or other obligations thereunder, in each case to reflect the maximum exposure of the Loan Parties in connection with the Ancillary Facility and any Ancillary Extensions of Credit; provided that in no event shall the Ancillary Facility Reserve be less than the aggregate commitments and other amounts available under the Ancillary Facility. As of the Restatement Agreement Effective Date, the amount of Ancillary Facility Reserve is $45.0 million.

“Annual Financial Statements” has the meaning assigned to such term in Section 5.04(1).

“AML Legislation” has the meaning assigned to such term in Section 10.28.

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

“Anti-Terrorism Laws” means any applicable law relating to terrorism, trade sanctions programs and embargoes, money laundering or bribery, including AML Legislation and any regulation, or order promulgated, issued or enforced pursuant to such laws by an applicable Governmental Authority, all as amended, supplemented or replaced from time to time.

“Applicable Commitment Fee Percentage” means (1) at any time on or prior to the last day of the first full fiscal quarter ended after the Closing Date, a percentage per annum equal to 0.375%, and (2) at any time thereafter, (a) if the average daily Revolving Facility Credit Exposure (other than Revolving Facility Credit Exposure attributable to Swingline Loans) is greater than 50% of the aggregate Revolving Facility Commitments as of the most recent Adjustment Date for the prior fiscal quarter, a percentage per annum equal to 0.25% and (b) if otherwise, a percentage per annum equal to 0.375%.

“Applicable Margin” means, for any day, with respect to any Term Benchmark Revolving Loan, CDOR Revolving Loan, RFR Loan, ABR Revolving Loan or Swingline Loan, the percentages per annum determined in accordance with the pricing grid set forth below (subject to the final paragraph of this definition), based on Average Historical Excess Availability as of the most recent Adjustment Date:

The Applicable Margin shall be adjusted quarterly on a prospective basis on each Adjustment Date based upon the Average Historical Excess Availability in accordance with the table above; provided that if any Borrowing Base Certificate delivered pursuant to this Agreement is at any time restated or otherwise revised, or if the information set forth in any such Borrowing Base Certificate otherwise proves to be false or incorrect such that the Applicable Margin would have been higher than was otherwise in effect during any period, without constituting a waiver of any Default or Event of Default arising as a result thereof, interest due under this Agreement shall be recalculated by the Administrative Agent at such higher rate for any applicable periods and shall be due and payable within 5 Business Days of receipt of such calculation by the Borrowers from the Administrative Agent and shall be payable only to the Lenders whose Commitments were outstanding during such period. As of the Restatement Agreement Effective Date and until the Adjustment Date immediately following the Restatement Agreement Effective Date, Pricing Level I shall apply.

For the avoidance of doubt, in determining Average Historical Excess Availability, the Revolving Facility Commitments shall not include the commitments of Barclays Bank PLC that would otherwise constitute Revolving Facility Commitments but for the reduction of the Revolving Facility Commitments of Barclays Bank PLC by the aggregate commitments and other amounts available under the Ancillary Facility.

“Applicable Parties” has the meaning assigned to such term in Section 9.04(3).

“Approved Electronic Platform” has the meaning assigned to such term in Section 9.04(1).

“Approved Fund” has the meaning assigned to such term in Section 10.04(3).

“Approved Issuer” means state, county or local development authorities and other tax-exempt entities.

“Arranger” means each of JPMCB, Citigroup Global Markets Inc., Bank of America, N.A., Barclays Bank PLC and Bank of Montreal.

“Asset Sale” means any loss, damage, destruction or condemnation of, or any sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions) to any Person of any asset or assets (including by way of a Sale-Leaseback Transaction) of Holdings, the Borrowers or any Restricted Subsidiary.

“Assignee” has the meaning assigned to such term in Section 10.04(2).

“Assignment and Acceptance” means an assignment and acceptance entered into by a Lender and an Assignee, and accepted by the Administrative Agent and Holdings (if required by Section 10.04), substantially in the form of Exhibit A or such other form that is approved by the Administrative Agent and reasonably satisfactory to Holdings.

“Availability Period” means the period from and including the Closing Date to but excluding the earlier of the Maturity Date and the date of termination of the Revolving Facility Commitments.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark for any currency, as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (6) of Section 2.14.

“Available Unused Commitment” means, with respect to a Lender at any time, an amount equal to the amount by which (1) the aggregate Revolving Facility Commitments of such Lender at such time (including its Ancillary Facility Exposure) exceeds (2) the aggregate Revolving Facility Credit Exposures (other than Revolving Facility Credit Exposure attributable to Swingline Loans) of such Lender at such time (including the Ancillary Facility Exposure).

“Average Historical Excess Availability” means, at any Adjustment Date, the average daily Excess Availability for the prior fiscal quarter.

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

“Bail-In Legislation” means (a) 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, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bank Levy” means: (a) the U.K. bank levy as set out in the Finance Act 2011, (b) the French taxe bancaire de risque systémique levied pursuant to article 235 ter ZE of the French Tax Code, the French taxe pour le financement du fonds de soutien aux collectivités territoriales levied pursuant to article 235 ter ZE bis of the French Tax Code, (c) the German bank levy as set out in the German Bank Restructuring Fund Act 2010 (Restrukturierungs Fondsgesetz, Fed. Law Gazette 1 2010, p.1900), (d) the Dutch bank levy act as set out in the Wet Bankenbelasting as approved by the Dutch parliament on 10 July 2012 (as amended) and (e) the Spanish bank levy (Impuesto sobre los Depósitos en las Entidades de Crédito) as set out in the Law 16/2012 of 27 December 2012, (f) any tax in any jurisdiction levied on a similar basis or for a similar purpose as any tax referred to in (a) to (e) above or any financial activities taxes (or other taxes) of a kind contemplated in the European Commission consultation paper on financial sector taxation dated 22 February 2011 or the Single Resolution Mechanism set up by EU Regulation n°806/2014 of July 15, 2014.

“Benchmark” means, initially, with respect to any (i) RFR Loan in any currency, the applicable Relevant Rate for such currency or (ii) Term Benchmark Loan, the Relevant Rate for such currency; provided that if a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to the applicable Relevant Rate or the then-current Benchmark for such currency, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (2) or clause (3) of Section 2.14.

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

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

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

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

provided that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; provided further that, in the case of clause (3), when such clause is used to determine the Benchmark Replacement in connection with the occurrence of an Other Benchmark Rate Election, the alternate benchmark rate selected by the Administrative Agent and Holdings shall be the term benchmark rate that is used in lieu of a LIBOR-based rate in the relevant other Dollar-denominated syndicated credit facilities; provided further that, notwithstanding anything to the contrary in this Agreement or in any other Loan Document, upon the occurrence of a Term SOFR Transition Event, and the delivery of a Term SOFR Notice,  on the applicable Benchmark Replacement Date the “Benchmark Replacement” shall revert to and shall be deemed to be the sum of (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, as set forth in clause (1) of this definition (subject to the first proviso above).

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

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

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

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

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

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

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

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

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

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

(2)       in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (3) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date;

(3)       in the case of a Term SOFR Transition Event, the date that is thirty (30) days after the date a Term SOFR Notice is provided to the Lenders and Holdings pursuant to Section 2.14(3); or

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

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

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

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

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

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

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

“Benchmark Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14 and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14.

“Blocked Account” means any Deposit Account other than an Excluded Account.

“Blocked Account Agreement’ shall mean a Deposit Account control agreement to be executed by each institution maintaining a Deposit Account (other than an Excluded Account) for any Loan Party, in each case as required by and in accordance with the terms of Section 5.11 (or any similar agreements, documentation or requirement reasonably necessary, as determined by the Administrative Agent in its reasonable discretion, to perfect the security interest of any Collateral Agent or effect control over the relevant Deposit Accounts).

“Below Threshold Asset Sale Proceeds” means the cash proceeds of Asset Sales involving aggregate consideration of $5.0 million or less.

“Beneficial Owner” has the meaning given to that term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will not be deemed to have beneficial ownership of any securities that such “person” has the right to acquire or vote only upon the happening of any future event or contingency (including the passage of time) that has not yet occurred. The terms “Beneficially Owns,” “Beneficially Owned” and “Beneficial Ownership” have a corresponding meaning.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

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

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

“Board of Directors” means, as to any Person, the board of directors, board of managers or other governing body of such Person, or if such Person is owned or managed by a single entity, the board of directors, board of managers or other governing body of such entity, and the term “directors” means members of the Board of Directors.

“Borrower” and “Borrowers” have the respective meanings assigned to such terms in the recitals to this Agreement. Unless the context requires otherwise, each reference herein or in any other Loan Document to a determination made by a Borrower or the Borrowers, means and is a reference to a determination by Holdings.

“Borrower Materials” has the meaning assigned to such term in Section 9.04(1).

“Borrowing” means a group of Loans of a single Type made on a single date and, in the case of Term Benchmark Loans or CDOR Rate Loans, as to which a single Interest Period is in effect.

“Borrowing Base” means the U.S. Borrowing Base, the Canadian Borrowing Base, the French Borrowing Bases, the German Borrowing Bases, the Spanish Borrowing Base, the U.K. Borrowing Base and/or the Aggregate Borrowing Base, as the context may require.

“Borrowing Base Certificate” means a certificate by a Responsible Officer of Holdings, substantially in the form of Exhibit B (or another form acceptable to the Administrative Agent and Holdings) setting forth the calculation of the U.S. Borrowing Base, the Canadian Borrowing Base, the French Borrowing Bases, the German Borrowing Bases, the Spanish Borrowing Base and the U.K. Borrowing Base, including a calculation of each component thereof (including, to the extent Borrowers have received notice of any such Reserve from the Administrative Agent, any of the Reserves included in such calculation), all in such detail as is reasonably satisfactory to the Administrative Agent. All calculations of each Borrowing Base in connection with the preparation of any Borrowing Base Certificate will be made by Holdings and certified to the Administrative Agent.

“Borrowing Minimum” means (i) with respect to Borrowings denominated in Dollars, $1,000,000 in the case of ABR Borrowings and $5,000,000 in the case of Term Benchmark Borrowings, (ii) with respect to Borrowings denominated in Canadian Dollars, $CDN 1,000,000 in the case of ABR Borrowings and $CDN 5,000,000 in the case of CDOR Rate Borrowings, (iii) with respect to Borrowings denominated in Euros, €5,000,000 and (iv) with respect to Borrowings denominated in Sterling, £5,000,000.

“Borrowing Multiple” means (i) with respect to Borrowings denominated in Dollars, $1,000,000, (ii) with respect to Borrowings denominated in Canadian Dollars, $CDN 1,000,000, (iii) with respect to Borrowings denominated in Euros, €1,000,000 and (iv) with respect to Borrowings denominated in Sterling, £1,000,000.

“Borrowing Request” means a request by the applicable Borrower in accordance with the terms of Section 2.03.

“Budget” has the meaning assigned to such term in Section 5.04(5).

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close; provided that when used in connection with a Term Benchmark Loan, the term “Business Day” also excludes any day on which banks are not open for dealings in deposits in the London interbank market; provided, further that when used in connection with a Canadian Revolving Loan, the term “Business Day” also excludes any day on which banks are not open for dealings in deposits in Toronto, Ontario, Canada; provided, further that when used in connection with any date for the payment or purchase of Euros, the term “Business Day” also excludes any day on which TARGET2 is not open for the settlement of payments in Euros or banks are not open for general business in London.

“CAM” shall mean the mechanism for the allocation and exchange of interests in Loans, participations in Letters of Credit and Swingline Loans and other extensions of credit and collections thereunder established under Section 2.18(7).

“CAM Exchange” shall mean the exchange of the Lender’s interests provided for in Section 2.18(7).

“CAM Exchange Date” shall mean the first date on which there shall occur (a) any event referred to in clause (8) or (9) of Section 8.01 in respect of Holdings or any Borrower or (b) an acceleration of Loans and termination of the Commitments pursuant to Section 8.01.

“CAM Percentage” shall mean, as to each Lender, a fraction, expressed as a decimal, of which (a) the numerator shall be the aggregate Dollar Equivalent (determined on the basis of Spot Rates prevailing on the CAM Exchange Date) of the sum, without duplication, of (i) the Obligations owed to such Lender (whether or not at the time due and payable), (ii) the Revolving L/C Exposure of such Lender and (iii) the Swingline Exposure of such Lender, in each case immediately prior to the occurrence of the CAM Exchange Date, and (b) the denominator shall be the aggregate Dollar Equivalent (determined on the basis of Spot Rates prevailing on the CAM Exchange Date) of the sum, without duplication, of (A) the Obligations owed to all the Lenders (whether or not at the time due and payable), (B) the Revolving L/C Exposure and (iii) the Swingline Exposure, in each case immediately prior to the occurrence of the CAM Exchange Date; provided that, for purposes of clause (a) above, the Obligations owed to the Swingline Lender will be deemed not to include any Swingline Loans except to the extent provided in clause (a)(iii) above.

“Canadian ABR” means, on any day, the rate determined by the Administrative Agent to be the higher of (i) the rate equal to the PRIMCAN Index rate that appears on the Bloomberg screen at 10:15 a.m. Toronto time on such day (or, in the event that the PRIMCAN Index is not published by Bloomberg, any other information services that publishes such index from time to time, as selected by the Administrative Agent in its reasonable discretion) and (ii) the average rate for thirty (30) day Canadian Dollar bankers’ acceptances that appears on the Reuters Screen CDOR Page (or, in the event such rate does not appear on such page or screen, on any successor or substitute page or screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time, as selected by the Administrative Agent in its reasonable discretion) at 10:15 a.m. Toronto time on such day, plus 1% per annum; provided, that if any the above rates shall be less than 0.00%, such rate shall be deemed to be 0.00% for purposes of this Agreement. Any change in the Canadian ABR due to a change in the PRIMCAN Index or the CDOR shall be effective from and including the effective date of such change in the PRIMCAN Index or CDOR, respectively.

“Canadian Blocked Person” means any Person that is a “designated person”, “politically exposed foreign person” or “terrorist group” as described in any Canadian Economic Sanctions and Export Control Laws.

“Canadian Borrower” and “Canadian Borrowers” have the respective meanings assigned to such terms in the recitals hereto.

“Canadian Borrower Line Cap” means, at any time, the lesser of (1) the aggregate amount of U.S./Canadian Revolving Facility Commitments and (2) the Canadian Borrowing Base then in effect.

“Canadian Borrowing Base” means, at any time, the sum of:

(1)                (x) 85% of the Eligible Accounts (other than Eligible Investment Grade Accounts) owned by the Canadian Borrowers or the Canadian Guarantors plus (y) 90% of the Eligible Investment Grade Accounts owned by the Canadian Borrowers or the Canadian Guarantors; plus

(2)                the lesser of (i) 70% of the Cost of Eligible Inventory owned by the Canadian Borrowers or the Canadian Guarantors and (ii) 85% of the Net Orderly Liquidation Value of Eligible Inventory owned by the Canadian Borrowers or the Canadian Guarantors; plus

(3)                At the option of the Canadian Borrowers, 100% of Qualified Cash of the Canadian Borrowers or Canadian Guarantors; provided, that, at any time, the aggregate amount of Qualified Cash included in the Canadian Borrowing Base, together with the aggregate amount of Qualified Cash included in the U.S. Borrowing Base, shall not exceed $15.0 million; plus

(4)                the positive amount, if any, by which the U.S. Borrowing Base (after giving effect to any amount of the U.S. Borrowing Base included in any other Borrowing Base (other than the U.S. Borrowing Base)) exceeds the U.S. Revolving Facility Credit Exposure; less

(5)                Reserves.

Notwithstanding anything to the contrary contained herein, any Acquired Asset ABL Priority Collateral owned by a Canadian Borrower or a Canadian Guarantor will immediately be included in the Canadian Borrowing Base at a value equal to the Acquired Asset Borrowing Base Calculation thereof; provided, that if the Borrowers have not delivered, at their expense, a customary field examination and inventory appraisal reasonably acceptable to Administrative Agent within 90 days of the acquisition of such Acquired Asset ABL Priority Collateral (or such longer period as the Administrative Agent may reasonably agree), such Acquired Asset ABL Priority Collateral will cease to be eligible for inclusion in the Canadian Borrowing Base.

“Canadian Defined Benefit Plan” shall mean a pension plan for the purposes of any applicable pension benefits standards statute or regulation in Canada, which contains a “defined benefit provision,” as defined in subsection 147.1(1) of the Income Tax Act (Canada).

“Canadian Dollar Equivalent” shall mean, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in Canadian Dollars, determined by Administrative Agent on the basis of the Spot Rate for the purchase of Canadian Dollars with Dollars.

“Canadian Dollars” or “$CDN” refers to the lawful money of Canada.

“Canadian Economic Sanctions and Export Control Laws” means any Canadian laws, regulations or orders governing transactions in controlled goods or technologies or dealings with countries, entities, organizations, or individuals subject to economic sanctions and similar measures, including the Special Economic Measures Act (Canada), the United Nations Act (Canada), the Freezing Assets of Corrupt Foreign Officials Act (Canada), Part II.1 of the Criminal Code (Canada) and the Export and Import Permits Act (Canada), and any related regulations.

“Canadian Guarantor” means (1) each Wholly Owned Subsidiary of Holdings organized under the laws of Canada or any province or territory of Canada (other than any Excluded Subsidiary) on the Closing Date and (2) each Wholly Owned Subsidiary of Holdings organized under the laws of Canada or any province or territory of Canada that becomes, or is required to become, a party to the Canadian Security Documents after the Closing Date pursuant to Section 5.10.

“Canadian Issuing Bank Fees” has the meaning assigned to such term pursuant to Section 2.12(3).

“Canadian L/C Participation Fee” has the meaning assigned to such term pursuant to Section 2.12(3).

“Canadian Loan Parties” means the Canadian Borrowers and the Canadian Guarantors.

“Canadian Obligations” means:

(1)                all amounts owing to any Agent, any Issuing Bank or any Lender from a Canadian Borrower or Canadian Guarantor pursuant to the terms of this Agreement or any other Loan Document, including all interest and expenses accrued or accruing (or that would, absent the commencement of an insolvency or liquidation proceeding, accrue) after the commencement by or against any Canadian Borrower or Canadian Guarantor of any proceeding under Title 11 of the United States Code, as now constituted or hereafter amended, the Companies’ Creditors Arrangement Act, the Bankruptcy and Insolvency Act, the Winding Up Act of Canada, or any other federal, state, province, territory or foreign bankruptcy, insolvency, receivership or similar law naming such Canadian Borrower or Canadian Guarantor as the debtor in such proceeding, in accordance with and at the rate specified in this Agreement, whether or not the claim for such interest or expense is allowed or allowable as a claim in such proceeding;

(2)                all amounts owing from a Canadian Borrower or Canadian Guarantor to any Qualified Counterparty under any Specified Hedge Agreement;

(3)                any obligations owing from a Canadian Borrower or a Canadian Guarantor pursuant to the Ancillary Facility and any Ancillary Extensions of Credit thereunder; and

(4)                any Cash Management Obligations of any Canadian Borrower or Canadian Guarantor;

provided that:

(a)                the Obligations of any Canadian Borrower or Canadian Guarantor under any Specified Hedge Agreement, Cash Management Obligations and under any Ancillary Extensions of Credit will be secured and Guaranteed pursuant to the Canadian Security Documents and the Guaranty as provided by the Canadian Loan Party only to the extent that, and for so long as, the other Canadian Obligations are so secured and Guaranteed; and

(b)                any release of Collateral or Guarantors effected in the manner permitted by this Agreement, the Guaranty or any Canadian Security Document will not require the consent of any Cash Management Bank, Qualified Counterparty or party to the Ancillary Facility or any Ancillary Extension of Credit thereunder pursuant to any Loan Document.

“Canadian Obligations Guarantors” means each Loan Party which has provided a guaranty of the Canadian Obligations pursuant to the Guaranty (and subject to the limitations set forth therein, in each case excluding any Excluded Subsidiary and subject to the Guaranty and Security Prinicples.

“Canadian Overadvance” has the meaning assigned to such term in Section 2.01(2).

“Canadian Pension Plan” shall mean any pension plan required to be registered under Canadian federal or provincial law that is maintained or contributed to, or to which there is or may be an obligation to contribute, by a Loan Party, for its employees or former employees, but does not include the Canada Pension Plan or the Québec Pension Plan as maintained by the Government of Canada or the Province of Québec, respectively, or any similar plan maintained by any other province.

“Canadian Protective Advance” has the meaning assigned to such term in Section 2.01(3).

“Canadian Qualified Lender” means Alberta Treasury Branches or a financial institution that is listed on Schedule I, II, or III of the Bank Act (Canada), has received an approval to have a financial establishment in Canada pursuant to Section 522.21 of the Bank Act (Canada) or is not a foreign bank for purposes of the Bank Act (Canada).

“Canadian Revolving Facility Credit Exposure” means, at any time, the sum of the following amounts:

(1)                the aggregate principal amount of the U.S./Canadian Revolving Loans made to the Canadian Borrowers outstanding at such time; and

(2)                the Canadian Revolving L/C Exposure with respect to Letters of Credit issued on behalf of Canadian Borrowers at such time.

The Canadian Revolving Facility Credit Exposure of any Revolving Lender at any time will be, subject to adjustment as expressly provided in Section 2.23, the product of (a) such Revolving Lender’s U.S./Canadian Revolving Facility Percentage and (b) the aggregate Canadian Revolving Facility Credit Exposure of all Revolving Lenders, collectively, at such time.

“Canadian Revolving L/C Exposure” means at any time the sum of (1) the aggregate undrawn face amount of all U.S./Canadian Letters of Credit issued on behalf of the Canadian Borrowers outstanding at such time and (2) the aggregate principal amount of all U.S./Canadian L/C Disbursements made with respect to U.S./Canadian Letters of Credit issued on behalf of the Canadian Borrowers that have not yet been reimbursed at such time. The Canadian Revolving L/C Exposure of any Revolving Lender at any time will mean its U.S./Canadian Revolving Facility Percentage of the aggregate Canadian Revolving L/C Exposure at such time. For all purposes of this Agreement, if on any date of determination a U.S./Canadian Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the International Standard Practices, International Chamber of Commerce No. 590, such U.S./Canadian Letter of Credit will be deemed to be “outstanding” in the amount so remaining available to be drawn. Unless otherwise specified herein, the amount of a U.S./Canadian Letter of Credit at any time will be deemed to be the stated amount of such U.S./Canadian Letter of Credit in effect at such time; provided that, with respect to any U.S./Canadian Letter of Credit that by its terms or the terms of any document related thereto provides for one or more automatic increases in the stated amount thereof, the amount of such U.S./Canadian Letter of Credit will be deemed to be the maximum stated amount of such U.S./Canadian Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

“Canadian Security Documents” means the collective reference to those documents on Schedule 1.01(3) governed by the laws of Canada or a province or territory thereof and each of the security agreements and other instruments and documents executed and delivered by any Canadian Loan Party pursuant thereto or pursuant to Section 5.10.

“Capital Expenditures” means, for any period, the aggregate of all expenditures incurred by Holdings and the Restricted Subsidiaries during such period that, in accordance with GAAP, are or should be included in “additions to property, plant or equipment” or similar items reflected in the consolidated statement of cash flows of Holdings and the Restricted Subsidiaries for such period; provided that Capital Expenditures will not include:

(1)                expenditures to the extent they are made with (a) Equity Interests of any Parent Entity or (b) proceeds of the issuance of Equity Interests of, or a cash capital contribution to, Holdings after the Closing Date;

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

(3)                expenditures that are accounted for as capital expenditures of such Person and that actually are paid for by a third party (excluding Holdings and any Restricted Subsidiary) and for which none of Holdings or any Restricted Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such third party or any other Person (whether before, during or after such period) (it being understood that notwithstanding the foregoing, landlord financed improvements to leased real properties shall be excluded from “Capital Expenditures” pursuant to this clause (3));

(4)                the book value of any asset owned by Holdings or any Restricted Subsidiary prior to or during such period to the extent that such book value is included as a Capital Expenditure during such period as a result of such Person reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period; provided that any expenditure necessary in order to permit such asset to be reused will be included as a Capital Expenditure during the period that such expenditure is actually made;

(5)                the purchase price of equipment purchased during such period to the extent the consideration therefor consists of any combination of (a) used or surplus equipment traded in at the time of such purchase or (b) the proceeds of a concurrent sale of used or surplus equipment, in each case, in the ordinary course of business;

(6)                Investments in respect of a Permitted Acquisition;

(7)                the Transactions; or

(8)                the purchase of property, plant or equipment made within 15 months of the sale of any asset (other than inventory) to the extent purchased with the proceeds of Asset Sales (or, if not made within such period of 15 months, to the extent committed to be made during such period and actually made within a three-year period of such Asset Sale) that are not required to be applied to prepay Term Loans pursuant to Section 2.08 of the Term Loan Credit Agreement; or

(9)                expenditures related to the rebuild of Venator P&A Finland Oy’s facility in Pori, Finland.

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

“Capital Stock” means:

(1)                in the case of a corporation or a company, corporate stock or share capital;

(2)                in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3)                in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4)                any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Captive Insurance Company” means a Subsidiary of Holdings created solely for providing self-insurance for Holdings and its Subsidiaries and engaging in no other activities other than activities ancillary thereto and necessary for the maintenance of corporate existence.

“Cash Equivalents” means:

(1)                Dollars, Canadian Dollars, Japanese yen, Sterling, Euros or any other national currency of any participating member of the European Union or, in the case of any Foreign Subsidiary, any local currencies held by it from time to time in the ordinary course of business and not for speculation;

(2)                direct obligations of the United States of America, the United Kingdom or any member of the European Union or any agency thereof or obligations guaranteed by the United States of America, the United Kingdom or any member of the European Union or any agency thereof, in each case, with maturities not exceeding two years;

(3)                time deposits, eurodollar time deposits, certificates of deposit and money market deposits, in each case, with maturities not exceeding one year from the date of acquisition thereof, and overnight bank deposits, in each case, with any commercial bank having capital, surplus and undivided profits of not less than $250.0 million;

(4)                repurchase obligations for underlying securities of the types described in clauses (2) and (3) above and clause (6) below entered into with a bank meeting the qualifications described in clause (3) above;

(5)                commercial paper or variable or fixed rate notes maturing not more than one year after the date of acquisition issued by a corporation rated at least “P-1” by Moody’s or “A-1” by S&P (or reasonably equivalent ratings of another internationally recognized rating agency);

(6)                securities with maturities of two years or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, having one of the two highest rating categories obtainable from either Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized rating agency);

(7)                Indebtedness issued by Persons with a rating of at least “A 2” by Moody’s or “A” by S&P (or reasonably equivalent ratings of another internationally recognized rating agency), in each case, with maturities not exceeding one year from the date of acquisition, and marketable short-term money market and similar securities having a rating of at least “P-2” or “A-2” from either Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized rating agency);

(8)                Investments in money market funds with average maturities of 12 months or less from the date of acquisition that are rated “Aaa3” by Moody’s and “AAA” by S&P (or reasonably equivalent ratings of another internationally recognized rating agency);

(9)                instruments equivalent to those referred to in clauses (1) through (8) above denominated in any foreign currency comparable in credit quality and tenor to those referred to above customarily utilized in the countries where any such Restricted Subsidiary is located or in which such Investment is made; and

(10)            shares of mutual funds whose investment guidelines restrict 95% of such funds’ investments to those satisfying the provisions of clauses (1) through (9) above.

“Cash Dominion Period” means the period commencing upon the occurrence of, and continuing during the continuation of, a Liquidity Condition or any Designated Event of Default. Once commenced, a Cash Dominion Period will continue until such Liquidity Condition or Designated Event of Default has been cured or waived or is no longer continuing, as applicable.

“Cash Management Bank” means any provider of Cash Management Services that, at the time such Cash Management Obligations were entered into or, if entered into prior to the Closing Date, on the Closing Date, was the Administrative Agent, a Lender or an Affiliate of the foregoing.

“Cash Management Obligations” means obligations owed by any Loan Party to any Cash Management Bank in respect of or in connection with Cash Management Services and designated by the Cash Management Bank Holdings in writing to the Administrative Agent as “Cash Management Obligations” under this Agreement.

“Cash Management Services” means any treasury, depository, pooling, netting, overdraft, stored value card, purchase card (including so called “procurement card” or “P-card”), debit card, credit card, cash management, supply chain finance services (including, without limitation, trade payable services and supplier accounts receivables purchases) and similar services, merchant services constituting a line of credit and any automated clearing house transfer of funds.

“CDOR Rate” means, for the relevant Interest Period, the annual rate of interest equal to the average rate applicable to Canadian dollar Canadian bankers’ acceptances for the applicable period that appears on the “Reuters Screen CDOR Page” as defined in the International Swap Dealer Association, Inc. definitions, as modified and amended from time to time (or, in the event such rate does not appear on such page or screen, on any successor or substitute page or screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time, as selected by the Administrative Agent in its reasonable discretion), rounded to the nearest 1/100^th of 1% (with .005% being rounded up), as of 10:15 a.m. Toronto local time on the first day of such Interest Period and, if such day is not a business day, then on the immediately preceding business day (as adjusted by the Administrative Agent after 10:15 a.m. Toronto local time to reflect any error in the posted rate of interest or in the posted average annual rate of interest); provided, that, if the CDOR Rate shall be less than 0.00%, such rate shall be deemed to be 0.00% for purposes of this Agreement.

“CDOR Rate Borrowing” means a Borrowing comprised of CDOR Rate Loans.

“CDOR Rate Loan” means a Revolving Loan denominated in Canadian Dollars bearing interest at a rate determined by reference to the CDOR Rate.

“Central Bank Rate” means, (A) the greater of (i) for any Loan denominated in (a) Sterling, the Bank of England (or any successor thereto)’s “Bank Rate” as published by the Bank of England (or any successor thereto) from time to time, (b) Euro, one of the following three rates as may be selected by the Administrative Agent in its reasonable discretion: (1) the fixed rate for the main refinancing operations of the European Central Bank (or any successor thereto), or, if that rate is not published, the minimum bid rate for the main refinancing operations of the European Central Bank (or any successor thereto), each as published by the European Central Bank (or any successor thereto) from time to time, (2) the rate for the marginal lending facility of the European Central Bank (or any successor thereto), as published by the European Central Bank (or any successor thereto) from time to time or (3) the rate for the deposit facility of the central banking system of the Participating Member States, as published by the European Central Bank (or any successor thereto) from time to time, (c) Canadian Dollars, a central bank rate as determined by the Administrative Agent in its reasonable discretion, and (d) any other currency other than Dollars, a central bank rate as determined by the Administrative Agent in its reasonable discretion and (ii) 0.00%; plus (B) the applicable Central Bank Rate Adjustment.

“Central Bank Rate Adjustment” means, for any day, for any Loan denominated in (a) Euro, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of the EURIBOR Rate for the five most recent Business Days preceding such day for which the EURIBOR Screen Rate was available (excluding, from such averaging, the highest and the lowest EURIBOR Rate applicable during such period of five Business Days) minus (ii) the Central Bank Rate in respect of Euro in effect on the last Business Day in such period, (b) Sterling, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of SONIA for the five most recent RFR Business Days preceding such day for which SONIA was available (excluding, from such averaging, the highest and the lowest SONIA applicable during such period of five RFR Business Days) minus (ii) the Central Bank Rate in respect of Sterling in effect on the last RFR Business Day in such period, (c) Canadian Dollars, as determined by the Administrative Agent in its reasonable discretion. For purposes of this definition and (d) any other currency (other than Dollars), a Central Bank Rate Adjustment as determined by the Administrative Agent in its reasonable discretion. For purposes of this definition, (x) the term Central Bank Rate shall be determined disregarding clause (B) of the definition of such term and (y) the EURIBOR Rate on any day shall be based on the EURIBOR Screen Rate on such day at approximately the time referred to in the definition of such term for deposits in the applicable currency for a maturity of one month (or, in the event the EURIBOR Screen Rate for deposits in the applicable currency is not available for such maturity of one month, shall be based on the EURIBOR Interpolated Rate as of such time); provided that if such rate shall be less than 0.00%, such rate shall be deemed to be 0.00%.

“CFC” means any “controlled foreign corporation” within the meaning of Section 957 of the Code owned by a Domestic Subsidiary.

A “Change in Control” will be deemed to occur if, at any time:

(1)               any person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act, but excluding any employee benefit plan of such Person and its subsidiaries and any Person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), other than the Permitted Holders, acquires Beneficial Ownership of Voting Stock of Holdings representing more than 50% of the aggregate ordinary voting power for the election of directors represented by the issued and outstanding Equity Interests of Holdings (determined on a fully diluted basis but without giving effect to contingent voting rights that have not yet vested), unless the Permitted Holders otherwise have the right (pursuant to contract, proxy or otherwise), directly or indirectly, to designate, nominate or appoint (and do so designate, nominate or appoint) a majority of the Board of Directors of the Borrower; provided that to the extent the definition of “Change of Control” (or any similar term) in the Term Loan Credit Agreement, the Senior Notes Indenture and/or the Senior Secured Notes Indenture provides that a “Change of Control” shall have occurred if any person or group (other than Permitted Holders) acquires Beneficial Ownership of Voting Stock of Holdings at a threshold less than 50% of the aggregate ordinary voting power for the election of directors represented by the issued and outstanding Equity Interests of Holdings, the reference to “50%” in this clause (1) shall be deemed to be such lower amount, but in any event not to be less than 40%; or

(2)               Holdings ceases to Beneficially Own, directly or indirectly, 100% of the issued and outstanding Equity Interests of Lux Parent or U.S. Parent, other than as a result of a transaction permitted hereunder.

“Change in Law” means:

(1)               the adoption of any law, treaty, rule or regulation after the Closing Date;

(2)               any change in law, treaty, rule or regulation or in the interpretation, administration, implementation or application thereof by any Governmental Authority after the Closing Date; or

(3)               compliance by any Lender (or, for purposes of Section 2.15(2), by any Lending Office of such Lender or by such Lender’s holding company, if any) with any written request, guideline or directive (whether or not having the force of law) of any Governmental Authority, made or issued after the Closing Date; provided that, notwithstanding anything herein to the contrary, (a) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives promulgated thereunder or issued in connection therewith and (b) 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 of America or foreign regulatory authorities, in each case pursuant to Basel III, in each case will be deemed to be a “Change in Law,” regardless of the date enacted, adopted, promulgated or issued.

“Charges” has the meaning assigned to such term in Section 10.09.

“Clariant” means Clariant Ltd, a Swiss corporation, and any successors thereto.

“Class” means (1) when used with respect to Revolving Facility Commitments, refers to whether such Revolving Facility Commitments are U.S./Canadian Revolving Facility Commitments, European Revolving Facility Commitments, French Revolving Facility Commitments, or Incremental Commitments (of the same tranche) or Extended Commitments (of the same tranche), (2) when used with respect to Loans or Borrowings, refers to whether such Loans or the Loans comprising such Borrowing are U.S./Canadian Revolving Loans, European Revolving Loans, French Revolving Loans or loans in respect of the same Class of Revolving Facility Commitments or Swingline Loans, and (3) when used with respect to Letters of Credit, refers to whether such Letters of Credit are U.S./Canadian Letters of Credit, European Letters of Credit, French Letters of Credit or Letters of Credit issued pursuant to the same Class of Revolving Facility Commitments.

“Closing Date” means the date on which the conditions precedent set forth in Section 4.02 are satisfied (or waived in accordance with Section 10.08), which date is August 8, 2017.

“Code” means the Internal Revenue Code of 1986, as amended (unless as specifically provided otherwise).

“Collateral” means all property that is subject to any Lien in favor of the Collateral Agent for the benefit of the Secured Parties (including in accordance with Section 6 (Parallel Debt, Covenants to pay the Common Collateral Agent) of the Intercreditor Agreement) pursuant to any Security Document; provided, however, that the Collateral shall not include (i) any U.S. Excluded Assets, (ii) any Excluded Pension Assets or (iii) any assets that would be excluded pursuant to the Guaranty and Security Principles.

“Collateral Access Agreement” means a landlord waiver or other agreement, in a form as shall be reasonably satisfactory to the Collateral Agent, between the Collateral Agent and any third party (including any bailee, consignee, customs broker, or other similar Person) in possession of any Collateral or any landlord of any premises where any Collateral is located, as such landlord waiver or other agreement may be amended, restated, or otherwise modified from time to time.

“Collateral Agent” means JPMCB, in its capacity as Collateral Agent for itself and the other Secured Parties (including in accordance with Section 6 (Parallel Debt, Covenants to pay the Common Collateral Agent) of the Intercreditor Agreement), and any duly appointed successor in that capacity or, as applicable, such branches or affiliates of JPMCB as it shall from time to time designate for the purpose of performing its obligations hereunder in such capacities and any duly appointed successor in such capacities.

“Collection Account” shall mean any Deposit Account into which proceeds of Accounts of any Loan Party other than a U.S. Loan Party or Canadian Loan Party are deposited.

“COMI” means the centre of main interests (as that term is used in Article 3(1) of the EU Insolvency Regulation).

“Commitment Fee” has the meaning assigned to such term in Section 2.12(1).

“Commitment” means (1) with respect to each Lender, such Lender’s Revolving Facility Commitments, (2) with respect to the Swingline Lender, its Swingline Commitments and (3) with respect to any Issuing Bank, its Letter of Credit Commitments. On the Restatement Agreement Effective Date, the aggregate amount of Commitments is $330.0 million. Other than for purposes of Section 10.08, the determination of Required Lenders and Supermajority Revolving Lenders and as otherwise set forth herein, the Commitment of Barclays Bank PLC shall be reduced by the aggregate commitments and other amounts available to the Loan Parties under the Ancillary Facility.

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

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated Debt” means, as of any date, the sum (without duplication) of all Indebtedness (other than letters of credit or bank guarantees, to the extent undrawn) consisting of Capital Lease Obligations, Indebtedness for borrowed money, Disqualified Stock and Indebtedness in respect of the deferred purchase price of property or services of Holdings and the Restricted Subsidiaries and all Guarantees of the foregoing, determined on a consolidated basis in accordance with GAAP, based upon the most recent quarter-end financial statements available internally as of the date of determination, and calculated on a Pro Forma Basis.

“Consolidated EBITDA” means, for any period, the Consolidated Net Income of Holdings for such period:

(1)               increased, in each case to the extent deducted in calculating such Consolidated Net Income (and without duplication), by:

(a)               provision for taxes based on income, profits or capital, including state, franchise, excise and similar taxes and foreign withholding taxes paid or accrued, including any penalties and interest relating to any tax examinations, and state taxes in lieu of business fees (including business license fees) and payroll tax credits, income tax credits and similar tax credits, and including an amount equal to the amount of tax distributions actually made to the holders of Equity Interests of Holdings or any Parent Entity in respect of such period (in each case, to the extent attributable to the operations of Holdings and its Subsidiaries), which will be included as though such amounts had been paid as income taxes directly by Holdings; plus

(b)               Consolidated Interest Expense; plus

(c)               cash dividend payments (excluding items eliminated in consolidation) on any Disqualified Stock of Holdings or any Restricted Subsidiary; plus

(d)               all depreciation and amortization charges and expenses; plus

(e)               all

(i)                losses, charges and expenses relating to the Transactions;

(ii)               transaction fees, costs and expenses incurred in connection with the consummation of any transaction that is out of the ordinary course of business (or any transaction proposed but not consummated) permitted under this Agreement, including equity issuances, investments, acquisitions, dispositions, recapitalizations, mergers, amalgamations, option buyouts and the incurrence, modification or repayment of Indebtedness permitted to be incurred under this Agreement (including any Permitted Refinancing Indebtedness in respect thereof) or any amendments, waivers or other modifications under the agreements relating to such Indebtedness or similar transactions; and

(iii)              without duplication of any of the foregoing, non-operating or non-recurring professional fees, costs and expenses for such period; plus

(f)                any expense or deduction attributable to minority Equity Interests of third parties in any Restricted Subsidiary that is not a Wholly Owned Subsidiary of Holdings; plus

(g)               the amount of management, monitoring, consulting, transaction and advisory fees (including termination fees) and related indemnities, charges and expenses paid or accrued to or on behalf of any Parent Entity (other than Holdings) or any of the Permitted Holders, in each case, to the extent permitted by Section 6.07; plus

(h)               earn-out obligations incurred in connection with any Permitted Acquisition or other Investment and paid or accrued during such period; plus

(i)                all charges, costs, expenses, accruals or reserves in connection with the rollover, acceleration or payout of Equity Interests held by officers or employees of Holdings and its Subsidiaries and all losses, charges and expenses related to payments made to holders of options or other derivative Equity Interests in the common equity of any Parent Entity in connection with, or as a result of, any distribution being made to equityholders of such Person or any of its direct or indirect parents, which payments are being made to compensate such option holders as though they were equityholders at the time of, and entitled to share in, such distribution; plus

(j)                all non-cash losses, charges and expenses, including any write-offs or write-downs; provided that if any such non-cash charge represents an accrual or reserve for potential cash items in any future four-fiscal quarter period (i) Holdings may determine not to add back such non-cash charge in the period for which Consolidated EBITDA is being calculated and (ii) to the extent Holdings does decide to add back such non-cash charge, the cash payment in respect thereof in such future four-fiscal quarter period will be subtracted from Consolidated EBITDA for such future four-fiscal quarter period; plus

(k)               without duplication, cost savings, operating expense reductions and cost synergies in connection with all events and transactions described in the definition of “Pro Forma Basis” (provided that, in all such cases, any such addbacks that are pro forma cost savings, operating expense reductions and cost synergies shall be subject to the limitations described in the definition of “Pro Forma Basis”); plus

(l)                non-recurring incremental costs arising out of the temporary interruption of the supply of goods to Holdings and its Subsidiaries; plus

(m)              charges resulting from the write-off of capital expenditures arising from the cancellation of project or design plans; and

(2)               decreased, without duplication and to the extent increasing such Consolidated Net Income for such period, by non-cash gains (excluding any non-cash gains that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges that were deducted (and not added back) in the calculation of Consolidated EBITDA for any prior period ending after the Closing Date).

For the purposes of determining the First Lien Net Leverage Ratio, the Interest Coverage Ratio, the Fixed Charge Coverage Ratio or the Total Net Leverage Ratio for any relevant period, Consolidated EBITDA shall be deemed to equal (a) $32.0 million for the fiscal quarter ended June 30, 2016, (b) $35.0 million for the fiscal quarter ended September 30, 2016, (c) $49.0 million for the fiscal quarter ended December 31, 2016 and (d) $72.0 million for the fiscal quarter ended March 31, 2017 (it being understood that such amounts are subject to adjustments, as and to the extent otherwise contemplated in this Agreement, any calculation on a Pro Forma Basis).

“Consolidated First Lien Net Debt” means, as of any date, all Consolidated Debt as of such date that is (1) secured by a Lien on the ABL Priority Collateral that is senior to or pari passu with the Lien securing the Obligations or (2) secured by a Lien on the Term Priority Collateral that is pari passu with the Lien securing the Term Loan Obligations, plus Capital Lease Obligations, minus all Unrestricted Cash as of such date, in each case, determined on a consolidated basis in accordance with GAAP based upon the most recent quarter-end financial statements available internally as of the date of determination, and calculated on a Pro Forma Basis; provided that for purposes of calculating the amount of Consolidated First Lien Net Debt with respect to any Indebtedness being incurred in reliance on compliance with any financial ratio-based incurrence test, Unrestricted Cash will not include any proceeds received from such Indebtedness. For the avoidance of doubt, the Obligations and the Indebtedness in respect of the Term Loan Credit Agreement will constitute Consolidated First Lien Net Debt.

“Consolidated Interest Expense” means, with respect to any Person for any period, the sum, without duplication, of:

(1)               the aggregate interest expense of such Person and its Restricted Subsidiaries for such period, calculated on a consolidated basis in accordance with GAAP, to the extent such expense was deducted in computing Consolidated Net Income (including pay-in-kind interest payments, amortization of original issue discount, the interest component of Capital Lease Obligations and net payments and receipts (if any) pursuant to Hedge Agreements relating to interest rates (other than in connection with the early termination thereof) but excluding any non-cash interest expense attributable to the movement in the mark-to-market valuation of hedging obligations, all amortization and write-offs of deferred financing fees, debt issuance costs, commissions, fees and expenses and expensing of any bridge, commitment or other financing fees, and all discounts, commissions, fees and other charges associated with any Receivables Facility); plus

(2)               consolidated capitalized interest of the referent Person and its Restricted Subsidiaries for such period, whether paid or accrued; plus

(3)               any amounts paid or payable in respect of interest on Indebtedness the proceeds of which have been contributed to the referent Person and that has been Guaranteed by the referent Person; less

(4)               interest income of the referent Person and its Restricted Subsidiaries for such period;

provided that when determining Consolidated Interest Expense in respect of any four-quarter period ending prior to the first anniversary of the Closing Date, Consolidated Interest Expense will be calculated by multiplying the aggregate Consolidated Interest Expense accrued since the Closing Date by 365 and then dividing such product by the number of days from and including the Closing Date to and including the last day of such period. For purposes of this definition, interest on Capital Lease Obligations will be deemed to accrue at the interest rate reasonably determined by Holdings to be the rate of interest implicit in such Capital Lease Obligations in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the net income (or loss) of such Person and its Restricted Subsidiaries for such period, calculated on a consolidated basis in accordance with GAAP (with such net income (or loss) being calculated after deducting the amounts for such period described in clause (1)(a) of the definition of “Consolidated EBITDA”, if any) and before any deduction for preferred stock dividends; provided that:

(1)               all net after-tax extraordinary, nonrecurring or unusual gains, losses, income, expenses and charges, and in any event including, without limitation, all restructuring, severance, relocation, retention, consolidation, integration or other similar charges and expenses, contract termination costs, litigation costs, excess pension charges, system establishment charges, start-up or closure or transition costs, expenses related to any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, fees, expenses or charges relating to curtailments or modifications to pension and post-retirement employee benefit plans in connection with the Transactions or otherwise, expenses associated with strategic initiatives, facilities shutdown and opening and pre-opening costs and expenses (including pre-opening and opening of facilities and all income, loss, charges and expenses associated with facilities closed in any period, or scheduled for closure within 12 months of the date on which Consolidated Net Income is being calculated), and any fees, expenses, charges or change in control payments related to the Transactions or otherwise (including any transition-related expenses incurred before, on or after the Closing Date), will be excluded;

(2)               all net after-tax income, loss, expense or charge from abandoned, closed or discontinued operations and any net after-tax gain or loss on the disposal of abandoned, closed or discontinued operations will be excluded;

(3)               all net after-tax gain, loss, expense or charge attributable to business dispositions and asset dispositions other than in the ordinary course of business (as determined in good faith by Holdings) will be excluded;

(4)               all net after-tax income, loss, expense or charge attributable to the early extinguishment or cancellation of Indebtedness, Hedge Agreements or other derivative instruments will be excluded;

(5)               all non-cash gain, loss, expense or charge attributable to the movement in the mark-to-market valuation of Hedge Agreements or other derivative instruments will be excluded;

(6)               (a) the net income for such period of any Person that is not a Restricted Subsidiary of the referent Person, or that is accounted for by the equity method of accounting, will be included only to the extent of the amount of dividends or distributions or other payments are or are permitted to be paid in cash (or converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period; and (b) the net income for such period will include any ordinary course dividends, distributions or other payments in cash received from any such Person during such period in excess of the amounts included in clause (a) hereof;

(7)               the cumulative effect of a change in accounting principles during such period will be excluded;

(8)               the effects of purchase accounting, fair value accounting or recapitalization accounting adjustments (including the effects of such adjustments pushed down to the referent Person and its Restricted Subsidiaries) resulting from the application of purchase accounting, fair value accounting or recapitalization accounting in relation to any acquisition consummated before or after the Closing Date, and the amortization, write-down or write-off of any amounts thereof, net of taxes, will be excluded;

(9)               all non-cash impairment charges and asset write-ups, write-downs and write-offs will be excluded;

(10)             all non-cash expenses realized in connection with or resulting from stock option plans, employee benefit plans or agreements or post-employment benefit plans or agreements, or grants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, preferred stock or other similar rights will be excluded;

(11)             any costs or expenses incurred in connection with the payment of dividend equivalent rights to option holders pursuant to any management equity plan, stock option plan or any other management or employee benefit plan or agreement or post-employment benefit plan or agreement will be excluded;

(12)             accruals and reserves for liabilities or expenses that are established or adjusted as a result of the Transactions within 18 months after the Closing Date will be excluded;

(13)             all amortization and write-offs of deferred financing fees, debt issuance costs, commissions, fees and expenses and expensing of any bridge, commitment or other financing fees, will be excluded;

(14)             any currency translation gains and losses related to changes in currency exchange rates (including remeasurements of Indebtedness and any net loss or gain resulting from Hedge Agreements for currency exchange risk), will be excluded;

(15)             [reserved];

(16)             expenses and lost profits with respect to liability or casualty events or business interruption will be disregarded to the extent covered by insurance and actually reimbursed, or, so long as such Person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer, but only to the extent that such amount (a) has not been denied by the applicable carrier in writing and (b) is in fact reimbursed within 365 days of the date on which such liability was discovered or such casualty event or business interruption occurred (with a deduction for any amounts so added back that are not reimbursed within such 365-day period); provided that any proceeds of such reimbursement when received will be excluded from the calculation of Consolidated Net Income to the extent the expense or lost profit reimbursed was previously disregarded pursuant to this clause (16);

(17)             losses, charges and expenses that are covered by indemnification or other reimbursement provisions in connection with any asset disposition will be excluded to the extent actually reimbursed, or, so long as such Person has made a determination that a reasonable basis exists for indemnification or reimbursement, but only to the extent that such amount is in fact indemnified or reimbursed within 365 days of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so indemnified or reimbursed within such 365 days);

(18)             [reserved]; and

(19)             non-cash charges for deferred tax asset valuation allowances will be excluded.

“Consolidated Total Assets” means, as of any date, the total assets of Holdings and the Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, determined based upon the most recent quarter-end financial statements available internally as of the date of determination, and calculated on a Pro Forma Basis.

“Consolidated Total Net Debt” means, as of any date, the Consolidated Debt as of such date minus all Unrestricted Cash as of such date, in each case, determined on a consolidated basis in accordance with GAAP based upon the most recent quarter-end financial statements available internally as of the date of determination, and calculated on a Pro Forma Basis; provided that for purposes of calculating the Consolidated Total Net Debt with respect to any Indebtedness being incurred in reliance on compliance with any financial ratio-based incurrence test, Unrestricted Cash will not include any proceeds received from such Indebtedness. For the avoidance of doubt, the Obligations and the Indebtedness in respect of the Term Loan Credit Agreement will constitute Consolidated Total Net Debt.

“continuing” means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.

“Contribution Indebtedness” has the meaning assigned to such term in Section 6.01(16).

“Contribution Notice” means a contribution notice issued by the Pensions Regulator under section 38 or section 47 of the Pensions Act 2004 (UK).

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, it being specified that the “Control” of the French Loan Parties and their Affiliates will be determined in accordance with article L.233-3 of the French Code de commerce, the “Control” of the Spanish Loan Parties and their Affiliates will be determined in accordance to article 42 of the Spanish Commerce Code and the terms “Controlling” and “Controlled” will have correlative meanings.

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

“Cost” shall mean, as reasonably determined by the Administrative Agent in good faith, with respect to Inventory, the lower of (a) cost computed on a specific identification or first in first out basis or (b) market value, provided that for purposes of the calculation of Borrowing Base, the cost of Inventory shall not include (A) the portion of the cost of Inventory equal to the profit earned by any Affiliate on the sale thereof to any Borrower, or (B) write ups or write downs in cost with respect to currency exchange rates.

“Covenant Trigger Event” means that Excess Availability is less than the greater of (i) 10% of the Line Cap then in effect and (ii) $24.5 million. Once commenced, a Covenant Trigger Event will be deemed to be continuing until such time as Excess Availability equals or exceeds the greater of (i) 10% of the Line Cap then in effect and (ii) $24.5 million for 30 consecutive calendar days.

“Covered Entity” means any of the following:

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

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

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

“Covered Party” has the meaning assigned to such term in Section 10.17.

“Credit Event” has the meaning assigned to such term in Article IV.

“Cure Amount” has the meaning assigned to such term in Section 8.02.

“Cure Right” has the meaning assigned to such term in Section 8.02.

“Customs Broker Agreement” means an agreement, in form reasonably satisfactory to the Collateral Agent, in which the customs broker or other carrier acknowledges that it has control over and holds the documents evidencing ownership of the subject Inventory for the benefit of the Collateral Agent and agrees, upon notice from the Collateral Agent, to hold and dispose of such Inventory solely as directed by the Collateral Agent.

“Daily Simple RFR” means, for any day (an “RFR Interest Day”), an interest rate per annum equal to the greater of (a) for any RFR Loan denominated in Sterling, SONIA for the day that is 5 RFR Business Days prior to (A) if such RFR Interest Day is an RFR Business Day, such RFR Interest Day or (B) if such RFR Interest Day is not an RFR Business Day, the RFR Business Day immediately preceding such RFR Interest Day and (b) 0.00%. Any change in Daily Simple RFR due to a change in the applicable RFR shall be effective from and including the effective date of such change in the RFR without notice to Holdings or the Borrowers.

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

“Debt Representative” means, with respect to any Indebtedness that is secured on a pari passu basis with, or on a junior basis to, the Revolving Facility Claims, the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.

“Debtor Relief Laws” means the Title 11 of the United States Code, the Insolvency Act 1986 (UK), Spanish Insolvency Law, the EU Insolvency Regulation, the provisions of the Livre VI and other relevant provisions related thereto of the French Code de commerce, the Companies’ Creditors Arrangement Act, the Bankruptcy and Insolvency Act, the Winding Up Act, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, administration, receivership, interim receivership, proposal to creditors, insolvency, reorganization, winding up, restructuring plan or similar debtor relief laws of the United States, Canada, United Kingdom, Luxembourg, France, Germany, Spain or other applicable jurisdictions from time to time in effect.

“Default” means any event or condition which, but for the giving of notice, lapse of time or both, would constitute an Event of Default.

“Defaulting Lender” means any Lender (1) whose acts or failure to act, whether directly or indirectly, constitutes a Lender Default or (2) who has, or has a direct a direct or indirect parent company that has, become the subject of a Bail-in Action.

“Deposit Account” means any deposit account (as defined in Article 9 of the UCC, and shall include the meaning given to the term “Deposit Accounts” in any Foreign Security Document) held by any Loan Party.

“Designated Cash Management Obligations” means Cash Management Obligations that are designated by the Cash Management Bank and Holdings in writing to the Administrative Agent as “Designated Cash Management Obligations”.

“Designated Cash Management Reserve” means, as of any date, such reserves as the Administrative Agent determines in its Reasonable Credit Judgment to reflect (and in no event to exceed) the then aggregate outstanding cash management exposure of all Cash Management Banks to the relevant Loan Parties under all Cash Management Obligations.

“Designated Event of Default” means any Event of Default under Section 8.01(1) (solely with respect to a default under Section 3.05), Section 8.01(2), Section 8.01(3) (solely with respect to interest and Fees), Section 8.01(4) (solely with respect to a default under Section 5.04(9) or Section 5.11 or Section 6.10), Section 8.01(8) or Section 8.01(9).

“Designated Hedging Agreement” means Specified Hedge Agreements that are designated by the Qualified Counterparty and Holdings in writing to the Administrative Agent as a “Designated Hedging Agreement” and the Qualified Counterparty shall have provided the MTM value on the date of such designation.

“Designated Hedging Reserve” means, as of any date, such reserves as the Administrative Agent determines in its Reasonable Credit Judgment to reflect (and in no event to exceed) the then aggregate outstanding mark-to-market (“MTM”) exposure owed by the relevant Loan Parties to all Qualified Counterparties under all Designated Hedging Agreements. Such exposure shall be the sum of the positive aggregate MTM values to each Qualified Counterparty of all Designated Hedging Agreements with such Qualified Counterparty outstanding at the time of the relevant calculation. The aggregate MTM value to a Qualified Counterparty of all Designated Hedging Agreements with such Qualified Counterparty shall be calculated (1) on a net basis by taking into account the netting provision contained in the ISDA Master Agreement (or other similar agreement with netting provisions substantially similar to an ISDA Master Agreement) with such Qualified Counterparty and (2) if applicable, by taking into account any master netting agreement or arrangement in place among such Qualified Counterparty, any Subsidiary or Affiliate thereof that is also party to a Designated Hedging Agreement and the relevant Loan Party, in which case the positive aggregate MTM value of all relevant Designated Hedging Agreements to such Qualified Counterparty and such Subsidiaries or Affiliates who are parties to such master netting agreements shall be calculated in respect of all of the relevant Designated Hedging Agreements on a net basis across all such Designated Hedging Agreements, provided that Holdings (a) certifies to the Administrative Agent that such master netting agreement shall apply to all such Designated Hedging Agreements in all cases including upon the occurrence of an event of default by the relevant Loan Party in respect of any such Designated Hedging Agreement and (b) upon request, provides to the Administrative Agent a copy of the master netting agreement. In calculating the positive aggregate MTM value to a Qualified Counterparty, the value of collateral posted to such Qualified Counterparty in respect of such Designated Hedging Agreements shall be taken into account, such that the value of such collateral shall reduce the MTM value of such Designated Hedging Agreements that is out-of-the-money to the relevant Loan Party by an amount equal to (i) the amount of cash collateral or (ii) the value of non-cash collateral with such value as determined by the relevant Qualified Counterparty or the relevant valuation agent in accordance with the relevant credit support annex or other collateral agreement (for the avoidance of doubt, taking into account any haircut provision applicable to such non-cash collateral), provided that Holdings shall provide any supporting documentation for such value as may be reasonably requested by the Administrative Agent. For the avoidance of doubt, if the MTM value of all Designated Hedging Agreements with a Qualified Counterparty is a negative amount to such Qualified Counterparty (i.e., if all such Designated Hedging Agreements with such Qualified Counterparty are in-the-money to the relevant Loan Party on a net basis), such MTM value shall be treated as zero in calculating the amount of the Designated Hedging Reserves. The MTM value of a Designated Hedging Agreement for this purpose shall be calculated and provided to the Administrative Agent, the relevant Loan Party and Holdings together with the supporting calculations therefor promptly (but in any case not later than three Business Days) following (x) the last calendar day of each calendar month and (y) such other date on which a request was made by the Administrative Agent, the relevant Loan Party or Holdings, as applicable, for such MTM value, which shall be used by the Administrative Agent in calculating the relevant portion of the Designated Hedging Reserves. If a Qualified Counterparty fails to provide the MTM value of a Designated Hedging Agreement within the relevant timeframe specified above, then the Administrative Agent (I) shall give Holdings notice thereof within three Business Days from the date such Qualified Counterparty was required to provide such MTM value and (II) may (but is not obligated to) provide, upon receiving from Holdings or the relevant Loan Party all of the information reasonably determined by the Administrative Agent as being necessary to determine the MTM value of the relevant Designated Hedging Agreement, a proposed MTM value of the relevant Designated Hedging Agreement within such three Business Day period. If the Administrative Agent agrees to provide such a proposed MTM value and Holdings does not notify the Administrative Agent within three Business Days from receipt thereof that it does not agree with such MTM value, then the Administrative Agent shall use such MTM value in calculating the relevant portion of the Designated Hedging Reserves.

“Designated Non-Cash Consideration” means the fair market value of non-cash consideration received by the Borrowers or any Restricted Subsidiary in connection with an Asset Sale that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of Holdings setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-Cash Consideration.

“Dilution Factors” means, without duplication, with respect to any period, the aggregate amount of all deductions, credit memos, returns, adjustments, allowances, bad debt write-offs and other non-cash credits (including all volume discounts, trade discounts and rebates) that are recorded to reduce Accounts of the Borrowers in a manner consistent with current and historical accounting practices of the Borrowers.

“Dilution Ratio” means, at any time, the amount (expressed as a percentage), calculated in connection with the delivery of any Borrowing Base Certificate for the fiscal month most recently ended, equal to (a) (1) the aggregate amount of the applicable Dilution Factors in respect of the Accounts of the Borrowers for the 12 most recently ended fiscal months divided by (2) total gross sales of the Borrowers for such 12 most recently ended fiscal months minus (b) 5.0%; provided that if, on any date, the Dilution Ratio is less than 0%, the Dilution Ratio on such date shall be deemed to be zero.

“Dilution Reserve” means, at any date, the product of (1) the applicable Dilution Ratio at such time multiplied by (2) the aggregate amount of Eligible Accounts at such time.

“Discharge of ABL Revolving Claims” means “Discharge of ABL Revolving Claims” as defined in the Intercreditor Agreement.

“Disinterested Director” means, with respect to any Person and transaction, a member of the Board of Directors of such Person who does not have any material direct or indirect financial interest in or with respect to such transaction.

“Disqualified Institution” means (a) competitors of Holdings and its subsidiaries, in each case identified in writing by the Borrowers to the Administrative Agent from time to time (at any time when JPMCB is serving as Administrative Agent, by e-mail to JPMDQ_Contact@jpmorgan.com), (b) financial institutions previously designated in writing by Holdings to the Administrative Agent on or prior to June 20, 2017 and (c) any affiliates of any such competitors or institutions reasonably identifiable as affiliates solely on the basis of the similarity of their names (other than bona fide fixed income investors or debt funds) or identified by the Borrowers in writing to the Administrative Agent from time to time (at any time when JPMCB is serving as Administrative Agent, by e-mail to JPMDQ_Contact@jpmorgan.com) (it being understood that any update pursuant to clause (a) or clause (c) above shall not become effective until the business day following the Administrative Agent’s receipt of such notice, and, in any event, shall not apply retroactively or to any entity that (i) has previously acquired commitments, loans or participation otherwise permitted under the Revolving Facility, (ii) is party to a pending trade with respect to commitments, loans or participation under the Revolving Facility as of the date of such notice or (iii) that becomes a competitor of Holdings before becoming a Disqualified Institution. For the avoidance of doubt, any Borrower may remove Persons from the list of Disqualified Institutions (at any time when JPMCB is serving as Administrative Agent, by e-mail to JPMDQ_Contact@jpmorgan.com) and such Persons shall not longer constitute a Disqualified Institution.

“Disqualified Stock” means, with respect to any Person, any Equity Interests of such Person that, by their terms (or by the terms of any security or other Equity Interests into which they are convertible or for which they are redeemable or exchangeable at the option of the holder thereof), or upon the happening of any event or condition:

(1)               mature or are mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale are subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments);

(2)               are redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part;

(3)               provide for the scheduled payments of dividends in cash; or

(4)               either mandatorily or at the option of the holders thereof, are or become convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Stock, in each case, prior to the date that is 91 days after the earlier of:

(a)               the Latest Maturity Date; and

(b)               the date on which the Loans and all other Obligations (other than Obligations in respect of (i) Specified Hedge Agreements, Cash Management Obligations and the Ancillary Facilities and any Ancillary Extensions of Credit thereunder, in each case that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are repaid in full and the Commitments are terminated and any outstanding Letters of Credit are expired, terminated, cash collateralized or backstopped on terms satisfactory to the Issuing Bank;

provided that only the portion of the Equity Interests that so mature or are mandatorily redeemable, are so convertible or exchangeable or are so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock; provided, further, that if such Equity Interests are issued to any employee or to any plan for the benefit of employees of Holdings or its Subsidiaries or by any such plan to such employees, such Equity Interests will not constitute Disqualified Stock solely because they may be required to be repurchased by Holdings or any of its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability; and provided, further, that any class of Equity Interests of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Equity Interests that is not Disqualified Stock will not be deemed to be Disqualified Stock.

“Distressed Person” has the meaning assigned to such term in the definition of “Lender-Related Distress Event.”

“Dividing Person” has the meaning assigned to it in the definition of “Division”.

“Division” means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive.

“Division Successor” means any Person that, upon the consummation of a Division of a Dividing Person, holds all or any portion of the assets, liabilities and/or obligations previously held by such Dividing Person immediately prior to the consummation of such Division. A Dividing Person which retains any of its assets, liabilities and/or obligations after a Division shall be deemed a Division Successor upon the occurrence of such Division.

“Documentation Agents” means Bank of America, N.A., Barclays Bank PLC and Bank of Montreal, each in its capacity as Documentation Agent.

“Dollars” or “$” means lawful money of the United States of America.

“Dollar Equivalent” shall mean, at any time, (1) with respect to any amount denominated in Dollars, such amount, and (2) with respect to any amount denominated in any currency other than Dollars, the equivalent amount thereof in Dollars, as determined by the Administrative Agent on the basis of the Spot Rate for the purchase of Dollars with such currency.

“Domestic Subsidiary” means any Subsidiary of Holdings that is organized under the laws of the United States or any political subdivision thereof, and “Domestic Subsidiaries” means any two or more of them. Unless otherwise indicated in this Agreement, all references to Domestic Subsidiaries will mean Domestic Subsidiaries of Holdings.

“Dominion Account” has the meaning assigned to such term in Section 5.11.

“Early Opt-in Election” means, if the then current Benchmark with respect to Dollars is the LIBO Rate, the occurrence of:

(1)       a notification by the Administrative Agent to (or the request by Holdings to the Administrative Agent to notify) each of the other parties hereto that at least five currently outstanding Dollar-denominated syndicated credit facilities at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review), and

(2)       the joint election by the Administrative Agent and Holdings to trigger a fallback from the LIBO Rate and the provision, as applicable, by the Administrative Agent of written notice of such election to Holdings and the Lenders.

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

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

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

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

“Eligible Accounts” means all Accounts that constitute proceeds from the sale or disposition of Inventory or the provision of services in the ordinary course of business and that are reflected in the most recent Borrowing Base Certificate, except any Account with respect to which any of the exclusionary criteria set forth below applies.

No Account will be an Eligible Account if:

(1)               such Account (i) has a scheduled due date that is more than 90 days after the date of the original invoice (provided that this clause (i) shall not prevent Accounts of Account Debtors addressed pursuant to clause (ii)(x) of this clause (1) to constitute Eligible Accounts) or (ii) has been outstanding for more than (x) 180 days after the original invoice date or more than 60 days after the original due date relating to such invoice in an amount not to exceed $10.0 million (after giving effect to any advance rate) or (y) with respect to all other Accounts, 90 days after the original invoice date or more than 60 days after the original due date relating to such invoice, provided that in determining the aggregate amount from the same Account Debtor that is unpaid hereunder such amount shall be the gross amount due in respect of the applicable Accounts without giving effect to any net credit balances;

(2)                in respect of Accounts governed by French law and to be assigned in favor of the French Revolving Lenders, such Accounts are not professional debts within the meaning of article L313-23 of the French Code monétaire et financier;

(3)               such Account is owed by an Account Debtor (or its Affiliates) where 50% or more of all Accounts owed by that Account Debtor (or its Affiliates) are deemed ineligible under clause (1) above;

(4)               such Account is owed by an Account Debtor that is an Affiliate of any Loan Party or an employee or agent (including any commission agent) of any Loan Party or any Affiliate of any Loan Party or arises out of a sale made or services rendered by the applicable Loan Party to a direct or indirect parent or Subsidiary of such Loan Party;

(5)               such Account is payable other than in Dollars, Canadian Dollars, Euros or Sterling to the extent a Loan Party has recorded a foreign exchange revaluation accrual with respect to such Accounts, and then an amount equal to such foreign exchange revaluation accrual);

(6)               such Account is owed by an Account Debtor who is either (i) the United States or any department, agency, or instrumentality of the United States (exclusive, however, of Accounts with respect to which Borrowers have complied, to the reasonable satisfaction of Agent, with the Assignment of Claims Act, 31 USC §3727), or (ii) any state of the United States or any other Governmental Authority not covered by clause (i), or (iii) the federal government of Canada, unless the Financial Administration Act (Canada), as amended, has been complied with to the Administrative Agent’s satisfaction;

(7)               (i) such Account is owed by an Investment Grade Account Debtor whose total obligations owing to Loan Parties exceeds 20% of all Eligible Accounts, to the extent of the obligations owing by such Account Debtor in excess of such percentage and (ii) such Account is owed by any other Account Debtor whose total obligations owing to Loan Parties exceed 10% of all Eligible Accounts, to the extent of the obligations owing by such Account Debtor in excess of such percentage; provided, that in each case, the amount of Eligible Accounts that are excluded because they exceed the foregoing percentage shall be determined by Administrative Agent based on all of the otherwise Eligible Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit;

(8)               such Account is not subject to the first priority (subject to a Lien permitted under Section 6.02(9), 6.02(11), 6.02(12), 6.02(18), or 6.02(24)), valid and perfected Lien of the Collateral Agent as to such Account; provided, that any agreed deferment of the notifications in connection with the Liens will not prevent the Accounts from qualifying as Eligible Accounts and provided further, that the Liens created under the U.K. Security Documents shall be deemed perfected for the purposes of this clause (8) on the filing of a relevant form MR01 at the U.K. Companies House without any further perfection requirements.

(9)               such Account is subject to a retention of title right or a Loan Party does not have good, valid and marketable title thereto, free and clear of any Lien (other than (a) Liens granted to the Collateral Agent, for its own benefit and the benefit of the other Secured Parties pursuant to the Security Documents, (b) a Lien permitted under Section 6.02(9), 6.02(11), 6.02(12), 6.02(18), or 6.02(24) or other Permitted Lien arising by operation of law, or (c) a junior Lien permitted under Section 6.02(1) or 6.02(22);

(10)             (i) such Account does not constitute the legal, valid and binding obligation of the applicable Account Debtor enforceable in accordance with its terms, (ii) such Account arises in a transaction wherein the goods are placed on consignment or are sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or any other terms by reason of which the payment by the Account Debtor may be conditional;

(11)             such Account is disputed, or a claim, counterclaim, discount, deduction, reserve, allowance, rebate, recoupment, offset has been asserted with respect thereto by the applicable Account Debtor (in each case, only to the extent of the relevant dispute, claim, counterclaim, discount, deduction, reserve, allowance, rebate, recoupment, or offset);

(12)             such Account is owed by an Account Debtor that is subject to a bankruptcy proceeding of the type specified in Section 8.01(8) or (9) or that is liquidating, dissolving or winding up its affairs or otherwise deemed not creditworthy by the Administrative Agent in its Reasonable Credit Judgment;

(13)             such Account does not conform with a covenant or representation in any material respect contained in this Agreement or the applicable Security Documents as to such Account;

(14)             unless otherwise agreed by the Administrative Agent, the Account Debtor is organized or has its principal offices or principal place of business outside the United States, Canada or an Eligible European Jurisdiction, unless, in each case, such Account is backed by credit insurance satisfactory to the Administrative Agent or a letter of credit acceptable to the Administrative Agent which is in the possession of, is directly drawable by the Administrative Agent and, with respect to which the Administrative Agent has “control” as defined in Section 9-107 of the UCC or the equivalent concept in each applicable jurisdiction; provided, that up to $15.0 million of Accounts of Account Debtors organized or having principal offices or principal places of business other than the United States, Canada, or an Eligible European Jurisdiction may be included in the Aggregate Borrowing Base notwithstanding this clause (14);

(15)             such Account was created on cash on delivery terms;

(16)             the Account Debtor on such Account or any of its Affiliates is also a supplier to or creditor of any applicable Loan Party (but only to the extent that such Affiliate has contractual rights of offset and to the extent of such applicable offset) unless such Account Debtor has executed a no-offset letter in a form reasonably satisfactory to the Collateral Agent;

(17)             such Account consists of sundry receivables (including with respect to tax payments) or is subject to a pending credit memo that has not been fully processed;

(18)             the goods giving rise to such Account have not been shipped to the Account Debtor or the services giving rise to such Account have not been performed by such Borrower or if such Account was invoiced more than once;

(19)             such Account is owed by any Account Debtor which has sold all or substantially all of its assets;

(20)             such Account is subject to a Qualified Receivables Financing or other Receivables Financing or third party financing;

(21)             such Account is evidenced by Chattel Paper or an Instrument (each as defined in the applicable Security Document) of any kind and such Chattel Paper or Instrument has not been pledged and delivered to the Collateral Agent under the Security Documents, or has been reduced to judgment; or

(22)             such Account includes a billing for interest, fees or late charges, but ineligibility will be limited to the extent thereof.

If any Account at any time ceases to be an Eligible Account, then such Account will promptly be excluded from the calculation of the Borrowing Base; provided that if any Account ceases to be an Eligible Account because of the adjustment of or imposition of new exclusionary criteria pursuant to the succeeding paragraph, the Administrative Agent will not require exclusion of such Account from the Borrowing Base until 5 Business Days following the date on which the Administrative Agent gives notice to Holdings of such ineligibility; provided that upon such notice, the Borrowers shall not be permitted to borrow any Loans or have any Letters of Credit issued so as to exceed the Borrowing Base after giving effect to such adjustment or imposition of new exclusionary criteria. In determining the amount to be included, Eligible Accounts shall be calculated net of customer deposits and unapplied cash and shall exclude any unreconciled variance in amounts.

The Administrative Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the exclusionary criteria set forth above and to establish new criteria, in each case, in its Reasonable Credit Judgment (based on an analysis of material facts or events first occurring, or first discovered by the Administrative Agent, after the Closing Date), subject to the necessary approvals set forth in Section 10.08 in the case of adjustments or new criteria which have the effect of making more credit available than would have been available based upon the criteria in effect on the Closing Date.

“Eligible European Jurisdiction” shall mean each of Austria, Belgium, Denmark, Finland, France, Germany, Italy, Ireland, Luxembourg, the Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and England and Wales, provided that the Administrative Agent may, in its Reasonable Credit Judgment, remove one or more of the countries comprising the Eligible European Jurisdictions and subsequently add one or more countries back as Eligible European Jurisdictions.

“Eligible In-Transit Inventory” shall mean Inventory owned by a Loan Party that would meet all of the criteria of “Eligible Inventory” if it were not in transit (solely to a location in the United States, Canada or an Eligible European Jurisdiction that would otherwise be acceptable pursuant to the other clauses of this definition). In addition, no Inventory shall be Eligible In-Transit Inventory unless (a) it is subject to a negotiable document of title, showing the Administrative Agent (or, with the consent of the Administrative Agent in its Reasonable Credit Judgment, the applicable Loan Party) as consignee; (b) such Inventory is insured in accordance with the provisions of this Agreement and the other Loan Documents, including, without limitation, to the extent applicable, marine cargo insurance; (c) such Inventory has been identified to the applicable sales contract and title has passed to the applicable Loan Party; (d) such Inventory is not sold by a vendor that has a right to reclaim, divert shipment of, repossess, stop delivery, claim any reservation of title or otherwise assert Lien rights against the Inventory; (e) such Inventory is subject to the appropriate documentation such as delivery of customs broker, freight forwarder agreements, bill of lading or other shipping documents in a form and substance reasonably acceptable to the Administrative Agent (which documents shall be made available to the Administrative Agent for its inspection upon its reasonable request); and (f) such Inventory is shipped by a common carrier that is not affiliated with the vendor and has not been acquired from a Person that is (x) the subject or target of any Sanctions or (y) a Sanctioned Person.

“Eligible Inventory” means all Inventory reflected in the most recent Borrowing Base Certificate, except any Inventory with respect to which any of the exclusionary criteria set forth below applies.

No item of Inventory will be Eligible Inventory if such item:

(1)                is not subject to the first priority (subject to a Lien permitted under Section 6.02(9), 6.02(11), 6.02(12), 6.02(18), or 6.02(24)), valid and perfected Lien of the Collateral Agent as to such Inventory; provided, that the Liens created under the U.K. Security Documents shall be deemed perfected for the purposes of this clause (1) on the filing of a relevant form MR01 at the U.K. Companies House without any further perfection requirements;

(2)               a Loan Party does not have good, valid and marketable title thereto, free and clear of any Lien (other than (a) Liens granted to the Collateral Agent, for its own benefit and the benefit of the other Secured Parties pursuant to the Security Documents, (b) a Lien permitted under Section 6.02(9), 6.02(11), 6.02(12), 6.02(18), or 6.02(24) or other Permitted Lien arising by operation of law, or (c) a junior Lien permitted under Section 6.02(1), 6.02(22), 6.02(31), 6.02(32), 6.02(33) or 6.02(34));

(3)               is slow moving, obsolete, unmerchantable, defective, excess, expired, withdrawn (no longer manufactured by a Loan Party but continued to be sold), returned, a trial product, used, substandard or unfit for sale;

(4)               does not conform in all material respects to the representations and warranties contained in this Agreement or applicable Security Documents;

(5)               is not owned only by one or more Loan Parties;

(6)               is not located in the United States, Canada, Germany or the United Kingdom (other than to the extent that it is in-transit and is not deemed ineligible in accordance with clause (13) of this definition);

(7)               is located at any location leased by a Borrower unless (x) the lessor has delivered to the Collateral Agent a Collateral Access Agreement as to such location, (y) the Administrative Agent has given its prior consent thereto or (z) a Reserve for rent, charges, and other amounts due or to become due with respect to such location has been established by the Administrative Agent in its Reasonable Credit Judgment thereto, it being understood that in each case, during the 120-day period immediately following the Effective Date, such location need not be subject to a Collateral Access Agreement and the lack thereof shall not otherwise deem the applicable Inventory to be ineligible;

(8)               is located in any third-party warehouse or is in the possession of a bailee (other than a third-party processor) and is not evidenced by a Document (as defined in Article 9 of the UCC) or “document of title” (as defined in the PPSA), unless (x) the warehouseman or bailee has delivered to the Collateral Agent a Collateral Access Agreement as to such location, (y) the Administrative Agent has given its prior consent thereto or (z) an appropriate Reserve (including for rent, charges and other amounts due or to become due with respect to such location) has been established by the Administrative Agent in its Reasonable Credit Judgment, it being understood that in each case, during the 120-day period immediately following the Effective Date, such warehouse or location need not be subject to a Collateral Access Agreement and the lack thereof shall not otherwise deem the applicable Inventory to be ineligible (provided that an appropriate Reserve may nevertheless be established by the Administrative Agent in its Reasonable Credit Judgment during such period);

(9)               is being processed offsite at a third party location or outside processor, or is in-transit to or from said third party location or outside processor;

(10)             is the subject of a consignment by any Loan Party as consignor; provided, that, notwithstanding the foregoing, up to $5.0 million in the aggregate (after giving effect to any advance rate) of Inventory that is the subject of a consignment by a Loan Party shall qualify as Eligible Inventory, so long as the applicable Loan Party shall use commercially reasonable efforts to deliver a Collateral Access Agreement to the Collateral Agent or similar letter acknowledging the applicable Loan Party’s ownership of such Inventory as to such applicable location;

(11)             contains or bears any intellectual property rights licensed to any Loan Party by any Person other than a Loan Party unless the Collateral Agent is reasonably satisfied that it may sell or otherwise dispose of such Inventory without (a) infringing the rights of such licensor, (b) violating any contract with such licensor, or (c) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to sale of such Inventory under the current licensing agreement relating thereto;

(12)             is a discontinued product or component thereof;

(13)             is in transit, except for Eligible In-Transit Inventory;

(14)             has been acquired from a Sanctioned Person or is otherwise a target of Sanctions;

(15)             is designated at “backflush” or is awaiting categorization;

(16)             have failed inspection and/or is held in quarantine;

(17)             is defective or damaged, has been blocked from use, has been deemed by a Loan Party to require rework or is being held for quality control purposes;

(18)             is used to produce materials solely for a joint venture or is for sale to a joint venture (provided that Inventory of Chemical Specialties LLC in an amount not to exceed $10.0 million shall not be excluded by this clause (18) to the extent such Inventory is sold or used in the production of materials for sale to Viance, LLC);

(19)             is Inventory in relation to which (a) any contract or related documentation (such as invoices or purchase orders) relating to such Inventory includes retention of title rights in favor of the vendor or supplier thereof, or (b) under applicable governing laws, retention of title may be imposed unilaterally by the vendor or supplier thereof; provided that Inventory which may be subject to any rights of retention of title shall not be excluded from Eligible Inventory solely pursuant to this clause in the event that the Administrative Agent shall have received evidence satisfactory to it that the full purchase price of such Inventory has, or will have, been paid prior, or upon the delivery of, such Inventory to the relevant Loan Party;

(20)             constitutes intercompany profit;

(21)             constitutes operating supplies, packaging or shipping materials, cartons, repair parts, labels or miscellaneous spare parts or other such materials not considered for sale in the ordinary course of business or is designated as consumable; or

(22)             is perishable.

If any Inventory at any time ceases to be Eligible Inventory, such Inventory will promptly be excluded from the calculation of the Borrowing Base; provided, however, that if any Inventory ceases to be Eligible Inventory because of the adjustment of or imposition of new exclusionary criteria pursuant to the succeeding paragraph, the Administrative Agent will not require exclusion of such Inventory from the Borrowing Base until 5 Business Days following the date on which the Administrative Agent gives notice to the Borrowers of such ineligibility; provided that upon such notice, the Borrowers shall not be permitted to borrow any Loans or have any Letters of Credit issued so as to exceed the Line Cap after giving effect to such adjustment or imposition of new exclusionary criteria. In determining the amount to be included, Eligible Inventory shall be calculated to exclude cost corrections and adjustments, reallocations of cost, unreconciled variances, overstatements and errors in cost input.

The Administrative Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the exclusionary criteria set forth above and to establish new criteria, in each case, its Reasonable Credit Judgment (based on an analysis of material facts or events first occurring, or first discovered by the Administrative Agent, after the Closing Date), subject to the necessary approvals set forth in Section 10.08 in the case of adjustments or new criteria which have the effect of making more credit available than would be available based upon the criteria in effect on the Closing Date.

“Eligible Investment Grade Account” means, at any time, any Eligible Account for which the Account Debtor in respect thereof is an Investment Grade Account Debtor.

“Engagement Letter” means that certain Engagement Letter, dated as of June 20, 2017, by and among Holdings, JPMCB, Citigroup Global Markets Inc., Bank of America, N.A., Barclays Bank PLC, HSBC Securities (USA) Inc. and Goldman Sachs Bank USA.

“Environment” means the indoor and outdoor environment, including ambient and indoor air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata, and natural resources such as flora and fauna.

“Environmental Laws” means all applicable laws (including common law), statutes, rules, regulations, codes, ordinances, orders, binding agreements and final, binding decrees or judgments, in each case, promulgated or entered into by or with any Governmental Authority, relating in any way to the Environment, preservation or reclamation of natural resources, the generation, management, Release or threatened Release of, or exposure to, any harmful or deleterious substance or to occupational health and safety matters (to the extent relating to the Environment or exposure to harmful or deleterious substances).

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“ERISA” means the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time, and any final regulations promulgated and the rulings issued thereunder.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with Holdings or any of its Subsidiaries, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code or any entity, whether or not incorporated, that is under common control with Holdings or any of its Subsidiaries within the meaning of Section 4001(a)(14) of ERISA.

“ERISA Event” means:

(1)               a Reportable Event, or the requirements of Section 4043(b) of ERISA apply, with respect to a Plan;

(2)               a withdrawal by Holdings or any of its Subsidiaries or, to the knowledge of Holdings or any Borrower, any ERISA Affiliate from a Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations by Holdings or any of its Subsidiaries or, to the knowledge of Holdings or any Borrower, any ERISA Affiliate that is treated as a termination under Section 4062(e) of ERISA;

(3)        a complete or partial withdrawal by Holdings or any of its Subsidiaries or, to the knowledge of Holdings or any Borrower, any ERISA Affiliate from a Multiemployer Plan, receipt of written notification by Holdings or any of its Subsidiaries or, to the knowledge of Holdings or the Borrower, any ERISA Affiliate concerning the imposition of Withdrawal Liability or written notification that a Multiemployer Plan is, or is expected to be, insolvent within the meaning of Title IV of ERISA or endangered or in critical status within the meaning of Section 305 of ERISA;

(4)        the provision by a Plan administrator or the PBGC of notice of intent to terminate a Plan, to appoint a trustee to administer a Plan, the treatment of a Plan or Multiemployer Plan amendment as a termination under Sections 4041 or 4041A of ERISA or the commencement of proceedings by the PBGC to terminate a Plan or Multiemployer Plan;

(5)        the incurrence by Holdings or any of its Subsidiaries or, to the knowledge of Holdings or any Borrower, any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan or Multiemployer Plan, other than for the payment of plan contributions or PBGC premiums due but not delinquent under Section 4007 of ERISA;

(6)        the application for a minimum funding waiver under Section 302(c) of ERISA with respect to a Plan;

(7)        the imposition of a lien under Section 303(k) of ERISA with respect to any Plan; and

(8)        a determination that any Plan is in “at risk” status (within the meaning of Section 303 of ERISA).

“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.

“EU Insolvency Regulation” means the Council of the European Union Regulation 1346/2000/EC on insolvency proceeds and the Council of the European Union Regulation 2015/848 on insolvency proceedings.

“EU Lender” means a Lender resident for tax purposes in a jurisdiction that is a member state of the European Union (other than Spain) or a permanent establishment of such European Union tax-resident Lender located in another member state of the European Union, provided that it does not obtain the relevant income item through a territory regarded as a tax haven for Spanish tax purposes (as currently defined under Spanish Royal Decree 1080/1991, of July, and as it may be set out in any successor tax legislation) nor acts through a permanent establishment located in Spain or outside the European Union with which such Lender’s income may be effectively connected.

“EURIBOR Interpolated Rate” means, at any time, with respect to any Term Benchmark Borrowing denominated in Euros and for any Interest Period, the rate per annum (rounded to the same number of decimal places as the EURIBOR Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the EURIBOR Screen Rate for the longest period (for which the EURIBOR Screen Rate is available for Euros) that is shorter than the Impacted EURIBOR Rate Interest Period; and (b) the EURIBOR Screen Rate for the shortest period (for which the EURIBOR Screen Rate is available for Euros) that exceeds the Impacted EURIBOR Rate Interest Period, in each case, at such time; provided that, if any EURIBOR Interpolated Rate shall be less than 0.00%, such rate shall be deemed to be 0.00% for the purposes of this Agreement.

“EURIBOR Rate” means, with respect to any Term Benchmark Borrowing denominated in Euros and for any Interest Period, the EURIBOR Screen Rate at approximately 11:00 a.m., Brussels time, two TARGET Days that are Business Days on which commercial banks in New York City are not authorized or required by law to close and banks are open for general business in London prior to the commencement of such Interest Period; provided that, if the EURIBOR Screen Rate shall not be available at such time for such Interest Period (an “Impacted EURIBOR Rate Interest Period”) with respect to Euros then the EURIBOR Rate shall be the EURIBOR Interpolated Rate.

“EURIBOR Screen Rate” means the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters as of 11:00 a.m. Brussels time two TARGET Days that are Business Days on which commercial banks in New York City are not authorized or required by law to close and banks are open for general business in London prior to the commencement of such Interest Period. If such page or service ceases to be available, the Administrative Agent may specify another page or service displaying the relevant rate after consultation with the Borrower. If the EURIBOR Screen Rate shall be less than 0.00%, the EURIBOR Screen Rate shall be deemed to be 0.00% for purposes of this Agreement.

“Euros” or “€” refers to the single currency of the Participating Member States; provided, that if any member state or states ceases to have such single currency as its lawful currency (such member states(s) being the “Exiting State(s)”, Euros and € shall, for the avoidance of doubt, mean for all purposes the single currency adopted and retained as the lawful currency of the remaining member states and shall not include any successor currency introduced by the Existing State(s)).

“Euro Equivalent” shall mean, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in Euros, determined by Administrative Agent on the basis of the Spot Rate for the purchase of Euros with Dollars.

“Eurocurrency/CDOR Rate Loan Notice” means a notice for a Term Benchmark Borrowing, RFR Borrowing or CDOR Rate Borrowing or continuation pursuant to Section 2.03, which shall be substantially in the form of Exhibit F (as updated to give effect to the provisions of this Agreement) or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent).

“European L/C Disbursement” means a payment or disbursement made by an Issuing Bank pursuant to a European Letter of Credit.

“European Letter of Credit” has the meaning assigned to such term pursuant to Section 2.05.

“European Letter of Credit Commitment” means, with respect to each Issuing Bank, the commitment of such Issuing Bank to issue European Letters of Credit pursuant to Section 2.05. The European Letter of Credit Commitments of each of the Issuing Banks on the Restatement Agreement Effective Date shall be those Commitments listed on Schedule I to the Restatement Agreement. Any Issuing Bank shall be permitted at any time to increase its European Letter of Credit Commitment with the written consent of Holdings and notice to the Administrative Agent of such increase, so long as all Issuing Bank’s European Letter of Credit Commitments do not exceed the European Letter of Credit Sublimit.

“European Letter of Credit Sublimit” means the aggregate European Letter of Credit Commitments of the Issuing Banks, in an amount not to exceed $45 million.

“European Revolving Facility” means the European Revolving Facility Commitments (including any Incremental Commitments that are European Revolving Facility Commitments) and the extensions of credit made hereunder by the European Revolving Lenders.

“European Revolving Facility Commitment” means, with respect to a Lender, the commitment of such Lender, if any, to make European Revolving Loans pursuant to Section 2.01, expressed as an amount representing the maximum aggregate permitted amount of such Lender’s European Revolving Facility Credit Exposure hereunder, as such commitment may be (1) reduced from time to time pursuant to Section 2.08, (2) reduced or increased from time to time pursuant to assignments by or to such Lender under Section 10.04 or (3) increased from time to time under Section 2.21. The amount of each Lender’s European Revolving Facility Commitment on the Restatement Agreement Effective Date is set forth on Schedule I to the Restatement Agreement or in the Assignment and Acceptance pursuant to which such Lender has assumed its European Revolving Facility Commitment, as applicable. The aggregate amount of the Lenders’ European Revolving Facility Commitment on the Restatement Agreement Effective Date is $195.0 million.

“European Revolving Facility Credit Exposure” means the sum of the German Revolving Facility Credit Exposure, the Spanish Revolving Facility Credit Exposure and the U.K. Revolving Facility Credit Exposure.

“European Revolving Facility Percentage” means, with respect to any Revolving Lender, the percentage of the total European Revolving Facility Commitments represented by such Lender’s European Revolving Facility Commitment. If the European Revolving Facility Commitments have terminated or expired, the European Revolving Facility Percentages will be determined based upon the European Revolving Facility Commitments most recently in effect, giving effect to any assignments pursuant to Section 10.04.

“European Revolving L/C Exposure” means the sum of the German Revolving L/C Exposure, the Spanish Revolving L/C Exposure and the U.K. Revolving L/C Exposure.

“European Revolving Loans” has the meaning assigned to such term in Section 2.01(1) and will include any German Overadvances, German Protective Advances, Spanish Overadvances, Spanish Protective Advances, U.K. Overadvances and U.K. Protective Advances.

“Event of Default” has the meaning assigned to such term in Section 8.01.

“Excess Availability” means, at any time, (1) the Line Cap at such time minus (2) the aggregate Revolving Facility Credit Exposures (excluding the Ancillary Facility Exposure) at such time.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Accounts’” means any Deposit Account, securities account, commodity account or any other deposit account of any Borrower or Restricted Subsidiary (and all cash, Cash Equivalents and other securities or investments credited thereto or deposited therein): (1) that does not have an individual ending balance in excess of $1.0 million or in the aggregate with each other account described in this clause (1), in excess of $10.0 million; (2) the balance of which is swept at the end of each Business Day into a deposit account, securities account or commodity account subject to a control agreement, so long as such daily sweep is not terminated or modified (other than to provide that the balance in such deposit account, securities account or commodity account is swept into another deposit account, securities account or commodity account subject to a control agreement) without the consent of the Collateral Agent; (3) that is a Trust Account; (4) any Deposit Account of any Borrower or any Restricted Subsidiary the balance of which consists solely of identifiable proceeds of any sale or other disposition of any Term Priority Collateral including the Asset Sale Proceeds Account (as defined in the Term Loan Credit Agreement) so long as all amounts on deposit therein constitute Term Priority Collateral; or (5) to the extent that it is cash collateral for letters of credit (other than Letters of Credit) to the extent permitted hereunder.

“Excluded Contributions” means, as of any date, the aggregate amount of the net cash proceeds and Cash Equivalents, together with the aggregate fair market value (determined in good faith by a Responsible Officer of Holdings) of other assets that are used or useful in a business permitted under Section 6.08, received by Holdings after the Closing Date from:

(1)         contributions to its common equity capital; or

(2)         the sale of Capital Stock of Holdings;

in each case, designated as Excluded Contributions pursuant to a certificate of a Responsible Officer of Holdings on the date such contribution is made or such Capital Stock is sold, less the aggregate amount of Investments made pursuant to Section 6.04(28), in each case prior to such date; provided that the proceeds of Disqualified Stock, Cure Amounts and any net cash proceeds that are used prior to such date (A) to make Restricted Payments under Section 6.06(1) or Section 6.06(2)(b) or (B) for Contribution Indebtedness, will not be treated as Excluded Contributions.

“Excluded Subsidiary” means any:

(1)         Immaterial Subsidiary;

(2)         Subsidiary that is not a Wholly Owned Subsidiary of Holdings;

(3)         Unrestricted Subsidiary;

(4)         CFC;

(5)         FSHCO;

(6)         Subsidiary of a CFC or FSHCO;

(7)         Subsidiary that is not either (i) a Domestic Subsidiary or (ii) organized under the laws of a Specified Foreign Jurisdiction;

(8)         Subsidiary if acting as a Guarantor, or its Guarantee, would, and only so long as it would, (a) be prohibited by law or regulation or by any contractual obligation existing on the (but not incurred in anticipation of) Closing Date or on the date such subsidiary is acquired or organized (as long as, in the case of an acquisition of a subsidiary, such prohibition did not arise as part of such acquisition) or (b) require a governmental or regulatory consent, approval, license or authorization (unless such consent, approval, license or authorization has been received);

(9)         Subsidiary that is a Captive Insurance Company, not-for-profit Subsidiary or Subsidiary which is a special purpose entity for securitization transaction (including any Receivables Subsidiary) or like special purposes; and

(10)       any Subsidiary that would be excluded by the Guaranty and Security Principles.

in each case, unless Holdings determines in its sole discretion, upon notice to the Administrative Agent, that any of the foregoing Persons (other than a Subsidiary that is not a Wholly Owned Subsidiary of Holdings (other than Venator Pigments GmbH & Co KG)) should not be an Excluded Subsidiary; provided that in the case of any Restricted Subsidiary that is a Foreign Subsidiary not organized in a Specified Foreign Jurisdiction, the jurisdiction of such Foreign Subsidiary is acceptable to the Administrative Agent in its reasonable discretion unless the Guarantee to be provided by such Foreign Subsidiary is consistent with the credit support provided by the other Guarantors (or as otherwise may be acceptable to the Administrative Agent in its reasonable discretion). Notwithstanding the foregoing, a Restricted Subsidiary may be an Excluded Subsidiary in circumstances where Holdings and the Administrative Agent reasonably agree that any of the cost, difficulty, burden or consequences of such Restricted Subsidiary providing a Guarantee of the Obligations is excessive in relation to the value afforded thereby.

“Excluded Pension Assets” means assets pledged as security for Holdings’ or any of its Restricted Subsidiaries’ pension obligations under applicable U.K. law or regulation; provided that (1) the aggregate amount of such assets at any time do not have an aggregate book value in excess of $50,000,000 and (2) such assets shall not constitute, or be of a type that would constitute, ABL Priority Collateral.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

“Excluded Taxes” means, with respect to any Recipient of any payment to be made by or on account of any obligation of any Loan Party under the Loan Documents:

(1)         Taxes imposed on or measured by its net income (however denominated) or franchise Taxes imposed in lieu of net income Taxes, and branch profits Taxes, in each case, (a) imposed as a result of such Recipient being organized under the laws of, or having its principal office, principal place of business or, in the case of any Lender, its applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (b) that are Other Connection Taxes;

(2)         any U.S. federal withholding Tax imposed on amounts payable hereunder to or for the account of a Recipient under any law applicable at the time such Recipient becomes a party to this Agreement (other than pursuant to an assignment request by the Borrower under Section 2.19) (or in the case of a Lender, under any law applicable at the time such Lender changes its Lending Office), except to the extent that the Recipient’s assignor (if any), at the time of assignment (or such Lender immediately before it changed its Lending Office), was entitled to receive additional amounts from the applicable Loan Party with respect to such withholding Tax pursuant to Section 2.17(1) or Section 2.17(4);

(3)         any Tax Deduction on account of Tax imposed by Spain on amounts payable hereunder to or for the account of a Recipient who is not a Spanish Qualifying Lender at the time such Recipient becomes a party to this Agreement (or in the case of an Initial Lender, at the time such Initial Lender changes its Lending Office) or, being a Spanish Qualifying Lender at that time, has ceased to be a Spanish Qualifying Lender or is not entitled to receive interest free and clear from Spanish withholding Tax, other than as a result of any change in (or in the interpretation, administration or application of) any law or double taxation agreement, or any published practice or published concession of any relevant Tax authority that has taken place after that time;

(4)         Taxes that are attributable to such Recipient’s failure to comply with Section 2.17(6) or Section 2.17(8);

(5)         any Tax Deduction (other than a U.K. Tax Deduction) in respect of a payment to a Lender that could have been made without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration or application of) any law or double taxation agreement, or any published practice or published concession of any relevant Tax authority;

(6)         any Tax Deduction on account of Tax imposed by France on a payment made to a Lender if such Tax Deduction is imposed solely because this payment is made to (i) an account opened in the name of or for the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction or (ii) a Lender Party incorporated or acting through a Facility Office (or the office of the Administrative Agent) situated in a Non-Cooperative Jurisdiction;

(7)         any Taxes imposed under FATCA;

(8)         any Bank Levy (or any payment attributable to a Bank Levy); and

(9)         any Taxes under the laws of Germany arising solely due to the fact that the Obligations are secured (directly or indirectly) by real estate located in Germany (inländische Grundstücke) or any domestic rights treated as real property under German Civil Law (inländische Rechte die den Vorschriften des Bürgerlichen Rechts über Grundstücke unterliegen) within the meaning of section 49 para. 1 no. 5 lit. c) aa) Income Tax Act (Einkommensteuergesetz – EStG).

“Existing Huntsman Indebtedness” means (i) that certain Credit Agreement, dated as of August 16, 2005 (as amended, restated, modified or otherwise supplemented from time to time prior to the Closing Date) by and among Huntsman, the guarantors party thereto, the lenders party thereto, and JPMCB, as administrative agent and collateral agent, (ii) the notes due 2020 issued pursuant to that certain Indenture, dated as of November 19, 2012 (as amended, restated, modified or otherwise supplemented from time to time prior to the Closing Date), among Huntsman, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee, and any supplemental or additional indenture entered into with respect thereto, (iii) the notes due 2021 issued pursuant that that certain Indenture, dated as of December 23, 2013 (as amended, restated, modified or otherwise supplemented from time to time prior to the Closing Date), among Huntsman, the guarantors party thereto and Wilmington Trust, National Association, as trustee, and any supplemental or additional indenture entered into with respect thereto, (iv) the notes due 2022 issued pursuant to that certain Indenture, dated as of November 13, 2014 (as amended, restated, modified or otherwise supplemented from time to time prior to the Closing Date), among Huntsman, the guarantors party thereto and Wilmington Trust, National Association, as trustee, and any supplemental or additional indenture entered into with respect thereto and (v) those certain senior notes due 2025 issued pursuant to the terms of that certain Indenture, dated as of March 31, 2015 (as amended, restated, modified or otherwise supplemented from time to time prior to the Closing Date), among Huntsman, the guarantors party thereto and Wilmington Trust, National Association, as trustee, and any supplemental or additional indenture entered into with respect thereto.

“Existing Letters of Credit” means those Letters of Credit described on Schedule 1.01(1) hereto.

“Extended Commitments” has the meaning assigned to such term in Section 2.22(1).

“Extended Loans” has the meaning assigned to such term in Section 2.22(1).

“Extending Lender” has the meaning assigned to such term in Section 2.22(1).

“Extension” has the meaning assigned to such term in Section 2.22(1).

“Extension Amendment” has the meaning assigned to such term in Section 2.22(2).

“Extension Offer” has the meaning assigned to such term in Section 2.22(1).

“Facility” means each of the U.S./Canadian Revolving Facility, the French Revolving Facility and the European Revolving Facility.

“Facility Office” means the office or offices notified by a Lender to the Agents in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement.

“FATCA” means:

(a)                sections 1471 to 1474 of the Code or any associated regulations;

(b)                any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

(c)                any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

“FATCA Deduction” means a deduction or withholding from a payment under any Loan Document required by FATCA.

“FCA” has the meaning assigned to such term in Section 1.18.

“FCPA” has the meaning assigned to such term in Section 3.20(3).

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

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

“Fee Letter” means the applicable fee letter(s) with respect to the Revolving Facility dated on or about June 20, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified).

“Fees” means the Commitment Fees, the L/C Participation Fees, the Issuing Bank Fees, Administrative Agent Fees and all other fees set forth in the Fee Letter and relating hereto.

“Finance Party” means the Administrative Agent, the Collateral Agent, the Arrangers, the Bookrunners, the Documentation Agent, the Syndication Agent or a Lender.

“Financial Officer” means, with respect to any Person, the chief financial officer, president, principal accounting officer, director of financial services, treasurer, assistant treasurer or controller of such Person or any other senior officer or director with equivalent duties.

“Financial Performance Covenant” means the covenant set forth in Section 6.10.

“Financial Support Direction” shall mean a financial support direction issued by the Pensions Regulator under section 43 of the Pensions Act 2004 (UK).

“First Lien Net Leverage Ratio” means, as of any date, the ratio of Consolidated First Lien Net Debt as of such date to Consolidated EBITDA for the most recent four fiscal quarter period for which Required Financial Statements have been delivered (or were required to be delivered), calculated on a Pro Forma Basis.

“Fixed Amounts” has the meaning assigned to such term in Section 1.07(2).

“Fixed Charge Coverage Ratio” means, as of any date, the ratio of:

(1)         (a) Consolidated EBITDA of Holdings for the most recent period of four consecutive fiscal quarters for which Required Financial Statements have been delivered (or were required to be delivered), calculated on a Pro Forma Basis, minus (b) non-financed Capital Expenditures of Holdings and its Restricted Subsidiaries during such period that were paid in cash during such period (it being understood that Capital Expenditures funded with proceeds of Revolving Loans will not be deemed to be “financed” for the purpose of this clause (b)) minus (c) taxes of Holdings and the Restricted Subsidiaries based on income that were paid or payable in cash during such period (including tax distributions paid in cash during such period) to

(2)         Fixed Charges of Holdings for such period.

“Fixed Charges” means, for any period, the sum without duplication, of the following for such period:

(1)         the Consolidated Interest Expense of Holdings that was paid or payable in cash during such period; plus

(2)         all scheduled principal amortization payments that were paid or payable in cash during such period with respect to Indebtedness for borrowed money of Holdings and its Restricted Subsidiaries, including payments in respect of Capital Lease Obligations, but excluding payments with respect to intercompany Indebtedness; plus

(3)         all cash dividend payments (excluding items eliminated in consolidation and payments on account of tax distributions) paid in cash on any series of Disqualified Stock during such period.

“Flood Certificate” means a completed “Life-of-Loan”, “Standard Flood Hazard Determination Form” of the Federal Emergency Management Agency or any successor Governmental Authority performing a similar function (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the applicable property owner relating thereto).

“Flood Program” means the National Flood Insurance Program created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994, the Flood Insurance Reform Act of 2004 and the Biggert-Waters Flood Insurance Reform Act of 2012, in each case as amended from time to time, and any successor statutes, together with all statutory and regulatory provisions consolidating, amending, replacing, supplementing, implementing or interpreting any of the foregoing, as amended and modified from time to time.

“Flood Zone” means areas having special flood hazards as described in the Flood Program.

“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the Restatement Agreement Effective Date) with respect to LIBO Rate, EURIBOR Rate, CDOR Rate or Daily Simple RFR, as applicable.

“Foreign Lender” means any Lender or Issuing Bank that is organized under the laws of a jurisdiction other than the United States of America. For purposes of this definition, the United States of America, each state thereof and the District of Columbia will be deemed to constitute a single jurisdiction.

“Foreign Security Documents” means the Canadian Security Documents, the German Security Documents, the French Security Documents, the Luxembourg Security Documents, the Spanish Security Documents and the U.K. Security Documents, including, in each case, those documents set forth on Schedule 1.01(3).

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

“French Borrower” and “French Borrowers” have the respective meanings assigned to such terms in the recitals hereto.

“French Borrowing Base” means, in respect of each French Borrower at any time, the sum of:

(1)         (x) 85% of the Eligible Accounts (other than Eligible Investment Grade Accounts) of such French Borrower plus (y) 90% of the Eligible Investment Grade Accounts of such French Borrower; plus

(2)         the positive amount, if any, by which the U.S. Borrowing Base (after giving effect to any amount of the U.S. Borrowing Base included in any other Borrowing Base (other than the U.S. Borrowing Base)) exceeds the U.S. Revolving Facility Credit Exposure; less

(3)         Reserves.

Notwithstanding anything to the contrary contained herein, any Acquired Asset ABL Priority Collateral owned by a French Borrower will immediately be included in the French Borrowing Base for such French Borrower at a value equal to the Acquired Asset Borrowing Base Calculation thereof; provided, that if the Borrowers have not delivered, at their expense, a customary field examination reasonably acceptable to Administrative Agent within 90 days of the acquisition of such Acquired Asset ABL Priority Collateral (or such longer period as the Administrative Agent may reasonably agree), such Acquired Asset ABL Priority Collateral will cease to be eligible for inclusion in the French Borrowing Base.

“French Guarantors” means: (1) each Wholly Owned Subsidiary of Holdings organized under the laws of France on the Closing Date (other than any Excluded Subsidiary) and (2) each Wholly Owned Subsidiary of Holdings organized under the laws of France (other than any Excluded Subsidiary) that becomes, or is required to become, a party to the French Security Documents after the Closing Date pursuant to Section 5.10; provided that for the avoidance of doubt, “French Guarantors” shall not include “French Borrowers”.

“French Issuing Bank Fees” has the meaning assigned to such term pursuant to Section 2.12(4).

“French L/C Disbursement” means a payment or disbursement made by an Issuing Bank pursuant to a U.S./Canadian Letter of Credit.

“French L/C Participation Fee” has the meaning assigned to such term pursuant to Section 2.12(4).

“French Letter of Credit” has the meaning assigned to such term pursuant to Section 2.05.

“French Letter of Credit Commitment” means, with respect to each Issuing Bank, the commitment of such Issuing Bank to issue French Letters of Credit pursuant to Section 2.05. The French Letter of Credit Commitments of each of the Issuing Banks on the Restatement Agreement Effective Date shall be those Commitments listed on Schedule I to the Restatement Agreement. Any Issuing Bank shall be permitted at any time to increase its French Letter of Credit Commitment with the written consent of Holdings and notice to the Administrative Agent of such increase, so long as all Issuing Bank’s French Letter of Credit Commitments do not exceed the French Letter of Credit Sublimit.

“French Letter of Credit Sublimit” means the aggregate French Letter of Credit Commitments of the Issuing Banks, in an amount not to exceed $15 million.

“French Line Cap” means, with respect to any French Borrower, at any time, the lesser of (1) the aggregate amount of French Revolving Facility Commitments and (2) the French Borrowing Base with respect to such French Borrower then in effect.

“French Loan Parties” means the French Borrowers and the French Guarantors.

“French Borrowing Obligations” shall mean on any date, the portion of the Obligations outstanding that are owing by French Borrowers to the French Revolving Lenders, as Borrowers under the French Revolving Facility.

“French Obligations” means:

(1)         all amounts owing to any Agent, any Issuing Bank or any Lender from a French Loan Party pursuant to the terms of this Agreement or any other Loan Document, including all interest and expenses accrued or accruing (or that would, absent the commencement of an insolvency or liquidation proceeding, accrue) after the commencement by or against any French Loan Party of any proceeding under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal, state, provincial, territorial or foreign bankruptcy, insolvency, receivership or similar law naming such French Loan Party as the debtor in such proceeding, in accordance with and at the rate specified in this Agreement, whether or not the claim for such interest or expense is allowed or allowable as a claim in such proceeding;

(2)         all amounts owing from a French Loan Party to any Qualified Counterparty under any Specified Hedge Agreement;

(3)         any obligations owing from a French Loan Party pursuant to the Ancillary Facility and any Ancillary Extensions of Credit thereunder; and

(4)         any Cash Management Obligations of any French Loan Party;

provided that:

(a)                the Obligations of any French Loan Party under any Specified Hedge Agreement, Cash Management Obligations and the Ancillary Facility and any Ancillary Extensions of Credit thereunder will be secured and Guaranteed pursuant to the French Security Documents (other than the French Receivables Assignments) and the Guaranty as provided by a French Loan Party only to the extent that, and for so long as, the other French Obligations are so secured and Guaranteed; and

(b)                any release of Collateral or Guarantors effected in the manner permitted by this Agreement, the Guaranty or any French Security Document will not require the consent of any Cash Management Bank, Qualified Counterparty or any party to the Ancillary Facility or any Ancillary Extension of Credit thereunder pursuant to any Loan Document.

“French Obligations Guarantors” means each Loan Party which has provided a guaranty of the French Obligations of any French Borrower pursuant to the Guaranty (and subject to the limitations set forth therein and/or in Section 1.16 as far as applicable, in each case excluding any Excluded Subsidiary and subject to the Guaranty and Security Principles.

“French Overadvance” has the meaning assigned to such term in Section 2.01(2).

“French Receivables Assignments” means:

(a)                the master receivables assignment agreement under French law dated on or about the date of this Agreement between Venator France SAS, as Assignor, the Collateral Agent, as security agent on behalf of the French Revolving Lenders, and the French Revolving Lenders as assignees; and

(b)                each receivables assignment form (acte de cession de créances professionnelles à titre de garantie) executed by Venator France SAS in accordance with the master receivables assignment agreement referred to in paragraph (a) above.

“French Protective Advance” has the meaning assigned to such term in Section 2.01(3).

“French Revolving Facility” means the French Revolving Facility Commitments (including any Incremental Commitments that are French Revolving Facility Commitments) and the extensions of credit made hereunder by the French Revolving Lenders.

“French Revolving Facility Commitment” means, with respect to a Lender, the commitment of such Lender, if any, to make French Revolving Loans pursuant to Section 2.01, expressed as an amount representing the maximum aggregate permitted amount of such Lender’s French Revolving Facility Credit Exposure hereunder, as such commitment may be (1) reduced from time to time pursuant to Section 2.08, (2) reduced or increased from time to time pursuant to assignments by or to such Lender under Section 10.04 or (3) increased from time to time under Section 2.21. The amount of each Lender’s French Revolving Facility Commitment as of the Restatement Agreement Effective Date is set forth on Schedule I to the Restatement Agreement or in the Assignment and Acceptance pursuant to which such Lender has assumed its French Revolving Facility Commitment, as applicable. The aggregate amount of the Lenders’ French Revolving Facility Commitment on the Restatement Agreement Effective Date is $25.0 million.

“French Revolving Facility Credit Exposure” means, with respect to each French Borrower, at any time, the sum of:

(1)         the aggregate principal amount of the French Revolving Loans made to such French Borrower outstanding at such time; and

(2)         the French Revolving L/C Exposure with respect to Letters of Credit issued on behalf of such French Borrower at such time.

The French Revolving Facility Credit Exposure with respect to any French Borrower of any Revolving Lender at any time will be, subject to adjustment as expressly provided in Section 2.23, the product of (a) such Revolving Lender’s French Revolving Facility Percentage and (b) the aggregate French Revolving Facility Credit Exposure with respect to such French Borrower of all Revolving Lenders, collectively, at such time.

“French Revolving Facility Percentage” means, with respect to any Revolving Lender, the percentage of the total French Revolving Facility Commitments represented by such Lender’s French Revolving Facility Commitment. If the French Revolving Facility Commitments have terminated or expired, the French Revolving Facility Percentages will be determined based upon the French Revolving Facility Commitments most recently in effect, giving effect to any assignments pursuant to Section 10.04.

“French Revolving L/C Exposure” means, with respect to any French Borrower, at any time the sum of (1) the aggregate undrawn face amount of all French Letters of Credit issued on behalf of such French Borrower outstanding at such time and (2) the aggregate principal amount of all French L/C Disbursements with respect to such French Borrower that have not yet been reimbursed at such time. The French Revolving L/C Exposure with respect to any French Borrower of any Revolving Lender at any time will mean its French Revolving Facility Percentage of the aggregate French Revolving L/C Exposure of such French Borrower at such time. For all purposes of this Agreement, if on any date of determination a French Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the International Standard Practices, International Chamber of Commerce No. 590, such French Letter of Credit will be deemed to be “outstanding” in the amount so remaining available to be drawn. Unless otherwise specified herein, the amount of a French Letter of Credit at any time will be deemed to be the stated amount of such French Letter of Credit in effect at such time; provided that, with respect to any French Letter of Credit that by its terms or the terms of any document related thereto provides for one or more automatic increases in the stated amount thereof, the amount of such French Letter of Credit will be deemed to be the maximum stated amount of such French Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

“French Revolving Lender” means each financial institution listed on Schedule I to the Restatement Agreement (other than any such Person that has ceased to be a party hereto pursuant to an Assignment and Acceptance in accordance with Section 10.04) having a French Revolving Facility Commitment, as well as any Person that becomes a French Revolving Lender hereunder pursuant to Section 10.04, which, for the avoidance of doubt, shall include any Issuing Bank having issued, or which may issue, a French Letter of Credit to a French Borrower.

“French Revolving Loans” has the meaning assigned to such term in Section 2.01(1) and will include any French Overadvances and French Protective Advances.

“French Security Documents” means the documents referred to as such on Schedule 1.01(3) and/or Schedule 5.16 each of the security agreements and other instruments and documents executed and delivered by any French Loan Party pursuant thereto or pursuant to Section 5.10.

“Fronting Exposure” means, at any time there is a Defaulting Lender, (1) with respect to the Issuing Banks, (a) such Defaulting Lender’s U.S./Canadian Revolving Facility Percentage of the outstanding U.S. Revolving L/C Exposure or Canadian Borrower Revolving L/C Exposure, as applicable, other than U.S. Revolving L/C Exposure or Canadian Borrowing Revolving L/C Exposure, as applicable, as to which such Defaulting Lender’s participation obligation has been reallocated to non-Defaulting Lenders or cash collateralized or backstopped in accordance with the terms hereof, (b) such Defaulting Lender’s European Revolving Facility Percentage of the outstanding German Revolving L/C Exposure, Spanish Revolving L/C Exposure or U.K. Borrower Revolving L/C Exposure, as applicable, other than German Revolving L/C Exposure, Spanish Revolving L/C Exposure or U.K. Borrowing Revolving L/C Exposure, as applicable, as to which such Defaulting Lender’s participation obligation has been reallocated to non-Defaulting Lenders or cash collateralized or backstopped in accordance with the terms hereof and (c) such Defaulting Lender’s French Revolving Facility Percentage of the outstanding French L/C Exposure with respect to the applicable French Borrower, other than French Revolving L/C Exposure as to which such Defaulting Lender’s participation obligation has been reallocated to non-Defaulting Lenders or cash collateralized or backstopped in accordance with the terms hereof and (2) with respect to the Swingline Lenders, such Defaulting Lender’s U.S./Canadian Revolving Facility Percentage of Swingline Loans other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders in accordance with the terms hereof.

“FSHCO” means any Subsidiary of Holdings, substantially all of the assets of which consist of Equity Interests or Indebtedness of one or more CFCs.

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time, including those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession (but excluding the policies, rules and regulations of the SEC applicable only to public companies).

Notwithstanding anything to the contrary above or in the definition of Capital Lease Obligations or Capital Expenditures, in the event of a change under GAAP (or the application thereof) requiring any leases to be capitalized that are not required to be capitalized as of the Closing Date, only those leases that would result or would have resulted in Capital Lease Obligations or Capital Expenditures on the Closing Date (assuming for purposes hereof that they were in existence on the Closing Date) will be considered capital leases and all calculations under this Agreement will be made in accordance therewith.

“German Borrower” and “German Borrowers” have the respective meanings assigned to such terms in the recitals hereto.

“German Borrowing Base” means, with respect to each German Borrower, at any time, the sum of:

(1)         (x) 85% of the Eligible Accounts (other than Eligible Investment Grade Accounts) owned by such German Borrower plus (y) 90% of the Eligible Investment Grade Accounts owned by such German Borrower; plus

(2)         the lesser of (i) 70% of the Cost of Eligible Inventory owned by such German Borrower and (ii) 85% of the Net Orderly Liquidation Value of Eligible Inventory owned by such German Borrower; plus;

(3)         the positive amount, if any, by which the U.S. Borrowing Base (after giving effect to any amount of the U.S. Borrowing Base included in any other Borrowing Base (other than the U.S. Borrowing Base)) exceeds the U.S. Revolving Facility Credit Exposure; less

(4)         Reserves.

Notwithstanding anything to the contrary contained herein, any Acquired Asset ABL Priority Collateral owned by a German Borrower will immediately be included in the German Borrowing Base for such German Borrower at a value equal to the Acquired Asset Borrowing Base Calculation thereof; provided, that if the Borrowers have not delivered, at their expense, a customary field examination and inventory appraisal reasonably acceptable to Administrative Agent within 90 days of the acquisition of such Acquired Asset ABL Priority Collateral (or such longer period as the Administrative Agent may reasonably agree), such Acquired Asset ABL Priority Collateral will cease to be eligible for inclusion in the German Borrowing Base.

“German Guarantor” means: (1) each Wholly Owned Subsidiary of Holdings organized under the laws of Germany (other than any Excluded Subsidiary) on the Closing Date or (2) each Wholly Owned Subsidiary of Holdings organized under the laws of Germany that becomes, or is required to become, a party to the German Security Documents after the Closing Date pursuant to Section 5.10.

“German Issuing Bank Fees” has the meaning assigned to such term pursuant to Section 2.12(5).

“German L/C Participation Fee” has the meaning assigned to such term pursuant to Section 2.12(5).

“German Line Cap” means, with respect to any German Borrower, at any time, the lesser of (1) the aggregate amount of European Revolving Facility Commitments and (2) the German Borrowing Base with respect to such German Borrower then in effect.

“German Loan Parties” means the German Borrowers and the German Guarantors.

“German Obligations” means:

(1)         all amounts owing to any Agent, any Issuing Bank or any Lender from a German Loan Party pursuant to the terms of this Agreement or any other Loan Document, including all interest and expenses accrued or accruing;

(2)         all amounts owing from a German Loan Party to any Qualified Counterparty under any Specified Hedge Agreement;

(3)         any obligations owing from a German Loan Party pursuant to the Ancillary Facility and any Ancillary Extensions of Credit thereunder; and

(4)         any Cash Management Obligations of any German Loan Party;

provided that:

(a)                the Obligations of any German Loan Party under any Specified Hedge Agreement, Cash Management Obligations and the Ancillary Facility and any Ancillary Extensions of Credit thereunder will be secured and Guaranteed pursuant to the German Security Documents and the Guaranty as provided by a German Loan Party only to the extent that, and for so long as, the other German Obligations are so secured and Guaranteed; and

(b)                any release of Collateral or Guarantors effected in the manner permitted by this Agreement, the Guaranty or any German Security Document will not require the consent of any Cash Management Bank, Qualified Counterparty or any party to the Ancillary Facility or any Ancillary Extension of Credit thereunder pursuant to any Loan Document.

“German Obligations Guarantors” means each Loan Party which has provided a guaranty of the German Obligations of any German Borrower pursuant to the Guaranty (and subject to the limitations set forth therein, in each case excluding any Excluded Subsidiary and subject to the Guaranty and Security Principles.

“German Overadvance” has the meaning assigned to such term in Section 2.01(2).

“German Protective Advance” has the meaning assigned to such term in Section 2.01(3).

“German Qualifying Lender”: in respect of interest payable by the German Borrower, a Lender which is beneficially entitled to interest payable to that Lender in respect of any amounts hereunder and is:

(1)         resident for tax purposes in Germany;

(2)         lending through a Facility Office in Germany to which the relevant interest payment is effectively attributable for tax purposes; or

(3)         a German Treaty Lender.

“German Resident” means any Guarantor or any Subsidiary that qualifies as a resident party domiciled in Germany (Inländer) within the meaning of Section 2 paragraph 15 of the German Foreign Trade Act (Außenwirtschaftsgesetz) (including its directors, managers, officers, agents and employees).

“German Revolving Facility Credit Exposure” means, with respect to any German Borrower, at any time, the sum of the following amounts:

(1)         the aggregate principal amount of the European Revolving Loans made to such German Borrower outstanding at such time; and

(2)         the German Revolving L/C Exposure with respect to Letters of Credit issued on behalf of such German Borrower at such time.

The German Revolving Facility Credit Exposure of any Revolving Lender with respect to any German Borrower at any time will be, subject to adjustment as expressly provided in Section 2.23, the product of (a) such Revolving Lender’s European Revolving Facility Percentage and (b) the aggregate German Revolving Facility Credit Exposure with respect to such German Borrower of all Revolving Lenders, collectively, at such time.

“German Revolving L/C Exposure” means, with respect to any German Borrower at any time the sum of (1) the aggregate undrawn face amount of all European Letters of Credit issued on behalf of such German Borrower outstanding at such time and (2) the aggregate principal amount of all European L/C Disbursements made with respect to European Letters of Credit issued on behalf of such German Borrower that have not yet been reimbursed at such time. The German Revolving L/C Exposure of any Revolving Lender at any time will mean its European Revolving Facility Percentage of the aggregate German Revolving L/C Exposure with respect to such German Borrower at such time. For all purposes of this Agreement, if on any date of determination a European Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the International Standard Practices, International Chamber of Commerce No. 590, such European Letter of Credit will be deemed to be “outstanding” in the amount so remaining available to be drawn. Unless otherwise specified herein, the amount of a European Letter of Credit at any time will be deemed to be the stated amount of such European Letter of Credit in effect at such time; provided that, with respect to any European Letter of Credit that by its terms or the terms of any document related thereto provides for one or more automatic increases in the stated amount thereof, the amount of such European Letter of Credit will be deemed to be the maximum stated amount of such European Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

“German Security Documents” means the collective reference to those documents identified as “Initial German Security Documents” on Schedule 1.01(3) and each of the security agreements and other instruments and documents executed and delivered by any German Loan Party pursuant thereto or pursuant to Section 5.10.

“German Treaty”: as defined in the definition of “German Treaty State”.

“German Treaty Lender”: a Lender which (a) is treated as a resident of a German Treaty State for the purposes of the German Treaty; and (b) is entitled to receive payments of interest without a deduction of Tax imposed by Germany under the German Treaty; and (c) does not carry on a business in Germany through a permanent establishment with which that Lender’s participation in the Loan is effectively connected.

“German Treaty State”: a jurisdiction having a double taxation agreement with Germany (a “German Treaty”) which makes provision for full exemption from tax imposed by Germany on interest payable pursuant to any Loan Document.

“Governmental Authority” means any federal, state, provincial, territorial, municipal, local, national, transnational, foreign or other governmental department, commission, board, tribunal, bureau, ministry, court, agency, authority, instrumentality or regulatory, legislative, judicial or arbitral body, or other law, rule or regulation-making entity, or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court.

“Guarantee” of or by any Person (the “guarantor”) means:

(1)         any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another 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 (whether arising by virtue of partnership arrangements, by agreement to keep well, to purchase assets, goods, securities or services, to take or pay or otherwise) or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness or other obligations;

(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;

(d)                entered into for the purpose of assuring in any other manner the holders of such Indebtedness or other obligation of the payment thereof or to protect such holders against loss in respect thereof (in whole or in part); or

(e)                as an account party in respect of any letter of credit, bank guarantee or other letter of credit guaranty issued to support such Indebtedness or other obligation; or

(2)         any Lien on any assets of the guarantor securing any Indebtedness (or any existing right, contingent or otherwise, of the holder of Indebtedness to be secured by such a Lien) of any other Person, whether or not such Indebtedness or other obligation is assumed by the guarantor;

provided, that the term “Guarantee” will not include endorsements of instruments for deposit or collection in the ordinary course of business or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted by this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee will be deemed to be an amount equal to the stated or determinable amount of the Indebtedness in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith, subject to any local limitations as set forth in this Agreement or in the Guaranty and Security Principles.

“Guarantor” means, (i) with respect to the U.S. Obligations, each U.S. Obligations Guarantors, (ii) with respect to the Canadian Obligations, each Canadian Obligations Guarantor, (iii) with respect to the French Obligations, each French Obligations Guarantor, (iv) with respect to the German Obligations, each German Obligations Guarantor, (v) with respect to the Spanish Obligations, each Spanish Obligations Guarantor and (vi) with respect to the U.K. Obligations, each U.K. Obligations Guarantor.

“Guaranty” means the guaranty made by Holdings and the other Guarantors in favor of the Administrative Agent on behalf of the Secured Parties, dated as of the Closing Date, as amended, supplemented or otherwise modified from time to time.

“Guaranty and Security Principles” means the Guaranty and the Security Principles set forth in Schedule 1.01(2); provided, that the Guaranty and Security Principles shall not apply to any ABL Priority Collateral of any Borrower.

“Hazardous Materials” means all pollutants, contaminants, wastes, chemicals, materials, substances and constituents, including explosive or radioactive substances or petroleum or petroleum byproducts or distillates, friable asbestos or friable asbestos-containing materials, polychlorinated biphenyls or radon gas, in each case, that are regulated or would reasonably be expected to give rise to liability 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 or any similar transaction or any combination of these transactions, in each case, not entered into for speculative purposes; 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 Holdings or any of its Subsidiaries will be a Hedge Agreement.

“Holdings” has the meaning assigned to such term in the preamble hereto.

“Huntsman” has the meaning assigned to such term in the recitals hereto.

“Huntsman-Clariant Merger” means the merger of Huntsman Corporation with a wholly-owned subsidiary of Clariant.

“Huntsman Release” means the termination of all guarantees, commitments and other obligations of Holdings and its Subsidiaries under the Existing Huntsman Indebtedness and the termination and release of all Liens related thereto.

“IFRS” means International Financial Reporting Standards and applicable accounting requirements set by the International Accounting Standards Board or any successor thereto (or the Financial Accounting Standards Board, the Accounting Principles Board of the American Institute of Certified Public Accountants, or any successor to either such Board, or the SEC, as the case may be), as in effect from time to time.

“Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary that (1) did not, as of the last day of the most recent fiscal quarter of Holdings for which Required Financial Statements have been delivered (or were required to be delivered), have assets with a value in excess of 2.5% of the Consolidated Total Assets or revenues representing in excess of 2.5% of total revenues of Holdings and the Restricted Subsidiaries for the period of four consecutive fiscal quarters for which Required Financial Statements have been delivered (or were required to be delivered), calculated on a consolidated basis in accordance with GAAP; and (2) taken together with all Immaterial Subsidiaries as of the last day of the most recent fiscal quarter of Holdings for which Required Financial Statements have been delivered (or were required to be delivered), did not have assets with a value in excess of 5.0% of Consolidated Total Assets or revenues representing in excess of 5.0% of total revenues of Holdings and the Restricted Subsidiaries on a consolidated basis for such four-quarter period.

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

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

“Incremental Commitment” has the meaning assigned to such term in Section 2.21(1).

“Incremental Equivalent Term Debt” has the meaning assigned to such term in the Term Loan Credit Agreement.

“Incremental Revolving Facility Increase” has the meaning assigned to such term in Section 2.21(1).

“Incremental Facility Amendment” has the meaning assigned to such term in Section 2.21(6)(a).

“Incremental Lender” has the meaning assigned to such term in Section 2.21(5).

“Incurrence Based Amounts” has the meaning assigned to such term in Section 1.07(3).

“Indebtedness” means, with respect to any Person, without duplication:

(1)         all obligations of such Person for borrowed money;

(2)         all obligations of such Person evidenced by bonds, debentures, notes or similar instruments;

(3)         all obligations of such Person under conditional sale or title retention agreements relating to property or assets purchased by such Person;

(4)         all obligations of such Person issued or assumed as the deferred purchase price of property or services, to the extent the same would be required to be shown as a long-term liability on a balance sheet prepared in accordance with GAAP;

(5)         all Capital Lease Obligations of such Person;

(6)         all net payments that such Person would have to make in the event of an early termination, on the date Indebtedness of such Person is being determined, in respect of outstanding Hedge Agreements;

(7)         the principal component of all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and bank guarantees;

(8)         the principal component of all obligations of such Person in respect of bankers’ acceptances;

(9)         all Guarantees by such Person of Indebtedness described in clauses (1) through (8) above; and

(10)       the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock (excluding accrued dividends that have not increased the liquidation preference of such Disqualified Stock);

provided that Indebtedness will not include:

(a)                trade payables, accrued expenses and intercompany liabilities arising in the ordinary course of business;

(b)                prepaid or deferred revenue arising in the ordinary course of business;

(c)                purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase prices of an asset to satisfy unperformed obligations of the seller of such asset; or

(d)                earn-out obligations until such obligations are not paid after becoming due and payable.

The Indebtedness of any Person will include the Indebtedness of any partnership in which such Person is a general partner, other than to the extent that the instrument or agreement evidencing such Indebtedness expressly limits the liability of such Person in respect thereof.

“Indemnified Taxes” means (1) all Taxes other than Excluded Taxes imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document; and (2) to the extent not otherwise described in clause (1), Other Taxes.

“Indemnitee” has the meaning assigned to such term in Section 10.05(2).

“Initial Lender” means each financial institution listed on Schedule 2.01.

“Initial Lender Certificate” means a certificate substantially in a form reasonably acceptable to the Administrative Agent.

“Initial Venator Distribution Transaction” has the meaning assigned to such term in the recitals hereto.

“Intellectual Property Rights” has the meaning assigned to such term in the US Collateral Agreement.

“Intercreditor Agreement” means the Intercreditor Agreement, dated as of the Closing Date, by and among the Administrative Agent, the Common Collateral Agent, the Collateral Agent, and JPMCB, as administrative agent and collateral agent under the Term Loan Credit Agreement, and Holdings and the other Loan Parties pursuant to this Agreement and the Term Loan Credit Agreement, as amended, restated, supplemented or otherwise modified from time to time.

“Interest Coverage Ratio” means, as of any date, the ratio of (1) the Consolidated EBITDA for the most recent period of four consecutive fiscal quarters for which Required Financial Statements have been delivered (or were required to be delivered), calculated on a Pro Forma Basis, to (2) the sum of (a) the Consolidated Interest Expense of Holdings for such period, calculated on a Pro Forma Basis, and in each case, paid or payable in cash, and (b) all cash dividend payments (excluding items eliminated in consolidation and payments on account of tax distributions) on any series of Disqualified Stock of Holdings or preferred stock of any of the Restricted Subsidiaries, in each case, made during such period.

“Interest Payment Date” means (1) with respect to any Term Benchmark Loan or CDOR Rate Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Term Benchmark Borrowing or CDOR Rate Borrowing with an Interest Period of more than three months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable to such Borrowing and, in addition, the date of any refinancing or conversion of such Borrowing with or to a Borrowing of a different Type, (2) with respect to any RFR Loan, each date that is on the numerically corresponding day in each calendar month that is one month after the Borrowing of such Loan (or, if there is no such numerically corresponding day in such month, then the last day of such month), (3) with respect to any ABR Loan (not including, for the avoidance of doubt, a Swingline Loan), the last Business Day of each fiscal quarter of Holdings, (4) with respect to any Swingline Loan, the day that such Swingline Loan is required to be repaid pursuant to Section 2.09 and (5) each Maturity Date.

“Interest Period” means, as to any Term Benchmark Borrowing or CDOR Rate Borrowing, the period commencing on the date of such Borrowing or on the last day of the immediately preceding Interest Period applicable to such Borrowing, as applicable, and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is one or three months thereafter (or, if agreed by all Lenders, 12 months or such shorter interest period), as Holdings may elect, or the date any Term Benchmark Borrowing or CDOR Rate Borrowing is converted to an ABR Borrowing in accordance with Section 2.03 or repaid or prepaid in accordance with Section 2.09, 2.10 or 2.11; provided that:

(1)           if any Interest Period would end on a day other than a Business Day, such Interest Period will be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period will end on the next preceding Business Day;

(2)           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) will end on the last Business Day of the calendar month at the end of such Interest Period;

(3)           no Interest Period will extend beyond the applicable Maturity Date; and

(4)           no tenor that has been removed from this definition pursuant to Section 2.14 shall be available. Interest will accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period.

“Inventory” means, with respect to a Person, all of such Person’s now owned and hereafter acquired inventory (as defined in the UCC, and shall include the meaning given to the term “Inventory” in any Foreign Security Document), goods and merchandise, wherever located, in each case, to be furnished under any contract of service or held for sale or lease, all returned goods, raw materials, work-in-process, finished goods (including embedded software), other materials, and supplies of any kind, nature or description which are used or consumed in such Person’s business or used in connection with the packing, shipping, advertising, selling, or finishing of such goods, merchandise and other property, and all documents of title or other documents representing the foregoing.

“Inventory Reserves” means reserves against Inventory established in the Administrative Agent’s Reasonable Credit Judgment (without duplication, including duplication as a result of Inventory being otherwise ineligible) equal to the sum of the following:

(1)           Shrink Reserves (if applicable);

(2)           a reserve determined by the Administrative Agent for Inventory that is discontinued, obsolete, unmerchantable, defective or unfit for sale;

(3)           a reserve for customs charges, logistics and shipping charges related to any Inventory in transit;

(4)           a reserve for Inventory which is designated to be returned to vendor or which is recognized as damaged or off quality or not to customer specifications by a Borrower; and

(5)           any other reserve as deemed appropriate by the Administrative Agent in its Reasonable Credit Judgment, from time to time.

“Investment” has the meaning assigned to such term in Section 6.04.

“Investment Grade Account Debtor” means an Account Debtor that, at the time of determination, has a corporate credit rating and/or family rating, as applicable, that is an Investment Grade Rating.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P (or reasonably equivalent ratings of another internationally recognized rating agency).

“Investment Grade Securities” means:

(1)           securities issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality thereof (other than Cash Equivalents);

(2)           securities that have an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among Holdings and its Restricted Subsidiaries;

(3)           corresponding instruments in countries other than the United States customarily utilized for high quality investments and in each case with maturities not exceeding two years from the date of acquisition; and

(4)           investments in any fund that invests at least 95.0% of its assets in investments of the type described in clauses (1) and (2) above which fund may also hold immaterial amounts of cash pending investment and/or distribution.

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

“Issuing Bank” means JPMCB, Citibank N.A., Bank of America, N.A. and each Lender designated as an Issuing Bank pursuant to Section 2.05(13), in each case, in its capacity as an issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.05(10). The Issuing Banks on the Closing Date shall be those Lenders listed on Schedule 2.01 hereto. The Issuing Banks on the Restatement Agreement Effective Date shall be those lenders listed on Schedule I to the Restatement Agreement. An Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank or an underlying issuer, in which case the term “Issuing Bank” will include any such Issuing Bank and such Affiliate or underlying issuer with respect to Letters of Credit issued by such Affiliate or underlying issuer.

“Issuing Bank Fees” has the meaning assigned to such term in Section 2.12(7)(b).

“ITA” means the Income Tax Act (Canada) and the regulations thereunder, as amended.

“Joint Venture” means (a) any Person which would constitute an “equity method investee” of Holdings or any of the Restricted Subsidiaries and (b) any Person in whom Holdings or any of the Restricted Subsidiaries beneficially owns any Equity Interest that is not a Restricted Subsidiary (other than an Unrestricted Subsidiary).

“JPMCB” means JPMorgan Chase Bank, N.A.

“Junior Financing” means (1) any Indebtedness permitted to be incurred hereunder that is contractually subordinated in right of payment to the Obligations or secured by Liens that are contractually subordinated to the Liens securing the Obligations (other than the Term Loan Obligations), (2) any unsecured Indebtedness for borrowed money (other than unsecured Indebtedness in a principal amount not exceeding $15.0 million in the aggregate over the term of this Agreement) or (3) any Permitted Refinancing Indebtedness in respect of any of the foregoing.

“Junior Lien Intercreditor Agreement” means a “junior lien” intercreditor agreement reasonably satisfactory to the Administrative Agent. Upon the request of Holdings, the Administrative Agent and Collateral Agent will execute and deliver a Junior Lien Intercreditor Agreement with the Loan Parties and one or more Debt Representatives for Indebtedness permitted hereunder that is permitted to be secured on a junior basis to the Loans.

“Latest Maturity Date” means, as of any date of determination, the latest Maturity Date of the Revolving Facility Commitments or any Extended Commitments in effect on such date.

“L/C Disbursement” means a U.S./Canadian L/C Disbursement, European L/C Disbursement and/or French L/C Disbursement, as the context may require.

“L/C Participation Fee” means the U.S. L/C Participation Fee, Canadian L/C Participation Fee, French L/C Participation Fee, German L/C Participation Fee, Spanish L/C Participation Fee and/or U.K. L/C Participation Fee, as the context may require.

“LCA Election” has the meaning assigned to such term in Section 1.07(2).

“LCA Test Date” has the meaning assigned to such term in Section 1.07(2).

“Legal Reservations” means:

(1)           the principle that enforceability may be limited by applicable bankruptcy, insolvency, pre-insolvency proceedings (including, insofar as it refers to Spanish Loan Parties, transactions that may derive from articles 583 and subsequent, as well as articles 605 and subsequent of the Spanish Insolvency Law), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law);

(2)           the time barring of claims under any applicable law of any Relevant Jurisdiction, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of stamp duty may be void, the possibility that a court may strike out provisions of a contract as being invalid for reasons of oppression, undue influence or similar reasons and defenses of set-off or counterclaim and similar principles, rights, defenses and limitations under the laws of any applicable jurisdiction;

(3)           the principle that in certain circumstances Liens granted by way of fixed charge may be re-characterized as a floating charge or that Liens purported to be constituted as an assignment may be re-characterized as a charge;

(4)           the principle that additional interest imposed pursuant to any relevant agreement may be held to be unenforceable on the grounds that it is a penalty and therefore void;

(5)           the principle that a court may not give effect to an indemnity for legal costs incurred by an unsuccessful litigant;

(6)           the principle that the creation or purported creation of a Lien over any contract or agreement which is subject to a prohibition on transfer, assignment or charging may be void, ineffective or invalid and may give rise to a breach of the contract or agreement over which a Lien has purportedly been created;

(7)           implied covenants of good faith and fair dealing;

(8)           similar principles, rights and defenses under the laws of any Relevant Jurisdiction; and

(9)           any other matters which are set out as qualifications or reservations as to matters of law of general application in the legal opinions delivered pursuant to this Agreement.

“Lender” means each financial institution listed on Schedule I to the Restatement Agreement (other than any such Person that has ceased to be a party hereto pursuant to an Assignment and Acceptance in accordance with Section 10.04), as well as any Person that becomes a Lender hereunder pursuant to Section 10.04 and any Additional Lender. Unless the context otherwise requires, the terms “Lender” and “Lenders” shall include the Swingline Lender.

“Lender Default” means:

(1)           the refusal (which may be given verbally or in writing and has not been retracted) or failure of any Lender to make available its portion of any Borrowing or reimbursement obligations, which refusal or failure is not cured within two Business Days after the date of such refusal or failure, unless such Lender notifies the Administrative Agent and Holdings in writing that such failure is the result of such Lender’s good faith determination 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;

(2)           the failure of any Lender to pay over to the Administrative Agent, the Issuing Bank or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due;

(3)           the failure of any Lender within three Business Days after request by the Administrative Agent, to confirm that it will comply with its funding obligations under the Revolving Facility; provided that such Lender will cease to be a Defaulting Lender pursuant to this clause (3) upon receipt of such written confirmation by the Administrative Agent and Holdings;

(4)           any Lender has notified Holdings or the Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations under the Revolving Facility or under other similar agreements in which it commits to extend credit;

(5)           any Lender has, or has a direct or indirect parent company that has, become the subject of a Bail-in Action; or

(6)           the admission by any Lender in writing that it is insolvent or such Lender becoming subject to a Lender-Related Distress Event.

“Lender-Related Distress Event” means, with respect to any Lender or any Person that directly or indirectly controls a Lender (each, a “Distressed Person”), as the case may be, a voluntary or involuntary case with respect to such Distressed Person under any debt relief law, or a custodian, conservator, administrator, receiver, interim receiver or similar official is appointed for such Distressed Person or any substantial part of such Distressed Person’s assets, or such Distressed Person or any Person that directly or indirectly controls such Distressed Person is subject to a forced liquidation or Bail-In Action, or such Distressed Person makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority over such Distressed Person or its assets to be, insolvent or bankrupt; provided that a Lender-Related Distress Event will not be deemed to have occurred solely by virtue of the ownership or acquisition of any Equity Interests in any Lender or any Person that directly or indirectly controls such Lender by a Governmental Authority or an instrumentality thereof, unless such ownership interest results in or provides such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Lending Office” means, as to any Lender or Issuing Bank, the applicable branch, office or Affiliate of such Lender or Issuing Bank designated by such Lender or Issuing Bank to make Loans or to issue Letters of Credit.

“Letter of Credit” has the meaning assigned to such term pursuant to Section 2.05.

“Letter of Credit Commitment” means a U.S./Canadian Letter of Credit Commitment, a European Letter of Credit Commitment and/or a French Letter of Credit Commitment, as the context may require.

“Letter of Credit Request” shall mean a request by Holdings for a Letter of Credit in such form as may be approved by the relevant Issuing Bank.

“LIBO Interpolated Rate” means, at any time, with respect to any Term Benchmark Borrowing denominated in Dollars and for any Interest Period, the rate per annum (rounded to the same number of decimal places as the LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO Screen Rate for the longest period (for which the LIBO Screen Rate is available for the applicable currency) that is shorter than the Impacted LIBO Rate Interest Period; and (b) the LIBO Screen Rate for the shortest period (for which the LIBO Screen Rate is available for the applicable currency) that exceeds the Impacted LIBO Rate Interest Period, in each case, at such time; provided that if any LIBO Interpolated Rate shall be less than 0.00%, such rate shall be deemed to be 0.00% for the purposes of this Agreement.

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

“LIBO Screen Rate” means, for any day and time, with respect to any Term Benchmark Borrowing denominated in Dollars and for any Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for such currency for a period equal in length to such Interest Period as displayed on such day and time on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion); provided that if the LIBO Screen Rate as so determined would be less than 0.00%, such rate shall be deemed to be 0.00% for the purposes of this Agreement.

“LIBOR” has the meaning assigned to such term in Section 1.18.

“Lien” means, with respect to any asset (1) any mortgage, deed of trust, lien, hypothecation, pledge, charge, license, security interest or similar encumbrance in or on such asset; or (2) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset; provided that in no event will an operating lease, any capital lease in respect of Real Property permitted hereunder or an agreement to sell be deemed to constitute a Lien.

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

“Line Cap” means, at any time, the lesser of (1) the aggregate Revolving Facility Commitments at such time and (2) the Aggregate Borrowing Base at such time.

“Liquidity Condition” means and will exist during the period from (1) the date on which Excess Availability has been less than the greater of (i) 12.5% of the Line Cap then in effect and (ii) $33.0 million, in either case, for five consecutive Business Days, to (2) the date on which Excess Availability has been at least equal to the greater of (i) 12.5% of the Line Cap then in effect and $33.0 million, in either case, for 30 consecutive calendar days.

“Loan Accounts” means the loan accounts established on the books of the Administrative Agent.

“Loan Documents” means this Agreement, the Security Documents, the Guaranty, the Intercreditor Agreement, any Junior Lien Intercreditor Agreement, any Note, the TEG Letters, the Restatement Agreement and, solely for the purposes of Sections 3.01, 3.02, and 8.01(3) hereof, the Fee Letter.

“Loan Parties” means the U.S. Loan Parties, the Canadian Loan Parties, the French Loan Parties, the German Loan Parties, the Spanish Loan Parties, the U.K. Loan Parties and Lux Parent.

“Loans” means the Revolving Loans, the Swingline Loans and any other loans and advances of any kind made by the Administrative Agent, any Lender or any Affiliate of the Administrative Agent or any Lender pursuant to this Agreement.

“Local Time” means (a) with respect to a Dollar or Canadian Dollar denominated Borrowing or Letter of Credit made or issued, as applicable, to a U.S. Borrower or a Canadian Borrower, New York City time and (b) with respect to (i) a Dollar denominated Borrowing or Letter of Credit made or issued, as applicable, to a French Borrower, a German Borrower, a Spanish Borrower or a U.K. Borrower or (ii) a Euro or Sterling denominated Borrowing or Letter of Credit, London time.

“Lux Parent” means Venator Finance S.à r.l., a private limited liability company (société à responsabilité limitée) organized under the laws of Luxembourg with its registered office at 8-10, avenue de la Gare, L-1610 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg register of commerce and companies (R.C.S. Luxembourg) under number B215641 and direct Wholly Owned Subsidiary of Holdings.

“Luxembourg Security Documents” means the collective reference to those documents identified as “Initial Luxembourg Security Documents” on Schedule 1.01(3) and each of the security agreements and other instruments and documents executed and delivered by the Lux Parent pursuant thereto or pursuant to Section 5.10.

“Luxembourg” means the Grand Duchy of Luxembourg.

“Margin Stock” has the meaning assigned to such term in Regulation U.

“Material Adverse Effect” means a material adverse effect on:

(1)           the business, financial condition or results of operations, in each case, of Holdings and the Restricted Subsidiaries (taken as a whole);

(2)           the ability of the Borrowers and the Guarantors (taken as a whole) to perform their payment obligations under the Loan Documents; or

(3)           the rights and remedies of the Administrative Agent and the Lenders (taken as a whole) under the Loan Documents.

“Material Indebtedness” means Indebtedness of Holdings, any Borrower or any Subsidiary Loan Party (other than the Loans) in an aggregate outstanding principal amount exceeding $50.0 million.

“Material Subsidiary” means any Restricted Subsidiary other than an Immaterial Subsidiary.

“Maturity Date” means, as the context may require:

(1)           with respect to Revolving Facility Commitments existing on the Restatement Agreement Effective Date and Loans and Letters of Credit in respect thereof, October 15, 2026; provided that if, on the date that is 91 days prior to the maturity date of any Indebtedness for borrowed money or evidenced by bonds, debentures, notes or similar instruments, in each case of Holdings, any Borrower or any Restricted Subsidiary in an aggregate principal amount in excess of $75.0 million (such date the “Springing Maturity Date”) any Revolving Facility Commitments or Loans or Letters of Credit in respect thereof are outstanding, the Maturity Date shall be the Springing Maturity Date (for the avoidance of doubt, the Maturity Date shall be the Springing Maturity Date only to the extent such Springing Maturity Date is earlier than the Maturity Date that would otherwise be applicable); and

(2)           with respect to any Extended Commitments and Loans and Letters of Credit in respect thereof, the final maturity date specified therefor in the applicable Extension Amendment; and

“Maximum Guaranteed Amount” has the meaning assigned to such term in Section 1.16.

“Maximum Rate” has the meaning assigned to such term in Section 10.09.

“MIRE Event” means if there are any Mortgaged Properties at such time, any increase, extension or renewal of any of the Commitments or Loans (including an Incremental Loan or any other incremental credit facilities hereunder or any Extended Commitments and Extended Loans hereunder, but excluding (i) any continuation or conversion of borrowings, (ii) the making of any Loan or (iii) the issuance, renewal or extension of Letters of Credit).

“MNPI” means any material Nonpublic Information regarding Holdings and the Subsidiaries that has not been disclosed to the Lenders generally (other than Lenders who elect not to receive such information). For purposes of this definition “material Nonpublic Information” means Nonpublic Information that would reasonably be expected to be material to a decision by any Lender to assign or acquire any Loan or to enter into any of the transactions contemplated hereby.

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

“Mortgaged Properties” means, all Owned Material Real Property, as to which the Collateral Agent for the benefit of the Secured Parties shall be granted a Lien pursuant to the Mortgages.

“Mortgages” means each of the mortgages, charges, deeds of trust and deeds to secure debt or other similar security document made by any Loan Party, reasonably acceptable to the Administrative Agent, in favor of, or for the benefit of, the Collateral Agent for the benefit of the Secured Parties, as the same may be amended, supplemented, replaced or otherwise modified from time to time.

“MTM” has the meaning assigned such term in the definition of “Designated Hedging Reserves.”

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which Holdings, any Borrower or any Restricted Subsidiary or any ERISA Affiliate (other than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.

“Net Cash Proceeds” means the aggregate cash proceeds (using the fair market value of any Cash Equivalents) received by Holdings or any Restricted Subsidiary in respect of any Asset Sale (including any cash received in respect of or upon the sale or other disposition of any Designated Non-Cash Consideration received in any Asset Sale and any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, and including any proceeds received as a result of unwinding any related Hedge Agreements in connection with such transaction but excluding the assumption by the acquiring Person of Indebtedness relating to the disposed assets or other consideration received in any other non-cash form), net of the direct cash costs relating to such Asset Sale and the sale or disposition of such Designated Non-Cash Consideration (including legal, accounting and investment banking fees, and brokerage and sales commissions), and any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements related thereto), amounts required to be applied to the repayment of principal, premium (if any) and interest on Indebtedness required to be paid as a result of such transaction that is secured by a Permitted Lien that is prior or senior to the Lien securing the Obligations, any costs associated with unwinding any related Hedge Agreements in connection with such transaction and any deduction of appropriate amounts to be provided by Holdings or any of the Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by Holdings or any of the Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction; provided that such reserved amounts will be deemed to be Net Cash Proceeds to the extent and at the time of any reversal thereof (to the extent not applied to the satisfaction of any applicable liabilities in cash in a corresponding amount).

“Net Orderly Liquidation Value” means, with respect to Eligible Inventory, the net appraised liquidation value thereof (expressed as a percentage of the Cost of such Inventory) as determined from time to time by an Acceptable Appraiser in accordance with Section 5.07.

“New York Courts” has the meaning assigned to such term in Section 10.15(1).

“Non-Consenting Lender” has the meaning assigned to such term in Section 2.19(3).

“Non-Cooperative Jurisdiction” means a “non-cooperative state or territory” (État ou territoire non coopératif) as set out in the list referred to in Article 238-0 A of the French Code general des Impôts, as such list may be amended from time to time.

“Non-Ratio Based Incremental Facility Basket” has the meaning assigned to such term in Section 6.01(2)

“Note” has the meaning assigned to such term in Section 2.09(2).

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

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received to the Administrative Agent from a Federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Obligations” means:

(1)           all amounts owing to any Agent, any Issuing Bank or any Lender from any Loan Party pursuant to the terms of this Agreement or any other Loan Document, including all interest and expenses accrued or accruing (or that would, absent the commencement of an insolvency or liquidation proceeding, accrue) after the commencement by or against any Loan Party of any proceeding under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal, state, provincial, territorial or foreign bankruptcy, insolvency, administration, receivership, restructuring plan or similar law naming such Loan Party as the debtor in such proceeding, in accordance with and at the rate specified in this Agreement, whether or not the claim for such interest or expense is allowed or allowable as a claim in such proceeding;

(2)           all amounts owing by any Loan Party to any Qualified Counterparty under any Specified Hedge Agreement;

(3)           any obligations owing from a Loan Party pursuant to the Ancillary Facility and any Ancillary Extensions of Credit thereunder; and

(4)           any Cash Management Obligations;

provided that:

(a)               the Obligations of the Loan Parties under any Specified Hedge Agreement, Cash Management Obligations and the Ancillary Facility and any Ancillary Extensions of Credit thereunder will be secured and Guaranteed pursuant to the Security Documents and the Guaranty only to the extent that, and for so long as, the other Obligations are so secured and Guaranteed;

(b)               any release of Collateral or Guarantors effected in the manner permitted by this Agreement, the Guaranty or any Security Document will not require the consent of any Cash Management Bank, Qualified Counterparty or any party to the Ancillary Facility or any Ancillary Extension of Credit thereunder pursuant to any Loan Document; and

(c)               Obligations of any Loan Party shall not, in any event, include its Excluded Swap Obligations.

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“Other Benchmark Rate Election” means, with respect to any Loan denominated in Dollars, if the then-current Benchmark is the LIBO Rate, the occurrence of:

(a) a request by Holdings to the Administrative Agent to notify each of the other parties hereto that, at the determination of Holdings, Dollar-denominated syndicated credit facilities at such time contain (as a result of amendment or as originally executed), in lieu of a LIBOR-based rate, a term benchmark rate as a benchmark rate, and

(b) the Administrative Agent, in its sole discretion, and Holdings jointly elect to trigger a fallback from the LIBO Rate and the provision, as applicable, by the Administrative Agent of written notice of such election to Holdings and the Lenders.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising solely 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 transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means any and all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes or stamp duties, court or documentary, intangible, recording, filing or similar taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.19(2)); and Taxes due as a result of registration or other action by the Administrative Agent or any Lender where such registration or action is not: (a) necessary to maintain, preserve, establish, enforce, perfect or protect the rights of the Administrative Agent or any Lender under the Loan Documents; or (b) required by any competent tax administration or supervisory body.

“Overadvance” means each U.S. Overadvance, Canadian Overadvance, French Overadvance, German Overadvance, Spanish Overadvance and/or U.K. Overadvance, as the context may require.

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Term Benchmark borrowings denominated in Dollars by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate.

“Owned Material Real Property” means any Real Property owned in fee by any of the Loan Parties that has a fair market value (as determined in good faith by a Responsible Officer of Holdings) of $15.0 million or more, other than (i) any Real Property that is a US Excluded Asset or an Excluded Pension Asset, (ii) that should be excluded from the Collateral pursuant to the Guaranty and Security Principles, (iii) Real Property located at 302 Midway Road, Freeport, TX 77541 or (iv) as otherwise agreed by the Administrative Agent.

“Parent Entity” means any direct or indirect parent of Lux Parent, including, for the avoidance of doubt, Holdings.

“Participant” has the meaning assigned to such term in Section 10.04(5)(a).

“Payment Conditions” means, and will be deemed to be satisfied with respect to any particular action as to which the satisfaction of the Payment Conditions is being determined if, after giving effect to the taking of such action, (1) no Default or Event of Default has occurred and is continuing, (2) Excess Availability for each day in the 20-day period prior to such action and on the date of such proposed action would exceed the greater of (i) 15% of the Line Cap then in effect and (ii) $41.0 million, in any such case, on a Pro Forma Basis, (3) the Fixed Charge Coverage Ratio would be at least 1.0 to 1.0 on a Pro Forma Basis giving effect to the subject action; provided that compliance with the Fixed Charge Coverage Ratio will not be required if after giving effect to the taking of such action, Excess Availability for each day in the 20-day period prior to such action and on the date of such proposed action would exceed the greater of (i) 20% of the Line Cap then in effect and (ii) $57.5 million, on a Pro Forma Basis, and (4) the Administrative Agent has received a certificate from a Responsible Officer of Holdings certifying as to the calculations and satisfaction of the conditions set forth in foregoing clauses (1) through and including (3) above, which calculations shall be true and correct in all material respects.

“Participant Register” has the meaning assigned to such term in Section 10.04(5)(a).

“Participating Member State” means any member state of the European Union that has the euro as its lawful currency in accordance with the legislation of the European Union relating to Economic and Monetary Union.

“Payee” has the meaning assigned to such term in Section 2.17(11)(b).

“Payment” has the meaning assigned to such term in Section 9.07(3).

“Payment Notice” has the meaning assigned to such term in Section 9.07(3).

“Payment Office” means the office of the Administrative Agent located at 500 Stanton Christiana Road, NCC5, Floor 01, Newark, DE, 19713-2107, United States (Attention: Joe Aftanis), or such other office as the Administrative Agent may designate to the Borrowers and the Lenders from time to time.

“Payor” has the meaning assigned to such term in Section 2.17(11)(b).

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA, or any successor thereto.

“Pensions Regulator” means the body corporate called the Pensions Regulator established under Part I of the Pensions Act 2004 (UK).

“Perfection Certificate” means the Perfection Certificate with respect to the U.S. Loan Parties in a form substantially similar to that delivered on the Closing Date.

“Permitted Acquisition” means any acquisition of all or substantially all the assets of, or a majority of the Equity Interests in, or merger, consolidation or amalgamation with, a Person or division or line of business of a Person (or any subsequent investment made in a Person, division or line of business previously acquired in a Permitted Acquisition) if (1) no Event of Default is continuing immediately prior to making such Investment or would result therefrom; and (2) immediately after giving effect thereto, with respect to acquisitions of entities that do not become Subsidiary Loan Parties, the aggregate fair market value of all Investments made in such entities since the Closing Date (with all such Investments being valued at their original fair market value and without taking into account subsequent increases or decreases in value) will not exceed the greater of (a) $65.0 million and (b) 2.6% of Consolidated Total Assets as of the date any such acquisition is made.

“Permitted Cure Securities” means any equity securities of Holdings other than Disqualified Stock.

“Permitted Debt” has the meaning assigned thereto in Section 6.01.

“Permitted Holders” means each of:

(1)           (i) Huntsman Corporation and (ii) after the consummation of the Huntsman-Clariant Merger, Clariant, and, in each case, any of their Affiliates and successors in interest; and

(2)           any group (within the meaning of Rules 13d 3 and 13d 5 under the Exchange Act) of which the Persons described in clause (1) above are members; provided that, without giving effect to the existence of such group or any other group, the Persons described in clause (1) collectively, beneficially own Voting Stock representing 50% or more of the total voting power of the Voting Stock of Holdings then held by such group.

“Permitted Investment” has the meaning assigned to such term in Section 6.04.

“Permitted Liens” has the meaning assigned to such term in Section 6.02.

“Permitted Refinancing Indebtedness” means any Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund (collectively, “Refinance”) the Indebtedness being Refinanced (or previous refinancings thereof constituting Permitted Refinancing Indebtedness); provided that:

(1)           the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so Refinanced (plus unpaid accrued interest and premium (including tender premiums) thereon and underwriting discounts or original issue discount, defeasance costs, fees, commissions and expenses);

(2)           the Weighted Average Life to Maturity of such Permitted Refinancing Indebtedness is greater than or equal to the shorter of (a) the Weighted Average Life to Maturity of the Indebtedness being Refinanced and (b) the Weighted Average Life to Maturity that would result if all payments of principal on the Indebtedness being Refinanced that were due on or after the date that is one year following the Latest Maturity Date were instead due on the date that is one year following the Latest Maturity Date; provided that no Permitted Refinancing Indebtedness incurred in reliance on this subclause (b) will have any scheduled principal payments due prior to the Latest Maturity Date in excess of, or prior to, the scheduled principal payments due prior to such Latest Maturity Date for the Indebtedness being Refinanced;

(3)           if the Indebtedness being Refinanced is subordinated in right of payment to any Obligations under this Agreement, such Permitted Refinancing Indebtedness is subordinated in right of payment to such Obligations on terms at least as favorable to the Lenders (as determined in good faith by a Responsible Officer of Holdings) as those contained in the documentation governing the Indebtedness being Refinanced;

(4)           no Permitted Refinancing Indebtedness may have different obligors, or greater Guarantees or security, than the Indebtedness being Refinanced; provided that, with respect to a Refinancing of the Term Loan Obligations, the Liens on the Collateral, if any, securing such Permitted Refinancing Indebtedness will be on terms not materially less favorable to the Lenders than those contained in the documentation governing the Term Loan Credit Agreement, as determined in good faith by a Responsible Officer of Holdings;

(5)           the terms and conditions (including, if applicable, as to collateral) of any such Permitted Refinancing Indebtedness are either (i) substantially identical to or less favorable to the providers of such Permitted Refinancing Indebtedness, taken as a whole, than the terms and conditions of the Indebtedness being Refinanced (except for any such terms that are applicable only to periods following the Maturity Date) or (ii) when taken as a whole (other than interest rate, prepayment premiums and redemption premiums), not more restrictive to Holdings and the Restricted Subsidiaries than those set forth in this Agreement or are customary for similar indebtedness in light of current market conditions;

(6)           in the case of a Refinancing of Indebtedness that is secured by the Collateral on a pari passu basis with, or on a junior basis to, the Revolving Facility Claims with Indebtedness that is secured by the Collateral on a junior basis, to the Revolving Facility Claims, a Debt Representative acting on behalf of the holders of such Indebtedness has become party to or is otherwise subject to the provisions of a Junior Lien Intercreditor Agreement and, if applicable, the Intercreditor Agreement; and

(7)            in the case of a Refinancing of the Term Loan Obligations, the Liens on the Collateral, if any, securing such Permitted Refinancing Indebtedness are subject to the Intercreditor Agreement or another intercreditor agreement that is substantially consistent with, and no less favorable to the Lenders in any material respect than, the Intercreditor Agreement as determined in good faith by a Responsible Officer of Holdings and as certified by a Responsible Officer of Holdings;

provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness (or such short period as may be agreed by the Administrative Agent), together with a reasonably detailed description of the material terms and conditions of such resulting Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy clauses (3) and (4) above, as applicable, shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five Business Day (or shorter) period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees).

Permitted Refinancing Indebtedness may not be incurred to Refinance Indebtedness that is secured by the Collateral on a junior basis to the Revolving Loans with Indebtedness that is secured by the Collateral on a pari passu basis with the Revolving Loans.

Indebtedness constituting Permitted Refinancing Indebtedness will not cease to constitute Permitted Refinancing Indebtedness as a result of the subsequent extension of the Latest Maturity Date after the date of original incurrence thereof.

“Person” means any natural person, corporation, business trust, joint venture, association, company, partnership, unlimited liability company, limited liability company, government, individual or family trust, Governmental Authority or other entity of whatever nature.

“Pigments and Additives Business” means the titanium dioxide and performance additives businesses and related assets of Huntsman and its Subsidiaries.

“Plan” means any “employee pension benefit plan” as defined in Section 3(2) of ERISA (other than a Multiemployer Plan) that is (1) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA; and (2) either (a) sponsored or maintained (at the time of determination or at any time within the five years prior thereto) by Holdings, Borrowers or any of their Subsidiaries or any ERISA Affiliate or (b) in respect of which Holdings, Borrowers or any of their Subsidiaries or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“PPSA” means mean the Personal Property Security Act (Ontario) and the Regulations and Orders made thereunder, as from time to time in effect, provided, however, if attachment, perfection or priority of Collateral Agent’s security interests in any Collateral are governed by the personal property security laws of any jurisdiction other than Ontario, PPSA shall mean those personal property security laws or such other applicable legislation (including the Civil Code of Québec) in such other jurisdiction for the purposes of the provisions hereof relating to such attachment, perfection or priority and for the definitions related to such provisions.

“Priority Payable Reserve” means reserves for amounts secured by any Liens, choate or inchoate, which rank or are capable of ranking in priority to or pari passu with the Collateral Agent’s or any other Lenders’ Liens and/or for amounts which may represent costs relating to the enforcement of the Administrative Agent’s Liens including, without limitation, the “prescribed part” under the Insolvency Act 1986 (UK) and any such amounts due and not paid for wages, vacation pay, severance pay, employee source deductions and contributions, amounts due and not paid under any legislation relating to workers’ compensation or to employment insurance, all amounts deducted or withheld and not paid and remitted when due under the ITA, all amounts collected but not remitted when due under the Excise Tax Act (Canada) or the Quebec Sales Tax Act, amounts currently or past due and not paid for realty, municipal or similar taxes (to the extent impacting personal or movable property), goods and services taxes, sales taxes, harmonized sales taxes, income taxes, VAT, workers’ compensation, unemployment insurance, or overdue rents and all unfunded wind-up or solvency deficiency amounts under, and all amounts currently or past due and not contributed, remitted or paid to or under, any Canadian Pension Plan or under the Canada Pension Plan, the Pension Benefits Act (Ontario) or any similar legislation in any applicable jurisdiction (other than amounts included in the Wage Earner Protection Act Reserve), pension plan or fund obligations (including pension plan deficits) or other statutory deemed trusts or any similar statutory or other claims that would have or would reasonably be expected to have priority over or rank pari passu with any Liens granted to the Administrative Agent now or in the future.

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

“Principle Obligations” has the meaning assigned to such term in Section 9.03(1).

“Pro Forma Basis” or “Pro Forma” means, with respect to the calculation of the First Lien Net Leverage Ratio, the Total Net Leverage Ratio, the Interest Coverage Ratio, the Fixed Charge Coverage Ratio or any other calculation under any applicable provision of the Loan Documents, as of any date, that (1) pro forma effect will be given to the Transactions, any Permitted Acquisition or Investment, any issuance, incurrence, assumption or permanent repayment of Indebtedness (including Indebtedness issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any such financial ratio or other calculation is being calculated), all sales, transfers and other dispositions or discontinuance of any Subsidiary, line of business, division or store, or any conversion of a Restricted Subsidiary to an Unrestricted Subsidiary or of an Unrestricted Subsidiary to a Restricted Subsidiary and restructuring, strategic and other cost savings initiatives, in each case that have occurred during the four consecutive fiscal quarter period of Holdings being used to calculate such financial ratio (the “Reference Period”), or subsequent to the end of the Reference Period but prior to such date or prior to or simultaneously with the event for which a determination under this definition is made (including any such event occurring at a Person who became a Restricted Subsidiary after the commencement of the Reference Period), as if each such event occurred on the first day of the Reference Period, and (2) pro forma effect will be given to factually supportable and identifiable pro forma cost savings related to operational efficiencies, strategic initiatives or purchasing improvements and other synergies, in each case, reasonably expected by Holdings and the Restricted Subsidiaries to be realized based upon actions reasonably expected to be taken within 18 months of the date of such calculation (without duplication of the amount of actual benefit realized during such period from such actions), which cost savings, improvements and synergies can be reasonably computed, as certified in writing by a Financial Officer of Holdings; provided that any such pro forma adjustments in respect of such cost savings, improvements and synergies (including with respect to the Transactions) shall not exceed 20% of Consolidated EBITDA (before giving effect to all such adjustments) for any four-quarter period; provided, further that such 20% cap shall not apply to Holdings’ cost savings program that was publically announced prior to the Effective Date in an amount not to exceed $60.0 million.

“Process Agent” has the meaning specified in Section 10.15.

“Projections” means all projections (including financial estimates, financial models, forecasts and other forward-looking information) furnished to the Lenders or the Administrative Agent by or on behalf of Holdings or any of the Subsidiaries on or prior to the Closing Date.

“Protective Advances” means the U.S. Protective Advances, Canadian Protective Advances, French Protective Advances, German Protective Advances, Spanish Protective Advances and/or U.K. Protective Advances, as the context may require.

“Public Lender” has the meaning assigned to such term in Section 9.04(1).

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

“QFC Credit Support” has the meaning assigned to it in Section 10.17.

“Qualified Cash” means the amount of unrestricted cash and cash equivalents of the U.S. Loan Parties or Canadian Loan Parties, as the context may require, at such time (to the extent held in investment accounts and other accounts agreed between Borrowers and the Administrative Agent) either (1) in a deposit account maintained with the Administrative Agent or (2) in a deposit account subject to a Blocked Account Agreement; provided that the applicable account bank (if not the Administrative Agent) agrees that if (x) the Payment Conditions are tested or (y) the aggregate amount of the Revolving Facility Exposure exceeds the Line Cap, the applicable account bank shall provide daily reports to the Administrative Agent setting forth the balances in such accounts and such information as the Administrative Agent may reasonably request.

“Qualified Counterparty” means any counterparty to any Specified Hedge Agreement that, at the time such Specified Hedge Agreement was entered into or on the Closing Date, was an Agent, an Arranger, a Lender or an Affiliate of the foregoing, whether or not such Person subsequently ceases to be an Agent, an Arranger, a Lender or an Affiliate of the foregoing.

“Qualified Equity Interests” means any Equity Interests other than Disqualified Stock.

“Qualified Receivables Financing” means any Receivables Financing of a Receivables Subsidiary that meets the following conditions:

(1)           the Board of Directors of Holdings has determined in good faith that such Qualified Receivables Financing (including financing terms, covenants, termination events and other provisions) is, in the aggregate, economically fair and reasonable to Holdings and its Restricted Subsidiaries;

(2)           all sales or contributions of accounts receivable and related assets by Holdings or any Restricted Subsidiary to the Receivables Subsidiary are made at fair market value (as determined in good faith by a Responsible Officer of Holdings); and

(3)           the financing terms, covenants, termination events and other provisions thereof will be market terms (as determined in good faith by a Responsible Officer of Holdings) and may include Standard Securitization Undertakings.

The grant of a security interest in any accounts receivable of Holdings or any Restricted Subsidiary (other than a Receivables Subsidiary) to secure any Indebtedness will not be deemed a Qualified Receivables Financing; provided, however, that a grant of a security interest in such accounts receivable to perfect the transfer of an ownership interest in such accounts receivable to a Receivables Subsidiary shall not be considered a grant to secure any Indebtedness.

“Qualifying Lender” means a Lender which is beneficially entitled to receive payments in respect of an advance under any Loan Document (including, for the avoidance of doubt, in relation to a payment made by a Guarantor) and which:

(1)           fulfils the conditions imposed by the jurisdiction of the relevant Loan Party in order for any payment received or accrued under any Loan Document not to be subject to (or as the case may be, to be exempt from) any Tax Deduction; or

(2)           is a Treaty Lender.

“Quarterly Financial Statements” has the meaning assigned to such term in Section 5.04(2).

“Ratio Debt” has the meaning assigned to such term in Section 6.01.

“Real Property” means, collectively, all right, title and interest (including any leasehold estate) in and to any and all parcels of or interests in real property owned in fee or leased, subleased or licensed by any Loan Party, together with, in each case, all easements, hereditaments and appurtenances relating thereto, and all improvements and appurtenant fixtures incidental to the ownership, lease, sublease or license thereof.

“Reasonable Credit Judgment” means reasonable credit judgment in accordance with customary business practices for comparable asset-based lending transactions; provided that, as it relates to the establishment of new Reserves (other than any defined Reserves that are expressly included in the definition thereof) or the adjustment or imposition of exclusionary criteria (other than those expressly set forth in the definitions of “Qualified Cash”, “Eligible Inventory” or “Eligible Accounts”), Reasonable Credit Judgment will require that:

(1)           such establishment, adjustment or imposition be based on the analysis of facts or events first occurring or first discovered by the Administrative Agent after the Closing Date that are materially different from facts or events known to the Administrative Agent on the Closing Date; provided that, this clause (1) shall not apply to the Administrative Agent’s establishment of Reserves in respect of a Lien on ABL Priority Collateral permitted under Section 6.02(9), 6.02(11), 6.02(12), 6.02(18), or 6.02(24);

(2)           the contributing factors to the imposition of any Reserve will not duplicate (a) the exclusionary criteria set forth in definitions of “Eligible Accounts”, “Eligible Inventory”, or “Qualified Cash” as applicable (and vice versa), or (b) any reserves deducted in computing book value; and

(3)           the amount of any such Reserve so established or the effect of any adjustment or imposition of exclusionary criteria be a reasonable quantification of the incremental dilution of the Borrowing Base attributable to such contributing factors.

“Receivables Facility” means one or more receivables financing facilities, as amended, supplemented, modified, extended, renewed, restated, refunded, replaced or refinanced from time to time, the Indebtedness of which is non-recourse (except for standard representations, warranties, covenants and indemnities made in connection with such facilities) to Holdings and its Restricted Subsidiaries pursuant to which Holdings or any Restricted Subsidiary sells or contributes its accounts receivable to either (1) a Person that is not a Restricted Subsidiary; or (2) a Receivables Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary or borrows against such accounts receivable.

“Receivables Financing” means any transaction or series of transactions that may be entered into by Holdings or any Restricted Subsidiary pursuant to which Holdings or such Restricted Subsidiaries may sell, convey, contribute or otherwise transfer to:

(1)           a Receivables Subsidiary (in the case of a transfer by Holdings or any Restricted Subsidiary that is not a Receivables Subsidiary); and

(2)           any other Person (in the case of a transfer by a Receivables Subsidiary), or may grant a security interest in, any accounts receivable (whether now existing or arising in the future) of Holdings or any Restricted Subsidiary, and any assets related thereto including all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable and any Hedge Agreements entered into by Holdings or any such Restricted Subsidiary in connection with such accounts receivable.

“Receivables Repurchase Obligation” means any obligation of a seller to repurchase receivables transferred by such seller in a Qualified Receivables Financing, which obligation arises as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, off-set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

“Receivables Subsidiary” means a Wholly Owned Subsidiary of Holdings (or another Person formed solely for the purposes of engaging in a Qualified Receivables Financing with such Borrower and to which Holdings or any Restricted Subsidiary transfers accounts receivable and related assets) which engages in no activities other than in connection with the financing of accounts receivable of Holdings and its Restricted Subsidiaries, all proceeds thereof and all rights (contractual or other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the Board of Directors of Holdings (as provided below) as a Receivables Subsidiary and:

(1)           no portion of the Indebtedness or any other obligations (contingent or otherwise):

(a)                is guaranteed by Holdings or any Restricted Subsidiary (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings, including servicing performance guarantees);

(b)               is recourse to or obligates Holdings or any Restricted Subsidiary in any way other than pursuant to Standard Securitization Undertakings, including servicing performance guarantees; or

(c)                subjects any property or asset of Holdings or any Restricted Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings;

(2)           with which neither Holdings nor any Restricted Subsidiary has any material contract, agreement, arrangement or understanding other than on terms which Holdings reasonably believe to be no less favorable to Holdings or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of Holdings; and

(3)           to which neither Holdings nor any other Restricted Subsidiary has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.

Any such designation by the Board of Directors of Holdings will be evidenced to the Administrative Agent by filing with the Administrative Agent a certified copy of the resolution of the Board of Directors of Holdings giving effect to such designation and a certificate of a Responsible Officer of Holdings certifying that such designation complied with the foregoing conditions.

“Recipient” means the Administrative Agent and any Lender, as applicable.

“Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is the LIBO Rate, 11:00 a.m. (London time) on the day that is two London banking days preceding the date of such setting, (2) if such Benchmark is EURIBOR Rate, 11:00 a.m. Brussels time two TARGET Days preceding the date of such setting, (3) if such Benchmark is CDOR Rate, 11:00 a.m. Toronto time two Business Days preceding the date of such setting, (4) if the RFR for such Benchmark is SONIA, then five Business Days prior to such setting or (5) if such Benchmark is none of the LIBO Rate, the EURIBOR Rate, the CDOR Rate or SONIA, the time determined by the Administrative Agent in its reasonable discretion.

“Refinance” has the meaning assigned to such term in the definition of “Permitted Refinancing Indebtedness,” and the terms “Refinanced” and “Refinancing” will have correlative meanings.

“Register” has the meaning assigned to such term in Section 10.04(3)(b).

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

“Reinvestment Deferred Amount” has the meaning specified therefor in the Term Loan Credit Agreement.

“Related Parties” means, with respect to any specified Person, (1) such Person’s controlled Affiliates and the respective directors, officers, trustees, administrators, managers, partners and employees of such Person and such Persons’ controlled Affiliates and (2) the agents, advisors and other representatives of such Person and such Person’s controlled Affiliates in each case acting on behalf of, or at the express instructions of, such Person or such Person’s controlled Affiliates.

“Release” means any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, emanating or migrating in, into, upon, onto or through the Environment.

“Relevant Governmental Body” means (i) with respect to a Benchmark Replacement in respect of Loans denominated in Dollars, the Federal Reserve Board and/or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto, (ii) with respect to a Benchmark Replacement in respect of Loans denominated in Sterling, the Bank of England, or a committee officially endorsed or convened by the Bank of England or, in each case, any successor thereto, (iii) with respect to a Benchmark Replacement in respect of Loans denominated in Euros, the European Central Bank, or a committee officially endorsed or convened by the European Central Bank or, in each case, any successor thereto, (iv) [reserved], and (v) with respect to a Benchmark Replacement in respect of Loans denominated in Canadian Dollars or any other currency, (a) the central bank for the currency in which such Benchmark Replacement is denominated or any central bank or other supervisor which is responsible for supervising either (1) such Benchmark Replacement or (2) the administrator of such Benchmark Replacement or (b) any working group or committee officially endorsed or convened by (1) the central bank for the currency in which such Benchmark Replacement is denominated, (2) any central bank or other supervisor that is responsible for supervising either (A) such Benchmark Replacement or (B) the administrator of such Benchmark Replacement, (3) a group of those central banks or other supervisors or (4) a financial stability board or any part thereof.

“Relevant Jurisdiction” means in relation to a Loan Party:

(1)           the jurisdiction under whose laws that Loan Party is incorporated or organized as at the date of this Agreement or as at the date on which that Loan Party becomes party to this Agreement (as the case may be);

(2)           any jurisdiction where it conducts its business; and

(3)           any jurisdiction where any asset subject to or intended to be subject to the Liens to be created by it is situated.

“Relevant Rate” means (i) with respect to any Term Benchmark Borrowing denominated in Dollars, the LIBO Rate, (ii) with respect to any Term Benchmark Borrowing denominated in Euros, the EURIBOR Rate, (iii) with respect to any Borrowing denominated in Canadian Dollars, the CDOR Rate or (iv) with respect to any Borrowing denominated in Sterling, the applicable Daily Simple RFR.

“Relevant Screen Rate” means (i) with respect to any Term Benchmark Borrowing denominated in Dollars, the LIBO Screen Rate and (ii) with respect to any Term Benchmark Borrowing denominated in Euros, the EURIBOR Screen Rate.

“Rent Reserve” means, with respect to any leased store, warehouse distribution center, regional distribution center or depot where any Inventory subject to Liens arising by operation of law is located that is not subject to a Collateral Access Agreement or other documentation reasonably satisfactory to the Administrative Agent, a reserve equal to three (3) months’ rent and expenses at such store, warehouse distribution center, regional distribution center or depot.

“Report” means reports prepared by the Administrative Agent, the Collateral Agent or another Person showing the results of appraisals, field examinations or audits pertaining to the Loan Parties’ assets from information furnished by or on behalf of the Loan Parties, after the Administrative Agent or Collateral Agent has exercised its rights of inspection pursuant to this Agreement, which Report may be distributed to the Lenders by the Administrative Agent, subject to the provisions of Section 10.16.

“Reportable Event” means any reportable event as defined in Section 4043(c) of ERISA or the regulations issued thereunder, other than those events as to which the 30 day notice period referred to in Section 4043(c) of ERISA has been waived, with respect to a Plan (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Code).

“Required Financial Statements” has the meaning assigned to such term in Section 5.04(2).

“Required Lenders” means, at any time, Lenders having (1) Revolving Facility Credit Exposure and (2) Available Unused Commitments that, taken together, represent more than 50.0% of the sum of (a) all Revolving Facility Credit Exposure and (b) the total Available Unused Commitments. The Revolving Facility Credit Exposure and Available Unused Commitments of any Defaulting Lender will be disregarded in determining Required Lenders; provided that subject to the Borrowers’ right to replace Defaulting Lenders as set forth herein, Defaulting Lenders will be included in determining Required Lenders with respect to:

(1)                any amendment that would disproportionately affect the obligation of the Loan Parties to make payment of the Loans or Commitments of such Defaulting Lender as compared to other Lenders holding the same Class of Loans or Commitments;

(2)                any amendment relating to:

(a)                increases in or extensions of the Commitment of such Defaulting Lender;

(b)                reductions of principal, interest, fees or premium applicable to the Loans or Commitments of such Defaulting Lender;

(c)                extensions of final maturity or the due date of any amortization, interest, fee or premium payment applicable to the Loans or Commitments of such Defaulting Lender;

(d)                matters requiring the approval of each Lender in clause (vii) of the proviso to Section 10.08(2).

“Reserve Account” has the meaning assigned to such term in Section 2.18(7)(b).

“Reserves” means, without duplication of any other reserves or items that are otherwise addressed or excluded through eligibility criteria, such reserves (including Accounts Reserves, Ad Valorem Tax Reserves, Inventory Reserves, Rent Reserves, Designated Cash Management Reserves, Ancillary Facility Reserves, reserves for unpaid and accrued sales tax, reserves for banker’s liens, rights of setoff or similar rights and remedies as to deposit accounts, Designated Hedging Reserves, reserves for self-insurance healthcare programs for employees, reserves for accrued and unpaid property taxes, reserves for Canadian priority rights for employee matters, reserves for uninsured, underinsured, unindemnified or under-indemnified liabilities or potential liabilities with respect to any litigation, reserves for any judgment Liens that encumber Collateral included in the Borrowing Base in the amount of such judgment, reserves for adjustments to costs, cost allocations and purchase price variances, and reserves for extended or extendible retention of title over Accounts, reserves for Taxes, fees, assessments, and other governmental charges, the Priority Payable Reserve, the Wage Earner Protection Act Reserve and other reserves against Eligible Accounts, Eligible Inventory and Qualified Cash) that the Administrative Agent from time to time determines in its Reasonable Credit Judgment as being appropriate to reflect:

(1)                the impediments to the Administrative Agent’s ability to realize upon the Collateral included in the Borrowing Base in accordance with the Loan Documents;

(2)                claims and liabilities that will need to be satisfied, or will dilute the amounts received by holders of Loans, in connection with the realization upon such Collateral or;

(3)                criteria, events, conditions, contingencies or risks that adversely affect any component of the Borrowing Base, the Collateral included therein or the validity or enforceability of the Loan Documents or any material remedies of the Administrative Agent, the Collateral Agent, each Issuing Bank and each Lender under the Loan Documents with respect to such Collateral.

The establishment or increase of any Reserve will be limited to the exercise by the Administrative Agent of Reasonable Credit Judgment, upon at least five Business Days’ prior written notice to the Borrowers (which notice will include a reasonably detailed description of the Reserve being established); provided that upon such notice, the Borrowers will not be permitted to borrow so as to exceed the applicable Borrowing Base after giving effect to such new or modified Reserves; provided, further, that any Designated Hedging Reserve, Designated Cash Management Reserve or Ancillary Facility Reserve shall not require such five Business Day prior notice and shall be effectively immediately upon written notice to the Borrowers. During such five Business Day period, the Administrative Agent will, if requested, discuss any such new or modified Reserve with the Borrowers, and the Borrowers may take such action as may be required so that the event, condition or matter that is the basis for such new or modified Reserve no longer exists or exists in a manner that would result in the establishment of a lower Reserve or result in a lesser change, in each case, in a manner and to the extent reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary herein, (a) the amount of any such Reserve or change will have a reasonable relationship to the event, condition or other matter that is the basis for such Reserve or such change and (b) no Reserves or changes will be duplicative of other reserves (including that reserves for the same the event, condition or other matter shall not be imposed against more than one of the U.S. Borrowing Base, the Canadian Borrowing Base, the French Borrowing Bases, the German Borrowing Bases, the Spanish Borrowing Base and the U.K. Borrowing Base) or changes or items that are otherwise addressed, excluded or already accounted for through eligibility criteria (including collection/advance rates).

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” means, with respect to any Loan Party, the chief executive officer, president, vice president, statutory director, secretary, assistant secretary or any Financial Officer of such Loan Party (or any other officer or director with equivalent duties) or any other individual designated in writing to the Administrative Agent by an existing Responsible Officer of such Loan Party as an authorized signatory of any certificate or other document to be delivered hereunder, including any person authorized by a power of attorney. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party will be conclusively presumed to have been authorized by all necessary corporate, partnership or other action on the part of such Loan Party and such Responsible Officer will be conclusively presumed to have acted on behalf of such Loan Party. Unless the context requires otherwise, each reference herein and in any other Loan Document to a Responsible Officer of a Borrower means and is a reference to a Responsible Officer of Holdings.

“Restatement Agreement” shall mean that certain Amendment and Restatement Agreement, dated as of October 15, 2021.

“Restatement Agreement Effective Date” shall have the meaning assigned to such term in the Restatement Agreement.

“Restricted Payments” has the meaning assigned to such term in Section 6.06.

“Restricted Subsidiary” means any Subsidiary of a Person other than an Unrestricted Subsidiary of such Person. Unless otherwise indicated in this Agreement, all references to Restricted Subsidiaries will mean Restricted Subsidiaries of Holdings.

“Revolving Facility” means the Revolving Facility Commitments (including any Incremental Commitments) and the extensions of credit made hereunder by the Revolving Lenders.

“Revolving Facility Borrowing” means a Borrowing comprised of Revolving Loans.

“Revolving Facility Claims” has the meaning assigned to the term “ABL Claims” in the Intercreditor Agreement.

“Revolving Facility Commitment” means the U.S./Canadian Revolving Facility Commitment, the European Revolving Facility Commitment and/or the French Revolving Facility Commitment, as the context may require. The aggregate principal amount of the Lenders’ Revolving Facility Commitments on the Restatement Agreement Effective Date is $330.0 million. Other than for purposes of Section 10.08, the determination of Required Lenders and Supermajority Revolving Lenders and as otherwise set forth herein, the Revolving Facility Commitment of Barclays Bank PLC shall be reduced by the aggregate commitments and other amounts available to the Loan Parties under the Ancillary Facility.

“Revolving Facility Credit Exposure” means the U.S. Revolving Facility Credit Exposure, the Canadian Revolving Facility Credit Exposure, the applicable French Revolving Facility Exposure, the applicable German Revolving Facility Exposure, the Spanish Revolving Facility Exposure, the U.K. Revolving Facility Credit Exposure and/or the Ancillary Facility Exposure, as the context may require.

“Revolving Facility Percentage” means the U.S./Canadian Revolving Facility Percentage, the European Revolving Facility Percentage and/or the French Revolving Facility Percentage, as the context may require.

“Revolving L/C Exposure” means U.S. Revolving L/C Exposure, Canadian L/C Exposure, the applicable French Revolving L/C Exposure, the applicable German L/C Exposure, the Spanish Revolving L/C Exposure and/or the U.K. Revolving L/C Exposure, as the context may require.

“Revolving Lender” means each Lender with a Revolving Facility Commitment or outstanding Revolving Facility Credit Exposure.

“Revolving Loans” means U.S./Canadian Revolving Loans, European Revolving Loans and/or French Revolving Loans, as the context may require.

“RFR” means, for any RFR Loan denominated in Sterling, SONIA.

“RFR Administrator” means the SONIA Administrator.

“RFR Borrowing” means, as to any Borrowing, the RFR Loans comprising such Borrowing.

“RFR Business Day” means, for any Loan denominated in Sterling, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are closed for general business in London.

“RFR Interest Day” has the meaning specified in the definition of “Daily Simple RFR”.

“RFR Loan” means a Loan that bears interest at a rate based on Daily Simple RFR (including, for the avoidance of doubt, all Loans made in Sterling).

“S&P” means Standard & Poor’s Ratings Services or any successor entity thereto.

“Sanctioned Country” means a country or territory which is itself the subject or target of a comprehensive economic or financial sanctions program maintained by any Sanctions Authority under any Anti-Terrorism Law, including, without limitation, as of the date of this Agreement, the Crimea region of Ukraine, Cuba (except in respect of the Canadian Loan Parties), Iran, North Korea, Sudan and Syria.

“Sanctioned Person” means (1) any Person listed in any Executive Order issued by any Sanctions Authority or in sanctions list maintained by any Sanctions Authority, (2) a Canadian Blocked Person, (3) any Person operating, organized or resident in a Sanctioned Country, or (4) any Person owned or controlled by any such Person or Persons set forth in clauses (1), (2) or (3) above.

“Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by any Sanctions Authority.

“Sanctions Authority” means the United States, Canada, the United Nations Security Council, the European Union (and its member states), the United Kingdom and the respective governmental institutions of any of the foregoing, including, without limitation, Her Majesty’s Treasury, OFAC, the U.S. Department of State, and any other agency of the U.S. or Canadian government.

“SEC” means the Securities and Exchange Commission or any successor thereto.

“Secured Parties” means the collective reference to the Administrative Agent, the Collateral Agent, the Lenders, any Qualified Counterparty, any Cash Management Bank and Barclays PLC and any of its Affiliates party to the Ancillary Facility or any Ancillary Extension of Credit thereunder.

“Securities Act” means the Securities Act of 1933, as amended.

“Security Documents” means the U.S. Security Documents, the Canadian Security Documents, the French Security Documents, the German Security Documents, the Luxembourg Security Documents, the Spanish Security Documents and/or the U.K. Security Documents, as the context may require.

“Senior Notes” means the notes due 2025 issued by Lux Parent and U.S. Parent pursuant to the Senior Notes Indenture.

“Senior Notes Documents” means the Senior Notes, the Senior Notes Indenture and all other documents evidencing, guaranteeing or otherwise governing the terms of the Senior Notes.

“Senior Notes Indenture” means that certain Indenture, dated as of July 14, 2017, among the Lux Parent, the U.S. Parent, the guarantors party thereto and Wilmington Trust, National Association, as trustee (as amended, restated, supplemented, or otherwise modified from time to time) and any supplemental indenture or additional indenture to be entered into with respect to the Senior Notes.

“Senior Secured Notes” means the notes due 2025 issued by Lux Parent and U.S. Parent pursuant to the Senior Secured Notes Indenture.

“Senior Secured Notes Indenture” means that certain Indenture, dated as of May 22, 2020, among the Lux Parent, the U.S. Parent, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent (as amended, restated, supplemented, or otherwise modified from time to time) and any supplemental indenture or additional indenture to be entered into with respect to the Senior Secured Notes.

“Settlement Date” has the meaning assigned to such term in Section 2.18(2).

“Shared Dollar Basket” means, at any time, the greater of (1) $50.0 million and (2) 2.0% of Consolidated Total Assets at such time, minus the aggregate amount of (a) Investments which have been made prior to such time since the Closing Date in reliance on Section 6.04(28) and which remain outstanding immediately prior to such time, (b) Restricted Payments which have been made prior to such time since the Closing Date in reliance on Section 6.06(16) and (c) payments with respect to any Junior Financing which have been made prior to such time since the Closing Date in reliance on Section 6.09(2)(c).

“Shrink” means Inventory that is lost, misplaced, stolen or otherwise unaccounted for.

“Shrink Reserve” means an amount reasonably estimated by the Administrative Agent to be equal to that amount which is required in order that the Shrink reflected in current stock ledger of the Borrowers would be reasonably equivalent to the Shrink calculated as part of the Borrowers’ most recent physical inventory (it being understood and agreed that no Shrink Reserve established by the Administrative Agent shall be duplicative of any Shrink as so reflected in the current stock ledger of the Borrowers or estimated by the Borrowers for purposes of computing any Borrowing Base other than at month’s end).

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

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

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

“SONIA” means, with respect to any RFR Business Day, a rate per annum equal to the Sterling Overnight Index Average for such RFR Business Day published by the SONIA Administrator on the SONIA Administrator’s Website on the immediately succeeding RFR Business Day.

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

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

“Spain” means the Kingdom of Spain.

“Spanish Amendment and Ratification Documents” means the agreements entered into from time to time between the Loan Parties, as applicable, for the purposes of amending, extending and reaffirming any Spanish Security Documents and any irrevocable powers of attorney granted in connection with the Spanish Security Documents including, in particular but not limited to, the amendment, ratification and extension agreement dated July 9, 2019 and notarized before the Notary public of Madrid, Mr. Ignacio Martínez Gil-Vich on the same date and the amendment, ratification and extension agreement of the Spanish Security Documents to be entered by the Loan Parties, as applicable, in connection with the Amended and Restated Revolving Credit Agreement.

“Spanish Borrower” and “Spanish Borrowers” have the respective meanings assigned to such terms in the recitals hereto.

“Spanish Borrowing Base” means, at any time, the sum of:

(1)                (x) 85% of the Eligible Accounts (other than Eligible Investment Grade Accounts) owned by the Spanish Borrowers plus (y) 90% of the Eligible Investment Grade Accounts owned by the Spanish Borrowers; plus

(2)                the positive amount, if any, by which the U.S. Borrowing Base (after giving effect to any amount of the U.S. Borrowing Base included in any other Borrowing Base (other than the U.S. Borrowing Base)) exceeds the U.S. Revolving Facility Credit Exposure; less

(3)                Reserves.

Notwithstanding anything to the contrary contained herein, any Acquired Asset ABL Priority Collateral owned by the Spanish Borrowers will immediately be included in the Spanish Borrowing Base at a value equal to the Acquired Asset Borrowing Base Calculation thereof; provided, that if the Borrowers have not delivered, at their expense, a customary field examination and inventory appraisal reasonably acceptable to Administrative Agent within 90 days of the acquisition of such Acquired Asset ABL Priority Collateral (or such longer period as the Administrative Agent may reasonably agree), such Acquired Asset ABL Priority Collateral will cease to be eligible for inclusion in the Spanish Borrowing Base.

“Spanish Civil Code” means the Spanish Civil Code approved by Royal Decree on 24 July 1889, as amended from time to time.

“Spanish Civil Procedure Law” means Law 1/2000 of 7 January (Ley 1/2000, de 7 de enero, de Enjuiciamiento Civil), as amended from time to time.

“Spanish Code of Commerce” mean the Spanish Code of Commerce approved by Royal Decree, dated 22^nd August 1885.

“Spanish Companies Act” means Royal Legislative Decree 1/2010 (Real Decreto Legislativo 1/2010, de 2 de julio, por el que se aprueba el texto refundido de la Ley de Sociedades de Capital), as amended from time to time.

“Spanish Guarantor” means: (1) each Wholly Owned Subsidiary of Holdings organized under the laws of Spain (other than any Excluded Subsidiary) on the Closing Date or (2) each Wholly Owned Subsidiary of Holdings organized under the laws of Spain that becomes, or is required to become, a party to the Spanish Security Documents after the Closing Date pursuant to Section 5.10.

“Spanish Insolvency Law” means the Spanish Royal Legislative Decree 1/2020 of 5 May 2020 (Real Decreto Legislativo 1/2020, de 5 de mayo, por el que se aprueba el texto refundido de la Ley Concursal) approving the Spanish Recast Insolvency Law, as amended or superseded from time to time.

“Spanish Issuing Bank Fees” has the meaning assigned to such term pursuant to Section 2.12(6).

“Spanish L/C Participation Fee” has the meaning assigned to such term pursuant to Section 2.12(6).

“Spanish Lender” means a Lender who is: (i) a Spanish tax-resident financial institution (entidad de crédito or establecimiento financiero de crédito) duly registered before the Bank of Spain as identified in paragraph (c) of article 61 of the Spanish Corporate Income Tax regulations approved by the Spanish Royal Decree 634/2015, of 10 July, as amended or restated (the “Spanish CIT regulations”); (ii) a Spanish tax-resident securitization fund as identified in paragraph (k) of article 61 of the Spanish CIT regulations; or (iii) a permanent establishment in Spain of a non-Spanish tax resident financial institution that is duly registered before the Bank of Spain, as identified in the second paragraph of article 8.1 of the Spanish Non-residents Income Tax regulations approved by Spanish Royal Decree 1776/2004, of 30 July, as amended or restated.

“Spanish Line Cap” means the lesser of (1) the aggregate amount of European Revolving Facility Commitments and (2) the Spanish Borrowing Base then in effect.

“Spanish Loan Parties” means the Spanish Borrowers and the Spanish Guarantors.

“Spanish Obligations” means:

(1)                all amounts owing to any Agent, any Issuing Bank or any Lender from a Spanish Loan Party pursuant to the terms of this Agreement or any other Loan Document, including all interest and expenses accrued or accruing (or that would, absent the commencement of an insolvency or liquidation proceeding, accrue) after the commencement by or against any Spanish Loan Party of any proceeding under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal, state, province, territory or foreign bankruptcy, insolvency, receivership or similar law naming such Spanish Loan Party as the debtor in such proceeding, in accordance with and at the rate specified in this Agreement, whether or not the claim for such interest or expense is allowed or allowable as a claim in such proceeding;

(2)                all amounts owing from a Spanish Loan Party to any Qualified Counterparty under any Specified Hedge Agreement;

(3)                any obligations owing from a Spanish Loan Party pursuant to the Ancillary Facility and any Ancillary Extensions of Credit thereunder; and

(4)                any Cash Management Obligations of any Spanish Loan Party;

provided that:

(a)                the Obligations of any Spanish Loan Party under any Specified Hedge Agreement, Cash Management Obligations and the Ancillary Facility or any Ancillary Extension of Credit thereunder will be secured and Guaranteed pursuant to the Spanish Security Documents only to the extent that, and for so long as, the other Spanish Obligations are so secured and Guaranteed; and

(b)                any release of Collateral or Guarantors effected in the manner permitted by this Agreement, the Guaranty or any Spanish Security Document and the Guaranty as provided by a Spanish Loan Party will not require the consent of any Cash Management Bank, Qualified Counterparty or any party to the Ancillary Facility or an Ancillary Extension of Credit thereunder pursuant to any Loan Document.

“Spanish Obligations Guarantors” means each Loan Party which has provided a guaranty of the Spanish Obligations pursuant to the Guaranty (and subject to the limitations set forth therein), in each case excluding any Excluded Subsidiary and subject to the Guaranty and Security Principles.

“Spanish Overadvance” has the meaning assigned to such term in Section 2.01(2).

“Spanish Protective Advance” has the meaning assigned to such term in Section 2.01(3).

“Spanish Public Document” means, a “documento público”, being either an “escritura pública” or a “póliza o efecto intervenido por fedatario público”.

“Spanish Qualifying Lender” means a Lender that is beneficially entitled to interest payable to such Lender under this Agreement and is an EU Lender, a Spanish Lender or a Spanish Treaty Lender.

“Spanish Revolving Facility Credit Exposure” means, at any time, the sum of the following amounts:

(1)                the aggregate principal amount of the European Revolving Loans made to the Spanish Borrowers outstanding at such time; and

(2)                the Spanish Revolving L/C Exposure with respect to Letters of Credit issued on behalf of the Spanish Borrowers at such time.

The Spanish Revolving Facility Credit Exposure of any Revolving Lender at any time will be, subject to adjustment as expressly provided in Section 2.23, the product of (a) such Revolving Lender’s European Revolving Facility Percentage and (b) the aggregate Spanish Borrower Revolving Facility Credit Exposure of all Revolving Lenders, collectively, at such time.

“Spanish Revolving L/C Exposure” means, at any time, the sum of (1) the aggregate undrawn face amount of all European Letters of Credit issued on behalf of the Spanish Borrowers outstanding at such time and (2) the aggregate principal amount of all European L/C Disbursements made with respect to European Letters of Credit issued on behalf of the Spanish Borrowers that have not yet been reimbursed at such time. The Spanish Revolving L/C Exposure of any Revolving Lender at any time will mean its European Revolving Facility Percentage of the aggregate Spanish Revolving L/C Exposure at such time. For all purposes of this Agreement, if on any date of determination a European Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the International Standard Practices, International Chamber of Commerce No. 590, such European Letter of Credit will be deemed to be “outstanding” in the amount so remaining available to be drawn. Unless otherwise specified herein, the amount of a European Letter of Credit at any time will be deemed to be the stated amount of such European Letter of Credit in effect at such time; provided that, with respect to any European Letter of Credit that by its terms or the terms of any document related thereto provides for one or more automatic increases in the stated amount thereof, the amount of such European Letter of Credit will be deemed to be the maximum stated amount of such European Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

“Spanish Royal Decree 5/2005” means the Royal Decree Law 5/2005 of 11 March 2005 of urgent reforms for the productivity and for the improvement of the public sector contracting (Real Decreto Ley 5/2005, de 11 de marzo, de reformas urgentes para el impulso de la productividad y para la mejora de la contratación pública), as amended from time to time.

“Spanish Security Documents” means the collective reference to those documents identified as “Initial Spanish Security Documents” on Schedule 1.01(3) and each of the security agreements and other instruments and documents executed and delivered by any Spanish Loan Party pursuant thereto or pursuant to Section 5.10, including, but not limited to the Spanish Amendment and Ratification Documents.

“Spanish Treaty Lender” means a Lender who:

(1)                is treated as a resident of a Spanish Treaty State for purposes of a Spanish Treaty;

(2)                does not carry on a business in Spain through a permanent establishment therein with which such Lender’s interest in the relevant Loan is effectively connected; and

(3)                fulfils any conditions which must be fulfilled under that Spanish Treaty to obtain full exemption from Spanish tax on interest payable to that Lender in respect of an advance under a Loan Document, including the completion of any necessary procedural formalities.

For the avoidance of doubt, a Lender with respect to a Spanish Loan Party that is a bank or other financial institution claiming the benefits of the Treaty between Spain and the United States of America dated February 22, 1990, shall have the status of a Spanish Treaty Lender, even if interest payable to that Lender is not fully exempted from Spanish tax under the Treaty between Spain and the United States of America.

“Spanish Treaty State” means a jurisdiction having a double tax treaty (a “Spanish Treaty”) in force with Spain, making provision for full (or partial in the case of the Treaty between Spain and the United States of America) exemption from tax imposed by Spain on interest.

“Special Closing Date Payments” means Restricted Payments and/or cash payments or other distributions in cash in respect of, or redemption, retirement, acquisition, cancellation or termination in respect of any Junior Financing owing to Huntsman and its Subsidiaries in an aggregate principal amount not to exceed the net proceeds of the Term Loans and the Senior Notes.

“Specified Event of Default” means any Event of Default under Section 8.01(2), 8.01(3) (solely with respect to payments of interest and Fees), 8.01(8) or 8.01(9).

“Specified Foreign Jurisdiction” means Canada, France, Germany, Luxembourg, Spain and the United Kingdom.

“Specified Hedge Agreement” means any Hedge Agreement entered into or assumed between or among Holdings or any Subsidiary of Holdings and any Qualified Counterparty and designated by the Qualified Counterparty and Holdings in writing to the Administrative Agent as a “Specified Hedge Agreement” under this Agreement (but only if such Hedge Agreement has not been designated as a “Specified Hedge Agreement” under the Term Loan Credit Agreement) and it being understood that one notice of such designation with respect to a specified ISDA Master Agreement may designate all transactions thereunder as being a “Specified Hedge Agreement”, without the need for separate notices for each individual transaction thereunder.

“Specified Hedge Obligations” means all amounts owing to any Qualified Counterparty under any Specified Hedge Agreement.

“Specified Transaction” means any Investment (including any Limited Condition Acquisition), disposition, incurrence or repayment of Indebtedness, Restricted Payment, Subsidiary designation, Incremental Facility that by the terms of this Agreement requires such test to be calculated on a “Pro Forma Basis”; provided that any increase in the Commitments (including, for this purpose, any Incremental Commitment or Extended Commitment) above the amount of Commitments in effect on the Closing Date, for purposes of this “Specified Transaction” definition, shall be deemed to be fully drawn; provided, further, that, at Holdings’ election, any such Specified Transaction (other than a Restricted Payment) having an aggregate value of less than $5.0 million shall not be calculated on a “Pro Forma Basis.”

“Specified UK Plans” means the Tioxide Europe Ltd Pension Plan, the Huntsman Global Pension Scheme and the Tioxide Europe Ltd Non-Qualified Plan.

“Spot Rate” for a currency means the rate determined by the Administrative Agent to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date of such determination; provided that the Administrative Agent may obtain such spot rate from another financial institution designated by the Administrative Agent if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency.

“Springing Maturity Date” has the meaning assigned such term in the definition of “Maturity Date”.

“Standard Securitization Undertakings” means representations, warranties, covenants, indemnities and Guarantees of performance entered into by Holdings or any Subsidiary of such Borrower that a Responsible Officer of Holdings has determined in good faith to be customary in a Receivables Financing including those relating to the servicing of the assets of a Receivables Subsidiary, it being understood that any Receivables Repurchase Obligation will be deemed to be a Standard Securitization Undertaking.

“Standby Letters of Credit” means standby letters of credit issued for any lawful purposes of Holdings and its Subsidiaries.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Federal Reserve Board to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate or Adjusted EURIBOR Rate, as applicable, for eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D) or any other reserve ratio or analogous requirement of any central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Loans. Such reserve percentage shall include those imposed pursuant to Regulation D. Term Benchmark Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

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

“Sterling Equivalent” shall mean, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in Sterling, determined by Administrative Agent on the basis of the Spot Rate for the purchase of Sterling with Dollars.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company or other entity of which (1) Equity Interests having ordinary voting power (other than Equity Interests having such power only by reason of the happening of a contingency) to elect a majority of the Board of Directors of such corporation, partnership, limited liability company or other entity are at the time owned by such Person; or (2) more than 50.0% of the Equity Interests are at the time owned by such Person. Unless otherwise indicated in this Agreement, all references to Subsidiaries will mean Subsidiaries of Holdings.

“Subsidiary Loan Parties” means (1) each Wholly Owned Subsidiary of Holdings (other than the Borrowers) on the Closing Date (other than any Excluded Subsidiary); and (2) each Wholly Owned Subsidiary (other than any Excluded Subsidiary) of Holdings that becomes, or is required to become, a party to the US Collateral Agreement or any other Security Document after the Closing Date pursuant to Section 5.10.

“Supermajority Revolving Lenders” means, at any time, Lenders having (1) Revolving Facility Credit Exposure and (2)  Available Unused Commitments that, taken together, represent more than 66.67% of the sum of (a) all Revolving Facility Credit Exposure and (b) the total Available Unused Commitments outstanding at such time. The Revolving Facility Credit Exposure and Available Unused Commitments of any Defaulting Lender will be disregarded in determining Supermajority Revolving Lenders.

“Supported QFC” has the meaning assigned to it in Section 10.17.

“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“Swingline Borrowing” means a Borrowing comprised of Swingline Loans.

“Swingline Borrowing Request” means a request by the Borrowers for a Swingline Loan, which shall be substantially in the form of Exhibit D.

“Swingline Commitment” means, with respect to any Swingline Lender, the commitment of such Swingline Lender to make Swingline Loans pursuant to Section 2.04(1)(x). The aggregate amount of the Swingline Commitments on the Restatement Agreement Effective Date is $30.0 million.

“Swingline Exposure” means, at any time, the aggregate principal amount of all outstanding Swingline Borrowings made to U.S. Borrowers at such time. The Swingline Exposure of any Revolving Lender at any time will mean its U.S./Canadian Revolving Facility Percentage of the aggregate Swingline Exposure at such time.

“Swingline Lender” means, JPMCB, in its capacity as a lender of Swingline Loans.

“Swingline Loans” means the swingline loans made to the U.S. Borrowers pursuant to Section 2.04(1)(x).

“Syndication Agent” means Citigroup Global Markets Inc. in its capacity as Syndication Agent.

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

“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET2) payment system.

“Taxes” means any and all present or future taxes, levies, imposts, duties, charges, deductions and withholdings in the nature or on account of tax (including backup withholding) imposed by any Governmental Authority and including any penalty or interest payable in connection with any failure to pay (or to declare taxable profits) or any delay in paying any of the same (or declaring taxable profits) related thereto.

“Tax Deduction” means a deduction or withholding for or on account of Taxes from a payment under any Loan Document, other than a FATCA Deduction.

“TEG Letter” means each letter from the Administrative Agent provided to a French Borrower from time to time pursuant to Section 2.24 (Effective Global Rate).

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

“Term Benchmark Borrowing” means a Borrowing comprised of Term Benchmark Loans.

“Term Benchmark Loan” means any Loan bearing interest determined by reference to the Adjusted LIBO Rate or the Adjusted EURIBOR Rate.

“Term Benchmark Revolving Facility Borrowing” means a Borrowing comprised of Term Benchmark Revolving Loans.

“Term Benchmark Revolving Loan” means any Revolving Loan bearing interest at a rate determined by reference to the Adjusted LIBO Rate or the Adjusted EURIBOR Rate.

“Term Loan Credit Agreement” means the Term Loan Credit Agreement, dated as of August 8, 2017, among Holdings, Lux Parent, U.S. Parent, the lenders party thereto and JPMCB, as administrative agent and collateral agent, initially in respect of $375.0 million of term loans made available on the Closing Date, as such document may be amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof.

“Term Loan Documents” means the Term Loan Credit Agreement and the other “Loan Documents” under and as defined in the Term Loan Credit Agreement, as each such document may be amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof.

“Term Loan Security Documents” means the “Security Documents” as defined in the Term Loan Credit Agreement.

“Term Loan Obligations” means the “Obligations” as defined in the Term Loan Credit Agreement.

“Term Loans” means the “Term Loans” as defined in the Term Loan Credit Agreement.

“Term Priority Collateral” means “Term Loan Priority Collateral” as defined in the Intercreditor Agreement.

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

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

“Term SOFR Transition Event” means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable (and, for the avoidance of doubt, not in the case of an Other Benchmark Rate Election), has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.14 that is not Term SOFR.

“Title Company” has the meaning assigned to such term in Section 5.10(2)(c).

“Title Policy” has the meaning assigned to such term in Section 5.10(2)(c).

“Total Net Leverage Ratio” means, as of any date, the ratio of Consolidated Total Net Debt as of such date to Consolidated EBITDA for the most recent four fiscal quarter period for which Required Financial Statements have been delivered (or were required to be delivered), calculated on a Pro Forma Basis.

“Trade Letters of Credit” means trade letters of credit issued in support of trade obligations of Holdings or the Subsidiaries incurred in the ordinary course of business.

“tranche” has the meaning assigned to such term in Section 2.22(1).

“Transaction Documents” means the Loan Documents, the Term Loan Documents and the Senior Notes Documents.

“Transactions” means, collectively, the transactions contemplated to occur pursuant to the Transaction Documents, including:

(1)                the consummation of the Venator Consolidation Transactions;

(2)                the execution and delivery of the Loan Documents, the creation of the Liens pursuant to the Security Documents and the initial borrowings hereunder;

(3)                the execution and delivery of the Term Loan Documents, the creation of the Liens pursuant to the Term Loan Security Documents and the initial borrowings under the Term Loan Credit Agreement;

(4)                the execution and delivery of the Senior Notes Documents and the issuance of the Senior Notes;

(5)                the Initial Venator Distribution Transaction;

(6)                the Huntsman Release;

(7)                the Special Closing Date Payment; and

(8)                the payment of all fees, costs and expenses in connection with the foregoing.

“Treaty Lender” means a Lender which:

(1)                is treated as resident of a Treaty State for the purposes of the Treaty;

(2)                does not carry on business in the jurisdiction of incorporation of the relevant Loan Party through a permanent establishment with which that Lender’s participation in the Loan is effectively connected;

(3)                is acting from a Facility Office situated in its jurisdiction or incorporation; and

(4)                fulfils any other conditions which must be fulfilled under the relevant Treaty by residents of the Treaty State for such residents to obtain full exemption from Tax imposed on any payment received or accrued under the relevant Loan Document by the jurisdiction of incorporation of the relevant Loan Party, subject to the completion of any necessary procedural formalities.

“Treaty State” means a jurisdiction having a double taxation agreement with the jurisdiction of the relevant Loan Party (a “Treaty”), which makes provision for full exemption from Tax imposed on any payment received or accrued under the relevant Loan Document payments.

“Trust Account” means any accounts or trusts used solely to hold Trust Funds.

“Trust Funds” means, to the extent segregated from other assets of the Loan Parties in a segregated account that contains amounts comprised solely and exclusively of such Trust Funds, cash, Cash Equivalents or other assets comprised solely of:

(1)                funds used for payroll and payroll taxes and other employee benefit payments to or for the benefit of such Loan Party’s employees;

(2)                all taxes required to be collected, remitted or withheld (including federal and state withholding taxes (including the employer’s share thereof));

(3)                (a) proceeds from the issuance of Indebtedness, (b) proceeds from the sale or disposition of assets (other than ABL Priority Collateral) and (c) proceeds of insurance and condemnation awards (and payments in lieu thereof) relating to any assets (other than ABL Priority Collateral) in each of clauses (a), (b) and (c), to the extent such cash or permitted investment is required to be deposited in an account pursuant to the documentation governing any indebtedness having a first priority lien on any such assets; and

(4)                any other funds which Holdings or any of the Restricted Subsidiaries holds in trust or as an escrow or fiduciary for another person which is not a Restricted Subsidiary of Holdings.

“Type” means, when used in respect of any Loan or Borrowing, the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined. For purposes hereof, the term “Rate” means Adjusted LIBO Rate, Adjusted EURIBOR Rate, CDOR Rate, Daily Simple RFR or ABR, as applicable.

“U.K. Borrower” and “U.K. Borrowers” have the respective meanings assigned to such terms in the recitals hereto.

“U.K. Borrowing Base” means, at any time, the sum of:

(1)                (x) 85% of the Eligible Accounts (other than Eligible Investment Grade Accounts) owned by the U.K. Borrowers plus (y) 90% of the Eligible Investment Grade Accounts owned by the U.K. Borrowers; plus

(2)                the lesser of (i) 70% of the Cost of Eligible Inventory owned by the U.K. Borrowers and (ii) 85% of the Net Orderly Liquidation Value of Eligible Inventory owned by the U.K. Borrowers; plus

(3)                the positive amount, if any, by which the U.S. Borrowing Base (after giving effect to any amount of the U.S. Borrowing Base included in any other Borrowing Base (other than the U.S. Borrowing Base)) exceeds the U.S. Revolving Facility Credit Exposure; less

(4)                Reserves.

Notwithstanding anything to the contrary contained herein, any Acquired Asset ABL Priority Collateral owned by the U.K. Borrowers will immediately be included in the U.K. Borrowing Base at a value equal to the Acquired Asset Borrowing Base Calculation thereof; provided, that if the Borrowers have not delivered, at their expense, a customary field examination and inventory appraisal reasonably acceptable to Administrative Agent within 90 days of the acquisition of such Acquired Asset ABL Priority Collateral (or such longer period as the Administrative Agent may reasonably agree), such Acquired Asset ABL Priority Collateral will cease to be eligible for inclusion in the U.K. Borrowing Base.

“U.K. Borrower DTTP Filing” means an HM Revenue & Customs’ Form DTTP2 duly completed and filed by the relevant Borrower, which contains the scheme reference number and jurisdiction of tax residence provided by the relevant U.K. Treaty Lender pursuant to Section 2.17(6)(e)(ii), and is filed with HM Revenue & Customs: (a) within 30 days of the relevant U.K. Treaty Lender providing its scheme reference number and jurisdiction of tax residence pursuant to Section 2.17(6)(e)(i); or (b) if the relevant Borrower becomes a party hereunder after the date of this Agreement and the relevant U.K. Treaty Lender has already provided such information, within 30 days of the date on which that Borrower becomes a party under this Agreement.

“U.K. CTA” means the U.K. Corporation Tax Act 2009.

“UK Financial Institutions” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“U.K. Guarantor” means: (1) each Wholly Owned Subsidiary of Holdings incorporated in England and Wales (other than any Excluded Subsidiary) on the Closing Date, (2) Holdings or (3) each Wholly Owned Subsidiary of Holdings incorporated in England and Wales that becomes, or is required to become, a party to the U.K. Security Documents after the Closing Date pursuant to Section 5.10.

“U.K. Issuing Bank Fees” has the meaning assigned to such term pursuant to Section 2.12(7).

“U.K. ITA” means the U.K. Income Tax Act 2007.

“U.K. L/C Participation Fee” has the meaning assigned to such term pursuant to Section 2.12(7).

“U.K. Line Cap” means the lesser of (1) the aggregate amount of European Revolving Facility Commitments and (2) the U.K. Borrowing Base then in effect.

“U.K. Loan Parties” means the U.K. Borrowers and the U.K. Guarantors.

“U.K. Non-Bank Lender” means a Lender in respect of a U.K. Borrower which gives a U.K. Tax Confirmation.

“U.K. Obligations” means:

(1)                all amounts owing to any Agent, any Issuing Bank or any Lender from a U.K. Loan Party pursuant to the terms of this Agreement or any other Loan Document, including all interest and expenses accrued or accruing (or that would, absent the commencement of an insolvency or liquidation proceeding, accrue) after the commencement by or against any U.K. Loan Party of any proceeding under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal, state, province or foreign bankruptcy, insolvency, receivership, restructuring plan or similar law naming such U.K. Loan Party as the debtor in such proceeding, in accordance with and at the rate specified in this Agreement, whether or not the claim for such interest or expense is allowed or allowable as a claim in such proceeding;

(2)                all amounts owing from a U.K. Loan Party to any Qualified Counterparty under any Specified Hedge Agreement;

(3)                any obligations owing from a U.K. Loan Party pursuant to the Ancillary Facility and any Ancillary Extensions of Credit thereunder; and

(4)                any Cash Management Obligations of any U.K. Loan Party;

provided that:

(a)                the Obligations of any U.K. Loan Party under any Specified Hedge Agreement, Cash Management Obligations and the Ancillary Facility and any Ancillary Extension of Credit thereunder will be secured and Guaranteed pursuant to the U.K. Security Documents and the Guaranty as provided by a U.K. Loan Party only to the extent that, and for so long as, the other U.K. Obligations are so secured and Guaranteed; and

(b)                any release of Collateral or Guarantors effected in the manner permitted by this Agreement, the Guaranty or any U.K. Security Document will not require the consent of any Cash Management Bank, Qualified Counterparty or any party to the Ancillary Facility or a Ancillary Extension of Credit thereunder pursuant to any Loan Document.

“U.K. Obligations Guarantors” means each Loan Party which has provided a guaranty of the U.K. Obligations pursuant to the Guaranty (and subject to the limitations set forth therein), in each case excluding any Excluded Subsidiary and subject to the Guaranty and Security Principles.

“U.K. Overadvance” has the meaning assigned to such term in Section 2.01(2).

“U.K. Protective Advance” has the meaning assigned to such term in Section 2.01(3).

“U.K. Qualifying Lender” means a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under a Loan Document and is (a) a Lender: (i) which is a bank (as defined for the purpose of section 879 of the U.K. ITA) making an advance under a Loan Document and is within the charge to U.K. corporation tax as respects any payments of interest made in respect of that advance or would be within such charge as respects such payments apart from section 18A of the U.K. CTA; or (ii) in respect of an advance made under a Loan Document by a person that was a bank (as defined for the purpose of section 879 of the U.K. ITA) at the time that that advance was made and within the charge to U.K. corporation tax as respects any payments of interest made in respect of that advance; or (b) a Lender which is: (i) a company resident in the United Kingdom for U.K. tax purposes; or (ii) a partnership each member of which is: (1) a company so resident in the United Kingdom; or (2) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the U.K. CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the U.K. CTA; or (iii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the U.K. CTA) of that company; or (c) a U.K. Treaty Lender.

“UK Resolution Authority” shall mean the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“U.K. Revolving Facility Credit Exposure” means, at any time, the sum of the following amounts:

(1)                the aggregate principal amount of the European Revolving Loans made to the U.K. Borrowers outstanding at such time; and

(2)                the U.K. Revolving L/C Exposure with respect to Letters of Credit issued on behalf of the U.K. Borrowers at such time.

The U.K. Revolving Facility Credit Exposure of any Revolving Lender at any time will be, subject to adjustment as expressly provided in Section 2.23, the product of (a) such Revolving Lender’s European Revolving Facility Percentage and (b) the aggregate U.K. Borrower Revolving Facility Credit Exposure of all Revolving Lenders, collectively, at such time.

“U.K. Revolving L/C Exposure” means, at any time, the sum of (1) the aggregate undrawn face amount of all European Letters of Credit issued on behalf of the U.K. Borrowers outstanding at such time and (2) the aggregate principal amount of all European L/C Disbursements made with respect to European Letters of Credit issued on behalf of the U.K. Borrowers that have not yet been reimbursed at such time. The U.K. Revolving L/C Exposure of any Revolving Lender at any time will mean its European Revolving Facility Percentage of the aggregate U.K. Revolving L/C Exposure at such time. For all purposes of this Agreement, if on any date of determination a European Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the International Standard Practices, International Chamber of Commerce No. 590, such European Letter of Credit will be deemed to be “outstanding” in the amount so remaining available to be drawn. Unless otherwise specified herein, the amount of a European Letter of Credit at any time will be deemed to be the stated amount of such European Letter of Credit in effect at such time; provided that, with respect to any European Letter of Credit that by its terms or the terms of any document related thereto provides for one or more automatic increases in the stated amount thereof, the amount of such European Letter of Credit will be deemed to be the maximum stated amount of such European Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

“U.K. Security Documents” means the collective reference to those documents identified as “Initial U.K. Security Documents” on Schedule 1.01(3) and each of the security agreements and other instruments and documents governed by English law under which a Lien is granted in favor of the Collateral Agent executed and delivered by any U.K. Loan Party pursuant thereto or pursuant to Section 5.10.

“U.K. or “United Kingdom” means the United Kingdom of Great Britain and Northern Ireland.

“U.K. Tax Confirmation” means a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Loan Document is either: (a) a company resident in the United Kingdom for United Kingdom tax purposes; or (b) a partnership each member of which is: (i) a company so resident in the United Kingdom; or (ii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the U.K. CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the U.K. CTA; or (c) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the U.K. CTA) of that company.

“U.K. Tax Deduction” means a deduction or withholding for or on account of Tax imposed by the United Kingdom from a payment under a Loan Document, other than a FATCA Deduction.

“U.K. Treaty State” means a jurisdiction having a double taxation agreement (a “U.K. Treaty”) with the United Kingdom which makes provision for full exemption from tax imposed by the United Kingdom on interest.

“U.K. Treaty Lender” means a Lender which:

(1)                is treated as a resident of a U.K. Treaty State for the purposes of a U.K. Treaty;

(2)                does not carry on a business in the United Kingdom through a permanent establishment with which that Lender’s participation in the Loan is effectively connected; and

(3)                fulfils any conditions which must be fulfilled under that double taxation agreement to obtain full exemption from United Kingdom tax on interest payable to that Lender in respect of an advance under a Loan Document, including the completion of any necessary procedural formalities.

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

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

“Unrestricted Cash” means, as of any date, all cash and Cash Equivalents of Holdings and its Restricted Subsidiaries as of such date that would not appear as “restricted” on the Required Financial Statements, determined on a consolidated basis in accordance with GAAP, determined based upon the most recent quarter-end financial statements available internally as of the date of determination, and calculated on a Pro Forma Basis.

“Unrestricted Subsidiary” means any Subsidiary of Holdings specified on Schedule 1.01(4) as of the Closing Date and any other Subsidiary of Holdings (other than the Borrowers) designated by Holdings as an Unrestricted Subsidiary hereunder after the Closing Date by written notice to the Administrative Agent, unless in each case such Subsidiary has been subsequently re-designated as a Restricted Subsidiary by Holdings hereunder; provided that Holdings will only be permitted to so designate a new Unrestricted Subsidiary after the Closing Date or subsequently re-designate any such Unrestricted Subsidiary as a Restricted Subsidiary (by written notice to the Administrative Agent) if:

(1)                no Event of Default is continuing; provided, that if such Subsidiary is being designated as an Unrestricted Subsidiary in connection with a Limited Condition Acquisition, (a) at Holdings’ option, the date of determination of such condition shall be the LCA Test Date and (b) on the date such Subsidiary is designated as an Unrestricted Subsidiary, no Specified Event of Default shall have occurred and be continuing or would exist immediately after such designation;

(2)                such designation or re-designation would not cause an Event of Default; provided, that if such Subsidiary is being designated as an Unrestricted Subsidiary in connection with a Limited Condition Acquisition, (a) at Holdings’ option, the date of determination of such condition shall be the LCA Test Date and (b) on the date such Subsidiary is designated as an Unrestricted Subsidiary, such designation or re-designation would not cause a Specified Event of Default; and

(3)                compliance with the Payment Conditions.

The designation of any Restricted Subsidiary as an Unrestricted Subsidiary will constitute an Investment for purposes of Section 6.04. The redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary will be deemed to be an incurrence at the time of such designation of Indebtedness of such Unrestricted Subsidiary and the Liens on the assets of such Unrestricted Subsidiary, in each case outstanding on the date of such redesignation.

“U.S. Alternate Base Rate” means, for any date, a fluctuating rate per annum equal to the highest of (1) the NYFRB Rate in effect on such day plus ½ of 1%, (2) the Prime Rate in effect on such day, or (3) the Adjusted LIBO Rate plus 1.00% (and if, at any time, any such rate is below zero, the U.S. Alternate Base Rate shall be deemed to be zero at such time); provided that for the purpose of this definition, any change in the ABR due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively.

“USA PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).

“U.S. Borrower” and “U.S. Borrowers” have the respective meanings assigned to such terms in the recitals hereto.

“U.S. Borrowing Base” means, at any time, the sum of:

(1)                (x) 85% of the Eligible Accounts (other than Eligible Investment Grade Accounts) held by the U.S. Borrowers and the U.S. Guarantors plus (y) 90% of the Eligible Investment Grade Accounts owned by the U.S. Borrowers and the U.S. Guarantors; plus

(2)                The lesser of (i) 70% of the Cost of Eligible Inventory owned by the U.S. Borrowers or the U.S. Guarantors and (ii) 85% of the Net Orderly Liquidation Value of Eligible Inventory held by the U.S. Borrowers and the U.S. Guarantors; plus

(3)                At the option of the U.S. Borrowers, 100% of Qualified Cash of the U.S. Borrowers and the U.S. Guarantors; provided that, at any time, the aggregate amount of Qualified Cash included in the U.S. Borrowing Base, together with the aggregate amount of Qualified Cash included in the Canadian Borrowing Base, shall not exceed $15.0 million; less

(4)                Reserves; less

(5)       the amount, if any, of the U.S. Borrowing Base included in any other Borrowing Base (calculated immediately after giving effect to such amount of the U.S. Borrowing Base included in any other Borrowing Base).

Notwithstanding anything to the contrary contained herein, any Acquired Asset ABL Priority Collateral owned by a U.S. Borrower or a U.S. Guarantor will immediately be included in the U.S. Borrowing Base at a value equal to the Acquired Asset Borrowing Base Calculation thereof; provided, that if the Borrowers have not delivered, at their expense, a customary field examination and inventory appraisal reasonably acceptable to Administrative Agent within 90 days of the acquisition of such Acquired Asset ABL Priority Collateral (or such longer period as the Administrative Agent may reasonably agree), such Acquired Asset ABL Priority Collateral will cease to be eligible for inclusion in the U.S. Borrowing Base.