EX-10.1 2 kro-20230508xex10d1.htm EX-10.1 1

Exhibit 10.1

FIRST AMENDMENT TO
CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of May 8, 2023, by and among the lenders identified on the signature pages hereof ("Lenders"), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, "Agent"), KRONOS WORLDWIDE, INC., a Delaware corporation ("Worldwide"), KRONOS LOUISIANA, INC., a Delaware corporation ("Kronos Louisiana"), KRONOS (US), INC., a Delaware corporation ("Kronos US"; together with Worldwide and Kronos Louisiana, are referred to hereinafter each individually as a "US Borrower", and individually and collectively, jointly and severally, as the "US Borrowers"), KRONOS CANADA, INC., a Canadian corporation ("Canadian Borrower"), KRONOS EUROPE NV, a limited liability company (naamloze vennootschap / société anonyme) ("Belgian Borrower") and KRONOS TITAN GMBH, a limited liability company (Gesellschaft mit beschränkter Haftung) ("German Borrower"; together with US Borrowers, Canadian Borrower and Belgian Borrower, are referred to hereinafter each individually as a "Borrower", and individually and collectively as the "Borrowers").

WHEREAS, the Borrowers, Agent and Lenders are parties to that certain Credit Agreement dated as of April 20, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"); and

WHEREAS, the parties hereto have agreed to amend the Credit Agreement in certain respects, in each case, subject to the terms and conditions contained herein;

NOW THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows:

1.Defined Terms.  Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Credit Agreement.
2.Amendments to Credit Agreement.  Subject to the satisfaction of the conditions set forth in Section 4 below and in reliance on the representations and warranties set forth in Section 5 below, the Credit Agreement is hereby amended as follows:
2.1.the Credit Agreement (excluding schedules and exhibits) is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as reflected in the modifications set forth in the document attached hereto as Exhibit A.  
2.2.Exhibit L-1 to the Credit Agreement is hereby amended and restated in its entirety as set forth on Exhibit L-1 attached hereto.


3.[Reserved]
4.Conditions to Effectiveness of Amendments.  This Amendment shall become effective as of the date first written above upon the satisfaction of the following conditions precedent:
4.1.Each party hereto shall have executed and delivered this Amendment to Agent, and a copy of the attached Consent and Reaffirmation executed and delivered by Kronos International, Inc.; and
4.2.No Default or Event of Default shall have occurred and be continuing.
5.Representations and Warranties.  In order to induce Agent and Lenders to enter into this Amendment, each Borrower hereby represents and warrants to Agent and Lenders, after giving effect to this Amendment:
5.1.All representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of this Amendment, in each case as if made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date);
5.2.No Default or Event of Default has occurred and is continuing; and
5.3.This Amendment, and the Credit Agreement as amended hereby, constitute legal, valid and binding obligations of such Borrower and are enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
6.Expenses.  Borrowers agree to pay on demand all Lender Group Expenses of Agent and Lenders in connection with the preparation, negotiation, execution, delivery and administration of this Amendment in accordance with the terms of the Credit Agreement.
7.CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, ETC. THE VALIDITY OF THIS AMENDMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO, AND ANY CLAIMS, CONTROVERSIES OR DISPUTES ARISING HEREUNDER OR RELATED SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. WITHOUT LIMITING THE FOREGOING, THIS AMENDMENT SHALL BE SUBJECT TO THE PROVISIONS (INCLUDING WITH RESPECT TO VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE) SET FORTH IN SECTION 12(b)-(e)

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(INCLUSIVE) OF THE CREDIT AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN MUTATIS MUTANDIS.
8.Counterparts.  This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same agreement. Delivery of an executed counterpart of this Amendment by facsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by facsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Amendment but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment.
9.Reference to and Effect on the Loan Documents.  
9.1.Upon and after the effectiveness of this Amendment, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to "the Credit Agreement", "thereof’ or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby.
9.2.Except as specifically set forth in this Amendment, the Credit Agreement and all other Loan Documents, have been duly executed and delivered by each Loan Party that is a party thereto and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed and shall constitute the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally.
9.3.The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Agent or any Lender under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.
10.Integration.  This Amendment, together with the other Loan Documents, reflects the entire understanding of the parties with respect to the matters contemplated hereby and shall not be contradicted or qualified by any other agreement, oral or written, before the date hereof.
11.Severability.  Each provision of this Amendment shall be severable from every other provision of this Amendment for the purpose of determining the legal enforceability of any specific provision.
12.No Waiver. This Amendment shall have no binding force or effect until all of the conditions to the effectiveness of this Amendment have been satisfied as set forth herein. The amendments set forth in Section 2 above are effective solely for the purposes set forth herein and shall be limited precisely as written and, except as expressly provided in this Amendment, shall not be deemed to (a) be a consent to any amendment, waiver or

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modification of any term or condition of the Credit Agreement or of any other Loan Document or (b) prejudice, impair or effect any right or remedies that Agent or the Lenders may have or may have in the future under or in connection with the Credit Agreement or any other Loan Document.
13.Further Assurances. Each Loan Party party hereto agrees to execute and deliver any documents, agreements, instruments, certificates, notices or any other arrangements and take any and all further action that, in each case, may be required under applicable law or that the Agent or the Required Lenders may request in order to effectuate to more fully reflect the intent of the parties hereto and the matters contemplated by this Amendment or the Credit Agreement (as amended by this Amendment) or any other Loan Documents.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized and delivered as of the date first above written.

US BORROWERS:

KRONOS WORLDWIDE, INC.,
a Delaware corporation


By:​ ​/s/ Bryan A. Hanley​ ​
Name: Bryan A. Hanley
Title: Senior Vice President and Treasurer

KRONOS LOUISIANA, INC.,
a Delaware corporation


By: /s/ Bryan A. Hanley​ ​
Name: Bryan A. Hanley
Title: Senior Vice President and Treasurer

KRONOS (US), INC.,
a Delaware corporation


By: /s/ Bryan A. Hanley​ ​
Name: Bryan A. Hanley
Title: Senior Vice President and Treasurer

CANADIAN BORROWER

KRONOS CANADA, INC.,
a Canadian corporation


By: /s/ Bryan A. Hanley​ ​
Name: Bryan A. Hanley
Title: Senior Vice President and Treasurer

Signature Page to First Amendment to Credit Agreement


BELGIAN BORROWER

KRONOS EUROPE NV,
a limited liability company (naamloze vennootschap / société anonyme)


By: /s/ Tim C. Hafer​ ​
Name: Tim C. Hafer
Title: Authorized Signatory

GERMAN BORROWER

KRONOS TITAN GMBH,
a limited liability company (Gesellschaft mit beschränkter Haftung)


By: /s/ Martin Bekker​ ​
Name: Martin Bekker
Title: Managing Director

By: /s/ Rainer Gruber​ ​
Name: Rainer Gruber
Title: Managing Director

Signature Page to First Amendment to Credit Agreement



WELLS FARGO CAPITAL FINANCE CORPORATION CANADA, as a Lender


By:/s/Carmela Massari​ ​
Name:Carmela Massari

, as a Lender


By:/s/Alison Powell​ ​
Name:Allison Powell

Authorized Signatory

, as a Lender


By:/s/Alison Powell​ ​
Name:Allison Powell

AGENT AND LENDERS

WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Agent, as Lead Arranger, and as Book Runner and as a Lender


By:/s/Jake Elliott​ ​
Name:Jake Elliott

Its Authorized Signatory



WELLS FARGO CAPITAL FINANCE CORPORATION CANADA, as a Lender


By:/s/Carmela Massari​ ​
Name:Carmela Massari

Its Authorized Signatory

WELLS FARGO BANK, NATIONAL ASSOCIATION, LONDON BRANCH, as a Lender


By:/s/Alison Powell​ ​
Name:Allison Powell

Its Authorized Signatory

WELLS FARGO CAPITAL FINANCE (UK) LIMITED, as a Lender


By:/s/Alison Powell​ ​
Name:Allison Powell

Its Authorized Signatory

Signature Page to First Amendment to Credit Agreement


CONSENT AND REAFFIRMATION

The undersigned hereby (i) acknowledges receipt of a copy of the foregoing First Amendment to Credit Agreement (the "Amendment"); (ii) consents to each Borrower's execution and delivery of the Amendment; (iii) agrees to be bound by the Amendment; and (iv) affirms that nothing contained therein shall modify in any respect whatsoever any Loan Documents (other than as specifically provided in the Amendment) to which the undersigned is a party and reaffirms that the Loan Documents to which it is a party shall continue to remain in full force and effect.  Although the undersigned has been informed of the matters set forth herein and has acknowledged and agreed to same, the undersigned understands that Agent and Lenders have no obligation to inform the undersigned of such matters in the future or to seek the undersigned's acknowledgment or agreement to future amendments, waivers or consents, and nothing herein shall create such a duty.


IN WITNESS WHEREOF, the undersigned has executed this Consent and Reaffirmation on and as of the date of the Amendment.

KRONOS INTERNATIONAL, INC.


By: /s/ Bryan A. Hanley​ ​
Name: Bryan A. Hanley
Title: Senior Vice President and Treasurer

Signature Page to Consent and Reaffirmation to First Amendment to Credit Agreement


EXHIBIT A

See attached


Graphic

CREDIT AGREEMENT

by and among

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent,

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Lead Arranger,

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Sole Book Runner,

THE LENDERS THAT ARE PARTIES HERETO

as the Lenders,

KRONOS WORLDWIDE, INC., KRONOS LOUISIANA, INC., KRONOS (US), INC.,

KRONOS CANADA, INC., KRONOS EUROPE NV and KRONOS TITAN GMBH

as Borrowers

Dated as of April 20, 2021

as amended by that certain First Amendment to Credit Agreement dated as of May 8, 2023

14015595v4 4/18/2023 5:05 PM_1989.312


Table of Contents

Page

1.DEFINITIONS AND CONSTRUCTION.1

1.1.Definitions1

1.2.Accounting Terms<92>94

1.3.Code; PPSA<93>94

1.4.Construction<94>95

1.5.Time References<95>96

1.6.Schedules and Exhibits<95>96

1.7.Divisions<95>96

1.8.Exchange Rates; Currency Equivalents; Applicable Currency.<95>96

1.9.Belgian Terms<96>97

2.LOANS AND TERMS OF PAYMENT.<98>99

2.1.Revolving Loans.<98>99

2.2.[Intentionally Omitted].<100>102

2.3.Borrowing Procedures and Settlements.<100>102

2.4.Payments; Reductions of Commitments; Prepayments.<114>115

2.5.Promise to Pay<126>128

2.6.Interest Rates and Letter of Credit Fee: Rates, Payments, and Calculations.<126>128

2.7.Crediting Payments<130>132

2.8.Designated Account<131>133

2.9.Maintenance of Loan Account; Statements of Obligations<131>133

2.10.Fees.<132>134

2.11A.US Letters of Credit<134>136

2.11B.Canadian Letters of Credit<144>146

2.11C.Belgian Letters of Credit<155>157

2.11D.German Letters of Credit<165>167

2.12.Non-Base Rate Option.<175>177

2.13.Capital Requirements.<179>181

2.14.Accordion.<180>183

2.15.Currencies<183>185

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Table of Contents

Page

2.16.Joint and Several Liability of US Borrowers.<183>185

2.17.Interest Act (Canada); Criminal Rate of Interest; Nominal Rate of Interest.<187>189

2.18.Parallel Debt (German Law Provisions)<188>191

3.CONDITIONS; TERM OF AGREEMENT.<190>192

3.1.Conditions Precedent to the Initial Extension of Credit<190>192

3.2.Conditions Precedent to all Extensions of Credit<190>192

3.3.Maturity<190>193

3.4.Effect of Maturity<190>193

3.5.Early Termination by Borrowers<190>193

3.6.Conditions Subsequent<191>193

4.REPRESENTATIONS AND WARRANTIES.<191>193

4.1.Due Organization and Qualification; Subsidiaries.<191>194

4.2.Due Authorization; No Conflict.<192>195

4.3.Governmental Consents<192>195

4.4.Binding Obligations; Perfected Liens.<193>195

4.5.Title to Assets; No Encumbrances<193>196

4.6.Litigation<193>196

4.7.Compliance with Laws<193>196

4.8.No Material Adverse Effect<193>196

4.9.Solvency.<194>196

4.10.Employee Benefits<194>196

4.11.Environmental Condition<195>197

4.12.Complete Disclosure<195>198

4.13.Patriot Act<196>198

4.14.Indebtedness<196>198

4.15.Payment of Taxes<196>199

4.16.Margin Stock<196>199

4.17.Governmental Regulation<196>199

4.18.OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws<197>199

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Table of Contents

Page

4.19.Centre of Main Interest<197>200

4.20.Employee and Labor Matters<198>200

4.21.[Intentionally Omitted]<198>200

4.22.Leases<198>201

4.23.Eligible Accounts<198>201

4.24.Eligible Inventory<198>201

4.25.Location of Inventory<199>201

4.26.Inventory Records<199>201

4.27.Canadian Defined Benefit Pension Plans<199>201

4.28.Belgian SME Financing Act<199>201

5.AFFIRMATIVE COVENANTS.<199>202

5.1.Financial Statements, Reports, Certificates<199>202

5.2.Reporting<199>202

5.3.Existence<200>202

5.4.Maintenance of Properties<200>202

5.5.Taxes<200>202

5.6.Insurance<200>202

5.7.Inspection.<201>203

5.8.Compliance with Laws<201>203

5.9.Environmental<201>204

5.10.Disclosure Updates<202>204

5.11.Formation of Subsidiaries<202>205

5.12.Further Assurances<203>206

5.13.Lender Meetings<204>207

5.14.Location of Inventory<204>207

5.15.Compliance with ERISA and the IRC<204>207

5.16.OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws<205>207

5.17.Centre of Main Interests<205>208

5.18.Intercompany Purchases<205>208

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Table of Contents

Page

6.NEGATIVE COVENANTS.<205>208

6.1.Indebtedness<206>208

6.2.Liens<206>208

6.3.Restrictions on Fundamental Changes<206>208

6.4.Disposal of Assets<206>209

6.5.Nature of Business<206>209

6.6.Prepayments and Amendments<207>209

6.7.Restricted Payments<208>210

6.8.Accounting Methods<208>211

6.9.Investments<209>211

6.10.Transactions with Affiliates<209>211

6.11.Use of Proceeds<209>212

6.12.Canadian Pension Plans<210>212

6.13.Employee Benefits<210>213

6.14.Financial Assistance<211>213

6.15.European Pension Plans<211>213

7.FINANCIAL COVENANTS.<211>214

8.EVENTS OF DEFAULT.<212>214

8.1.Payments<212>214

8.2.Covenants<212>214

8.3.Judgments<213>215

8.4.Voluntary Bankruptcy, etc<213>215

8.5.Involuntary Bankruptcy, etc<213>215

8.6.Default Under Other Agreements<213>215

8.7.Representations, etc<213>216

8.8.Guaranty<213>216

8.9.Security Documents<213>216

8.10.Loan Documents<214>216

8.11.Change of Control<214>216

8.12.ERISA<214>216

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Table of Contents

Page

9.RIGHTS AND REMEDIES.<214>217

9.1.Rights and Remedies<214>217

9.2.Remedies Cumulative<215>218

9.3.Collection Allocation Mechanism.<216>218

10.WAIVERS; INDEMNIFICATION.<217>219

10.1.Demand; Protest; etc<217>219

10.2.The Lender Group's Liability for Collateral<217>219

10.3.Indemnification<217>220

11.NOTICES.<218>221

12.CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE PROVISION.<220>222

13.ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.<221>224

13.1.Assignments and Participations.<221>224

13.2.Successors<226>229

14.AMENDMENTS; WAIVERS.<227>229

14.1.Amendments and Waivers.<227>229

15.AGENT; THE LENDER GROUP.<230>232

15.1.Appointment and Authorization of Agent<230>232

15.2.Appointment for the Province of Quebec<231>233

15.3.Delegation of Duties<232>234

15.4.Liability of Agent<232>234

15.5.Reliance by Agent<232>234

15.6.Notice of Default or Event of Default<233>235

15.7.Credit Decision<233>235

15.8.Costs and Expenses; Indemnification<234>236

15.9.Agent in Individual Capacity<234>237

15.10.Successor Agent<235>237

15.11.Lender in Individual Capacity<235>238

15.12.Collateral Matters.<236>238

15.13.Restrictions on Actions by Lenders; Sharing of Payments.<238>240

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Table of Contents

Page

15.14.Agency for Perfection<238>240

15.15.Payments by Agent to the Lenders<238>241

15.16.Concerning the Collateral and Related Loan Documents<239>241

15.17.Field Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information<239>241

15.18.Several Obligations; No Liability<240>242

16.WITHHOLDING TAXES.<240>242

16.1.Payments<240>242

16.2.Exemptions.<241>243

16.3.Reductions.<243>245

16.4.VAT.<244>246

16.5.Refunds<244>246

16.6.Survival<244>247

17.GENERAL PROVISIONS.<245>247

17.1.Effectiveness<245>247

17.2.Section Headings<245>247

17.3.Interpretation<245>247

17.4.Severability of Provisions<245>247

17.5.Bank Product Providers<245>247

17.6.Debtor-Creditor Relationship<246>248

17.7.Counterparts; Electronic Execution<246>248

17.8.Revival and Reinstatement of Obligations; Certain Waivers<246>249

17.9.Confidentiality.<247>249

17.10.Survival<249>251

17.11.Patriot Act; Due Diligence<249>251

17.12.Integration<249>251

17.13.Worldwide as Agent for Borrowers<249>252

17.14.Judgment Currency<250>252

17.15.Anti-Money Laundering Legislation<251>253

17.16.Quebec Interpretation<251>253

17.17.English Language Only<252>254

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Table of Contents

Page

17.18.Acknowledgement Regarding Any Supported QFCs<252>254

17.19.Acknowledgement and Consent to Bail-In of EEA Financial Institutions<252>255

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EXHIBITS AND SCHEDULES

Exhibit A-1Form of Assignment and Acceptance

Exhibit B-1Form of Borrowing Base Certificate

Exhibit B-2Form of German Borrowing Base Certificate

Exhibit C-1Form of Compliance Certificate

Exhibit L-1Form of Non-Base Rate Notice

Exhibit P-1Form of Perfection Certificate

Schedule A-1Agent's Account

Schedule A-2Authorized Persons

Schedule C-1Commitments

Schedule D-1Designated Account

Schedule P-1Permitted Investments

Schedule P-2Permitted Liens

Schedule 3.1Conditions Precedent

Schedule 3.6Conditions Subsequent

Schedule 4.1(b)Capitalization of Borrowers

Schedule 4.1(c)Capitalization of Borrowers' Subsidiaries

Schedule 4.1(d)Subscriptions, Options, Warrants, Calls

Schedule 4.6Litigation

Schedule 4.10Employee Benefits

Schedule 4.11Environmental Matters

Schedule 4.14Permitted Indebtedness

Schedule 4.25Location of Inventory

Schedule 5.1Financial Statements, Reports, Certificates

Schedule 5.2Collateral Reporting

Schedule 6.5Nature of Business

Schedule 6.10Affiliate Transaction

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CREDIT AGREEMENT

THIS CREDIT AGREEMENT (this "Agreement"), is entered into as of April 20, 2021, by and among the lenders identified on the signature pages hereto (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a "Lender", as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, "Agent"), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as lead arranger (in such capacity, together with its successors and assigns in such capacity, the "Lead Arranger"), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as sole book runner (in such capacity, together with its successors and assigns in such capacity, the "Sole Book Runner"), KRONOS WORLDWIDE, INC., a Delaware corporation ("Worldwide" ), KRONOS LOUISIANA, INC., a Delaware corporation ("Kronos Louisiana" ), KRONOS (US), INC., a Delaware corporation ("Kronos US"; together with Worldwide and Kronos Louisiana, are referred to hereinafter each individually as a "US Borrower", and individually and collectively, jointly and severally, as the "US Borrowers"), KRONOS CANADA, INC., a Canadian corporation ("Canadian Borrower"), KRONOS EUROPE NV, a limited liability company (naamloze vennootschap / société anonyme) ("Belgian Borrower") and KRONOS TITAN GMBH, a limited liability company (Gesellschaft mit beschränkter Haftung) ("German Borrower"; together with US Borrowers, Canadian Borrower and Belgian Borrower, are referred to hereinafter each individually as a "Borrower", and individually and collectively as the "Borrowers").

The parties agree as follows:

14.DEFINITIONS AND CONSTRUCTION.
14.1.Definitions.  As used in this Agreement, the following terms shall have the following definitions:

"Acceptable Appraisal" means, with respect to an appraisal of Inventory, the most recent appraisal of such property received by Agent (a) from an appraisal company satisfactory to Agent, (b) the scope and methodology (including, to the extent relevant, any sampling procedure employed by such appraisal company) of which are satisfactory to Agent, and (c) the results of which are satisfactory to Agent, in each case, in Agent's Permitted Discretion.

"Account" means (a) in respect of a US Borrower, an account (as that term is defined in the Code), (b) in respect of Canadian Borrower, an account (as that term is defined in the PPSA), (c) in respect of Belgian Borrower, all its right, title and interest from time to time in and to all debts of any nature and all other rights to receive money (excluding bank accounts), now or in the future due, owed or payable to it and (d) in respect of German Borrower, all Forderungen (as this term is used in the German Civil Code), and, in each case, also means a right to payment of a monetary obligation, whether or not earned by performance, (a) for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of or (b) for services rendered or to be rendered.

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"Account Debtor" means any Person who is obligated on an Account, chattel paper, or a general intangible.

"Accounting Changes" means changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or successor thereto or any agency with similar functions).

"Acquired Indebtedness" means Indebtedness of a Person whose assets or Equity Interests are acquired by a Borrower or any Loan Party Subsidiary in a Permitted Acquisition; provided, that such Indebtedness (a) is either purchase money Indebtedness or a vendor hypothec or a Finance Lease with respect to Equipment or mortgage or hypothec financing with respect to Real Property, (b) was in existence prior to the date of such Permitted Acquisition, (c) was not incurred in connection with, or in contemplation of, such Permitted Acquisition, and (d) no Loan Party (other than such Person or any other Person that such Person merges with or that acquires the assets of such Person) shall have any liability or other obligation with respect to such Indebtedness.

"Acquisition" means (a) the purchase or other acquisition by a Borrower or a Loan Party Subsidiary of all or substantially all of the assets of (or any division or business line of) any other Person, or (b) the purchase or other acquisition (whether by means of a merger, consolidation, or otherwise) by a Person or its Subsidiaries of all or substantially all of the Equity Interests of any other Person.

"Acquisition Documents" means the Acquisition Agreement and all other documents related thereto and executed in connection therewith.

"Additional Documents" has the meaning specified therefor in Section 5.12 of this Agreement.

"Adjusted Term SOFR" means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment; provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR shall be deemed to be the Floor.

"Administrative Borrower" has the meaning specified therefor in Section 17.13.

"Administrative Questionnaire" has the meaning specified therefor in Section 13.1(a).

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

"Affected Lender" has the meaning specified therefor in Section 2.13(b) of this Agreement.

"Affiliate" means, as applied to any Person, any other Person who controls, is controlled by, or is under common control with, such Person.  For purposes of this definition,

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"control" means the possession, directly or indirectly through one or more intermediaries, of the power to direct the management and policies of a Person, whether through the ownership of Equity Interests, by contract, or otherwise; provided, that, for purposes of the definition of Eligible Accounts and Section 6.10 of this Agreement: (a) any Person which owns directly or indirectly 10% or more of the Equity Interests having ordinary voting power for the election of directors or other members of the governing body of a Person or 10% or more of the partnership or other ownership interests of a Person (other than as a limited partner of such Person) shall be deemed an Affiliate of such Person, (b) each director (or comparable manager) of a Person shall be deemed to be an Affiliate of such Person, and (c) each partnership in which a Person is a general partner shall be deemed an Affiliate of such Person.

"Agent" has the meaning specified therefor in the preamble to this Agreement.

"Agent-Related Persons" means Agent, together with its Affiliates, officers, directors, employees, attorneys, and agents.

"Agent's Applicable Account" means the Agent's US Account, Agent's Canadian Account, Agent's Belgian Account and/or the Agent's German Account, as the context requires.

"Agent's Belgian Account" means the Deposit Account identified on Schedule A-1 as Agent's Belgian Account (or such other Deposit Account that has been designated as such, in writing, by Agent to Administrative Borrower and the Lenders).

"Agent's Canadian Account" means the Deposit Account identified on Schedule A-1 as Agent's Canadian Account (or such other Deposit Account that has been designated as such, in writing, by Agent to Administrative Borrower and the Lenders).

"Agent's German Account" means the Deposit Account identified on Schedule A-1 as Agent's German Account (or such other Deposit Account that has been designated as such, in writing, by Agent to Administrative Borrower and the Lenders).

"Agent's US Account" means the Deposit Account identified on Schedule A-1 as Agent's US Account (or such other Deposit Account that has been designated as such, in writing, by Agent to Administrative Borrower and the Lenders).

"Agent's Liens" means the Liens granted by each Loan Party to Agent under the Loan Documents and securing the Obligations or any part thereof.

"Agreement" means this Credit Agreement, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.

"Anti-Corruption Laws" means the FCPA, the U.K. Bribery Act of 2010, the Corruption of Foreign Public Officials Act (Canada), as amended, and all other applicable laws and regulations or ordinances concerning or relating to bribery or corruption in any jurisdiction in which any Loan Party or any of its Subsidiaries or Affiliates is located or is doing business.

"Anti-Money Laundering Laws" means the applicable laws or regulations in any jurisdiction in which any Loan Party or any of its Subsidiaries or Affiliates is located or is doing

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business that relates to money laundering, any predicate crime to money laundering, or any financial record keeping and reporting requirements related thereto and includes Canadian Anti-Money Laundering & Anti-Terrorism Laws.

"Applicable Currency" means Dollars; provided, that with respect to Canadian Revolving Loans and other Obligations denominated in Canadian Dollars, Applicable Currency means Canadian Dollars and, with respect to Belgian Revolving Loans, German Revolving Loans and other Obligations denominated in Euros, Applicable Currency means Euros.

"Applicable Margin" means, as of any date of determination and with respect to Base Rate Loans or Non-Base Rate Loans, as applicable, the applicable margin set forth in the following table that corresponds to the Average Excess Availability of Borrowers for the most recently completed calendar quarter; provided, that for the period from the Closing Date through and including June 30, 2021, the Applicable Margin shall be set at the margin in the row styled "Level I"; provided further, that any time an Event of Default has occurred and is continuing, the Applicable Margin shall be set at the margin in the row styled "Level III":

Level

Average Excess Availability

Applicable Margin Relative to Base Rate Loans other than EUR Base Rate Loans (the "Base Rate Margin")

Applicable Margin Relative to Non-Base Rate Loans and EUR Base Rate Loans (the "Non-Base Rate Margin")

I

> 66 2/3% of the Maximum Revolver Amount

0.50 percentage points

1.50 percentage points

II

< 66 2/3% of the Maximum Revolver Amount and > 33 1/3% of the Maximum Revolver Amount

0.75 percentage points

1.75 percentage points

III

< 33 1/3% of the Maximum Revolver Amount

1.00 percentage points

2.00 percentage points

The Applicable Margin shall be re-determined as of the first day of each calendar quarter of Borrowers.

"Applicable Unused Line Fee Percentage" means, as of any date of determination, the applicable percentage set forth in the following table that corresponds to the Average Revolver Usage of Borrowers for the most recently completed calendar quarter; provided, that for the period from the Closing Date through and including June 30, 2021, the Applicable Unused Line Fee Percentage shall be set at the rate in the row styled "Level II"; provided further, that any time an

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Event of Default has occurred and is continuing, the Applicable Unused Line Fee Percentage shall be set at the margin in the row styled "Level II":

Level

Average Revolver Usage

Applicable Unused Line Fee Percentage

I

> 50% of the Maximum Revolver Amount

0.25 percentage points

II

< 50% of the Maximum Revolver Amount

0.375 percentage points

The Applicable Unused Line Fee Percentage shall be re-determined on the first date of each calendar quarter by Agent.

"Application Event" means the occurrence of (a) a failure by Borrowers to repay all of the Obligations in full on the Maturity Date, or (b) an Event of Default and the election by Agent or the Required Lenders to require that payments and proceeds of Collateral be applied pursuant to Section 2.4(b)(ii) of this Agreement.

"Assignee" has the meaning specified therefor in Section 13.1(a) of this Agreement.

"Assignment and Acceptance" means an Assignment and Acceptance Agreement substantially in the form of Exhibit A-1 to this Agreement.

"Authorized Person" means any one of the individuals identified as an officer of a Borrower on Schedule A-2 to this Agreement, or any other individual identified by Administrative Borrower as an authorized person and authenticated through Agent's electronic platform or portal in accordance with its procedures for such authentication.

"Availability" means, as of any date of determination, the amount that Borrowers are entitled to borrow as Revolving Loans under Section 2.1 of this Agreement (after giving effect to the then outstanding Revolver Usage).

"Available Revolver Increase Amount" means, as of any date of determination, an amount equal to the result of (a) $50,000,000 minus (b) the aggregate principal amount of Increases to the Revolver Commitments previously made pursuant to Section 2.14 of this Agreement.

"Available Tenor" means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (a) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to the Agreement or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to the Agreement, in each case, 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 Section 2.12(d)(iii)(D).

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"Average Excess Availability" means, with respect to any period, the aggregate amount of Availability for each day in such period (calculated as of the end of each respective Business Day) divided by the number of days in such period.

"Average Revolver Usage" means, with respect to any period, the sum of the aggregate amount of Revolver Usage for each Business Day in such period (calculated as of the end of each respective Business Day) divided by the number of Business Days in such period.

"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 Product Collateralization" means, with respect to the US Bank Product Obligations, the Canadian Bank Product Obligations, the Belgian Bank Product Obligations or the German Bank Product Obligations, as applicable, providing cash collateral (pursuant to documentation reasonably satisfactory to Agent) in the Applicable Currency to be held by Agent for the benefit of the Bank Product Providers (other than the Hedge Providers) in an amount determined by Agent in its Permitted Discretion as sufficient to satisfy the reasonably estimated credit exposure with respect to the then existing Bank Product Obligations (other than Hedge Obligations).

"Bank Product Obligations" means the US Bank Product Obligations, the Canadian Bank Product Obligations, the Belgian Bank Product Obligations and/or the German Bank Product Obligations, as the context requires.

"Bank Product Provider" means Wells Fargo or any of its Affiliates (including Wells Fargo), including each of the foregoing in its capacity, if applicable, as a Hedge Provider, that enters into a Canadian Bank Product Agreement, US Bank Product Agreement, Belgian Bank Product Agreement, German Bank Product Agreement or a Hedge Agreement.

"Bank Product Reserves" means the US Bank Product Reserves, Canadian Bank Product Reserves, Belgian Bank Product Reserves and/or the German Bank Product Reserves, as the context requires.

"Bankruptcy Code" means (i) title 11 of the United States Code, (ii) the Bankruptcy and Insolvency Act (Canada), (iii) the Companies Creditors Arrangement  Act (Canada), (iv) the Winding-Up and Restructuring Act (Canada), (v) the Canada Business Corporations Act (Canada) and any other corporate statutes to the extent such statute is used by a Person to propose an

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arrangement involving the compromise of the claims of its creditors, and (vi) any similar legislation in a relevant jurisdiction, in each case as applicable and as in effect from time to time.

"Base Rate" means the US Base Rate; provided, that with respect to Canadian Obligations denominated in Canadian Dollars, Base Rate means<,> the Canadian Base Rate and with respect to Belgian Obligations or German Obligations denominated in Euros, Base Rate means<,> the EUR Base Rate.

"Base Rate Loan" means each portion of the Revolving Loans that bears interest at a rate determined by reference to the applicable Base Rate.

"Base Rate Margin" has the meaning set forth in the definition of Applicable Margin.

"Belgian Availability" means, as of any date of determination, the amount that Belgian Borrower is entitled to borrow as Belgian Revolving Loans under Section 2.1 of this Agreement (after giving effect to the then outstanding Belgian Revolver Usage).

"Belgian Bank Product" means any one or more of the following financial products or accommodations extended to a Belgian Loan Party by a Bank Product Provider:  (a) credit cards (including commercial cards (including so-called "purchase cards", "procurement cards" or "p-cards")), (b) payment card processing services, (c) debit cards, (d) stored value cards, (e) Cash Management Services, or (f) transactions under Hedge Agreements.

"Belgian Bank Product Agreements" means those agreements entered into from time to time by a Belgian Loan Party with a Bank Product Provider in connection with the obtaining of any of the Belgian Bank Products.

"Belgian Bank Product Obligations" means (a) all obligations, liabilities, reimbursement obligations, fees, or expenses owing by Belgian Loan Parties to any Bank Product Provider pursuant to or evidenced by a Bank Product Agreement and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, (b) all Hedge Obligations, and (c) all amounts that Agent or any Lender is obligated to pay to a Bank Product Provider as a result of Agent or such Lender purchasing participations from, or executing guarantees or indemnities or reimbursement obligations to, a Bank Product Provider with respect to the Bank Products provided by a Bank Product Provider to Belgian Loan Parties.

"Belgian Bank Product Reserves" means, as of any date of determination, those reserves that Agent deems in its Permitted Discretion necessary or appropriate to establish (based upon the Bank Product Providers' determination of the liabilities and obligations of Belgian Loan Parties in respect of Belgian Bank Product Obligations) in respect of Belgian Bank Products then provided or outstanding.

"Belgian Borrowing" means a borrowing consisting of Belgian Revolving Loans made on the same day by the Lenders (or Agent on behalf thereof), or by Belgian Swing Lender in the case of a Belgian Swing Loan, or by Agent in the case of an Belgian Extraordinary Advance.

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"Belgian Borrowing Base" means, as of any date of determination, the result of:

(a)80% of the amount of Belgian Eligible Accounts, less the amount, if any, of the Belgian Dilution Reserve, plus
(b)the lesser of (A) the product of 75% multiplied by the value (calculated at the lower of cost or market on a basis consistent with Belgian Borrower's historical accounting practices) of Belgian Eligible Finished Goods Inventory at such time, and (B) the product of 85% multiplied by the Net Recovery Percentage identified in the most recent Acceptable Appraisal of Inventory multiplied by the value (calculated at the lower of cost or market on a basis consistent with the Belgian Borrower's historical accounting practices) of Belgian Eligible Finished Goods Inventory (such determination may be made as to different categories of Belgian Eligible Finished Goods Inventory based upon the Net Recovery Percentage applicable to such categories) at such time, plus
(c)the lesser of (A) the product of 75% multiplied by the value (calculated at the lower of cost or market on a basis consistent with Belgian Borrower's historical accounting practices) of Belgian Eligible Raw Materials Inventory at such time, and (B) the product of 85% multiplied by the Net Recovery Percentage identified in the most recent Acceptable Appraisal of Inventory multiplied by the value (calculated at the lower of cost or market on a basis consistent with Belgian Borrower's historical accounting practices) of Belgian Eligible Raw Materials Inventory (such determination may be made as to different categories of Belgian Eligible Raw Materials Inventory based upon the Net Recovery Percentage applicable to such categories) at such time, plus
(d)Excess US Availability, plus
(e)Excess Canadian Availability, minus
(f)the aggregate amount of reserves, if any, established by Agent under Section 2.1(e) of this Agreement.

"Belgian Canadian Availability Usage" means, as at any date of determination, the Dollar Equivalent of the amount by which the Belgian Revolver Usage exceeds the Belgian Borrowing Base (without giving effect to clause (e) of the definition thereof).

"Belgian Canadian Guaranty Agreement" means, with respect to Belgian Borrower, a General Continuing Guaranty dated as of even date with this Agreement, executed and delivered by Belgian Borrower, and with respect to any Subsidiary of Worldwide that become a Belgian Guarantor after the date of this Agreement, a General Continuing Guaranty executed and delivered by such Belgian Guarantor, in each case, in form and substance reasonably satisfactory to Agent, pursuant to which Belgian Borrower and any such Belgian Guarantor, if applicable, guarantees the Canadian Obligations in an amount not in excess of the Belgian Canadian Guaranty Limit applicable to Belgian Borrower or such Belgian Guarantor.

"Belgian Canadian Guaranty Limit" means, with respect to Belgian Borrower or any Subsidiary of Worldwide that becomes a Belgian Guarantor after the date of this Agreement, an amount at any time equal to but not exceeding the greater of (a) an amount equal to 80% of the

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Net Assets of Belgian Borrower or such Belgian Guarantor, as applicable, calculated on the basis of the latest available audited financial statements of Belgian Borrower or such Belgian Guarantor, as of the date on which a demand is made by Agent under the applicable Belgian Canadian Guaranty Agreement for payment by Belgian Borrower or such Belgian Guarantor, of the Canadian Obligations, and (b) an amount equal to 80% of the Net Assets of Belgian Borrower or such Belgian Guarantor, as applicable, calculated on the basis of the latest available audited financial statements of Belgian Borrower or such Belgian Guarantor, as of the date of execution and delivery of the applicable Belgian Canadian Guaranty Agreement by Belgian Borrower or such Belgian Guarantor.

"Belgian Designated Account" means the Belgian Deposit Account of Belgian Borrower identified on Schedule D-1 to this Agreement (or such other Deposit Account of Belgian Borrower located at Belgian Designated Account Bank that has been designated as such, in writing, by Belgian Borrower to Agent).

"Belgian Designated Account Bank" has the meaning specified therefor in Schedule D-1 to this Agreement (or such other bank that is located within Belgium that has been designated as such, in writing, by Belgian Borrower to Agent).

"Belgian Dilution" means, as of any date of determination, a percentage, based upon the experience of the immediately prior 12 months, that is the result of dividing the amount of (a) bad debt write-downs, discounts (other than customary early payment discounts), advertising allowances, credits, or other dilutive items with respect to Belgian Borrower's Accounts during such period, by (b) Belgian Borrower's billings with respect to Accounts during such period.

"Belgian Dilution Reserve" means, as of any date of determination, an amount sufficient to reduce the advance rate against Belgian Eligible Accounts by 1 percentage point for each percentage point by which Belgian Dilution is in excess of 5%.

"Belgian Eligible Accounts" means those Accounts created by Belgian Borrower in the ordinary course of its business, that arise out of Belgian Borrower's sale of goods or rendition of services, that comply with each of the representations and warranties respecting Belgian Eligible Accounts made in the Loan Documents, and that are not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided, that such criteria may be revised from time to time by Agent in Agent's Permitted Discretion to address the results of any field examination performed by (or on behalf of) Agent from time to time after the Closing Date.  In determining the amount to be included, Belgian Eligible Accounts shall be calculated net of customer deposits, unapplied cash, taxes, discounts, credits, allowances, and rebates.  Belgian Eligible Accounts shall not include the following:

(a)(i) Accounts that the Account Debtor has failed to pay within 120 days of original invoice date or 60 days of due date or (ii) Accounts with selling terms of more than 120 days,
(b)Accounts 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 (a) above,

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(c)Accounts with respect to which the Account Debtor is an Affiliate of Belgian Borrower or an employee or agent of Belgian Borrower or any Affiliate of Belgian Borrower,
(d)Accounts arising in a transaction wherein 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,
(e)Accounts that are not payable in Dollars or Euros,
(f)Accounts with respect to which the Account Debtor either (i) is not incorporated in, or organized under the laws of a Tier 1 Jurisdiction or Tier 2 Jurisdiction, or (ii) is incorporated in, or organized under the laws of a Tier 2 Jurisdiction, at any time that the aggregate of all such Accounts and all Belgian Eligible Accounts with respect to an Account Debtor incorporated in, or organized under the laws of a Tier 2 Jurisdiction exceeds 50% of all German Eligible Accounts and Belgian Eligible Accounts, to the extent of the obligations owing by such Account Debtors in excess of such percentage, or (iii) is the government of any country or sovereign state, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof, unless (A) the Account is supported by an irrevocable letter of credit reasonably satisfactory to Agent (as to form, substance, and issuer or domestic confirming bank) that has been delivered to Agent and is directly drawable by Agent, or (B) the Account is covered by credit insurance in form, substance, and amount, and by an insurer, reasonably satisfactory to Agent,
(g)[Intentionally Omitted];
(h)Accounts with respect to which the Account Debtor is a creditor of Belgian Borrower, has or has asserted a right of recoupment or setoff, or has disputed its obligation to pay all or any portion of the Account, to the extent of such claim, right of recoupment or setoff, or dispute,
(i)Accounts with respect to an Account Debtor whose Belgian Eligible Accounts and German Eligible Accounts owing to Borrowers exceed 15% (such percentage, as applied to a particular Account Debtor, being subject to reduction by Agent in its Permitted Discretion if the creditworthiness of such Account Debtor deteriorates) of all Belgian Eligible Accounts and German 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 Belgian Eligible Accounts that are excluded because they exceed the foregoing percentage shall be determined by Agent based on all of the otherwise Belgian Eligible Accounts and German Eligible Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit,
(j)Accounts with respect to which the Account Debtor is subject to an Insolvency Proceeding, is not Solvent, has gone out of business, or as to which Belgian Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,
(k)Accounts, the collection of which, Agent, in its Permitted Discretion, believes to be doubtful because of uncertainty about the creditworthiness of the Account Debtor

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or because Agent in its Permitted Discretion otherwise considers the collateral value to be impaired,
(l)Accounts that are not subject to a valid and perfected first priority Agent's Lien,
(m)Accounts with respect to which (i) the goods giving rise to such Account have not been shipped and billed to the Account Debtor, or (ii) the services giving rise to such Account have not been performed and billed to the Account Debtor,
(n)Accounts with respect to which the Account Debtor is a Sanctioned Person or Sanctioned Entity,
(o)Accounts that represent the right to receive progress payments or other advance billings that are due prior to the completion of performance by the Belgian Borrower of the subject contract for goods or services, or
(p)Accounts owned by a target acquired in connection with a Permitted Acquisition, until the completion of an appraisal and field examination with respect to such target, in each case, reasonably satisfactory to Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition).

"Belgian Eligible Finished Goods Inventory" shall mean Inventory that qualifies as Belgian Eligible Inventory and consists of first quality finished goods held for sale in the ordinary course of Belgian Borrower's business.

"Belgian Eligible Inventory" means Inventory of Belgian Borrower, that complies with each of the representations and warranties respecting Belgian Eligible Inventory made in the Loan Documents, and that is not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided, that such criteria may be revised from time to time by Agent in Agent's Permitted Discretion to address the results of any field examination or appraisal performed by Agent from time to time after the Closing Date.  In determining the amount to be so included, Inventory shall be valued at the lower of cost or market on a basis consistent with Belgian Borrower's historical accounting practices.  An item of Inventory shall not be included in Belgian Eligible Inventory if:

(a)Belgian Borrower does not have good, valid, and marketable title thereto including pursuant to retention of title arrangements, unless such arrangements have been waived in form and substance satisfactory to Agent,
(b)Belgian Borrower does not have actual and exclusive possession thereof (either directly or through a bailee or agent of Belgian Borrower),
(c)it is not located at one of the locations in Belgium or other countries acceptable to Agent set forth on Schedule 4.25 to this Agreement (as such Schedule 4.25 may be amended from time to time in accordance with Section 5.14) (or in-transit from one such location to another such location),

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(d)it is in-transit to or from a location of Belgian Borrower (other than in-transit from one location set forth on Schedule 4.25 to this Agreement to another location set forth on Schedule 4.25 to this Agreement),
(e)it is located on real property leased by Belgian Borrower or in a contract warehouse, in each case, unless either (x) it is subject to a Collateral Access Agreement executed by the lessor or warehouseman, as the case may be, or (y) Agent has established a Landlord Reserve with respect to such location and, in either case, unless it is segregated or otherwise separately identifiable from goods of others, if any, stored on the premises (provided that Belgian Borrower shall have ninety (90) days from the Closing Date to obtain Collateral Access Agreements prior to any such Reserve being established),
(f)it is the subject of a bill of lading or other document of title,
(g)it is not subject to a valid and perfected first priority Agent's Lien,
(h)it consists of goods returned or rejected by Belgian Borrower's customers,
(i)it consists of goods that are obsolete or slow moving, restrictive or custom items, work-in-process, raw materials, or goods that constitute spare parts, packaging and shipping materials, supplies used or consumed in Belgian Borrower's business, bill and hold goods, defective goods, "seconds," or Inventory acquired on consignment,
(j)it is subject to third party trademark, licensing or other proprietary rights, unless Agent is satisfied that such Inventory can be freely sold by Agent on and after the occurrence of an Event of a Default despite such third party rights, or
(k)it was acquired in connection with a Permitted Acquisition, until the completion of an appraisal and field examination of such Inventory, in each case, reasonably satisfactory to Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition).

"Belgian Eligible Raw Material Inventory" shall mean Inventory that qualifies as Belgian Eligible Inventory and consists of goods that are first quality raw materials.

"Belgian Extraordinary Advances" has the meaning specified therefor in Section 2.3(d)(iii) of this Agreement.

"Belgian Guarantor" means each Subsidiary of Worldwide organized under the laws of Belgium that is or becomes a guarantor of all or any part of the Belgian Obligations.

"Belgian Hedge Obligations" means any and all obligations or liabilities, whether absolute or contingent, due or to become due, now existing or hereafter arising, of any Belgian Loan Party arising under, owing pursuant to, or existing in respect of Hedge Agreements entered into with one or more of the Hedge Providers.

"Belgian Issuing Bank" means Wells Fargo London or any other Lender that, at the request of Borrowers and with the consent of Agent, agrees, in such Lender's sole discretion, to

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become a Belgian Issuing Bank for the purpose of issuing Belgian Letters of Credit pursuant to Section 2.11C of this Agreement, and Belgian Issuing Bank shall be a Lender.

"Belgian Letter of Credit" means a letter of credit (as that term is defined in the Code) issued for the account of Belgian Borrower pursuant to the terms of this Agreement by Belgian Issuing Bank.

"Belgian Letter of Credit Disbursement" means a payment made by Belgian Issuing Bank pursuant to a Belgian Letter of Credit.

"Belgian Letter of Credit Exposure" means, as of any date of determination with respect to any Lender, such Lender's participation in the Belgian Letter of Credit Usage pursuant to Section 2.11C(e) on such date.

"Belgian Letter of Credit Fee" has the meaning specified therefor in Section 2.6(b) of this Agreement.

"Belgian Letter of Credit Indemnified Costs" has the meaning specified therefor in Section 2.11C(f) of this Agreement.

"Belgian Letter of Credit Related Person" has the meaning specified therefor in Section 2.11C(f) of this Agreement.

"Belgian Letter of Credit Sublimit" means €15,000,000

"Belgian Letter of Credit Usage" means, as of any date of determination, the sum of (a) the aggregate undrawn amount of all outstanding Belgian Letters of Credit, plus (b) the aggregate amount of outstanding reimbursement obligations with respect to Belgian Letters of Credit which remain unreimbursed or which have not been paid through a Belgian Revolving Loan.

"Belgian Loan Account" has the meaning specified therefor in Section 2.9 of this Agreement.

"Belgian Loan Party" means Belgian Borrower or any Belgian Guarantor.

"Belgian Maximum Revolver Amount" means the lesser of (x) €30,000,000 decreased by the amount of reductions in the Belgian Revolver Commitments made in accordance with Section 2.4(c) of this Agreement and (y) the US Maximum Revolver Amount less the sum of US Revolver Usage, Canadian Revolver Usage and German Revolver Usage at such time at such time.

"Belgian Obligations" means (a) all loans (including the Belgian Revolving Loans (inclusive of Belgian Extraordinary Advances and Belgian Swing Loans)), debts, principal, interest (including any interest that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), reimbursement or indemnification obligations with respect to Belgian Letters of Credit (irrespective of whether contingent), premiums, liabilities (including all amounts charged

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to the Belgian Loan Account pursuant to this Agreement), obligations (including indemnification obligations) of any Belgian Loan Party, fees (including the fees provided for in the Fee Letter) of any Belgian Loan Party, Lender Group Expenses (including any fees or expenses that accrue after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding) of any Belgian Loan Party, guaranties of any Belgian Loan Party, and all covenants and duties of any other kind and description owing by any Belgian Loan Party, in each of the foregoing cases, arising out of, under, pursuant to, in connection with, or evidenced by this Agreement or any of the other Loan Documents and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all interest not paid when due and all other expenses or other amounts that any Belgian Loan Party is required to pay or reimburse by the Loan Documents or by law or otherwise in connection with the Loan Documents, and (b) all Belgian Bank Product Obligations; provided that, anything to the contrary contained in the foregoing notwithstanding, the Belgian Obligations shall exclude any Excluded Swap Obligation.  Without limiting the generality of the foregoing, the Belgian Obligations of Belgian Borrowers under the Loan Documents include the obligation to pay (i) the principal of the Belgian Revolving Loans, (ii) interest accrued on the Belgian Revolving Loans, (iii) the amount necessary to reimburse Belgian Issuing Bank for amounts paid or payable pursuant to Belgian Letters of Credit, (iv) Letter of Credit commissions, fees (including fronting fees) and charges, in each case, in respect of Belgian Letters of Credit, (v) Lender Group Expenses of any Belgian Loan Party, (vi) fees payable by any Belgian Loan Party under this Agreement or any of the other Loan Documents, and (vii) indemnities and other amounts payable by any Belgian Loan Party under any Loan Document.  Any reference in this Agreement or in the Loan Documents to the Belgian Obligations shall include all or any portion thereof and any extensions, modifications, renewals, or alterations thereof, both prior and subsequent to any Insolvency Proceeding.

"Belgian Overadvance" means, as of any date of determination, that the Belgian Revolver Usage is greater than any of the limitations set forth in Section 2.1 or Section 2.11C.

"Belgian Protective Advances" has the meaning specified therefor in Section 2.3(d)(i) of this Agreement.

"Belgian Qualifying Lender" means, in respect of any interest payment made by Belgian Borrower under this Agreement, a Lender which is beneficially entitled to interest payable to that Lender, and which is:

(a)a credit institution (within the meaning of Article 105, 1° a) of the Royal Decree implementing the Belgian Income Tax Code 1992) that is resident in Belgium for Belgian tax purposes or which is acting through a facility office in Belgium;
(b)a professional investor (within the meaning of Article 105, 3° of the Royal Decree implementing the Belgian Income Tax Code 1992) which is a company resident for tax purposes in Belgium or which is acting through a Belgian establishment with which the Loan is effectively connected;

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(c)a credit institution (within the meaning of Article 107, §2, 5°, a), second dash of the Royal Decree implementing the Belgian Income Tax Code 1992) that is acting through its head office and is resident for tax purposes in:
(i)a member state of the European Economic Area; or
(ii)a jurisdiction with which Belgium has entered into a Tax treaty that is in force (irrespective of whether or not that Tax treaty makes provision for exemption from tax imposed by Belgium on interest);
(d)a credit institution (within the meaning of Article 107, §2, 5°, a), second dash of the Royal Decree implementing the Belgian Income Tax Code 1992) that is acting through a facility office that itself qualifies as a credit institution (within the meaning of Article 107, §2, 5°, a), second dash of the Royal Decree implementing the Belgian Income Tax Code 1992) that is located in:
(i)a member state of the European Economic Area; or
(ii)a jurisdiction with which Belgium has entered into a Tax treaty that is in force (irrespective of whether or not that Tax treaty makes provision for exemption from tax imposed by Belgium on interest); or
(e)a Belgian Treaty Lender.

"Belgian Revolver Commitment" means, with respect to each Revolving Lender, its Belgian Revolver Commitment, and, with respect to all Revolving Lenders, their Belgian Revolver Commitments, in each case as set forth beside such Revolving Lender's name under the applicable heading on Schedule C-1 to this Agreement or in the Assignment and Acceptance pursuant to which such Revolving Lender became a Revolving Lender under this Agreement, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section 13.1 of this Agreement.

"Belgian Revolver Usage" means, as of any date of determination, the sum of (a) the amount of outstanding Belgian Revolving Loans (inclusive of Belgian Swing Loans and Belgian Protective Advances), plus (b) the amount of the Belgian Letter of Credit Usage.

"Belgian Revolving Loan Exposure" means, with respect to any Revolving Lender, as of any date of determination (a) prior to the termination of the Belgian Revolver Commitments, the amount of such Lender's Belgian Revolver Commitment, and (b) after the termination of the Belgian Revolver Commitments, the aggregate outstanding principal amount of the Belgian Revolving Loans of such Lender.

"Belgian Revolving Loans" has the meaning specified therefor in Section 2.1(c) of this Agreement.

"Belgian Security Agreement" means  the pledge agreement dated as of even date with this Agreement, in form and substance reasonably satisfactory to Agent, executed and delivered by the Belgian Borrower to the Agent.

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"Belgian Security Documents" means the Belgian Security Agreement, and any other Loan Document that creates a Lien on the Collateral and executed and delivered by a Loan Party to the Agent.

"Belgian Swing Lender" means Wells Fargo Capital Finance (UK) Limited or any other Lender that, at the request of Belgian Borrower and with the consent of Agent agrees, in such Lender's sole discretion, to become the Belgian Swing Lender under Section 2.3(b) of this Agreement.

"Belgian Swing Loan" has the meaning specified therefor in Section 2.3(b) of this Agreement.

"Belgian Swing Loan Exposure" means, as of any date of determination with respect to any Lender, such Lender's Pro Rata Share of the Belgian Swing Loans on such date.

"Belgian Treaty Lender" means a Lender which (i) is treated for the purposes of a relevant Tax treaty as a resident of a jurisdiction having a Tax treaty with Belgium which makes provision for full exemption from Tax imposed by Belgium on interest (ii) does not carry on a business in Belgium through a permanent establishment with which that Lender's participation in a Loan is effectively connected; and (iii) is entitled to the benefits of that Tax treaty and meets all other conditions (subject to the completion of any necessary procedural formalities) which must be fulfilled under the relevant Tax treaty and under applicable domestic tax laws (including any principal purpose, limitation on benefits or other anti-abuse test) in order for that Lender to benefit from a full exemption from Tax on interest imposed by Belgium.

"Belgian Unused Line Fee" has the meaning specified therefor in Section 2.10(b) of this Agreement.

"Belgian US Availability Usage" means, as of any date of determination, the Dollar Equivalent of the amount by which the Belgian Revolver Usage exceeds the Belgian Borrowing Base (without giving effect to clause (d) of the definition thereof).

"Benchmark" means, initially, the Term SOFR Reference Rate and EURIBOR, as applicable; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate, EURIBOR or the then-current Benchmark, then "Benchmark" means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.12(d)(iii)(A).

"Benchmark Replacement" means, with respect to any Benchmark Transition Event, the sum of:  (a) the alternate benchmark rate <(which may include Term SOFR) >that has been selected by Agent and Administrative Borrower giving due consideration to (i) any selection or recommendation of a replacement 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 rate of interest as a replacement to the <LIBOR Rate>then-current Benchmark for United States dollar-denominated syndicated credit facilities or <EURIBOR for >Euro-denominated syndicated credit facilities, as applicable and (b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would be less than

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<zero>the Floor, the Benchmark Replacement shall be deemed to be <zero>the Floor for the purposes of this Agreement.

"Benchmark Replacement Adjustment" means, with respect to any replacement of the <LIBOR Rate or EURIBOR, as applicable,>then-current Benchmark with an Unadjusted Benchmark Replacement for <each>any applicable <Interest Period>Available Tenor, 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 Agent and Administrative Borrower 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 <the LIBOR Rate or EURIBOR, as applicable,>such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body 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 <the LIBOR Rate>such Benchmark with the applicable Unadjusted Benchmark Replacement for United States dollar-denominated syndicated credit facilities or <EURIBOR with the applicable Unadjusted Benchmark Replacement for >Euro-denominated syndicated credit facilities, as applicable, at such time.

<"Benchmark Replacement Conforming Changes" means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of "Base Rate", the definition of "Interest Period", timing and frequency of determining rates and making payments of interest and other administrative matters) that Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by Agent in a manner substantially consistent with market practice (or, if Agent decides that adoption of any portion of such market practice is not administratively feasible or if Agent determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as Agent decides is reasonably necessary in connection with the administration of this Agreement).>

"Benchmark Replacement Date" means the earlier to occur of the following events with respect to the <LIBOR Rate or EURIBOR, as applicable>then-current Benchmark:

(a)in the case of clause (a) or (b) of the definition of "Benchmark Transition Event," the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of <the LIBOR Rate>such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide <the LIBOR Rate or the administrator of EURIBOR permanently or indefinitely ceases to provide EURIBOR>all Available Tenors of such Benchmark (or such component thereof); or
(a)(b) in the case of clause (c) of the definition of "Benchmark Transition Event," the first date <of the public>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 non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication <of information >referenced <therein> in such clause (c) and even if any Available Tenor of such Benchmark (or such component  thereof) continues to be provided on such date.

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For the avoidance of doubt, the "Benchmark Replacement Date" will be deemed to have occurred in the case of clause (a) or (b) 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 the occurrence of one or more of the following events with respect to the <LIBOR Rate or EURIBOR, as applicable>then-current Benchmark:

(a)a public statement or publication of information by or on behalf of the administrator of <the LIBOR Rate or EURIBOR, as applicable,>such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide <the LIBOR Rate or EURIBOR, as applicable,>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 <the LIBOR Rate or EURIBOR, as applicable,>any Available Tenor of such Benchmark (or such component thereof);
(b)a public statement or publication of information by the regulatory supervisor for the administrator of <the LIBOR Rate or EURIBOR, as applicable,>such Benchmark (or the published component used in the calculation thereof), the Board of Governors, the Federal Reserve <System of the United States (or any successor)>Bank of New York, an insolvency official with jurisdiction over the administrator for <the LIBOR Rate or EURIBOR, as applicable,>such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for <the LIBOR Rate or EURIBOR, as applicable,>such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for <the LIBOR Rate or EURIBOR, as applicable,>such Benchmark (or such component), which states that the administrator of <the LIBOR Rate or EURIBOR, as applicable,>such Benchmark (or such component) has ceased or will cease to provide <the LIBOR Rate>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 <the LIBOR Rate or EURIBOR, as applicable,>any Available Tenor of such Benchmark (or such component thereof); or
(c)a public statement or publication of information by the regulatory supervisor for the administrator of <the LIBOR Rate or EURIBOR, as applicable, announcing that the LIBOR Rate or EURIBOR, as applicable, is no longer>such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, if the then-current Benchmark has any Available Tenors, 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).

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"Benchmark Transition Start Date" means <(a) >in the case of a Benchmark Transition Event, the earlier of (<i>a) the applicable Benchmark Replacement Date and (<ii>b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication)< and (b) in the case of an Early Opt-in Election, the date specified by Agent or the Required Lenders, as applicable, by notice to Administrative Borrower, Agent (in the case of such notice by the Required Lenders) and the Lenders>.

"Benchmark Unavailability Period" means<, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the LIBOR Rate or EURIBOR and solely to the extent that the LIBOR Rate or EURIBOR, as applicable, has not been replaced with a Benchmark Replacement,> the period (if any) (x) beginning at the time that <such>a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the <LIBOR Rate or EURIBOR, as applicable,>then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.12(d)(iii) and (y) ending at the time that a Benchmark Replacement has replaced the <LIBOR Rate or EURIBOR, as applicable,>then-current Benchmark for all purposes hereunder <pursuant to>and under any Loan Document in accordance with Section 2.12(d)(iii).

"Beneficial Ownership Certification" means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulations.

"Beneficial Ownership Regulation" means 31 C.F.R. § 1010.230.

"Benefit Plan" means a "defined benefit plan" (as defined in Section 3(35) of ERISA) for which any Borrower or any of its Subsidiaries or ERISA Affiliates has been an "employer" (as defined in Section 3(5) of ERISA) within the past six years.

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

"Board of Directors" means, as to any Person, the board of directors (or comparable managers) of such Person, or any committee thereof duly authorized to act on behalf of the board of directors (or comparable managers).

"Board of Governors" means the Board of Governors of the Federal Reserve System of the United States (or any successor).

"Borrower" and "Borrowers" have the respective meanings specified therefor in the preamble to this Agreement.

"Borrower Materials" has the meaning specified therefor in Section 17.9(c) of this Agreement.

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"Borrowing" means a borrowing consisting of Revolving Loans made on the same day by the Lenders (or Agent on behalf thereof), or by Swing Lender in the case of a Swing Loan, or by Agent in the case of an Extraordinary Advance.

"Borrowing Base Certificate" means a certificate in the form of Exhibit B-1 or Exhibit B-2, as applicable.

"Business Day" means any day that is not a Saturday, Sunday, or other day on which banks are authorized or required to close in the state of California, except that, (a) if a determination of a Business Day shall relate to a <Non-Base Rate Loan, the term "Business Day" also shall exclude any day on which banks are closed for dealings in Dollar deposits in the London interbank market and when used in connection with a >EURIBOR Rate Loan, the term "Business Day" shall also exclude any day which is not a TARGET Day with respect to Euros (as determined by the Agent in good faith), (b) if a determination of a Business Day shall relate to a Canadian Revolving Loan or Canadian Letter of Credit (including a request therefor), the term "Business Day" also shall exclude any day on which banks are authorized or required to close in Toronto, Ontario, Canada, and (c) if a determination of a Business Day shall relate to a Belgian Revolving Loan, German Revolving Loan, Belgian Letter of Credit or German Letter of Credit (including a request therefor), the term "Business Day" also shall exclude any day on which banks are authorized or required to close in London, England.

"CAM Exchange" has the meaning specified therefor in Section 9.3(a) of this Agreement.

"CAM Exchange Date" has the meaning specified therefor in Section 9.3(a) of this Agreement.

"CAM Percentage" has the meaning specified therefor in Section 9.3(d) of this Agreement.

"Canadian Anti-Money Laundering & Anti-Terrorism Laws" means Part II.1 of the Criminal Code (Canada), The Proceeds of Crime (Money Laundering) and Terrorist Financing Act, (Canada) and the United Nations Act (Canada) or any similar Canadian legislation, together with all rules, regulations and interpretations thereunder or related thereto including, without limitation, the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism and the United Nations Al-Qaida and Taliban Regulations promulgated under the United Nations Act.

"Canadian Availability" means, as of any date of determination, the Dollar Equivalent amount that Canadian Borrower is entitled to borrow as Canadian Revolving Loans under Section 2.1 of this Agreement (after giving effect to the then outstanding Canadian Revolver Usage).

"Canadian Bank Product" means any one or more of the following financial products or accommodations extended to a Canadian Loan Party by a Bank Product Provider:  (a) credit cards (including commercial cards (including so-called "purchase cards", "procurement cards" or "p-cards")), (b) payment card processing services, (c) debit cards, (d) stored value cards, (e) Cash Management Services, or (f) transactions under Hedge Agreements.

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"Canadian Bank Product Agreements" means those agreements entered into from time to time by a Canadian Loan Party with a Bank Product Provider in connection with the obtaining of any of the Canadian Bank Products.

"Canadian Bank Product Obligations" means (a) all obligations, liabilities, reimbursement obligations, fees, or expenses owing by Canadian Loan Parties to any Bank Product Provider pursuant to or evidenced by a Bank Product Agreement and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, (b) all Hedge Obligations, and (c) all amounts that Agent or any Lender is obligated to pay to a Bank Product Provider as a result of Agent or such Lender purchasing participations from, or executing guarantees or indemnities or reimbursement obligations to, a Bank Product Provider with respect to the Bank Products provided by a Bank Product Provider to Canadian Loan Parties.

"Canadian Bank Product Reserves" means, as of any date of determination, those reserves that Agent deems in its Permitted Discretion necessary or appropriate to establish (based upon the Bank Product Providers' determination of the liabilities and obligations of Canadian Loan Parties in respect of Canadian Bank Product Obligations) in respect of Canadian Bank Products then provided or outstanding.

"Canadian Base Rate" means, for any day, a rate per annum equal to the greatest of (a) 1.00 percent per annum, (b) the CDOR Rate existing on such day (which rate shall be calculated based upon an Interest Period of 1 month), plus 1 percentage point, and (c) the “prime rate” for Canadian Dollar commercial loans made in Canada as reported by Thomson Reuters under Reuters Instrument Code <CAPRIME=> on the “CA Prime Rate (Domestic Interest Rate) – Composite Display” page (or any successor page or such other commercially available service or source (including the Canadian Dollar “prime rate” announced by a Schedule I bank under the Bank Act (Canada)) as the Agent may designate from time to time).  Each determination of the Canadian Base Rate shall be made by the Agent and shall be conclusive in the absence of manifest error.

"Canadian Belgian Availability Usage" means, at any date of determination, the Dollar Equivalent of the amount by which the Canadian Revolver Usage exceeds the Canadian Borrowing Base (without giving effect to clause (d) of the definition thereof).

"Canadian Borrowing" means a borrowing consisting of Canadian Revolving Loans made on the same day by the Lenders (or Agent on behalf thereof), or by Canadian Swing Lender in the case of a Canadian Swing Loan, or by Agent in the case of an Canadian Extraordinary Advance.

"Canadian Borrowing Base" means, as of any date of determination, the result of:

(a)85% of the amount of Canadian Eligible Accounts, less the amount, if any, of the Canadian Dilution Reserve, plus
(b)the lesser of (A) the product of 75% multiplied by the value (calculated at the lower of cost or market on a basis consistent with Canadian Borrower's historical accounting practices) of Canadian Eligible Finished Goods Inventory at such time, and (B) the product of 85% multiplied by the Net Recovery Percentage identified in the most recent Acceptable Appraisal of

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Inventory multiplied by the value (calculated at the lower of cost or market on a basis consistent with the Canadian Borrower's historical accounting practices) of Canadian Eligible Finished Goods Inventory (such determination may be made as to different categories of Canadian Eligible Finished Goods Inventory based upon the Net Recovery Percentage applicable to such categories) at such time, plus
(c)the lesser of (A) the product of 75% multiplied by the value (calculated at the lower of cost or market on a basis consistent with Canadian Borrower's historical accounting practices) of Canadian Eligible Raw Materials Inventory at such time, and (B) the product of 85% multiplied by the Net Recovery Percentage identified in the most recent Acceptable Appraisal of Inventory multiplied by the value (calculated at the lower of cost or market on a basis consistent with Canadian Borrower's historical accounting practices) of Canadian Eligible Raw Materials Inventory (such determination may be made as to different categories of Canadian Eligible Raw Materials Inventory based upon the Net Recovery Percentage applicable to such categories) at such time, plus
(d)Excess Belgian Availability, minus
(e)the aggregate amount of reserves, if any, established by Agent under Section 2.1(e) of this Agreement.

"Canadian CDOR Rate" means the greater of (a) 0.25 percent per annum, and (b) the average rate per annum as reported on the Reuters Screen CDOR Page (or any successor page or such other page or commercially available service displaying Canadian interbank bid rates for Canadian Dollar bankers’ acceptances as the Agent may designate from time to time, or if no such substitute service is available, the rate quoted by a Schedule I bank under the Bank Act (Canada) selected by the Agent at which such bank is offering to purchase Canadian Dollar bankers’ acceptances) as of 10:00 a.m. Eastern (Toronto) time on the date of commencement of the requested Interest Period, for a term, and in an amount, comparable to the Interest Period and the amount of the CDOR Rate Loan requested (whether as an initial CDOR Rate Loan or as a continuation of a CDOR Rate Loan or as a conversion of a Base Rate Loan to a CDOR Rate Loan) by Canadian Borrower in accordance with this Agreement (and, if any such reported rate is below zero, then the rate determined pursuant to this clause (b) shall be deemed to be zero).  Each determination of the CDOR Rate shall be made by the Agent and shall be conclusive in the absence of manifest error.

"Canadian CDOR Rate Loan" means each portion of a Canadian Revolving Loan that bears interest at a rate determined by reference to the applicable Canadian CDOR Rate.

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

"Canadian Designated Account" means the Canadian Deposit Account of Canadian Borrower identified on Schedule D-1 to this Agreement (or such other Deposit Account of Canadian Borrower located at Canadian Designated Account Bank that has been designated as such, in writing, by Canadian Borrower to Agent).

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"Canadian Designated Account Bank" has the meaning specified therefor in Schedule D-1 to this Agreement (or such other bank that is located within Canada that has been designated as such, in writing, by Canadian Borrower to Agent).

"Canadian Dilution" means, as of any date of determination, a percentage, based upon the experience of the immediately prior 12 months, that is the result of dividing the amount of (a) bad debt write-downs, discounts (other than customary early payment discounts), advertising allowances, credits, or other dilutive items with respect to Canadian Borrower's Accounts during such period, by (b) Canadian Borrower's billings with respect to Accounts during such period.

"Canadian Dilution Reserve" means, as of any date of determination, an amount sufficient to reduce the advance rate against Canadian Eligible Accounts by 1 percentage point for each percentage point by which Canadian Dilution is in excess of 5%.

"Canadian Dollar Equivalent" means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in Canadian Dollars as determined by Agent at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date or such other date as determined by Agent) for the purchase of Canadian Dollars with Dollars.

"Canadian Dollars" or "Cdn$" means the lawful currency of Canada, as in effect from time to time.

"Canadian Eligible Accounts" means those Accounts created by Canadian Borrower in the ordinary course of its business, that arise out of Canadian Borrower's sale of goods or rendition of services, that comply with each of the representations and warranties respecting Canadian Eligible Accounts made in the Loan Documents, and that are not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided, that such criteria may be revised from time to time by Agent in Agent's Permitted Discretion to address the results of any field examination performed by (or on behalf of) Agent from time to time after the Closing Date.  In determining the amount to be included, Canadian Eligible Accounts shall be calculated net of customer deposits, unapplied cash, taxes, discounts, credits, allowances, and rebates.  Canadian Eligible Accounts shall not include the following:

(a)(i) Accounts that the Account Debtor has failed to pay within 120 days of original invoice date or 60 days of due date or (ii) Accounts with selling terms of more than 120 days,
(b)Accounts 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 (a) above,
(c)Accounts with respect to which the Account Debtor is an Affiliate of Canadian Borrower or an employee or agent of Canadian Borrower or any Affiliate of Canadian Borrower,

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(d)Accounts arising in a transaction wherein 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,
(e)Accounts that are not payable in Dollars or Canadian Dollars,
(f)Accounts with respect to which the Account Debtor either (i) does not maintain its chief executive office in Canada or the United States, or (ii) is not organized under the laws of Canada or any province thereof or under the laws of the United States or any state or territory thereof, or (iii) is the government of any country or sovereign state other than Canada or the United States, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof, unless (A) the Account is supported by an irrevocable letter of credit reasonably satisfactory to Agent (as to form, substance, and issuer or domestic confirming bank) that has been delivered to Agent and is directly drawable by Agent, or (B) the Account is covered by credit insurance in form, substance, and amount, and by an insurer, reasonably satisfactory to Agent,
(g)Accounts with respect to which the Account Debtor is either (i) Canada or any department, agency, or instrumentality of Canada (exclusive, however, of Accounts with respect to which Canadian Borrower have complied, to the reasonable satisfaction of Agent, with the any assignment of claims statute, including the Financial Administration Act (Canada)), or (ii) any province or territory of Canada having legislation of similar purpose and effect restricting the assignment thereof with respect to such obligation (unless Canadian Borrower has complied with all applicable laws relating to taking security in such Accounts),
(h)Accounts with respect to which the Account Debtor is a creditor of Canadian Borrower, has or has asserted a right of recoupment or setoff, or has disputed its obligation to pay all or any portion of the Account, to the extent of such claim, right of recoupment or setoff, or dispute,
(i)Accounts with respect to an Account Debtor whose total obligations owing to Borrowers exceed 15% (such percentage, as applied to a particular Account Debtor, being subject to reduction by Agent in its Permitted Discretion if the creditworthiness of such Account Debtor deteriorates) of all Eligible Accounts (or, if the Account Debtor is Behr, 60% of all US Eligible Accounts and Canadian 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 Canadian Eligible Accounts that are excluded because they exceed the foregoing percentage shall be determined by Agent based on all of the otherwise Canadian Eligible Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit,
(j)Accounts with respect to which the Account Debtor is subject to an Insolvency Proceeding, is not Solvent, has gone out of business, or as to which Canadian Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,
(k)Accounts, the collection of which, Agent, in its Permitted Discretion, believes to be doubtful because of uncertainty about the creditworthiness of the Account Debtor

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or because Agent in its Permitted Discretion otherwise considers the collateral value to be impaired,
(l)Accounts that are not subject to a valid and perfected first priority Agent's Lien,
(m)Accounts with respect to which (i) the goods giving rise to such Account have not been shipped and billed to the Account Debtor, or (ii) the services giving rise to such Account have not been performed and billed to the Account Debtor,
(n)Accounts with respect to which the Account Debtor is a Sanctioned Person or Sanctioned Entity,
(o)Accounts that represent the right to receive progress payments or other advance billings that are due prior to the completion of performance by the Canadian Borrower of the subject contract for goods or services, or
(p)Accounts owned by a target acquired in connection with a Permitted Acquisition, until the completion of an appraisal and field examination with respect to such target, in each case, reasonably satisfactory to Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition).

"Canadian Eligible Finished Goods Inventory" shall mean Inventory that qualifies as Canadian Eligible Inventory and consists of first quality finished goods held for sale in the ordinary course of Canadian Borrower's business.

"Canadian Eligible Inventory" means Inventory of Canadian Borrower, that complies with each of the representations and warranties respecting Canadian Eligible Inventory made in the Loan Documents, and that is not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided, that such criteria may be revised from time to time by Agent in Agent's Permitted Discretion to address the results of any field examination or appraisal performed by Agent from time to time after the Closing Date.  In determining the amount to be so included, Inventory shall be valued at the lower of cost or market on a basis consistent with Canadian Borrower's historical accounting practices.  An item of Inventory shall not be included in Canadian Eligible Inventory if:

(a)Canadian Borrower does not have good, valid, and marketable title thereto,
(b)Canadian Borrower does not have actual and exclusive possession thereof (either directly or through a bailee or agent of Canadian Borrower),
(c)it is not located at one of the locations in Canada or other countries acceptable to Agent set forth on Schedule 4.25 to this Agreement (as such Schedule 4.25 may be amended from time to time in accordance with Section 5.14) (or in-transit from one such location to another such location),

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(d)it is in-transit to or from a location of Canadian Borrower (other than in-transit from one location set forth on Schedule 4.25 to this Agreement to another location set forth on Schedule 4.25 to this Agreement),
(e)it is located on real property leased by Canadian Borrower or in a contract warehouse, in each case, unless either (x) it is subject to a Collateral Access Agreement executed by the lessor or warehouseman, as the case may be, or (y) Agent has established a Landlord Reserve with respect to such location and, in either case, unless it is segregated or otherwise separately identifiable from goods of others, if any, stored on the premises (provided that Canadian Borrower shall have ninety (90) days to obtain Collateral Access Agreements prior to any such Reserve being established),
(f)it is the subject of a bill of lading or other document of title,
(g)it is not subject to a valid and perfected first priority Agent's Lien,
(h)it consists of goods returned or rejected by Canadian Borrower's customers,
(i)it consists of goods that are obsolete or slow moving, restrictive or custom items, work-in-process, raw materials, or goods that constitute spare parts, packaging and shipping materials, supplies used or consumed in Canadian Borrower's business, bill and hold goods, defective goods, "seconds," or Inventory acquired on consignment,
(j)it is subject to third party trademark, licensing or other proprietary rights, unless Agent is satisfied that such Inventory can be freely sold by Agent on and after the occurrence of an Event of a Default despite such third party rights, or
(k)it was acquired in connection with a Permitted Acquisition, until the completion of an appraisal and field examination of such Inventory, in each case, reasonably satisfactory to Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition).

"Canadian Eligible Raw Material Inventory" shall mean Inventory that qualifies as Canadian Eligible Inventory and consists of goods that are first quality raw materials.

"Canadian Extraordinary Advances" has the meaning specified therefor in Section 2.3(d)(iii) of this Agreement.

"Canadian Guarantee and Security Agreement" means a Canadian Guarantee and Security Agreement dated as of even date with this Agreement, in form and substance reasonably satisfactory to Agent, executed and delivered by each Canadian Loan Party and each other Loan Party having Collateral located in Canada to Agent.

"Canadian Guarantor" means each Subsidiary of Worldwide organized under the laws of Canada or any province or territory thereof that is or becomes a guarantor of all or any part of the Canadian Obligations.

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"Canadian Hedge Obligations" means any and all obligations or liabilities, whether absolute or contingent, due or to become due, now existing or hereafter arising, of any Canadian Loan Party arising under, owing pursuant to, or existing in respect of Hedge Agreements entered into with one or more of the Hedge Providers.

"Canadian Issuing Bank" means WF Canada or any other Lender that, at the request of Borrowers and with the consent of Agent, agrees, in such Lender's sole discretion, to become a Canadian Issuing Bank for the purpose of issuing Canadian Letters of Credit or Canadian Reimbursement Undertakings pursuant to Section 2.11B of this Agreement, and Canadian Issuing Bank shall be a Lender.

"Canadian Letter of Credit" means a letter of credit (as that term is defined in the Code) issued for the account of Canadian Borrower pursuant to the terms of this Agreement by Canadian Issuing Bank or Canadian Underlying Issuer.

"Canadian Letter of Credit Disbursement" means a payment made by Canadian Issuing Bank pursuant to a Canadian Letter of Credit or a Canadian Reimbursement Undertaking.

"Canadian Letter of Credit Exposure" means, as of any date of determination with respect to any Lender, such Lender's participation in the Canadian Letter of Credit Usage pursuant to Section 2.11B(e) on such date.

"Canadian Letter of Credit Fee" has the meaning specified therefor in Section 2.6(b) of this Agreement.

"Canadian Letter of Credit Indemnified Costs" has the meaning specified therefor in Section 2.11B(f) of this Agreement.

"Canadian Letter of Credit Related Person" has the meaning specified therefor in Section 2.11B(f) of this Agreement.

"Canadian Letter of Credit Sublimit" means the lesser of (x) $25,000,000 and (y) $50,000,000 less US Letter of Credit Usage.

"Canadian Letter of Credit Usage" means, as of any date of determination, the sum of (a) the aggregate undrawn amount of all outstanding Canadian Letters of Credit, plus (b) the aggregate amount of outstanding Canadian Reimbursement Undertakings and any other reimbursement obligations with respect to Canadian Letters of Credit which remain unreimbursed or which have not been paid through a Canadian Revolving Loan.

"Canadian Loan Account" has the meaning specified therefor in Section 2.9 of this Agreement.

"Canadian Loan Party" means Canadian Borrower or any Canadian Guarantor.

"Canadian Maximum Revolver Amount" means the lesser of (x) $25,000,000 decreased by the amount of reductions in the Canadian Revolver Commitments made in accordance with Section 2.4(c) of this Agreement and (y) the US Maximum Revolver Amount less

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the sum of US Revolver Usage, German Revolver Usage and Belgian Revolver Usage at such time.

"Canadian Obligations" means (a) all loans (including the Canadian Revolving Loans (inclusive of Canadian Extraordinary Advances and Canadian Swing Loans)), debts, principal, interest (including any interest that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), reimbursement (including Canadian Reimbursement Undertakings) or indemnification obligations with respect to Canadian Letters of Credit (irrespective of whether contingent), premiums, liabilities (including all amounts charged to the Canadian Loan Account pursuant to this Agreement), obligations (including indemnification obligations) of any Canadian Loan Party, fees (including the fees provided for in the Fee Letter) of any Canadian Loan Party, Lender Group Expenses (including any fees or expenses that accrue after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding) of any Canadian Loan Party, guaranties of any Canadian Loan Party, and all covenants and duties of any other kind and description owing by any Canadian Loan Party, in each of the foregoing cases, arising out of, under, pursuant to, in connection with, or evidenced by this Agreement or any of the other Loan Documents and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all interest not paid when due and all other expenses or other amounts that any Canadian Loan Party is required to pay or reimburse by the Loan Documents or by law or otherwise in connection with the Loan Documents, and (b) all Canadian Bank Product Obligations; provided that, anything to the contrary contained in the foregoing notwithstanding, the Canadian Obligations shall exclude any Excluded Swap Obligation.  Without limiting the generality of the foregoing, the Canadian Obligations of Canadian Borrowers under the Loan Documents include the obligation to pay (i) the principal of the Canadian Revolving Loans, (ii) interest accrued on the Canadian Revolving Loans, (iii) the amount necessary to reimburse Canadian Issuing Bank or Canadian Underlying Issuer, as applicable, for amounts paid or payable pursuant to Canadian Letters of Credit, (iv) Letter of Credit commissions, fees (including fronting fees) and charges, in each case, in respect of Canadian Letters of Credit, (v) Lender Group Expenses of any Canadian Loan Party, (vi) fees payable by any Canadian Loan Party under this Agreement or any of the other Loan Documents, and (vii) indemnities and other amounts payable by any Canadian Loan Party under any Loan Document.  Any reference in this Agreement or in the Loan Documents to the Canadian Obligations shall include all or any portion thereof and any extensions, modifications, renewals, or alterations thereof, both prior and subsequent to any Insolvency Proceeding.

"Canadian Overadvance" means, as of any date of determination, that the Canadian Revolver Usage is greater than any of the limitations set forth in Section 2.1 or Section 2.11B.

"Canadian Pension Plans" means each pension plan that is a "registered pension plan" (as defined in the Income Tax Act (Canada)) or that is required to be registered under, or is subject to other Canadian federal or provincial law with respect to pension benefit standards and that is maintained or contributed to, or to which there is or may be an obligation to contribute by a Loan Party or a Loan Party Subsidiary, for its employees or former employees, but does not include the Canada Pension Plan or the Quebec Pension Plan as maintained by the Government of Canada or the Province of Quebec, respectively.

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"Canadian Priority Payables Reserves" means, without duplication, reserves (determined from time to time by Agent in its Permitted Discretion) for:  (a) the amount past due and owing by any Canadian Loan Party, or the accrued amount for which such Canadian Loan Party has an obligation to remit, to a Governmental Authority or other Person pursuant to any applicable law, rule or regulation, in respect of (i) goods and services taxes, harmonized sales taxes, other sales taxes, employee income taxes, municipal taxes and other taxes payable or to be remitted or withheld; (ii) workers' compensation or employment insurance; (iii) federal Canada Pension Plan and other statutory pension plan contributions; (iv) vacation or holiday pay; and (v) other like charges and demands to the extent that any Governmental Authority or other Person may claim a Lien, security interest, hypothec, trust, deemed trust or other claim ranking or capable of ranking in priority to or pari passu with one or more of the Liens granted in the Loan Documents (such as certain claims by employees for unpaid wages and other amounts payable under the Wage Earner Protection Program Act (Canada); and (b) the aggregate amount of any other liabilities of any Canadian Loan Party (i) in respect of which a trust or deemed trust has been or may be imposed on any Collateral to provide for payment, or (ii) in respect of unpaid or unremitted pension plan contributions, including normal cost contributions, special payments and, without duplication, amounts representing any unfunded liability, solvency deficiency or wind-up deficiency whether or not due with respect to a Canadian Pension Plan, or (iii) which are secured by a Lien, security interest, pledge, charge, right or claim on any Collateral, or (iv) in respect of directors and officers, debtor-in-possession financing, administrative charges, critical supplier charges or shareholder charges; in all cases, pursuant to any applicable law, rule or regulation only to the extent such Lien, trust, security interest, hypothec, pledge, charge, right or claim ranks or, in the Permitted Discretion of Agent, is capable of ranking in priority to or pari passu with one or more of the Liens granted in the Loan Documents; in each case net of the aggregate amount of all restricted cash held or set aside by such Canadian Loan Party for the payment of such obligations.

"Canadian Protective Advances" has the meaning specified therefor in Section 2.3(d)(i) of this Agreement.

"Canadian Reference Bank" means Royal Bank of Canada or such other bank named in Schedule 1 of the Bank Act (Canada) that is designated by the Agent from time to time as the Canadian Reference Bank for the purposes of this Agreement.

Canadian Reimbursement Undertaking” has the meaning set forth in Section 2.11B(a) of this Agreement.

"Canadian Revolver Commitment" means, with respect to each Revolving Lender, its Canadian Revolver Commitment, and, with respect to all Revolving Lenders, their Canadian Revolver Commitments, in each case as set forth beside such Revolving Lender's name under the applicable heading on Schedule C-1 to this Agreement or in the Assignment and Acceptance pursuant to which such Revolving Lender became a Revolving Lender under this Agreement, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section 13.1 of this Agreement.

"Canadian Revolver Usage" means, as of any date of determination, the sum of (a) the amount of outstanding Canadian Revolving Loans (inclusive of Canadian Swing Loans and Canadian Protective Advances), plus (b) the amount of the Canadian Letter of Credit Usage.

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"Canadian Revolving Loan Exposure" means, with respect to any Revolving Lender, as of any date of determination (a) prior to the termination of the Canadian Revolver Commitments, the amount of such Lender's Canadian Revolver Commitment, and (b) after the termination of the Canadian Revolver Commitments, the aggregate outstanding principal amount of the Canadian Revolving Loans of such Lender.

"Canadian Revolving Loans" has the meaning specified therefor in Section 2.1(b) of this Agreement.

"Canadian Security Documents" means the Canadian Guarantee and Security Agreement, the Quebec Security Documents and any other Loan Document governed by the laws of a Canadian province that creates a Lien on the Collateral and executed and delivered by a Canadian Loan Party or any other Loan Party having Collateral in Canada to the Agent.

"Canadian Swing Lender" means WF Canada or any other Lender that, at the request of Canadian Borrower and with the consent of Agent agrees, in such Lender's sole discretion, to become the Canadian Swing Lender under Section 2.3(b) of this Agreement.

"Canadian Swing Loan" has the meaning specified therefor in Section 2.3(b) of this Agreement.

"Canadian Swing Loan Exposure" means, as of any date of determination with respect to any Lender, such Lender's Pro Rata Share of the Canadian Swing Loans on such date.

Canadian Underlying Issuer” means The Toronto-Dominion Bank or one of its Affiliates or such other Person that is acceptable to the Agent in its Permitted Discretion.

Canadian Underlying Letter of Credit” means a Canadian Letter of Credit that has been issued by a Canadian Underlying Issuer.

"Canadian Unused Line Fee" has the meaning specified therefor in Section 2.10(b) of this Agreement.

"Capital Expenditures" means, with respect to any Person for any period, the amount of all expenditures by such Person and its Subsidiaries during such period that are capital expenditures as determined in accordance with GAAP, whether such expenditures are paid in cash or financed, but excluding, without duplication (a) with respect to the purchase price of assets that are purchased substantially contemporaneously with the trade-in of existing assets during such period, the amount that the gross amount of such purchase price is reduced by the credit granted by the seller of such assets for the assets being traded in at such time, (b) expenditures made during such period to consummate one or more Permitted Acquisitions, (c) capitalized software development costs to the extent such costs are deducted from net earnings under the definition of EBITDA for such period, and (d) expenditures during such period that, pursuant to a written agreement, are reimbursed by a third Person (excluding any Borrower or any of its Affiliates).

"Capitalized Lease Obligation" means that portion of the obligations under a Finance Lease that is required to be capitalized in accordance with GAAP.

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"Cash Equivalents" means (a) Domestic Cash Equivalents; and (b) Foreign Cash Equivalents.

"Cash Management Services" means any cash management or related services including treasury, depository, return items, overdraft, controlled disbursement, merchant store value cards, e-payables services, electronic funds transfer, interstate depository network, automatic clearing house transfer (including the Automated Clearing House processing of electronic funds transfers through the direct Federal Reserve Fedline system) and other cash management arrangements.

"CFC" means a controlled foreign corporation as defined in Section 957 of the IRC, in which any Loan Party or direct or indirect owner of a Loan Party is a "United States shareholder" within the meaning of Section 951(b) of the IRC.

"Change in Law" means the occurrence after the date of this Agreement of:  (a) the adoption or effectiveness of any law, rule, regulation, judicial ruling, judgment or treaty, (b) any change in any law, rule, regulation, judicial ruling, judgment or treaty or in the administration, interpretation, implementation or application by any Governmental Authority of any law, rule, regulation, guideline or treaty, <or >(cany new, or adjustment to, requirements prescribed by the Board of Governors for "Eurocurrency Liabilities" (as defined in Regulation D of the Board of Governors), requirements imposed by the Federal Deposit Insurance Corporation, or similar requirements imposed by any domestic or foreign governmental authority or resulting from compliance by Agent or any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority and related in any manner to the EURIBOR, Canadian CDOR Rate, SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or (d) the making or issuance by any Governmental Authority of any request, rule, guideline or directive, whether or not having the force of law; provided, that notwithstanding anything in this Agreement to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act (or any European equivalent regulation (such as the European Market and Infrastructure Regulation)) and all requests, rules, guidelines or directives thereunder or issued in connection therewith, and (ii) all requests, rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, including CRR and CRRII, shall, in each case, be deemed to be a "Change in Law," regardless of the date enacted, adopted or issued.

"Change of Control" means that:

(a)(i) any Person or two or more Persons acting in concert (other than Permitted Holders), shall have acquired beneficial ownership, directly or indirectly, of Equity Interests of Worldwide (or other securities convertible into such Equity Interests) representing more than 50% of the combined voting power of all Equity Interests of Worldwide entitled (without regard to the occurrence of any contingency) to vote for the election of members of the Board of Directors of Worldwide or (ii) the replacement of a majority of the Board of Directors of Worldwide over a two-year period from the directors who constituted the Board of Directors of Worldwide at the beginning of such period, and such replacement shall not have been (A) approved by a vote of at least a majority of the Board of Directors of Worldwide then still in office who

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either were memberes of such Board of Directors at the beginning of such period or whose election as a member of such Board of Directors was previously so approved or (B) approved by the Permitted Holders so long as the Permitted Holders then beneficially own a majority of the Equity Interests of Worldwide;
(b)Worldwide fails to own and control, directly or indirectly, 100% of the Equity Interests of each other Loan Party; or
(c)the occurrence of any "Change in Control" as defined in the Notes Documents.

"Closing Date" means the date of the making of the initial Revolving Loan (or other extension of credit) under this Agreement.

"Code" means the New York Uniform Commercial Code, as in effect from time to time.

"Collateral" means all assets and interests in assets and proceeds thereof now owned or hereafter acquired by any Loan Party in or upon which a Lien is granted by such Person in favor of Agent or the Lenders under any of the Loan Documents.

"Collateral Access Agreement" means a landlord waiver, bailee letter, or acknowledgement agreement of any lessor, warehouseman, processor, consignee, or other Person in possession of, having a Lien upon, or having rights or interests in any Borrower's or its Subsidiaries' books and records, or Inventory, in each case, in form and substance reasonably satisfactory to Agent.

"Commitment" means, with respect to each Lender, its US Revolver Commitment, its Canadian Revolver Commitment, its Belgian Revolver Commitment or its German Revolver Commitment, as the context requires, and, with respect to all Lenders, their Revolver Commitments, as the context requires, in each case as such Dollar amounts, Canadian Dollar amounts or Euro amounts, as applicable, are set forth beside such Lender's name under the applicable heading on Schedule C-1 to this Agreement or in the Assignment and Acceptance pursuant to which such Lender became a Lender under this Agreement, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section 13.1 of this Agreement.

"Compliance Certificate" means a certificate substantially in the form of Exhibit C-1 to this Agreement delivered by a financial officer (chief financial officer, treasurer or controller) of Administrative Borrower to Agent.

"Confidential Information" has the meaning specified therefor in Section 17.9(a) of this Agreement.

"Conforming Changes" means, with respect to either the use or administration of the then-current Benchmark or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of "US Base Rate," the definition of "Canadian CDOR Rate", the definition of

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"Canadian Base Rate," the definition of "EUR Base Rate," the definition of "Business Day," the definition of "U.S. Government Securities Business Day", the definition of "Interest Period" or any similar or analogous definition (or the addition of a concept of "interest period"), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.12(b)(ii) and other technical, administrative or operational matters) that Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by Agent in a manner substantially consistent with market practice (or, if Agent decides that adoption of any portion of such market practice is not administratively feasible or if Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

"Consolidated Net Income" means, for any period, the net income (or loss) of Worldwide and its consolidated Subsidiaries for such period, determined on a consolidated basis, without duplication, in accordance with GAAP; provided, that in calculating Consolidated Net Income of Worldwide and its consolidated Subsidiaries for any period, there shall be excluded (a) the net income (or loss) of any Person (other than a Subsidiary which shall be subject to clause (c) below), in which Worldwide or any consolidated Subsidiary of Worldwide has a joint interest with a third party, except to the extent such net income is actually paid in cash to Worldwide or any consolidated Subsidiary of Worldwide by dividend or other distribution during such period, (b) the net income (or loss) of any Person accrued prior to the date it becomes a consolidated Subsidiary of Worldwide or is merged into or consolidated with Worldwide or any of its consolidated Subsidiaries or that Person's assets are acquired by Worldwide or any of its consolidated Subsidiaries except to the extent included pursuant to the foregoing clause (a), (c) the net income (if positive), of any Subsidiary of Worldwide to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary to Worldwide or any consolidated Subsidiary of Worldwide of such net income is restricted by contract, operation of law or otherwise; provided, however, that if such Subsidiary is able despite such restriction to distribute income or transfer cash to the referent Person by way of an intercompany loan or otherwise, then such income or cash, to the extent of such ability, shall not be excluded pursuant to this clause (c), and (d) non-cash gains or losses attributable solely to fluctuations in currency values and related income tax effects, in either case related to intercompany notes and accounts payable existing prior to or as of the Closing Date and payable to Worldwide or any of its consolidated Subsidiaries.

"Consolidated Total Indebtedness" means, as of any date of determination with respect to Worldwide and its consolidated Subsidiaries on a consolidated basis without duplication, the sum of all Indebtedness of Worldwide and its consolidated Subsidiaries that is set forth under clauses (a), (c), (f), (g) and (h) (with respect to (h) only to the extent the guaranty obligations are Indebtedness under clauses (a), (c), (f) and (g)) of the definition of "Indebtedness".

"Consolidated Total Leverage Ratio" means, as of any date of determination, the ratio of (a) an amount equal to (i) the Consolidated Total Indebtedness on such date minus (ii) the unrestricted cash and Cash Equivalents of Worldwide and its consolidated Subsidiaries on a consolidated basis on such date in an aggregate principal amount not to exceed $150,000,000 to (b) EBITDA for the period of four (4) consecutive fiscal quarters ending on or immediately prior to such date.

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"Control Agreement" means a control agreement (which may be by way of notice to and acknowledgement from the relevant account bank), in form and substance reasonably satisfactory to Agent, executed and delivered by a Borrower or one of its Subsidiaries, Agent, and the applicable securities intermediary (with respect to a Securities Account) or bank (with respect to a Deposit Account).

"Covenant Testing Period" means a period (a) commencing on the last day of the fiscal month of Worldwide most recently ended on or prior to an Excess Availability Trigger Date and for which Agent has received financial statements required to be delivered pursuant to Schedule 5.1 and (b) ending on the first day after such Excess Availability Trigger Date that no Default or Event of Default shall have occurred and be continuing and Excess Availability has equaled or exceeded the Minimum Excess Availability Amount for 60 consecutive days.

"Covered Entity" means any of the following:

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

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

(c)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 specified therefor in Section 17.18 of this Agreement.

"CRR" means either CRR-EU or, as the context may require, CRR-UK.

"CRR-EU" means regulation 575/2013 of the European Union on prudential requirements for credit institutions and investment firms and regulation 2019/876 of the European Union amending Regulation (EU) No 575/2013 and all delegated and implementing regulations supplementing that Regulation.

"CRR-UK" means CRR-EU as amended and transposed into the laws of the United Kingdom by the European Union (Withdrawal) Act 2018 and the European Union (Withdrawal Agreement) Act 2020 and as amended by the Capital Requirements (Amendment) (EU Exit) Regulations 2019.

"CRR II" means either CRR II-EU or, as the context may require, CRR II-UK.

"CRR II-EU" means regulation 2019/876 amending CRR-EU as regards the leverage ratio, the net stable funding ratio, requirements for own funds and eligible liabilities, counterparty credit risk, market risk, exposures to central counterparties, exposures to collective investment undertakings, large exposures, reporting and disclosure requirements, and Regulation (EU) No 648/2012 and all delegated and implementing regulations supplementing that Regulation.

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"CRR II-UK" means CRR II-EU as amended and transposed into the laws of the United Kingdom by the European Union (Withdrawal) Act 2018 and the European Union (Withdrawal Agreement) Act 2020 and as amended by the Capital Requirements (Amendment) (EU Exit) Regulations 2019.

"Default" means an event, condition, or default that, with the giving of notice, the passage of time, or both, would be an Event of Default.

"Defaulting Lender" means any Lender that (a) has failed to fund any amounts required to be funded by it under this Agreement within 1 Business Day of the date that it is required to do so under this Agreement (including the failure to make available to Agent amounts required pursuant to a Settlement or to make a required payment in connection with a Letter of Credit Disbursement), (b) notified Borrowers, Agent, or any Lender in writing that it does not intend to comply with all or any portion of its funding obligations under this Agreement, (c) has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or under other agreements generally (as reasonably determined by Agent) under which it has committed to extend credit, (d) failed, within 1 Business Day after written request by Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund any amounts required to be funded by it under this Agreement, (e) otherwise failed to pay over to Agent or any other Lender any other amount required to be paid by it under this Agreement within 1 Business Day of the date that it is required to do so under this Agreement, unless the subject of a good faith dispute, or (f) (i) becomes or is insolvent or has a parent company that has become or is insolvent or (ii) becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, receiver-manager, conservator, trustee, or custodian or appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, receiver-manager, conservator, trustee, or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment.

"Defaulting Lender Rate" means (a) with respect to US Obligations, (i) for the first 3 days from and after the date the relevant payment is due, the US Base Rate, and (ii) thereafter, the interest rate then applicable to US Revolving Loans that are Base Rate Loans (inclusive of the Base Rate Margin applicable thereto), (b) with respect to Canadian Obligations, (i) for the first 3 days from and after the date the relevant payment is due, the Canadian CDOR Rate (if such Canadian Obligations are denominated in Canadian Dollars) or the US Base Rate (if such Canadian Obligations are denominated in Dollars), and (ii) thereafter, the interest rate then applicable to Canadian Revolving Loans that are Base Rate Loans (inclusive of the Base Rate Margin applicable thereto), and (c) with respect to Belgian Obligations and German Obligations, (i) for the first 3 days from and after the date the relevant payment is due, EURIBOR, and (ii) thereafter, the interest rate then applicable to Belgian Revolving Loans and German Revolving Loans (respectively) that are Base Rate Loans (inclusive of the Non-Base Margin applicable thereto).

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

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"Deposit Account" means any deposit account (as that term is defined in the Code) and/or with respect to any Deposit Account located outside of the United States, any bank account with a deposit function.

"Disqualified Equity Interests" shall mean any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is 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 event shall be 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), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 180 days after the Maturity Date.

"Dollar Equivalent" means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in another currency, the equivalent amount thereof in Dollars as determined by Agent, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date or such other date determined by Agent) for the purchase of Dollars with such currency.

"Dollars" or "$" means United States dollars.

"Domestic Cash Equivalents" means:

(a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within 1 year from the date of acquisition thereof,

(b) marketable direct obligations issued or fully guaranteed by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within 1 year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either Standard & Poor's Rating Group ("S&P") or Moody's Investors Service, Inc. ("Moody's"),

(c) commercial paper maturing no more than 270 days from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody's,

(d) certificates of deposit, time deposits, overnight bank deposits or bankers' acceptances maturing within one year from the date of acquisition thereof issued by any bank organized under the laws of the United States or any state thereof or the District of Columbia or any United States branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than $500,000,000,

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(e) cash and other securities deposited in Deposit Accounts maintained with (i) any bank that satisfies the criteria described in clause (d) above, or (ii) any other bank organized under the laws of the United States or any state thereof so long as the full amount maintained with any such other bank is insured by the Federal Deposit Insurance Corporation,

(f) repurchase obligations of any commercial bank satisfying the requirements of clause (d) of this definition or recognized securities dealer having combined capital and surplus of not less than $500,000,000, having a term of not more than seven days, with respect to securities satisfying the criteria in clauses (a) or (d) above,

(g) debt securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the criteria described in clause (d) above, and

(h) Investments in money market funds substantially all of whose assets are invested in the types of assets described in clauses (a) through (g) above.

"Drawing Document" means any Letter of Credit or other document presented for purposes of drawing under any Letter of Credit, including by electronic transmission such as SWIFT, electronic mail, facsimile or computer generated communication.

<"Early Opt-in Election" means the occurrence of:>

(a) <(i) a determination by Agent or (ii) a notification by the Required Lenders to Agent (with a copy to Administrative Borrower) that the Required Lenders have determined that United States dollar-denominated syndicated credit facilities being executed at such time, or that include language similar to that contained in Section 2.12(d)(iii) are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the LIBOR Rate, and>

(b) <(i) the election by Agent or (ii) the election by the Required Lenders to declare that an Early Opt-in Election has occurred and the provision, as applicable, by Agent of written notice of such election to Administrative Borrower and the Lenders or by the Required Lenders of written notice of such election to Agent.>

"EBITDA" means, for any period, the sum of the following determined on a consolidated basis, without duplication, for Worldwide and its Subsidiaries in accordance with GAAP:  (a) Consolidated Net Income for such period plus (b) the sum of the following, without duplication, to the extent deducted in determining Consolidated Net Income for such period:  (i) any accrual for federal, state, local or foreign income and franchise taxes in respect of such period, (ii) Interest Expense for such period, and (iii) amortization, depreciation and other non-cash charges for such period (except to the extent that such non-cash charges are reserved for cash charges to be taken in the future), (iv) extraordinary losses during such period (excluding extraordinary losses from discontinued operations) and (v) Transaction Costs less (c)  any extraordinary gains during such period.

"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

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Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

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

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

"Eligible Accounts" means the US Eligible Accounts, Canadian Eligible Accounts, Belgian Eligible Accounts and/or the German Eligible Accounts, as the context requires.

"Eligible Inventory" means the US Eligible Inventory, Canadian Eligible Inventory, Belgian Eligible Inventory and/or the German Eligible Inventory, as the context requires.

"Eligible Transferee" means (a) any Lender (other than a Defaulting Lender), any Affiliate of any Lender and any Related Fund of any Lender; and (b) (i) a commercial bank organized under the laws of the United States or any state thereof, and having total assets in excess of $1,000,000,000; (ii) a savings and loan association or savings bank organized under the laws of the United States or any state thereof, and having total assets in excess of $1,000,000,000; (iii) a commercial bank organized under the laws of any other country or a political subdivision thereof; provided that (A) (x) such bank is acting through a branch or agency located in the United States or (y) such bank is organized under the laws of a country that is a member of the Organization for Economic Cooperation and Development or a political subdivision of such country, and (B) such bank has total assets in excess of $1,000,000,000; (d) any other entity (other than a natural person) that is an "accredited investor" (as defined in Regulation D under the Securities Act or under applicable Canadian securities legislation) that extends credit or buys loans as one of its businesses including insurance companies, investment or mutual funds and lease financing companies, and having total assets in excess of $1,000,000,000; and (f) during the continuation of an Event of Default, any other Person approved by Agent.

"Employee Benefit Plan" means any employee benefit plan within the meaning of Section 3(3) of ERISA (a) that is maintained for employees of any Loan Party or any ERISA Affiliate, (b) that has at any time within the preceding six (6) years been maintained for the employees of any Loan Party or any current or former ERISA Affiliate, (c) to which any Loan Party or any ERISA Affiliate makes contributions or is required to make contributions, (d) to which any Loan Party or any ERISA Affiliate has made or has been required to make contributions at any time within the preceding six (6) years or (e) to which any Loan Party to any ERISA Affiliate has, or has had at any time within the preceding six (6) years, any liability, contingent or otherwise.

"Environmental Action" means any written complaint, summons, citation, directive, order, litigation, judicial or administrative proceeding, judgment, letter, or other written communication from any Governmental Authority, or any third party involving violations of Environmental Laws or releases of Hazardous Materials (a) from any assets, properties, or

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businesses of any Borrower, any Loan Party Subsidiary, or any of their predecessors in interest, (b) from adjoining properties or businesses, or (c) from or onto any facilities which received Hazardous Materials generated by any Borrower, any Loan Party Subsidiary, or any of their predecessors in interest.

"Environmental Law" means any applicable federal (including the federal government of Canada), state, provincial, territorial, municipal or local statute, law, rule having the force and effect of law, regulation, ordinance, code, binding and enforceable written policy or rule of common law now or hereafter in effect and in each case as amended, or any binding and enforceable judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, in each case, to the extent binding on any Loan Party or any Loan Party Subsidiary, relating to the environment, Hazardous Materials affecting employee health, or Hazardous Materials, in each case as amended from time to time.  Without limitation, Environmental Law includes the Resource Conservation and Recovery Act ("RCRA"), the Canadian Environmental Protection Act (Canada), the Fisheries Act (Canada), the Transportation of Dangerous Goods Act (Canada) and the Ontario Water Resources Act (Ontario).

"Environmental Liabilities" means all liabilities, monetary obligations, losses, damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand, or Remedial Action required, by any Governmental Authority or any third party, and which relate to any Environmental Action.

"Environmental Lien" means any Lien in favor of any Governmental Authority for Environmental Liabilities.

"Equipment" means equipment (as that term is defined in the Code or, to the extent applicable, the PPSA).

"Equity Interest" means, with respect to a Person, all of the shares, options, warrants, interests, participations, or other equivalents (regardless of how designated) of or in such Person, whether voting or nonvoting, including capital stock (or other ownership or profit interests or units), preferred stock, or any other "equity security" (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act).

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto.  

"ERISA Affiliate" means (a) any Person subject to ERISA whose employees are treated as employed by the same employer as the employees of any US Loan Party under IRC Section 414(b), (b) any trade or business subject to ERISA whose employees are treated as employed by the same employer as the employees of any US Loan Party under IRC Section 414(c), (c) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any organization subject to ERISA that is a member of an affiliated service group of which any US Loan Party is a member under IRC Section 414(m), or (d) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any Person subject to ERISA that is a party to an arrangement with any

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US Loan Party and whose employees are aggregated with the employees of such US Loan Party under IRC Section 414(o).

"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.

"EUR Base Rate" means, as to any day, the greater of (a) <0.25% percent>the Floor per annum, and (b) (i) 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 a thirty (30) day period displayed (before any correction, recalculation or republication by the administrator) on page EURIBOR01 of the Refinitiv's TREP screen as of 11:00 a.m., London time, on such day (or, for any day that is not a Business Day, the immediately preceding Business Day) (or any replacement Refinitiv's TREP page which displays that rate) (and, if any such rate is below zero, EUR Base Rate shall be deemed to be zero) and (ii) if the rate referenced above is not available, “EUR Base Rate” shall mean the rate per annum equal to the rate at which the Agent (or such other bank or banks as may be designated by the Agent in consultation with Administrative Borrower) is offered deposits in Euros at approximately 11:00 a.m., London time, on such day, for a thirty (30) day period and in an amount comparable to the amount of such Base Rate Loan to be outstanding during such a thirty (30) day period (or such other amount as the Agent may reasonably determine).  Each determination of EUR Base Rate shall be made by Agent and shall be conclusive in the absence of manifest error.

"EUR Base Rate Loan" means each portion of the Revolving Loans that bears interest at a rate determined by reference to the applicable EUR Base Rate.

"EURIBOR" means  the greater of (a) <0.25%>the Floor per annum, and (b) (i) the Euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) displayed (before any correction, recalculation or republication by the administrator) on page EURIBOR01 of the Refinitiv's TREP screen (or any replacement Refinitiv's TREP page which displays that rate) as of 11:00 a.m., London time, two Business Days prior to the commencement of the requested Interest Period, for a term, and in an amount, comparable to the Interest Period and the amount of the EURIBOR Rate Loan requested (whether as an initial EURIBOR Rate Loan or as a continuation of a EURIBOR Rate Loan or as a conversion of a Base Rate Loan to a EURIBOR Rate Loan) by Borrowers in accordance with this Agreement (and, if any such rate is below zero, EURIBOR shall be deemed to be zero) and (ii) if the rate referenced above is not available, “EURIBOR” shall mean, with respect to each day during each Interest Period pertaining to EURIBOR Rate Loans comprising part of the same Borrowing, the rate per annum equal to the rate at which the Agent (or such other bank or banks as may be designated by the Agent in consultation with Administrative Borrower) is offered deposits in Euros at approximately 11:00 a.m., London time, two Business Days prior to the first day of such Interest Period, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of such EURIBOR Rate Loan to be outstanding during such Interest Period (or such other amount as the Agent may reasonably determine). Each determination of EURIBOR shall be made by Agent and shall be conclusive in the absence of manifest error.

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"EURIBOR Rate Loan" means each portion of a Revolving Loan that bears interest at a rate determined by reference to EURIBOR.

"Euro" or "" means the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

"Euro Denominated Loan" means a Revolving Loan denominated in Euro.

"Euro Equivalent" means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in Euros as determined by Agent at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date or such other date as determined by Agent) for the purchase of Euros with Dollars.

"Event of Default" has the meaning specified therefor in Section 8 of this Agreement.

"Excess" has the meaning specified therefor in Section 2.14 of this Agreement.

"Excess Availability" means, as of any date of determination, the amount equal to Availability.

"Excess Availability Trigger Date" means any date Borrowers fail to maintain the Minimum Excess Availability Amount.

"Excess Belgian Availability" means, as of any date of determination, the lesser of (x) the amount by which the Belgian Borrowing Base (without giving effect to clauses (d) and (e) of the definition thereof) exceeds Belgian Revolver Usage and (y) the Belgian Canadian Guaranty Limit.

"Excess Canadian Availability" means, as of any date of determination, the amount by which the Canadian Borrowing Base (without giving effect to clause (d) of the definition thereof) exceeds Canadian Revolver Usage.

"Excess US Availability" means, as of any date of determination, the amount by which the US Borrowing Base exceeds US Revolver Usage.

"Exchange Act" means the Securities Exchange Act of 1934, as in effect from time to time.

"Excluded Accounts" has the meaning specified therefor in the US Guaranty and Security Agreement.

"Excluded Swap Obligation" means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the guaranty of such Loan Party of (including by virtue of the joint and several liability provisions of Section 2.15), or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any guaranty 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

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of such Loan Party'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 guaranty of such Loan Party 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 guaranty or security interest is or becomes illegal.

"Excluded Taxes" means (i) any Tax imposed on the net income or net profits of any Lender or any Participant (including any branch profits Taxes or franchise Taxes imposed in lieu of a Tax on net income or profits), in each case (A) imposed by the jurisdiction (or by any political subdivision or taxing authority thereof) in which such Lender or such Participant is organized or the jurisdiction (or by any political subdivision or taxing authority thereof) in which such Lender's or such Participant's principal office is located, or (B) that are Other Connection Taxes; (ii) Taxes that would not have been imposed but for a Lender's or a Participant's failure to comply with the requirements of Section 16.2 of this Agreement, (iii) any United States federal withholding Taxes that would be imposed on amounts payable to a Foreign Lender based upon the applicable withholding rate in effect at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office), except that Excluded Taxes shall not include (A) any amount that such Foreign Lender (or its assignor, if any) was previously entitled to receive pursuant to Section 16.1 of this Agreement, if any, with respect to such withholding Tax at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office), and (B) additional United States federal withholding Taxes that may be imposed after the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office), as a result of a change in law, rule, regulation, treaty, order or other decision or Change in Law with respect to any of the foregoing by any Governmental Authority; (iv) any German federal withholding Taxes that would be imposed on amounts payable to a Lender not tax resident in Germany based upon the applicable withholding rate in effect at the time such lender becomes a party to this Agreement (or designates a new lending office), except that Excluded Taxes shall not include (A) any amount that such lender (or its assignor, if any) was previously entitled to receive pursuant to Section 16.1 of this Agreement, if any, with respect to such withholding Tax at the time such lender becomes a party to this Agreement (or designates a new lending office), and (B) additional German federal withholding Taxes that may be imposed after the time such lender becomes a party to this Agreement (or designates a new lending office), as a result of a change in law, rule, regulation, treaty, order or other decision or Change in Law with respect to any of the foregoing by any Governmental Authority; (v) any Taxes imposed under the Income Tax Act (Canada) payable by virtue of a Lender being a Person with whom a Canadian Loan Party does not deal at arm’s length for purposes of the Income Tax Act (Canada) or being a “specified non-resident shareholder” (as that term is defined in subsection 18(5) of the Income Tax Act (Canada)) of a Canadian Loan Party or a Person not dealing at arm’s length with such a “specified non-resident shareholder” for purposes of the Income Tax Act (Canada), in each case of this clause (v) other than where the non-arm’s length relationship arises, or where such Lender is a “specified non-resident shareholder” of a Canadian Loan Party, as a result of 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 this Agreement or any other Loan Document, or sold or assigned an interest in any Loan or Loan Document; (vi) in relation to the Belgian Borrower, any withholding Tax due as a consequence of the relevant Lender not being a Belgian Qualifying Lender, or ceasing to be a Belgian Qualifying Lender other

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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 Tax treaty, or any published practice or published concession of any relevant taxing authority; and (vii) any federal withholding Taxes ‎imposed under FATCA.

"Existing Credit Facilities" means, collectively, (i) that certain Credit Agreement dated as of June 18, 2012, as amended, among Wells Fargo Capital Finance, LLC, as agent, the lenders party thereto, US Borrowers and Canadian Borrower and (ii) that certain Facility Agreement dated as of June 25, 2002, as amended, among German Borrower, Belgian Borrower and certain other Foreign Subsidiaries of Worldwide party thereto as Borrowers or Guarantors, Kronos Denmark APS, as Security Provider, Deutsche Bank AG, as Mandated Lead Arranger, Deutsche Bank Luxembourg S.A., as Agent and Security Agent, KBC Bank NV, as Fronting Bank and the other lenders party thereto.

"Extraordinary Advances" means the US Extraordinary Advances, Canadian Extraordinary Advances, Belgian Extraordinary Advances and/or the German Extraordinary Advances, as the context requires.

"FATCA" means Sections 1471 through 1474 of the IRC, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), and (a) any current or future regulations or official interpretations thereof, (b) any agreements entered into pursuant to Section 1471(b)(1) of the IRC, and (c) any intergovernmental agreement entered into by the United States (or any fiscal or regulatory legislation, rules, or practices adopted pursuant to any such intergovernmental agreement entered into in connection therewith).

"FCPA" means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

"Federal Funds Rate" means, for any period, a fluctuating interest rate per annum equal to, for each day during such period, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by Agent from three Federal funds brokers of recognized standing selected by it (and, if any such rate is below zero, then the rate determined pursuant to this definition shall be deemed to be zero).

<"Federal Reserve Bank of New York's Website" means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source.>

"Fee Letter" means that certain fee letter, dated as of even date with this Agreement, among US Borrowers and Agent, in form and substance reasonably satisfactory to Agent.

"Finance Lease" means any "finance lease" as such term is used in the Financial Accounting Standards Board's Accounting Standards Update No. 2016-02 Leases (Topic 842).

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"Fixed Charges" means, with respect to any fiscal period and with respect to Worldwide and its Subsidiaries determined on a consolidated basis in accordance with GAAP, the sum, without duplication, of (a) Interest Expense paid in cash during such period, (b) principal payments in respect of Indebtedness that are required to be paid during such period, and (c) all federal, state, provincial, local and foreign income taxes paid during such period, and (d) all Restricted Payments paid (whether in cash or other property, other than common Equity Interest) during such period.

"Fixed Charge Coverage Ratio" means, with respect to any fiscal period and with respect to Worldwide and its Subsidiaries determined on a consolidated basis in accordance with GAAP, the ratio of (i) EBITDA for such period minus Capital Expenditures made (to the extent not already incurred in a prior period) or incurred during such period, to (ii) Fixed Charges for such period.

"Floor" means a rate of interest equal to 0.25%.

"Foreign Cash Equivalents" means, in the case of any Subsidiary (other than a US Loan Party or a Subsidiary of Worldwide organized under the laws of the United States or a political subdivision thereof that is not a Loan Party), investments denominated in the currency of the jurisdiction in which such Subsidiary is organized or in Dollars, has its principal place of business or otherwise conducts business operations which are of substantially the same type as the items specified in the definition of Domestic Cash Equivalents, including, without limitation, cash and other securities denominated in Dollars or such other currencies and deposited in Deposit Accounts maintained with internationally recognized banks organized under the laws of jurisdictions in which such Subsidiary is organized customarily used by Persons similar in size to Worldwide for cash management purposes in jurisdictions outside the United States that (i) have a combined capital and surplus of not less than $500,000,000 (calculated at the then applicable exchange rate) or (ii) are otherwise deemed acceptable by Agent.

"Foreign Lender" means any Lender or Participant that is not a United States person within the meaning of IRC section 7701(a)(30).

"Foreign Subsidiary" means any Subsidiary of Worldwide that is not organized under the laws of the United States, any state thereof, the District of Columbia, Canada or any province or territory thereof.

"Funding Date" means the date on which a Borrowing occurs.

"Funding Losses" has the meaning specified therefor in Section 2.12(b)(ii) of this Agreement.

"GAAP" means generally accepted accounting principles as in effect from time to time in the United States, consistently applied.

"German Account Pledge Agreement" means the first ranking pledge agreement over the bank accounts of German Borrower dated as of even date with this Agreement, in form and substance reasonably satisfactory to Agent, executed and delivered by German Borrower to the Agent.

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"German Availability" means, as of any date of determination, the amount that German Borrower are entitled to borrow as German Revolving Loans under Section 2.1 of this Agreement (after giving effect to the then outstanding German Revolver Usage).

"German Bank Product Agreements" means those agreements entered into from time to time by German Borrower with a Bank Product Provider in connection with the obtaining of any of the German Bank Products.

"German Bank Product Obligations" means (a) all obligations, liabilities, reimbursement obligations, fees, or expenses owing by German Borrower to any Bank Product Provider pursuant to or evidenced by a Bank Product Agreement and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, (b) all Hedge Obligations, and (c) all amounts that Agent or any Lender is obligated to pay to a Bank Product Provider as a result of Agent or such Lender purchasing participations from, or executing guarantees or indemnities or reimbursement obligations to, a Bank Product Provider with respect to the Bank Products provided by a Bank Product Provider to German Borrower.

"German Bank Product Reserves" means, as of any date of determination, those reserves that Agent deems in its Permitted Discretion necessary or appropriate to establish (based upon the Bank Product Providers' determination of the liabilities and obligations of German Borrower in respect of German Bank Product Obligations) in respect of German Bank Products then provided or outstanding.

"German Borrowing" means a borrowing consisting of German Revolving Loans made on the same day by the Lenders (or Agent on behalf thereof), or by German Swing Lender in the case of a German Swing Loan, or by Agent in the case of an German Extraordinary Advance.

"German Borrowing Base" means, as of any date of determination, the result of:

(a)80% of the amount of German Eligible Accounts, less the amount, if any, of the German Dilution Reserve, plus
(b)the lesser of (A) the product of 75% multiplied by the value (calculated at the lower of cost or market on a basis consistent with German Borrower's historical accounting practices) of German Eligible Finished Goods Inventory at such time, and (B) the product of 85% multiplied by the Net Recovery Percentage identified in the most recent Acceptable Appraisal of Inventory multiplied by the value (calculated at the lower of cost or market on a basis consistent with the German Borrower's historical accounting practices) of German Eligible Finished Goods Inventory (such determination may be made as to different categories of German Eligible Finished Goods Inventory based upon the Net Recovery Percentage applicable to such categories) at such time, plus
(c)the lesser of (A) the product of 75% multiplied by the value (calculated at the lower of cost or market on a basis consistent with German Borrower's historical accounting practices) of German Eligible Raw Materials Inventory at such time, and (B) the product of 85% multiplied by the Net Recovery Percentage identified in the most recent Acceptable Appraisal of Inventory multiplied by the value (calculated at the lower of cost or market on a basis consistent

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with German Borrower's historical accounting practices) of German Eligible Raw Materials Inventory (such determination may be made as to different categories of German Eligible Raw Materials Inventory based upon the Net Recovery Percentage applicable to such categories) at such time, minus
(d)the aggregate amount of reserves, if any, established by Agent under Section 2.1(e) of this Agreement.

"German Borrowing Base Certificate" means a certificate in the form of Exhibit B-2.

"German Designated Account" means the German Deposit Account of German Borrower identified on Schedule D-1 to this Agreement (or such other Deposit Account of German Borrower located at German Designated Account Bank that has been designated as such, in writing, by German Borrower to Agent).

"German Designated Account Bank" has the meaning specified therefor in Schedule D-1 to this Agreement (or such other bank that is located within Germany that has been designated as such, in writing, by German Borrower to Agent).

"German Dilution" means, as of any date of determination, a percentage, based upon the experience of the immediately prior 12 months, that is the result of dividing the amount of (a) bad debt write-downs, discounts (other than customary early payment discounts), advertising allowances, credits, or other dilutive items with respect to German Borrower's Accounts during such period, by (b) German Borrower's billings with respect to Accounts during such period.

"German Dilution Reserve" means, as of any date of determination, an amount sufficient to reduce the advance rate against German Eligible Accounts by 1 percentage point for each percentage point by which German Dilution is in excess of 5%.

"German Eligible Accounts" means those Accounts created by German Borrower in the ordinary course of its business, that arise out of German Borrower's sale of goods or rendition of services, that comply with each of the representations and warranties respecting German Eligible Accounts made in the Loan Documents, and that are not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided, that such criteria may be revised from time to time by Agent in Agent's Permitted Discretion to address the results of any field examination performed by (or on behalf of) Agent from time to time after the Closing Date.  In determining the amount to be included, German Eligible Accounts shall be calculated net of customer deposits, unapplied cash, taxes, discounts, credits, allowances, and rebates.  German Eligible Accounts shall not include the following:

(a)(i) Accounts that the Account Debtor has failed to pay within 120 days of original invoice date or 60 days of due date or (ii) Accounts with selling terms of more than 120 days,
(b)Accounts 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 (a) above,

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(c)Accounts with respect to which the Account Debtor is an Affiliate of German Borrower or an employee or agent of German Borrower or any Affiliate of German Borrower,
(d)Accounts arising in a transaction wherein 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,
(e)Accounts that are not payable in Dollars or Euros,
(f)Accounts with respect to which the Account Debtor either (i) is not incorporated in, or organized under, the laws of a Tier 1 Jurisdiction or Tier 2 Jurisdiction, or (ii) is incorporated in, or organized under the laws of a Tier 2 Jurisdiction, at any time that the aggregate of all such Accounts and all German Eligible Accounts with respect to an Account Debtor incorporated in, or organized under the laws of a Tier 2 Jurisdiction exceeds 50% of all German Eligible Accounts and Belgian Eligible Accounts, to the extent of the obligations owing by such Account Debtors in excess of such percentage, or (iii) is the government of any country or sovereign state, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof, unless (A) the Account is supported by an irrevocable letter of credit reasonably satisfactory to Agent (as to form, substance, and issuer or domestic confirming bank) that has been delivered to Agent and is directly drawable by Agent, or (B) the Account is covered by credit insurance in form, substance, and amount, and by an insurer, reasonably satisfactory to Agent,
(g)[Intentionally Omitted],
(h)Accounts with respect to which the Account Debtor is a creditor of German Borrower, has or has asserted a right of recoupment or setoff, or has disputed its obligation to pay all or any portion of the Account, to the extent of such claim, right of recoupment or setoff, or dispute,
(i)Accounts with respect to an Account Debtor whose Belgian Eligible Accounts and German Eligible Accounts owing to Borrowers exceed 15% (such percentage, as applied to a particular Account Debtor, being subject to reduction by Agent in its Permitted Discretion if the creditworthiness of such Account Debtor deteriorates) of all Belgian Eligible Accounts and German 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 German Eligible Accounts that are excluded because they exceed the foregoing percentage shall be determined by Agent based on all of the otherwise Belgian Eligible Accounts and German Eligible Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit,
(j)Accounts with respect to which the Account Debtor is subject to an Insolvency Proceeding, is not Solvent, has gone out of business, or as to which German Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,
(k)Accounts, the collection of which, Agent, in its Permitted Discretion, believes to be doubtful because of uncertainty about the creditworthiness of the Account Debtor

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or because Agent in its Permitted Discretion otherwise considers the collateral value to be impaired,
(l)Accounts that are not subject to a valid and perfected first priority Agent's Lien,
(m)Accounts with respect to which (i) the goods giving rise to such Account have not been shipped and billed to the Account Debtor, or (ii) the services giving rise to such Account have not been performed and billed to the Account Debtor,
(n)Accounts with respect to which the Account Debtor is a Sanctioned Person or Sanctioned Entity,
(o)Accounts that represent the right to receive progress payments or other advance billings that are due prior to the completion of performance by the German Borrower of the subject contract for goods or services,
(p)Accounts owned by a target acquired in connection with a Permitted Acquisition, until the completion of an appraisal and field examination with respect to such target, in each case, reasonably satisfactory to Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition), or
(q)Accounts which are subject to any valid extended extendable retention of title right.

"German Eligible Finished Goods Inventory" shall mean Inventory that qualifies as German Eligible Inventory and consists of first quality finished goods held for sale in the ordinary course of German Borrower's business.

"German Eligible Inventory" means Inventory of German Borrower, that complies with each of the representations and warranties respecting German Eligible Inventory made in the Loan Documents, and that is not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided, that such criteria may be revised from time to time by Agent in Agent's Permitted Discretion to address the results of any field examination or appraisal performed by Agent from time to time after the Closing Date.  In determining the amount to be so included, Inventory shall be valued at the lower of cost or market on a basis consistent with German Borrower's historical accounting practices.  An item of Inventory shall not be included in German Eligible Inventory if:

(a)German Borrower does not have good, valid, and marketable title thereto including pursuant to retention of title arrangements, unless such arrangements have been waived in form and substance satisfactory to Agent,
(b)German Borrower does not have actual and exclusive possession thereof (either directly or through a bailee or agent of German Borrower),
(c)it is not located at one of the locations in Germany or other countries acceptable to Agent set forth on Schedule 4.25 to this Agreement (as such Schedule 4.25 may be

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amended from time to time in accordance with Section 5.14) (or in-transit from one such location to another such location),
(d)it is in-transit to or from a location of German Borrower (other than in-transit from one location set forth on Schedule 4.25 to this Agreement to another location set forth on Schedule 4.25 to this Agreement),
(e)it is located on real property leased by German Borrower or in a contract warehouse, in each case, unless either (x) it is subject to a Collateral Access Agreement executed by the lessor or warehouseman, as the case may be, or (y) Agent has established a Landlord Reserve with respect to such location and, in either case, unless it is segregated or otherwise separately identifiable from goods of others, if any, stored on the premises (provided that German Borrower shall have ninety (90) days from the Closing Date to obtain Collateral Access Agreements prior to the establishment of any such Reserve),
(f)it is the subject of a bill of lading or other document of title,
(g)it is not subject to a valid and perfected first priority Agent's Lien,
(h)it consists of goods returned or rejected by German Borrower's customers,
(i)it consists of goods that are obsolete or slow moving, restrictive or custom items, work-in-process, raw materials, or goods that constitute spare parts, packaging and shipping materials, supplies used or consumed in German Borrower's business, bill and hold goods, defective goods, "seconds," or Inventory acquired on consignment,
(j)it is subject to third party trademark, licensing or other proprietary rights, unless Agent is satisfied that such Inventory can be freely sold by Agent on and after the occurrence of an Event of a Default despite such third party rights, or
(k)it was acquired in connection with a Permitted Acquisition, until the completion of an appraisal and field examination of such Inventory, in each case, reasonably satisfactory to Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition).

"German Eligible Raw Material Inventory" shall mean Inventory that qualifies as German Eligible Inventory and consists of goods that are first quality raw materials.

"German Extraordinary Advances" has the meaning specified therefor in Section 2.3(d)(iii) of this Agreement.

"German Global Assignment Agreement" means the security assignment agreement granted by German Borrower over its present and future receivables, dated as of even date with this Agreement, in form and substance reasonably satisfactory to Agent, executed and delivered by German Borrower to the Agent.

"German Hedge Obligations" means any and all obligations or liabilities, whether absolute or contingent, due or to become due, now existing or hereafter arising, of German

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Borrower arising under, owing pursuant to, or existing in respect of Hedge Agreements entered into with one or more of the Hedge Providers.

"German Issuing Bank" means Wells Fargo London or any other Lender that, at the request of Borrowers and with the consent of Agent, agrees, in such Lender's sole discretion, to become a German Issuing Bank for the purpose of issuing German Letters of Credit pursuant to Section 2.11D of this Agreement, and German Issuing Bank shall be a Lender.

"German Letter of Credit" means a letter of credit (as that term is defined in the Code) issued for the account of German Borrower pursuant to the terms of this Agreement by German Issuing Bank.

"German Letter of Credit Disbursement" means a payment made by German Issuing Bank pursuant to a German Letter of Credit.

"German Letter of Credit Exposure" means, as of any date of determination with respect to any Lender, such Lender's participation in the German Letter of Credit Usage pursuant to Section 2.11D(e) on such date.

"German Letter of Credit Fee" has the meaning specified therefor in Section 2.6(b) of this Agreement.

"German Letter of Credit Indemnified Costs" has the meaning specified therefor in Section 2.11D(f) of this Agreement.

"German Letter of Credit Related Person" has the meaning specified therefor in Section 2.11D(f) of this Agreement.

"German Letter of Credit Sublimit" means €20,000,000.

"German Letter of Credit Usage" means, as of any date of determination, the sum of (a) the aggregate undrawn amount of all outstanding German Letters of Credit, plus (b) the aggregate amount of outstanding reimbursement obligations with respect to German Letters of Credit which remain unreimbursed or which have not been paid through a German Revolving Loan.

"German Line Cap" means, as of any date of determination, the lesser of (a) the German Maximum Revolver Amount, and (b) the German Borrowing Base as of such date of determination.

"German Loan Account" has the meaning specified therefor in Section 2.9 of this Agreement.

"German Maximum Revolver Amount" means the lesser of (x) €60,000,000 decreased by the amount of reductions in the German Revolver Commitments made in accordance with Section 2.4(c) of this Agreement and (y) the US Maximum Revolver Amount less the sum of US Revolver Usage, Canadian Revolver Usage and Belgian Revolver Usage at such time.

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"German Monthly Reporting Event" means if at any time German Revolver Usage is greater than 25% of the German Line Cap.

"German Monthly Reporting Period" means the period commencing after the continuance of a German Monthly Reporting Event and continuing until the date when no German Monthly Reporting Event has occurred for 30 consecutive days.

"German Obligations" means (a) all loans (including the German Revolving Loans (inclusive of German Extraordinary Advances and German Swing Loans)), debts, principal, interest (including any interest that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), reimbursement or indemnification obligations with respect to German Letters of Credit (irrespective of whether contingent), premiums, liabilities (including all amounts charged to the German Loan Account pursuant to this Agreement), obligations (including indemnification obligations) of German Borrower, fees (including the fees provided for in the Fee Letter) of German Borrower, Lender Group Expenses (including any fees or expenses that accrue after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding) of German Borrower, guaranties of German Borrower, and all covenants and duties of any other kind and description owing by German Borrower, in each of the foregoing cases, arising out of, under, pursuant to, in connection with, or evidenced by this Agreement or any of the other Loan Documents and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all interest not paid when due and all other expenses or other amounts that German Borrower is required to pay or reimburse by the Loan Documents or by law or otherwise in connection with the Loan Documents, and (b) all German Bank Product Obligations; provided that, anything to the contrary contained in the foregoing notwithstanding, the German Obligations shall exclude any Excluded Swap Obligation.  Without limiting the generality of the foregoing, the German Obligations of German Borrowers under the Loan Documents include the obligation to pay (i) the principal of the German Revolving Loans, (ii) interest accrued on the German Revolving Loans, (iii) the amount necessary to reimburse German Issuing Bank for amounts paid or payable pursuant to German Letters of Credit, (iv) Letter of Credit commissions, fees (including fronting fees) and charges, in each case, in respect of German Letters of Credit, (v) Lender Group Expenses of German Borrower, (vi) fees payable by German Borrower under this Agreement or any of the other Loan Documents, and (vii) indemnities and other amounts payable by German Borrower under any Loan Document.  Any reference in this Agreement or in the Loan Documents to the German Obligations shall include all or any portion thereof and any extensions, modifications, renewals, or alterations thereof, both prior and subsequent to any Insolvency Proceeding.

"German Overadvance" means, as of any date of determination, that the German Revolver Usage is greater than any of the limitations set forth in Section 2.1 or Section 2.11D.

"German Protective Advances" has the meaning specified therefor in Section 2.3(d)(i) of this Agreement.

"German Revolver Commitment" means, with respect to each Revolving Lender, its German Revolver Commitment, and, with respect to all Revolving Lenders, their German

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Revolver Commitments, in each case as set forth beside such Revolving Lender's name under the applicable heading on Schedule C-1 to this Agreement or in the Assignment and Acceptance pursuant to which such Revolving Lender became a Revolving Lender under this Agreement, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section 13.1 of this Agreement.

"German Revolver Usage" means, as of any date of determination, the sum of (a) the amount of outstanding German Revolving Loans (inclusive of German Swing Loans and German Protective Advances), plus (b) the amount of the German Letter of Credit Usage.

"German Revolving Loan Exposure" means, with respect to any Revolving Lender, as of any date of determination (a) prior to the termination of the German Revolver Commitments, the amount of such Lender's German Revolver Commitment, and (b) after the termination of the German Revolver Commitments, the aggregate outstanding principal amount of the German Revolving Loans of such Lender.

"German Revolving Loans" has the meaning specified therefor in Section 2.1(d) of this Agreement.

"German Security Documents" means the German Account Pledge Agreement, the German Global Assignment Agreement, the German Security Transfer Agreement, and any other Loan Document that creates a Lien on the Collateral and executed and delivered by a Loan Party to the Agent.

"German Security Transfer Agreement" means the security transfer agreement relating to all current assets (Umlaufvermögen) pursuant to section 266 paragraph (2) lit. (B) I no. (1) to and including (3) German Commercial Code (Handelsgesetzbuch) dated as of even date with this Agreement, in form and substance reasonably satisfactory to Agent, executed and delivered by German Borrower to the Agent.

"German Swing Lender" means Wells Fargo London or any other Lender that, at the request of German Borrower and with the consent of Agent agrees, in such Lender's sole discretion, to become the German Swing Lender under Section 2.3(b) of this Agreement.

"German Swing Loan" has the meaning specified therefor in Section 2.3(b) of this Agreement.

"German Swing Loan Exposure" means, as of any date of determination with respect to any Lender, such Lender's Pro Rata Share of the German Swing Loans on such date.

"German Unused Line Fee" has the meaning specified therefor in Section 2.10(b) of this Agreement.

"German Weekly Reporting Event" means if at any time the Dollar Equivalent of German Excess Availability is less than the greater of (a) 15% of the German Line Cap, and (b) $8,000,000.

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"German Weekly Reporting Period" means the period commencing after the continuance of an German Weekly Reporting Event for 3 consecutive Business Days and continuing until the date when no German Weekly Reporting Event has occurred for 30 consecutive days.

"Governing Documents" means, with respect to any Person, the certificate or articles of incorporation, by-laws, or other organizational documents of such Person.

"Governmental Authority" means the government of any nation or any political subdivision thereof, whether at the national, state, territorial, provincial, county, municipal or any other level, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of, or pertaining to, government (including any supra-national bodies such as the European Union or the European Central Bank).

"Guarantors" means US Guarantors, Canadian Guarantors, and Belgian Guarantors.

"Hazardous Materials" means (a) substances that are defined or listed in, or otherwise classified pursuant to, any applicable Environmental Laws as "hazardous substances," "hazardous materials," "hazardous wastes," "toxic substances," or any other formulation intended to define, list, or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, or "EP toxicity", (b) oil, petroleum, or petroleum derived substances, natural gas, natural gas liquids, synthetic gas, drilling fluids, produced waters, and other wastes associated with the exploration, development, or production of crude oil, natural gas, or geothermal resources, (c) any flammable substances or explosives or any radioactive materials, and (d) asbestos in any form or electrical equipment that contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of 50 parts per million.

"Hedge Agreement" means a "swap agreement" as that term is defined in Section 101(53B)(A) of the Bankruptcy Code.

"Hedge Obligations" means US Hedge Obligations, Canadian Hedge Obligations, Belgian Hedge Obligations and/or German Hedge Obligations, as the context requires.

"Hedge Provider" means Wells Fargo or any of its Affiliates with respect to US Hedge Obligations, Canadian Hedge Obligations, Belgian Hedge Obligations and/or German Hedge Obligations.

"Increase" has the meaning specified therefor in Section 2.14.

"Increase Date" has the meaning specified therefor in Section 2.14.

"Increase Joinder" has the meaning specified therefor in Section 2.14.

"Indebtedness" as to any Person means (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes, or other similar instruments and all reimbursement or other obligations in respect of letters of credit,

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bankers acceptances, or other financial products, (c) all obligations of such Person as a lessee under Finance Leases, (d) all obligations or liabilities of others secured by a Lien on any asset of such Person, irrespective of whether such obligation or liability is assumed, (e) all obligations of such Person to pay the deferred purchase price of assets (other than trade payables and accrued liabilities incurred in the ordinary course of business and repayable in accordance with customary trade practices and, for the avoidance of doubt, other than royalty payments payable in the ordinary course of business in respect of non-exclusive licenses), (f) all monetary obligations of such Person owing under Hedge Agreements (which amount shall be calculated based on the amount that would be payable by such Person if the Hedge Agreement were terminated on the date of determination), (g) any Disqualified Equity Interests of such Person, and (h) any obligation of such Person guaranteeing or intended to guarantee (whether directly or indirectly guaranteed, endorsed, co-made, discounted, or sold with recourse) any obligation of any other Person that constitutes Indebtedness under any of clauses (a) through (g) above.  For purposes of this definition, (i) the amount of any Indebtedness represented by a guaranty or other similar instrument shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Indebtedness, and (ii) the amount of any Indebtedness which is limited or is non-recourse to a Person or for which recourse is limited to an identified asset shall be valued at the lesser of (A) if applicable, the limited amount of such obligations, and (B) if applicable, the fair market value of such assets securing such obligation.

"Indemnified Liabilities" has the meaning specified therefor in Section 10.3 of this Agreement.

"Indemnified Person" has the meaning specified therefor in Section 10.3 of this Agreement.

"Indemnified Taxes" means, (a) 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 (b) to the extent not otherwise described in the foregoing clause (a), Other Taxes.

"Insolvency Proceeding" means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any other provincial, state or federal (including the federal government of Canada) bankruptcy or insolvency law, each as now and hereafter in effect, any successors to such statutes, and any similar laws in any jurisdiction including, without limitation, any laws relating to assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief and any law permitting a debtor to obtain a stay or a compromise of the claims of its creditors.

"Intercompany Purchase" means a purchase of goods made by any Loan Party from any Subsidiary of Worldwide (including another Loan Party).

"Intercompany Subordination Agreement" means an intercompany subordination agreement, dated as of even date with this Agreement, executed and delivered by each Borrower,

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each of the Loan Party Subsidiaries, and Agent, the form and substance of which is reasonably satisfactory to Agent.

"Interest Expense" means, for any period, the sum of the following determined on a consolidated basis, without duplication, for the Borrowers and their Subsidiaries in accordance with GAAP, interest expense (including, without limitation, interest expense attributable to Finance Leases and all net payment obligations pursuant to Hedge Agreements attributable to Indebtedness) for such period.

"Interest Period" means, with respect to each Non-Base Rate Loan, a period commencing on the date of the making of such Non-Base Rate Loan (or the continuation of a Non-Base Rate Loan or the conversion of a Base Rate Loan to a Non-Base Rate Loan) and ending 1<,> or 3 months thereafter in respect of <US LIBOR Rate>SOFR Loans< and>, Canadian CDOR Rate Loans or <1 or 3 months thereafter in respect of >EURIBOR Rate Loans; provided, that (a) interest shall accrue at the applicable rate based upon the Non-Base Rate from and including the first day of each Interest Period to, but excluding, the day on which any Interest Period expires, <and >(b) Borrowers may not elect an Interest Period which will end after the Maturity Date<;>, and (c) no tenor that has been removed from this definition pursuant to Section 2.12(d)(iii)(D) shall be available for specification in any Non-Base Rate Notice or conversion or continuation notice; provided further, that for Non-Base Rate Loans (but not CDOR Rate Loans) (A) any Interest Period that would end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day and (B) with respect to an 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), the Interest Period shall end on the last Business Day of the calendar month that is 1<,> or 3 months after the date on which the Interest Period began<, as applicable, in respect of US LIBOR Rate Loans or 1 or 3 months after the date on which the Interest Period began, as applicable, in respect of EURIBOR Rate Loans>.

"Inventory" means inventory (as that term is defined in the Code or, to the extent applicable, the PPSA).

"Inventory Reserves" means, as of any date of determination, (a) Landlord Reserves, and (b) those reserves that Agent deems necessary or appropriate, in its Permitted Discretion and subject to Section 2.1(e), to establish and maintain (including reserves for slow moving Inventory and Inventory shrinkage) with respect to the US Eligible Inventory, Canadian Eligible Inventory, Belgian Eligible Inventory, and German Eligible Inventory.

"Investment" means, with respect to any Person, any investment by such Person in any other Person (including Affiliates) in the form of loans, guarantees, advances, capital contributions (excluding (a) commission, travel, and similar advances to officers and employees of such Person made in the ordinary course of business, and (b) bona fide accounts receivable arising in the ordinary course of business), or acquisitions of Indebtedness, Equity Interests, or all or substantially all of the assets of such other Person (or of any division or business line of such other Person), and any other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP.  The amount of any Investment shall be the original cost of

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such Investment plus the cost of all additions thereto, without any adjustment for increases or decreases in value, or write-ups, write-downs, or write-offs with respect to such Investment.

"IRC" means the Internal Revenue Code of 1986, as in effect from time to time.

"ISP" means, with respect to any Letter of Credit, the International Standby Practices 1998 (International Chamber of Commerce Publication No. 590) and any version or revision thereof accepted by the Issuing Bank or Canadian Underlying Issuer for use.

"Issuer Document" means, with respect to any Letter of Credit, a letter of credit application, a letter of credit agreement, or any other document, agreement or instrument entered into (or to be entered into) by a Borrower in favor of Issuing Bank or Canadian Underlying Issuer and relating to such Letter of Credit.

"Issuing Bank" means US Issuing Bank, Canadian Issuing Bank, Belgian Issuing Bank and/or German Issuing Bank, as the context requires.

"Landlord Reserve" means, (a) as to each leased or third party location at which a Borrower has Inventory or books and records located and as to which a Collateral Access Agreement has not been received by Agent, a reserve in an amount determined in Agent's Permitted Discretion which (i) in respect of leased locations, shall not exceed the greater of (x) the number of months rent for which the landlord will have, under applicable law, a Lien in the Inventory of such Borrower to secure the payment of rent or other amounts under the lease relative to such location, or (y) 3 months rent under the lease relative to such location, or (ii) in respect of any third party locations, 3 months costs under the relevant agreement with such third party relevant to such location, but, in each case, not to exceed the value of Inventory located at such leased or third party location that is included in the US Borrowing Base, the Canadian Borrowing Base, the Belgian Borrowing Base and the German Borrowing Base and (b) a reserve for 18 months rent and costs in respect of German leased locations at which a Borrower has Inventory or books and records located.

"Lender" has the meaning set forth in the preamble to this Agreement, shall include Issuing Bank and the Swing Lender, and shall also include any other Person made a party to this Agreement pursuant to the provisions of Section 13.1 of this Agreement and "Lenders" means each of the Lenders or any one or more of them.

"Lender Group" means each of the Lenders (including Issuing Bank and the Swing Lender) and Agent, or any one or more of them.

"Lender Group Expenses" means all (a) costs or expenses (including taxes and insurance premiums) required to be paid by any Loan Party or its Subsidiaries under any of the Loan Documents that are paid, advanced, or incurred by the Lender Group, (b) documented out-of-pocket fees or charges paid or incurred by Agent in connection with the Lender Group's transactions with each Loan Party and its Subsidiaries under any of the Loan Documents, including, photocopying, notarization, couriers and messengers, telecommunication, public record searches, filing fees, recording fees, publication, real estate surveys, real estate title policies and endorsements, and environmental audits, (c) Agent's customary fees and charges imposed or incurred in connection with any background checks or OFAC/PEP searches related to any Loan

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Party or its Subsidiaries, (d) Agent's customary fees and charges (as adjusted from time to time) with respect to the disbursement of funds (or the receipt of funds) to or for the account of any Borrower (whether by wire transfer or otherwise), together with any out-of-pocket costs and expenses incurred in connection therewith, (e) customary charges imposed or incurred by Agent resulting from the dishonor of checks payable by or to any Loan Party, (f) reasonable, documented out-of-pocket costs and expenses paid or incurred by the Lender Group to correct any default or enforce any provision of the Loan Documents, or during the continuance of an Event of Default, in gaining possession of, maintaining, handling, preserving, storing, shipping, selling, preparing for sale, or advertising to sell the Collateral, or any portion thereof, irrespective of whether a sale is consummated, (g) field examination, appraisal, and valuation fees and expenses of Agent related to any field examinations, appraisals, or valuation to the extent of the fees and charges (and up to the amount of any limitation) provided in Section 5.7(c) of this Agreement, (h) Agent's and Lenders' reasonable, documented costs and expenses (including reasonable and documented attorneys' fees and expenses) relative to third party claims or any other lawsuit or adverse proceeding paid or incurred, whether in enforcing or defending the Loan Documents or otherwise in connection with the transactions contemplated by the Loan Documents, Agent's Liens in and to the Collateral, or the Lender Group's relationship with any Loan Party or any of its Subsidiaries, (i) Agent's reasonable and documented costs and expenses (including reasonable and documented attorneys' fees and due diligence expenses) incurred in advising, structuring, drafting, reviewing, administering (including travel, meals, and lodging), syndicating (including reasonable costs and expenses relative to CUSIP, DXSyndicate™, SyndTrak or other communication costs incurred in connection with a syndication of the loan facilities), or amending, waiving, or modifying the Loan Documents, and (j) Agent's and each Lender's reasonable and documented costs and expenses (including reasonable and documented attorneys, accountants, consultants, and other advisors fees and expenses) incurred in terminating, enforcing (including attorneys, accountants, consultants, and other advisors fees and expenses incurred in connection with a "workout," a "restructuring," or an Insolvency Proceeding concerning any Loan Party or any of its Subsidiaries or in exercising rights or remedies under the Loan Documents), or defending the Loan Documents, irrespective of whether a lawsuit or other adverse proceeding is brought, or in taking any enforcement action or any Remedial Action with respect to the Collateral.

"Lender Group Representatives" has the meaning specified therefor in Section 17.9 of this Agreement.

"Lender-Related Person" means, with respect to any Lender, such Lender, together with such Lender's Affiliates, officers, directors, employees, attorneys, and agents.

"Letter of Credit" means a letter of credit (as that term is defined in the Code) issued by Issuing Bank.

"Letter of Credit" means a US Letter of Credit, a Canadian Letter of Credit, a Belgian Letter of Credit and/or a German Letter of Credit, as the context requires.

"Letter of Credit Collateralization" means with respect to the US Letter of Credit Usage, the Canadian Letter of Credit Usage, the Belgian Letter of Credit Usage or the German Letter of Credit Usage, as applicable, either (a) providing cash collateral in the Applicable Currency (pursuant to documentation reasonably satisfactory to Agent, including provisions that

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specify that the applicable Letter of Credit Fees and all fees, charges and commissions provided for in this Agreement (including any fronting fees) will continue to accrue while the applicable Letters of Credit are outstanding) to be held by Agent for the benefit of the applicable Revolving Lenders in an amount equal to 103% of the then existing applicable Letter of Credit Usage, (b) delivering to Agent documentation executed by all beneficiaries under the applicable Letters of Credit, in form and substance reasonably satisfactory to Agent and the applicable Issuing Bank, terminating all of such beneficiaries' rights under the Letters of Credit, or (c) providing Agent with a standby letter of credit, in form and substance reasonably satisfactory to Agent in the Applicable Currency, from a commercial bank acceptable to Agent (in its sole discretion) in an amount equal to 103% of the then existing applicable Letter of Credit Usage (it being understood that the applicable Letter of Credit Fee and all fronting fees set forth in this Agreement will continue to accrue while the applicable Letters of Credit are outstanding and that any such fees that accrue must be an amount that can be drawn under any such standby letter of credit).

"Letter of Credit Disbursement" means a US Letter of Credit Disbursement, a Canadian Letter of Credit Disbursement, a Belgian Letter of Credit Disbursement and/or a German Letter of Credit Disbursement, as the context requires.

"Letter of Credit Exposure" means the US Letter of Credit Exposure, the Canadian Letter of Credit Exposure, the Belgian Letter of Credit Exposure and/or the German Letter of Credit Exposure, as the context requires.

"Letter of Credit Fees" means the US Letter of Credit Fees, the Canadian Letter of Credit Fees, the Belgian Letter of Credit Fees and/or the German Letter of Credit Fees, as the context requires.

"Letter of Credit Usage" means the US Letter of Credit Usage, the Canadian Letter of Credit Usage, the Belgian Letter of Credit Usage and/or the German Letter of Credit Usage, as the context requires.

"Lien" means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance, easement, lien (statutory or other), security interest, hypothec, or other security arrangement and any other preference, priority, or preferential arrangement of any kind or nature whatsoever, including any conditional sale contract or other title retention agreement, the interest of a lessor under a Finance Lease and any synthetic or other financing lease having substantially the same economic effect as any of the foregoing.

"Line Cap" means, as of any date of determination, the lesser of (a) the Maximum Revolver Amount, and (b) the sum of the US Borrowing Base, Canadian Borrowing Base, Belgian Borrowing Base and the German Borrowing Base as of such date of determination.

"Loan" shall mean any Revolving Loan, Swing Loan, or Extraordinary Advance made (or to be made) hereunder.

"Loan Account" means the US Loan Account, the Canadian Loan Account, the Belgian Loan Account and/or the German Loan Account, as the context requires.

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"Loan Documents" means this Agreement, the Control Agreements, any Borrowing Base Certificates, the Fee Letter, the US Guaranty and Security Agreement, the Intercompany Subordination Agreement, any Issuer Documents, the Letters of Credit, the Canadian Security Documents, the Belgian Security Documents, the German Security Documents, any guaranties executed by any Loan Party, any note or notes executed by any Borrower in connection with this Agreement and payable to any member of the Lender Group, and any other instrument or agreement entered into, now or in the future, by Borrowers or any of their Subsidiaries and any member of the Lender Group in connection with this Agreement (but specifically excluding Bank Product Agreements).

"Loan Parties" means the US Loan Parties, the Canadian Loan Parties, the Belgian Loan Parties and/or the German Borrower, as the context requires.

"Loan Party Subsidiary" means each Subsidiary of Worldwide that is a Loan Party and each other Material Subsidiary of Worldwide that is organized under the laws of the United States, any state thereof, the District of Columbia, Canada, any province or territory thereof or Belgium.

"Margin Stock" as defined in Regulation U of the Board of Governors as in effect from time to time.

"Material Adverse Effect" means (a) a material adverse effect in the business, operations, results of operations, assets, liabilities or financial condition of Borrowers and the Loan Party Subsidiaries, taken as a whole, (b) a material impairment of Borrowers' and the Loan Party Subsidiaries' ability to perform their obligations under the Loan Documents to which they are parties or of the Lender Group's ability to enforce the Obligations or realize upon the Collateral (other than as a result of as a result of an action taken or not taken that is solely in the control of Agent), or (c) a material impairment of the enforceability or priority of Agent's Liens with respect to all or a material portion of the Collateral other than as a result of an action or failure to act on the part of any Borrower or any Loan Party Subsidiary.

"Material Subsidiary" means a wholly owned Subsidiary of Worldwide with (1) net sales that are equal to or greater than 5.0% of the consolidated net sales of Worldwide and its consolidated Subsidiaries for the most recent fiscal quarter for which a consolidated income statement of Worldwide and its consolidated Subsidiaries is available or (2) assets that are equal to or greater than 5.0% of the total assets of Worldwide and its consolidated Subsidiaries as of the end of the most recent fiscal quarter for which a consolidated balance sheet of Worldwide and its consolidated Subsidiaries is available.

"Maturity Date" means the earlier of (i) April 20, 2026 and (ii) 90 days prior to the final maturity of the Notes Debt (or, to the extent the Notes Debt is repaid in full with proceeds of Refinancing Indebtedness, 90 days prior to the final maturity of such Refinancing Indebtedness).

"Maximum Revolver Amount" means $225,000,000, decreased by the amount of reductions in the Revolver Commitments made in accordance with Section 2.4(c) of this Agreement.

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"Minimum Excess Availability Amount" means, as of any date of determination, the greater of (a) 10% of the Line Cap and (b) $20,000,000.

"Monthly Reporting Event" means if at any time Revolver Usage is greater than 25% of the Line Cap.

"Monthly Reporting Period" means the period commencing after the continuance of a Monthly Reporting Event and continuing until the date when no Monthly Reporting Event has occurred for 30 consecutive days.

"Moody's" has the meaning specified therefor in the definition of Domestic Cash Equivalents.

"Multiemployer Plan" means any multiemployer plan within the meaning of Section 3(37) of ERISA with respect to which any Loan Party, any Loan Party Subsidiary, or any of their ERISA Affiliates has an obligation to contribute or otherwise has any liability.

"Net Assets" means, in relation to Belgian Borrower or any Belgian Guarantor, if applicable, netto actief/actif net as defined in article 5:142 or 7:212 (as the case may be) of the BCCA, it being understood that (i) any financial indebtedness owed by Belgian Borrower or such Belgian Guarantor to other Loan Parties will not be taken into account for the purpose of calculating Belgian Borrower’s or such Belgian Guarantor’s liabilities (schulden/dettes) and, (ii) in the event of a dispute on the amount of Net Assets, a certificate of such amount from the statutory auditors of Belgian Borrower or such Belgian Guarantor (or, if these are not available, an independent firm of accountants of international reputation) shall be conclusive, save in case of manifest error.

"Net Recovery Percentage" means, as of any date of determination, the percentage of the book value of Borrowers' Inventory that is estimated to be recoverable in an orderly liquidation of such Inventory net of all associated costs and expenses of such liquidation, such percentage to be determined as to each category of Inventory and to be as specified in the most recent appraisal received by Agent from an Acceptable Appraisal.

"Non-Base Rate Deadline" has the meaning specified therefor in Section 2.12(b)(i) of this Agreement.

"Non-Base Rate Notice" means a written notice in the form of Exhibit L-1.

"Non-Base Rate Option" has the meaning specified therefor in Section 2.12(a) of this Agreement.

"Non-Base Rate" means the <US LIBOR Rate>Adjusted Term SOFR, EURIBOR or the Canadian CDOR Rate.

"Non-Base Rate Loan" means each portion of a Revolving Loan that bears interest at a rate determined by reference to the applicable Non-Base Rate.

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"Non-Base Rate Margin" has the meaning set forth in the definition of Applicable Margin.

"Non-Consenting Lender" has the meaning specified therefor in Section 14.2(a) of this Agreement.

"Non-Defaulting Lender" means each Lender other than a Defaulting Lender.

"Non-Cooperative Jurisdiction" means a tax haven country, a low-tax jurisdiction or a non-cooperative jurisdiction, within the meaning of Article 307, §1/2 of the Belgian Income Tax Code 1992 or any successor provision.

"Notes Debt" means Indebtedness under the Notes Documents.

"Notes Documents" means Notes Indenture and all agreements, documents and instruments executed and/or delivered pursuant thereto or in connection therewith.

"Notes Indenture" means that certain Indenture among Kronos International, Inc., as Issuer, the guarantors named therein, Deutsche Bank Trust Company Americas, as trustee and collateral agent and Deutsche Bank Trust Company Americas, as paying agent, transfer agent and registrar, as amended or modified from time to time in compliance with the terms hereof.

"Notification Event" means (a) the occurrence of a "reportable event" described in Section 4043 of ERISA for which the 30-day notice requirement has not been waived by applicable regulations issued by the PBGC, (b) the withdrawal of any Loan Party or ERISA Affiliate from a Pension Plan during a plan year in which it was a "substantial employer" as defined in Section 4001(a)(2) of ERISA, (c) the termination of a Pension Plan, the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination, under Section 4041 of ERISA, if the plan assets are not sufficient to pay all plan liabilities, (d) the institution of proceedings to terminate, or the appointment of a trustee with respect to, any Pension Plan by the PBGC or any Pension Plan or Multiemployer Plan administrator, (e) any other event or condition that would constitute grounds under Section 4042(a) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, (f) the imposition of a Lien pursuant to the IRC or ERISA in connection with any Employee Benefit Plan or the existence of any facts or circumstances that could reasonably be expected to result in the imposition of a Lien, (g) the partial or complete withdrawal of any Loan Party or ERISA Affiliate from a Multiemployer Plan (other than any withdrawal that would not constitute an Event of Default under Section 8.12), (h) any event or condition that results in the reorganization or insolvency of a Multiemployer Plan under Sections of ERISA, (i) any event or condition that results in the termination of a Multiemployer Plan under Section 4041A of ERISA or the institution by the PBGC of proceedings to terminate or to appoint a trustee to administer a Multiemployer Plan under ERISA, (j) any Pension Plan being in "at risk status" within the meaning of IRC Section 430(i), (k) any Multiemployer Plan being in "endangered status" or "critical status" within the meaning of IRC Section 432(b) or the determination that any Multiemployer Plan is or is expected to be insolvent or in reorganization within the meaning of Title IV of ERISA, (l) with respect to any Pension Plan, any Loan Party or ERISA Affiliate incurring a substantial cessation of operations within the meaning of ERISA Section 4062(e), (m) an "accumulated funding deficiency" within the meaning

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of the IRC or ERISA (including Section 412 of the IRC or Section 302 of ERISA) or the failure of any Pension Plan or Multiemployer Plan to meet the minimum funding standards within the meaning of the IRC or ERISA (including Section 412 of the IRC or Section 302 of ERISA), in each case, whether or not waived, (n) the filing of an application for a waiver of the minimum funding standards within the meaning of the IRC or ERISA (including Section 412 of the IRC or Section 302 of ERISA) with respect to any Pension Plan or Multiemployer Plan, (o) the failure to make by its due date a required payment or contribution with respect to any Pension Plan or Multiemployer Plan, (p) any event that results in or could reasonably be expected to result in a liability by a Loan Party pursuant to Title I of ERISA or the excise tax provisions of the IRC relating to Employee Benefit Plans or any event that results in or could reasonably be expected to result in a liability to any Loan Party or ERISA Affiliate pursuant to Title IV of ERISA or Section 401(a)(29) of the IRC, or (q) any of the foregoing is reasonably likely to occur in the following 30 days.

"Obligations" means the US Obligations, the Canadian Obligations, the Belgian Obligations and/or the German Obligations, as the context requires.

"OFAC" means The Office of Foreign Assets Control of the U.S. Department of the Treasury.

"Optional Monthly Borrowing Base Period" means at any time when Borrowing Base Certificates are only required to be delivered quarterly under this Agreement, Borrowers may elect, in their sole discretion, to deliver Borrowing Base Certificates monthly, with it being understood that in making this election to deliver optional monthly Borrowing Base Certificates all Borrowers must (a) provide Borrowing Base Certificates monthly for the fiscal month selected and (b) continue to provide monthly Borrowing Base Certificates for all remaining months through the end of the fiscal quarter in which the Borrowers made such election.  At the conclusion of each Optional Monthly Borrowing Base Period, the frequency of Borrowing Base Certificate submissions shall revert to as otherwise provided in Schedule 5.2.

"Originating Lender" has the meaning specified therefor in Section 13.1(e) of this Agreement.

Other Connection Taxes” means, with respect to any Lender or Participant, Taxes imposed as a result of a present or former connection between such Lender or Participant and the jurisdiction imposing such Tax (other than connections arising from such Lender or Participant 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 all present or future stamp, court, excise, 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; provided, however, for the avoidance of doubt, Other Taxes shall not include any Other Connection Taxes imposed with respect to an assignment by a Lender after the date hereof (other than an assignment (i) by a

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Tax Lender, or (ii) at the request of any Loan Party, or (iii) during an Event of Default specified in Section 8.1(b), 8.4, 8.5, or 8.8).

"Overadvance" means a US Overadvance, a Canadian Overadvance, a Belgian Overadvance and/or a German Overadvance, as the context requires.

"Parallel Debt" has the meaning specified therefor in Section 2.18 of this Agreement.

"Participant" has the meaning specified therefor in Section 13.1(e) of this Agreement.

"Participant Register" has the meaning set forth in Section 13.1(i) of this Agreement.

"Patriot Act" has the meaning specified therefor in Section 4.13 of this Agreement.

"Payment Conditions" means, at the time of determination with respect to a proposed payment to fund a Specified Transaction, that:

(a)no Default or Event of Default then exists or would arise as a result of the consummation of such Specified Transaction,
(b)either

(i)the Dollar Equivalent of Excess Availability after giving effect to such proposed payment and Specified Transaction, in each case, is not less than the greater of (1) 17.5% of the Line Cap, and (2) $35,000,000, or

(ii)both (A) the Fixed Charge Coverage Ratio of Worldwide and its consolidated Subsidiaries is equal to or greater than 1.0:1.00 for the trailing 12 month period most recently ended for which financial statements are required to have been delivered to Agent pursuant to Schedule 5.1 to this Agreement (or which financial statements are included in the 10-K or 10-Q most recently filed by Worldwide with the SEC) (calculated on a pro forma basis as if such proposed payment is a Fixed Charge made on the last day of such 12 month period (it being understood that such proposed payment shall also be a Fixed Charge made on the last day of such 12 month period for purposes of calculating the Fixed Charge Coverage Ratio under this clause (ii) for any subsequent proposed payment to fund a Specific Transaction)), and (B) Excess Availability after giving effect to such proposed payment and Specified Transaction, in each case, is not less than the greater of (X) 12.5% of the Line Cap, and (Y) $25,000,000, and

(c)Administrative Borrower has delivered a certificate to Agent certifying that all conditions described in clauses (a) and (b) above have been satisfied; provided that, if (i) no Loans are outstanding under the Revolver, or (ii) if Excess Availability exceeds $80,000,000, Administrative Borrower shall not be required to deliver such a certificate to Agent.

"PBGC" means the Pension Benefit Guaranty Corporation or any successor agency.

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"Pension Plan" means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to the provisions of Title IV of ERISA or Section 412 of the Code.

"Perfection Certificate" means a certificate in the form of Exhibit P-1.

"Permitted Acquisition" means any Acquisition so long as:

(a)the proposed Acquisition is consensual,
(b)no Indebtedness will be incurred, assumed, or would exist with respect to any Borrower or any Loan Party Subsidiary as a result of such Acquisition, other than Permitted Indebtedness and no Liens will be incurred, assumed, or would exist with respect to the assets of any Borrower or any Loan Party Subsidiary as a result or such Acquisition other than Permitted Liens,
(c)the Payment Conditions are satisfied,
(d)Borrowers have provided Agent with written notice of the proposed Acquisition at least 15 Business Days prior to the anticipated closing date of the proposed Acquisition and, not later than 5 Business Days prior to the anticipated closing date of the proposed Acquisition, copies of the acquisition agreement and other material documents relative to the proposed Acquisition,
(e)the assets being acquired (other than a de minimis amount of assets in relation to Borrowers' and their Subsidiaries' total assets), or the Person whose Equity Interests are being acquired, are useful in or engaged in, as applicable, the business of Borrowers or a business reasonably related thereto, and
(f)the applicable Loan Party shall have complied with Section 5.11 or 5.12 of this Agreement, as applicable.

"Permitted Discretion" means a determination made in good faith in the exercise of reasonable (from the perspective of a secured asset-based lender) business judgment by Agent.

"Permitted Dispositions" means:

(a)sales, abandonment, or other dispositions of Equipment that is substantially worn, damaged, or obsolete or no longer used or useful in the ordinary course of business and leases or subleases of Real Property not useful in the conduct of the business of Borrowers and the Loan Party Subsidiaries,
(b)sales of Inventory or any other property or assets to buyers in the ordinary course of business,
(c)the disposition, use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents,

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(d)sales or grants of licenses of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business,
(e)the granting of Permitted Liens,
(f)the write-off, sale, discount, or other disposition, in each case without recourse, of accounts receivable and similar obligations arising in the ordinary course of business or the conversion of accounts receivable to notes receivable, but only in connection with the compromise or collection thereof, including in connection with bankruptcy or similar proceedings,
(g)any involuntary loss, damage or destruction of property,
(h)any involuntary condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of property,
(i)the leasing, subleasing, licensing or sublicensing of assets (including Real Property) of any Borrower or any Loan Party Subsidiary in the ordinary course of business,
(j)the sale or issuance of Equity Interests (other than Disqualified Equity Interests) of Worldwide,
(k)the abandonment or lapse of patents, trademarks, copyrights, or other intellectual property rights in the ordinary course of business so long as, (i) with respect to copyrights, such copyrights are not material revenue generating copyrights, and (ii) such lapse or abandonment could not reasonably be expected to result in a Material Adverse Effect,
(l)the making of Restricted Payments that are expressly permitted to be made pursuant to this Agreement,
(m)the making of Permitted Investments and Permitted Intercompany Advances that are expressly permitted to be made pursuant to this Agreement,
(n)the disposition of Permitted Investments acquired under clauses (d), (h), and (j) thereof, including, without limitation, the disposition of any Investment in any joint venture or any Subsidiary that is not a Loan Party to the extent required by, or made pursuant to , buy/sell arrangements between the joint venture or similar party set forth in the relevant joint venture arrangements and/or similar binding arrangements,
(o)(i) transfers of assets from any Loan Party to any US Loan Party (including transfers to a Subsidiary of Worldwide that is not a Loan Party to the extent such assets are substantially concurrently transferred to a US Loan Party), (ii) transfers of assets from any Subsidiary of Worldwide that is not a Loan Party to any other Subsidiary of Worldwide and (iii) transfers of assets permitted pursuant to Section 6.10(d),
(p)dispositions of assets acquired by Borrowers and the Loan Party Subsidiaries pursuant to a Permitted Acquisition consummated within 12 months of the date of such Permitted Acquisition so long as (i) the consideration received for the assets to be so disposed is at least equal to the fair market value of such assets, (ii) the assets to be so disposed are not

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necessary or economically desirable in connection with the business of Borrowers and the Loan Party Subsidiaries, and (iii) the assets to be so disposed are readily identifiable as assets acquired pursuant to the subject Permitted Acquisition,
(q)sales or other dispositions of Real Property and any related assets by any Borrower or any Loan Party Subsidiary,
(r)the termination of non-speculative Hedge Agreements,
(s)any surrender or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or other claims of any kind in the ordinary course of business,
(t)dispositions and/or terminations of leases, subleases, licenses or sublicenses, which (i) do not materially interfere with the business of Worldwide and its Subsidiaries, taken as a whole, or (ii) relate to closed facilities or the discontinuation of any product line,
(u)sales or dispositions by any Borrower or any Loan Party Subsidiary to any Affiliate of such Borrower or such Loan Party Subsidiary, so long as (x) such transactions are no less favorable, taken as a whole, to such Borrower or such Loan Party Subsidiary, as applicable, than would be obtained in an arm's length transaction with a non-Affiliate, (y) the aggregate fair market value of all assets disposed would not exceed $20,000,000 (excluding any sale or disposition to the extent the conditions specified in clauses (b)(i) and (c) of the definition of Payment Conditions are satisfied at the time of such sale or disposition), and (z) no Event of Default has occurred and is continuing or would result therefrom, and
(v)sales or dispositions of assets not otherwise permitted by clauses (a) through (u) above so long as made at fair market value and the aggregate fair market value of all assets disposed of in fiscal year (including the proposed disposition) pursuant to this clause (v) would not exceed the greater of (i) $100,000,000 and (ii) 5% of the total consolidated assets of Worldwide and its consolidated Subsidiaries; provided, that if, any such sales or dispositions by the Loan Parties involve (A) Collateral of US Loan Parties with a value in excess of 10% of the US Line Cap, (B) Collateral of Canadian Loan Parties with a value in excess of 10% of the Canadian Line Cap, (C) Collateral of Belgian Loan Parties with a value in excess of 10% of the Belgian Line Cap or (D) Collateral of German Borrower with a value in excess of 10% of the German Line Cap, then Borrowers shall have, prior to consummation of the sale or disposition, delivered to Agent an updated Borrowing Base Certificate and, if applicable, German Borrowing Base Certificate that reflects the removal of the applicable assets from the applicable Borrowing Base.

"Permitted Holder" means (a) Lisa K. Simmons or Thomas C. Connelly, or members of the families of Lisa K. Simmons or Thomas C. Connelly, including their spouses and/or their descendants, whether natural or adopted (collectively, the “Simmons Family Members”), (b) any trust established primarily for the benefit of the Simmons Family Members (“Simmons Trust”), (c) trustees acting in such capacity, or beneficiaries of a Simmons Trust to the extent of the beneficial interest therein and for so long as such Simmons Trust exists, (d) any employee plan or pension fund of Worldwide or any of its Subsidiaries, (e) any Person holding

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Equity Interests for or pursuant to the terms of such plan or fund and (f) any Person controlled by, or any group made up of, any one or more Persons specified in the foregoing clauses (a) through (e).

"Permitted Indebtedness" means:

(a)Indebtedness in respect of the Obligations,
(b)Indebtedness set forth on Schedule 4.14 to this Agreement and any Refinancing Indebtedness in respect of such Indebtedness,
(c)Permitted Purchase Money Indebtedness and any Refinancing Indebtedness in respect of such Indebtedness,
(d)endorsement of instruments or other payment items for deposit,
(e)Indebtedness consisting of (i) unsecured guarantees incurred in the ordinary course of business with respect to surety and appeal bonds, bid, payment or performance bonds, statutory obligations, appeal bonds, and with respect to workers' compensation claims or self-insurance obligations, bank overdrafts and commercial letters of credit, completion, guarantee, reimbursement and similar obligations; (ii) unsecured guarantees arising with respect to customary indemnification obligations to purchasers in connection with Permitted Dispositions; and (iii) guarantees with respect to Indebtedness of any Borrower or any Loan Party Subsidiary, to the extent that the Person that is obligated under such guaranty could have incurred such underlying Indebtedness,
(f)Acquired Indebtedness and any Refinancing Indebtedness in respect of such Indebtedness,
(g)Indebtedness incurred in the ordinary course of business under performance, surety, statutory, or appeal bonds,
(h)Indebtedness owed to any Person providing property, casualty, liability, or other insurance to any Borrower or any Loan Party Subsidiary, so long as the amount of such Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Indebtedness is incurred and such Indebtedness is outstanding only during such year,
(i)the incurrence by any Borrower or any Loan Party Subsidiary of Indebtedness under Hedge Agreements that are incurred for the bona fide purpose of hedging the interest rate, commodity, or foreign currency risks associated with Borrowers' and the Loan Party Subsidiaries' operations and not for speculative purposes,
(j)Indebtedness incurred in the ordinary course of business in respect of credit cards, credit card processing services, debit cards, stored value cards, purchase cards (including so-called "procurement cards" or "P-cards"), or Cash Management Services,

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(k)unsecured Indebtedness of any Borrower owing to former employees, officers, or directors (or any spouses, ex-spouses, or estates of any of the foregoing) incurred in connection with the repurchase by such Borrower of the Equity Interests of Administrative Borrower that has been issued to such Persons, so long as (i) no Default or Event of Default has occurred and is continuing or would result from the incurrence of such Indebtedness, (ii) the aggregate amount of all such Indebtedness outstanding at any one time does not exceed $5,000,000, and (iii) such Indebtedness is subordinated to the Obligations on terms and conditions reasonably acceptable to Agent,
(l)contingent liabilities in respect of any indemnification obligation, adjustment of purchase price, non-compete, or similar obligation of any Loan Party incurred in connection with the consummation of one or more Permitted Acquisitions,
(m)Indebtedness composing Permitted Investments and Permitted Intercompany Advances,
(n)unsecured Indebtedness incurred in respect of netting services, bank checks, insufficient funds, overdraft protection, and other like services, in each case, incurred in the ordinary course of business,
(o)accrual of interest, accretion or amortization of original issue discount, or the payment of interest in kind, in each case, on Indebtedness that otherwise constitutes Permitted Indebtedness,
(p)Notes Debt (and any Refinancing Indebtedness in respect of such Indebtedness)  in an aggregate principal amount not to exceed €400,000,000,
(q)any other Indebtedness incurred by any Borrower or any Loan Party Subsidiary provided that the Consolidated Total Leverage Ratio at such time shall be no greater than 3.50 to 1.0 calculated on a pro forma basis after giving effect to such incurrence of Indebtedness and such Indebtedness is either unsecured or secured solely by assets that do not constitute Collateral,
(r)Unlimited unsecured Indebtedness so long as (x) such indebtedness matures at least 91 days after the Maturity Date, (y) at the time of incurrence of such Indebtedness, the Fixed Charge Coverage Ratio of the Loan Parties and their Subsidiaries is equal to or greater than 1.0:1.0 for the trailing 12 month period most recently ended for which financial statements are required to have been delivered to Agent pursuant to Schedule 5.1 to this Agreement (or which financial statements are included in the 10-K or 10-Q most recently filed by Worldwide with the SEC) (calculated on a pro forma basis as if such Indebtedness was incurred on the first day of such 12 month period), and (z) such Indebtedness does not have principal amortization in excess of 1% per annum,
(s)Indebtedness consisting of guarantees by the Loan Parties of letters of credit issued for the accounts of subsidiaries of Worldwide that are not Loan Parties  which guarantees may be secured by assets not constituting Collateral, and

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(t)Indebtedness incurred by the Loan Parties that is not otherwise permitted by clauses (a) through (s) above, provided that, immediately after giving effect to the incurrence of such Indebtedness, the aggregate outstanding principal amount of all Indebtedness incurred pursuant to this clause (t) shall not exceed $100,000,000.

"Permitted Intercompany Advances" means loans made by (a) any US Loan Party, German Borrower, Canadian Loan Party or Belgium Loan Party to any US Loan Party (or loans to any Subsidiary of Worldwide that the proceeds thereof are substantially concurrently used to make loans or Restricted Payments to, or Investments in, any US Loan Party), (b) any subsidiary of Worldwide that is not a Loan Party to a Loan Party, (c) any subsidiary of Worldwide that is not a Loan Party to any other subsidiary of Worldwide that is not a Loan Party, (d) any Loan Party to Worldwide or any Subsidiary of Worldwide so long as the Payment Conditions are met, (e) any Loan Party to German Borrower, any Canadian Loan Party or any Belgian Loan Party, and (f) any Loan Party to a subsidiary of Worldwide that is not a Loan Party, provided that in the case of clauses (e) and (f) of this section, if the Payment Conditions cannot be satisfied at the time any such loan is made, (i) immediately after giving effect to the making of such loan, the aggregate outstanding principal amount of all such loans (by type, not by the borrower) made pursuant to clauses (e) and (f) of this section at a time when the Payment Conditions were not satisfied, shall not exceed the greater of (x) $100,000,000 and (y) 5% of the total assets of Worldwide and its consolidated Subsidiaries at such time, and (ii) at the time of the making of any such loan, no Event of Default shall have occurred and be continuing or shall result therefrom.

"Permitted Investments" means:

(a)Investments in (i) cash and Cash Equivalents and (ii) Indebtedness or Equity Interests with preferential rights of payment of dividends or upon liquidation, dissolution or winding-up, in each case issued by Persons with a rating of A or higher from S&P or A2 or higher from Moody’s (or other reasonably equivalent rating of another internationally recognized rating agency) maturing within 2 years from the date of acquisition thereof,
(b)Investments in the form of (i) prepaid expenses, (ii) negotiable instruments deposited or to be deposited for collection, and (iii) trade credit extended to customers, all in the ordinary course of business,
(c)advances made in connection with purchases of goods or services in the ordinary course of business, including advances made to finance acquisitions of inventory, supplies, materials, services, equipment, intellectual property or the licensing or contribution of intellectual property pursuant to any distribution, service, joint marketing, co-branding, co-distribution or similar arrangement, however denominated,
(d)Investments received in settlement of amounts due to any Loan Party or any Loan Party Subsidiary effected in the ordinary course of business or owing to any Loan Party or any Loan Party Subsidiary as a result of Insolvency Proceedings involving an account debtor or upon the foreclosure or enforcement of any Lien in favor of a Loan Party or Loan Party Subsidiary,
(e)Investments owned by any Loan Party or any Loan Party Subsidiary on the Closing Date and set forth on Schedule P-1 to this Agreement,

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(f)guarantees permitted under the definition of Permitted Indebtedness,
(g)Permitted Intercompany Advances,
(h)Equity Interests or other securities acquired in connection with the satisfaction or enforcement of Indebtedness or claims due or owing to a Loan Party or a Loan Party Subsidiary (in bankruptcy of customers or suppliers or otherwise outside the ordinary course of business) or as security for any such Indebtedness or claims,
(i)deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 6.2,
(j)Investments in the form of loans and advances to employees, officers, and directors and other Affiliates of a Borrower in the ordinary course of business and in an aggregate amount not to exceed $5,000,000 at any one time,
(k)Permitted Acquisitions,
(l)Investments in the form of capital contributions and the acquisition of Equity Interests made by any US Loan Party in any other US Loan Party and by any Canadian Loan Party, Belgian Loan Party or German Borrower in any US Loan Party,
(m)Investments resulting from entering into (i) Bank Product Agreements, or (ii) agreements relative to Indebtedness that is permitted under clause (j) of the definition of Permitted Indebtedness,
(n)equity Investments by any Loan Party in any Subsidiary of such Loan Party which is required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law,
(o)Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition,
(p)any required minimum pension funding payments made by any Loan Party or any Subsidiary of a Loan Party when due and payable with respect to such Loan Party's or such Subsidiary's Pension Plans or Canadian Pension Plans to the extent constituting an Investment,
(q)Investments by the Loan Parties in existing joint ventures limited to the ongoing funding of required payments and capital calls for the purchase of inventory, performance of services, reimbursement of costs and expenses, and capital expenditures) provided that such investments are substantially consistent with past practices,
(r)Loans and advances under the line of credit to Valhi, Inc., in an aggregate amount not to exceed $40,000,000 at any time outstanding,
(s)Investments received in exchange for, or made with the proceeds of, Equity Interests issued by Worldwide,

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(t)Investments in joint ventures that are not otherwise permitted by clause (q) above, in an aggregate amount not to exceed $20,000,000
(u)Investments that are not otherwise permitted by clauses (a) through (t) above, so long as at time such Investment is made the Payment Conditions are satisfied, and  
(v)Investments that are not otherwise permitted by clauses (a) through (u) above, in an aggregate amount not to exceed $50,000,000 during the term of this Agreement.

"Permitted Liens" means

(a)Liens granted to, or for the benefit of, Agent to secure the Obligations,
(b)Liens for unpaid Taxes, assessments, or other governmental charges or levies that either (i) are not yet delinquent, or (ii) do not have priority over Agent's Liens and the underlying Taxes, assessments, or charges or levies are the subject of Permitted Protests,
(c)judgment Liens arising solely as a result of the existence of judgments, orders, or requirements to pay issued by any Governmental Authority or similar awards, in each case that do not constitute an Event of Default under Section 8.3 of this Agreement,
(d)Liens in existence on the Closing Date as set forth on Schedule P-2 to this Agreement; provided, that to qualify as a Permitted Lien, any such Lien described on Schedule P-2 to this Agreement shall only secure the Indebtedness that it secures on the Closing Date and any Refinancing Indebtedness in respect thereof,
(e)the interests of lessors under operating leases and non-exclusive licensors under license agreements,
(f)purchase money Liens or the interests of lessors under Finance Leases or vendor hypothecs to the extent that such Liens or interests secure Permitted Purchase Money Indebtedness and so long as (i) such Lien attaches only to the asset purchased or acquired and the proceeds thereof, and (ii) such Lien only secures the Indebtedness that was incurred to acquire the asset purchased or acquired or any Refinancing Indebtedness in respect thereof,
(g)Liens arising by operation of law in favor of warehousemen, landlords, carriers, mechanics, materialmen, laborers, or suppliers, incurred in the ordinary course of business and not in connection with the borrowing of money, and which Liens either (i) are for sums not yet delinquent, or (ii) are the subject of Permitted Protests,
(h)Liens on amounts deposited to secure any Borrower's and any Loan Party Subsidiary's obligations in connection with worker's compensation laws, unemployment insurance, employers’ health tax and other social security laws or similar legislation or regulations, health, disability or other employee benefits or property and deposits pledged to secure obligations to insurance carriers under insurance or self-insurance arrangements, and to secure liability for reimbursement or indemnification obligations owing to insurance carriers,

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(i)Liens on amounts deposited to secure any Borrower's and any Loan Party Subsidiary's obligations in connection with the making or entering into of bids, leases, tenders, statutory obligations, government contracts, trade contracts, and agreements with utilities (including letters of credit in lieu of any such items or to support the issuance thereof), all incurred in the ordinary course of business and not in connection with the borrowing of money, including those incurred to secure health, safety and environmental obligations in the ordinary course of business,
(j)Liens on amounts deposited to secure any Borrower's and any Loan Party Subsidiary's reimbursement obligations with respect to surety or appeal bonds, indemnity, warranty or similar bonds, performance and return of money bonds, performance and completion guarantees and other obligations of a similar nature, all in the ordinary course of business,
(k)with respect to any Real Property, easements, rights of way, title defects and zoning restrictions that do not materially interfere with or impair the use or operation thereof,
(l)licenses of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business,
(m)Liens that are replacements of Permitted Liens to the extent that the original Indebtedness is the subject of permitted Refinancing Indebtedness and so long as the replacement Liens only encumber those assets that secured the original Indebtedness,
(n)Liens of a collecting bank arising in the ordinary course of business and rights of setoff or bankers' liens upon deposits of funds in favor of banks or other depository institutions, solely to the extent incurred in connection with the maintenance of such Deposit Accounts in the ordinary course of business,
(o)Liens granted in the ordinary course of business on the unearned portion of insurance premiums securing the financing of insurance premiums to the extent the financing is permitted under the definition of Permitted Indebtedness,
(p)Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods,
(q)Liens solely on any cash earnest money deposits made by a Borrower or any Loan Party Subsidiary in connection with any letter of intent or purchase agreement with respect to a Permitted Acquisition,
(r)Liens assumed by any Borrower or any Loan Party Subsidiary in connection with a Permitted Acquisition that secure Acquired Indebtedness and any Refinancing Indebtedness in respect thereof,
(s)Liens on cash and cash equivalents associated with Hedge Agreements permitted hereunder,
(t)leases, subleases, licenses, sublicenses grants or permits with respect to Real Property or other assets granted in the ordinary course of business which do not materially

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interfere with the ordinary conduct of the business of Worldwide and its Subsidiaries and the customary rights reserved or vested in any Person by the terms of any such lease, sublease, license, sublicense, grant or permit,
(u)Liens on the Equity Interests of the Subsidiaries of Worldwide securing the Notes Debt (and any Refinancing Indebtedness in respect of such Indebtedness),
(v)Liens incurred pursuant to Section 8a of the German Old Age Employees Part Time Act (Altersteilzeitgesetz) or Section 7e of the Fourth Book of the German Social Code (Sozialgesetzbuch IV),
(w)any Liens under the general terms and conditions of banks or saving banks in Germany (Allgemeine Geschäftsbedingungen der Banken und Sparkassen),
(x)liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and other for speculative purposes,
(y)(i) customary transfer restrictions and purchase options in joint venture and similar arrangements, (ii) Liens on Equity Interests in joint ventures or in Subsidiaries of Worldwide that are not Loan Parties, and (iii) customary rights of first refusal, tag, drag and similar rights in joint venture arrangements and agreements with respect to Subsidiaries of Worldwide that are not Loan Parties, in each case, entered into in the ordinary course of business,
(z)(i) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business, and (ii) Liens arising out of conditional sale, title retention or similar arrangements for the sale of goods in the ordinary course of business,
(aa)Liens on Equity Interests of Subsidiaries of Worldwide that are not Loan Parties, and
(bb)Liens that are not otherwise permitted by clauses (a) through (aa) above, securing Indebtedness of the types described in clauses (q), (s) and (t) of definition of Permitted Indebtedness, provided that such Liens do not extend to the Collateral unless the Agent and Required Lenders shall have otherwise agreed that such Liens may extend to certain portions of the Collateral and such Liens are subordinated to Agent's Liens on terms reasonably satisfactory to Agent.

"Permitted Protest" means the right of any Borrower or any Loan Party Subsidiary to protest any Lien (other than any Lien that secures the Obligations), Taxes (other than payroll Taxes or Taxes that are the subject of a United States federal tax lien or a requirement to pay issued by a Canadian Governmental Authority), or rental payment, provided that (a) a reserve with respect to such obligation is established on such Borrower's or such Loan Party Subsidiary's books and records in such amount as is required under GAAP, (b) any such protest is instituted promptly and prosecuted diligently by such Borrower or such Loan Party Subsidiary, as applicable, in good faith,  and (c) while any such protest is pending, there will be no impairment of the enforceability, validity, or priority of any of Agent's Liens.

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"Permitted Purchase Money Indebtedness" means, as of any date of determination, Indebtedness (other than the Obligations, but including Capitalized Lease Obligations), incurred after the Closing Date and at the time of, or within 90 days after, the acquisition of any fixed assets for the purpose of financing all or any part of the acquisition cost thereof, in an aggregate principal amount outstanding at any one time not in excess of the greater of (i) $100,000,000 and (ii) 5% of the total assets of Worldwide and its consolidated Subsidiaries at such time.

"Person" means natural persons, corporations, limited liability companies, limited partnerships, general partnerships, limited liability partnerships, joint ventures, trusts, land trusts, business trusts, or other organizations, irrespective of whether they are legal entities, and governments and agencies and political subdivisions thereof.

"Platform" has the meaning specified therefor in Section 17.9(c) of this Agreement.

"Post-Increase Revolver Lenders" has the meaning specified therefor in Section 2.14 of this Agreement.

"PPSA" means the Personal Property Security Act (Ontario) and the regulations thereunder, as from time to time in effect; provided, however, if attachment, perfection or priority of Agent's Lien on any Collateral is governed by the personal property security laws of any jurisdiction in Canada other than the laws of the Province of Ontario, "PPSA" means those personal property security laws in such other jurisdiction in Canada (including the Civil Code of Quebec and the regulation respecting the register of personal and movable real rights promulgated thereunder) for the purposes of the provisions hereof relating to such attachment, perfection or priority and for the definitions related to such provisions.

"Pre-Increase Revolver Lenders" has the meaning specified therefor in Section 2.14 of this Agreement.

"Projections" means Borrowers' forecasted (a) balance sheets, (b) profit and loss statements, and (c) cash flow statements, all prepared on a basis consistent with Borrowers' historical financial statements, together with appropriate supporting details and a statement of underlying assumptions.

"Pro Rata Share" means, as of any date of determination:

(a)with respect to a Lender's obligation to make all or a portion of the US Revolving Loans, with respect to such Lender's right to receive payments of interest, fees, and principal with respect to the US Revolving Loans, and with respect to all other computations and other matters related to the US Revolver Commitments or the US Revolving Loans, the percentage obtained by dividing (i) the US Revolving Loan Exposure of such Lender by (ii) the aggregate US Revolving Loan Exposure of all Lenders,
(b)with respect to a Lender's obligation to make all or a portion of the Canadian Revolving Loans, with respect to such Lender's right to receive payments of interest, fees, and principal with respect to the Canadian Revolving Loans, and with respect to all other computations and other matters related to the Canadian Revolver Commitments or the Canadian Revolving

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Loans, the percentage obtained by dividing (i) the Canadian Revolving Loan Exposure of such Lender by (ii) the aggregate Canadian Revolving Loan Exposure of all Lenders,
(c)with respect to a Lender's obligation to make all or a portion of the Belgian Revolving Loans, with respect to such Lender's right to receive payments of interest, fees, and principal with respect to the Belgian Revolving Loans, and with respect to all other computations and other matters related to the Belgian Revolver Commitments or the Belgian Revolving Loans, the percentage obtained by dividing (i) the Belgian Revolving Loan Exposure of such Lender by (ii) the aggregate Belgian Revolving Loan Exposure of all Lenders,
(d)with respect to a Lender's obligation to make all or a portion of the German Revolving Loans, with respect to such Lender's right to receive payments of interest, fees, and principal with respect to the German Revolving Loans, and with respect to all other computations and other matters related to the German Revolver Commitments or the German Revolving Loans, the percentage obtained by dividing (i) the German Revolving Loan Exposure of such Lender by (ii) the aggregate German Revolving Loan Exposure of all Lenders,
(e)with respect to a Lender's obligation to participate in the US Letters of Credit, with respect to such Lender's obligation to reimburse US Issuing Bank, and with respect to such Lender's right to receive payments of US Letter of Credit fees, and with respect to all other computations and other matters related to the US Letters of Credit, the percentage obtained by dividing (i) the US Revolving Loan Exposure of such Lender by (ii) the aggregate US Revolving Loan Exposure of all Lenders; provided, that if all of the US Revolving Loans have been repaid in full and all US Revolver Commitments have been terminated, but US Letters of Credit remain outstanding, Pro Rata Share under this clause shall be determined as if the US Revolver Commitments had not been terminated and based upon the US Revolver Commitments as they existed immediately prior to their termination, and
(f)with respect to a Lender's obligation to participate in the Canadian Letters of Credit, with respect to such Lender's obligation to reimburse Canadian Underlying Issuer (as Canadian Issuing Bank’s agent), and with respect to such Lender's right to receive payments of Canadian Letter of Credit fees, and with respect to all other computations and other matters related to the Canadian Letters of Credit, the percentage obtained by dividing (i) the Canadian Revolving Loan Exposure of such Lender by (ii) the aggregate Canadian Revolving Loan Exposure of all Lenders; provided, that if all of the Canadian Revolving Loans have been repaid in full and all Canadian Revolver Commitments have been terminated, but Canadian Letters of Credit remain outstanding, Pro Rata Share under this clause shall be determined as if the Canadian Revolver Commitments had not been terminated and based upon the Canadian Revolver Commitments as they existed immediately prior to their termination,
(g)with respect to a Lender's obligation to participate in the Belgian Letters of Credit, with respect to such Lender's obligation to reimburse Belgian Issuing Bank, and with respect to such Lender's right to receive payments of Belgian Letter of Credit fees, and with respect to all other computations and other matters related to the Belgian Letters of Credit, the percentage obtained by dividing (i) the Belgian Revolving Loan Exposure of such Lender by (ii) the aggregate Belgian Revolving Loan Exposure of all Lenders; provided, that if all of the Belgian Revolving Loans have been repaid in full and all Belgian Revolver Commitments have been terminated, but

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Belgian Letters of Credit remain outstanding, Pro Rata Share under this clause shall be determined as if the Belgian Revolver Commitments had not been terminated and based upon the Belgian Revolver Commitments as they existed immediately prior to their termination,
(h)with respect to a Lender's obligation to participate in the German Letters of Credit, with respect to such Lender's obligation to reimburse German Issuing Bank, and with respect to such Lender's right to receive payments of German Letter of Credit fees, and with respect to all other computations and other matters related to the German Letters of Credit, the percentage obtained by dividing (i) the German Revolving Loan Exposure of such Lender by (ii) the aggregate German Revolving Loan Exposure of all Lenders; provided, that if all of the German Revolving Loans have been repaid in full and all German Revolver Commitments have been terminated, but German Letters of Credit remain outstanding, Pro Rata Share under this clause shall be determined as if the German Revolver Commitments had not been terminated and based upon the German Revolver Commitments as they existed immediately prior to their termination, and
(i)with respect to all other matters and for all other matters as to a particular Lender (including the indemnification obligations arising under Section 15.8 of this Agreement), the Dollar Equivalent of the percentage obtained by dividing (i) the Revolving Loan Exposure of such Lender by (ii) the aggregate Revolving Loan Exposure of all Lenders, in any such case as the applicable percentage may be adjusted by assignments permitted pursuant to Section 13.1; provided, that if all of the Loans have been repaid in full, all Letters of Credit have been made the subject of Letter of Credit Collateralization, and all Commitments have been terminated, Pro Rata Share under this clause shall be determined as if the Revolving Loan Exposures had not been repaid, collateralized, or terminated and shall be based upon the Revolving Loan Exposures as they existed immediately prior to their repayment, collateralization, or termination.

"Protective Advances" means the US Protective Advances, the Canadian Protective Advances, the Belgian Protective Advances and/or the German Protective Advances, as the context requires.

"Public Lender" has the meaning specified therefor in Section 17.9(c) of this Agreement.

"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 specified therefor in Section 17.18 of this Agreement.

"Qualified Cash" means, as of any date of determination, the amount of unrestricted cash and Domestic Cash Equivalents of US Loan Parties that is in Deposit Accounts or in Securities Accounts, or any combination thereof, and which such Deposit Account or Securities Account is the subject of a Control Agreement and is maintained by a branch office of the bank or securities intermediary located within the United States.

"Qualified Equity Interest" means and refers to any Equity Interests issued by Worldwide (and not by one or more of its Subsidiaries) that is not a Disqualified Equity Interest.

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"Quebec Security Documents" means any hypothecs and all other security documents governed by the laws of the Province of Quebec, each in form and substance reasonably satisfactory to Agent, executed and delivered by each Loan Party having tangible Collateral or its registered office located in the Province of Quebec to the Agent.

"Real Property" means any estates or interests in real property now owned or hereafter acquired by any Borrower or one of its Loan Party Subsidiaries and the improvements thereto.

"Receivable Reserves" means, as of any date of determination, those reserves that Agent deems necessary or appropriate, in its Permitted Discretion and subject to Section 2.1(e), to establish and maintain (including reserves for rebates, discounts, warranty claims, and returns) with respect to the US Eligible Accounts, Canadian Eligible Accounts, Belgian Eligible Accounts, and/or the German Eligible Accounts.

"Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

"Reference Period" has the meaning set forth in the definition of EBITDA.

"Refinancing Indebtedness" means refinancings, renewals, or extensions of Indebtedness so long as:

(a)such refinancings, renewals, or extensions do not result in an increase in the principal amount of the Indebtedness so refinanced, renewed, or extended, other than by the amount of premiums paid thereon and the fees and expenses incurred in connection therewith and by the amount of unfunded commitments with respect thereto; provided, that, any refinancing, renewal or extension of the Notes Debt may result in an increase in the principal amount of such Indebtedness to the extent permitted under clause (p) of the definition of Permitted Indebtedness,
(b)such refinancings, renewals, or extensions do not result in a shortening of the average weighted maturity (measured as of the refinancing, renewal, or extension) of the Indebtedness so refinanced, renewed, or extended, nor are they on terms or conditions that, taken as a whole, are or could reasonably be expected to be materially adverse to the interests of the Lenders,
(c)if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms and conditions of the refinancing, renewal, or extension must include subordination terms and conditions that are at least as favorable to the Lender Group as those that were applicable to the refinanced, renewed, or extended Indebtedness, and
(d)the Indebtedness that is refinanced, renewed, or extended is not recourse to any Person that is liable on account of the Obligations other than those Persons which were obligated with respect to the Indebtedness that was refinanced, renewed, or extended.

"Register" has the meaning set forth in Section 13.1(h) of this Agreement.

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"Registered Loan" has the meaning set forth in Section 13.1(h) of this Agreement.

"Regulation" means Regulation (EU) 2015/848 of 20 May 2015 on insolvency proceedings (recast).

"Related Fund" means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course and that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.

"Relevant Governmental Body" means (a) the <Federal Reserve >Board <and/>of Governors or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the <Federal Reserve >Board <and/>of Governors or the Federal Reserve Bank of New York, or any successor thereto and (b) with respect to EURIBOR, the European Money Markets Institute or any successor thereto.

"Remedial Action" means all actions taken to (a) clean up, remove, remediate, contain, treat, monitor, assess, evaluate, or in any way address Hazardous Materials in the indoor or outdoor environment, (b) prevent or minimize a release or threatened release of Hazardous Materials so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment, (c) restore or reclaim natural resources or the environment, (d) perform any pre-remedial studies, investigations, or post-remedial operation and maintenance activities, or (e) conduct any other actions with respect to Hazardous Materials required by Environmental Laws.

"Replacement Lender" has the meaning specified therefor in Section 2.13(b) of this Agreement.

"Report" has the meaning specified therefor in Section 15.17 of this Agreement.

"Required Availability" means that the sum of (a) Excess Availability, plus (b) Qualified Cash exceeds $50,000,000.

"Required Lenders" means, at any time, Lenders having or holding more than 50% of the sum of the aggregate Dollar Equivalent of Revolving Loan Exposure of all Lenders; provided, that (i) the Revolving Loan Exposure of any Defaulting Lender shall be disregarded in the determination of the Required Lenders, and (ii) at any time there are 2 or more Lenders, "Required Lenders" must include at least 2 Lenders (who are not Affiliates of one another).

"Reserves" means, as of any date of determination, those reserves (other than Receivable Reserves, Bank Product Reserves, and Inventory Reserves) that Agent deems necessary or appropriate, in its Permitted Discretion and subject to Section 2.1(e), to establish and maintain (including reserves with respect to (a) sums that any Borrower or any Loan Party Subsidiary is required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay, (b) amounts owing by Borrowers or any Loan Party Subsidiary to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien), which Lien or trust, in the Permitted Discretion of Agent

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likely would have a priority superior to the Agent's Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, (c) to the extent such amounts are given priority under applicable law, any VAT or other sales tax invoiced but not paid to the relevant tax authority, (d) an amount of 9% of the aggregate value of the Accounts and Inventory of the German Borrower payable to a potential insolvency administrator, (e) the costs and expenses of any insolvency administrator or in connection with any other claims and liabilities that Agent determines will need to be satisfied in connection with any enforcement of the Collateral, and (f) amounts owed to the German Borrower’s and Belgian Borrower's payroll providers, including SD WORX GMBH and Attentia) with respect to the US Borrowing Base, Canadian Borrowing Base, Belgian Borrowing Base and/or German Borrowing Base.  Without limiting the foregoing, Agent may establish Canadian Priority Payables Reserves with respect to the Canadian Borrowing Base and/or the Canadian Maximum Revolver Amount.

"Resolution Authority" means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

"Restricted Payment" means to (a) declare or pay any dividend or make any other payment or distribution, directly or indirectly, on account of Equity Interests issued by Worldwide or any of its Subsidiaries (including any payment in connection with any merger, amalgamation or consolidation involving Worldwide) or to the direct or indirect holders of Equity Interests issued by Worldwide or any of its Subsidiaries in their capacity as such (other than dividends or distributions payable in Qualified Equity Interests issued by Worldwide or any of its Subsidiaries, or (b) purchase, redeem, make any sinking fund or similar payment, or otherwise acquire or retire for value (including in connection with any merger, amalgamation or consolidation involving Worldwide) any Equity Interests issued by Worldwide or any of its Subsidiaries, and (c) make any payment to retire, or to obtain the surrender of, any outstanding warrants, options, or other rights to acquire Equity Interests of Worldwide now or hereafter outstanding.

"Revaluation Date" means (a) with respect to any Revolving Loan denominated in Canadian Dollars or Euros, each of the following:  (i) each date of a Borrowing of such Revolving Loan, (ii) each date of a continuation of such Revolving Loan pursuant to Section 2.12, and (iii) such additional dates as Agent shall determine or the Required Lenders shall require, (b) with respect to any Letter of Credit denominated in Canadian Dollars or Euros, each of the following:  (i) each date of issuance of such Letter of Credit, (ii) each date of an amendment of such Letter of Credit having the effect of increasing the amount thereof, (iii) each date of any payment by an Issuing Bank under such Letter of Credit, and (iv) such additional dates as Agent or an Issuing Bank shall determine or the Required Lenders shall require, and (c) with respect to any other Obligations denominated in Canadian Dollars or Euros, each date as Agent shall determine unless otherwise prescribed in this Agreement or any other Loan Documents.

"Revolver Commitments" means the US Revolver Commitments, the Canadian Revolving Commitments, the Belgian Revolving Commitments and/or the German Revolving Commitments, as the context requires.

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"Revolver Usage" means the US Revolver Usage, the Canadian Revolver Usage, the Belgian Revolver Usage and/or the German Revolver Usage, as the context requires.

"Revolving Lender" means a Lender that has a Revolving Loan Commitment or that has an outstanding Revolving Loan.

"Revolving Loan Exposure" means the US Revolving Loan Exposure, the Canadian Revolving Loan Exposure, the Belgian Revolving Loan Exposure and/or the German Revolving Loan Exposure, as the context requires.

"Revolving Loans" means a US Revolving Loan, a Canadian Revolving Loan, a Belgian Revolving Loan and/or a German Revolving Loan, as the context requires.

"Sanctioned Entity" means (a) a country or territory or a government of a country or territory, (b) an agency of the government of a country or territory, (c) an organization directly or indirectly controlled by a country or territory or its government, or (d) a Person resident in or determined to be resident in a country or territory, in each case of clauses (a) through (d) that is a target of Sanctions, including a target of any country sanctions program administered and enforced by OFAC.

"Sanctioned Person" means, at any time (a) any Person named on the list of Specially Designated Nationals and Blocked Persons maintained by OFAC, OFAC's consolidated Non-SDN list or any other Sanctions-related list maintained by any Governmental Authority, (b) a Person or legal entity that is a target of Sanctions, (c) any Person operating, organized or resident in a Sanctioned Entity, or (d) any Person directly or indirectly owned or controlled (individually or in the aggregate) by or acting on behalf of any such Person or Persons described in clauses (a) through (c) above.

"Sanctions" means individually and collectively, respectively, any and all economic sanctions, trade sanctions, financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes anti-terrorism laws and other sanctions laws, regulations or embargoes, including those imposed, administered or enforced from time to time by:  (a) the United States of America, including those administered by OFAC, the U.S. Department of State, the U.S. Department of Commerce, or through any existing or future executive order, (b) the United Nations Security Council, (c) the Government of Canada, (d) the European Union or any European Union member state, (e) Her Majesty's Treasury of the United Kingdom, or (f) any other Governmental Authority with jurisdiction over any member of Lender Group or any Loan Party or any of their respective Subsidiaries or Affiliates.

"S&P" has the meaning specified therefor in the definition of Domestic Cash Equivalents.

"SEC" means the United States Securities and Exchange Commission and any successor thereto.

"Securities Account" means a securities account (as that term is defined in the Code).

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

"Settlement" has the meaning specified therefor in Section 2.3(e)(i) of this Agreement.

"Settlement Date" has the meaning specified therefor in Section 2.3(e)(i) of this Agreement.

"SOFR" <with respect to any day means>means a rate equal to the secured overnight financing rate <published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York's Website>as administered by the SOFR Administrator.

"SOFR Administrator" means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

"SOFR Loan" means each portion of a Revolving Loan that bears interest at a rate determined by reference to Adjusted Term SOFR (other than pursuant to clause (c) of the definition of "Base Rate").

"Solvent" means, with respect to any Person as of any date of determination, that (a) at fair valuations, the sum of such Person's debts (including contingent liabilities) is less than all of such Person's assets, (b) such Person is not engaged or about to engage in a business or transaction for which the remaining assets of such Person are unreasonably small in relation to the business or transaction or for which the property remaining with such Person is an unreasonably small capital, and (c) such Person has not incurred and does not intend to incur, or reasonably believe that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise), and (d) such Person is "solvent" or not "insolvent" or an "insolvent person", as applicable within the meaning given those terms and similar terms under applicable laws relating to fraudulent transfers and conveyances or insolvency.  For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

"Specified Transaction" means any Permitted Acquisition, Permitted Investment, Permitted Intercompany Advance, permitted Restricted Payment or permitted prepayment of Indebtedness with respect to which the Payment Conditions are required to be satisfied as a condition to the making or consummation of such Permitted Acquisition, Permitted Investment, Permitted Intercompany Advance, permitted Restricted Payment or permitted prepayment of Indebtedness.

"Spot Rate" means, for a currency, the rate determined by Agent to be the rate quoted by Wells Fargo acting in such capacity as the spot rate for the purchase by Wells Fargo of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. (New York time) on the date two Business Days prior to the date as of

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which the foreign exchange computation is made; provided, that Agent may obtain such spot rate from another financial institution designated by Agent if Wells Fargo acting in such capacity does not have as of the date of determination a spot buying rate for any such currency.

"STA" means the Securities Transfer Act, 2006 (Ontario) or to the extent applicable, comparable legislation in other Canadian provinces.

"Standard Letter of Credit Practice" means, for Issuing Bank or Canadian Underlying Issuer, any domestic or foreign law or letter of credit practices applicable in the city in which Issuing Bank or Canadian Underlying Issuer issued the applicable Letter of Credit or, for its branch or correspondent, such laws and practices applicable in the city in which it has advised, confirmed or negotiated such Letter of Credit, as the case may be, in each case, (a) which letter of credit practices are of banks that regularly issue letters of credit in the particular city, and (b) which laws or letter of credit practices are required or permitted under ISP or UCP, as chosen in the applicable Letter of Credit.

"Subsidiary" of a Person means a corporation, partnership, limited liability company, unlimited liability company or other entity in which that Person directly or indirectly owns or controls the Equity Interests having ordinary voting power to elect a majority of the Board of Directors of such corporation, partnership, limited liability company, or other entity.

"Supported QFC" has the meaning specified therefor in Section 17.18 of this Agreement.

"Swing Lender" means Wells Fargo or any other Lender that, at the request of Borrowers and with the consent of Agent agrees, in such Lender's sole discretion, to become the Swing Lender under Section 2.3(b) of this Agreement.

"Supermajority Lenders" means, at any time, Lenders having or holding more than 66 2/3% of the sum of the aggregate Dollar Equivalent of Revolving Loan Exposure of all Lenders; provided, that (i) the Revolving Loan Exposure of any Defaulting Lender shall be disregarded in the determination of the Supermajority Lenders, and (ii) at any time there are 2 or more Lenders, "Supermajority Lenders" must include at least 2 Lenders (who are not Affiliates of one another).

"Swap Obligation" means, with respect to any Loan Party, 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.

"Swing Lender" means the US Swing Lender, the Canadian Swing Lender, the Belgian Swing Lender and/or the German Swing Lender, as the context requires.

"Swing Loan" means the US Swing Loan, the Canadian Swing Loan, the Belgian Swing Loan and/or the German Swing Loan, as the context requires.

"Swing Loan Exposure" means the US Swing Loan Exposure, the Canadian Swing Loan Exposure, the Belgian Swing Loan Exposure and/or the German Swing Loan Exposure, as the context requires.

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"Tall Pines" means Tall Pines Insurance Company, a Vermont corporation.

"TARGET Day" means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system is open for the settlement of payments denominated in Euros.

"Taxes" means any taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein, and all interest, penalties or similar liabilities with respect thereto.

"Tax Lender" has the meaning specified therefor in Section 14.1.2(a) of this Agreement.

"Termination Event" means (a) a "Reportable Event" described in Section 4043 of ERISA for which the notice requirement has not been waived by the PBGC, (b) the withdrawal of any Loan Party or any ERISA Affiliate from a Pension Plan during a plan year in which it was a "substantial employer" as defined in Section 4001(a)(2) of ERISA, (c) the termination of a Pension Plan, the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination, under Section 4041 of ERISA, if the plan assets are not sufficient to pay all plan liabilities, (d) the institution of proceedings to terminate, or the appointment of a trustee with respect to, any Pension Plan by the PBGC, (e) any other event or condition which would constitute grounds under Section 4042(a) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, (f) the imposition of a Lien pursuant to Section 412 or 430 of the IRC or Section 302 or 4068 of ERISA, (g) the partial or complete withdrawal of any Loan Party or any ERISA Affiliate from a Multiemployer Plan (other than any complete withdrawal that would not constitute an Event of Default under Section 8.12), (h) any event or condition which results in the reorganization or insolvency of a Multiemployer Plan under Sections 4241 or 4245 of ERISA, (i) any event or condition which results in the termination of a Multiemployer Plan under Section 4041A of ERISA or the institution by the PBGC of proceedings to terminate or to appoint a trustee to administer a Multiemployer Plan under Section 4042 of ERISA, (j) any Pension Plan being in "at risk status" within the meaning of IRC Section 430(i), (k) any Multiemployer Plan being in "endangered status" or "critical status" within the meaning of IRC Section 432(b), (l) with respect to any Pension Plan, any Loan Party or any ERISA Affiliate incurring a substantial cessation of operations within the meaning of ERISA Section 4062(e); or (m) any event that causes any Loan Party or any of their ERISA Affiliates to incur liability under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 4971 or 4975 of the IRC.

"Term SOFR" means,

(a)for any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the "Periodic Term SOFR Determination Day") that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published

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by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and
(b)for any calculation with respect to a Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the "Base Rate Term SOFR Determination Day") that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Base Rate Term SOFR Determination Day.

"Term SOFR Adjustment" means a percentage equal to 0.10% per annum.

"Term SOFR Administrator" means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by Agent in its reasonable discretion).

"Term SOFR Reference Rate" means the forward-looking term rate based on SOFR< that has been selected or recommended by the Relevant Governmental Body>.

"Tier 1 Jurisdiction" means the United States, Canada, Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Israel, Japan, Luxembourg, New Zealand, the Netherlands, Norway, Singapore Sweden and Switzerland.

"Tier 2 Jurisdiction" means the British Virgin Islands, Cayman Islands, Cyprus, Italy, Malaysia, Mexico, Poland, Portugal, Spain and Taiwan.

"Transaction Costs" means all transaction fees, charges, premiums and other amounts related to the transactions contemplated hereby to occur on the Closing Date and any Permitted Acquisitions (including, without limitation, any financing fees, merger and acquisition fees, call premiums, legal fees and expenses, due diligence fees or any other fees and expenses in connection therewith), in each case to the extent paid within six (6) months of the date of this Agreement or such Permitted Acquisition, as applicable, and approved by the Agent in its reasonable discretion.

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"UCP" means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits 2007 Revision, International Chamber of Commerce Publication No. 600 and any version or revision thereof accepted by Issuing Bank for use.

"United States" means the United States of America.

"Unused Line Fee" has the meaning specified therefor in Section 2.10(b) of this Agreement.

"UK Financial Institution" means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form 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.

"UK Resolution Authority" means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

"US Availability" means, as of any date of determination, the amount that US Borrowers are entitled to borrow as US Revolving Loans under Section 2.1 of this Agreement (after giving effect to the then outstanding US Revolver Usage).

"US Bank Product" means any one or more of the following financial products or accommodations extended to a Loan Party (other than a Canadian Loan Party, Belgian Loan Party or German Borrower) by a Bank Product Provider:  (a) credit cards (including commercial cards (including so-called "purchase cards", "procurement cards" or "p-cards")), (b) payment card processing services, (c) debit cards, (d) stored value cards, (e) Cash Management Services, or (f) transactions under Hedge Agreements.

"US Bank Product Agreements" means those agreements entered into from time to time by a Loan Party (other than a Canadian Loan Party, Belgian Loan Party or German Borrower) with a Bank Product Provider in connection with the obtaining of any of the US Bank Products.

"US Bank Product Obligations" means (a) all obligations, liabilities, reimbursement obligations, fees, or expenses owing by Administrative Borrower or the Loan Party Subsidiaries (other than a Canadian Loan Party, Belgian Loan Party or German Borrower) to any Bank Product Provider pursuant to or evidenced by a US Bank Product Agreement and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, (b) all US Hedge Obligations, and (c) all amounts that Agent or any Lender is obligated to pay to a Bank Product Provider as a result of Agent or such Lender purchasing participations from, or executing guarantees or indemnities or reimbursement obligations to, a Bank Product Provider with respect to the US Bank Products provided by such Bank Product Provider to Administrative Borrower or its Subsidiaries (other than a Canadian Loan Party, Belgian Loan Party or German Borrower).

"US Bank Product Reserves" means, as of any date of determination, those reserves that Agent in its Permitted Discretion deems necessary or appropriate to establish (based upon the

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Bank Product Providers' determination of the liabilities and obligations of Loan Parties (other than any Canadian Loan Party, Belgian Loan Party or German Borrower) in respect of US Bank Product Obligations) in respect of US Bank Products then provided or outstanding.

"US Base Rate" means, for any day, the greatest of (a)  the Federal Funds Rate in effect on such day plus ½%, (b) <the US LIBOR Rate (which rate shall be calculated based upon an Interest Period of one month and shall be determined on a daily basis), plus one percentage point>Term SOFR for a one month tenor in effect on such day, plus 1%, provided that this clause (b) shall not be applicable during any period in which Term SOFR is unavailable or unascertainable, and (c) the rate of interest announced, from time to time, within Wells Fargo at its principal office in San Francisco as its "prime rate" in effect on such day, with the understanding that the "prime rate" is one of Wells Fargo's base rates (not necessarily the lowest of such rates) and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto and is evidenced by the recording thereof after its announcement in such internal publications as Wells Fargo may designate (and, if any such announced rate is <below>less than zero, then the rate determined pursuant to this clause (<d>c) shall be deemed to be zero).

"US Borrowers" shall have the meaning specified therefor in the preamble to this Agreement.

"US Borrowing" means a borrowing consisting of US Revolving Loans made on the same day by the Lenders (or Agent on behalf thereof), or by US Swing Lender in the case of a US Swing Loan, or by Agent in the case of an US Extraordinary Advance.

"US Borrowing Base" means, as of any date of determination, the result of:

(a)85% of the amount of US Eligible Accounts, less the amount, if any, of the US Dilution Reserve, plus
(b)the lesser of (A) the product of 75% multiplied by the value (calculated at the lower of cost or market on a basis consistent with Borrowers' historical accounting practices) of US Eligible Inventory at such time, and (B) the product of 85% multiplied by the Net Recovery Percentage identified in the most recent Acceptable Appraisal of Inventory multiplied by the value (calculated at the lower of cost or market on a basis consistent with the Borrowers' historical accounting practices) of US Eligible Inventory (such determination may be made as to different categories of US Eligible Inventory based upon the Net Recovery Percentage applicable to such categories) at such time, plus
(c)the lesser of (A) the product of 75% multiplied by the value (calculated at the lower of cost or market on a basis consistent with Borrowers' historical accounting practices) of US Eligible Raw Materials Inventory at such time, and (B) the product of 85% multiplied by the Net Recovery Percentage identified in the most recent Acceptable Appraisal of Inventory multiplied by the value (calculated at the lower of cost or market on a basis consistent with Borrowers' historical accounting practices) of US Eligible Raw Materials Inventory (such determination may be made as to different categories of US Eligible Raw Materials Inventory based upon the Net Recovery Percentage applicable to such categories) at such time, minus

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(d)the aggregate amount of reserves, if any, established by Agent under Section 2.1(e) of this Agreement.

"US Designated Account" means the US Deposit Account of Administrative Borrower identified on Schedule D-1 to this Agreement (or such other Deposit Account of Administrative Borrower located at US Designated Account Bank that has been designated as such, in writing, by Administrative Borrower to Agent).

"US Designated Account Bank" has the meaning specified therefor in Schedule D-2 to this Agreement (or such other bank that is located within the United States that has been designated as such, in writing, by Administrative Borrower to Agent).

"US Dilution" means, as of any date of determination, a percentage, based upon the experience of the immediately prior 12 months, that is the result of dividing the Dollar amount of (a) bad debt write-downs, discounts (other than customary early payment discounts), advertising allowances, credits, or other dilutive items with respect to US Borrowers' Accounts during such period, by (b) US Borrowers' billings with respect to Accounts during such period.

"US Dilution Reserve" means, as of any date of determination, an amount sufficient to reduce the advance rate against US Eligible Accounts by 1 percentage point for each percentage point by which US Dilution is in excess of 5%.

"US Eligible Accounts" means those Accounts created by a US Borrower in the ordinary course of its business, that arise out of such US Borrower's sale of goods or rendition of services, that comply with each of the representations and warranties respecting US Eligible Accounts made in the Loan Documents, and that are not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided, that such criteria may be revised from time to time by Agent in Agent's Permitted Discretion to address the results of any field examination performed by (or on behalf of) Agent from time to time after the Closing Date.  In determining the amount to be included, US Eligible Accounts shall be calculated net of customer deposits, unapplied cash, taxes, discounts, credits, allowances, and rebates.  US Eligible Accounts shall not include the following:

(a)(i) Accounts that the Account Debtor has failed to pay within 120 days of original invoice date or 60 days of due date or (ii) Accounts with selling terms of more than 120 days,
(b)Accounts 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 (a) above,
(c)Accounts with respect to which the Account Debtor is an Affiliate of any US Borrower or an employee or agent of any US Borrower or any Affiliate of any US Borrower,
(d)Accounts arising in a transaction wherein 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,

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(e)Accounts that are not payable in Dollars,
(f)Accounts with respect to which the Account Debtor either (i) does not maintain its chief executive office in the United States, or (ii) is not organized under the laws of the United States or any state thereof, or (iii) is the government of any country or sovereign state other than Canada or the United States, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof, unless (A) the Account is supported by an irrevocable letter of credit reasonably satisfactory to Agent (as to form, substance, and issuer or domestic confirming bank) that has been delivered to Agent and is directly drawable by Agent, or (B) the Account is covered by credit insurance in form, substance, and amount, and by an insurer, reasonably satisfactory to Agent,
(g)Accounts with respect to which the Account Debtor is either (i) the United States or any department, agency, or instrumentality of the United States (exclusive, however, of Accounts with respect to which US 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,
(h)Accounts with respect to which the Account Debtor is a creditor of a US Borrower, has or has asserted a right of recoupment or setoff, or has disputed its obligation to pay all or any portion of the Account, to the extent of such claim, right of recoupment or setoff, or dispute,
(i)Accounts with respect to an Account Debtor whose total obligations owing to Borrowers exceed 15% (such percentage, as applied to a particular Account Debtor, being subject to reduction by Agent in its Permitted Discretion if the creditworthiness of such Account Debtor deteriorates) of all Eligible Accounts (or, if the Account Debtor is Behr, 60% of all US Eligible Accounts and Canadian 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 US Eligible Accounts that are excluded because they exceed the foregoing percentage shall be determined by Agent based on all of the otherwise US Eligible Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit,
(j)Accounts with respect to which the Account Debtor is subject to an Insolvency Proceeding, is not Solvent, has gone out of business, or as to which any US Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,
(k)Accounts, the collection of which, Agent, in its Permitted Discretion, believes to be doubtful because of uncertainty about the creditworthiness of the Account Debtor or because Agent in its Permitted Discretion otherwise considers the collateral value to be impaired,
(l)Accounts that are not subject to a valid and perfected first priority Agent's Lien,
(m)Accounts with respect to which (i) the goods giving rise to such Account have not been shipped and billed to the Account Debtor, or (ii) the services giving rise to such Account have not been performed and billed to the Account Debtor,

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(n)Accounts with respect to which the Account Debtor is a Sanctioned Person or Sanctioned Entity,
(o)Accounts that represent the right to receive progress payments or other advance billings that are due prior to the completion of performance by the applicable US Borrower of the subject contract for goods or services, or
(p)Accounts owned by a target acquired in connection with a Permitted Acquisition, until the completion of an appraisal and field examination with respect to such target, in each case, reasonably satisfactory to Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition).

"US Eligible Finished Goods Inventory" shall mean Inventory that qualifies as US Eligible Inventory and consists of first quality finished goods held for sale in the ordinary course of US Borrowers' business.

"US Eligible Inventory" means Inventory of a US Borrower, that complies with each of the representations and warranties respecting US Eligible Inventory made in the Loan Documents, and that is not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided, that such criteria may be revised from time to time by Agent in Agent's Permitted Discretion to address the results of any field examination or appraisal performed by Agent from time to time after the Closing Date.  In determining the amount to be so included, Inventory shall be valued at the lower of cost or market on a basis consistent with US Borrowers' historical accounting practices.  An item of Inventory shall not be included in US Eligible Inventory if:

(a)a US Borrower does not have good, valid, and marketable title thereto,
(b)a US Borrower does not have actual and exclusive possession thereof (either directly or through a bailee or agent of a US Borrower),
(c)it is not located at one of the locations in the continental United States or other countries acceptable to Agent set forth on Schedule 4.25 to this Agreement (as such Schedule 4.25 may be amended from time to time in accordance with Section 5.14) (or in-transit from one such location to another such location),
(d)it is in-transit to or from a location of a US Borrower (other than in-transit from one location set forth on Schedule 4.25 to this Agreement to another location set forth on Schedule 4.25 to this Agreement),
(e)it is located on real property leased by a US Borrower or in a contract warehouse, in each case, unless (x) it is subject to a Collateral Access Agreement executed by the lessor or warehouseman, as the case may be, or (y) Agent has established a Landlord Reserve with respect to such location and, in either case, unless it is segregated or otherwise separately identifiable from goods of others, if any, stored on the premises (provided that US Borrowers shall have ninety (90) days from the Closing Date to obtain Collateral Access Agreements prior to any such Reserve being established),

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(f)it is the subject of a bill of lading or other document of title,
(g)it is not subject to a valid and perfected first priority Agent's Lien,
(h)it consists of goods returned or rejected by a US Borrower's customers,
(i)it consists of goods that are obsolete or slow moving, restrictive or custom items, work-in-process, raw materials, or goods that constitute spare parts, packaging and shipping materials, supplies used or consumed in US Borrowers' business, bill and hold goods, defective goods, "seconds," or Inventory acquired on consignment,
(j)it is subject to third party trademark, licensing or other proprietary rights, unless Agent is satisfied that such Inventory can be freely sold by Agent on and after the occurrence of an Event of a Default despite such third party rights, or
(k)it was acquired in connection with a Permitted Acquisition, until the completion of an appraisal and field examination of such Inventory, in each case, reasonably satisfactory to Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition).

"US Eligible Raw Material Inventory" shall mean Inventory that qualifies as US Eligible Inventory and consists of goods that are first quality raw materials.

"US Extraordinary Advances" has the meaning specified therefor in Section 2.3(d)(iii) of this Agreement.

"U.S. Government Securities Business Day" means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association, or any successor thereto, recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities; provided, that for purposes of notice requirements in Sections 2.3(a), 2.3(c) and 2.12(b), in each case, such day is also a Business Day.

"US Guarantor" means (a) US Borrowers and (b) each Subsidiary of a US Borrower organized under the laws of a State of the United States or the District of Columbia that is or becomes a guarantor of all or a part of the US Obligations.

"US Guaranty and Security Agreement" means a guaranty and security agreement, dated as of even date with this Agreement, in form and substance reasonably satisfactory to Agent, executed and delivered by each of the US Borrowers and each of the US Guarantors to Agent.

"US Hedge Obligations" means any and all obligations or liabilities, whether absolute or contingent, due or to become due, now existing or hereafter arising, of Borrowers or their Subsidiaries (other than any Canadian Loan Party, Belgian Loan Party or German Borrower) arising under, owing pursuant to, or existing in respect of Hedge Agreements entered into with one or more of the Hedge Providers.

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"US Issuing Bank" means Wells Fargo or any other Lender that, at the request of Borrowers and with the consent of Agent, agrees, in such Lender's sole discretion, to become a US Issuing Bank for the purpose of issuing US Letters of Credit pursuant to Section 2.11A of this Agreement, and US Issuing Bank shall be a Lender.

"US Letter of Credit" means a letter of credit (as that term is defined in the Code) issued for the account of a US Borrower pursuant to the terms of this Agreement by US Issuing Bank.

"US Letter of Credit Disbursement" means a payment made by US Issuing Bank pursuant to a US Letter of Credit.

"US Letter of Credit Exposure" means, as of any date of determination with respect to any Lender, such Lender's participation in the US Letter of Credit Usage pursuant to Section 2.11A(e) on such date.

"US Letter of Credit Fee" has the meaning specified therefor in Section 2.6(b) of this Agreement.

"US Letter of Credit Indemnified Costs" has the meaning specified therefor in Section 2.11A(f) of this Agreement.

"US Letter of Credit Related Person" has the meaning specified therefor in Section 2.11A(f) of this Agreement.

"US Letter of Credit Sublimit" means $50,000,000 less Canadian Letter of Credit Usage.

"US Letter of Credit Usage" means, as of any date of determination, the sum of (a) the aggregate undrawn amount of all outstanding US Letters of Credit, plus (b) the aggregate amount of outstanding reimbursement obligations with respect to US Letters of Credit which remain unreimbursed or which have not been paid through a US Revolving Loan.

<"US LIBOR Rate" means the greater of (a) 0.25% per annum, and (b) the rate per annum as published by ICE Benchmark Administration Limited (or any successor page or other commercially available source as the Agent may designate from time to time) as of 11:00 a.m., London time, two Business Days prior to the commencement of the requested Interest Period, for a term, and in an amount, comparable to the Interest Period and the amount of the LIBOR Rate Loan requested (whether as an initial LIBOR Rate Loan or as a continuation of a LIBOR Rate Loan or as a conversion of a Base Rate Loan to a LIBOR Rate Loan) by Borrowers in accordance with this Agreement (and, if any such published rate is below zero, then the LIBOR Rate shall be deemed to be zero).  Each determination of the LIBOR Rate shall be made by the Agent and shall be conclusive in the absence of manifest error.>

"US Loan Account" has the meaning specified therefor in Section 2.9 of this Agreement.

"US Loan Party" means any US Borrower or any US Guarantor.

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"US Maximum Revolver Amount" means $225,000,000 increased, as provided in Section 2.14 and decreased by the amount of reductions in the US Revolver Commitments made in accordance with Section 2.4(c) of this Agreement.

"US Obligations" means (a) all loans (including the US Revolving Loans (inclusive of US Extraordinary Advances and US Swing Loans)), debts, principal, interest (including any interest that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), reimbursement or indemnification obligations with respect to US Letters of Credit (irrespective of whether contingent), premiums, liabilities (including all amounts charged to the US Loan Account pursuant to this Agreement), obligations (including indemnification obligations) of any US Loan Party, fees (including the fees provided for in the Fee Letter) of any US Loan Party, Lender Group Expenses (including any fees or expenses that accrue after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding) of any US Loan Party, guaranties of any US Loan Party, and all covenants and duties of any other kind and description owing by any US Loan Party, in each of the foregoing cases, arising out of, under, pursuant to, in connection with, or evidenced by this Agreement or any of the other Loan Documents and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all interest not paid when due and all other expenses or other amounts that any US Loan Party is required to pay or reimburse by the Loan Documents or by law or otherwise in connection with the Loan Documents, and (b) all US Bank Product Obligations; provided that, anything to the contrary contained in the foregoing notwithstanding, the US Obligations shall exclude any Excluded Swap Obligation.  Without limiting the generality of the foregoing, the US Obligations under the Loan Documents include the obligation to pay (i) the principal of the US Revolving Loans, (ii) interest accrued on the US Revolving Loans, (iii) the amount necessary to reimburse US Issuing Bank for amounts paid or payable pursuant to US Letters of Credit, (iv)  Letter of Credit commissions, fees (including fronting fees) and charges, in each case, in respect of any US Letter of Credit, (v) Lender Group Expenses, (vi) fees payable by any US Loan Party under this Agreement or any of the other Loan Documents, and (vii) indemnities and other amounts payable by any US Loan Party under any Loan Document.  Any reference in this Agreement or in the Loan Documents to the US Obligations shall include all or any portion thereof and any extensions, modifications, renewals, or alterations thereof, both prior and subsequent to any Insolvency Proceeding.

"US Overadvance" means, as of any date of determination, that the US Revolver Usage is greater than any of the limitations set forth in Section 2.1 or Section 2.11A.

"US Protective Advances" has the meaning specified therefor in Section 2.3(d)(i) of this Agreement.

"US Revolver Commitment" means, with respect to each Revolving Lender, its US Revolver Commitment, and, with respect to all Revolving Lenders, their US Revolver Commitments, in each case as set forth beside such Revolving Lender's name under the applicable heading on Schedule C-1 to this Agreement or in the Assignment and Acceptance pursuant to which such Revolving Lender became a Revolving Lender under this Agreement, as such amounts

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may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section 13.1 of this Agreement.

"US Revolver Usage" means, as of any date of determination, the sum of (a) the amount of outstanding US Revolving Loans (inclusive of US Swing Loans and US Protective Advances), plus (b) the amount of the US Letter of Credit Usage.

"US Revolving Loan Exposure" means, with respect to any Revolving Lender, as of any date of determination (a) prior to the termination of the US Revolver Commitments, the amount of such Lender's US Revolver Commitment, and (b) after the termination of the US Revolver Commitments, the aggregate outstanding principal amount of the US Revolving Loans of such Lender.

"US Revolving Loans" has the meaning specified therefor in Section 2.1(a) of this Agreement.

"U.S. Special Resolution Regimes" has the meaning specified therefor in Section 17.18 of this Agreement.

"US Swing Lender" means Wells Fargo or any other Lender that, at the request of US Administrative Borrower and with the consent of Agent agrees, in such Lender's sole discretion, to become the US Swing Lender under Section 2.3(b) of this Agreement.

"US Swing Loan" has the meaning specified therefor in Section 2.3(b) of this Agreement.

"US Swing Loan Exposure" means, as of any date of determination with respect to any Lender, such Lender's Pro Rata Share of the US Swing Loans on such date.

"US Unused Line Fee" has the meaning specified therefor in Section 2.10(b) of this Agreement.

"VAT" means (a) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and (b) any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.

"Voidable Transfer" has the meaning specified therefor in Section 17.8 of this Agreement.

"Weekly Reporting Event" means if at any time the Dollar Equivalent of Excess Availability is less than the greater of (a) 15% of the Line Cap, and (b) $30,000,000.

"Weekly Reporting Period" means the period commencing after the continuance of a Weekly Reporting Event for 3 consecutive Business Days and continuing until the date when no Weekly Reporting Event has occurred for 30 consecutive days.

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"Wells Fargo" means Wells Fargo Bank, National Association, a national banking association.

"Wells Fargo London" means Wells Fargo Bank, National Association, London Branch.

"WF Canada" means Wells Fargo Capital Finance Corporation Canada.

"Withdrawal Liability" means liability with respect to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

"Write-Down and Conversion Powers" means (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom,  any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution  or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

14.2.Accounting Terms.  All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Administrative Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments (without the requirement to pay any amendment fee) to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders and the Administrative Borrower, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred.  When used herein, the term "financial statements" shall include the notes and schedules thereto.  Whenever the term "Borrowers" is used in respect of a financial covenant or a related definition, it shall be understood to mean the Loan Parties and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise.  Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards Board's Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term "unqualified opinion" as used herein to refer

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to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

14.3.Code; PPSA.  Any terms used in this Agreement that are defined in (a) the Code shall be construed and defined as set forth in the Code unless otherwise defined herein; provided, however, that to the extent that the Code is used to define any term herein and such term is defined differently in different Articles of the Code, the definition of such term contained in Article 9 of the Code shall govern and (b) the PPSA shall be construed and defined as set forth in the PPSA unless otherwise defined herein when used in relation to the Collateral subject to the PPSA. Notwithstanding the foregoing, and where the context so requires, (i) any term defined in this Agreement by reference to the "Code", the "UCC" or the "Uniform Commercial Code" shall also have any extended, alternative or analogous meaning given to such term in applicable Canadian personal property security and other laws (including, without limitation, the PPSA, the Bills of Exchange Act (Canada) and the Depository Bills and Notes Act (Canada)), in all cases for the extension, preservation or betterment of the security and rights of the Collateral, (ii) all references in this Agreement to "Article 8" shall be deemed to refer also to applicable Canadian securities transfer laws (including, without limitation, the STA, (iii) all references in this Agreement to a financing statement, continuation statement, amendment or termination statement shall be deemed to refer also to the analogous documents used under the PPSA, (iv) all references to the United States of America, or to any subdivision, department, agency or instrumentality thereof shall be deemed to refer also to Canada, or to any subdivision, department, agency or instrumentality thereof, and (v) all references to federal or state securities law of the United States shall be deemed to refer also to analogous federal (where applicable) and provincial securities laws in Canada.
14.4.Construction.  Unless the context of this Agreement or any other Loan Document clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms "includes" and  "including" are not limiting, and the term "or" has, except where otherwise indicated, the inclusive meaning represented by the phrase "and/or."  The words "hereof," "herein," "hereby," "hereunder," and similar terms in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document, as the case may be, as a whole and not to any particular provision of this Agreement or such other Loan Document, as the case may be.  Unless the context of this Agreement or any other Loan Document clearly requires otherwise, references to "law" means all international, foreign, federal, state, provincial and local statutes, treaties, rules, guidelines, regulations, by-laws, ordinances, decrees, codes and administrative or judicial or arbitral or administrative or ministerial or departmental or regulatory precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case, whether or not having the force of law.  Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified.  Any reference in this Agreement or in any other Loan Document to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any

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restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein).  The words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties.  All references to "province" or like terms shall include "territory" and like terms.  Any reference herein or in any other Loan Document to the satisfaction, repayment, or payment in full of the Obligations shall mean (a) the payment or repayment in full in immediately available funds in the Applicable Currency of (i) the principal amount of, and interest accrued and unpaid with respect to, all outstanding US Revolving Loans, Canadian Revolving Loans, Belgian Revolving Loans and German Revolving Loans, together with the payment of any premium applicable to the repayment of the Loans, (ii) all Lender Group Expenses that have accrued and are unpaid regardless of whether demand has been made therefor, (iii) all fees or charges that have accrued hereunder or under any other Loan Document (including the Letter of Credit Fee and the Unused Line Fees) and are unpaid, (b) in the case of contingent reimbursement obligations with respect to US Letters of Credit, Canadian Letters of Credit, Belgian Letters of Credit and German Letters of Credit, providing Letter of Credit Collateralization, (c) in the case of obligations with respect to US Bank Products, Canadian Bank Products, Belgian Bank Products and German Bank Products (other than Hedge Providers), providing Bank Product Collateralization, (d) the receipt by Agent of cash collateral in the Applicable Currency in order to secure any other contingent Obligations for which a claim or demand for payment has been made on or prior to such time or in respect of matters or circumstances known to Agent or a Lender at such time that are reasonably expected to result in any loss, cost, damage, or expense (including reasonable attorneys' fees and legal expenses), such cash collateral to be in such amount as Agent reasonably determines is appropriate to secure such contingent Obligations, (e) the payment or repayment in full in immediately available funds in the Applicable Currency of all other outstanding Obligations (including the payment of any termination amount then applicable (or which would or could become applicable as a result of the repayment of the other Obligations) under Hedge Agreements provided by Hedge Providers) other than (i) unasserted contingent indemnification Obligations, (ii) any Bank Product Obligations (other than Hedge Obligations) that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding without being required to be repaid or cash collateralized, and (iii) any Hedge Obligations that, at such time, are allowed by the applicable Hedge Provider to remain outstanding without being required to be repaid, and (f) the termination of all of the Commitments of the Lenders.  Any reference herein to any Person shall be construed to include such Person's successors and assigns.  Any requirement of a writing contained herein or in any other Loan Document shall be satisfied by the transmission of a Record.

14.5.Time References.  Unless the context of this Agreement or any other Loan Document clearly requires otherwise, all references to time of day refer to Pacific standard time or Pacific daylight saving time, as in effect in Los Angeles, California on such day.  For purposes of the computation of a period of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each means "to and including"; provided that, with respect to a computation of fees or interest payable to Agent or any Lender, such period shall in any event consist of at least one full day (except with respect to amounts charged to the Loan Account and repaid on the same day).
14.6.Schedules and Exhibits.  All of the schedules and exhibits attached to this Agreement shall be deemed incorporated herein by reference.

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14.7.Divisions.  For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction's laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.
14.8.Exchange Rates; Currency Equivalents; Applicable Currency.
(a)For purposes of this Agreement and the other Loan Documents, the Dollar Equivalent of any Revolving Loans, Letters of Credit, other Obligations and other references to amounts denominated in a currency other than Dollars shall be determined in accordance with the terms of this Agreement.  Such Dollar Equivalent shall become effective as of such Revaluation Date for such Revolving Loans, Letters of Credit and other Obligations and shall be the Dollar Equivalent employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur for such Revolving Loans, Letters of Credit and other Obligations.  Except as otherwise expressly provided herein, the applicable amount of any currency for purposes of the Loan Documents (including for purposes of financial statements and all calculations in connection with the covenants, including the financial covenants) shall be the Dollar Equivalent thereof.
(b)Wherever in this Agreement and the other Loan Documents in connection with a borrowing, conversion, continuation or prepayment of a Revolving Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Revolving Loan or Letter of Credit is denominated in Canadian Dollars or Euros, such amount shall be the relevant Canadian Dollar Equivalent or Euro Equivalent, as applicable, of such Dollar amount (rounded to the nearest Canadian Dollars or Euros, as applicable, with 0.5 of a unit being rounded upward).
14.9.Belgian Terms.  In this Agreement, where it relates to a Belgian Borrower, a reference to:
(a)"Insolvency Proceeding" shall include:
(i)the appointment of a curator / curateur, vereffenaar / liquidateur, voorlopig bewindvoerder / administrateur provisoire, commissaris inzake opschorting / commissaire au sursis, mandataris ad hoc / mandataire ad hoc, gerechtsmandataris / mandataire de justice, gerechtelijke deskundige / expert judiciaire, ondernemingsbemiddelaar / médiateur d'entreprise and an insolventiefunctionaris / praticien de l'insolvabilité, as applicable;
(ii)such Belgian Borrower being unable to pay its debts or being in a state of cessation of payments (staking van betaling / cessation de paiements);
(iii)gerechtelijke reorganisatie / réorganisation judiciaire, minnelijk akkoord met schuldeisers / accord amiable avec des créanciers, collectief akkoord / accord collectif, faillissement / faillite and any other concurrence between creditors (samenloop van schuldeisers / concours des créanciers);

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(iv)a vereffening / liquidation, ontbinding / dissolution and sluiting van een onderneming / fermeture d'entreprise; and any uitvoerend beslag / saisie exécutoire. sekwester / séquestre and bewarend beslag / saisie conservatoire;
(b)seeking reorganization, arrangement or other similar relief includes any negotiations conducted with a view to reaching a settlement agreement (minnelijk akkoord / accord amiable) with two or more of its creditors pursuant to Book XX of the Belgian Code of Economic Law;
(c)security interest or security shall be deemed to include any mortgage (hypotheek / hypothèque), pledge (pand / gage), privilege (voorrecht / privilège), reservation of title (eigendomsvoorbehoud / réserve de propriété), any security in rem (zakelijke zekerheid / sûreté réelle) and any transfer by way of security (overdracht ten titel van zekerheid / transfert à titre de garantie) and, in general, any right in rem created for the purpose of granting security and any promise or mandate to create any of the security interest mentioned above;
(d)a company which is organized under the laws of Belgium, incorporated in Belgium or which its jurisdiction of incorporation is Belgium means that this company has its statutory seat in Belgium;
(e)an amalgamation, merger or consolidation includes a overdracht van algemeenheid / transfert d'universalité, overdracht van bedrijfstak / transfert de branche d'activité, splitsing / scission and fusie / fusion and assimilated transactions in accordance with Articles 12:7 and 12:8 of the BCCA (gelijkgestelde verrichtingen / operations assimilées);
(f)the BCCA means the Belgian Code of Companies and Associations (Wetboek van Vennootschappen en Verenigingen / Code des Sociétés et des Associations) dated 23 March 2019, as amended from time to time;
(g)the Belgian Civil Code means the Belgian Burgerlijk Wetboek/Code Civil as amended from time to time;
(h)the Belgian Code of Economic Law means the Belgian Wetboek van Economisch Recht / Code de Droit Economique dated 28 February 2013, as amended from time to time;
(i)the Belgian Financial Collateral Law means the Belgian Law of 15 December 2004 on financial collateral arrangements, as amended from time to time;
(j)"Governing Documents" includes the articles of association (statuten / statuts), an extract from the Crossroads Bank for Enterprises (uittreksel uit de Kruispuntbank voor Ondernemingen / extrait de la Banque Carrefour des Entreprises) and a non-insolvency certificate;
(k)guaranty means, only for the purpose of the guaranty contained in the Belgian Canadian Guaranty Agreement, an independent guarantee and not a surety (borg / cautionnement);

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(l)gross negligence means zware fout / faute lourde;
(m)wilful misconduct means bedrog / dol
(n)a "Subsidiary" shall be deemed to include a dochtervennootschap / filiale as defined in Article 1:15 of the BCCA; and
(o)control has the meaning set out in Articles 1:14 et seq. of the BCCA, and the term "controlling" shall be construed accordingly;
(p)a successor means an algemene rechtsopvolger/successeur universel; and
(q)"Other Taxes" shall include (i) the documentary duty of EUR 0.15 that is payable for each original copy of an agreement containing a debt obligation, indebtedness or security interest for the benefit of credit institutions that is executed in Belgium, (ii) registration duties relating to the registration of the relevant Lien in the Belgian pledge register or, as the case may be, and (iii) notarial, registration and mortgage duties relating to any Belgian Security Document entered into via a Belgian notarial deed, except when such Taxes are due as a result of a transfer, assignment, participation, sub-participation or delegation upon request of the Lender of all or any portion of its rights and duties under the Loan Documents provided that such Taxes are also excluded under the term “Other Taxes” as defined in Section 1.1.
14.10.Rates. Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement rate thereto (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 2.12(d)(iii), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark, prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. Agent and its affiliates or other related entities may engage in transactions that affect the calculation of the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto and such transactions may be adverse to a Borrower. Agent may select information sources or services in its reasonable discretion to ascertain the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to any Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether

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in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

15.LOANS AND TERMS OF PAYMENT.
15.1.Revolving Loans.
(a)