Exhibit 10.1

EXECUTIONVERSION

FIFTH AMENDMENT TO THE

RECEIVABLES PURCHASE AGREEMENT

ThisFIFTHAMENDMENTTOTHERECEIVABLESPURCHASEAGREEMENT(this “Amendment”),datedas ofJuly30,2026,isenteredintobyandamongthe followingparties:

(i) CVG CAPITAL III LLC, a Delaware limited liability company, as Seller (together with its successors and assigns, the “Seller”);

(ii) thePersonsidentifiedonthesignaturepagesheretoasPurchasers, LC Banks, LC Participants and Group Agents;

(iii) PNC BANK, NATIONAL ASSOCIATION (“PNC”), as Administrative Agent; and

(iv) ASHLAND INC, a Delaware corporation, in its individual capacity (“Ashland Inc.”) and as initial Servicer (in such capacity, together with itssuccessors and assigns in such capacity, the “Servicer”).

Capitalizedtermsusedbutnototherwisedefinedherein(includingsuchtermsusedabove) have the respective meanings assigned thereto in the Receivables Purchase Agreement described below.

BACKGROUND

A. The parties hereto entered into a Receivables Purchase Agreement, dated as of March 17, 2021 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Receivables Purchase Agreement”).

B. Concurrently herewith, the parties hereto and PNC Capital Markets LLC, as StructuringAgent,areenteringintothatcertainAmendedandRestatedFeeLetter,datedasofthe date hereof (the “Amended Fee Letter”).

C. ThepartiesheretodesiretoamendtheReceivablesPurchaseAgreementassetforth

herein.

NOW,THEREFORE,forgoodandvaluable consideration,thereceiptandsufficiencyof whichareherebyacknowledged,thepartiesheretoherebyagreeasfollows:

SECTION1.AmendmentstotheReceivablesPurchaseAgreement.TheReceivables PurchaseAgreementisherebyamendedassetforthinExhibitAtothisAmendment,withtext marked in underlineindicating additions to the Receivables Purchase Agreement and with text marked with strikethroughindicating deletions to the Receivables Purchase Agreement.

SECTION2.RepresentationsandWarrantiesoftheSellerandtheServicer.Eachofthe Seller and the Servicer hereby represents and warrants, as to itself, to the Administrative Agent and each Purchaser Party, as follows:

(a) Representations and Warranties.Immediately after giving effect to this Amendment,therepresentationsandwarrantiesmadebysuchPersoninthe TransactionDocuments to which it is a party are true and correct as of the date hereof (unless stated to relate solely to an earlier date, in which case such representations or warranties were true and correct as of such earlier date).

(b) Enforceability.ThisAmendmentandeachotherTransactionDocumentto whichitisaparty,asamendedhereby,constitutethelegal,validandbindingobligationof suchPersonenforceableagainstsuchPersoninaccordancewithitsrespectiveterms,except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether enforceability is considered in a proceeding in equity or at law.

(c) NoTerminationEvent.Noeventhasoccurredandiscontinuing,orwould result from the Reorganization or the other transactions contemplated hereby, that constitutesanEventofTermination,ServicerDefaultorUnmaturedEventofTermination.

SECTION3. Effect of Amendment.All provisions of the Receivables Purchase Agreement and the other Transaction Documents, as expressly amended and modified by this Amendment, shall remain in full force and effect. After this Amendment becomes effective, all referencesintheReceivablesPurchaseAgreement(orinanyotherTransactionDocument)to“this ReceivablesPurchaseAgreement”,“thisAgreement”,“hereof”,“herein”orwordsofsimilareffect referring to the Receivables Purchase Agreement shall be deemed to be references to the Receivables Purchase Agreement as amended by this Amendment. This Amendment shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the Receivables Purchase Agreement other than as set forth herein.

SECTION4.Effectiveness.This Amendment shall become effective as of the date hereof upon the satisfaction of the following conditions precedent:

(a) Execution of Amendment.The Administrative Agent shall have received counterparts duly executed by each of the parties hereto.

(b) Execution of Amended Fee Letter.The Administrative Agent shall have received counterparts of the Amended Fee Letter duly executed by each of the parties thereto.

(c) Receipt of Upfront Fee.The Administrative Agent shall have received confirmation that the “Upfront Fees” set forth in the Amended Fee Letter have been paid in accordance with the terms thereof.

SECTION5. Counterparts.This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed shallbedeemedtobeanoriginalandallofwhichwhentakentogethershallconstitutebutoneand

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thesameinstrument.Deliveryofan executed counterpartofasignaturepagetothisAmendment by facsimile or e-mail transmission shall be effective as delivery of a manually executed counterpart hereof.

SECTION6.GOVERNINGLAW.THISAMENDMENT,INCLUDINGTHERIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDINGSECTIONS5-1401AND5-1402OFTHEGENERALOBLIGATIONSLAWOF THESTATEOFNEWYORK,BUTWITHOUTREGARDTOANYOTHERCONFLICTSOF LAW PROVISIONS THEREOF).

SECTION7.Section Headings.The various headings of this Amendment are included for convenience only and shall not affect the meaning or interpretation of this Amendment, the Receivables Purchase Agreement or any provision hereof or thereof.

[SignaturePagesFollow.]

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INWITNESSWHEREOF,thepartiesheretohaveexecutedthisAmendmentbytheirduly authorized officers as of the date first above written.

EXECUTIONVERSION

EXHIBITA

RECEIVABLESPURCHASEAGREEMENT

DatedasofMarch17,2021

by and among

CVGCAPITALIIILLC,

asSeller,

THEPERSONSFROMTIMETOTIMEPARTYHERETO,

asPurchasers,GroupAgents,LCBanksandLCParticipants,

PNCBANK,NATIONALASSOCIATION,

asAdministrativeAgent,

ASHLANDINC.,

asinitialServicer,

and

PNCCAPITALMARKETSLLC,

asStructuringAgent

TABLE OF CONTENTS

-i-

TABLE OF CONTENTS

(continued)

-ii-

TABLE OF CONTENTS

(continued)

-iii-

ThisRECEIVABLESPURCHASEAGREEMENT(asamended,restated,supplemented orotherwisemodifiedfromtimetotime,this“Agreement”)isenteredintoasofMarch17,2021 by and among the following parties:

(i) CVG CAPITAL III LLC, a Delaware limited liability company, as Seller (together with its successors and assigns, the “Seller”);

(ii) the Persons from time to time party hereto as Purchasers, LC Banks, LC Participants and Group Agents;

(iii) PNCBANK,NATIONALASSOCIATION(“PNC”),asAdministrative Agent;

(iv) ASHLANDINC.,aDelawarecorporation(successorbymergerto Ashland LLC, a Kentuckylimited liabilitycompany, and f/k/a Ashland Global Holdings Inc.), in its individual capacity (“Ashland”) and as initial Servicer (in such capacity, together with its successors and assigns in such capacity, the “Servicer”); and

(v) PNCCAPITALMARKETSLLC,aPennsylvanialimitedliability company, as Structuring Agent.

AMENDMENTANDRESTATEMENT

ThisAgreementamendsandrestatesinitsentirety,asofthedatehereof,theTransferand AdministrationAgreement,datedasofMarch20,2018(asamended,supplementedorotherwise modified prior to the date hereof, the “Prior Agreement”), among the Seller, Ashland, Ashland Specialty Ingredients G.P., various Group Agents and Investors and Fifth Third Bank, National Association,asadministrativeagentandletterofcreditissuer(“FifthThird”).In connection withtheamendmentandrestatementofthePriorAgreement,FifthThird,solelyinitscapacityas the“AdministrativeAgent”underthePriorAgreement,hasassignedallofitsrightsandobligationsas“AdministrativeAgent”underthePriorAgreementandeachoftheother Transaction Documents pursuant to that certain Assignment and Assumption Agreement, dated on orabout theClosingDate(the“Assignmentand AssumptionAgreement”),amongtheparties hereto,andthepartiestheretodesirethatPNC,andPNCbyitsexecutionanddeliveryofits signature to the Assignment and Assumption Agreement and this Agreement hereby agrees to, becometheAdministrativeAgent.Notwithstandingtheamendmentandrestatement ofthePrior Agreement by this Agreement, (i) the Seller and the Servicer shall continue to be liable to each of the “Indemnified Parties” for the fees and expenses payable bytheSeller and/or theServicer, asapplicable,whichareaccruedandunpaidunderthePriorAgreementonthedatehereof (collectively,the“PriorAgreementOutstandingAmounts”)andallagreementstoindemnify such parties in connection with events or conditions arisingor existingprior to theeffectivedate ofthisAgreementand(ii)thesecurityinterestinfavoroftheAdministrativeAgentcreated underthePriorAgreementshallremaininfullforceandeffectassecurityforsuchPrior Agreement Outstanding Amounts and for the Seller Obligation Amounts (as defined herein).ThisAgreementdoesnotconstituteanovationorreplacementofthePriorAgreement,but hereby ratifies and reaffirms the Prior Agreement as amended and restated by this Agreement. UpontheeffectivenessofthisAgreement,eachreferencetothePriorAgreementinanyother document,

instrument or agreement shall mean and be a reference to this Agreement.Nothing contained herein, unless expresslyherein stated to the contrary, is intended to amend, modifyor otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Prior Agreement.

Concurrentlyherewith,theSellerisrequestingthateachPurchasermakeanewnon-ratable Purchase on the Closing Date such that, after giving effect to such Purchase, the related Purchaser’s portion of the Aggregate Capital will be equal to its ratable share (based on Commitments) thereof.

PRELIMINARYSTATEMENTS

The Seller has acquired, and will acquire from time to time, Receivables from the Originator(s) pursuant to the Purchase and Sale Agreement.The Seller desires to sell certain of theReceivablestothePurchasersand,inconnectiontherewith,hasrequestedthatthePurchasers (a) make Investments from time to time and (b) the LC Banks issue Letters of Credit for the account of the Seller from time to time, in each case, on theterms, andsubject to the conditions set forth herein.

In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiencyof which is herebyacknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION1.01.CertainDefinedTerms.AsusedinthisAgreement,thefollowingterms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“AccountControlAgreement”meanseachagreement,informandsubstancesatisfactory to the Administrative Agent, among the Seller, the Servicer (if applicable), the Administrative Agent and a Collection Account Bank, governing the terms of the related Collection Accounts, that provides the Administrative Agent with control within the meaning of the UCC over the deposit accounts subject to such agreement.

“Adjusted Eligible Receivables Balance” means, at any time of determination:(a) the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool, minus (b) theOffsetPayablesReductionAmount.

“AdjustedLCParticipationAmount”means,atanytimeofdetermination,thegreaterof (i) the LC Participation Amount less the amount of cash collateral held in each LC Collateral Account at such time and (ii) zero ($0).

“Administrative Agent” means PNC, in its capacity as contractual representative for the PurchaserParties,andanysuccessortheretoinsuchcapacityappointedpursuanttoArticleXIor Section 15.03(g).

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“AdverseClaim”meansanyownershipinterestorclaim,mortgage,deedoftrust,pledge, lien, security interest, hypothecation, charge or other encumbrance or security arrangement of any nature whatsoever, whether voluntarily or involuntarilygiven, including, but not limited to, any conditional sale or title retention arrangement, and any assignment, deposit arrangement or lease intended as, or having the effect of, security and any filed financing statement or other notice of anyof the foregoing (whether ornot alien orother encumbrance is created or exists at the time of the filing); it being understood that any thereof in favor of, or assigned to, the Administrative Agent (for the benefit of the Secured Parties) shall not constitute an Adverse Claim.

“Advisors”hasthemeaningsetforthinSection15.06(c).

“Affected Person” means each Purchaser Party, each Program Support Provider, each Liquidity Agent and each of their respective Affiliates.

“Affiliate” means, as to anyPerson: (a) anyother Person that, directlyor indirectly, is in control of, is controlled byor is under common control with such Person or (b) who is a director orofficer:(i)ofsuchPersonor(ii)ofanyPersondescribedinclause(a),exceptthat,inthecase of each Conduit Purchaser, Affiliate shall mean the holder(s) of its Capital Stock.For purposes ofthisdefinition,controlofaPersonshallmeanthepower,directorindirect:(x)tovote25%or more of the securities having ordinary voting power for the election of directors or managers of such Person or (y) to direct or cause the direction of the management and policies of such Person, in either case whether byownership of securities, contract, proxyor otherwise.

“Aggregate Capital” means, at any time of determination, the aggregate outstanding Capital of all Purchasers and LC Participants at such time.

“AggregateYield”means,atanytimeofdetermination,theaggregateaccruedandunpaid Yieldon the aggregate outstanding Capital of all Purchasers at such time.

“Agreement”hasthemeaningsetforthinthepreambletothisAgreement.

“Anti-Corruption Laws” means (a)the U.S. Foreign Corrupt Practices Act of 1977, as amended; (b) the U.K. BriberyAct 2010, as amended; and (c)anyother applicableLaw relating to anti-briberyor anti-corruption in anyjurisdiction in which anySeller-Related Partyis located or doing business.

“Anti-Money Laundering Laws” means (a) the Bank Secrecy Act and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001; (b) the U.K. Proceeds of Crime Act 2002, the Money Laundering Regulations 2017, as amended and the Terrorist Asset-Freezing etc. Act 2010; and (c) any other applicable Law relating to anti-money laundering and countering the financing of terrorism in anyjurisdiction in which anySeller-Related Partyis located or doing business.

“Applicable Law” means, with respect to any Person, (x) all provisions of law, statute, treaty, constitution, rule, regulation, ordinance, requirement, restriction, permit, executiveorder, certificate,decision,directive ororder of anyGovernmentalAuthorityapplicabletosuchPerson oranyofitspropertyand(y)alljudgments,injunctions,orders,writs,decreesandawardsofall courts and arbitrators in proceedings or actions in which such Person is a partyor bywhich any of

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its property is bound.For the avoidance of doubt, FATCA shall constitute an “Applicable Law” for all purposes of this Agreement.

“Ashland”isdefinedinthePreamble.

“Ashland Credit Agreement” means the Second Amended and Restated Credit Agreement, dated as of January 10May 28, 20202026, among Ashland, as a borrower, Ashland Global and Ashland Chemco Inc., a Delaware corporation, as holding companies, AshlandServicesB.V.,abeslotenvennootschapmetbeperkteaansprakelijkheidIndustriesEuropeGmbH,a Gesellschaft mit beschränkter Haftungorganized under the laws of the Netherlands, asDutchSwitzerland, as a Swissborrower, various financial institutions andeach lender from timeto time party thereto,The Bank of Nova Scotia, as lenderHouston Branch, as administrativeagent, swing line lender, l/c issuer and as administrativeand a letter of credit issuer, each otherletter of credit issuer from time to time partythereto and Citibank, N.A., as syndicationagent.

“Assignment and Acceptance Agreement” means an assignment and acceptance agreement entered into by a Committed Purchaser, an Eligible Assignee, such Committed Purchaser’s Group Agent and the Administrative Agent, and, if required, the Seller, pursuant to whichsuchEligibleAssigneemaybecomeapartytothisAgreement,insubstantiallytheformof Exhibit Chereto.

“AssignmentofClaimsActs”meanstheprovisionsofUnitedStatesCode,31U.S.C.

§ 3727 and 41 U.S.C. § 15, and any similar Laws of any other jurisdiction.

“AssumptionAgreement”hasthemeaningsetforthinSection15.03(i).

“Attorney Costs” means and includes all reasonable and documented fees, costs, expenses and disbursements of any law firm or other external counsel and all disbursements of internal counsel.

“BankruptcyCode”means theUnitedStatesBankruptcyReformAct of1978(11U.S.C. §101,etseq.),asamendedfromtimetotime.

“Base Rate” means, for anydayand anyPurchaser, a fluctuating interest rate per annum as shall be in effect from time to time, which rate shall be at all times equal to the highest of:

(a) the rate of interest in effect for such dayas publiclyannounced fromtime to time by the applicable Group Agent or its Affiliate as its “reference rate” or “prime rate”, as applicable.Such “reference rate” or “prime rate” is set by the applicable Group Agent or its Affiliate based upon various factors, including such Person’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above or below such announced rate, and is not necessarily the lowest rate charged to any customer;

(b) 0.50%perannumabovethelatestOvernightBankFundingRate;and

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(c) DailySimpleSOFR,plus1.00%,solongasDailySimpleSOFRisoffered, ascertainable and not unlawful.

“Beneficial Owner” means, for the Seller, each of the following:(a)each individual, if any,who,directlyorindirectly,owns25%ormoreoftheSeller’sCapitalStock;and(b)asingle individual with significant responsibility to control, manage or direct the Seller.

“BeneficialOwnershipRegulation”means31C.F.R.§1010.230.

“Blocked Property” means any property: (a) owned, directly or indirectly, by a Sanctioned Person; (b) due to or from a Sanctioned Person; (c) in which a Sanctioned Person otherwise holds anyinterest; (d)located in aSanctionedJurisdiction; or (e)thatotherwise could cause any actual or possible violation by any Purchaser Party of any applicable International Trade Law if the Purchaser Parties were to obtain an encumbrance on, lien on, pledge of, or securityinterest in such property, or provide services in consideration of such property.

“BreakageFee”means (i)foranyYieldPeriodforwhichYield iscomputedbyreference to the CP Rate or the Term SOFR Rate and a reduction of Capital is made for anyreason on any dayotherthanthelastdateoftherelatedYieldPeriodor(ii)totheextentthattheSellershallfor any reason, fail to borrow on the date specified by the Seller in connection with any request for fundingpursuant to Article IIofthis Agreement, the amount, ifany, bywhich(A)theadditional Yield (calculated without taking into account any Breakage Fee or any shortened duration of such Yield Period pursuant to the definition thereof) which would have accrued during such YieldPeriod(or, in thecaseof clause(i)above,untilthematurityoftheunderlyingNote)onthe reductions ofCapital relatingto such Yield Period had such reductions not been made(or, in the case of clause (ii)above, the amounts so failed to be borrowed or accepted in connection with any such request for funding by the Seller), exceeds (B) the income, if any, received by the applicable Purchaser from the investment of the proceeds of such reductions of Capital (or such amountsfailedtobeborrowedbytheSeller).AcertificateastotheamountofanyBreakageFee (including the computation of such amount) shall be submitted by the affected Purchaser (or applicable Group Agent on its behalf) to the Seller and shall be conclusive and binding for all purposes, absent manifest error.

“Business Day” means any day other than a Saturday or Sunday or a legal holiday on which commercial banks are authorized or required by law to be closed for business in Pittsburgh, Pennsylvania; providedthat, for purposes of any direct or indirect calculation or determination involving SOFR, the term “Business Day” means anysuch daythat is alsoa U.S. Government Securities Business Day.

“Capital” means, with respect to any Purchaser, the aggregate amounts (i) paid to, or on behalf of, the Seller in connection with all Investments made by such Purchaser pursuant to Article II, (ii) paid by such Purchaser, as an LC Participant, to any LC Bank in respect of a ParticipationAdvancemadebysuchPurchasertoanLCBankpursuanttoSection3.04(b)and (iii) with respect to anyPurchaser that is an LC Bank, paid bysuch LC Bank with respect to all drawingsundertheLetterofCredittotheextentsuchdrawingshavenotbeenreimbursedbythe Seller or funded by Participation Advances, as reduced from time to time by Collections distributedandappliedonaccountofreducing,returningorrepayingsuchCapitalpursuantto Section2.02(d)or 4.01;

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provided, that if such Capital shall have been reduced by any distribution and thereafter all or a portion of such distribution is rescinded or must otherwise be returned for any reason, such Capital shall be increased by the amount of such rescinded or returned distribution as though it had not been made.

“CapitalCoverageAmount”means,atanytimeofdetermination,theamountequalto(a) the Net Receivables Pool Balance at such time, minus(b) the Total Reserves at such time.

“Capital Coverage Deficit” means, at any time of determination, the amount, if any, by which (a) the Aggregate Capital plus the Adjusted LC Participation Amount at such time, exceeds (b) the Capital Coverage Amount at such time.

“Capital Stock”means, withrespect toanyPerson,anyandall commonshares,preferred shares, interests, participations, rights in or other equivalents (however designated) of such Person’s capital stock, partnership interests, limited liability company interests, membership interestsorotherequivalentinterestsandanyrights(otherthandebtsecuritiesconvertibleintoor exchangeable for capital stock), warrants or options exchangeable for or convertible into such capital stock or other equity interests.

“Capital Tranche” means specified portions of Capital outstanding as follows:(a) all Capital for which the applicable Yield Rate is determined by reference to the Term SOFR Rate with the same Yield Period shall constitute one Capital Tranche, (b) all Capital for which the applicable Yield Rate is determined byreference to Daily1M SOFR shall constitute one Capital Tranche,and(c)allCapitalforwhichtheapplicableYieldRateisdeterminedbyreferencetotheBase Rate shall constitute one Capital Tranche.

“Certificate of Beneficial Ownership” means, for the Seller, a certificate in form and substance acceptable to the Administrative Agent (as amended or modified by theAdministrativeAgentfromtimetotimeinitssolediscretion),certifying,amongotherthings,the Beneficial Owner of the Seller.

“ChangeinControl”meanstheoccurrenceofanyofthefollowing:

(a) the failure of the Originators to own, free and clearof anyAdverseClaim and on a fullydiluted basis, 100% of the membership interests of the Seller;

(b) any Adverse Claim should exist with respect to any Intercompany Loan Agreement or any Intercompany Loan;

(c) the failure of Ashland to own, directly or indirectly, free and clear of any Adverse Claim (other than any Adverse Claims granted to secure obligations under the Transaction Documents and obligations under the Ashland Credit Agreement) and on a fully diluted basis, at least 100% of the outstanding shares of voting stock or other equityinterests of each other Originator; or

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(d) aneventorseriesofeventsbywhich:

(i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or its subsidiaries, and anyperson or entityactingin its capacityas trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passageof time (such right, an “option right”)), directly or indirectly, of 35% or more of the equity securities of Ashland entitled to vote for members of the board of directors or equivalentgoverningbodyofAshlandonafully-dilutedbasis(andtakingintoaccountall such securities that such “person” or “group” has the right to acquire pursuant to any option right); or

(ii) during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of Ashland cease to be composed of individuals (A) who were members of that board or equivalent governing body on the first day of such period, (B) whose election or nomination to that boardorequivalentgoverningbodywasapprovedbyindividualsreferredtoinclause(A)above constituting at the time of such election or nomination at least a majority of that board orequivalent governingbodyor(iii)whoseelection ornomination tothat boardor other equivalent governing body was approved by individuals referred to in clauses (A)and (B)above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body; or

(iii) a “change of control” or any comparable term under, and as defined in, the Ashland Credit Agreement or other Debt exceeding $100,000,000 shall have occurred.

“ChangeinLaw”means theoccurrence,aftertheClosing Date,ofanyofthefollowing: (a) the adoption or taking effect of anylaw, rule, regulation ortreaty, (b) anychange in anylaw, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; providedthatnotwithstandinganythinghereintothecontrary,(w)thefinalruletitledRisk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital Maintenance: Regulatory Capital; ImpactofModificationstoGenerallyAcceptedAccountingPrinciples;Consolidationof Asset-Backed Commercial Paper Programs; and Other Related Issues, adopted by the United States bank regulatoryagencies on December 15, 2009, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder orissuedinconnectiontherewithand(y)allrequests,rules,guidelinesordirectivespromulgatedby the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor orsimilarauthority) or theUnited States orforeignregulatoryauthorities, ineachcase pursuant to the agreements reached by the Basel Committee on Banking Supervision in “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems” (as amended, supplemented or otherwise modified or replaced from time to time), shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

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“Charged-Off Ratio” means, for any Fiscal Month, the ratio (expressed as a percentage) computed as of the last day of the most recently ended Fiscal Month of (a) the aggregate initial Outstanding Balance of all Pool Receivables which became Charged-Off Receivables during such FiscalMonth divided by(b)the aggregate amount ofsales bythe Originators giving riseto Pool Receivables in the current Fiscal Month.

“Charged-Off Receivable” means a Pool Receivable (a) as to which an Insolvency ProceedingshallhaveoccurredwithrespecttotheObligorthereof,(b)whichhasbeenidentified by the Seller, any Originator or the Servicer as uncollectible, or (c)which, consistent with the Credit and Collection Policy, would be written off as uncollectible.

“ClosingDate”meansMarch17,2021.

“Code” means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time.

“Collection Account” means each account listed on ScheduleIIto this Agreement (as such schedule may be modified from time to time in connection with the closing or opening of any Collection Account in accordance with the terms hereof) (in each case, in the name of the Seller) and maintained at a bank or other financial institution acting as a Collection Account Bank pursuant to an Account Control Agreement for the purpose of receiving Collections.

“CollectionAccountBank”meansanyofthebanksorotherfinancialinstitutionsholding one or more Collection Accounts.

“Collections”means,withrespect to anyPool Receivable:(a)allfunds thatarereceived byanyOriginator, the Seller, the Servicer or anyother Person on their behalf in payment of any amounts owed in respect of such Pool Receivable (including purchase price, service charges, finance charges, interest, fees and all other charges), or applied to amounts owed in respect of such Pool Receivable (including insurance payments, proceeds of drawings under supporting letters of credit and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Obligor or any other Person directly or indirectly liable for the payment of such Pool Receivable and available to be applied thereon), (b) all Deemed Collections, (c) allproceeds ofallRelatedSecuritywithrespect tosuchPoolReceivableand(d) all other proceeds of such Pool Receivable.

“Commitment” means, with respect to any Committed Purchaser (including a Related Committed Purchaser), LC Participant or LC Bank, as applicable, the maximum aggregate amountofCapitalwhichsuchPersonisobligatedtopayhereunderonaccountofallInvestments andalldrawingsunderall Letters ofCredit, on acombinedbasis,assetforthonScheduleIorin the Assumption Agreement or other agreement pursuant to which it became a Purchaser and/or LC Participant, as such amount maybe modified in connection with anysubsequent assignment pursuant to Section 15.03or in connection with a reduction in the Facility Limit pursuant to Section 2.02(e).If the context so requires, “Commitment” also refers to a Committed Purchaser’sobligation to fund Investments, makeParticipation Advancesand/orissue Letters of Credit hereunder in accordance with this Agreement.

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“CommittedPurchasers”means PNC andeachotherPersonthat is orbecomes apartyto this Agreement in the capacity of a “Committed Purchaser”.

“Compliance Authority” means (a) the United States government or any agency or politicalsubdivisionthereof,including,withoutlimitation,theU.S.DepartmentofState,the U.S. Department of Commerce, the U.S. Department of the Treasury and its Office of Foreign Assets Control, and the U.S. Customs and Border Protection agency; (b) the government of Canadaoranyagencythereof;(c)theEuropeanUnionoranyagencythereof;(d)thegovernment of the United Kingdom or any agency thereof; (e) the United Nations Security Council; and (f) any other Official Body with jurisdiction to administer Anti-Corruption Laws, Anti-Money Laundering Laws or International Trade Laws with respect to the conduct of a Covered Entity.

“ConcentrationPercentage”means (a) except as provided in clause (b)below, (i)forany Group A Obligor, 15.00%, (ii) for anyGroup B Obligor, 10.00%, (iii) for anyGroup C Obligor, 8.00% and (iv) for any Group D Obligor, 6.00% and (b) for each of the Obligors listed on Exhibit K(each, a “Special Obligor”), the percentage specified on Exhibit Khereto for such Special Obligor (the applicable “Special Concentration Limit”); provided, however, that the Seller may from time to time deliver written supplements to Exhibit Kand, if such supplements are approved in writing by the Administrative Agent and each Group Agent (each in its sole discretion), such supplements shall supersede the then-existing Exhibit Keffectiveas of thedate agreed in writing bythe Seller and each Group Agent; provided, further, that the Administrative Agent or any Purchaser may, upon not less than ten (10) Business Days’ notice to the Seller, cancel or reduce the Special Concentration Limit with respect to any or all Special Obligors, in which case the Concentration Percentage for such Special Obligor(s) shall be determined pursuant to clause (a)above.In the event that anyother Obligor is or becomes an Affiliate of a Special Obligor, the Special Concentration Limit shall apply to both such Obligor and such SpecialObligorandshallbecalculatedasifsuchObligorandsuchSpecialObligorwereasingle Obligor.

“ConcentrationReservePercentage”means,atanytimeofdetermination,thelargestof: (a) the sum of the four (4) largest Obligor Percentages of the Group D Obligors, (b) the sum of the two (2) largest Obligor Percentages of the Group C Obligors and (c) the largest Obligor Percentage of the Group B Obligors.

“Conduit Purchaser” means each commercial paper conduit that isorbecomes apartyto this Agreement in the capacity of a “Conduit Purchaser”.

“ConformingChanges”means, with respecttoDaily1MSOFR,theTermSOFRRateor any Benchmark Replacement in relation thereto, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “Yield Period,” the definition of “U.S. Government Securities Business Day,” timingandfrequencyofdeterminingratesandthetimingofmakingpaymentsofinterest,timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, and other technical, administrative or operational matters) that the Administrative Agent, in consultation with the Seller, decides may be appropriate to reflect the adoption and implementation of Daily 1M SOFR, the Term SOFR Rate or such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption

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of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of Daily 1M SOFR, the Term SOFR Rate or the Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Transaction Documents).

“Contract” means, with respect to any Receivable, any and all contracts, instruments, agreements,leases,invoices,notesorotherwritingspursuanttowhichsuchReceivablearisesor that evidence such Receivable or under which an Obligor becomes or is obligated to make payment in respect of such Receivable.

“Controlled Group” means all members of a controlled group of corporations or other business entities and all trades or businesses (whether or not incorporated) under common control which, together with Ashland or anyof its Subsidiaries, are treated as a single employer under Section 414 of the Code.

“Covered Entity” means (a) each of Seller, the Servicer, each Originator, the Parent and each of Parent’s Subsidiaries and (b) each Person that, directly or indirectly, is in control of a Person described in clause (a) above.For purposes of this definition, control of a Person shall mean the direct or indirect (x) ownership of, or power to vote, 25% or more of the issued and outstanding equity interests having ordinary voting power for the election of directors of such Person or other Persons performing similar functions for such Person, or (y) power to direct or cause the direction of the management and policies of such Person whether by ownership of equity interests, contract or otherwise.

“CP Rate” means, for anyConduit Purchaser and for anyYield Period for anyPortion of Capital (a) the perannumrate equivalent to the weighted average cost (as determined by the applicable Group Agent and which shall include commissions of placement agents and dealers, incremental carryingcosts incurred with respect to Notes of such Person maturingon dates other than those on which corresponding funds are received by such Conduit Purchaser, other borrowings by such Conduit Purchaser (other than under any Program Support Agreement) and any other costs associated with the issuance of Notes) of or related to the issuance of Notes that are allocated, in whole or in part, by the applicable Conduit Purchaser to fund or maintain such Portion of Capital (and which maybe also allocated in part to the fundingof other assets of such Conduit Purchaser); provided, however, that if any component of such rate is a discount rate, in calculatingthe“CPRate”forsuchPortionofCapitalforsuchYieldPeriod,theapplicableGroup Agent shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate perannum; provided, further, that notwithstanding anything in this Agreement or the other Transaction Documents to the contrary, the Seller agrees that any amounts payable to Conduit Purchasers in respect of Yield for any Yield Period with respect to any Portion of Capital funded by such Conduit Purchasers at the CP Rate shall include anamount equal to the portion of the face amount of the outstanding Notes issued to fund or maintain such Portion of Capital that corresponds to the portion of the proceeds of such Notes that was used to pay the interest component of maturing Notes issued to fund or maintain such Portion of Capital, to the extent that such Conduit Purchasers had not received payments of interest in respect of such interest component prior to the maturity date of such maturing Notes (for purposes of the foregoing, the “interest component” of Notes equals the excess of the face amount thereof over the

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net proceeds received by such Conduit Purchaser from the issuance of Notes, except that if such Notes are issued on an interest-bearing basis its “interest component” will equal the amount of interest accruing on such Notes through maturity) or (b) anyother rate designated as the “CP Rate” for such Conduit Purchaser in the Assumption Agreement or other document pursuant to which such Person becomes a party as a Conduit Purchaser to this Agreement, or anyother writingor agreementprovided bysuchConduitPurchaserto theSeller, the Servicer and the applicable Agent from time to time.

“Credit and Collection Policy” means, as the context may require, those receivables credit and collection policies and practices of the Originators in effect on the Closing Date and described in Exhibit F, as modified in compliance with this Agreement.

“Daily 1M SOFR” means, for any day, the rate per annum determined bythe applicable Group Agent equal to the Term SOFR Reference Rate for such dayfor a one (1) month period, aspublished bytheTermSOFRAdministrator; provided,that ifDaily1MSOFR,determinedas providedabove,wouldbelessthantheSOFRFloor,thenDaily1MSOFRshallbedeemedtobe the SOFR Floor.The rate of interest will be adjusted automatically as of each Business Day based on changes in Daily 1M SOFR without notice to the Seller.

“DailySimpleSOFR”means,forany day (a“SOFRRateDay”),theinterestrateper annumdeterminedbytheapplicableGroupAgentequaltoSOFRfortheday(the“SOFRDeterminationDate”) thatis2BusinessDaysprior to(i) suchSOFRRate Day if such SOFR RateDay isaBusinessDay or(ii)theBusinessDay immediately preceding such SOFR Rate Day if such SOFR Rate Day is not a Business Day, in each case, as such SOFR is published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnightfinancingrate)onthewebsiteoftheFederalReserveBankofNewYork,currentlyat http://www.newyorkfed.org,or any successor source identified by the Federal Reserve Bank of New York or its successor administrator for the secured overnight financing rate from time totime. If DailySimple SOFR as determined abovewould be less than theSOFR Floor, then Daily Simple SOFRshallbedeemedtobetheSOFRFloor.IfSOFRforany SOFR Determination DatehasnotbeenpublishedorreplacedwithaBenchmarkReplacementby5:00p.m. (Pittsburgh, Pennsylvania time) on the second Business Day immediately following such SOFR Determination Date, then SOFR for such SOFR Determination Date will be SOFR for the first BusinessDayprecedingsuchSOFRDeterminationDateforwhichSOFRwaspublishedin accordancewiththedefinitionof“SOFR”;providedthatSOFRdeterminedpursuanttothis sentenceshallbeusedforpurposesofcalculatingDailySimpleSOFRfornomorethan3 consecutive SOFR Rate Days.If and when Daily Simple SOFR as determined above changes, any applicable rate of interest based on Daily Simple SOFR will change automatically without notice to the Seller, effective on the date of any such change.

“Days’ Sales Outstanding” means, for any Fiscal Month, an amount computed as of the last day of such Fiscal Month equal to the product, rounded, if necessary, to the nearest whole number, obtained by multiplying (a) 121 by(b) the quotient obtained bydividing (i) the aggregate Outstanding Balance of all Pool Receivables as of the last day of the most recently endedFiscalMonthby(ii)theaggregateamountofsalesgivingrisetoPoolReceivables originatedduringtheconsecutivefour(4)monthperiodendedasofthelastdayofthemost recently ended Fiscal Month.

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“Debt” has the meaning assigned to the term “Indebtedness” in the Ashland Credit Agreement as in effect on the Closing Date and without giving effect to any subsequent amendments thereto.

“DeemedCollections”hasthemeaningsetforthinSection4.01(dg).

“Deemed Financial Covenants” means any one of the “financial covenants” set forth in Section 7.11 of the Ashland Credit Agreement (or anyreplacement or successor to such section or any similar section or sections in any replacement senior credit agreement) as in effect immediately prior to the initial occurrence of any Group Agent and each of its Affiliates, if applicable, ceasing to be a partyto the Ashland Credit Agreement as a lender thereunder.

“Default Ratio” means the ratio (expressed as a percentage and rounded to the nearest 1/100 of 1%, with 5/1000th of 1% rounded upward) computed as of the last day of each Fiscal Month by dividing:(a) the aggregate Outstanding Balance of all Pool Receivables that became Defaulted Receivables during such Fiscal Month, by(b) an amount equal to the quotient of (i) the aggregate initial Outstanding Balance of all Pool Receivables generated by the Originators duringthefifthandsixthFiscal Monthspriorto suchFiscalMonthofdetermination,dividedby (ii)2.

“DefaultedReceivable”meansaReceivable(withoutduplication):

(a) as to which any payment, or part thereof, remains unpaid for more than120 days from the original due date for such payment; or

(b) isaCharged-OffReceivable;

provided, however, that in each case above such amount shall be calculated without giving effect to any netting of credits that have not been matched to a particular Receivable for the purposes of aged trial balance reporting.

“Dilution” means, on any date, an amount equal to the sum, without duplication, of the aggregate reduction effected on such day in the Outstanding Balances of the Receivables attributable to anynon-cash items includingcredits, rebates, billingerrors, sales or similar taxes, cash discounts, volume discounts, allowances, disputes (it being understood that a Receivable is “subject to dispute” only if and to the extent that, in the reasonable good faith judgment of the applicable Originator (which shall be exercised in the ordinary course of business) such Obligor’s obligation in respect of such Receivable is reduced on account of any performance failure on the part of such Originator), set-offs, counterclaims, chargebacks, returned or repossessed goods, sales and marketing discounts, warranties, any unapplied credit memos and other adjustments that are made in respect of Obligors; provided that writeoffs or credits related toanObligor’sbadcreditshallnotconstituteDilution;provided,further,thatwriteoffsorcredits relatedtopricingadjustmentsshallnotconstituteDilutionsolongas(a)suchpricing adjustments are treated as sale reversals and (b) the applicable pricing adjustment is processed the same calendar month during which the related Receivable was generated.

“Dilution Horizon Ratio” means, for any Fiscal Month, the ratio (expressed as a percentage and rounded to the nearest 1/100th of 1%, with 5/1000th of 1% rounded upward) computed as of the last day of such Fiscal Month by dividing:(a) the sum of (i) the aggregate initial Outstanding

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Balance of all Pool Receivables generated by the Originators during such Fiscal Month, plus(ii) 50.00% of the aggregate initial Outstanding Balance of all Pool Receivables generated by the Originators during the preceding Fiscal Month, by(b) the Net Receivables Pool Balance as ofthelastdayofsuchFiscalMonth.Withinthirty(30)days ofthe completionandthereceiptbytheAdministrativeAgentoftheresultsofanyannualauditorfield exam of the Receivables and the servicing and origination practices of the Servicer and the Originators, the numerator of the Dilution Horizon Ratio maybe adjusted bythe Administrative Agent upon not less than five (5) Business Days’ notice to the Seller to reflect such number of Fiscal Months as the Administrative Agent reasonably believes best reflects the business practices of the Servicer and the Originators and the actual amount of dilution and Deemed Collections that occur with respect to Pool Receivables based on the weighted average dilution lag calculation completed as part of such audit or field exam.

“Dilution Ratio” means, for any Fiscal Month, the ratio (expressed as a percentage and roundedtothenearest1/100thof1%,with5/1000thof1%roundedupward),computedasofthe last day of each Fiscal Month by dividing:(a) the aggregate amount of Deemed Collections during such Fiscal Month, by(b) the aggregate initial Outstanding Balance of all Pool ReceivablesgeneratedbytheOriginatorsduringtheFiscalMonththatisonemonthpriortosuch Fiscal Month.

“Dilution Reserve Percentage” means, at any time of determination, the product (expressed as a percentage and rounded to the nearest 1/100thof 1%, with 5/1000thof 1% rounded upward) of (a) the Dilution Horizon Ratio, multipliedby(b) the sum of (i) 2.00 times the average of the Dilution Ratios for the twelve (12) most recent Fiscal Months and (ii) the Dilution Volatility Component.

“Dilution VolatilityComponent”means, for anyFiscalMonth,theproduct(expressedas a percentage) and rounded to the nearest 1/100thof 1%, with 5/1000thof 1% rounded upward) of:

(a) the positive difference, if any, between:(i) the highest Dilution Ratio for any Fiscal Month during the twelve (12) most recent Fiscal Months and (ii) the arithmetic average of the Dilution Ratios for such twelve (12) Fiscal Months; multiplied by

(b) the quotient of (i) the highest Dilution Ratio during the twelve (12) most recentconsecutiveFiscalMonthsdividedby(ii)thearithmeticaverageoftheDilutionRatiosfor such twelve (12) consecutive Fiscal Months.

“Dollars”and“$”eachmeanthelawfulcurrencyoftheUnitedStatesofAmerica.

“Drawing Date” has the meaning set forth in Section 3.04(a).

“Eligible Assignee” means (i) any Committed Purchaser or any of its Affiliates, (ii) any PersonmanagedbyaCommittedPurchaseroranyofitsAffiliatesand(iii)anyotherfinancialor other institution.

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“Eligible Foreign Obligor” means an Obligor (i) that is organized in or that has a head office (domicile), registered office, and chief executive office located in a country that is reasonablyacceptable to the MajorityGroup Agents, and (ii) the Contract that gave rise to such Receivable is governed by the respective laws of a jurisdiction that is reasonably acceptable to the Majority Group Agents or a state, territory, district, commonwealth, or possession of the United States of America.

“EligibleReceivable”means,atanytimeofdetermination,aPoolReceivable:

(a) the Obligor of which is: (i) either a U.S. Obligor or an Eligible Foreign Obligor;(ii)notaGovernmentalAuthority(otherthanafederal,stateormunicipalgovernmental entity in the United States of America); (iii) not a Sanctioned Person; (iv) not subject to any Insolvency Proceeding; (v) not an Affiliate of the Seller, the Servicer, the Parent or any Originator; (vi) not the Obligor with respect to Defaulted Receivables with an aggregate Outstanding Balance exceeding 50% of the aggregate Outstanding Balance of all such Obligor’s Pool Receivables, (vii) not anatural personand (viii)not amaterial suppliertoanyOriginatoror an Affiliate of a material supplier;

(b) for which an Insolvency Proceeding shall not have occurred with respect totheObligorthereoforanyotherPersonobligatedthereonorowninganyRelatedSecuritywith respect thereto;

(c) that is denominated and payable only in Dollars in the United States of America, and the Obligor with respect to which has been instructed to remit Collections in respect thereof directlyto a Lock-Box or Collection Account in the United States of America;

(d) that does not have a due date which is more than180days aftersuchdate of determination;

(e) that (i)arises under a Contract for the sale of goods or services in the ordinarycourseoftheapplicableOriginator’sbusinessand(ii)doesnotconstitutealoanorother similar financial accommodation being provided by the applicable Originator;

(f) that arises under a duly authorized Contract that (i) is in full force and effect,(ii)isgovernedbythelawoftheUnitedStatesofAmericaorofanyStatethereof,(iii)isa legal, valid and binding obligation of the related Obligor, enforceable against such Obligor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity regardless of whether enforceability is considered in a proceeding in equityor at law and (iv) the payments thereunder are free and clear of any withholding Taxes;

(g) that has been transferred by an Originator to the Seller pursuant to the Purchase and Sale Agreement with respect to which transfer all conditions precedent under the Purchase and Sale Agreement have been met;

(h) that, together with the Contract related thereto, conforms in all material respects with all Applicable Laws (including any applicable laws relating to usury, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy);

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(i) withrespecttowhichallconsents,licenses,approvalsorauthorizationsof, or registrations or declarations with or notices to, any Governmental Authority or other Person required to be obtained, effected or given by an Originator in connection with the creation of such Receivable, the execution, delivery and performance by such Originator of the related Contract or the assignment thereof under the Purchase and Sale Agreement have been duly obtained, effected or given and are in full force and effect; providedthat the Seller and the Originators shall not be required to complywith anyAssignment of Claims Acts;

(j) that is not subject to any existing dispute, right of rescission, set-off, counterclaim, any other defense against the applicable Originator (or any assignee of such Originator) or Adverse Claim, and the Obligor of which holds no right as against the applicable Originator to cause such Originator to repurchase the goods or merchandise, the sale of which shall have given rise to such Receivable;

(k) thatsatisfiesallapplicablerequirementsoftheCreditandCollection Policy;

(l) that,togetherwiththeContractrelatedthereto,hasnotbeenmodified,

waived or restructured since its creation, except as permitted pursuant to Section 9.02of this Agreement); providedthat only such portion of such Receivable that is the subject of such modification, waiver or restructuring shall be deemed to be ineligible pursuant to the terms of this clause (l);

(m) in which the Seller owns good and marketable title, free and clear of any Adverse Claims, and that is freely assignable (including without any consent of the related Obligor or anyGovernmental Authority), and the payments thereon are free and clear of any, or increased to account for any applicable, withholding Taxes;

(n) for which the Administrative Agent (on behalf of the Secured Parties) shall have a valid and enforceable first priority perfected ownership or security interest therein and in the Related Security and Collections with respect thereto, in each case free and clear of any Adverse Claim;

(o) that (x) constitutes an “account”or “generalintangible” (asdefinedinthe UCC), (y) is not evidenced by instruments or chattel paper and (z) does not constitute, or arise from the sale of, as-extracted collateral (as defined in the UCC);

(p) thatisnotaDefaultedReceivable;

(q) for which no Originator, the Seller, the Parent, Performance Guarantor or theServicer has established anyoffset or nettingarrangements (includingcustomerdeposits and advance payments (including payments relating to unearned revenues)) with the related Obligor in connection with the ordinary course of payment of such Receivable; providedthat, if such Receivable is subject to any offset or netting arrangements, only the portion of such Receivable that is the subject of such offset or netting arrangements shall be deemed to be ineligible pursuant to the terms of this clause (q);

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(r) that represents amounts earned and payable by the Obligor that are not subjecttotheperformanceofadditionalservicesbytheOriginatorthereoforbytheSeller(other thanthedeliveryoftherelatedgoodsormerchandisewithrespecttoIn-TransitReceivables)and the related goods or merchandise shall have been shipped and/or services performed; provided, that if such Receivable is subject to the performance of additional services, only the portion of such Receivable attributable to such additional services shall be ineligible;

(s) which(i)does notarisefrom asaleofaccounts madeaspart of asaleofa business or constitute an assignment for the purpose of collection only, (ii) is not a transfer of a single account made in whole or partial satisfaction of a preexisting indebtedness or an assignmentofarighttopaymentunderacontracttoanassigneethatisalsoobligatedtoperform under the contract and (iii) is not a transfer of an interest in or an assignment of a claim under a policy of insurance;

(t) whichdoesnotrelatetothesaleofanyconsignedgoodsorfinishedgoods which have incorporated any consigned goods into such finished goods;

(u) for which the related Originator has recognized the related revenue on its financial books and records in accordance with GAAP; and

(v) forwhichneithertherelatedOriginatornoranyAffiliatethereofisholding any deposits received by or on behalf of the related Obligor; provided that only the portion of such Pool Receivable in an amount equal to such deposits shall be ineligible.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any rule or regulation issued thereunder.

“ERISA Affiliate” means, with respect to anyPerson, anycorporation, trade or business whichtogetherwiththePersonis amemberofacontrolledgroupofcorporationsoracontrolled group of trades or businesses and would be deemed a “single employer” within the meaning of Sections 414(b), (c), (m) of the Code or Section 4001(b) of ERISA.

“EventofTermination”hasthemeaningspecifiedinSection10.01.Fortheavoidanceof doubt, any Event of Termination that occurs shall be deemed to be continuing at all times thereafter unless and until waived in accordance with Section 14.01.

“ExcessConcentration”meansthesumofthefollowingamounts,withoutduplication:

(a) the sum of the amounts calculated for each of the Obligors equal to the excess(ifany)of(i)theaggregateOutstandingBalanceoftheEligibleReceivablesofsuch Obligor, over(ii) the product of (x) such Obligor’s Concentration Percentage, multipliedby(y) the Adjusted Eligible Receivables Balance; plus

(b) theexcess (if any)of (i)theaggregateOutstandingBalanceof all Eligible Receivables, the Obligor of which is a Governmental Authority, over(ii) the product of (x) 1.50%, multiplied by(y) the Adjusted Eligible Receivables Balance; plus

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(c) theexcess (if any)of (i)theaggregateOutstandingBalanceof all Eligible Receivables, the Obligor of which is incorporated, organized or existing under the laws of India (or anystate, province or otherpolitical subdivision thereof), over(ii) theproduct of (x)10.00% (providedthat, such percentage (A) may be reduced (to not less than 7.00%) by the Administrative Agent or any Purchaser (in each case, acting in its sole discretion) on five (5) Business Days’ prior written notice to the Seller and the Servicer and (B) if so reduced, may be subsequently increased (to not more than 10.00%) with the prior written consent of the Administrative Agent and the Majority Group Agents), multipliedby(y) the Adjusted Eligible Receivables Balance; plus

(d) the excess (if any)of (i)the aggregate OutstandingBalanceof all Eligible Receivables, the Obligor of which is incorporated, organized or existing under the laws of Canada (or any province or other political subdivision thereof), over(ii) the product of (x) 3.00%, multiplied by(y) the Adjusted Eligible Receivables Balance; plus

(e) the excess (if any) of (i) the aggregate Outstanding Balance of all Eligible Receivables, the Obligor of which is incorporated, organized or existing under the laws of countries(oranystates,provinces,orpoliticalsubdivisionthereforthereof),otherthantheUnited States of America, Canada, or India with a long-term foreign currencyrating of at least “BBB-” by S&P or “Baa3” by Moody’s, over(ii) the product of (x) 25.00% (providedthat, such percentage (A) may be reduced (to not less than 17.50%) by the Administrative Agent or any Purchaser (in each case, acting in its sole discretion) on five (5) Business Days’ prior written notice to theSellerand theServicerand(B)ifsoreduced,maybesubsequentlyincreased(tonot more than 25.00%) with the prior written consent of the Administrative Agent and the Majority Group Agents), multiplied by(y) the Adjusted Eligible Receivables Balance; plus

(f) the excess (if any) of (i) the aggregate Outstanding Balance of all Eligible Receivables, the Obligor of which is incorporated, organized or existing under the laws of countries(oranystates,provinces,orpoliticalsubdivisionthereforthereof),otherthantheUnited States of America, Canada, or India with a long-term foreign currency rating less than “BBB-” byS&Por“Baa3”byMoody’s,over(ii)theproductof(x)2.50%,multipliedby(y)theAdjusted Eligible Receivables Balance; plus

(g) the excess (if any) of (i) the aggregate Outstanding Balance of all Eligible Receivablesastowhichremainingpaymentterms(computedindaysandcalculatedbasedonthe differencebetweenthedateofdeterminationandthestatedduedateforpayment)ofinvoicesare for more than sixty (60) days but less than ninety-one (91) days, over (ii) the product of (x) 25.00%, multiplied by (y) the Adjusted Eligible Receivables Balance; plus

(h) the excess (if any) of (i) the aggregate Outstanding Balance of all Eligible Receivablesastowhichremainingpaymentterms(computedindaysandcalculatedbasedonthe differencebetweenthedateofdeterminationandthestatedduedateforpayment)ofinvoicesare for more than ninety (90) days but less than one-hundred-twenty-one (121) days, over (ii) the product of (x) 10.00%, multiplied by (y) the Adjusted Eligible Receivables Balance; plus

(i) the excess (if any) of (i) the aggregate Outstanding Balance of all Eligible Receivablesastowhichremainingpaymentterms(computedindaysandcalculatedbasedonthe differencebetweenthedateofdeterminationandthestatedduedateforpayment)ofinvoicesare

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for more than one-hundred-twenty (120) days but less than one-hundred-eighty-one (181) days, over (ii) the product of (x) 5.00%, multiplied by (y) the Adjusted Eligible Receivables Balance; plus

(j) theexcess (if any)of (i)theaggregateOutstandingBalanceof all Eligible Receivables that are In-Transit Receivables, over(ii) the product of (x) 7.5010.00%, multipliedby(y) the Adjusted Eligible Receivables Balance.

“Exchange Act” means the Securities Exchange Act of 1934, as amended or otherwise modified from time to time.

“Excluded Receivable” means any Receivable (without giving effect to the exclusion of “Excluded Receivables” from the definition of “Receivable”) that (a) meets all of the following criteria: (i) the Obligor of such Receivable is identified on Schedule Vhereto and (ii) such Receivable meets the additional criteria (if any) specified on such Schedule Vas being applicable to Receivables owing by such Obligor; providedthat such Schedule Vmay be amended or supplemented from time to time only by a written agreement executed by the Originators, the SPV, the Administrative Agent and each Group Agent (each, in its sole discretion), substantially in the form of Exhibit Lhereto or such other form acceptable to the Administrative Agent and the Group Agents or (b) is an Ineos TSA Receivable.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to an Affected Person or required to be withheld or deducted from a payment to an Affected Person: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case, (i) imposed as a result of such Affected Person being organized under the laws of, or having its principal office or, in the case of any Purchaser, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Purchaser, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Purchaser withrespect toanapplicableinterest in itsCapital orCommitmentpursuant to alaw ineffecton the date on which (i) such Purchaser funds an Investment or its Commitment or (ii) such Purchaser changes its lending office, except in each casetothe extentthat amounts with respect to such Taxes were payable either to such Purchaser’s assignor immediately before such Purchaser became a partyhereto or to such Purchaser immediatelybefore it changed its lending office and (c) any U.S. federal withholding Taxes imposed pursuant to FATCA.

“FacilityLimit” means (a) at anytime during Period 1, $80,000,000 and (b) at anytimeduringPeriod2,$70,000,000,ineachcase,asreducedfromtimetotimepursuantto Section2.02(e).ReferencestotheunusedportionoftheFacilityLimitshallmean,atanytimeof determination, an amount equal to (x) the Facility Limit at such time, minus(y) the Aggregate Capital at such time.

“FATCA” means Sections 1471 through 1474 of the Code, 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), any current or future regulations or official interpretations thereof, anyagreements entered into pursuant to Section1471(b)(1) of the Code, any applicable intergovernmental agreement entered into between the United States and any other Governmental

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Authority in connection with the implementation of the foregoing and any fiscal or regulatory legislation, rules or official practices adopted pursuant to any such intergovernmental agreement.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System, or any entity succeeding to any of its principal functions.

“FeeLetter”hasthemeaningspecifiedinSection2.03(a).

“Fees” has the meaning specified in Section 2.03(a).

“Final Payout Date” means the date on or after the Termination Date when (i) the Aggregate Capital has been reduced to zero and Aggregate Yield has been paid in full, (ii) the LC Participation Amount has been reduced to zero ($0) and no Letters of Credit issued hereunder remain outstanding and undrawn, (iii) all other Seller Obligations have been paid in full (other than contingent or unliquidated obligations for which no claim has been made and other obligations expressly stated to survive such payment and termination of this Agreement), (iv) all other amounts owing to the Purchaser Parties and any other Seller Indemnified Party or Affected Person hereunder and under the other Transaction Documents have been paid in full and (v) all accrued Servicing Fees have been paid in full.

“FinancialCovenant”meansanyoneofthe“financialcovenants”setforthinSection 7.11 of the Ashland Credit Agreement (or any replacement or successor to such section or any similar section or sections in anyreplacement senior credit agreement) at such time.

“FinancialCovenantAmendment”isdefinedinSection8.02(r).

“Financial Covenant Grace Period” is defined in clause (f)of the defined term “Servicer Default”.

“Financial Officer” of any Person means, the chief executive officer, the chief financial officer,the chief accountingofficer,theprincipalaccountingofficer,thecontroller,thetreasurer or the assistant treasurer of such Person.

“FiscalMonth”meanseachcalendarmonth.

“Fitch” means Fitch, Inc. and any successor thereto that is a nationally recognized statistical rating organization.

“Floor”meansarateofinterestequaltozero(0.00%)perannum.

“Foreign Receivable” means a Receivable, the Obligor of which is not a United States resident (or, if a corporation or other registered organization, the Obligor of which is not organized and in existence under the laws of the United States or any state or political subdivision thereof).

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“GAAP” means generally accepted accounting principles in the United States of America, consistently applied.

“GovernmentalActs”hasthemeaningsetforthinSection3.09.

“GovernmentalAuthority”meansthegovernmentoftheUnitedStatesofAmericaorany other nation, or of any political subdivision thereof, whether state or local, 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).

“Group” means, (i) for any Conduit Purchaser, such Conduit Purchaser, together with suchConduitPurchaser’sRelatedCommittedPurchasers,relatedGroupAgent,relatedLCBank (if any) and related LC Participants, (ii) for PNC, PNC as a Committed Purchaser, as an LC Participant,asanLCBankandasaGroupAgent,(iii)foranyotherPurchaserthatdoesnothave a related ConduitPurchaser,suchPurchaser,together withsuchPurchaser’s related LC Bank (if any), related LC Participants, related Group Agent and each other Purchaser for which such Group Agent acts as a Group Agent hereunder.

“Group A Obligor” means anyObligor (or its parent or majorityowner, as applicable, if suchObligorisnotrated)with(a)ashort-termratingofatleast:(i)“A-1”byS&Pand(ii)“P-1” by Moody’s; provided, however, if such Obligor is rated by only one of such rating agencies, thensuchObligorwillbea“GroupAObligor”ifitsatisfieseitherclause(i)orclause(ii)above, or(b) ifsuch Obligordoes not have ashort-termratingfromeitherS&P orMoody’s,(i) arating of “A” or better by S&P on such Obligor’s, its parent’s, or its majority owner’s (as applicable) long-term senior unsecured and uncredit-enhanced debt securities, and(ii) “A2” or better by Moody’s on such Obligor’s, its parent’s or its majorityowner’s (as applicable) long-term senior unsecured and uncredit-enhanced debt securities; provided, however, if such Obligor is rated by only one of such rating agencies, then such Obligor will be a “Group A Obligor” if it satisfies either clause (i)or clause (ii)above; provided, furtherthat, that if an Obligor (or its parent or majorityowner, as applicable, if such Obligor is not rated) receives a split rating from S&P and Moody’s, then such Obligor (or its parent or majority owner, as applicable) shall be deemed to have the lower of such ratings from each of S&P and Moody’s and such deemed rating shall be usedforthepurposesofwhethersuchratingsatisfies clauses(a)and(b)above.Notwithstanding the foregoing, any Obligor that is a Subsidiary of an Obligor that satisfies the definition of “Group A Obligor” shall be deemed to be a Group A Obligor and shall be aggregated with the Obligorthatsatisfiessuchdefinitionforthepurposesofdeterminingthe“ConcentrationReserve Percentage” and clause (a)of thedefinition of “ExcessConcentration”forsuchObligors,unless suchdeemedObligorseparatelysatisfiesthedefinitionof“GroupAObligor”,“GroupB Obligor”, or “Group C Obligor”, in which case such Obligor shall be separately treated as a Group A Obligor, a Group B Obligor or a Group C Obligor, as the case may be, and shall be aggregated and combined for such purposes with anyof its Subsidiaries that are Obligors.

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“Group Agent” means each Person acting as agent on behalf of a Group and designated astheGroupAgentforsuchGrouponthesignaturepagestothisAgreementoranyotherPerson who becomes a party to this Agreement as a Group Agent for any Group pursuant to an Assumption Agreement, an Assignment and Acceptance Agreement or otherwise in accordance with this Agreement.

“Group Agent’s Account”means, with respecttoanyGroup,theaccount(s)fromtimeto time designated in writing by the applicable Group Agent to the Seller and the Servicer for purposes of receiving payments to or for the account of the members of such Group hereunder.

“Group B Obligor” means any Obligor (or its parent or majority owner, as applicable, if suchObligorisnotrated)thatisnotaGroupAObligorwith(a)ashort-termratingofatleast:(i) “A-2” by S&P and(ii) “P-2” by Moody’s; provided, however, if such Obligor is rated by only one of such rating agencies, then such Obligor will be a “Group B Obligor” if it satisfies either clause(i)orclause(ii)above,or(b)ifsuchObligordoesnothaveashort-termratingfromeither S&P or Moody’s, (i) a rating of “BBB+” or better byS&P on such Obligor’s, its parent’s, or its majority owner’s (as applicable) long-term senior unsecured and uncredit-enhanced debt securities, and(ii) “Baa1” or better by Moody’s on such Obligor’s, its parent’s or its majority owner’s (as applicable) long-term senior unsecured and uncredit-enhanced debt securities; provided, however, if such Obligor is rated by only one of such rating agencies, then such Obligor will be a “Group BObligor” if it satisfies either clause(i)or clause(ii)above; provided, furtherthat, that if an Obligor (or its parent or majority owner, as applicable, if such Obligor is not rated) receives a split rating from S&P and Moody’s, then such Obligor (or its parent or majority owner, as applicable) shall be deemed to have the lower of such ratings from each of S&P and Moody’s and such deemed rating shall be used for the purposes of whether such rating satisfies clauses (a)and (b)above. Notwithstanding the foregoing, any Obligor that is a Subsidiaryof an Obligor that satisfies the definition of“Group BObligor”shall bedeemed to be a Group B Obligor and shall be aggregated with the Obligor that satisfies such definition for the purposes of determining the “Concentration Reserve Percentage” and clause (a)of the definition of“ExcessConcentration”forsuchObligors,unlesssuchdeemedObligorseparatelysatisfiesthe definition of “Group A Obligor”, “Group B Obligor”, or“Group C Obligor”, in which casesuch Obligor shall be separately treated as a Group A Obligor, a Group B Obligor or a Group C Obligor,asthecasemaybe,andshallbeaggregatedandcombinedforsuchpurposeswithanyof its Subsidiaries that are Obligors.

“Group C Obligor” means any Obligor (or its parent or majority owner, as applicable, if suchObligorisnotrated)thatisnotaGroupAObligororGroupBObligorwith(a)ashort-term rating of at least: (i) “A-3” by S&P and(ii) “P-3” by Moody’s; provided, however, if such Obligor is rated by only one of such rating agencies, then such Obligor will be a “Group BCObligor” if it satisfies either clause (i)or clause (ii)above, or(b) if such Obligor does not havea short-term rating from either S&P or Moody’s, (i) a rating of “BBB-” or better by S&P on such Obligor’s, its parent’s, or its majority owner’s (as applicable) long-term senior unsecured and uncredit-enhanceddebtsecurities,and(ii)“Baa3”orbetterby Moody’sonsuchObligor’s,its parent’soritsmajorityowner’s(asapplicable)long-termseniorunsecuredand uncredit-enhanced debt securities; provided, however, if such Obligor is rated by only one of such rating agencies, then such Obligor will be a “Group C Obligor” if it satisfies either clause (i)or clause (ii)above; provided, furtherthat, that if an Obligor (or its parent or majorityowner, as applicable, if such Obligor is not rated) receives a split rating from S&P and Moody’s, then suchObligor(oritsparent

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ormajorityowner,asapplicable)shallbedeemedtohavethelowerof such ratings from each of S&P and Moody’s and such deemed rating shall be used for the purposes of whether such rating satisfies clauses (a)and (b)above. Notwithstanding the foregoing,anyObligorthatisaSubsidiaryofanObligorthatsatisfiesthedefinitionof“GroupC Obligor” shall be deemed to be a Group C Obligor and shall be aggregated with the Obligor that satisfies such definition for the purposes of determiningthe “Concentration Reserve Percentage” andclause(a)ofthedefinitionof“ExcessConcentration”forsuchObligors,unlesssuchdeemed Obligor separatelysatisfies the definition of “Group A Obligor”, “Group B Obligor”, or “Group C Obligor”, in which case such Obligor shall be separately treated as a Group A Obligor, a Group B Obligor or a Group C Obligor, as the case may be, and shall be aggregated and combined for such purposes with any of its Subsidiaries that are Obligors.

“Group Commitment” means, with respect to any Group, at any time of determination, the aggregate Commitments of all Committed Purchasers within such Group.

“Group D Obligor” means any Obligor that is not a Group A Obligor, Group B Obligor orGroup CObligor; provided,thatanyObligor(oritsparentormajorityowner,asapplicable,if such Obligor is unrated) that is not rated byboth Moody’s and S&P shall be a Group D Obligor.

“GuaranteedObligations”hasthemeaningsetforthinSection14.01.

“Guaranty”means,withrespecttoanyPerson,anyobligationofsuchPersonguarantying or in effect guarantying any Debt, liability or obligation of any other Person in any manner, whether directly or indirectly, including any such liability arising by virtue of partnership agreements, including any agreement to indemnify or hold harmless any other Person, any performancebond orothersuretyship arrangement and anyother form of assurance againstloss, except endorsement of negotiable or other instruments for deposit or collection in the ordinary course of business.

“Immaterial Subsidiary” means as of any date of determination, any Subsidiary that, together with its Subsidiaries on a consolidated basis, during (or, in the case of assets, as of the last day of) the twelve months preceding such date of determination accounts for (or to which maybe attributed) 5.0% or less of the net income or assets (determined on a consolidatedbasis) ofAshlandanditsSubsidiariesduring(or,inthecaseofassets,asofthelastdayof)suchtwelve month period; provided that, as of any date of determination, the aggregate consolidated net income or assets for all Immaterial Subsidiaries during (or, in the case of assets, as of the last day) of the twelve months preceding such date of determination shall not exceed 10.0% of the total net income or assets of Ashland and its Subsidiaries during (or, in the case of assets, as of the last day of) such twelve month period.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respecttoanypaymentmadebyoronaccountofanyobligationoftheSelleroranyofits AffiliatesunderanyTransactionDocumentand(b)totheextentnototherwisedescribedin clause (a)above, Other Taxes.

“IndependentDirector”hasthemeaningsetforthinSection8.03(c).

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“Ineos TSA Receivable” means a Receivable owing by IneoIneosGroup Ltd. or any Subsidiary thereof arising from the provision of services by any Originator pursuant to the Transition Services Agreement, dated as of August 30, 2019, by and among Ashland, as seller, and INEOS Enterprises Holdings Limited, a corporation organized under the laws of England and Wales, as recipient.

“InformationPackage”meansareport,insubstantiallytheformofExhibitG.

“Initial Schedule of Sold Receivables” means the list identifying all Sold Receivables as of the Closing Date, which list is attached as Schedule IVhereto.

“Insolvency Proceeding” means (a) any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors or (b) any general assignment for the benefit of creditors of a Person, composition, marshaling of assets for creditors of a Person, or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors, in each of clauses (a) and (b)undertaken under U.S. Federal, state or foreign law, including the Bankruptcy Code.

“Intended Tax Treatment” has the meaning set forth in Section 15.14.

“IntercompanyLoan”hasthemeaningsetforthinthePurchaseandSaleAgreement.

“Intercompany Loan Agreement” has the meaning set forth in the Purchase and Sale Agreement.

“InternationalTradeLaws”means all Laws relatingtoeconomicandfinancialsanctions, trade embargoes, export controls, customs and anti-boycott measures.

“Investment” means any payment of Capital to the Seller by a Purchaser pursuant to Section 2.01(a) or 2.02.

“InvestmentCompanyAct”meansthe InvestmentCompanyActof1940, as amendedor otherwise modified from time to time.

“Investment Request” means a letter in substantially the form of Exhibit Ahereto executedanddeliveredbytheSellertotheAdministrativeAgentandtheGroupAgentspursuant to Section 2.02(a).

“In-Transit Receivable” means, at any time of determination, any Receivable arising in connectionwiththesaleofanygoodsormerchandisethatasofsuchtime,havebeenshippedbut not delivered to the related Obligor.

“Issuance” means the issuance of any Letter of Credit or any modification, extension or renewal of any Letter of Credit.

“LC Bank” means PNC and each other Person that is or becomes a party to this Agreement in the capacity of an “LC Bank”.

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“LC Collateral Account” means, with respect to each LC Bank, the account at any time designated as the LC Collateral Account for such LC Bank and established and maintained by the Administrative Agent (for the benefit of such LC Bank and the Related LC Participants), or such other account as may be so designated as such by the Administrative Agent. As of the Closing Date, no such account(s) have been opened.

“LCFeeExpectation”hasthemeaningsetforthinSection3.05(c).

“LC Participant” means each Person listed as such (and its respective Commitment) for each Group as set forth on the signature pages of this Agreement or in any Assumption Agreement.

“LC Participation Amount” means at anytime of determination, the sum of the amounts then available to be drawn under all outstanding Letters of Credit.

“LC Request” means a letter in substantially the form of Exhibit Ahereto executed and delivered by the Seller to the Administrative Agent, the applicable LC Bank and the Group Agents pursuant to Section 3.02(a).

“LCR Security” means any commercial paper or security (other than equity securities issued to Parent or any Originator that is a consolidated subsidiary of Parent, under GAAP) within themeaningofParagraph.32(e)(viii) ofthefinalrules titled LiquidityCoverageRatio; LiquidityRisk Measurement Standards, 79 Fed. Reg. 197, 61440 et seq. (October 10, 2014).

“LetterofCredit”meansanystand-byletterofcreditissuedbyanLCBankattherequest of the Seller pursuant to this Agreement.

“LetterofCreditApplication”hasthemeaningsetforthinSection3.02(a).

“Liquidity Agent” means any bank or other financial institution acting as agent for the various Liquidity Providers under each Liquidity Agreement.

“Liquidity Agreement” means any agreement entered into in connection with this Agreement pursuant to which a Liquidity Provider agrees to make purchases or advances to, or purchase assets from, any Conduit Purchaser in order to provide liquidity for such Conduit Purchaser’s Capital and Notes.

“LiquidityProvider”meanseachbankorotherfinancialinstitutionthatprovidesliquidity support to any Conduit Purchaser pursuant to the terms of a Liquidity Agreement.

“Lock-Box” means each locked postal box with respect to which a Collection Account BankhasexecutedanAccountControlAgreementpursuanttowhichithasbeengranted exclusiveaccessforthepurposeofretrievingandprocessingpaymentsmadeontheReceivables and which is listed on Schedule II(as such schedule may be modified from time to time in connection with the addition or removal of anyLock-Box in accordance with the terms hereof).

“Loss Horizon Months” means, with respect to calculating the “Loss Horizon Ratio” (as of the last dayof the applicable Fiscal Month), the sum of the sum of (a) 3.25plus(b) an amount equaltothegreaterof(i)zeroand(ii)thequotientof(x)theremainderof(A)anamountequalto

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theweightedaverageremainingpaymenttermsofallEligibleReceivablesminus(B)30,dividedby(y)30;providedthatwithrespecttoanyfractionofaFiscalMonthforpurposesofcalculating the“LossHorizonRatio”,theaggregateinitialOutstandingBalanceofallPoolReceivables generatedbytheOriginatorsduringsuchfractionofaFiscalMonthshallbecalculatedasa percentage of the aggregate initial Outstanding Balance of all Pool Receivables generated bythe Originators during the applicable Fiscal Month.

“Loss Horizon Ratio” means, at any time of determination, the ratio (expressed as a percentage and rounded to the nearest 1/100 of 1%, with 5/1000th of 1% rounded upward) computed by dividing:

(a) the aggregate initial Outstanding Balance of all Pool Receivables generated bythe Originatorsduringthemost recentnumberofLossHorizonMonths(endingon the last day of the applicable Fiscal Month); by

(b) theNetReceivablesPoolBalanceasofsuchdate.

“Loss Reserve Percentage” means, at any time of determination, the product (expressed as a percentage and rounded to the nearest 1/100thof 1%, with 5/1000thof 1% rounded upward) of (a) 2.00, multipliedby(b) the highest average of the Default Ratios for any three (3) consecutiveFiscalMonthsduringthetwelve(12)mostrecentFiscalMonths,multipliedby (c) theLossHorizonRatio.

“Majority Group Agents” means one or more Group Agents which in its Group, or their combined Groups, as the case may be, have Committed Purchasers representing more than 66 2/3% of the aggregate Commitments of all Committed Purchasers in all Groups (or, if the Commitments have been terminated, have Purchasers representing more than 66 2/3% of the aggregate outstanding Capital held byall the Purchasers in all Groups); provided, however, that in no event shall the Majority Group Agents include fewer than two (2) Group Agents at any time when there are two (2) or more Groups.

“Material Adverse Effect” means relative to any Person (provided that if no particular Person is specified, “Material Adverse Effect” shall be deemed to be relative to the Seller, the Servicer and the Originators, individually and in the aggregate) with respect to any event or circumstance, a material adverse effect on any of the following:

(a) the assets, operations, business or financial condition of the Seller, the Servicer, the Performance Guarantors (taken as a whole) or any Originator;

(b) the ability of the Seller, the Servicer, any Performance Guarantor or any OriginatortoperformitsobligationsunderthisAgreementoranyotherTransactionDocumentto which it is a party;

(c) the validity or enforceability of this Agreement or any other Transaction Document, or the validity, enforceability, value or collectibility of any material portion of the Pool Receivables;

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(d) the status, perfection, enforceability or priority of the Administrative Agent’s ownership or security interest in the Sold Assets or Seller Collateral; or

(e) the rights and remedies of any Purchaser Party under the Transaction Documents or associated with its respective interest in the Sold Assets or the Seller Collateral.

“Material Subsidiary” means any Subsidiary that is not an Immaterial Subsidiary.

“MinimumDilutionReservePercentage”means,atanytimeofdetermination,the product(expressedasapercentageandroundedtothenearest1/100thof1%,with5/1000thof1% rounded upward) of (a) the average of the Dilution Ratios for thetwelve (12) most recent Fiscal Months, multiplied by(b) the Dilution Horizon Ratio.

“Minimum Funding Threshold” means, on any day, an amount equal to the lesser of (a) the product of (i) 40.00% times(ii) the Facility Limit at such time and (b) the Capital Coverage Amount at such time.

“Monthly Settlement Date” means the twentieth (20th) dayof each calendar month (or if such day is not a Business Day, the next occurring Business Day).

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto that is a nationally recognized statistical rating organization.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which the Seller, the Servicer, any Originator, the Parent or any of their respective ERISAAffiliates(otherthanoneconsideredanERISAAffiliateonlypursuanttosubsection(m) or (o) of Section 414 of the Code) is makingor accruing anobligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.

“Net Receivables Pool Balance” means, at any time of determination:(a) the Adjusted Eligible Receivables Balance, minus(b) the Excess Concentration.

“Notes” means short-term promissory notes issued, or to be issued, by any Conduit Purchaser to fund its investments in accounts receivable or other financial assets.

“NoticeDate”hasthemeaningsetforthinSection3.02(b).

“Obligor”means,withrespecttoanyReceivable,thePersonobligatedtomakepayments pursuant to the Contract relating to such Receivable.

“Obligor Percentage” means, at any time of determination, for each Obligor, a fraction, expressed as a percentage, (a) the numerator of which is the aggregate Outstanding Balance of the EligibleReceivables ofsuch Obligorand itsAffiliates less theamount (ifany)thenincluded inthecalculation of theExcessConcentrationwithrespect tosuchObligoranditsAffiliates and (b)thedenominatorofwhichistheAdjustedEligibleReceivablesBalance.

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

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“OffsetPayablesReductionAmount”meansanamountequalto3.0%oftheOutstanding Balance of all Receivables as of such date of determination; provided that in connection with their receipt of each annual audit received pursuant to Section 8.01(g)or Section 8.02(e), the GroupAgentsintheirreasonablecreditjudgmentandafterevaluationoftheresultsofsuchaudit may increase such percentage to an amount not to exceed 8.0% so long as (x) such increase is approvedbytheMajorityGroupAgentsand(y)theAdministrativeAgenthasprovidedtheSeller and the Servicer with at least ten (10) Business Days’ advance notice of such increase.

“Order”hasthemeaningsetforthinSection3.10.

“Originator” and “Originators” have the meaning set forth in the Purchase and Sale Agreement, as the same may be modified from time to time by adding new Originators or removing Originators, in each case in accordance with the prior written consent of the Administrative Agent.

“OtherConnectionTaxes”means,withrespecttoanyAffectedPerson,Taxesimposedas a result of a present or former connection between such Affected Person and the jurisdiction imposing such Tax (other than connections arising from such Affected Person having executed, delivered,becomeapartyto,performeditsobligationsunder,receivedpaymentsunder,received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Transaction Document, or sold or assigned an interest in any Capital or Transaction Document).

“Other Taxes” means any and all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes or any other excise or property Taxes, charges or similar levies or fees arising from anypayment made hereunder or fromtheexecution,delivery, filing, recording,performance, enforcementor registrationof, fromthereceiptorperfectionofa security interest under, or otherwise in respect of, this Agreement, the other Transaction Documents and the other documents or agreements to be delivered hereunder or thereunder.

“Outstanding Balance” means, at any time of determination, with respect to any Receivable, the then outstanding principal balance thereof.

“Overnight Bank FundingRate”meansforanyday,theratecomprisedofbothovernight federal funds and overnight eurocurrency borrowings by U.S.-managed banking offices of depositoryinstitutions, as such composite rate shall be determined bythe Federal Reserve Bank ofNewYork(“NYFRB”),assetforthonitspublicwebsitefromtimetotime,andaspublished on the next succeeding Business Day as the overnight bank funding rate by the NYFRB (or by such other recognized electronic source (such as Bloomberg) selected by the Administrative Agent for the purpose of displaying such rate); provided, that if such day is not a Business Day, the Overnight Bank Funding Rate for such day shall be such rate on the immediately preceding Business Day; provided, further, that if such rate shall at any time, for any reason, no longer exist, a comparable replacement rate determined by the Administrative Agent at such time (which determination shall be conclusive absent manifest error). If the Overnight Bank Funding Ratedeterminedasabovewouldbelessthanzero,thensuchrateshallbedeemedtobezero.The rate of interest charged shall be adjusted as of each Business Day based on changes in the Overnight Bank Funding Rate without notice to the Seller.

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“Parent”meansAshland.

“Parent Group” has the meaning set forth in Section 8.03(c).

“Participant” has the meaning set forth in Section 15.03(e).

“Participant Register” has the meaning set forth in Section 15.03(f).

“ParticipationAdvance”hasthemeaningsetforthinSection3.04(b).

“PATRIOT Act” has the meaning set forth in Section 15.15.

“PBGC”meansthePensionBenefitGuarantyCorporation,oranysuccessorthereto.

“Pension Plan” means an employee pension benefit plan as defined in Section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a Multiemployer Plan) and to which anyOriginator,theSelleroran ERISAAffiliateofanyofthem mayhaveanyliability,including anyliabilitybyreasonofhavingbeenasubstantialemployerwithinthemeaningofSection4063 of ERISA or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.

“Percentage” means, at any time of determination, with respect to any Committed Purchaser, a fraction (expressed as a percentage), (a) the numerator of which is (i) prior to the termination of all Commitments hereunder, its Commitment at such time or (ii) if all Commitments hereunder have been terminated, the aggregate outstanding Capital of all PurchasersinsuchCommittedPurchaser’sGroupatsuchtimeand(b)thedenominatorofwhich is (i) prior to the termination of all Commitments hereunder, the aggregate Commitments of all Committed Purchasers at such time or (ii) if all Commitments hereunder have been terminated, the Aggregate Capital at such time.

“Performance Guarantor” means Ashland and any other Person that becomes a party to the Performance Guaranty as a guarantor thereunder.

“Performance Guaranty” means the Fourth Amended and Restated Parent Undertaking, dated as of August 1, 2022, by Ashland, as guarantor, in favor of the Administrative Agent for the benefit of the Secured Parties.

“Period 1” means the period beginning on (and including) September 13, 2024 to (andincluding) December 31, 2024.

“Period 2” means the period beginning on (and including) January 1, 2025 to theTermination Date.

“Permitted Linked Account” means (i) with respect to Truist Bank, SPV’s account number ending in 3352 at Truist Bank, and (ii) with respect to Bank of America, N.A., none.

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“Person” means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, limited liability company or other entity, or any Governmental Authority.

“PINACLE” means PNC’s PINACLE® credit management service and any and allservices and systems provided or used in connection therewith, and any similar or replacementelectronic credit administration services implemented by PNC.

“PINACLE Agreement” means a separate written agreement between Seller and PNCregarding PINACLE, and any amendments, modifications or replacements thereof.

“PNC”hasthemeaningsetforthinthepreambletothisAgreement.

“Pool Receivable” means a Receivable in the Receivables Pool.For the avoidance of doubt, the Pool Receivables shall include both Sold Receivables and Unsold Receivables.

“Portion of Capital” means, with respect to any Purchaser and its related Capital, the portionofsuchCapitalbeingfundedormaintainedbysuchPurchaserbyreferencetoaparticular interest rate basis.

“ProRataShare”shallmean,astoanyLCParticipant,afraction,thenumeratorofwhich equals the Commitment of such LC Participant at such time and the denominator of which equals the aggregate of the Commitments of all LC Participants at such time.

“Program Support Agreement” means and includes any Liquidity Agreement and any otheragreemententeredintobyanyProgramSupportProviderprovidingfor:(a)theissuanceof one or moreletters of credit for the account of anyConduit Purchaser, (b) theissuance of one or more surety bonds for which any Conduit Purchaser is obligated to reimburse the applicable ProgramSupportProvider for anydrawingsthereunder,(c)thesalebyanyConduitPurchaserto any Program Support Provider of any Capital (or portions thereof or participation interest therein) maintained by such Conduit Purchaser and/or (d) the making of loans and/or other extensions of credit to any Conduit Purchaser in connection with such Conduit Purchaser’s receivables-securitization program contemplated in this Agreement, together with any letter of credit, surety bond or other instrument issued thereunder.

“ProgramSupportProvider”means andincludes, with respect to anyConduitPurchaser, any Liquidity Provider and any other Person (other than any customer of such Conduit Purchaser)noworhereafterextendingcreditorhavingacommitmenttoextendcredittoorfor theaccountof,ortomakepurchasesfrom,suchConduitPurchaserpursuanttoany Program Support Agreement.

“PurchaseandSaleAgreement”meansthePurchaseandSaleAgreement,datedasofthe Closing Date, among the Servicer, the Originators and the Seller.

“Purchase and Sale Termination Event” has the meaning set forth in the Purchase and Sale Agreement.

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“Purchaser Party” means each Purchaser, the LC Banks, each LC Participant, the AdministrationAdministrativeAgent and each Group Agent.

“Purchasers” means the Conduit Purchasers, the LC Banks and the Committed Purchasers.

“Rating Agency” meanmeanseach of S&P, Fitch and Moody’s (and/or each other rating agency then rating the Notes of any Conduit Purchaser).

“Receivable”meansanyrighttopaymentofamonetaryobligation,whetherornotearned by performance, owed to any Originator or the Seller (as assignee of an Originator), whether constituting an account, chattel paper, payment intangible, instrument or general intangible, in each instance arising in connection with the sale of goods that have been or are to be sold or for services rendered or to be rendered, and includes, without limitation, the obligation to pay any service charges, finance charges, interest, fees and other charges with respect thereto ; provided, however, that “Receivable” shall not include anysuch right to payment of a monetaryobligation that is an Excluded Receivable.Any such right to payment arising from any one transaction, including, without limitation, any such right to payment represented by an individual invoice or agreement, shall constitute a Receivable separate from a Receivable consisting of anysuch right to payment arising from any other transaction.

“Receivables Pool” means, at any time of determination, all of the then outstanding Receivables(includingbothSoldReceivablesandUnsoldReceivables)transferred(orpurported to be transferred) to the Seller pursuant to the Purchase and Sale Agreement prior to the Termination Date.

“Register”hasthemeaningsetforthinSection15.03(c).

“Related Committed Purchaser” means with respect to any Conduit Purchaser, each Committed Purchaser listed as such for each Conduit Purchaser as set forth on the signature pages of this Agreement or in any Assumption Agreement.

“Related Conduit Purchaser” means, with respect to any Committed Purchaser, each Conduit Purchaser which is, or pursuant to any Assignment and Acceptance Agreement or AssumptionAgreementorotherwisepursuanttothisAgreementbecomes,includedasaConduit PurchaserinsuchCommittedPurchaser’sGroup,asdesignatedonitssignaturepageheretoorin such Assignment and Acceptance Agreement, Assumption Agreement or other agreement executed by such Committed Purchaser, as the case may be.

“RelatedRights”hasthemeaningsetforthinSection1.1ofthePurchaseandSale Agreement.

“RelatedSecurity”means,withrespecttoanyReceivable:

(a) all of the Seller’s and each Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivable;

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(b) allinstrumentsandchattelpaperthatmayevidencesuchReceivable;

(c) all other security interests or liens and property subject thereto from time to time purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all UCC financing statements or similar filings relating thereto;

(d) all of the Seller’s and each Originator’s rights, interests and claims under the related Contracts and all supporting obligations, guaranties, indemnities, letters of credit (including any letter-of-credit rights), insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise;

(e) all books and records of the Seller and each Originator to the extent related to anyof theforegoing, and all rights, remedies, powers,privileges, titleand interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any CollectionsorotherproceedswithrespecttosuchReceivablesmaybedeposited,andanyrelated investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC);

(f) all of the Seller’s rights, interests and claims under the Purchase and Sale Agreement and the other Transaction Documents; and

(g) allCollectionsandotherproceeds(asdefinedintheUCC)ofanyofthe foregoing.

“Release”hasthemeaningsetforthinSection4.01(a).

“Reportable Compliance Event” means that: (a) any Covered Entity becomes a Sanctioned Person, or is charged by indictment, criminal complaint, or similar charging instrument, arraigned, custodially detained, penalized or the subject of an assessment for a penalty,by,orentersintoasettlementwithanOfficialBodyinconnectionwithany Anti-CorruptionLaw,Anti-MoneyLaunderingLaworInternationalTradeLaw,oranypredicate crime to anyAnti-Corruption Law, Anti-MoneyLaunderingLaw or International Trade Law, or has knowledge of facts or circumstances to the effect that it is reasonably likely that any aspect of its operations represents a violation of any Anti-Corruption Law, Anti-Money Laundering LaworInternationalTradeLaw;(b)anyCoveredEntityengagesin atransactionthathascaused orwouldcauseanyPersonhereunder(includinganyPurchaserPartyandanyunderwriter, advisor,investor,orotherwise)tobeinviolationofanyInternationalTradeLawor Anti-Corruption Law, including a Covered Entity’s use of any proceeds of the Investments hereunder to directly or indirectly fund any activities or business of, with, or for the benefit of any Person that is a Sanctioned Person, or to fund or facilitate anyactivities or business of or in anySanctioned Jurisdiction; (c) anySupporting Assets qualifies as Blocked Property;or (d) any Covered Entity otherwise violates, or reasonably believes that it will violate, any of the InternationalTradeLaw-orAnti-CorruptionLaw-specificrepresentationsandcovenantsherein.

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“Reportable Event” means anyreportable event as defined in Section 4043(c) of ERISA or the regulations issued thereunder with respect to a Pension Plan (other than a Pension Plan maintained by an ERISA Affiliate which is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Code).

“Representatives”hasthemeaningsetforthinSection15.06(c).

“Responsible Officer” means: (a) in the case of a corporation, its president, senior vice president, any vice president or treasurer, assistant treasurer, any manager of debt, and, in any case where two Responsible Officers are acting on behalf of such corporation, the second such Responsible Officer may be a secretary or assistant secretary; (b) in the case of a limited partnership, the Responsible Officer of the general partner, acting on behalf of such general partner in its capacity as general partner; (c) in the case of a limited liability company, the president, chief operating officer, chief financial officer, treasurer, assistant treasurer, executive vicepresident,seniorvicepresident,orvicepresidentofsuchlimitedliabilitycompanyorofthe manager, managing member or sole member of such limited liabilitycompany, acting on behalf of such manager, managing member or sole member in its capacity as manager, managing member or sole member, and (d) in the case of a general partnership, the chairman, chief executive officer, president, chief operating officer, chief financial officer, treasurer, assistant treasurer,executivevicepresident,seniorvicepresident,orvicepresident,or,ifindividuals,any of the partners of such general partnership.

“ReimbursementObligation”hasthemeaningsetforthinSection3.04(a).

“Restricted Payments” has the meaning set forth in Section 8.01(r).

“Required Capital Amount” means $10,500,000.

“Returned Goods” means all right, title and interest in and to returned, repossessed or foreclosed goods and/or merchandise the sale of which gave rise to a Receivable; providedthat such goods shall no longer constitute Returned Goods after a Deemed Collection has been deposited in a Collection Account with respect to the full Outstanding Balance of the related Receivables.

“S&P” means S&P Global Ratings, a division of S&P Global Inc., and any successor thereto that is a nationally recognized statistical rating organization.

“Sale Date” means each of the following: (a) the Closing Date, (b) the date of each Investment, (c) the last dayof each Fiscal Month unless theSeller has (in its discretion)notified theAdministrativeAgentandeachPurchaserinwritingthatsuchdayshallnotbeaSaleDate, and (d) eachotherday(ifany)designatedas a“SaleDate”bytheSellerin itsdiscretion byprior written notice thereof to the Administrative Agent and each Purchaser; provided, however, that no Sale Date shall occur on or after the Termination Date.

“Sanctioned Jurisdiction” means, at any time, a country, area, territory, or jurisdiction that is the subject or target of comprehensive U.S. sanctions.

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“Sanctioned Person”means any Person that is (a) located in, organized under the laws of, or ordinarily resident in a Sanctioned Jurisdiction; (b) identified on anysanctions-related list maintained by any Compliance Authority; or (c) owned 50% or more, in the aggregate, directly or indirectly by, controlled by, or acting for, on behalf of, or at the direction of, one or more Persons described in clauses (a)or (b)above.

“ScheduledTerminationDate”meansSeptember11July28,20262028,assuchdatemay be extended from time to time.

“SEC” means the U.S. Securities and Exchange Commission or any governmental agencies substituted therefor.

“Secured Parties” means each Purchaser Party, each Seller Indemnified Party and each Affected Person.

“Securities Act” means the Securities Act of 1933, as amended or otherwise modifiedfrom time to time.

“Seller”hasthemeaningspecifiedinthepreambletothisAgreement.

“Seller Collateral” has the meaning set forth in Section 14.09.

“Seller Guaranty” has the meaning set forth in Section 14.01.

“SellerIndemnifiedAmounts”hasthemeaningsetforthinSection13.01(a).

“Seller Indemnified Party” has the meaning set forth in Section 13.01(a).

“Seller Obligation Final Due Date” means the date that (i) is one hundred eighty (180) days following the Scheduled Termination Date or (ii) such earlier date on whichtheAggregate Capital becomes due and payable pursuant to Section 10.01.

“Seller Obligations” means all present and future indebtedness, reimbursement obligations, and other liabilities and obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Seller to any Purchaser Party, Seller Indemnified Party and/or any Affected Person, arising under or in connection with this Agreement or any other Transaction Document or the transactions contemplatedherebyorthereby,andshallinclude,withoutlimitation,allobligationsoftheSeller in respect of the Seller Guaranty and the payment of all Capital, Yield, Fees, reimbursement for drawings under the Letters of Credit, and other amounts due or to become due under the TransactionDocuments(whetherinrespectoffees,costs,expenses,indemnificationsor otherwise),including,withoutlimitation,interest,feesandotherobligationsthataccrueafterthe commencementofanyInsolvencyProceedingwithrespecttotheSeller(ineachcasewhetheror not allowed as a claim in such proceeding).

“Seller-RelatedParty”meanseachoftheSeller,theServicer,thePerformanceGuarantor, the Parent, the Originators and any other Affiliate of the Parent from time to time party to any Transaction Document.

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“Seller’s Net Worth” means, at any time of determination, an amount equal to (i) the aggregate Outstanding Balance of all Pool Receivables at such time, minus (ii) the sum of (A) the Aggregate Capital plus the Adjusted LC Participation Amount at such time, plus (B) the Aggregate Yield atsuchtime,plus (C)the aggregate accrued andunpaid Fees atsuchtime,plus (D) the aggregate outstanding principal balance owing under each Intercompany Loan Agreement at such time, plus (E) the aggregate accrued and unpaid interest owing under each IntercompanyLoan Agreement at suchtime,plus (F)withoutduplication,theaggregateaccrued and unpaid other Seller Obligations at such time.

“Servicer”hasthemeaningsetforthinthepreambletothisAgreement.

“ServicerDefault”meanstheoccurrenceofanyoneormoreofthefollowingevents:

(a) The Servicer (i) to the extent required hereunder on behalf of the Seller, shall fail to pay when due, any accrued Yield or to make any reduction or repayment of the Capital and such failure continues for one (1) Business Day, (ii) shall fail to transfer Collections received by the Servicer to a Collection Account at such times required under the terms hereof andsuchfailurecontinuesfortwo(2)BusinessDays,(iii)shalldefaultintheperformanceofany payment (other than those covered by clauses (i)and (ii)above) or shall fail to observe or perform in any material respect any term, covenant or agreement under Section 8.02(b)(ii)and such failure continues for two (2) Business Days, (iv) shall fail to observe or perform in any material respect any term, covenant or agreement on the Servicer’s part to be performed under Section 8.02(c)(conduct of business), Section 8.02(g)(extension or amendment of pool receivables), Section 8.02(f)(payments on receivables, collection accounts), Section 8.02(h)(change in credit and collection policy) or Section 8.02(k) (change in payment instructions to obligors) (any of the preceding parenthetical phrases in this clause (iv)are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof),(v)shallfailtoobserveorperformanyotherterm,covenantoragreementtobeobserved or performed by it under Section 4.01, or (vi) shall fail to observe or perform in any material respect any other term, covenant or agreement hereunder or under any of the other Transaction DocumentstowhichsuchPersonisapartyorbywhichsuchPersonisbound,andsuchfailurein the case of this clause (vi)shall remain unremedied for thirty (30) days after the earlier to occur of (A) receipt of notice thereof from any Group Agent, any Purchaser or the Administrative Agent or (B) knowledge thereof by a Responsible Officer; or

(b) any representation, warranty, certification or statement made by the Servicer in this Agreement, in the Purchase and Sale Agreement or in any of the other Transaction Documents or in any certificate or report delivered by it pursuant to any of the foregoingshallprovetohavebeenincorrectinanymaterialrespect(exceptanyrepresentationor warranty qualified by materiality or by reference to a material adverse effect, which shall prove to have been incorrect in any respect) when made or confirmed and such circumstance shall remain uncured for thirty(30) days after the earlier to occur of (i) receipt of notice thereof from any Group Agent, any Purchaser or the Administrative Agent or (ii) knowledge thereof by a Responsible Officer; provided that no such representation, warranty, or certification hereunder shall be deemed to be incorrect or violated to the extent any affected Receivable is subject to a Deemed Collection and all required amounts with respect to such Receivable have been deposited into a Collection Account; or

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(c) (i) failure of the Servicer (if the Servicer is not also an Originator) to pay when due (subject to the delivery of any required notice, the expiration of any permitted grace period or both) anyamounts dueunder anyagreement to which theServicer is apartyand under which any Debt having an aggregate outstanding principal amount (including amounts owing to all creditors under any combined or syndicated credit agreement) of greater than $100,000,000 shall be outstanding; (ii) the default by the Servicer (if the Servicer is not also an Originator) (subject to the delivery of any required notice, the expiration of any permitted grace period or both) in the performance of any term, provision or condition contained in any agreement to whichtheServiceris aparty(otherthanbreach ofanyFinancialCovenant)andunderwhichany Debt owing by it greater than $100,000,000 was created or is governed, regardless of whether such event is an “event of default” or “default” under any such agreement, if the effect of such default is to cause, or to permit the holder of such Debt to cause, such Debt to become due and payable prior to its stated maturity; or (iii) anyDebt owing bythe Servicer (if the Servicer is not alsoanOriginator)greaterthan$100,000,000shallbedeclaredtobedueandpayableorrequired to be prepaid (other than bya regularlyscheduled payment) prior to its stated maturity; or

(d) there is entered against the Servicer or any Material Subsidiary thereof (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments and orders) exceeding $100,000,000 (to the extent not covered by independent third-party insurance as to which the insurer is rated at least “A” by A.M. Best Company,hasbeennotifiedofthepotentialclaimanddoesnotdisputecoverage),or(ii)anyone or more non-monetary final judgments that have, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedingsarecommencedbyanycreditoruponsuchjudgmentororder,or(B)thereisaperiod often(10)consecutivedaysduringwhichastayofenforcementofsuchjudgment,byreasonofa pending appeal or otherwise, is not in effect; or

(e) anyInsolvencyProceedingshallbeinstitutedbyoragainsttheServiceror any of its Material Subsidiaries; or

(f) the Servicer breaches a Financial Covenant or a Deemed Financial Covenant, as applicable; provided that, with respect to a breach of a Financial Covenant, (i) so long as Ashland is in good faith pursuing a waiver under the Ashland Credit Agreement, the breach of such Financial Covenant shall not constitute a Servicer Default until thirty (30) days afterAshlandreceivesnoticeorotherwiseobtainsknowledgeofsuchbreach (the“FinancialCovenantGrace Period”) and (ii) to the extent any such breach of a Financial Covenant is cured by Ashland or waived by the lenders under the Ashland Credit Agreement withinthe FinancialCovenant GracePeriod,therelatedServicerDefaulthereundershallalsobe deemed waived automatically but only so long as such waiver is granted at a time when each Group Agent (or its Affiliates) is then also a party to the Ashland Credit Agreement and a majority of such Group Agents (being those Group Agents that hold Group Commitments aggregating in excess of 50% of the Facility Limit as of such date) have consented to such waiver under the Ashland Credit Agreement (it being understood that the vote of Affiliates of a Group Agent party to the Ashland Credit Agreement shall be considered for purposes of determining consent).

“Servicer Indemnified Amounts” has the meaning set forth in Section 13.02(a).

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“Servicer Indemnified Party” has the meaning set forth in Section 13.02(a).

“Servicing Fee” means the fee referred to in Section 9.06(a)of this Agreement.

“ServicingFeeRate”meanstheratereferredtoinSection9.06(a)ofthisAgreement.

“Settlement Date” means with respect to any Portion of Capital for any Yield Period or anyYield or Fees, (i) so longas no Event ofTermination has occurred and is continuingand the Termination Date has not occurred, the following MonthlySettlement Date and (ii) on and after the Termination Date or if an Event of Termination has occurred and is continuing, each day selected from time to time by the Administrative Agent (with the consent or at the direction of theMajorityGroupAgents)(itbeingunderstoodthattheAdministrativeAgent(withtheconsent or at the direction of the Majority Group Agents) may select such Settlement Date to occur as frequentlyas daily), or, in the absence of such selection, the MonthlySettlement Date.

“SOFR” means, for any day, a rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFRAdjustment”meanstenzerobasispoints(0.100.00%).

“SOFRFloor”meansarateofinterestperannumequaltozerobasispoints(0.00%).

“Sold Assets” has the meaning set forth in Section 2.01(b).

“Sold Receivables” means, collectively, (i) the Pool Receivables specified as “Sold Receivables” on the Initial Schedule of Sold Receivables, (ii) all additional Pool Receivables specified as “Sold Receivables” on the Investment Requests delivered with respect to all subsequent Investments made hereunder and (iii) all additional Pool Receivables designated as “SoldReceivables”andtransferredbytheSellerpursuanttoSection2.01(b)inconnectionwitha Release as contemplated by the first paragraph in Section 4.01(a).

“Solvent” means, with respect to any Person and as of anyparticular date, (i) thepresent fair market value (or present fair saleable value) of the assets of such Person is not less than the total amount required to paythe probableliabilities of such Person on its total existingdebts and liabilities(includingcontingentliabilities)astheybecomeabsoluteandmatured,(ii)suchPerson is able to realize upon its assets and payits debts and other liabilities, contingent obligations and commitments as theymature and become due in the normal course of business, (iii) such Person is not incurring debts or liabilities beyond its ability to pay such debts and liabilities as they mature and (iv) such Person is not engaged in any business or transaction, and is not about to engageinanybusinessortransaction,forwhichitspropertywouldconstituteunreasonablysmall capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged.

“Special Concentration Limit” has the meaning set forth in the definition of Concentration Percentage.

“Special Obligor” has the meaning set forth in the definition of Concentration Percentage.

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“Structuring Agent” means PNC Capital Markets LLC, a Pennsylvania limited liability company.

“Sub-Servicer”hasthemeaningsetforthinSection9.01(d).

“Subsidiary” means, as to any Person, a corporation, partnership, limited liability companyor other entityof which shares of stock of each class or otherinterests havingordinary voting power (other than stock or other interests having such power only by reason of the happening of a contingency) to elect a majority of the Board of Directors or other managers of such entityare at the time owned, or management of which is otherwise controlled:(a) bysuch Person, (b) by one or more Subsidiaries of such Person or (c) by such Person and one or more Subsidiaries of such Person.

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority and all interest, penalties, additions to tax and any similar liabilities with respect thereto.

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

“Term SOFR Rate” shall mean, with respect to any amount for which the Term SOFR Reference Rate applies, for any day in any Yield Period, the interest rate per annum determined bythe applicable Group Agent equal to the Term SOFR Reference Rate for a term of one month ontheday(the“TermSOFRDeterminationDate”)thatistwo(2)BusinessDayspriortothefirst day of such Yield Period, as such rate is published by the Term SOFR Administrator.If the Term SOFR Reference Rate for the applicable tenor has not been published or replaced with a Benchmark Replacement by 5:00 p.m. (Pittsburgh, Pennsylvania time) on the Term SOFR Determination Date, then the Term SOFR Reference Rate, for purposes of clause (A) in the preceding sentence, shall be the Term SOFR Reference Rate for such tenor on the first Business Day preceding such Term SOFR Determination Date for which such Term SOFR ReferenceRate for such tenor was published in accordance herewith, so long as such first preceding Business Dayis not more than three (3) Business Days prior to such Term SOFR Determination Date.If the Term SOFR Rate, determined as provided above, would be less than the SOFR Floor, then the Term SOFR Rate shall be deemed to be the SOFR Floor.

“TermSOFRReferenceRate”shallmeantheforward-lookingtermratebasedonSOFR.

“Termination Date” means the earliest to occur of (a) the Scheduled Termination Date, (b) the date on which the “Termination Date” is declared or deemed to have occurred under Section 10.01and (c) the date selected by the Seller on which all Commitments have been reduced to zero pursuant to Section 2.02(e).

“Total Reserves” means, at anytime of determination, an amount equal to the sum of (i) an amount equal to theproduct of (a) the sum of:(x) the Yield ReservePercentage, plus(y) the greater of (I) the sum of the Concentration Reserve Percentage plusthe Minimum Dilution Reserve Percentage and (II) the sum of the Loss Reserve Percentage plusthe Dilution Reserve Percentage,

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times(b) the Net Receivables Pool Balance at such time, plus(ii) at any time (a) priorto90thdayprecedingthethen-currentFacilityTerminationDate,$0,and(ii)thereafter,the LC Fee Expectation.

“Transaction Documents” means this Agreement, the Purchase and Sale Agreement, the Account Control Agreements, the Fee Letter, each Intercompany Loan Agreement, the PerformanceGuarantyandallothercertificates,instruments,UCCfinancingstatements,reports, notices, agreements and documents executed or delivered under or in connection with this Agreement.

“Transaction Information” means any information provided to any Rating Agency, in eachcase, to theextentrelated tosuchRatingAgencyprovidingorproposingtoprovidearating of any Notes or monitoring such rating including, without limitation, information in connection with the Seller, the Originator, the Servicer or the Receivables.

“UCC” means the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction.

“UnmaturedEventofTermination”meansaneventthatbutfornoticeorlapseoftimeor both would constitute an Event of Termination.

“Unsold Receivables” means, at any time, all Pool Receivables that are not then Sold Receivables.

“U.S.GovernmentSecuritiesBusinessDay”meansanydayexceptfor(A)aSaturday, (B) a Sunday or (C) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Obligor” meansanObligorthatis acorporationorotherbusinessorganizationand is organized under the laws of the United States of America (or of a United States of America territory,district,state,commonwealth,orpossession,including,withoutlimitation,PuertoRico and the U.S. Virgin Islands) or any political subdivision thereof.

“U.S.TaxComplianceCertificate”hasthemeaningsetforthinSection5.03(f)(ii)(B)(3).

“Volcker Rule” means Section 13 of the U.S. Bank Holding Company Act of 1956, as amended, and the applicable rules and regulations thereunder.

“WeeklyReport”meansareport,insubstantiallytheformofExhibitJ.

“Yield”means an amount payable to eachPurchaser in respect of itsCapitalaccruingon each day when such Purchaser has Capital outstanding, which amount for any Purchaser’s Capital (or portion thereof) for any day during any Yield Period (or portion thereof) is the amount accrued on such Capital (or portion thereof) during such Yield Period (or portion thereof) in accordance with Section 2.03(b).

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“YieldPeriod”meanswithrespecttoanyPortionofCapitalorfeespayablehereunder,(i) initiallytheperiodcommencingon(andincluding)thedateoftheinitialInvestmentwithrespect tosuchPortionofCapitalandendingon(andincluding)thelastdayofthecurrentFiscalMonth, and(ii)thereafter,eachperiodcommencingon(andincluding)thefirstdayofeachFiscalMonth and ending on (and including) the last dayof each Fiscal Month; providedthat

(A) in the case of anyYield Period with respect to anyPortion of Capital that commences before the Termination Date and would otherwise end on a date occurring after the Termination Date, such Yield Periodshall end onsuch Termination Date andtheduration of eachYield Period which commences on or after the Termination Date shall be of such duration as shall be selected by such Group Agent; and

(B) any Yield Period in respect of which Yield is computed by reference to the CP Rate may be terminated at the election of, and upon notice thereof to the Seller by, the applicable Group Agent any time, in which case the Portion of Capital allocated to such terminated Yield Period shall be allocated to a new Yield Period commencing on (and including) the date of such termination and ending on (but excluding) the next following Settlement Date, and shall accrue Yield by reference toLMIR.

“Yield Rate” means, subject to Sections 2.03and 5.04, for any day in any Yield Period for any Capital (or portion thereof):

(a) if nounless anEvent of Termination is then continuing and the Administrative Agent has not elected (in its sole discretion) for the Yield Rate for such Capital (or any Capital) to be determined pursuant to clause (b)below, the sum of (i) either (x) if the Seller has elected for such Capital (or such portion of Capital) to accrue interestbyreferencetotheTermSOFRRateduringsuchYieldPeriodinaccordancewith Section 2.03(d)(i), the Term SOFR Rate for such day, or (y) in anyother case (includingif no such election has been made)otherwise, Daily 1M SOFRplus, and (ii) the SOFR Adjustment; or

(b) if an Event of Termination is then continuing and the Administrative Agent has not elected (in its sole discretion) for the Yield Rate for such Capital (or any Capital) to be determined pursuant to this clause (b), the greater of (x) the sum of the Daily 1M SOFR for such day plusand the SOFR Adjustment, and (y) the Base Rate for such day (in either case, plus any additional margin or spread imposed pursuant to Section 2.03(f)).

For the avoidance of doubt, if any Capital is converted to, or deemed to be, Base Rate Capital pursuant to the terms hereof, the Yield Rate for such Capital shall be the Base Rate as in effect from time to time (plus any additional margin or spread imposed pursuant to Section2.03(f)).

“YieldReservePercentage”meansatanytimeofdetermination:

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where:

SECTION1.02. Other Interpretative Matters.All accounting terms not specifically defined herein shall be construed in accordance with GAAP.All terms used in Article 9 of the UCC in the State of New York and notspecificallydefinedherein, areusedherein asdefined in such Article 9.Unless otherwise expressly indicated, all references herein to “Article,” “Section,” “Schedule”, “Exhibit” or “Annex”shall mean articles and sections of, and schedules, exhibits and annexes to, this Agreement.Forpurposes ofthis Agreement, theother Transaction Documents and all such certificates and other documents, unless the contextotherwise requires: (a) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (b) the words “hereof,” “herein” and “hereunder” and words of similar import refer to such agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of such agreement (or such certificate or document); (c) references to any Article, Section, Schedule, Exhibit or Annex are referencestoArticles,Sections,Schedules,ExhibitsandAnnexesinortosuchagreement(orthe certificate or other document in which the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (d) the term “including” means “including without limitation”; (e) references to any Applicable Law refer to that ApplicableLawasamendedfromtimetotimeandincludeanysuccessorApplicableLaw; (f)referencestoanyagreementrefertothatagreementasfromtimetotimeamended,restatedor supplemented or as the terms of such agreement are waived or modified in accordance with its terms;(g)referencestoanyPersonincludethatPerson’spermittedsuccessorsandassigns; (h)headingsareforpurposesofreferenceonlyandshallnototherwiseaffectthemeaningor interpretation of any provision hereof; (i) unless otherwise provided, in the calculation of time from a specified date to alaterspecifieddate, theterm “from”means “from andincluding”, and the terms “to” and “until” each means “to but excluding”; (j) terms in one gender include the parallel terms in the neuter and opposite gender; (k) references to any amount as on deposit or outstandingonanyparticulardatemeanssuchamountatthecloseofbusinessonsuchdayand (l)theterm“or”isnotexclusive.

SECTION 1.03. ConformingChangesRelatingtoDaily1MSOFRandtheTerm SOFRRate.With respect to Daily 1M SOFR and the Term SOFR Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document; providedthat, with respect to any such amendment effected, the Administrative Agent shall provide notice to the Seller and each GroupAgentofeachsuchamendmentimplementingsuchConformingChangesreasonably promptly after such amendment becomes effective.

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ARTICLE II

TERMSOFTHEPURCHASESANDINVESTMENTS

SECTION2.01.PurchaseFacility.

(a) Investments. UponarequestbytheSellerpursuanttoSection2.02,andon the terms and subject to the conditions hereinafter set forth, the Conduit Purchasers, ratably, in accordance with the aggregate of the Commitments of the Related Committed Purchasers with respect to each such Conduit Purchaser, severally and not jointly, may, in their sole discretion, make payments of Capital to the Seller on a revolvingbasis, and if and to the extent anyConduit PurchaserdoesnotmakeanysuchpaymentofCapitalorifanyGroupdoesnotincludea ConduitPurchaser,theRelatedCommittedPurchaser(s)forsuchConduitPurchaserorthe Committed Purchaser for such Group, as the case maybe, shall, ratablyin accordance with their respective Commitments, severally and not jointly, make such payment of Capital to the Seller, ineithercase,fromtimetotimeduringtheperiodfromtheClosingDatetotheTermination Date.Each such payment of Capital by a Purchaser to the Seller shall constitute an Investment hereunder for all purposes.Under no circumstances shall any Purchaser be obligated to make any Investment if, after giving effect thereto:

(i) the Aggregate Capital plus the LC Participation Amount would exceed the Facility Limit at such time;

(ii) the sum of (A) the Capital of such Purchaser, plus(B) the aggregate outstanding Capital of each other Purchaser in its Group, plus(C) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed the Group Commitment of such Purchaser’s Group;

(iii) if such Purchaser is a Committed Purchaser, the aggregate outstanding Capital of such Committed Purchaser would exceed its Commitment; or

(iv) the Aggregate Capital plus the Adjusted LC Participation Amount would exceed the Capital Coverage Amount at such time.

(b) Sale of Receivables and Other Sold Assets. In consideration of the Purchasers’ respective agreements tomakeInvestmentsinaccordancewiththetermshereof,the Seller, on the Closing Date, on the date of each Investment and on each other date occurring on or prior to the Termination Date, herebysells, assigns and transfers to the Administrative Agent (for the ratable benefit of the Purchasers according to theirCapital asincreased or reduced from time to time hereunder), all of the Seller’s right, title and interest in, to and under all of the following, whethernoworhereafterowned, existingor arising (collectively,the “SoldAssets”): (i) all Sold Receivables, (ii) all Related Security with respect to such Sold Receivables, (iii) all Collections with respect to such Sold Receivables and (iv) all proceeds of the foregoing.Such sales, assignments and transfers by the Seller shall, in each case, occur and be deemed to occur for all purposes in accordance with the terms hereof automaticallywithout further action,notice or consent of any party.

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(c) Intended Characterization as a Purchase and Sale. It is the intention of the parties to this Agreement that the transfer and conveyance of the Seller’s right, title and interest in, to and under the Sold Assets to the Administrative Agent (for the ratable benefit of thePurchasersaccordingtotheirCapitalasincreasedorreducedfromtimetotimehereunder)on each Sale Date pursuant to this Agreement shall constitute a purchase and sale and not a pledge forsecurity,andsuchpurchaseandsaleoftheSoldAssetshereundershallbetreatedasasalefor allpurposes(exceptasprovidedinSections2.01(d)and15.14).Fortheavoidanceofdoubt,this clause (c)shall not be construed to limit or otherwise modify Section 5.05or any rights,interests, liabilities or obligations of any party thereunder.

(d) Obligations Not Assumed.Notwithstanding any provision contained in this Agreement or any other Transaction Document to the contrary, the foregoing sale, assignment, transfer and conveyance set forth in Section 2.01(b)does not constitute, and is not intended to result in, the creation or an assumption by the Administrative Agent, any Group AgentoranyPurchaserofanyobligationorliabilityoftheSeller,anyOriginator,theServicer,or anyother Person under or in connection with all, or anyportion of, anySold Assets, all of which shall remain the obligations and liabilities of the Seller, the Originators, the Servicer and such other Persons, as applicable.

(e) Selection, Designation and Reporting of Sold Receivables. TheSeller (or the Servicer on its behalf) shall select and identify from the Pool Receivables all Sold Receivables to be sold pursuant to Section 2.01(b)in its solediscretion; provided, however, that (i) the Seller shall select Sold Receivables from the Pool Receivables on an invoice-by-invoice basis, and theSellershalltransferpursuant to Section2.01(b)100%ofitsinterest inanyinvoice that reflects Sold Receivables, such that all Receivables reflected or evidenced by such an invoice shall be included as Sold Receivables, and (ii) the Seller shall not permit the aggregate Outstanding Balance of Sold Receivables to exceed the Aggregate Capital at any time.The Seller shall maintain (or cause the Servicer to maintain) books and records sufficient to readily identifytheSoldReceivables. TheSellerandServicershallcauseall Sold Receivablestobe identified on each Investment Request in accordance with Section 2.02(a) and on each Information Package and Weekly Report delivered hereunder.

SECTION2.02.MakingInvestments;ReturnofCapital.

(a) Each Investment hereunder shall be made on the prior written requestfrom the Seller to the Administrative Agent and each Group Agent in the form of an Investment Request attached hereto as Exhibit A.Each such ; provided that, at any time when PNC (or anAffiliate thereof)is the Administrative Agent and the Seller has entered into a PINACLEAgreement,thenanyrequestforanInvestmentshallbemademadebytheSellerusingPINACLEshall constitute an Investment Request.Each Investment Request (1) shall be made bySeller nolaterthan (x)in thecaseofaInvestmentRequest madepursuant to PINACLE, 4:00 p.m.EasternTime on the proposed date of such Investment, or (y) in the case of any other InvestmentRequest,no later than 12:00 p.m. (New York Citytime) on the date of the proposed Investment, which date shall be a Business Day(it being understood; provided that any suchrequestInvestment Requestmade after such applicable time shall be deemed to have been made on the following Business Day), and (2) shall specify(i) the amount of Capital requested (which amountshall(x)notbelessthan$100,000andshallbeanintegralmultipleof$100,000)and (y)not cause the aggregate Outstanding

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Balance of all Sold Receivables (after giving effect to theadditionof PoolReceivablesto theSold Receivablesinconnection with suchInvestment) to (A)exceedtheAggregateCapitalor(B)belessthantheAggregateCapitalby$100,000ormore, (ii) other than for an Investment Request made pursuant to PINACLE, the allocation of such amount among the Groups(, which shall be ratable based on the Group Commitments),(iii) the accounttowhichtheCapitalofsuchInvestmentshallbedistributed,(iv)thedatesuchrequested Investment is to be made (which shall be a Business Day) and (v)all Pool Receivables that are or, effective upon the making of such Investment, will be, Sold Receivables.

(b) On the date of each Investment specified in the applicable Investment Request, the Purchasers shall, upon satisfaction of the applicable conditions set forth in ArticleVIand pursuant to the other conditions set forth in this Article II, make availableremitto the SellerAdministrative Agentin same day funds an aggregate amount equal to the amount ofCapital requested, at the account set forth in the relatedto the account specified by theAdministrative Agent for such purpose, such Purchaser’s ratable share of the Capital of suchInvestment (as determined pursuant to Section 2.01(a)) such that the Administrative Agent isable to, and the Administrative Agent shall, to the extent the Purchasers have made fundsavailable to it for such purpose and subject to Section5.02 and the other conditions set forthherein, fund the Capital of suchInvestment Requestto the Seller on the date of such Investment.

(c) Each Committed Purchaser’s obligation shall be several, such that the failure of any Committed Purchaser to make available to the Administrative Agent or the Seller anyfundsinconnectionwithanyInvestmentshallnotrelieveanyotherCommittedPurchaserof its obligation, if any, hereunder to make funds available on the date such Investments are requested (itbeingunderstood, that no Committed Purchaser shall be responsible for the failure of any other Committed Purchaser to make funds available to the Administrative Agent or theSeller in connection with any Investment hereunder).

(d) The Seller shall return in full the outstandingCapital ofeach Purchaser on the Seller Obligation Final Due Date.Prior thereto, the Seller shall, on each Settlement Date, reduce the outstanding Capital of the Purchasers to the extent required under Section 4.01and otherwise in accordance with such Section 4.01(subject to the priorities for payment set forth therein) by paying the amount of such reduction to the Purchasers in accordance with Section 4.02.Notwithstanding the foregoing, the Seller, in its discretion, shall have the right to reducemake a prepayment, in whole or in partby payment in accordance with Section 4.02, of theoutstandingCapital ofthePurchasers (i)onanyBusinessDayuponwrittennoticethereofnolater than 12:00 p.m. (New York Citytime) on the date of the proposed reductionif, at such time (A) PNC (or an Affiliate thereof) is the Administrative Agent, (B) the Seller has entered into aPINACLEAgreementand(C)suchprepaymentismadewithPINACLE;provided,thatanysuchprepayment made with PINACLE after 4:00 p.m. Eastern Time on any day shall be deemed tohave been made on the next occurring Business Day, or (ii) upon same-day written notice bydeliveringto the Administrative Agent and each Group Agent in the form of a Reduction Notice intheformattachedheretoasExhibitEBnolaterthan12:00noonEasternTimeontheproposed Business Day of such prepayment (it being understood that any such request made after suchtime shall be deemed to have been made on the following Business Day); provided, however, that(i)eachsuchreductionprepaymentshallbeinaminimumaggregateamountof$100,000and shall be an integral multiple thereof, (ii) no such reduction shall reducethe Seller shall notprovide any Reduction

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Notice or corresponding notice through PINACLE as contemplatedabove, and no such Reduction Notice or corresponding notice through PINACLE shall beeffective, if after givingeffect thereto,the Aggregate Capital to an amountat such time would belessthan anamountequaltotheMinimumFundingThreshold(otherthaninconnectionwiththe Seller’s designation of a holiday contemplated by Section 8.01(dd)), and (iii) any accrued Yield and Fees in respect of such prepaid Capital shall be paid on the immediately followingSettlement Date; provided, howeverthat notwithstanding the foregoing, a reductionprepaymentmay be in an amount necessary to reduce any Capital Coverage Deficit existing at such time to zero, and (ii) anyaccrued Yield and Fees in respect of the portion(s) of Capital so reduced shallbe paid in full on the immediatelyfollowing Settlement Date..All prepayments pursuant to thissection shall be accompanied by payment of all accrued and unpaid interest and any associatedindemnity payments due under Section 4.02.

(e) The Seller may, at any time upon at least ten (10) Business Days’ prior writtennoticetotheAdministrativeAgentandeachGroupAgent,terminatetheFacilityLimitin whole or ratably reduce the Facility Limit in part.Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $85,000,00050,000,000.In connection with anypartial reduction in the FacilityLimit, the Commitment of each Committed Purchaser and LC Participant, shall be ratably reduced.

(f) In connection with any reduction of the Commitments, the Seller shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to thePurchasers,cash inanamount sufficient topay(A)Capital ofPurchasers ineachGroup in excessoftheGroupCommitmentofsuchGroupand(B)allotheroutstandingSellerObligations with respect to such reduction (determined based on the ratio of the reduction of the CommitmentsbeingeffectedtotheamountoftheCommitmentspriortosuchreductionor,ifthe AdministrativeAgentreasonablydeterminesthatanyportionoftheoutstandingSeller Obligations is allocable solely to that portion of the Commitments being reduced or has arisen solely as a result of such reduction, all of such portion) including, without duplication, any associated Breakage Fees.Upon receipt of any such amounts, the Administrative Agent shall apply such amounts first to the reduction of the outstanding Capital, and second to the payment of the remaining outstanding Seller Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Purchasers.

SECTION2.03. YieldandFees.

(a) Fees. On each Settlement Date, the Seller shall, in accordance with the terms and priorities for payment set forth in Section 4.01, pay to each Group Agent, each Purchaser, the Administrative Agent and the Structuring Agent certain fees (collectively, the “Fees”) in the amounts set forth in the fee letter agreements from time to time entered into, among the Seller, the members of the applicable Group (or their Group Agent on their behalf) and/or the Administrative Agent (each such fee letter agreement, as amended, restated, supplemented or otherwise modified from time to time, collectively being referred to herein as the “Fee Letter”).At any time that the Minimum Funding Threshold is not satisfied and no compliance holiday is in then effect in accordance with Section 8.01(dd), Yield and Fees shall accrue on an amount equal to the Minimum Funding Threshold.

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(b) Yield and Fees. Each Purchaser’s Capital shall accrue Yield on each day when such Capital remains outstanding at the then applicable Yield Rate for such Capital (or each applicable portion thereof).The Seller shall pay all Yield (including, for the avoidance of doubt, all Yield accrued during a Yield Period), (except as otherwise specified in the applicableFeeLetter)FeesandBreakageFeesaccruedduringeachYieldPeriodoneachSettlementDatein arrears in accordance with the terms and priorities for payment set forth in Section 4.01. For the avoidance of doubt, the Seller’s obligation to pay all Fees and Yield hereunder when due shall not be contingent up the receipt or availability of Collections.

(c) Highest Lawful Rate.If at any time the designated rate of interest (including the Yield Rate for such purpose) applicable to any Purchaser’s Capital exceeds such Purchaser’s highest lawful rate, the rate of interest (including the Yield Rate for such purpose) on such Purchaser’s Capital shall be limited to such Purchaser’s highest lawful rate.

(d) SelectionofDaily1MSOFRandTermSOFRRate;Rate Quotations.

(i) So long as no Event of Termination is continuing, the Seller may, by written notice to the Administrative Agent, elect for all or any portion of the Aggregate Capital to accrue interest by reference to the Term SOFR Rate (rather than Daily1MSOFR)duringanyYieldPeriod;provided,however,thatnosuchelectionshallbe made for less (or more) than a full Yield Period.Any such notice must specify the amount of the Aggregate Capital subject ofsuch election and must bedelivered not later than two (2) Business Days prior to the first dayof the affected Yield Period.Anysuch portion of the Aggregate Capital that is subject to such an election shall be apportioned among the respective Purchasers’ Capital ratablybased on the aggregate outstandingCapital of each Purchaser at such time.Notwithstanding the foregoing, (x) the Seller shallnotmakesuchanelectionif,asaresultthereof,morethanfiveCapitalTranches would exist and (y) each Capital Tranche accruing interest by reference to the Term SOFRRateshallbenotbelessthan$1,000,000andshallbeanintegralmultipleof $100,000.Fortheavoidanceofdoubt,ifanEventofTerminationisthencontinuing,the Yield Rate for any Capital shall be determined pursuant to the definition of Yield Rate notwithstanding any otherwise applicable election by the Seller.

(e) The Seller may call the Administrative Agent on or before the date on which an Investment Request is to be delivered to receive an indication of the rates then in effect, but it is acknowledged that such projection shall not be binding on the Administrative Agent or the Purchasers nor affect the rate of interest which thereafter is actuallyin effect when the election is made.

(f) Yield and Interest After Default.To the extent permitted by Law, upon the occurrence of an Event of Termination and until such time such Event of Termination shall havebeencuredorwaived,atthediscretionoftheAdministrativeAgentoruponwrittendemand by the Required Purchasers to the Administrative Agent:

(i) Yield Rate.The Yield Rate applicable to any Capital shall be increased by 2.00% per annum;

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(ii) Other Obligations.Each other obligation (other than payments in respectofSubordinatedLoan)ofanySeller-RelatedPartyhereunderifnotpaidwhendue shall bear interest at a rate per annum equal to the sum of the Base Rate plusanadditional2.00%perannumfromthetimesuchobligationbecomesdueandpayableuntil the time such obligation is paid in full; and

(iii) Acknowledgment.The Seller acknowledges that the increase in rates referred to in this Section2.03(f)reflects, among other things, the fact that such Capital or other amounts have become a substantially greater risk given their default status and that the Purchasers are entitled to additional compensation for such risk; and all such interest or yield shall be payable upon demand by Administrative Agent or (if earlier) on the first Settlement Date occurring after such interest or yield accrues.

SECTION2.04. Records of Investments andCapital.Each Group Agentshall recordin its records, the date and amount of each Investment and Participation Advance made by the Purchasers in its Group hereunder, the Yield Rate with respect to the related Capital (and each portionthereof),theYieldaccruedonsuchPurchasers’Capitalandeachrepaymentandpayment thereof.Subject to Section 15.03(c), such records shall be conclusive and binding absent manifest error.The failure to so record any such information or any error in so recording any such information shall not, however, limit or otherwise affect the obligations of the Seller hereunder or under the other Transaction Documents to repay the Capital of each Purchaser, together with all Yield accruing thereon and all other Seller Obligations.

SECTION2.05. Non-Renewing Purchasers.If at any time the Seller requests that the Committed Purchasers renew their Commitments hereunder and some but less than all the CommittedPurchasersconsenttosuchrenewalwithinthirty(30)daysoftheSeller’srequest,the Sellermayarrangeforanassignment,andsuchnon-consentingCommittedPurchasersshall agree to assign, to one or more financial institutions acceptable to the related Group Agent and the Seller of allthe rightsand obligationshereunder of each such non-consenting CommittedPurchaserinaccordancewithSection15.03.Anysuchassignmentshallbecomeeffectiveonthe then-currentScheduledTerminationDate. EachCommittedPurchaserwhichdoesnotso consent to anyrenewal shall cooperate fullywith the Seller in effectuatinganysuch assignment. IfnoneorlessthanalltheCommitmentsofthenon-renewingCommittedPurchasersareso assigned as provided above, then the Scheduled Termination Date shall not be renewed.

SECTION2.06.Replacement ofPurchaserGroup.Notwithstandinganyotherprovision oftheTransactionDocumentsandsolongasnoEventofTerminationexistsandiscontinuing,if (x) the Financial Covenants are amended or are otherwise varied from the Ashland Credit Agreement in effect on the Closing Date and (y) any Committed Purchaser that ceases to be a party to the Ashland Credit Agreement as a lender thereunder (along with all of its Affiliates) fails to consent to such amended or otherwise varied Financial Covenants, the Seller may, at its sole expense, upon written notice to the Group Agent for such Committed Purchaser and the AdministrativeAgent,(i)removesuchCommittedPurchaseranditsGroupasapartyheretoor (ii) require such Committed Purchaser and its Group to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section15.03), all of its interests, rights and obligations under this Agreement and the related Transaction

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Documents to a new or existing Committed Purchaser who agrees to assume such obligations; provided that:

(a) the Group Agent for such Committed Purchaser shall, on behalf of its Group, have received payment of an amount equal to the Seller Obligations due and payable to its Group hereunder and under the other Transaction Documents from the Seller in the caseof a removal pursuant to clause (i)above or from the assignee and the Seller, as applicable, in the case of an assignment pursuant to clause (ii)above;

(b) inthecaseofanassignmentpursuanttoclause(ii)above,suchassignment does not conflict with Applicable Law;

(c) aCommittedPurchaser and its Groupshall not be required to beremoved from this Agreement or make anysuch assignment ordelegation if, priorthereto, as aresult of a waiver or consent by such Committed Purchaser or otherwise, the circumstances entitling the Seller to require such removal or such assignment and delegation cease to apply;

(d) in the case of a removal pursuant to clause (i)above, the Facility Limit shall (x) be reduced by the corresponding amount of such Committed Purchaser’s Commitment and (y) if applicable, concurrently increased up to the amount of the removed Committed Purchaser’s Commitment by the Commitment of any existing Committed Purchaser that has, in its sole discretion, consented to increase its Commitment or new Committed Purchaser that has joinedthisAgreementbyexecutionofaseparatejoinderagreementhereto,subjecttotheconsent oftheGroupAgents(intheirsolediscretion);providedthat,suchconsentshallnotberequiredif the Seller (with funds other than Collections) has fully cash collateralized the LC Participation Amount (and any LC Fee Expectation) with respect to such new Committed Purchaser and agreesthatitwillcontinuetodosoinconnectionwitheachfutureLetterofCreditissuance hereunder; provided, further, that in no event shall the Facility Limit be reduced such that theAggregate Capital will exceed the Facility Limit;

(e) the Seller shall be permitted to replace any Purchaser which is the Administrative Agent or an Affiliate thereof only, if, in either case, the Administrative Agent is also replaced contemporaneously, pursuant to documents reasonably satisfactory to the AdministrativeAgentandtheAdministrativeAgenthasreceivedpaymentofanamountequalto all amounts then due and payable to the Administrative Agent hereunder and under each of the other Transaction Document;

(f) theSellershallbepermittedtoreplaceanyPurchaserwhichisanLCBank or an Affiliatethereof only, if, in either case, such LC Bank is also replaced contemporaneously, pursuant to documents reasonably satisfactory to such LC Bank and both (x) such LC Bank has received payment of an amount equal to all amounts then due and payable to such LC Bank hereunder and under each of the other Transaction Document and (y) no Letters of Credit issued hereunder by such LC Bank remain outstanding and undrawn; and

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(g) such removal or assignment shall be made upon not less than ten (10) Business Days’ notice delivered bythe Seller to the Group Agent for such Committed Purchaser andtheAdministrativeAgent.AnyPurchaserrequiredtoassignpursuanttothisSection 2.072.06shallhavenodutytoprocureanassignee.

The foregoing removal or assignment will be effectiveonthedatespecifiedinthenotice delivered by the Seller to the applicable Group Agent and the Administrative Agent, subject to the satisfaction of the conditions thereto set forth in this Section 2.072.06.

SECTION2.07.Status of Conduit Purchasers.So long as anyConduit Purchaser holds any Capital, such Conduit Purchaser shall be a multi-seller asset-backed commercial paper conduit and shall ensure that its interests hereunder (including its Capital and its interests in the Sold Assets) will constitute less than 50% of such Conduit Purchaser’s total assets.

ARTICLE III

LETTEROFCREDITFACILITY

SECTION3.01.LettersofCredit.

(a) Subject to the terms and conditions hereof and the satisfaction of the applicable conditions set forth in Article VI, each LC Bank shall issue or cause the issuance of LettersofCreditonbehalfoftheSeller(and,ifapplicable,onbehalfof,orfortheaccountof,an Originator or an Affiliate of such Originator in favor of such beneficiaries as such Originator or an Affiliate ofsuchOriginatormayelect with theconsent oftheSeller); provided, however,that noLCBankwillberequiredtoissueorcausetobeissuedanyLettersofCredittotheextentthat after giving effect thereto:

(i) theAggregateCapitalplustheLCParticipationAmountwould exceed the Facility Limit at such time;

(ii) theAggregateCapitalplustheLCParticipationAmountwould exceed the Capital Coverage Amount at such time; or

(iii) the LC Participation Amount would exceed the aggregate of theCommitments of the LC Participants at such time.

(b) Yield shall accrue on all amounts drawn under Letters of Credit for each dayonandaftertheapplicableDrawingDatesolongassuchdrawnamountsshallhavenotbeen reimbursed to the applicable LC Bank pursuant to the terms hereof.

SECTION3.02.IssuanceofLettersofCredit;Participations.

(a) The Seller may request an LC Bank, upon two (2) Business Days’ prior written noticesubmitted on orbefore1:00 p.m.(NewYork Citytime), to issueaLetterofCredit by delivering to the Administrative Agent, each Group Agent and such LC Bank, such LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantiallyin the applicable form set out on Exhibit Dattached hereto and an LC Request, in each case completed

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to the satisfaction of the Administrative Agent and such LC Bank; and such other certificates,documentsandotherpapersandinformationastheAdministrativeAgentorsuchLC Bank may reasonably request.

(b) EachLetterofCreditshall,amongotherthings,(i)provideforthe paymentofsightdraftsorotherwrittendemandsforpaymentwhenpresentedforhonorthereunderinaccordancewiththetermsthereofandwhenaccompaniedbythedocuments described therein and (ii) have an expirydate not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case maybe, and in no event later than twelve (12) months after the Scheduled Termination Date.The terms of each Letter of Credit mayinclude customary“evergreen” provisions providing that such Letter of Credit’s expirydate shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as maybe specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the applicable LC Bank delivers written noticetothebeneficiarythereofdecliningsuchextension;provided, however, that if (x) anysuch extensionwouldcausetheexpirydateofsuchLetterofCredittooccurafterthedatethatis twelve(12)monthsaftertheScheduledTerminationDateor(y)theapplicableLCBankdeterminesthatanyconditionprecedent(including,withoutlimitation,thosesetforthinSections3.01and Article VI) to issuing such Letter of Credit hereunder are not satisfied (other than any such condition requiring the Seller to submit an LC Request or Letter of Credit Application inrespectthereof),thentheapplicableLCBank,inthecaseofclause (x)above, may (or, atthe writtendirectionofanyLCParticipant,shall)or,inthecaseofclause(y)above,shall,use reasonable efforts in accordance with (and to the extent permitted by) the terms of such Letter of Credittopreventtheextensionofsuchexpirydate(includingnotifyingtheSellerandthe beneficiary of such Letter of Credit in writing prior to the Notice Date that such expirydate will not be so extended).Each Letter of Credit shall be subject either to the Uniform Customs and PracticeforDocumentaryCredits(2007Revision),InternationalChamberofCommerce Publication No. 600, and any amendments or revisions thereof adhered to by the applicable LC BankortheInternationalStandbyPractices(ISP98-InternationalChamberofCommerce PublicationNumber590),andanyamendmentsorrevisionsthereofadheredtobytheapplicable LC Bank, as determined by the applicable LC Bank.

(c) Immediately upon the issuance by such LC Bank of any Letter of Credit (or any amendment to a Letter of Credit increasing the amount thereof), such LC Bank shall be deemed to have sold and transferred to each LC Participant, and each LC Participant shall be deemed irrevocably and unconditionally to have purchased and received from such LC Bank, without recourse or warranty, an undivided interest and participation, to the extent of such LC Participant’s Pro Rata Share, in such Letter of Credit, each drawing made thereunder and the obligations of the Seller hereunder with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments or Pro Rata Shares of the LC Participants pursuant to this Agreement, it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed drawings thereunder, there shall be an automatic adjustment to theparticipations pursuant to this clause(c)toreflect thenew Pro RataShares of theassignor and assigneeLCParticipantorofall LCParticipantswithCommitments,asthecasemaybe.In the event that any LC Bank makes any payment under any Letter of Credit and the Seller shall not have reimbursed such amount in full to such LC Bank pursuant to Section 3.04(a), each LC Participant shall be obligated to make Participation Advances with respect to such Letter of Credit in accordance with Section 3.04(b).

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SECTION3.03.Requirements For Issuance of Letters of Credit.The Seller shall authorize and direct the applicable LC Bank to name the Seller, an Originator or an Affiliate of an Originator as the “Applicant” or “Account Party” of each Letter of Credit.

SECTION3.04.Disbursements,Reimbursement.

(a) In the event of any request for a drawing under a Letter of Credit by the beneficiaryortransfereethereof,theapplicableLCBankwillpromptlynotifytheAdministrative Agent and the Seller of such request.The Seller shall reimburse (such obligation to reimburse the applicable LC Bank shall sometimes be referred to as a “Reimbursement Obligation”) the applicableLCBankpriorto1:00p.m.(NewYorkCitytime),oneachdatethatanamountispaid by such LC Bank under any Letter of Credit (each such date, a “Drawing Date”) in an amount equal to the amount so paid by such LC Bank.In the event the Seller fails to reimburse the applicable LC Bank for the full amount of any drawing under any Letter of Credit by 1:00 p.m. (New York City time) on the Drawing Date (including because the conditions precedent to a Loan requested by the Seller pursuant to Section 2.01shall not have been satisfied), such LC Bank will promptly notify each LC Participant thereof.Any notice given by an LC Bank pursuant to this Section may be oral if promptly confirmed in writing; providedthat the lack of such a prompt written confirmation shall not affect the conclusiveness or binding effect of such oral notice.

(b) Each LC Participant shall upon any notice pursuant to clause (a)above make available to the applicable LC Bank an amount inimmediatelyavailable fundsequal to its Pro Rata Share of the amount of the drawing (a “Participation Advance”), whereupon the LC Participants shalleach be deemed to have made a Loan to the Seller in that amount.If anyLC Participant so notified fails to make available to the applicable LC Bank the amount ofsuch LC Participant’s ProRataShareofsuchamount by2:00p.m.(NewYork Citytime)ontheDrawing Date, then interest shall accrue on such LC Participant’s obligation to make such payment, from the Drawing Date to the date on which such LC Participant makes such payment (i) at a rate per annum equal to the Overnight Bank Funding Rate during the first three days following the Drawing Date and (ii) at a rate per annum equal to the Base Rate on and after the fourth day following the Drawing Date.The applicable LC Bank will promptly give notice to each LC Participant of the occurrence of the Drawing Date, but failure of the applicable LC Bank to give any such notice on the Drawing Date or in sufficient time to enable anyLC Participant to effect such payment on such date shall not relieve such LC Participant from its obligation under this clause(b).EachLCParticipant’sCommitmentshallcontinueuntilthelasttooccurofanyofthe followingevents:(A)each LC Bankceases to beobligated to issueorcauseto beissued Letters of Credit hereunder, (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C)all PurchaserParties havebeen fullyreimbursedforall paymentsmadeunder or relating to Letters of Credit.

SECTION3.05.RepaymentofParticipationAdvances.

(a) Upon (and only upon) receipt by an LC Bank for its account of immediately available funds from or for the account of the Seller (i) in reimbursement of any payment made by such LC Bank under a Letter of Credit with respect to which any LC ParticipanthasmadeaParticipationAdvancetosuchLCBankor(ii)inpaymentofYieldonthe Investmentmadeordeemedtohavebeenmadeinconnectionwithanysuchdraw,suchLCBank willpaytoeachLCParticipant,ratably(basedontheoutstandingdrawnamountsfundedbyeach such LC Participant

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in respect of such Letter of Credit), in the same funds as those received by such LC Bank; itbeingunderstood, that such LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC Participant.

(b) IfanLCBankisrequiredatanytimetoreturntotheSeller,ortoatrustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any portion of the paymentsmadebytheSellertosuch LCBankpursuanttothisAgreementinreimbursementofa payment made under a Letter of Credit or interest or fee thereon, each LC Participant shall, on demand of such LC Bank, forthwith return to such LC Bank the amount of its Pro RataShare of any amounts so returned by such LC Bank plusinterest at the Overnight Bank Funding Rate, from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by such LC Participant.

(c) If any Letters of Credit are outstanding and undrawn on the Termination Date, the applicable LC Collateral Account shall be funded from Collections (or, in the Seller’s sole discretion, by other funds available to the Seller) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus all related fees to accrue through the stated expiration dates thereof (such fees to accrue, as reasonablyestimated bythe LC Banks, the “LCFee Expectation”).

SECTION3.06.Documentation; Documentary and Processing Charges.The Seller agrees to be bound by the terms of the Letter of Credit Application and by the applicable LC Bank’s interpretations of any Letter of Credit issued for the Seller and by the applicable LC Bank’swrittenregulationsandcustomarypracticesrelatingtolettersofcredit,thoughthe applicable LC Bank’s interpretation of such regulations and practices may be different from the Seller’s own.In the event of a conflict between the Letter of Credit Application and this Agreement, this Agreement shall govern.The applicable LC Bank shall not be liable for any error, negligence and/or mistakes, whether of omission or commission, in following the Seller’s instructions or those contained in the Letters of Credit or any modifications, amendments or supplementsthereto.InadditiontoanyotherfeesorexpensesowingundertheFeeLetterorany otherTransactionDocumentorotherwisepursuanttoanyLetterofCreditApplication,theSeller shall pay to the applicable LC Bank for its own account any customary issuance, presentation, amendmentandotherprocessingfees,andotherstandardcostsandcharges,oftheapplicableLC Bankrelatingtolettersofcreditasfromtimetotimeineffect.Suchcustomaryfeesshallbedue and payable upon demand and shall be nonrefundable.

SECTION3.07.Determination to Honor Drawing Request.In determining whether to honor any request for drawing under any Letter of Credit by the beneficiary thereof, the applicable LC Bank shall be responsible only to determine that the documents and certificates requiredtobedeliveredundersuchLetterofCredithavebeendeliveredandthattheycomplyon their face with the requirements of such Letter of Credit and that any other drawing condition appearing on the face of such Letter of Credit has been satisfied in the manner so set forth.

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SECTION 3.08. NatureofParticipationandReimbursementObligations. EachLC Participant’s obligation in accordance with this Agreement to make Participation Advances as a result of a drawing under a Letter of Credit, and the obligations of the Seller to reimburse theapplicable LC Bank upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and under all circumstances, including the following circumstances:

(i) anyset-off,counterclaim,recoupment,defenseorotherrightwhich such LC Participant may have against such LC Bank, the other Purchaser Parties, the Seller, the Servicer, an Originator, a Performance Guarantor or any other Person for any reason whatsoever;

(ii) the failure of the Seller or any other Person to comply with the conditions set forth in this Agreement for the making of a purchase, reinvestments, requests for Letters of Credit or otherwise, it being acknowledged that such conditions are not required for the making of Participation Advances hereunder;

(iii) anylackofvalidityor enforceabilityof anyLetterofCreditor any set-off,counterclaim,recoupment,defenseorotherrightwhichtheSeller,aPerformance Guarantor,theServicer,anOriginatororanyAffiliatethereofonbehalfofwhichaLetter of Credit has been issued may have against such LC Bank, or anyother Purchaser Party or any other Person for any reason whatsoever;

(iv) any claim of breach of warrantythat might be made bythe Seller, an Originator or any Affiliate thereof, such LC Bank, or any LC Participant against the beneficiary of a Letter of Credit, or the existence of any claim, set-off, defense or other rightwhichtheSeller,theServicer,suchLCBankoranyLCParticipantmayhaveatany timeagainstabeneficiary,any successorbeneficiary orany transfereeofany Letterof

Credit or the proceeds thereof (or any Persons for whom any such transferee may be acting), such LC Bank, any other Purchaser Party or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Seller or any Affiliates of the Seller and the beneficiaryfor which anyLetter of Credit was procured);

(v) the lack of power or authorityof anysigner of, or lack of validity, sufficiency, accuracy, enforceability or genuineness of, any draft, demand, instrument, certificate or other document presented under any Letter of Credit, or any such draft, demand, instrument, certificate or other document proving to be forged, fraudulent, invalid, defective or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, even if the Administrative Agent or such LC Bank has been notified thereof;

(vi) payment by such LC Bank under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit;

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(vii) thesolvencyof,oranyactsoromissionsby,anybeneficiaryofany LetterofCredit,oranyotherPersonhavingaroleinanytransactionorobligationrelating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit;

(viii) any failure by such LC Bank or any of such LC Bank’s Affiliates to issue any Letter of Credit in the form requested bythe Seller;

(ix) anyMaterialAdverseEffect;

(x) any breach of this Agreement or anyother Transaction Document by any party thereto;

(xi) the occurrence or continuance of an Insolvency Proceeding with respecttotheSeller,anyPerformanceGuarantor,anyOriginatororanyAffiliatethereof;

(xii) the fact that an Event of Termination or an Unmatured Event of Termination shall have occurred and be continuing;

(xiii) the fact that this Agreement or the obligations of the Seller or the Servicer hereunder shall have been terminated; and

(xiv) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

SECTION3.09.Indemnity.In addition to other amounts payable hereunder, the Seller hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each LC Bank, each LCParticipant, eachotherPurchaserPartyand each ofthe LC Banks’ Affiliatesthat haveissuedaLetterofCreditfromandagainstanyandallclaims,demands,liabilities,damages, taxes,penalties,interest,judgments,losses,costs,chargesandexpenses(includingAttorney Costs) which the Administrative Agent, any LC Bank, any LC Participant, any other Purchaser Party or any of their respective Affiliates may incur or be subject to as a consequence, direct or indirect, of the issuance of any Letter of Credit, except to the extent resulting from (a) the gross negligenceorwillfulmisconductofthepartytobeindemnifiedasdeterminedbyafinal non-appealable judgment of a court of competent jurisdiction or (b) the wrongful dishonor by any LC Bank of a proper demand for payment made under any Letter of Credit, except if such dishonorresultedfromanyactoromission,whetherrightfulorwrongful,ofanypresentorfuture de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”).

SECTION3.10.Liability for Acts and Omissions.As between the Seller, on the one hand, and the Administrative Agent, the LC Banks, the LC Participants, and the other Purchaser Parties, on the other, the Seller assumes all risks of the acts and omissions of, or misuse of any LetterofCreditby,therespectivebeneficiariesofsuchLetterofCredit.Infurtheranceandnotin limitationoftheforegoing,noneoftheAdministrativeAgent,theLCBanks,theLCParticipants, oranyotherPurchaserPartyshallberesponsiblefor:(i)theform,validity,sufficiency,accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if any LC Bank, anyLCParticipantor

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anyotherPurchaserPartyshallhavebeennotifiedthereof);(ii)thevalidity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which mayprove to be invalid or ineffective for anyreason; (iii) the failure of the beneficiaryof anysuchLetterofCredit,oranyotherpartytowhichsuchLetterofCreditmaybetransferred,to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of the Seller against any beneficiary of such Letter of Credit, or anysuch transferee, or any dispute between or among the Seller and any beneficiary of any Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in transmission or deliveryof any messages, bymail, electronic mail, cable, telegraph, telex, facsimile or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such LetterofCreditoroftheproceedsthereof;(vii)themisapplicationbythebeneficiaryofanysuch Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of the Administrative Agent, the LCBanks, the LC Participants, and the other Purchaser Parties, including any Governmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC Banks’ rights or powers hereunder.In no event shall the Administrative Agent, the LC Banks, the LC Participants, or the other Purchaser Parties or their respective Affiliates, be liable to the Seller or any other Person for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation AttorneyCosts), or for anydamages resulting from anychange in the value of anypropertyrelating to a Letter of Credit.

Withoutlimitingthegeneralityoftheforegoing,theAdministrativeAgent,theLCBanks, the LC Participants, and the other Purchaser Parties and each of their respective Affiliates (i)may rely on any written communication believed in good faith by such Person to have been authorized or given by or on behalf of the applicant for a Letter of Credit; (ii) may honor any presentationifthedocumentspresentedappearontheirfacetocomplywiththetermsand conditions of the relevant Letter of Credit; (iii) mayhonor a previouslydishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by any LC Bank or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for anyfailure of anysuch draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the Administrative Agent, the LC Banks, the LC Participants, or the otherPurchaserParties ortheir respective Affiliates, in any way related to any order issued at the applicant’s request to an air carrier, aletter of guarantee or ofindemnityissued to a carrier or anysimilardocument (each an “Order”) and may honor any drawing in connection with anyLetter of Credit that is the subject of such Order, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in anywaywith such Letter of Credit.

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In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by an LC Bank under or in connection with any Letter of Credit issued byit or anydocuments and certificatesdeliveredthereunder, iftaken oromitted in goodfaithandwithoutgrossnegligenceorwillfulmisconduct,asdeterminedbyafinal non-appealablejudgment of a court of competentjurisdiction, shall not put such LC Bankunder any resulting liability to the Seller, any Purchaser Party or any other Person.

ARTICLE IV

SETTLEMENTPROCEDURESANDPAYMENTPROVISIONS

SECTION4.01.SettlementProcedures.

(a) TheServicershallsetasideandholdintrustforthebenefitoftheSecured Parties (or, if so requested by the Administrative Agent, segregate in a separate account designatedbytheAdministrativeAgent,whichshallbeanaccountmaintainedandcontrolledby the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all CollectionsonPoolReceivablesthatarereceivedbytheServicerortheSellerorreceivedinany Lock-Box or Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03aresatisfied on such date, (A)theServicermayrelease to the Seller from such Collections received on Unsold Receivables the amount (if any) necessary to pay (x)the purchase price for Receivables purchased by the Seller on such date in accordance with the terms of the Purchase and Sale Agreement or (y)amounts owing by the Seller to any Originator under any Intercompany Loan Agreement and (B)the Servicer may release to the Seller all or a portion of such Collections received on Sold Receivables in exchange for the Seller designating an equivalent amount (based on aggregate Outstanding Balances) of Unsold Receivables as new Sold Receivables onSeller’sbooks and recordspursuant to Section2.01(e), whichnewSoldReceivableswillbeautomaticallyandimmediatelysoldbytheSellertothe AdministrativeAgent(fortheratablebenefitofthePurchasers)pursuanttoSection2.01(b)upon such release (each such release of Collections described in clauses (A)and (B)above, a “Release”).OneachSettlementDate,theServicer(or,followingitsassumptionofcontrolofthe Collection Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority:

(i) first, totheServicer forthepayment oftheaccruedServicingFees payable for the immediately preceding Yield Period (plus, if applicable, the amount of ServicingFeespayableforanypriorYieldPeriodtotheextentsuchamounthasnotbeen distributed to the Servicer);

(ii) second,toeachPurchaserandotherPurchaserParty(ratably,based on the amount then due and owing), all accrued and unpaid Yield, Fees and Breakage Fees due to such Purchaser and other Purchaser Party for the immediately preceding Yield Period (including any additional amounts or indemnified amounts payable under Sections 5.03and 13.01in respect of such payments), plus, if applicable, the amount of any such Yield, Fees and Breakage Fees (including any additional amounts or indemnifiedamountspayableunderSections5.03and13.01inrespectofsuchpayments) payable for any prior Yield Period to the extent such amount has not been distributed to such Purchaser or Purchaser Party;

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(iii) third,assetforthinclause(a),(b)or(c)below,asapplicable:

(b) priortotheoccurrenceoftheTerminationDate:(I)first,totheextentthat a Capital Coverage Deficit exists on such date, to the Administrative Agent for furtherdistribution to the Purchasers (ratably, based on the aggregate outstanding Capital of each Purchaser at such time) for the return of a portion of the outstanding Aggregate Capital at such time, in an aggregate amount equal to the amount necessary to reduce the Capital Coverage Deficit to zero ($0) and (II) second, to each LC Collateral Account (ratably based on the face amountofLCsissuedbytheapplicableLCBank),inreductionoftheAdjustedLCParticipation Amount, in an amount equal to the amount necessary(after giving effect to clause (I)above) to reduce the Capital Coverage Deficit to zero ($0);

(c) onandaftertheoccurrenceoftheTerminationDate:(I)first,toeachPurchaserthe Administrative Agent for further distribution to the Purchasers(ratably, based on theaggregateoutstandingCapitalofeachPurchaseratsuchtime)forthereturninfullofthe aggregateoutstandingCapitalofeachsuchPurchaseratsuchtimeand(II)second,tothe applicableLCCollateralAccount(ratablybasedonthefaceamountofLCsissuedbythe applicable LC Bank) (A) the amount necessaryto reduce the Adjusted LC Participation Amount to zero ($0) and (B) an amount equal to the LC Fee Expectation at such time; or

(d) priortotheoccurrenceoftheTerminationDate,attheelectionofthe SellerandinaccordancewithSection2.02(d),tothereturnofalloranyportionoftheoutstandingCapitalofAdministrativeAgentforfurtherdistributiontothePurchasersatsuchtime (ratably, based on the aggregate outstanding Capital of each Purchaser at such time)towardthe paymentof all or anyportion of the outstanding Capital ofthe Purchasers at such time;

(i) fourth,to the Administrative Agent for further distribution to the PurchaserParties,theAffectedPersonsandtheSellerIndemnifiedParties(ratably,based on the amount due and owing at such time), for the payment of all other Seller Obligations then due and owing by the Seller to the Purchaser Parties, the Affected Persons and the Seller Indemnified Parties; and

(ii) fifth,thebalance,ifany,tobepaidtotheSellerforitsown account.

Amounts payable pursuant to clauses firstthrough fourthabove shall be paid first from available Collections on Sold Receivables and other Sold Assets, and second, to the extent necessary in order to make all such payments in full, from Collections on Unsold Receivables and other Seller Collateral.The Seller’s right to receive payments (if any) from time to time pursuant to clause fifthabove shall, to the extent arising from Collections on Sold Receivables, constitute compensation to the Seller for the Seller’s provision of the Seller Guaranty and the Purchaser Parties’ interests in the Seller Collateral.

(e) All payments or distributions to be made by the Servicer, the Seller and any other Person to the Purchasers (or their respective related Affected Persons and the Seller Indemnified Parties), the LC Banks and the LC Participants hereunder shall be paid ordistributed to the relatedAdministrative Agent for further distribution to each applicableGroup Agent at its

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Group Agent’s Accountas such Group Agent has designated in writing to theAdministrative Agent from time to time.Each Group Agent, upon its receipt in the applicable Group Agent’s Account of any such payments or distributions, shall distribute such amounts to the applicable Purchasers, the LC Banks, the LC Participants, Affected Persons and the Seller Indemnified Parties within its Group ratably; providedthat if such Groupthe AdministrativeAgent shall have received insufficient funds to pay all of the above amounts in full on any such date, such Groupthe AdministrativeAgent shall pay such amounts to the applicable GroupAgents and the Group Agents shall paythe Purchasers, the LC Banks, LC Participants, Affected Persons and the Seller Indemnified Parties within its Group in accordance with the priority of payments forth above, and with respect to any such category above for which there are insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to each such Person in such Group) among all such Persons in such Group entitled to payment thereof.Notwithstanding anything to the contrary set forth in this Section3.01, the Administrative Agent shall have no obligation to distribute or pay any amount underthis Section 3.01 except to the extent actually received by the Administrative Agent.Eachpayment by the Servicer or the Seller to the Administrative Agent for the account of anyPurchaser,theLCBank,theLCParticipant,orotherSecuredPartyhereundershallbedeemedtoconstitute payment bytheServicer or theSellerdirectlyto suchPurchaser, the LC Bank, the LCParticipant or other Secured Party.Each Purchaser shall provide timelyand accurate responsesto each of the Administrative Agent’s requests for information necessary for the AdministrativeAgent to make the allocations, payments and distributions to the Purchasers and other SecuredParties hereunder.

(f) If and to the extent the Administrative Agent, any Purchaser Party, any Affected Person or any Seller Indemnified Party shall be required for any reason to pay over to any Person(includingany Obligororany trustee,receiver,custodianorsimilarofficialinany Insolvency Proceeding) any amount received on its behalf hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Seller and, accordingly, the Administrative Agent, such Purchaser Party, such Affected Person or such Seller Indemnified Party, as the case may be, shall have a claim against the Seller for such amount.

(g) ForthepurposesofthisSection4.01:

(i) if on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted as a result of any Dilution, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of such reduction or adjustment and shall on the second Business Day following knowledge of suchDilutionpayanyandallsuchamountsinrespectthereoftoaCollectionAccount(or as otherwise directed by the Administrative Agent at such time) for the benefit of the Purchaser Parties for application pursuant to Section 4.01(a);

(ii) ifonanydayanyoftherepresentationsorwarrantiesin Sections7.01(p), (u), or (r)is not true with respect to any Pool Receivable, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in full and shall on the second Business Day following knowledge thereof pay the amount of such deemed Collection to a Collection Account (or as otherwise directed by the AdministrativeAgentatsuchtime)forthebenefitofthePurchaserPartiesforapplication pursuant to Section

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4.01(a)(Collections deemed to have been received pursuant to Section 4.01(d)are hereinafter sometimes referred to as “Deemed Collections”);

(iii) exceptasprovidedinclauses(i)or(ii)aboveorotherwiserequired by Applicable Law or the relevant Contract, all Collections received from an Obligor of anyReceivableshallbeappliedtotheReceivablesofsuchObligorintheorderoftheage of such Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to specific Receivables; and

(iv) if andtotheextenttheAdministrativeAgent,anyPurchaserParty, any Affected Person or any Seller Indemnified Party shall be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in any Insolvency Proceeding) any amount received by it hereunder, such amount shall be deemed not to have been so received bysuch Person but rather to have been retained by the Seller and, accordingly, such Person shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof.

SECTION4.02.Payments and Computations, Etc.(a) All amounts to be paid by the Seller or the Servicer to the Administrative Agent, any Purchaser Party, any Affected Person or any Seller Indemnified Party hereunder shall be paid no later than 12:00 noon (New YorkCityEasterntime) on the day when due in same day funds to the Administrative Agent for theaccount of such Secured Party at theapplicable Group Agent’s Account.

(b) Each of the Seller and the Servicer shall, to the extent permitted by Applicable Law, pay interest on any amount not paid or deposited by it when due hereunder, at an interest rate per annum equal to 2.00% per annumabove the Base Rate, payable on demand.

(c) All computations of interest under subsection (b)above and all computations ofYield,Feesandotheramountshereundershallbemadeonthebasisofayearof 360 days (or, in the case of amounts determined byreferencetothe BaseRate,365 or366days, as applicable) for the actual number of days (including the first but excluding the last day) elapsed.Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Dayandsuchextensionoftimeshallbeincludedinthecomputationofsuchpaymentordeposit.

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ARTICLE V

INCREASEDCOSTS;FUNDINGLOSSES;TAXES;ILLEGALITYANDBACK-UP
SECURITY INTEREST

SECTION5.01.IncreasedCosts.

(a) IncreasedCostsGenerally.IfanyChangeinLawshall:

(i) impose, modify or deem applicable any reserve, special deposit, liquidity, compulsory loan, insurance charge or similar requirement against assets of, deposits with or forthe accountof, or credit extended orparticipated in by, anyAffected Person;

(ii) subject any Affected Person to any Taxes (except to the extent suchTaxesareIndemnifiedTaxesorExcludedTaxes)onitsloans,loanprincipal,letters of credit, commitments, or value of Receivables or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii) impose on any Affected Person any other condition, cost or expense (other than Taxes) (A) affecting the Sold Assets, the Seller Collateral, this Agreement, any other Transaction Document, any Program Support Agreement, any Capital or any participation therein or (B) affecting its obligations or rights to make Investments or fund or maintain Capital or participate in Letters of Credit;

andtheresultofanyoftheforegoingshallbetoincreasethecosttosuchAffectedPersonof (A)actingastheAdministrativeAgent,aGroupAgentoraPurchaserhereunderorasaProgram Support Provider with respect to the transactions contemplated hereby, (B) making any Investment or funding or maintaining any Capital (or any portion thereof) or issuing or participating in, any Letter of Credit (or interests therein) or (C) maintaining its obligation to make any Investment or to fund or maintain any Capital (or any portion thereof) or issuing or participating in, any Letter of Credit (or interests therein), or to reduce the amount of any sum received or receivable by such Affected Person hereunder, then, upon request of such Affected Person(oritsGroupAgent),theSellershallpaytosuchAffectedPersonsuchadditionalamount oramountsaswillcompensatesuchAffectedPersonforsuchadditionalcostsincurredor reduction suffered.

(b) Capital and Liquidity Requirements.If any Affected Person determines that any Change in Law affecting such Affected Person or any lending office of such Affected Person or such Affected Person’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of (x) increasing the amount of capital required to be maintained bysuch Affected Person or Affected Person’s holding company, if any, (y) reducing the rate of return on such Affected Person’s capital or on the capital of such Affected Person’s holding company, if any, or (z) causing an internal capital or liquidity charge or other imputed cost to be assessed upon such Affected Person or Affected Person’s holding company, if any, in each case, as a consequence of (A)this Agreement or any other Transaction Document, (B)the commitments of such Affected Person hereunder or under any other Transaction Document or any related Program Support Agreement, (C) the Investments, Letters of Credit or participations in Letters of Credit, made or issued by such Affected Person, or (D)any Capital (or portion thereof), to a level below that which

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such Affected Person or such Affected Person’s holding company could have achieved but for such Change in Law (taking into consideration such Affected Person’s policies and the policies of such Affected Person’s holding company with respect to capital adequacyand liquidity), then from time to time, upon request of such Affected Person (or its Group Agent), the Seller will payto such Affected Person such additional amount oramountsaswillcompensatesuchAffectedPersonorsuchAffectedPerson’sholdingcompany for any such increase, reduction or charge.

(c) Adoption ofChanges in Law.TheSelleracknowledges thatanyAffected Person mayinstitutemeasures in anticipation of aChange in Law(including, without limitation, the imposition of internal charges on such Affected Person’s interests or obligations under any Transaction Document or Program Support Agreement), and maycommence allocating charges to or seeking compensation from the Seller under this Section 5.01in connection with such measures, in advance of the effective date of such Change in Law, and the Seller agrees to pay suchchargesorcompensationtosuchAffectedPerson,followingdemandthereforinaccordance with the terms of this Section 5.01, without regard to whether such effective date has occurred.

(d) CertificatesforReimbursement.AcertificateofanAffectedPerson(orits Group Agent on its behalf) setting forth the amount or amounts necessary to compensate such Affected Person or its holding company, as the case maybe, as specified in clause (a), (b)or (c)of this Section and delivered to the Seller, shall be conclusive absent manifest error.The Seller shall, subject to the priorities of payment set forth in Section 4.01, paysuch Affected Person the amount shown as due on any such certificate on the first Settlement Date occurring at least ten (10)daysaftertheSeller’sreceiptofsuchcertificate.

(e) Delayin Requests.Failure or delayon the part of anyAffected Personto demand compensation pursuant to this Section shall not constitute a waiver of such Affected Person’s right to demand such compensation; providedthat the Seller shall not be required to compensate an Affected Person pursuant to this Section for any increased costs incurred or reductionssuffered morethanonehundredeighty(180)dayspriorto thedatethatsuchAffected Person notifies the Seller of the Change in Law giving risetosuchincreased costs or reductions andofsuchAffectedPerson’sintentiontoclaimcompensationtherefor(exceptthat,ifthe Change in Law giving rise to such increased costs or reductions is retroactive, then the one hundred eighty (180) days period referred to above shall be extended to include the period of retroactive effect thereof).

SECTION5.02.FundingLosses.

(a) TheSellerwillpayeachPurchaserallBreakageFees.

(b) AcertificateofaPurchaser(oritsGroupAgentonitsbehalf)settingforth the amount oramountsnecessarytocompensatesuchPurchaser,asspecified in clause(a)above anddeliveredtotheSeller,shallbeconclusiveabsentmanifesterror.TheSellershall,subjectto the priorities of payment set forth in Section 4.01, paysuch Purchaser the amount shown as due on any such certificate on the first Settlement Date occurring after the Seller’s receipt of such certificate.

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SECTION5.03.Taxes.

(a) Payments Free of Taxes.Any and all payments by or on account of any obligation of the Seller under any Transaction Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law.If any Applicable Law (as determined in the good faith discretion of the applicable Purchaser Party, Affected Person or Seller Indemnified Party) requires the deduction or withholding of any Tax from any such payment to a Purchaser Party, Affected Person or Seller Indemnified Party, then the applicable Purchaser Party, Affected Person or Seller Indemnified Party shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law, and, if such Tax is an Indemnified Tax, then the sum payable bytheSeller shall beincreased as necessaryso that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section), the applicable Purchaser Party, Affected Person or Seller Indemnified Partyreceives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b) Payment of Other Taxes by the Seller.The Seller shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or, at the option of the Administrative Agent, timelyreimburse it for the payment of, anyOther Taxes.

(c) Indemnification by the Seller.The Seller shall indemnify each Affected Person, within ten days after demand therefor, for the full amount of any (I) Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Affected Person or required to be withheld or deducted from a payment to such Affected Person and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority and (II) Taxes that arise because an Investment or any Capital is not treated for U.S. federal, state, local or franchise tax purposesconsistently withthe IntendedTaxTreatment(suchindemnification will include any U.S. federal, state or local income and franchise taxes necessary to make such Affected Person wholeonanafter-taxbasistakingintoaccountthetaxabilityofreceiptofpaymentsunderthis clause(II)andanyreasonableexpenses(otherthanTaxes)arisingoutof,relatingto,orresulting from the foregoing).Promptly upon having knowledge that any such Indemnified Taxes have been levied, imposed or assessed, and promptlyuponnoticebythe Administrative Agent or any Affected Person (or its related Group Agent), the Seller shall pay such Indemnified Taxes directly to the relevant taxing authority or Governmental Authority (or to the Administrative Agent or such Affected Person if such Taxes have already been paid to the relevant taxing authority or Governmental Authority); providedthat neither the Administrative Agent nor any Affected Person shall be under any obligation to provide any such notice to the Seller.A certificate as to the amount of such payment or liability delivered to the Seller by an Affected Person (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of an Affected Person, shall be conclusive absent manifest error.

(d) Indemnification by the Purchasers.Each Purchaser (other than the Conduit Purchasers) shall severally indemnify the Administrative Agent, within ten days after demand therefor, for (i) any Indemnified Taxes attributable to such Purchaser, its Related Conduit

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Purchaser or any of their respective Affiliates that are Affected Persons (but onlyto the extentthattheSelleranditsAffiliateshavenotalreadyindemnifiedtheAdministrativeAgentfor such Indemnified Taxes and without limiting any obligation of the Seller, the Servicer or their Affiliates to do so), (ii) any Taxes attributable to the failure of such Purchaser, its Related Conduit Purchaser or any of their respective Affiliates that are Affected Persons to comply with Section 15.03(f)relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Purchaser, its Related Conduit Purchaser or any of their respective Affiliates that are Affected Persons, in each case, that are payable or paid by the Administrative Agent in connection with any Transaction Document, and any reasonable expenses arising therefromorwithrespectthereto,whetherornotsuchTaxeswerecorrectlyorlegallyimposedor assertedbytherelevantGovernmentalAuthority.Acertificateastotheamountofsuchpayment or liabilitydelivered to anyPurchaser (or its Group Agent) bythe Administrative Agent shall be conclusive absent manifest error.Each Purchaser (other than the Conduit Purchasers) hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Purchaser, its Related Conduit Purchaser or any of their respective Affiliates that are Affected Persons under any Transaction Document or otherwise payable by the Administrative Agent to such Purchaser, its Related Conduit Purchaser or any of their respective Affiliates that are Affected Persons from anyother source against anyamount due to the Administrative Agent under this clause (d).

(e) EvidenceofPayments.AssoonaspracticableafteranypaymentofTaxes by the Seller to a Governmental Authority pursuant to this Section 5.03, the Seller shall deliver to the Administrative Agent evidence of such payment reasonably satisfactory to the Administrative Agent.

(f) Status of Affected Persons.(i) AnyAffected Person that is entitled to an exemptionfromorreductionofwithholdingTaxwithrespecttopaymentsmadeunderany Transaction Document shall deliver to the Seller and the Administrative Agent, at the time ortimes reasonably requested by the Seller or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Seller or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. Inaddition,anyAffectedPerson,ifreasonablyrequestedbytheSellerortheAdministrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Seller or the Administrative Agent as will enable the Seller or the Administrative Agent to determine whether or not such Affected Person is subject to backup withholding or information reportingrequirements.Notwithstandinganythingtothe contraryin the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 5.03(f)(ii)(A), 5.03(f)(ii)(B)and 5.03(g)) shall not be required if, in the Affected Person’s reasonable judgment, such completion, execution or submission would subject such Affected Person to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Affected Person.

(ii) Withoutlimitingthegeneralityoftheforegoing:

(A) anAffectedPersonthatisaU.S.Personshalldelivertothe Seller and the Administrative Agent from time to time upon the reasonable request of the Seller or the Administrative Agent, executed originals of

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Internal Revenue Service Form W-9 certifying that such Affected Person is exempt from U.S. federal backup withholding tax;

(B) any Affected Person that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Seller and the Administrative Agent (in such number of copies as shall be requested by the AffectedPerson) from time to timeupon the reasonable request ofthe Seller or the Administrative Agent, whichever of the following is applicable:

(1) in the case of such an Affected Person claiming the benefits of an income tax treaty to which the United States is a party, (x) with respect to payments of interest under any Transaction Document, executed originals of Internal Revenue ServiceFormW-8BENorInternalRevenueServiceForm W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest”articleofsuchtaxtreatyand(y)withrespecttoanyother applicable payments under any Transaction Document, Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2) executed originals of Internal Revenue Service Form W-8ECI;

(3) in the case ofsuch an AffectedPerson claimingthe benefits of the exemption for portfolio interest under Section 881(c)oftheCode,(x)acertificatetotheeffectthatsuchAffected Personisnota“bank”withinthemeaningofSection881(c)(3)(A) of the Code, a “10 percent shareholder” of the Seller within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreigncorporation”describedinSection881(c)(3)(C)oftheCode (a “U.S. Tax Compliance Certificate”) and (y) executed originals of Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable; or

(4) to the extent such Affected Person is not the beneficial owner, executed originals of Internal Revenue Service Form W-8IMY, accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate, Internal Revenue Service Form W-9, and/or other certification documents from each beneficial owner, as applicable; providedthat, if such Affected Person is a partnership and one or more direct or indirect partners of such AffectedPersonareclaiming

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theportfoliointerestexemption,such Affected Person may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; and

(C) any Affected Person that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Seller and the Administrative Agent (in such number of copies as shall be requested by the recipient), from time to time upon the reasonable request of the Seller or the Administrative Agent, executed originals of any other form prescribedbyApplicableLawasabasisforclaimingexemptionfromora reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Seller or the Administrative Agent to determine the withholding or deduction required to be made.

(g) Documentation Required by FATCA.If a payment made to an Affected Person under any Transaction Document would be subject to U.S. federal withholding Tax imposedbyFATCAifsuchAffectedPersonweretofailtocomplywiththeapplicablereporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Affected Person shall deliver to the Seller and the Administrative Agent at the time or times prescribed by Applicable Law and at such time or times reasonably requested by the Seller or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Seller or the Administrative Agent as may be necessary for the Seller and the Administrative Agent to comply with their obligations under FATCA and to determine that such Affected Person has complied with such Affected Person’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.Solelyfor purposes of this clause (g), “FATCA” shall include anyamendments made to FATCA after the date of this Agreement.

(h) Survival.Each party’s obligations under this Section 5.03shall survive theresignationorreplacementoftheAdministrativeAgentoranyassignmentofrightsby,orthe replacement of, a Purchaser Party or any other Affected person, the termination of the Commitments and the repayment, satisfaction or discharge of all the Seller Obligations and the Servicer’s obligations hereunder.

(i) Updates.Each Affected Person agrees that if any form or certification it previously delivered pursuant to this Section 5.03(f) or (g)expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptlynotifythe Seller and the Administrative Agent in writing of its legal inabilityto do so.

(j) Treatment of Certain Refunds.If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes (including any tax credit in lieu of a refund) as to which it has been indemnified pursuant to this Section 5.03 (includingbythepaymentofadditionalamountspursuanttothisSection5.03),itshallpaytothe indemnifyingpartyanamountequaltosuchrefund(butonlytotheextentofindemnitypayments madeunderthisSection5.03withrespecttotheTaxesgiving rise tosuchrefund),netof all out-of-pocket

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expenses (including Taxes) of such indemnified party and without interest (other than anyinterest paid bythe relevant Governmental Authoritywith respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repayto such indemnified party the amount paid over pursuant to this paragraph (j) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (j), in no event will the indemnified party be required to pay anyamount to an indemnifying partypursuant to this paragraph (j) the payment of which would place the indemnified partyin a less favorable net after-Tax position than the indemnified partywouldhavebeeniniftheTaxsubjecttoindemnificationandgivingrisetosuchrefundhad not been deducted, withheld, or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

SECTION5.04. Daily1MSOFRorTermSOFRRateUnascertainable;IncreasedCosts;Illegality.

(a) Unascertainable;IncreasedCosts. If,onorpriortothefirstdayofan YieldPeriod:

(i) the Administrative Agent shall have determined (which determinationshallbeconclusive and binding absent manifest error) that Daily 1M SOFRortheTermSOFRRatecannotbedeterminedpursuanttothedefinitionthereof;or

(ii) any Group Agent determines that for any reason that Daily 1M SOFR or the Term SOFR Rate for any requested Yield Period does not adequately and fairlyreflectthecosttoanysuchPurchaserinsuchGroupAgent’sGroupoffundingsuch Purchaser’s Investments, and such Group Agent has provided notice of such determination to the Administrative Agent;

thentheAdministrativeAgentshallhavetherightsspecifiedinSection5.04(c).

(b) Illegality.If at any time any Group Agent shall have determined that the making, maintenance or funding ofanyInvestment (orPortion ofCapital thereof)accruingyield byreferencetoDaily1MSOFRortheTermSOFRRatehasbeenmadeunlawful,bycompliance by such Group Agent in good faith with any Law or any interpretation or application thereof by any Governmental Authority or with any request or directive of any such Governmental Authority(whetherornothavingtheforceofLaw),thentheAdministrativeAgentshallhavethe rights specified in Section 5.04(c).

(c) Administrative Agent’s and Group Agent’s Rights.In the case of any event specified in Section5.04(a), the Administrative Agent shall promptly so notifythe Group Agents and the Seller thereof, and in the case of an event specified in Section5.04(b), such Group Agent shallpromptlysonotifytheAdministrativeAgentandendorse acertificatetosuch notice as to the

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specific circumstances of such notice, and the Administrative Agent shall promptlysend copies of such notice and certificate to the other Group Agents and the Seller.

Upon such date as shall bespecified in such notice(which shall not beearlierthan thedatesuch notice is given), the obligation of (i)the Group Agents, in the case of such notice given by the Administrative Agent, or (ii)such Group Agent, in the case of such notice given bysuch Group Agent, to allow the Seller to select, convert to or renew any Investment (or Portion of Capital thereof) accruing yield by reference to Daily 1M SOFR or the Term SOFR Rate shall be suspended (to the extent of the affected Yield Rate or the applicable Yield Period) until the Administrative Agent shall have later notified the Seller, or such Group Agent shall have later notified the Administrative Agent, of the Administrative Agent’s or such Group Agent’s, as the case maybe, determinationthat the circumstances giving risetosuchpreviousdetermination no longer exist.

If at any time the Administrative Agent makes a determination under Section5.04(a), (A) if the Seller has delivered an Investment Request for an affected Investment (or Portion of Capital thereof) that has not yet been made, such Investment Request shall be deemed to request an Investment accruing yield at the Base Rate, and (B) any outstanding affected Investments (or Portions of Capital thereof) shall be deemed to have been converted into Investments (or Portions of Capital thereof) accruing yield at the Base Rate at the end of the applicable Yield Period.

SECTION5.05.Back-UpSecurityInterest.

(a) If, notwithstanding the intent of the parties stated in Section 2.01(c), the sale, assignment and transfer of any Sold Assets to the Administrative Agent (for the ratable benefit of the Purchasers) hereunder (including pursuant to Section 2.01(b)) is not treated as a sale for all purposes (except as provided in Sections 2.01(d)and 14.14), then such sale, assignment and transfer of such Sold Assets shall betreated as the grant of asecurityinterest by theSellertotheAdministrativeAgent(fortheratablebenefitofthePurchasers)tosecurethe payment and performance of all the Seller’s obligations to the Administrative Agent, the Purchasers and the other Secured Parties hereunder and under the other Transaction Documents (including all Seller Obligations).Therefore, assecurityfor theperformance bytheSeller of all the terms, covenants and agreements on the part of the Seller to be performed under this AgreementoranyotherTransactionDocument,includingthepunctualpaymentwhendueofthe Aggregate Capital and all Yield and all other Seller Obligations, the Seller hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Seller’s right, title and interest in, to and under all of the Sold Assets, whether now or hereafter owned, existing or arising.

(b) The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Sold Assets, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC.The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “allofthedebtor’spersonalpropertyorassets”orwordstothateffect,notwithstandingthatsuch wording maybe broader in scope than the collateral described in this Agreement.

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(c) For the avoidance of doubt, (i) the grant of security interest pursuant to this Section5.05shall beinaddition to,andshall not beconstrued tolimit ormodify,thesaleof Sold Assets pursuant to Section 2.01(b)or the Seller’s grant of security interest pursuant to Section14.09, (ii) nothing in Section 2.01shall be construed as limiting the rights, interests (including any security interest), obligations or liabilities of any party under this Section 5.05, and (iii) subject to the foregoing clauses (i)and (ii), this Section 5.05shall not be construed to contradict the intentions of the parties set forth in Section 2.01(c).

SECTION5.06. BenchmarkReplacementSetting

(a) BenchmarkReplacement.Notwithstandinganythingtothecontraryherein or in any other Transaction Document, if a Benchmark Transition Event and its related BenchmarkReplacementDatehaveoccurredpriortoanysettingofthethen-currentBenchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1)of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such BenchmarkReplacement will replacesuch Benchmark forallpurposeshereunderandunderany TransactionDocumentinrespectofsuchBenchmarksettingandsubsequentBenchmarksettings without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document and (y) if a Benchmark Replacement is determined in accordance with clause (2), of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Transaction Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Group Agents without anyamendmentto,or further action or consent of any other party to, this Agreement or any other Transaction Document so long as the Administrative Agent has not received, by such time, written notice from Group Agents comprising the Majority Group Agents of objection to a Benchmark Replacement determined in accordance with clause (2)of the definition of “Benchmark Replacement”.

(b) Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent may make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of anyother partyto this Agreement or anyother Transaction Document.

(c) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Seller and the Group Agents of (i) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, and (iii) the effectiveness of any Conforming Changesinconnectionwiththeuse,administration,adoptionorimplementationofaBenchmark Replacement.TheAdministrativeAgentwillnotifytheSellerof(x)theremovalorreinstatement of any tenor of a Benchmark pursuant to clause (d)below and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Group Agent (or Majority Group Agents) pursuant to this Section 5.06, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decisiontotakeorrefrain

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fromtakinganyactionoranyselection,willbeconclusiveandbinding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Transaction Document except, in each case, as expressly required pursuant to this Section 5.06.

(d) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contraryherein or in anyother Transaction Document, at anytime (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenorforsuchBenchmarkisnotorwillnotberepresentative,thentheAdministrativeAgentmay modify the definition of “Yield Period” (or any similar or analogous definition) for any Benchmarksettingsatoraftersuchtimetoremovesuchunavailableornon-representativetenor; and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Yield Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previouslyremoved tenor.

(e) Benchmark Unavailability Period. Upon the Seller’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Seller may revoke any pending requestforanInvestment(orPortionofCapitalthereof)accruingyieldbasedonDaily1MSOFR or the Term SOFR Rate, conversion to or continuation of Investments (or Portions of Capital thereof)accruingyieldbasedonDaily1MSOFRortheTermSOFRRatetobemade,converted orcontinuedduringanyBenchmarkUnavailabilityPeriodand,failingthat,theSellerwillbe deemedtohaveconvertedanysuchrequestintoarequestforanInvestmentaccruingyieldatthe BaseRate.DuringaBenchmarkUnavailabilityPeriodoratanytimethatatenorforthe then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon thethen-currentBenchmarkorsuchtenorforsuchBenchmark,asapplicable,willnotbeusedin any determination of the Base Rate.

(f) CertainDefinedTerms.AsusedinthisSection5.06:

“Available Tenor” means, as of anydateofdetermination and with respect tothe then-current Benchmark, as applicable, (x) if such Benchmark is a term rate or is based on a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of a yield period pursuant to this Agreement or (y) 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 this Agreement, in each case, as of such date and not including, for the avoidance of doubt, anytenor of such Benchmark that is then-removed from the definition of “Yield Period” pursuant to clause (d)of this Section 5.06.

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“Benchmark” means, initially, Daily 1M SOFR and the Term SOFR Rate; provided that if a BenchmarkTransitionEvent has occurred with respect to 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 this Section 5.06.

“Benchmark Replacement” means, with respect to any Benchmark Transition Event, the first applicable alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

(1) thesumof:(A)DailySimpleSOFRand(B)theSOFRAdjustment; and

(2) thesumof(A)thealternatebenchmarkratethathasbeenselected by the Administrative Agent and the Seller, giving due consideration to (x) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (y) any evolvingor then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities at such time and (B) the related Benchmark Replacement Adjustment;

provided,that if the BenchmarkReplacement as determined pursuant to clause(2)above wouldbelessthantheFloor,theBenchmarkReplacementwillbedeemedtobetheFloor for the purposes of this Agreement and the other Transaction Documents; and providedfurther, that any Benchmark Replacement shall be administratively feasible as determined by the Administrative Agent in its sole discretion.

“BenchmarkReplacementAdjustment”means,withrespecttoanyreplacementof the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (whichmaybe a positive or negative value or zero) that has been selected bythe Administrative AgentandtheSeller,givingdueconsiderationto(A)anyselectionorrecommendationof a spread adjustment, or method for calculating or determining such spread adjustment,for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement bythe Relevant Governmental Bodyor (B) anyevolvingor then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicatedcredit facilities at such time.

“Benchmark Replacement Date” means a date and time determined by the Administrative Agent, which date shall be no later than the earliest to occur of the following events with respect to the then-current Benchmark:

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of

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information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(2) inthecaseofclause(3)ofthedefinitionof“BenchmarkTransition Event,” the date determined by the Administrative Agent, which date shall promptly follow the date of the public statement or publication of information referenced therein;

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1)or (2)with respect to anyBenchmarkuponthe occurrenceoftheapplicableeventoreventssetforththereinwithrespecttoall 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 then-current Benchmark:

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

(2) a public statement or publication of information by a Governmental Authority having jurisdiction over the Administrative Agent, the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvencyofficial with jurisdiction over theadministratorforsuchBenchmark(orsuchcomponent),aresolutionauthority withjurisdictionoverthe administrator forsuch Benchmark (orsuchcomponent) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administratorofsuchBenchmark(orsuchcomponent)hasceasedorwillceaseto provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

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(3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) or a Governmental Authority having jurisdiction over the Administrative Agent 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, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark UnavailabilityPeriod” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no BenchmarkReplacementhasreplacedthe then-currentBenchmarkfor allpurposeshereunder and under any Transaction Document in accordance with this Section 5.06and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposeshereunderandunderanyTransactionDocumentinaccordancewiththisSection5.06.

“Relevant Governmental Body” means the Board of Governors of the Federal Reserve System of the UnitedStates and/or the FederalReserve Bank ofNewYork, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System of the United States or the Federal Reserve Bank of New York, or any successor thereto.

“UnadjustedBenchmarkReplacement”meanstheapplicableBenchmark Replacement excluding the related Benchmark Replacement Adjustment.

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ARTICLE VI

CONDITIONS TO EFFECTIVENESS, INVESTMENTS AND ISSUANCES

SECTION 6.01. Conditions Precedent to Effectiveness and the Initial Investment or Issuance. This Agreement shall become effective as of the Closing Date when (a) the Administrative Agent shall have received each of the documents, agreements (in fully executed form), opinions of counsel, lien search results, UCC filings, certificates and other deliverables listed on the closing memorandum attached as Exhibit I hereto, in each case, in form and substance acceptable to the Administrative Agent and (b) all fees and expenses payable by the Seller on the Closing Date to the Purchaser Parties have been paid in full in accordance with the terms of the Transaction Documents.

SECTION 6.02. Conditions Precedent to All Investments and Issuances. Each Investment and Issuance hereunder on or after the Closing Date shall be subject to the conditions precedent that:

(a) inthecaseof:

(i) anInvestment,theSellershallhavedeliveredtotheAdministrative Agent and each Group Agent an Investment Request for such Investment, and

(ii) a Letter of Credit, (A) the Seller shall have delivered to the Administrative Agent, each Group Agent and the applicable LC Bank, a Letter of Credit Application and an LC Request, in each case, in accordance with Section 2.02(a)or Section 3.02(a), as applicable and (B) in the case of the initial issuance of a Letter of Credit byan LC Bank, the applicable LC Collateral Account shall have been established at PNC;

(b) the Servicer shall have delivered to the Administrative Agent and each Group Agent all Information Packages and WeeklyReports required to be delivered hereunder;

(c) the conditions precedent to such Investment or Issuance specified in Section 2.01(i)through (iv)and Section 3.01(a), as applicable, shall be satisfied;

(d) on the date of such Investment or Issuance the following statements shall be true and correct (and upon the occurrence of such Investment or Issuance, the Seller and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):

(i) the representations and warranties of the Seller and the Servicer contained in Sections 7.01and 7.02aretrueandcorrect inallmaterialrespects onandas of the date of such Investment or Issuance as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case theyshall be true and correct in all material respects on and as of such earlier date;

(ii) no Event of Termination or Unmatured Event of Termination has occurred and is continuing, and no Event of Termination or Unmatured Event of Termination would result from such Investment or Issuance;

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(iii) no Capital Coverage Deficit exists or would exist after giving effect to such Investment or Issuance; and

(iv) theTerminationDatehasnotoccurred.

SECTION6.03.Conditions Precedent to All Releases.Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that:

(a) after giving effect to such Release, the Servicer shall be holding in trust forthebenefitoftheSecuredPartiesanamountofCollectionssufficienttopaythesumof(x)all accrued and unpaid Servicing Fees, Yield, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Capital Coverage Deficit and (z) the amount of all other accrued and unpaid Seller Obligations through the date of such Release;

(b) theSellershallusetheproceedsofsuchReleasesolelytopaythepurchase price for Receivables purchased by the Seller in accordance with the terms of the Purchase and Sale Agreement and amounts owing by the Seller to the Originators under the Intercompany Loan Agreements; and

(c) on the date of such Release the following statements shall be true and correct (and upon theoccurrence of such Release, theSeller and theServicershall bedeemed to have represented and warranted that such statements are then true and correct):

(i) the representations and warranties of the Seller and the Servicer contained in Sections 7.01and 7.02aretrueandcorrect inallmaterialrespects onandas of the date of such Release as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;

(ii) no Event of Termination or Unmatured Event of Termination has occurred and is continuing, and no Event of Termination or Unmatured Event of Termination would result from such Release;

(iii) no Capital Coverage Deficit exists or would exist after giving effect to such Release; and

(iv) theTerminationDatehasnotoccurred.

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ARTICLE VII

REPRESENTATIONSANDWARRANTIES

SECTION7.01. RepresentationsandWarrantiesoftheSeller.TheSellerrepresentsand warrants to each Purchaser Party as of the Closing Date, on each Settlement Date and on eachday on which an Investment, Issuance or Release shall have occurred:

(a) Organization and Good Standing.The Seller is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delawareandhasfullpowerandauthorityunderitsconstitutionaldocumentsandunderthelaws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.

(b) DueQualification.TheSelleris dulyqualified to dobusiness as alimited liabilitycompany,isingoodstandingasaforeignlimitedliabilitycompany,andhasobtainedall necessarylicenses andapprovals inalljurisdictions inwhich theconductofitsbusinessrequires such qualification, licenses or approvals, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

(c) Power and Authority; Due Authorization.The Seller (i) has all necessary limitedliabilitycompanypowerandauthorityto(A)executeanddeliverthisAgreementandthe other Transaction Documents to which it is a party, (B) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and (C) grant a security interest in the Sold Assets and Seller Collateral to the Administrative Agent on the terms and subject to the conditions herein provided and (ii) has duly authorized by all necessary limited liability company action such grant and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party.

(d) Binding Obligations.This Agreement and each of the other Transaction Documents to which the Seller is a party constitutes the legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium orothersimilarlaws affectingthe enforcement ofcreditors’rightsgenerallyand(ii) assuch enforceabilitymaybelimited bygeneralprinciplesofequity,regardlessofwhethersuch enforceability is considered in a proceeding in equity or at law.

(e) No Conflict or Violation.The execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement and the other TransactionDocuments towhichtheSellerisaparty,andthefulfillmentofthetermshereofand thereof, will not (i) conflict with, result in any breach of any of the terms or provisions of, or constitute (with or without notice or lapse of time or both) a default under its organizational documents or any indenture, sale agreement, credit agreement, loan agreement, security agreement, mortgage, deed of trust, or other agreement or instrument to which the Seller is a party or by which it or any of its properties is bound, (ii) result in the creation or imposition of anyAdverseClaim upon anyof the Sold Assets or SellerCollateral pursuant to theterms ofany suchindenture,creditagreement,loan

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agreement,securityagreement,mortgage,deedoftrust,or other agreement or instrument other than this Agreement and the other Transaction Documents or (iii) conflict with or violate any Applicable Law, except to the extent that any such conflict, breach, default, AdverseClaim orviolation could not reasonablybe expected to have aMaterial Adverse Effect.

(f) Action, Suit.The Seller is not in violation of any order of any Governmental Authority that would, individually or in the aggregate with all such other violations, reasonably be expected to have a Material Adverse Effect.There are no actions, suits, litigation or proceedings pending or, to its knowledge, threatened in writing against or affecting it or any of its Affiliates or their respective properties, in or before any Governmental Authority, as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(g) Governmental Approvals.Except where the failure to obtain or make suchauthorization,consent,order,approvaloractioncouldnotreasonablybeexpectedtohavea Material Adverse Effect, all authorizations, consents, orders and approvals of, or other actions by,anyGovernmentalAuthoritythatarerequiredtobeobtainedbytheSellerinconnectionwith thegrant of asecurityinterestintheSoldAssetsorSellerCollateraltotheAdministrativeAgent hereunderorthedueexecution,deliveryandperformancebytheSellerofthisAgreementorany other Transaction Document to which it is a party and the consummation by the Seller of the transactionscontemplatedbythisAgreementandtheotherTransactionDocumentstowhichitis a party have been obtained or made and are in full force and effect.

(h) MarginRegulations.TheSellerisnotengaged,principallyorasoneofits important activities, in thebusiness ofextendingcredit for thepurpose ofpurchasingorcarrying margin stock (within the meanings of Regulations T, U and X of the Board of Governors of the Federal Reserve System).

(i) Solvency.After giving effect to the transactions contemplated by this Agreement and the other Transaction Documents, the Seller is Solvent.

(j) Offices; Legal Name.The Seller’s sole jurisdiction of organization is the State of Delaware and such jurisdiction has not changed within four months prior to the date of this Agreement.The office of the Seller is located at 500 Hercules Road, Wilmington, DE 19808.The legal name of the Seller is CVG Capital III LLC.

(k) Investment Company Act; Volcker Rule.The Seller (i) is not, and is not controlled by, an “investment company” registered or required to be registered under the Investment Company Act and (ii) is not a “covered fund” under the Volcker Rule.In determining that the Seller is not a “covered fund” under the Volcker Rule, the Seller relies on, andisentitledtorelyon,theexemptionfromthedefinitionof“investmentcompany”setforthin Section 3(c)(5) of the Investment Company Act.

(l) No Material Adverse Effect.Since the date of formation of the Seller there has been no Material Adverse Effect with respect to the Seller.

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(m) AccuracyofInformation.Noneofthewritteninformation(including e-mail) heretofore, contemporaneously or hereafter furnished by the Seller, the Servicer, any Originator or any of their respective agents or advisors to anyPurchaser, anyGroup Agent, any LC Bank, anyLC Participant or the Administrative Agent for purposes of or in connection with any Transaction Document or any transaction contemplated hereby or thereby contains or will contain any statement which is untrue or misleading in any material respect on the date as of which such information is provided, dated or certified, and no such item ofinformation contains or will contain anyuntruestatement ofmaterial fact or omits or will omit to state amaterial fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, as the case may be; providedthat any such information delivered subsequent to any other written information and on the same subject matter shall, solely to the extent each such item of information is delivered to the same addressee, supersede such earlier delivered information unless the Seller, the applicable Originator or the Servicer shall expressly state otherwise in writing.No written information (including e-mail) (subject to the proviso of the preceding sentence) contained in any report or certificatedeliveredpursuanttothisAgreementoranyotherTransactionDocumentshallomitto state anymaterial fact necessaryto make the statements containedtherein notmisleadingon the date as of which such information is dated or certified.With respect to anyprojections, budgets and other forward looking financial information, it is understood and agreed that (i) anyforward-looking information furnished bythe Seller, anyOriginator or the Servicer is subject to inherent uncertainties and contingencies, which may be beyond the control of such Person, (ii) no assurance is given by the Seller, any Originator or the Servicer that the results or forecast in anysuchforward-lookinginformationwillberealizedand(iii)theactualresultsmaydifferfrom the forecast results set forth in such forward-looking information and such differences may be material.Furthermore, no representation or warranty is made with respect to information of a generaleconomicorgeneralindustrynature.Notwithstandinganythingintheforgoingforegoingparagraph, it is understood and agreed that this Section 7.01(m)shall not apply to any matters addressed by Section 7.01(u).

(n) Sanctions and International Trade Laws.Each Covered Entity, and its directors and officers, and any employee, agent, or Affiliate acting on behalf of such Covered Entity:(i) is not a Sanctioned Person; (ii) does not do any business in or with, or derive any of its operating income from direct or indirect investments in or transactions involving, any Sanctioned Jurisdiction or Sanctioned Person; and (iii) is not in violation of, and has not, during thepastfive(5)years,directlyorindirectly,takenanyactthatcouldcauseanyCoveredEntityto be in violation of applicable International Trade Laws.No Covered Entity nor any of its directors, officers, employees, or to the knowledge of any Seller-Related Party, its agents or Affiliates acting on behalf of such Covered Entity has, during the past five (5) years, received any notice or communication from any Person that alleges, or has been involved in an internal investigation involving anyallegations relating to, potential violation of anyInternational Trade Laws, or has received a request for information from any Official Body regarding International Trade Law matters.Each Covered Entity has instituted and maintains policies and procedures reasonably designed to ensure compliance with applicable International Trade Laws.No Supporting Assets constitute Blocked Property.

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(o) Transaction Information.NoneoftheSeller, anyAffiliateoftheSelleror anythirdpartywithwhichtheSelleroranyAffiliatethereofhascontracted,hasdelivered,in writing or orally, to any Rating Agency, any Transaction Information without providing such Transaction Information to the applicable Group Agent prior to deliveryto such Rating Agency and has not participated in any oral communications with respect to Transaction Information with any Rating Agency without inviting such Group Agent to participate in such oral communications.

(p) PerfectionRepresentations.

(i) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the Seller’s right, title and interest in, to and under the Sold Assets and Seller Collateral which (A) ownership or security interesthasbeenperfectedandisenforceableagainstcreditorsofandpurchasersfromthe Seller and (B) will be free of all Adverse Claims in such Sold Assets and Seller Collateral;

(ii) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC;

(iii) Prior to the sale of, or grant of securityinterest in, the Sold Assets and Seller Collateral hereunder, the Seller owns and has good and marketable title tosuchSoldAssetsandSellerCollateralfreeandclearofanyAdverseClaimofanyPerson. After giving effect to the sale of, or grant of security interest in, the Sold Assets and Seller Collateral hereunder, the Administrative Agent owns or has a first priority perfected security interest in the Sold Assets and Seller Collateral free and clear of any Adverse Claim of any Person;

(iv) All appropriate financing statements, financing statement amendmentsandcontinuationstatementshavebeenfiledintheproperfilingofficeinthe appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and (solely to the extent perfection may be achieved by filing a financing statement under the UCC) Related Securityfrom each Originator to theSellerpursuant to thePurchase andSaleAgreement and the Seller’s sale of, and grant of a security interest in, the Sold Assets and Seller Collateral(solelytotheextentperfectionmaybeachievedbyfilingafinancingstatement under the UCC) to the Administrative Agent pursuant to this Agreement;

(v) Other than the security interest granted to the Administrative Agent pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Sold Assets or Seller Collateral except aspermitted bythis Agreement andtheotherTransactionDocuments.TheSeller has not authorized the filingof and is notawareofanyfinancingstatements filedagainst the Seller that include a description of collateral covering the Sold Assets or Seller Collateral other than any financing statement (i) in favor of the Administrative Agent or (ii)thathasbeenterminated.TheSellerisnotawareofanyjudgmentlien,ERISAlienor tax lien filings against the Seller; and

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(vi) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section7.01(p)shall be continuing and remain in full force and effect until the Final Payout Date;

provided, however, that Seller does not make any representation as to whether any sale, pledge or other assignment of any Foreign Receivable has been perfected solely as against the related Obligor solely pursuant to the laws of jurisdictions other than the United States of America (or any State or municipality in the United States of America).

(q) TheLock-BoxesandCollectionAccounts.

(i) Nature of Collection Accounts.Each Collection Account constitutes a “deposit account” within the meaning of the applicable UCC.

(ii) Ownership.Each Lock-Box and Collection Account is in the name of the Seller, and the Seller owns and has good and marketable title to the Collection Accounts free and clear of any Adverse Claim.

(iii) Perfection.The Seller has delivered to the AdministrativeAgent a fully executed Account Control Agreement relating to each Lock-Box and Collection Account, pursuant to which each applicable Collection Account Bank has agreed to comply with the instructions originated by the Administrative Agent directing the dispositionoffundsinsuchLock-BoxandCollectionAccountwithoutfurtherconsentby the Seller, the Servicer or any other Person.The Administrative Agent has “control” (as defined in Section 9-104 of the UCC) over each Collection Account.

(iv) Instructions.NeithertheLock-BoxesnortheCollectionAccounts are in the name of any Person other than the Seller.Neither the Seller nor the Servicer has consented to the applicable Collection Account Bank complying with instructionsof any Person other than the Administrative Agent.

(r) Ordinary Course of Business.Each remittance of Collections by or on behalf of the Seller to the Purchaser Parties under this Agreement will have been (i) in payment of an obligation incurred by the Seller in the ordinary course of business or financial affairs of the Seller and (ii) made in the ordinarycourse of business or financial affairs of the Seller.

(s) CompliancewithLaw.TheSellerhascompliedwithallApplicableLaws to which it may be subject except to the extent any noncompliance, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect.

(t) Bulk Sales Act.No transaction contemplated bythis Agreement requires compliance by it with any bulk sales act or similar law.

(u) EligibleReceivables.EachReceivableincludedasanEligibleReceivable inthecalculationoftheNetReceivablesPoolBalanceasofanydateisanEligibleReceivableas of such date.

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(v) Taxes.The Seller has (i) timely filed all Tax returns (federal, state and local) required to be filed by it and (ii) paid, or caused to be paid, all Taxes, assessments and other governmental charges, if any, other than Taxes, assessments and other governmental charges being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided in accordance with GAAP.

(w) TaxStatus.TheSeller(i)eitheris,andshallatallrelevanttimescontinue to be, (A) a “disregarded entity” within the meaning of U.S. Treasury Regulation § 301.7701-3 for U.S. federal income tax purposes that is wholly owned by a “United States person” (within themeaningofSection7701(a)(30)oftheCode)or(B)apartnershipforU.S.federalincometax purposes all of the beneficial owners of which are “United States persons” (within the meaning of Section 7701(a)(30) of the Code) and (ii) is not and will not at any relevant time become an association (or publicly traded partnership) taxable a corporation for U.S. federal income tax purposes.The Seller is not subject to any Tax in any jurisdiction outside the United States or any material state or local tax.

(x) Opinions.The facts regarding the Seller, the Servicer, each Originator, each Performance Guarantor, the Receivables, the Related Security and the related matters set forth or assumed in each oftheopinions ofcounseldelivered inconnectionwiththisAgreement and the Transaction Documents are true and correct in all material respects.

(y) OtherTransactionDocuments.Eachrepresentationandwarrantymadeby the Seller under each other Transaction Document to which it is a partyis true and correct in all material respects as of the date when made.

(z) Liquidity Coverage Ratio.The Seller does not, does not and will not during this Agreement issue any LCR Security.The Seller further represents and warrants that itsassetsandliabilitiesareconsolidatedwiththeassetsandliabilitiesofAshlandforpurposesof GAAP.

(aa) BeneficialOwnershipRegulation.AsoftheClosingDate,theSellerisan entity that is organized under the laws of the United States or of any state and at least 51% of whose common stock or analogous equity interest is owned directly or indirectly by a company listed on the New York Stock Exchange or the American Stock Exchange or designated as a NASDAQ National Market Securitylisted on the NASDAQ stock exchange and is excluded on thatbasisfromthedefinitionof"LegalEntityCustomer"asdefinedintheBeneficialOwnership Regulation.

(bb) LinkedAccounts.ExceptforthePermittedLinkedAccount,thereareno (i) “Linked Accounts” (as defined in the Account Control Agreement with Bank of America, N.A.) with respect to any Collection Account maintained at Bank of America, N.A, or (ii) any controlled disbursement account or other deposit account at any time linked to any of the Accounts (as defined in the Account Control Agreement with Truist Bank) by a zero balance account connection or other automated funding mechanism with respect to any Collection Account maintained at Truist Bank.

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(cc) ERISA.NostepshavebeentakenbyanyPersontoterminateanyPension Plan the assets of which are not sufficient to satisfy all of its benefit liabilities (as determined under Title IV of ERISA), no contribution failure has occurred or is expected to occur with respect to any Pension Plan sufficient to give rise to a lien under Section 302(f) of ERISA, and each Pension Plan has been administered in all material respects in compliance with its terms and applicable provision of ERISA and the Code.

(dd) Reaffirmation of Representations and Warranties.On the date of each Investment or Issuance, on the date of each Release, on each Settlement Date and on the date each Information Package, Weekly Report or other report is delivered to the Administrative Agent or any Group Agent hereunder, the Seller shall be deemed to have certified that (i) all representationsandwarrantiesoftheSellerhereunderaretrueandcorrectinallmaterialrespects on and as of such day as though made on and as of such day, except for representations and warranties which apply as to an earlier date (in which case such representations and warranties shall betrueandcorrect inallmaterialrespectsasofsuchdate)and(ii)noEventofTermination or an Unmatured Event of Termination has occurred and is continuing or will result from such Investment, Issuance or Release.

(ee)Anti-Corruption Laws. Each Covered Entity, and its directors and officers, and any employee, agent, or Affiliate acting on behalf of such Covered Entity, is not in violation of, and has not, during the past five (5) years, directly or indirectly, taken any act that could cause any Covered Entity to be in violation of Anti-Corruption Laws, including any act in furtherance of an offer, payment, promise to pay, authorization, or ratification of payment, directly or indirectly, of any money or anything of value (including any gift, sample, rebate, travel, meal and lodging expense, entertainment, service, equipment, debt forgiveness, donation, grant or other thing of value, however characterized) to any Government Official or any Person to secure any improper advantage or to obtain or retain business. No Covered Entity nor any of its directors, officers, employees, or to the knowledge of any Seller-Related Party, its agents or Affiliates acting on behalf of such Covered Entity has, during the past five (5) years, received any notice or communication from any Person that alleges, or has been involved in an internal investigation involving any allegations relating to, potential violation of any Anti-Corruption Laws, or has received a request for information from any Official Body regarding Anti-Corruption Law matters. Each Covered Entity has instituted and maintains policies and procedures reasonably designed to ensure compliance with Anti-Corruption Laws.

Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations and warranties contained in this Section shall be continuing, and remain in full force and effect until the Final Payout Date.

SECTION7.02. Representations and Warranties of the Servicer.The Servicer represents and warrants to eachPurchaserPartyas of theClosingDate, oneachSettlementDate and on each dayon which an Investment, Issuance or Release shall have occurred:

(a) Organization and Good Standing.The Servicer is a duly organized and validly existing limited liability company in good standing under the laws of the jurisdiction of itsformation,withthepowerandauthorityunderitsorganizationaldocumentsandunderthe lawsofitsjurisdictionofformationtoownitspropertiesandtoconductitsbusinessassuch properties are currently owned and such business is presently conducted.

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(b) Due Qualification.The Servicer is duly qualified to do business, is in good standing as a foreign entity and has obtained all necessary licenses and approvals in all jurisdictions in which the conduct of its business or the servicing of the Pool Receivables as required by this Agreement requires such qualification, licenses or approvals, except where the failure to do so could not reasonablybe expected to have a Material Adverse Effect.

(c) Power and Authority; Due Authorization.The Servicer has all necessary power and authority to (i) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (ii) perform its obligations under this Agreement and the other Transaction Documents to which it is a partyand the execution, deliveryandperformance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Servicer by all necessary action.

(d) Binding Obligations.This Agreement and each of the other Transaction Documents to which it is a partyconstitutes legal, valid and binding obligations oftheServicer, enforceable against the Servicer in accordance with their respective terms, except (i) as such enforceabilitymaybe limited byapplicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) as such enforceability may be limited by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(e) No Conflict or Violation.The execution and delivery of this Agreement and each other Transaction Document to which the Servicer is a party, the performance of the transactions contemplated by this Agreement and the other Transaction Documents and the fulfillment of the terms of this Agreement and the other Transaction Documents bythe Servicer will not (i) conflict with, result in any breach of any of the terms or provisions of, or constitute (withorwithoutnoticeorlapseoftimeorboth)adefaultunder,theorganizationaldocumentsof the Servicer or any indenture, sale agreement, credit agreement, loan agreement, security agreement, mortgage, deed of trust or other agreement or instrument to which the Servicer is a partyorbywhich it oranyofitspropertyisbound,(ii)resultinthecreationorimpositionofany AdverseClaimuponanyoftheSoldAssetsorSellerCollateralpursuanttothetermsofanysuch indenture,creditagreement,loanagreement,securityagreement,mortgage,deedoftrustorother agreementorinstrument,otherthanthisAgreementandtheotherTransactionDocumentsor (iii)conflict with or violate any Applicable Law, except to the extent that any such conflict, breach, default, AdverseClaim orviolation could not reasonablybe expected to have aMaterial Adverse Effect.

(f) Action, Suit.The Servicer is not in violation of any order of any Governmental Authority that would, individually or in the aggregate with all such other violations, reasonably be expected to have a Material Adverse Effect.There are no actions, suits, litigation or proceedings pending or, to its knowledge, threatened in writing against or affecting it or any of its Affiliates or their respective properties, in or before any Governmental Authority,asto which there isa reasonable possibility of an adverse determination and that, if adverselydetermined, would, individuallyor in the aggregate, reasonablybe expected to have a Material Adverse Effect.

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(g) No Consents.The Servicer is not required to obtain the consent of any other partyor anyconsent,license, approval, registration, authorization ordeclaration of or with any Governmental Authority in connection with the execution, delivery, or performance of this Agreement or any other Transaction Document to which it is a party that has not already been obtained, except where the failure to obtain such consent, license, approval, registration, authorizationordeclarationcouldnotreasonablybeexpectedtohaveaMaterialAdverseEffect.

(h) Compliance with Applicable Law.The Servicer (i) shall duly satisfy all obligations on its part to be fulfilled under or in connection with the Pool Receivables and the related Contracts, (ii) has maintained in effect all qualifications required under Applicable Law in order to properly service the Pool Receivables and (iii) has complied in all material respects withallApplicableLawsinconnectionwithservicingthePoolReceivables,excepttotheextent any noncompliance, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect.

(i) AccuracyofInformation.Noneofthewritteninformation(including e-mail) heretofore, contemporaneously or hereafter furnished by the Seller, the Servicer, any Originator or any of their respective agents or advisors to anyPurchaser, anyGroup Agent, any LC Bank, anyLC Participant or the Administrative Agent for purposes of or in connection with any Transaction Document or any transaction contemplated hereby or thereby contains or will contain any statement which is untrue or misleading in any material respect on the date as of which such information is provided, dated or certified, and no such item ofinformation contains or will contain anyuntruestatement ofmaterial fact or omits or will omit to state amaterial fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, as the case may be; providedthat any such information delivered subsequent to any other written information and on the same subject matter shall, solely to the extent each such item of information is delivered to the same addressee, supersede such earlier delivered information unless the Seller, the applicable Originator or the Servicer shall expressly state otherwise in writing.No written information (including e-mail) (subject to the proviso of the preceding sentence) contained in any report or certificatedeliveredpursuanttothisAgreementoranyotherTransactionDocumentshallomitto state anymaterial fact necessaryto make the statements containedtherein notmisleadingon the date as of which such information is dated or certified.With respect to anyprojections, budgets and other forward looking financial information, it is understood and agreed that (i) anyforward-looking information furnished bythe Seller, anyOriginator or the Servicer is subject to inherent uncertainties and contingencies, which may be beyond the control of such Person, (ii) no assurance is given by the Seller, any Originator or the Servicer that the results or forecast in anysuchforward-lookinginformationwillberealizedand(iii)theactualresultsmaydifferfrom the forecast results set forth in such forward-looking information and such differences may be material.Furthermore, no representation or warranty is made with respect to information of a generaleconomicorgeneralindustrynature.Notwithstandinganythingintheforgoingforegoingparagraph, it is understood and agreed that this Section 7.02(i)shall not apply to any matters addressed by Section 7.02(l).

(j) LocationofRecords.TheofficeswheretheinitialServicerkeepsallofits recordsrelatingto theservicingofthePoolReceivablesarelocatedat5475RingsRoad,Dublin, OH 43017.

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(k) Credit and Collection Policy.The Servicer has complied in all material respects with the Credit and Collection Policy with regard to each Pool Receivable and the related Contracts.

(l) EligibleReceivables.EachReceivableincludedasanEligibleReceivable inthecalculationoftheNetReceivablesPoolBalanceasofanydateisanEligibleReceivableas of such date.

(m) Servicing Programs.No license or approval is required for the AdministrativeAgent’suseofanysoftwareorothercomputerprogramusedbytheServicer,any Originator or any Sub-Servicer in the servicing of the Pool Receivables, other than those which have been obtained and are in full force and effect.

(n) Servicing of Pool Receivables.Since the Closing Date there has been no material adverse change in the ability of the Servicer or any Sub-Servicer to service and collect the Pool Receivables and the Related Security.

(o) OtherTransactionDocuments.Eachrepresentationandwarrantymadeby the Servicer under each other Transaction Document to which it is a party (including, without limitation, the Purchase and SaleAgreement) is true and correct in all material respects as of the date when made.

(p) Investment CompanyAct.The Servicer is not an “investmentcompany,” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act.

(q) Sanctions and International Trade Laws.Each Covered Entity, and its directors and officers, and any employee, agent, or Affiliate acting on behalf of such Covered Entity:(i) is not a Sanctioned Person; (ii) does not do any business in or with, or derive any of its operating income from direct or indirect investments in or transactions involving, any Sanctioned Jurisdiction or Sanctioned Person; and (iii) is not in violation of, and has not, during thepastfive(5)years,directlyorindirectly,takenanyactthatcouldcauseanyCoveredEntityto be in violation of applicable International Trade Laws.No Covered Entity nor any of its directors, officers, employees, or to the knowledge of any Seller-Related Party, its agents or Affiliates acting on behalf of such Covered Entity has, during the past five (5) years, received any notice or communication from any Person that alleges, or has been involved in an internal investigation involving anyallegations relating to, potential violation of anyInternational Trade Laws, or has received a request for information from any Official Body regarding International Trade Law matters.Each Covered Entity has instituted and maintains policies and procedures reasonably designed to ensure compliance with applicable International Trade Laws.No Supporting Assets constitutes Blocked Property.

(r) Transaction Information.Except as maybe required byApplicable Law, none of the Servicer, any Affiliate of the Servicer or any third party with which the Servicer or anyAffiliatethereofhas contracted,hasdelivered, in writingororally,toanyRatingAgency,or monitoring a rating of, any Notes, any Transaction Information without providing such Transaction Information to the applicable Group Agent prior to deliveryto such Rating Agency

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and has not participated in any oral communications with respect to Transaction Information with any Rating Agency without inviting such Group Agent to participate in such oral communications.

(s) Financial Condition.The consolidated balance sheets of the Servicer and its consolidated Subsidiaries as of December 31, 2020 and the related statements of income and shareholders’ equity of the Servicer and its consolidated Subsidiaries for the fiscal quarter then ended, copies of which have been furnished to the Administrative Agent and the Group Agents, present fairly in all material respects the consolidated financial position of the Servicer and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP.

(t) Bulk Sales Act.No transaction contemplated bythis Agreement requires compliance by it with any bulk sales act or similar law.

(u) Taxes.The Servicer has (i) timelyfiled all Tax returns (federal,state and local) required to be filed by it and (ii) paid, or caused to be paid, all Taxes, assessments and other governmental charges, if any, other than Taxes, assessments and other governmental charges being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided in accordance with GAAP.

(v) Opinions.The facts regarding the Seller, the Servicer, each Originator, each Performance Guarantor, the Receivables, the Related Security and the related matters set forth or assumed in each oftheopinions ofcounseldelivered inconnectionwiththisAgreement and the Transaction Documents are true and correct in all material respects.

(w) OtherTransactionDocuments.Eachrepresentationandwarrantymadeby the Servicer under each other Transaction Document to which it is a party is true and correct in all material respects as of the date when made.

(x) LinkedAccounts.ExceptforthePermittedLinkedAccount,thereareno

(i) “Linked Accounts” (as defined in the Account Control Agreement with Bank of America, N.A.) with respect to any Collection Account maintained at Bank of America, N.A, or (ii) any controlled disbursement account or other deposit account at any time linked to any of the Accounts (as defined in the Account Control Agreement with Truist Bank) by a zero balance account connection or other automated funding mechanism with respect to any Collection Account maintained at Truist Bank.

(y) No Servicer Default.No event has occurred and is continuing and no condition exists which constitutes or may reasonably be expected to constitute a Servicer Default.

(z) ERISA.NostepshavebeentakenbyanyPersontoterminateanyPension Plan the assets of which are not sufficient to satisfy all of its benefit liabilities (as determined under Title IV of ERISA), no contribution failure has occurred or is expected to occur with respect to any Pension Plan sufficient to give rise to a lien under Section 302(f) of ERISA, and each Pension Plan has been administered in all material respects in compliance with its termsand applicable provision of ERISA and the Code.

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(aa) Reaffirmation of Representations and Warranties.On the date of each Investment or Issuance, on the date of each Release, on each Settlement Date and on the date each Information Package, Weekly Report or other report is delivered to the Administrative Agent or any Group Agent hereunder, the Servicer shall be deemed to have certified that (i) all representations and warranties of the Servicer hereunder are true and correct in all material respects on and as of such dayasthoughmadeon and as ofsuchday, except for representations and warranties which apply as to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such date) and (ii) no Event of TerminationoranUnmaturedEventofTerminationhasoccurredandiscontinuingorwillresult from such Investment, Issuance or Release.

(bb)Anti-Corruption Laws. Each Covered Entity, and its directors and officers, and any employee, agent, or Affiliate acting on behalf of such Covered Entity, is not in violation of, and has not, during the past five (5) years, directly or indirectly, taken any act that could cause any Covered Entity to be in violation of Anti-Corruption Laws, including any act in furtherance of an offer, payment, promise to pay, authorization, or ratification of payment, directly or indirectly, of any money or anything of value (including any gift, sample, rebate, travel, meal and lodging expense, entertainment, service, equipment, debt forgiveness, donation, grant or other thing of value, however characterized) to any Government Official or any Person to secure any improper advantage or to obtain or retain business. No Covered Entity nor any of its directors, officers, employees, or to the knowledge of any Seller-Related Party, its agents or Affiliates acting on behalf of such Covered Entity has, during the past five (5) years, received any notice or communication from any Person that alleges, or has been involved in an internal investigation involving any allegations relating to, potential violation of any Anti-Corruption Laws, or has received a request for information from any Official Body regarding Anti-Corruption Law matters. Each Covered Entity has instituted and maintains policies and procedures reasonably designed to ensure compliance with Anti-Corruption Laws.

Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations and warranties contained in this Section shall be continuing, and remain in full force and effect until the Final Payout Date.

ARTICLEVIII

COVENANTS

SECTION8.01.CovenantsoftheSeller.AtalltimesfromtheClosingDateuntilthe FinalPayoutDate:

(a) Payment of Principal and Yield.The Seller shall dulyand punctuallypay Capital,Yield,FeesandallotheramountspayablebytheSellerhereunderinaccordancewiththe terms of this Agreement.

(b) Existence.The Seller shall keep in full force and effect its existence and rightsasalimitedliabilitycompanyunderthelawsoftheStateofDelaware,andshallobtainand preserve its qualification to do business in each jurisdiction in which such qualification is orshall be necessary to protect the validity and enforceability of this Agreement, the other Transaction

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Documents,theSoldAssetsandtheSellerCollateral,excepttotheextentthefailure to be so duly organized, in good standing or to maintain authority would not reasonably be expected to have a Material Adverse Effect.

(c) Financial Reporting.The Seller will maintain a system of accounting established and administered in accordance with GAAP, and the Seller (or the Servicer on its behalf) shall furnish to the Administrative Agent and each Group Agent:

(i)Annual Financial Statements of the Seller.Promptly upon completion and in no event later than 90 days after the close of each fiscal year of the Seller,annualunauditedfinancialstatementsoftheSellercertifiedbyaFinancialOfficer of the Seller that they fairly present in all material respects, in accordance with GAAP, the financial condition of the Seller as of the date indicated and the results of its operations for the periods indicated.

(ii)Quarterly Financial Statements of the Seller.Promptly upon completion and in no event later than 45 days followingthe end of each of the first three fiscalquartersineachoftheSeller’sfiscalyears,quarterlyunauditedfinancialstatements of the Seller certified by a Financial Officer of the Seller that they fairly present in all material respects, in accordance with GAAP, the financial condition of the Seller as of the date indicated and the results of its operations for the periods indicated.

(iii)InformationPackagesandWeeklyReports.Bynolaterthan4:00 p.m. on the second Business Day prior to each Settlement Date, or if such day is not a Business Daythen on the next succeeding Business Day(and, duringthe continuation of an Event of Termination or an Unmatured Event of Termination, within three (3) Business Days after a request from the Administrative Agent or any Group Agent), the Servicer (or the Seller on its behalf) shall prepare and forward to the Administrative Agent and each Group Agent an Information Package, certified by the Servicer.In addition to the foregoing, at such times as (a) Ashland’s unsecured debt has a public rating from S&P below “BB-”, or (b) Ashland’s unsecured debt has a public rating from Moody’s below “Ba3”, the Servicer shall be obligated to prepare and forward to the AdministrativeAgentandeachGroupAgentaWeeklyReportoneveryThursdayofeach calendar week (or the next Business Dayif such dayis not a Business Day), certified by the Servicer (or the Seller on its behalf).The reporting period covered by a Weekly Report shall be the period ending on (and including) the Fridaypreceding the applicable reporting date and beginning on (and including) the Saturdaypreceding such Friday.

(iv)Other Information. Such other information (including non-financial information) as the Administrative Agent or any Group Agent may from time to time reasonably request.

(v)QuarterlyFinancialStatementsofParent.Assoonasavailableand innoeventlaterthan45daysfollowingtheendofeachofthefirstthreefiscalquartersin each of Parent’s fiscal years, (i) the unaudited consolidated balance sheet and statements of income of Parent and its consolidated Subsidiaries as at the end of such fiscal quarter and the related unaudited consolidated statements of earnings and cash flows for such fiscal

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quarterandfortheelapsedportionofthefiscalyearendedwiththelastdayofsuch fiscal quarter, in each case setting forth comparative figures for the corresponding fiscal quarter in the prior fiscal year, all of which shall be certified by a Financial Officer of Parent that they fairly present in all material respects, in accordance with GAAP, the financial condition of Parent and its consolidated Subsidiaries as of the dates indicated and the results of their operations for the periods indicated, subject to normal year-end audit adjustments and the absence of footnotes and (ii) management’s discussion and analysis of the important operational and financial developments during such fiscal quarter.

(vi)Annual Financial Statements of Parent.Within 90 days after the close of each of Parent’s fiscal years, the consolidated balance sheet of Parent and its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of earnings and cash flows for such fiscal year setting forth comparative figures for the preceding fiscal year, all reported on by independent certified public accountants of recognized national standing (without (x)a “going concern” or like qualification or exception or (y)a qualification as to the scope of the audit) to the effect that such consolidated financial statements present fairly in all material respects, in accordance with GAAP, the financial condition of Parent and its consolidated Subsidiaries as of the dates indicated and the results of their operations for the periods indicated.

(vii)Other Reports and Filings.Promptly (but in any event within ten days) after the filing or delivery thereof, copies of all financial information, proxy materials and reports, if any, which Parent or any of its consolidated Subsidiaries shall publicly file with the SEC or deliver to holders (or any trustee, agent or other representative therefor) of any of its material Debt pursuant to the terms of the documentation governing the same.

(viii) Notwithstanding anything herein to the contrary, any financial information, proxy statements or other material required to be delivered pursuant to this paragraph(c)shallbedeemedtohavebeenfurnishedtoeachoftheAdministrativeAgent and each Group Agent on the date that such report, proxy statement or other material is posted on the SEC’s website at www.sec.gov.

(d) Notices.The Seller (or the Servicer on its behalf) will notify the Administrative Agent and each Group Agent in writing of anyof the following events promptly upon (but in no eventlaterthan five (5) Business Days after) a Financial Officerorotherofficer learning of the occurrence thereof, with such notice describing the same, and if applicable, the steps being taken by the Person(s) affected with respect thereto:

(i)Notice of Events of Termination or Unmatured Events ofTermination.A statement of a Financial Officer of the Seller setting forth details of any Event of Termination or Unmatured Event of Termination that has occurred and is continuing and the action which the Seller proposes to take with respect thereto.

(ii)[Reserved].

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(iii)Litigation.The institution of anylitigation, arbitrationproceeding or governmental proceeding with respect to the Seller, the Servicer, any Performance Guarantor or any Originator, which with respect to any Person other than the Seller, could reasonably be expected to have a Material Adverse Effect.

(iv)Adverse Claim.(A) Any Person shall obtain an Adverse Claim upon the Sold Assets or Seller Collateral or any portion thereof, (B) any Person other than the Seller, the Servicer or the Administrative Agent shall obtain anyrights or direct any action with respect to any Collection Account (or related Lock-Box) or (C) any Obligor shall receive any change in payment instructions with respect to Pool Receivable(s) from a Person other than the Servicer or the Administrative Agent.

(v)Change in Name or Jurisdiction of Organization, etc.At least thirty(30)daysbeforeanychangeinanyOriginator’sortheSeller’sname,jurisdictionof organization or anyother change requiring the amendment of UCC financing statements.

(vi)Change in Accountants or Accounting Policy.Any change in (i) the external accountants of the Seller, the Servicer, anyOriginator or the Parent, (ii) any accounting policy of the Seller or (iii) any material accounting policy of any Originator that is relevant to the transactions contemplated by this Agreement or any other Transaction Document (it being understood that any change to the manner in which any Originator accounts for the Pool Receivables shall be deemed “material” for such purpose).

(vii)TerminationEvent. TheoccurrenceofaPurchaseandSale Termination Event under the Purchase and Sale Agreement.

(viii)Material Adverse Change.Promptly after the occurrence thereof, notice of any Material Adverse Effect.

(e) Conduct of Business.The Seller will carryon and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conductedandwilldoallthingsnecessarytoremaindulyorganized,validlyexistingandingood standing as a domestic organization in its jurisdiction of organization and maintain all requisite authorityto conduct itsbusinessin each jurisdiction in which itsbusinessisconducted, except to theextentthefailuretobesodulyorganized,ingoodstandingortomaintainauthoritywouldnot reasonably be expected to have a Material Adverse Effect.

(f) Compliancewith Laws.TheSeller will complywith all ApplicableLaws to which it may be subject if the failure to comply could reasonably be expected to have a Material Adverse Effect.

(g) Payments on Receivables, Collection Accounts.The Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box.The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such CollectionsfromotherpropertyoftheServicerandtheOriginators.IfanypaymentsonthePool Receivables or other Collections arereceived bythe Seller, the Servicer oran Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents and the

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other Secured Parties and promptly (but in any event within two (2) Business Day after receipt) remit such funds into a Collection Account.The Servicer shall not permit funds other than Collections on Pool Receivables and other Sold Assets and Seller Collateral to be deposited into any Collection Account.If such funds are nevertheless deposited into any Collection Account, the Servicer will (x) if such funds relate to misdirected payments made to a Collection Account with respect to accounts owing to Arkema S.A. or any Subsidiary thereof relating to performance adhesives during the twelve (12) months following the effectiveness of the transactiondescribedintheParent’s8-KfiledonAugust31,2021,withinfive(5)BusinessDays identify and transfer such funds to the appropriate Person entitled to such funds and (y) otherwise, within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds.The Servicer will not, and will not permit the Seller, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Group Agent or any other Secured Party is entitled, with any other funds.TheServicershallonlyaddaCollectionAccount(orarelatedLock-Box),oraCollection Account Bank to those listed on Schedule IIto this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copyof an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank.The Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

(h) Payments on Receivables, Collection Accounts. The Seller (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Seller (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Seller, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account. The Seller (or the Servicer on its behalf) will cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement. The Seller shall not permit funds other than Collections on Pool Receivables and other Sold Assets and Seller Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Seller (or the Servicer on its behalf) will (x) if such funds relate to misdirected payments made to a Collection Account with respect to accounts owing to Arkema S.A. or any Subsidiary thereof relating to performance adhesives during the twelve (12) months following the effectiveness of the transaction described in the Parent’s 8-K filed on August 31, 2021, within five (5) Business Days identify and transfer such funds to the appropriate Person entitled to such funds and (y) otherwise, within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Seller will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Group Agent or any other Secured Party is entitled, with any other funds. The Seller shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank.

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The Seller shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent. The Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Seller.

(i) Sales, Liens, etc.Except asotherwiseprovidedherein,theSeller will not sell,assign(byoperationoflaworotherwise)orotherwisedisposeof,orcreateorsuffertoexist anyAdverse Claim upon (including, withoutlimitation,the filingof anyfinancingstatement)or with respect to, anyPool Receivable, Sold Assets or anySeller Collateral, or assign anyright to receive income in respect thereof.

(j) Extension or Amendment of Pool Receivables.Except as otherwise permitted in Section 9.02, the Seller will not, and will not permit the Servicer to, alter the delinquency status or adjust the Outstanding Balance or otherwise modify the terms of anyPool Receivable in anymaterial respect, or amend, modifyor waive, in anymaterial respect, anyterm orconditionofanyrelatedContract.TheSellershallatitsexpense,timelyandfullyperformand comply in all material respects with all provisions, covenants and other promises required to be observed by it under the Contracts related to the Pool Receivables, and timely and fully comply with the Credit and Collection Policy with regard to each Pool Receivable and the related Contract.

(k) ChangeinCreditandCollectionPolicy.TheSellerwillnotmakeany changeintheCreditandCollectionPolicy thatcouldimpairthecollectability ofany Eligible Receivable in any material respect or reasonably be expected to have a Material Adverse Effect without the prior written consent of the Administrative Agent and the Majority Group Agents. Atleastten(10)BusinessDayspriortothedateany materialchangeinoramendmenttothe CreditandCollectionPolicy ismade,theSellerwilldeliveracopy of the updated Credit and Collection Policy to the Administrative Agent and each Purchaser.

(l) Fundamental Changes. The Seller shall not, without the prior written consent of the Administrative Agent and the Majority Group Agents, permit itself (i) to merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person or (ii) undertake any division of its rights, assets, obligations, or liabilities pursuant to a plan of division or otherwise pursuant to Applicable Law or (iii) to be directly owned by any Person other than an Originator. The Seller shall not, without the prior written consent of the Administrative Agent and the Majority Group Agents, make any change in the Seller’s name, identity, corporate structure or location or make any other change in the Seller’s identity or corporate structure that could impair or otherwise render any UCC financing statement filed in connection with this Agreement or any other Transaction Document “seriously misleading” as such term (or similar term) is used in the applicable UCC.

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(m) Books and Records.The Seller shall maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an abilityto recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Pool Receivables (including records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).

(n) IdentifyingofRecords.TheSellershall:(i)identify(orcausetheServicer to identify) its master dataprocessing records relating to Pool Receivables and related Contracts with alegend that indicates that thePool Receivables havebeenpledged inaccordancewith this Agreement and (ii) cause each Originator so to identify its master data processing records with such a legend.

(o) Change in Payment Instructions to Obligors.The Seller shall not (and shall not permit the Servicer or any Sub-Servicer to) add, replace or terminate any Collection Account (or any related Lock-Box) or make any change in its (or their) instructions to the Obligors regarding payments to be made to the Collection Accounts (or any related Lock-Box), other than any instruction to remit payments to a different Collection Account (or any related Lock-Box), unless the Administrative Agent shall have received (i) prior written notice of such addition, termination or change and (ii) a signed and acknowledged Account Control Agreement (oramendmentthereto)withrespecttosuchnewCollectionAccounts(oranyrelatedLock-Box), and the Administrative Agent shall have consented to such change in writing.

(p) Security Interest, Etc. The Seller shall (and shall cause the Servicer to), at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable ownership or security interest in the Sold Assets and Seller Collateral, and a first priority perfected security interest in the Sold Assets and Seller Collateral, in each case free and clear of any Adverse Claim, in favor of the Administrative Agent (on behalf of the Secured Parties), including taking such action to perfect, protect or more fully evidence the security interest of the Administrative Agent (on behalf of the Secured Parties) as the Administrative Agent or any Secured Party may reasonably request; provided, however, that Seller shall not be required to perfect any sale, pledge or other assignment of any Foreign Receivable solely as against the related Obligor solely pursuant to the laws of jurisdictions other than the United States of America (or any State or municipality in the United States of America). In order to evidence the security interests of the Administrative Agent under this Agreement, the Seller shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the Administrative Agent) to maintain and perfect, as a first-priority interest, the Administrative Agent’s security interest in the Receivables, Related Security and Collections; provided, however, that Seller shall not be required to perfect any sale, pledge or other assignment of any Foreign Receivable solely as against the related Obligor solely pursuant to the laws of jurisdictions other than the United States of America (or any State or municipality in the United States of America). The Seller shall, from time to time and within the time limits established by law, prepare and present to the Administrative Agent for the Administrative Agent’s authorization and approval, all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings

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necessary to continue, maintain and perfect the Administrative Agent’s security interest as a first-priority interest. The Administrative Agent’s approval of such filings shall authorize the Seller to file such financing statements under the UCC without the signature of the Seller, any Originator or the Administrative Agent where allowed by Applicable Law. Notwithstanding anything else in the Transaction Documents to the contrary, the Seller shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes any Sold Assets or Seller Collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the Administrative Agent.

(q) Certain Agreements.Without the prior written consent of the Administrative Agent and the Majority Group Agents, the Seller will not (and will not permit any Originator or the Servicer to) amend, modify, waive, revoke or terminate any Transaction Document to which it is apartyor anyprovision of theSeller’s organizationaldocuments which requires the consent of the “Independent Director” (as such term is used in the Seller’s Certificate of Formation and Limited Liability Company Agreement).

(r) Restricted Payments.(i)Except pursuant to clause (ii)below, the Seller willnot:(A)purchaseorredeemanyofitsmembershipinterests,(B)declareorpayanydividend or set aside any funds for any such purpose, (C)prepay, purchase or redeem any Debt, (D)lend or advance any funds or (E)repay any loans or advances to, for or from anyof its Affiliates (the amounts described in clauses (A)through (E)being referred to as “Restricted Payments”).

(ii)Subject to the limitations set forth in clause (iii)below, the Seller maymakeRestrictedPaymentssolongassuchRestrictedPaymentsaremadeonlyinone or more of the following ways: (A) the Seller may make cash payments (including prepayments) on the Intercompany Loans in accordance with their respective terms and (B) the Seller may declare and pay dividends if, both immediately before and immediately after giving effect thereto, the Seller’s Net Worth is not less than the Required Capital Amount.

(iii)The Seller maymake Restricted Payments onlyout of the funds, if any,itreceivespursuanttoSections4.01ofthisAgreement;providedthattheSellershall not pay, make ordeclareanyRestricted Payment (includinganydividend) if,aftergiving effect thereto, any Event of Termination or Unmatured Event of Termination shall have occurred and be continuing.

(s) Other Business.TheSeller willnot: (i) engagein anybusinessotherthan the transactions contemplated bythe Transaction Documents, (ii) create,incurorpermit to exist any Debt of any kind (or cause or permit to be issued for its account any letters of credit (excluding, for the avoidance of doubt, Letters of Credit issued hereunder) or bankers’ acceptancesotherthanpursuanttothisAgreementortheIntercompanyLoanAgreementsor(iii) form any Subsidiary or make any investments in any other Person.

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(t) Use of Collections Available to the Seller.The Seller shall apply the Collections available to the Seller to make payments in the following order of priority: (i) the payment of its obligations under this Agreement and each of the other Transaction Documents (other than the IntercompanyLoan Agreements), (ii)thepaymentof accrued andunpaidinterest on the Intercompany Loans and (iii) other legal and valid purposes.

(u) Further Assurances.(i)The Seller hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to takeall further actions, that maybenecessaryor desirable, or that the Administrative Agent mayreasonablyrequest, to perfect, protect or more fullyevidence thesecurityinterestgrantedpursuanttothisAgreementoranyotherTransactionDocument,orto enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction Document. Without limiting the foregoing, the Seller hereby authorizes, and will, upon the request of theAdministrativeAgent,attheSeller’sownexpense,execute(ifnecessary)andfilesuchfinancing statements or continuation statements, or amendments thereto, and such other instruments and documents, that maybe necessaryor desirable, or that the Administrative Agent mayreasonably request, to perfect, protect or evidence any of the foregoing.

(ii)The Seller authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Sold Assets and Seller Collateral without the signature of the Seller.A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law.

(iii)The Seller shall at all times be organized under the laws of the State of Delaware and shall not take anyaction to change its jurisdiction of organization.

(iv)The Seller will not change its name, location, identityor corporate structure unless (x) theSeller, at its own expense, shall havetaken all action necessaryor appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Seller shall cause to be delivered to the Administrative Agent, an opinion, in form and substancesatisfactorytotheAdministrativeAgentastosuchUCCperfectionandpriority matters as the Administrative Agent may request at such time.

(v) Sanctions; Anti-Money Laundering Laws; Anti-Corruption Laws;International Trade Laws.The Seller shall:

(i) (A) immediately notify each Purchaser Party in writing upon the occurrence of a Reportable Compliance Event; (B) immediately provide substitute Supporting Assets to the Administrative Agent if, at any time, any Supporting Assets become Blocked Property; and (C) conduct its business in compliance with applicable Anti-Corruption Laws, Anti-Money Laundering Laws and International Trade Laws and

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maintainineffectpoliciesandproceduresreasonablydesignedtoensurecompliancewith all applicable Anti-Corruption Laws, Anti-Money Laundering Laws and International Trade Laws by each Covered Entity, and its directors and officers, and any employee, agent or Affiliate acting on behalf of such Covered Entity in connection with this Agreement; and

(ii) not, and not permit any of its Subsidiaries to, do any of the following, nor permit its or their respective directors, officers, employees, agents or Affiliates acting on its or their behalf in connection with this Agreement to:(A) become a Sanctioned Person; (B) directly or indirectly, provide, use, or make available any Investments or the proceeds thereof hereunder (w) to fund any activities or business of, with, or for the benefit of any Person that, at the time of such funding or facilitation, is a Sanctioned Person, (x) to fund or facilitate any activities or business of or in any SanctionedJurisdiction,(y)inanymannerthatresultsorwouldlikelyresultinaviolation by any Person of Anti-Corruption Law, Anti-Money Laundering, or International Trade Laws (including any Purchaser Party, underwriter, advisor, investor, or otherwise) or (z) inviolationofanyapplicableLaw,including,withoutlimitation,anyapplicable Anti-Corruption Law, Anti-Money Laundering Law or International Trade Law; (C) repay any Seller Obligations with Blocked Property or funds derived from any unlawful activity; or (D) permit any Supporting Assets to become Blocked Property.

(w) Transaction Information.Except as may be required by Applicable Law, none of the Seller, any Affiliate of the Seller or any third party with which the Seller or any Affiliate thereof has contracted, shall deliver, in writing or orally, to any Rating Agency, any TransactionInformationwithoutprovidingsuchTransactionInformationtotheapplicableGroup Agent prior to delivery to such Rating Agency and will not participate in any oral communications with respect to Transaction Information with any Rating Agency without the participation of such Group Agent.

(x) Taxes.The Seller will (i)timely file all Tax returns (federal, state and local) required to befiled byit and(ii)pay, orcauseto bepaid,allTaxes,assessments andother governmental charges, if any, other than Taxes, assessments and other governmental charges beingcontestedingoodfaithbyappropriateproceedingsandastowhichadequatereserveshave been provided in accordance with GAAP.

(y) Seller’s Tax Status.The Seller will remain (i) either (A) a wholly-owned subsidiaryof a United States person (within themeaningofSection7701(a)(30) of theCode) or (B) a partnership for U.S. federal income tax purposes all of the beneficial owners of which are “UnitedStatespersons”(withinthemeaningofSection7701(a)(30)of theCode)and(ii)notbe subjecttowithholdingunderSection1446oftheCode.Noactionwillbetakenthatwouldcause the Seller to (i)be treated other than as (A) a “disregarded entity” within the meaning of U.S. Treasury Regulation §301.7701-3 for U.S. federal income tax purposes or (B) a partnership for U.S. federal income tax purposes all of the beneficial owners of which are “United States persons” within the meaning of Section 7701(a)(30) of the Code or (ii)become an association taxable as acorporation or apubliclytraded partnership taxableas acorporation for U.S.federal income tax purposes.The Seller shall not become subject to anyTax in anyjurisdiction outside theUnitedStatesoranymaterialstateorlocaltax.IfSellerisclassifiedasapartnershipforU.S. federal

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income tax purposes, then it will, to the extent eligible, make an election under Section 6221(b) or Section 6226(a) of the Code (or any similar election available pursuant to the U.S. Treasury Regulations under Sections 6221 through 6241 of the Code at such time) for the applicable taxable year or with respect to an applicable determination of partnership adjustment.

(z) Liquidity Coverage Ratio.The Seller shall not issue any LCR Security.

(aa) BeneficialOwnershipRegulation.Promptlyfollowinganychangethat would result in a change to the status as an excluded “Legal Entity Customer” under (and as defined in) the Beneficial Ownership Regulation, the Seller shall execute and deliver to the Administrative Agent a Certification of Beneficial Owner(s) complying with the Beneficial Ownership Regulation, in form and substance reasonably acceptable to the Administrative Agent.

(bb) Linked Accounts.Except for the Permitted Linked Account, Seller shall notpermitany(i)“LinkedAccount”(asdefinedintheAccountControlAgreementwithBankof America, N.A.) to exist with respect to anyCollection Account maintained at Bank of America, N.A,or(ii)controlleddisbursementaccountorotherdepositaccountatanytimelinkedtoanyof theAccounts (as defined in theAccount Control Agreement with Truist Bank) byazerobalance account connection or other automated funding mechanism with respect to any BlockedCollectionAccount maintained at Truist Bank; provided, however, that at any time (w) during the continuance of a an Event of Termination, (x) during the continuance of an Unmatured Event of Termination, (y) that Ashland’s unsecured debt has a public rating from S&Pbelow“BB-”,or(z)thatAshland’sunsecureddebthasapublicratingfromMoody’sbelow “Ba3”,theSellershall,ifsoinstructedbytheAdministrativeAgent(initssolediscretion),cause the Permitted Linked Account,promptly, but not laterthan five (5) Business Days followingthe Seller’s or the Servicer’s receipt of such instruction, to cease being a (i) “Linked Account” (as defined in the Account Control Agreement with Bank of America, N.A.) or (ii) controlled disbursement account or other deposit account linked to any of the Accounts (as defined in the Account Control Agreement with Truist Bank) by a zero balance account connection or other automated funding mechanism with respect to any Collection Account maintained at Truist Bank.

(cc)Seller’s Net Worth.The Seller shall not permit the Seller’s Net Worth to be less than the Required Capital Amount.

(dd)MinimumFundingThreshold.Atalltimesafterthe60thdayfollowingtheClosing DateSubject to the proviso hereto, the Seller shall cause the Aggregate Capital to exceed theMinimumFundingThresholdat alltimes;provided,that,uponwrittennoticefromtheSeller to the Administrative Agent, the Seller shall be entitled to designate by written notice to the Administrative Agent a holiday from compliance with the Minimum Funding Threshold for aperiod of sixty consecutive calendar days not more than once per calendar year.up to sixty (60)days (which may be discontinuous) during any calendar year as days on which the Seller neednot comply with this covenant.

SECTION8.02.Covenants of theServicer.At all times from theClosingDateuntil the Final Payout Date:

(a) Existence.The Servicer shall keep in full force and effect its existence and rights as a corporation or other entity under the laws of its jurisdiction of formation.The Servicer

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shall obtain and preserve its qualification to do business in each jurisdiction in which the conduct of its business or the servicing of the Pool Receivables as required by this Agreementrequiressuchqualification,exceptwherethefailuretodosocouldnotreasonablybe expected to have a Material Adverse Effect.

(b) Financial Reporting.The Servicer will maintain a system of accounting established and administered in accordance with GAAP, and the Servicer shall furnish to the Administrative Agent and each Group Agent:

(i)Compliance Certificates.No later than five (5) Business Days after the deliveryof the financial statements referred to in Sections 8.01(c)(v)and(vi), a compliance certificatein form andsubstancesubstantiallysimilarto Exhibit Hsignedby a Financial Officer of the Servicer stating that no Event of Termination or Unmatured Event of Termination has occurred and is continuing, or if any Event of Termination or Unmatured Event of Termination has occurred and is continuing, stating the nature and status thereof.

(ii)InformationPackagesandWeeklyReports.Bynolaterthan4:00 p.m. on the second Business Day prior to each Settlement Date, or if such day is not a Business Daythen on the next succeeding Business Day(and, duringthe continuation of an Event of Termination or an Unmatured Event of Termination, within three (3) Business Days after a request from the Administrative Agent or any Group Agent), the Servicer (or the Seller on its behalf) shall prepare and forward to the Administrative Agent and each Group Agent an Information Package, certified by the Servicer.In addition to the foregoing, at such times as (a) Ashland’s unsecured debt has a public rating from S&P below “BB-”, or (b) Ashland’s unsecured debt has a public rating from Moody’s below “Ba3”, the Servicer shall be obligated to prepare and forward to the AdministrativeAgentandeachGroupAgentaWeeklyReportoneveryThursdayofeach calendar week (or the next Business Dayif such dayis not a Business Day), certified by the Servicer (or the Seller on its behalf).The reporting period covered by a Weekly Report shall be the period ending on (and including) the Fridaypreceding the applicable reporting date and beginning on (and including) the Saturdaypreceding such Friday.

(iii)OtherInformation.Suchotherinformation(includingnon-financial information) as the Administrative Agent or any Group Agent may from time to time reasonably request.

(c) Notices.The Servicer will notify the Administrative Agent and each Group Agent in writing of anyof the following events promptlyupon (but in no event laterthan five (5) Business Days after) a Financial Officer or other officer learning of the occurrence thereof, with such notice describing the same, and if applicable, the steps being taken by the Person(s) affected with respect thereto:

(i)NoticeofEventsofTerminationorUnmaturedEventsofTermination.A statement of a Financial Officer of the Servicer setting forth details of

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any Event of Termination or Unmatured Event of Termination that has occurred and is continuing and the action which the Servicer proposes to take with respect thereto.

(ii)[Reserved].

(iii)Litigation.The institution of anylitigation, arbitrationproceeding or governmental proceeding which could reasonably be expected to have a Material Adverse Effect.

(iv)Adverse Claim.(A) Any Person shall obtain an Adverse Claim upon the Sold Assets or theSellerCollateral oranyportion thereof,(B)anyPerson other than the Seller, the Servicer or the Administrative Agent shall obtain anyrights or direct any action with respect to any Collection Account (or related Lock-Box) or (C) any Obligor shall receive any change in payment instructions with respect to Pool Receivable(s) from a Person other than the Servicer or the Administrative Agent.

(v)Change in Name or Jurisdiction of Organization, etc.At least thirty(30)daysbeforeanychangeinanyOriginator’sortheSeller’sname,jurisdictionof organization or anyother change requiring the amendment of UCC financing statements.

(vi)ChangeinAccountantsorAccountingPolicy.Anychangein (i)theexternalaccountantsoftheSeller,theServicer,anyOriginatorortheParent, (ii)any accounting policy of the Seller or (iii) any material accounting policy of any Originator that is relevant to the transactions contemplated by this Agreement or any otherTransactionDocument(itbeingunderstoodthatanychangetothemannerinwhich any Originator accounts for the Pool Receivables shall be deemed “material” for such purpose).

(vii)Termination Event.The occurrence of a Purchase and Sale Termination Event under the Purchase and Sale Agreement.

(viii)ERISA.Promptly after the filing, giving or receiving thereof, copies of all reports and notices with respect to any Reportable Event pertaining to any PensionPlanandcopiesofanynoticebyanyPersonofitsintenttoterminateanyPension Plan,andpromptlyupontheoccurrencethereof,writtennoticeofanycontributionfailure with respect to any Pension Plan sufficient to give rise to a lien under Section 302(f) of ERISA.

(ix)Material Adverse Change.Promptly after the occurrence thereof, notice of any Material Adverse Effect.

(d) Conduct of Business.TheServicer will carryon and conduct itsbusiness in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted, and will do all things necessary to remain duly organized, validly existing and in good standing as a domestic limited liability company in its jurisdiction of organization and maintain all requisite authority to conduct its business in each jurisdiction in which its businessisconductedifthefailuretohavesuchauthoritycouldreasonablybeexpectedtohavea Material Adverse Effect.

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(e) Compliance with Laws.The Servicer will comply with all Applicable Laws to which it maybe subject if the failure to complycould reasonablybe expected tohave a Material Adverse Effect.

(f) Furnishing of Information and Inspection of Receivables.The Servicer will furnish or cause to be furnished to the Administrative Agent and each Group Agent from timetotimesuchinformationwithrespecttothePoolReceivablesandtheotherSoldAssetsand Seller Collateral as the Administrative Agent or any Group Agent mayreasonablyrequest.The Servicer will, at the Servicer’s expense, during regular business hours with prior written notice, (i) permit the Administrative Agent and each Group Agent or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Sold Assets and the Seller Collateral, (B) visit the officesandpropertiesoftheServicerforthepurposeofexaminingsuchbooksandrecordsand (C) discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral ortheServicer’sperformancehereunderorundertheotherTransactionDocumentstowhichitis a party with any of the officers, directors, employees or independent public accountants of the Servicer (provided that representatives of the Servicer are present during such discussions) having knowledge of such matters and (ii)without limiting the provisions of clause (i)above, during regular business hours, at the Servicer’s expense, upon prior written notice from the Administrative Agent, permit certified public accountants or other auditors acceptable to the Administrative Agent to conduct a review of its books and records with respect to the Pool Receivables, the other Sold Assets and the Seller Collateral; provided, that the Servicer shall be requiredtoreimbursetheAdministrativeAgentforonlyone(1)suchreviewpursuantto clause(ii)aboveinanytwelve-monthperiodunlessanEventofTerminationhasoccurredandis continuing.

(g) Payments on Receivables, Collection Accounts.The Servicer will at all times,instruct all Obligors todeliverpayments on thePoolReceivables to aCollectionAccount or a Lock-Box.The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such CollectionsfromotherpropertyoftheServicerandtheOriginators.IfanypaymentsonthePool ReceivablesorotherCollectionsarereceivedbytheSeller,theServiceroranOriginator,itshall hold such paymentsin trustfor the benefitof the Administrative Agent, the Group Agents and the other Secured Parties and promptly (but in any event within two (2) Business Day after receipt) remit such funds into a Collection Account.The Servicer shall not permit funds other thanCollectionsonPoolReceivablesandotherSoldAssetsandSellerCollateraltobedeposited into any Collection Account.If such funds are nevertheless deposited into any Collection Account, the Servicer will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds.The Servicer will not, and will not permit the Seller, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Group Agent or any other Secured Party is entitled, with any other funds.TheServicershallonlyaddaCollectionAccount(orarelatedLock-Box),oraCollection Account Bank to those listed on Schedule IIto this Agreement, if the Administrative Agent has received notice ofsuch addition and an executed andacknowledged copyof an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank.The Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

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(h) Extension or Amendment of Pool Receivables.Except as otherwise permitted in Section9.02, the Servicer will not alter the delinquency status or adjust the Outstanding Balance or otherwise modify the terms of any Pool Receivable in any material respect, or amend,modifyorwaive, inanymaterialrespect,anyterm orcondition ofanyrelated Contract. The Servicer shall at its expense, timely and fully perform and comply in all material respects with all provisions, covenants and other promises required to be observed by it under the Contracts related to the Pool Receivables, and timely and fully comply in all material respects with the Credit and Collection Policy with regard to each Pool Receivable and the related Contract.

(i) Change in Credit and Collection Policy.The Servicer will not make any changeintheCreditandCollectionPolicy thatcouldimpairthecollectability ofany Eligible Receivable in any material respect or reasonably be expected to have a Material Adverse Effect without the prior written consent of the Administrative Agent and the Majority Group Agents. Atleastten(10)BusinessDayspriortothedateany materialchangeinoramendmenttothe Credit and Collection Policy is made, the Servicer will deliver a copyof the updated Credit and Collection Policy to the Administrative Agent and each Purchaser.

(j) Records.The Servicer will maintain and implement administrative and operating procedures (including an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Pool Receivables (including records adequate to permit the dailyidentification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).

(k) Identifying of Records.The Servicer shall identify its master data processingrecordsrelatingtoPoolReceivablesandrelatedContractswithalegendthatindicates that the Pool Receivables have been pledged in accordance with this Agreement.

(l) Change in Payment Instructions to Obligors.The Servicer shall not (and shall not permit any Sub-Servicer to) add, replace or terminate any Collection Account (or any related Lock-Box) or make anychange in its instructions to the Obligors regarding payments to be made to the Collection Accounts (or any related Lock-Box), other than any instruction to remit payments to a different Collection Account (or any related Lock-Box), unless the AdministrativeAgentshallhavereceived(i)priorwrittennoticeofsuchaddition,terminationor change and (ii) a signed and acknowledged Account Control Agreement (or an amendment thereto) with respect to such new Collection Accounts (or any related Lock-Box) and the Administrative Agent shall have consented to such change in writing.

(m) Security Interest, Etc.The Servicer shall, at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable first priority perfected securityinterest in the Sold Assets andSellerCollateral, in each case free and clear of any Adverse Claim in favor of the Administrative Agent (on behalf of the Secured Parties), includingtakingsuch action toperfect, protect ormorefullyevidencethesecurityinterest of the Administrative Agent (on behalf of the Secured Parties) as the Administrative Agent or any Secured Party may reasonably request; provided, however, that Servicer shall not be required to perfect any sale, pledge or other assignment of any Foreign Receivable solely as against the related

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Obligor solely pursuant to the laws of jurisdictions other than the United States of America(oranyStateormunicipalityin theUnitedStates ofAmerica).Inordertoevidencethe security interests of the Administrative Agent under this Agreement, the Servicer shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the Administrative Agent) to maintain and perfect, as a first-priority interest, the Administrative Agent’s security interest in the Receivables, Related Security and Collections; provided, however, that Servicer shall not be required to perfect any sale, pledge or other assignment of any Foreign Receivable solely as against the related Obligor solely pursuant to the laws of jurisdictions other than the United States of America (or any State or municipality in the United States of America).The Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrative Agent for the Administrative Agent’s authorization and approval, all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrative Agent’s security interest as a first-priority interest.The Administrative Agent’s approval of such filings shall authorize the Servicer to file such financing statements under the UCC without the signature of the Seller, any Originator or the Administrative Agent where allowedbyApplicableLaw.NotwithstandinganythingelseintheTransactionDocumentstothe contrary, the Servicer shall not have any authority to file a termination, partial termination, release,partialrelease,oranyamendmentthatdeletesthenameofadebtororexcludescollateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the Administrative Agent.

(n) Further Assurances.The Servicer hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to takeall further actions, that maybenecessaryor desirable, or that the Administrative Agent mayreasonablyrequest, to perfect, protect or more fullyevidence thesecurityinterestgrantedpursuanttothisAgreementoranyotherTransactionDocument,orto enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce their respectiverightsandremediesunderthisAgreementoranyotherTransactionDocument. Without limiting the foregoing, the Servicer herebyauthorizes, and will, upon the request ofthe AdministrativeAgent,attheServicer’sownexpense,execute(ifnecessary)andfilesuch financingstatementsorcontinuationstatements,oramendmentsthereto,andsuchother instrumentsanddocuments,thatmaybenecessaryordesirable,orthattheAdministrativeAgent may reasonably request, to perfect, protect or evidence anyof the foregoing.

(o) Transaction Information.None of the Servicer, any Affiliate of the Servicer or any third party contracted by the Servicer or any Affiliate thereof, shall deliver, in writing or orally, to any Rating Agency, any Transaction Information without providing such Transaction Information to the applicable Group Agent priortodeliverytosuchRatingAgency, andwillnotparticipateinanyoralcommunicationswithrespecttoTransactionInformationwith any Rating Agency without the participation of such Group Agent.

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(p) Sanctions; Anti-Money Laundering Laws; Anti-Corruption Laws;International Trade Laws.The Servicer shall, and shall cause each other Covered Entityto:

(i) (A) immediately notify each Purchaser Party in writing upon the occurrence of a Reportable Compliance Event; (B) immediately provide substitute Supporting Assets to the Administrative Agent if, at any time, any Supporting Assets become Blocked Property; and (C) conduct its business in compliance with applicable Anti-Corruption Laws, Anti-Money Laundering Laws and International Trade Laws and maintainineffectpoliciesandproceduresreasonablydesignedtoensurecompliancewith all applicable Anti-Corruption Laws, Anti-Money Laundering Laws and International Trade Laws by each Covered Entity, and its directors and officers, and any employee, agent or Affiliate acting on behalf of such Covered Entity in connection with this Agreement; and

(ii) not, and not permit any of its Subsidiaries to, do any of the following, nor permit its or their respective directors, officers, employees, agents or Affiliates acting on its or their behalf in connection with this Agreement to:(A) become a Sanctioned Person; (B) directly or indirectly, provide, use, or make available any Investments or the proceeds thereof hereunder (w) to fund any activities or business of, with, or for the benefit of any Person that, at the time of such funding or facilitation, is a Sanctioned Person, (x) to fund or facilitate any activities or business of or in any SanctionedJurisdiction,(y)inanymannerthatresultsorwouldlikelyresultinaviolation by any Person of Anti-Corruption Law, Anti-Money Laundering, or International Trade Laws (including any Purchaser Party, underwriter, advisor, investor, or otherwise) or (z) inviolationofanyapplicableLaw,including,withoutlimitation,anyapplicable Anti-Corruption Law, Anti-Money Laundering Law or International Trade Law; (C) repayanyInvestmentwithBlockedPropertyorfundsderivedfromanyunlawfulactivity; or (D) permit any Supporting Assets to become Blocked Property.

(q) Taxes.The Servicer will (i)timely file all Tax returns (federal, state and local) required to befiled byit and(ii)pay, orcauseto bepaid,allTaxes,assessments andother governmentalcharges,ifany,otherthanTaxes,assessmentsandothergovernmentalcharges beingcontestedingoodfaithbyappropriateproceedingsandastowhichadequatereserveshave been provided in accordance with GAAP.

(r) Seller’s Tax Status.TheServicer shall not take or cause anyaction to be taken that could result in the Seller (i) being treated other than as (A) a “disregarded entity” within the meaning of U.S. Treasury Regulation § 301.7701-3 for U.S. federal income tax purposesor(B)apartnershipforU.S.federalincometaxpurposesallofthebeneficialownersof which are “United States persons” within themeaningofSection 7701(a)(30) of theCode or(ii) becoming an association taxable as a corporation or a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (iii) becoming subject to any Tax in any jurisdiction outside the United States or any material state or local tax.

(s) Deemed Financial Covenants. If, at any time after the Closing Date and until the Final Payout Date, the Financial Covenants are amended or are otherwise varied from the Ashland Credit Agreement in effect on the Closing Date, Ashland shall provide copies of such

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changes or amendments to the Administrative Agent and each Group Agent within three (3) Business Days following the effective date of any such changes or amendments to the Ashland Credit Agreement. So long as each Committed Purchaser (or its Affiliates) is a party to the Ashland Credit Agreement as a lender thereunder, this Agreement shall not contain independent financial covenants (whether identical to those in the Ashland Credit Agreement or otherwise). If any Committed Purchaser (and its Affiliates) ceases to be a party to the Ashland Credit Agreement as a lender thereunder (including due to termination or expiration of the Ashland Credit Agreement without being replaced by a successor credit agreement) and such Committed Purchaser does not otherwise consent to the Financial Covenants, Deemed Financial Covenants shall become effective. If requested by any Purchaser or the Administrative Agent, the Servicer and the Seller shall cooperate with the Purchasers to amend the provisions of this Agreement to evidence the Deemed Financial Covenants (a “Financial Covenant Amendment”); provided that in lieu of Deemed Financial Covenants becoming effective, the Seller may instead exercise its rights to remove or replace the applicable Committed Purchaser and its Group under Section 2.07. Neither the Administrative Agent nor any Purchaser shall require any fee to provide a waiver of any breach of a Financial Covenant or to document a Financial Covenant Amendment if such fee is in addition to the fees otherwise payable to such party as a lender under the Ashland Credit Agreement (it being understood that the foregoing shall not apply to the reimbursement of the Administrative Agent for reasonable legal expenses to the extent otherwise payable under Section 15.04 hereof).

(t) Linked Accounts.Except for the Permitted Linked Account, Servicer shall not permit any (i) “Linked Account” (as defined in the Account Control Agreement with Bank of America, N.A.) to exist with respect to any Collection Account maintained at Bank of America, N.A, or (ii) controlled disbursement account or other deposit account at any time linked to any of the Accounts (as defined in the Account Control Agreement with Truist Bank) byazerobalanceaccountconnectionorotherautomatedfundingmechanismwithrespecttoany BlockedCollectionAccount maintained at Truist Bank; provided, however, that at any time (w) during the continuance of a an Event of Termination, (x) during the continuance of an Unmatured Event of Termination, (y) that Ashland’s unsecured debt has a public rating from S&Pbelow“BB-”,or(z)thatAshland’sunsecureddebthasapublicratingfromMoody’sbelow “Ba3”,theSellershall,ifsoinstructedbytheAdministrativeAgent(initssolediscretion),cause the Permitted Linked Account,promptly,butnotlaterthan five (5) Business Days followingthe Seller’s or the Servicer’s receipt of such instruction, to cease being a (i) “Linked Account” (as defined in the Account Control Agreement with Bank of America, N.A.) or (ii) controlled disbursement account or other deposit account linked to any of the Accounts (as defined in the Account Control Agreement with Truist Bank) by a zero balance account connection or other automated funding mechanism with respect to any Collection Account maintained at Truist Bank.

SECTION8.03.Separate Existence of the Seller.Each of the Seller and the Servicer hereby acknowledges that the Secured Parties, the Group Agents and the Administrative Agent are entering into the transactions contemplated by this Agreement and the other Transaction Documents in reliance upon the Seller’s identity as a legal entity separate from any Originator, the Servicer, any Performance Guarantor and their Affiliates.Therefore, each of the Seller and ServicershalltakeallstepsspecificallyrequiredbythisAgreementorreasonablyrequiredbythe Administrative Agent or any Group Agent to continue the Seller’s identity as a separate legal entity and to make it apparent to third Persons that the Seller is an entity with assets and liabilities distinct from those of the Performance Guarantors, the Originators, the Servicer and any other Person, and

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is not a division of the Performance Guarantors, the Originators, the Servicer, its Affiliates or any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the other covenants set forthherein, each of theSeller and the Servicer shall take such actions as shall be required in order that:

(a) Special Purpose Entity. The Seller will be a special purpose company whose primary activities are restricted in its Limited Liability Company Agreement to: (i) purchasing or otherwise acquiring from the Originators, owning, holding, collecting, granting security interests or selling interests in the Sold Assets and Seller Collateral, (ii) entering into agreements for the selling, servicing and financing of the Receivables Pool (including the Transaction Documents) and (iii) conducting such other activities as it deems necessary or appropriate to carry out its primary activities.

(b) NoOtherBusinessorDebt.TheSellershallnotengageinanybusinessor activityexceptassetforthinthisAgreementnor,incuranyindebtednessorliabilityotherthanas expressly permitted by the Transaction Documents.

(c) IndependentDirector. NotfewerthanonememberoftheSeller’sboardof directors (the “IndependentDirector”)shall beanaturalpersonwho(i)hasneverbeen,andshall at no time be, an equityholder, director, officer, manager, member, partner, officer, employee or associate, or any relative of the foregoing, of any member of the Parent Group (as hereinafter defined)(otherthan his orherserviceas an IndependentDirectoroftheSelleroranindependent director of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (ii) is not a customer or supplier of any member of the Parent Group (other than his or herservice as an Independent Director of theSeller or an independent director ofany other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group),(iii)isnotanymemberoftheimmediatefamilyofapersondescribedin(i)or(ii)above, and (iv) has (x) prior experience as an independent director for a corporation or limited liability company whose organizational or charter documents required the unanimous consent of all independent directors thereof before such corporation or limited liabilitycompanycould consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (y) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities.For purposes of this clause (c), “Parent Group” shall mean (i) the Parent, the Servicer, each Performance Guarantor and each Originator, (ii) each person that directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%) or more of the membership interests in the Parent, (iii) each person that controls, is controlled by or is under common control with the Parent and (iv) each of such person’s officers, directors, managers, joint venturers and partners.For the purposes of this definition, “control” of a person means the possession,directlyorindirectly,ofthepowertodirectorcausethedirectionofthemanagement andpoliciesofapersonorentity,whetherthroughtheownershipofvotingsecurities,bycontract orotherwise.Apersonshallbedeemedtobean“associate”of(A)acorporationororganization of which such person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of ten percent (10%) or more

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of any class of equity securities, (B) any trust or otherestateinwhichsuchpersonservesastrusteeorinasimilarcapacityand(C)anyrelativeor spouseofapersondescribedinclause(A)or(B)ofthissentence,oranyrelativeofsuchspouse.

The Seller shall (A) give written notice to the Administrative Agent of the election or appointment, or proposed election or appointment, of a new Independent Director of the Seller, which notice shall be given not later than ten (10) Business Days prior to the date such appointment or election would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity of the existing Independent Director, or the failure of such Independent Director to satisfy the criteria for an Independent Director set forth in this clause (c), in which case the Seller shall provide written notice of such election or appointment within one (1) Business Day) and (B) with any such written notice, certify to the Administrative Agent that the Independent Director satisfies the criteria for an Independent Director set forth in this clause (c).

The Seller’s Limited Liability Company Agreement shall provide that: (A) the Seller’s board of directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Director shall approve the takingofsuchaction inwritingbeforethetakingofsuchactionand(B)suchprovisionandeach other provision requiring an Independent Director cannot be amended without the prior written consent of the Independent Director.

The Independent Director shall not at any time serve as a trustee in bankruptcy for the Seller, the Parent, any Performance Guarantor, any Originator, the Servicer or any of their respective Affiliates.

(d) Organizational Documents.The Seller shall maintain its organizational documents in conformity with this Agreement, such that it does not amend, restate, supplement orotherwisemodifyitsabilitytocomplywiththetermsandprovisionsofanyoftheTransaction Documents, including, without limitation, Section 8.01(p).

(e) Conduct of Business.The Seller shall conduct its affairs strictly in accordance with its organizational documents and observe all necessary, appropriate and customary company formalities, including, but not limited to, holding all regular and special members’ andboard ofdirectors’meetings appropriate toauthorizeallcompanyaction,keeping separate and accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to betaken, andmaintaining accurateandseparatebooks,recordsand accounts, including, but not limited to, payroll and intercompanytransaction accounts.

(f) Compensation.Any employee, consultant or agent of the Seller will be compensated from the Seller’s funds for services provided to the Seller, and to the extent that SellersharesthesameofficersorotheremployeesastheServicer(oranyotherAffiliatethereof), the salaries and expenses relating to providing benefits to such officers and other employeesshall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with such common officers and employees.The Seller will not engage any agents other than its attorneys, auditors and other professionals, and a servicer andanyother

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agentcontemplatedbytheTransactionDocumentsfortheReceivablesPool,which servicer will be fullycompensated for its services bypayment of the Servicing Fee.

(g) ServicingandCosts.TheSellerwillcontractwiththeServicertoperform for theSeller all operations required on adailybasis to servicetheReceivables Pool.TheSeller will not incur anyindirect oroverhead expenses for items shared with theServicer (or anyother Affiliatethereof) that are not reflected in theServicing Fee.To theextent, ifany, that theSeller (or any Affiliate thereof) shares items of expenses not reflected in the Servicing Fee, such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered.

(h) Operating Expenses.The Seller’s operating expenses will not be paid by the Servicer, the Parent, anyPerformance Guarantor, anyOriginator or anyAffiliate thereof.

(i) Stationary.TheSellerwillhaveitsownseparatestationary.

(j) Books and Records.The Seller’s books and records will be maintained separately from those of the Servicer, the Parent, the Performance Guarantors, the Originators andanyoftheirAffiliates and in amannersuchthat itwillnotbedifficultorcostlytosegregate, ascertain or otherwise identify the assets and liabilities of the Seller.

(k) Disclosure of Transactions.All financial statements of the Servicer, the Parent,thePerformanceGuarantors,theOriginatorsoranyAffiliatethereofthatareconsolidated to include the Seller will disclose that (i) the Seller’s sole business consists of the purchase or acceptance through capital contributions of the Receivables and Related Rights from the OriginatorsandthesubsequentretransferoforgrantingofasecurityinterestinsuchReceivables and Related Rights to the Administrative Agent pursuant to this Agreement, (ii) the Seller is a separate legal entitywith its own separate creditors who will be entitled, upon its liquidation, to besatisfiedout oftheSeller’sassetspriortoanyassetsorvalueintheSellerbecomingavailable to theSeller’s equityholdersand(iii)theassets oftheSellerarenotavailabletopaycreditors of the Servicer, the Parent, the Performance Guarantors, the Originators or anyAffiliate thereof.

(l) Segregation ofAssets.TheSeller’sassetswillbemaintainedin amanner that facilitates their identification and segregation from those of the Servicer, the Parent, the Performance Guarantors, the Originators or any Affiliates thereof.

(m) Corporate Formalities.The Seller will strictly observe limited liability company formalities in its dealings with the Servicer, the Parent, the Performance Guarantors, the Originators or any Affiliates thereof, and funds or other assets of the Seller will not be commingled with those of the Servicer, the Parent, the Performance Guarantors, the Originators or any Affiliates thereof except as permitted by this Agreement in connection with servicingthe PoolReceivables.TheSellershallnotmaintainjointbankaccountsorotherdepositoryaccounts to which the Servicer, the Parent, the Performance Guarantors, the Originators or any Affiliate thereof(otherthantheServicersolelyinitscapacityassuch)hasindependentaccess.TheSeller is not named, and has not entered into any agreement to be named, directly or indirectly, as a direct or contingent beneficiary or loss payee on any insurance policy with respect to any loss relating to

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the property of the Servicer, the Parent, the Performance Guarantors, the Originators oranySubsidiariesorotherAffiliatesthereof.TheSellerwillpaytotheappropriateAffiliatethe marginal increase or, in the absence of such increase, the market amount of its portion of the premium payable with respect to anyinsurance policythat covers the Seller and such Affiliate.

(n) Arm’s-Length Relationships.The Seller will maintain arm’s-length relationships with the Servicer, the Parent, the Performance Guarantors, the Originators and any Affiliates thereof.Any Person that renders or otherwise furnishes services to the Seller will be compensated by the Seller at market rates for such services it renders or otherwise furnishes to the Seller.Neither the Seller on the one hand, nor the Servicer, the Parent, the Performance Guarantors, any Originator or any Affiliate thereof, on the other hand, will be or will hold itself out to be responsible for the debts of the other or the decisions or actions respecting the daily business and affairs of the other.The Seller, the Servicer, the Parent, the Performance Guarantors, the Originators and their respective Affiliates will immediately correct any known misrepresentationwithrespecttotheforegoing,andtheywillnotoperateorpurporttooperateas an integrated single economic unit with respect to each other or in their dealing with any other entity.

ARTICLE IX

ADMINISTRATIONANDCOLLECTION

OF RECEIVABLES

SECTION9.01.AppointmentoftheServicer.

(a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this Section 9.01.Until the Administrative Agent gives notice to Ashland (in accordance with thisSection9.01)ofthedesignationofanewServicer,Ashlandisherebydesignatedas,and herebyagreestoperformthedutiesandobligationsof,theServicerpursuanttothetermshereof. Upon the occurrence of a Servicer Default, the Administrative Agent may (with the consent of the Majority Group Agents) and shall (at the direction of the MajorityGroup Agents) designate as Servicer any Person (including itself) to succeed Ashland or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof.

(b) Upon the designation of a successor Servicer as set forth in clause (a)above, Ashland agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrative Agent reasonablydetermines will facilitate the transition of the performance of such activities to the new Servicer, and Ashland shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtainingofnewlicenses),hardware or softwarenecessaryorreasonablydesirabletocollect the Pool Receivables and the Related Security.

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(c) Ashland acknowledges that, in making its decision to execute and deliver this Agreement, the Administrative Agent and each member in each Group have relied on Ashland’s agreement to act as Servicer hereunder. Accordingly, Ashland agrees that it will not voluntarilyresign as Servicer without the prior written consent of the Administrative Agent and the Majority Group Agents.

(d) The Servicer may delegate its duties and obligations hereunder to any subservicer(eacha“Sub-Servicer”);provided,that,ineachsuchdelegation:(i)such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to thetermshereof, (ii) the Servicer shall remainliablefortheperformanceof thedutiesandobligationssodelegated,(iii)theSeller,theAdministrativeAgent,eachPurchaser andeachGroupAgentshallhavetherighttolooksolelytotheServicerforperformance,(iv)the terms of any agreement with any Sub-Servicer shall provide that the Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder bygiving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer) and (v) if such Sub-Servicer is not an Affiliate of the Parent, the Administrative Agent and the Majority Group Agents shall have consented in writing in advance to such delegation.

SECTION9.02.DutiesoftheServicer.

(a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection Policyand consistent with the past practices of the Originators.The Servicer shall set aside, for the accounts of each Group, the amount of Collections to which each such Group is entitled in accordance with Article IVhereof.The Servicer may, in accordance with the Credit and Collection Policy and consistent with past practices of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determinetobeappropriatetomaximizeCollectionsthereoforreflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Defaulted Receivable or limit the rights of any Secured Party under this Agreement or any other Transaction Document and (iii) if an Event of Termination has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent (individually and for the benefit of each Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrarycontained herein, if an Event ofTerminationhasoccurredandiscontinuing,theAdministrativeAgentmaydirecttheServicer to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess anyRelatedSecuritywith respectto any such Defaulted Receivable.

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(b) The Servicer’s obligations hereunder shall terminate on the Final Payout Date.Promptly following the Final Payout Date, the Servicer shall deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

SECTION9.03.CollectionAccountArrangements.PriortotheClosingDate,theSeller shall have entered into Account Control Agreements with all of the Collection Account Banks and delivered executed counterparts of each to the Administrative Agent.Upon the occurrence and during the continuance of an Unmatured Event of Termination or Event of Termination, the Administrative Agent may (with the consent of the Majority Group Agents) and shall (upon the direction of the Majority Group Agents) at any time thereafter give notice to each Collection Account Bank that the Administrative Agent is exercising its rights under the Account Control Agreements to do anyor all of the following: (a) to have the exclusiveownership and control of the Collection Accounts transferred to the Administrative Agent (for the benefit of the Secured Parties) and to exercise exclusivedominion and control over thefunds deposited therein (for the benefit of the Secured Parties), (b) to have theproceeds that are sent to the respective Collection Accounts redirected pursuant to the Administrative Agent’s instructions rather than deposited in the applicable Collection Account and (c) to take any or all other actions permitted under the applicable Account Control Agreement.The Seller hereby agrees that if the Administrative Agent at any timetakes anyaction set forth in theprecedingsentence, the Administrative Agent shall have exclusive control (for the benefit of the Secured Parties) of the proceeds (including Collections) of all Pool Receivables and theSeller herebyfurther agrees to takeanyotheraction that the Administrative Agent may reasonablyrequest to transfer such control.Anyproceeds of PoolReceivablesreceivedbytheSellerortheServicerthereaftershallbesentimmediatelyto,or as otherwise instructed by, the Administrative Agent.

SECTION9.04.EnforcementRights.

(a) At any time following the occurrence and during the continuation of anEvent of Termination:

(i)the Administrative Agent (at the Seller’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee;

(ii)the Administrative Agent mayinstruct the Seller or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Seller or the Servicer, as the casemaybe,shallgivesuchnoticeattheexpenseoftheSellerortheServicer,asthecasemay be; provided, that if the Seller or the Servicer, as the case may be, fails to so notify each Obligorwithintwo(2)BusinessDaysfollowinginstructionbytheAdministrativeAgent, the Administrative Agent (at the Seller’s or the Servicer’s, as the case may be, expense) may so notify the Obligors;

(iii)the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect

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the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables andtheRelatedSecurity,andmakethesameavailabletotheAdministrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received byit from time to time constituting Collections in amanner reasonablyacceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee;

(iv)notify the Collection Account Banks that the Seller and the Servicer will no longer have any access to the Collection Accounts;

(v)the Administrative Agent may(or, at the direction of the Majority Group Agents shall) replace the Person then acting as Servicer; and

(vi)the Administrative Agent may collect any amounts due from an Originator under thePurchase andSale Agreement orthePerformance Guarantorsunder the Performance Guaranty.

For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Termination are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents.

(b) The Seller hereby authorizes the Administrative Agent (on behalf of the Secured Parties), and irrevocably appoints the Administrative Agent as its attorney-in-fact with fullpowerofsubstitutionandwithfullauthorityintheplaceandsteadoftheSeller,which appointmentiscoupledwithaninterest,totakeanyandallstepsinthenameoftheSellerandon behalf of the Seller necessaryor desirable, in thereasonabledetermination of the Administrative Agent, after the occurrence and during the continuation of an Event of Termination, to collect any and all amounts or portions thereof due under anyand all Sold Assets and Seller Collateral, including endorsing the name of the Seller on checks and other instruments representing Collections and enforcing such Sold Assets and Seller Collateral.Notwithstanding anything to thecontrarycontainedinthissubsection,noneofthepowersconferreduponsuch attorney-in-fact pursuant to the preceding sentence shall subject such attorney-in-fact to any liabilityifanyactiontakenbyitshallprovetobeinadequateorinvalid,norshalltheyconferany obligations upon such attorney-in-fact in any manner whatsoever.

(c) TheServicerherebyauthorizestheAdministrativeAgent(onbehalfofthe Secured Parties), and irrevocably appoints the Administrative Agent as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the Servicer, whichappointment is coupled with an interest, to take anyand all steps in the name of theServicerand onbehalfoftheServicernecessaryordesirable,inthereasonabledeterminationofthe AdministrativeAgent,aftertheoccurrenceandduringthecontinuationofanEventof Termination,tocollectanyandallamountsorportionsthereofdueunderanyandallSoldAssets andSellerCollateral,includingendorsingthenameoftheServiceronchecksandother instrumentsrepresentingCollectionsandenforcingsuchSoldAssetsandSellerCollateral.

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Notwithstandinganythingtothecontrarycontainedinthissubsection,noneofthepowers conferreduponsuchattorney-in-factpursuanttotheprecedingsentenceshallsubjectsuch attorney-in-fact to any liability if any action taken by it shall prove to be inadequate or invalid, nor shall theyconfer anyobligations upon such attorney-in-fact in anymanner whatsoever.

SECTION9.05.ResponsibilitiesoftheSeller.

(a) Anything herein to the contrary notwithstanding, the Seller shall: (i) perform all of its obligations, if any, in all material respects under the Contracts related to the Pool Receivables to the same extent as if interests in such Pool Receivables had not been transferred hereunder, and the exercise by the Administrative Agent, or any other Purchaser Party of their respective rightshereunder shall not relieve the Seller from such obligations and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction, except as otherwise permitted herein. None of the Purchaser Parties shall have any obligation or liability with respect to any Sold Assets or Seller Collateral, nor shall any of them be obligated to perform any of the obligations of the Seller, the Servicer or any Originator thereunder.

(b) Ashland hereby irrevocably agrees that if at any time it shall cease to be theServicerhereunder,itshallact(ifthethen-currentServicersorequests)asthe data-processingagentoftheServicerand,insuchcapacity,Ashlandshallconductthedata-processingfunctionsoftheadministrationoftheReceivablesandtheCollectionsthereonin substantiallythesamewaythatAshland conductedsuchdata-processingfunctionswhileitacted as the Servicer.In connection with any such processing functions, the Seller shall pay to Ashland its reasonableout-of-pocket costs and expenses from theSeller’s own funds (subject to the priority of payments set forth in Section 4.01).

SECTION9.06.ServicingFee.

(a) Subject to clause (b)below, the Seller shall pay the Servicer a fee (the “Servicing Fee”) equal to 1.00% per annum (the “Servicing Fee Rate”) of the daily average aggregate Outstanding Balance of the Pool Receivables.Accrued Servicing Fees shall be payable from Collections to the extent of available funds in accordance with Section 4.01.

(b) If the Servicer ceases to be Ashland or an Affiliate thereof, the Servicing Fee shall be the greater of: (i) the amount calculated pursuant to clause (a)above and (ii) an alternative amount specified by the successor Servicer not to exceed 110% of the aggregate reasonable costs and expenses incurred by such successor Servicer in connection with the performance of its obligations as Servicer hereunder.

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ARTICLE X

EVENTSOFTERMINATION

SECTION10.01.EventsofTermination.Ifanyofthefollowingevents(eachan“EventofTermination”)shalloccur:

(a) the Seller or any Originator shall (i) fail to pay when due, any accrued YieldortomakeanyreductionorrepaymentoftheAggregateCapitalandsuchfailurecontinues for one (1) Business Day, (ii) fail to transfer Collections received bySeller or such Originator to aCollectionAccountatsuchtimesrequiredunderthetermshereofandsuchfailurecontinuesfor two (2) Business Days, or (iii) default in the performance of any payment (other than those covered byclauses (i)and (ii)above) and such failure continues for ten (10) days; or

(b) any representation, warranty, certification or statement made or deemed confirmed bytheSelleroranyOriginatorinthisAgreement,anyotherTransactionDocumentto which it is a party or in any other information, report or document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect (except any representation or warranty qualified by materiality or by reference to a material adverse effect, which shall prove to have been incorrect in any respect) when made or confirmed and such circumstance shall remain uncured for thirty(30) days after the earlier to occur of (i) receipt of notice thereof from any Group Agent, any Purchaser or the Administrative Agent or (ii) knowledge thereof by a Responsible Officer; provided that no such representation, warranty, or certification hereunder shall be deemed to be incorrect or violated to the extent any affected Receivable is subject to a Deemed Collection and all required amounts with respect to such Receivable have been deposited into a Collection Account; or

(c) the Seller shall default in any material respect in the performance of any undertaking (i) to be performed or observed under Section 8.01(d)(i)(notice of events of termination or unmatured events of termination), Section 8.01(e)(conduct of business), Section8.01(h)(payments on receivables, collection accounts), Section 8.01(i)(sales, liens, etc.),Section 8.01(j)(extension or amendment of pool receivables), Section 8.01(k) (change in credit and collection policy), Section 8.01(l)(fundamental changes), Section 8.01(o)(change in payment instructions to obligors), Section 8.01(q)(certain agreements), Section 8.01(s)(other business) or Section 8.03(separate existence of seller), (any of the preceding parenthetical phrases in this clause (i)are for purposes of reference only and shall not otherwise affect the meaning or interpretation of anyprovision hereof)or (ii)to beperformed orobservedunder any otherprovision ofthis Agreement or anyprovision of anyotherTransactionDocument towhich it is apartyand such default in the case of this clause(ii)shall continueforthirty(30)days after the earlier to occur of (A) receipt of notice thereof from any Group Agent, any Purchaser or the Administrative Agent or (B) knowledge thereof bya Responsible Officer; or

(d) anyInsolvencyProceeding shall be instituted byor againsttheSeller, any Originator, or any Material Subsidiary of any Originator; or

(e) the Administrative Agent, on behalf of the Secured Parties, shall for any reason fail or cease to have a valid and enforceableperfected firstpriorityownership orsecurity

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interest in the Affected Assets, free and clear of anyAdverseClaim; provided (x) that theSeller andtheOriginatorsshallnotberequiredtocomplywithanyAssignmentofClaimsActs,(y)that the forgoingforegoingclause (e)shall not apply to any Receivable subject to a Deemed Collection and all required amounts with respect to whichhavebeendepositedinto aCollection Account and (z) that none of Seller, Servicer or any Originator shall be required to perfect any sale, pledge or other assignment of any Foreign Receivable solelyas against the related Obligor solelypursuant to the laws of jurisdictions other than the United States of America (or anyState or municipality in the United States of America); or

(f) a Servicer Default shall have occurred (it being understood that if such ServicerDefaultiscuredorwaived,therelatedEventofTerminationshallalsobedeemedcured or waived automatically); or

(g) a Capital Coverage Deficit shall occur, and shall not have been cured for one (1) Business Day; or

(h) the average for three consecutive Fiscal Months of the Default Ratio is greater than 2.50%; or

(i) the average for three consecutive Fiscal MonthsoftheCharged-OffRatio is greater than 1.00%; or

(j) the average for three consecutive Fiscal Months of the Dilution Ratio is greater than 7.50%; or

(k) (i) failure of the Seller or any Originator to pay when due (subject to the delivery of any required notice, the expiration of any permitted grace period or both) any amountsdueunderanyagreementtowhichanysuchPersonisapartyandunderwhichanyDebt having an aggregate outstanding principal amount (including amounts owing to all creditors under any combined or syndicated credit agreement) of greater than $10,000 in the case of the Seller,or$100,000,000,inthecaseofanyOriginator,shallbeoutstanding;(ii)thedefaultbythe Seller or any Originator (subject to the delivery of any required notice, the expiration of any permittedgraceperiodorboth)intheperformanceofanyterm,provisionorconditioncontained in any agreement to which any such Person is a party (other than breach of any Financial Covenant)andunderwhichanyDebtowingbytheSelleroranyOriginatorgreaterthansuch respective amounts was created or is governed, regardless of whether such event is an “event of default” or “default” under any such agreement, if the effect of such default is to cause, or to permit theholder ofsuch Debt to cause,such Debt tobecomedue and payablepriorto itsstated maturity; or (iii) any Debt owing by the Seller or any Originator greater than such respective amounts shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to its stated maturity; or;

(l) aMaterialAdverseEffectshallhaveoccurredwithrespecttotheSeller;or

(m) thereshallbeaChangeinControl;or

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(n) anyPerson shall institute steps to terminate anyPension Plan ifthe assets of such Pension Plan are insufficient to satisfy all of its benefit liabilities (as determined under Title IV of ERISA), or a contribution failure occurs with respect to any Pension Plan which is sufficient to give rise to a lien under Section 302(f) of ERISA; or

(o) any material provision of this Agreement, the Performance Guaranty or anyotherTransactionDocumenttowhichanOriginator,theServicerortheSellerisapartyshall cease to be in full force and effect or such Originator, the Servicer or the Seller shall so state in writing;

(p) thereisenteredagainstany OriginatororanyMaterialSubsidiarythereof (i)oneormorefinaljudgmentsorordersforthepaymentofmoneyinanaggregateamount(asto all such judgments and orders) exceeding $100,000,000 (to the extent not covered by independent third-party insurance as to which the insurer is rated at least “A” by A.M. Best Company,hasbeennotifiedofthepotentialclaimanddoesnotdisputecoverage),or(ii)anyone or more non-monetary final judgments that have, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedingsarecommencedbyanycreditoruponsuchjudgmentororder,or(B)thereisaperiod often(10)consecutivedaysduringwhichastayofenforcementofsuchjudgment,byreasonofa pending appeal or otherwise, is not in effect; or

(q) the Seller or the Servicer shall breach Section 7.01(n), 7.01(ee), 7.02(q), 7.02(bb), 8.01(v)or 8.02(p);

then, and in any such event, the Administrative Agent may (or, at the direction of the Majority GroupAgentsshall)bynoticetotheSeller(x)declaretheTerminationDatetohaveoccurred(in which case the Termination Date shall be deemed to have occurred), (y) declare the Seller Obligation Final Due Date to haveoccurred (inwhichcasetheSellerObligationFinal DueDate shall be deemed to have occurred) and (z) declare the Aggregate Capital and all other Seller Obligations to be immediately due and payable (in which case the Aggregate Capital and all other Seller Obligations shall be immediately due and payable); providedthat, automatically upon theoccurrence ofanyevent(withoutanyrequirementforthegivingofnotice)described in subsection (d)of this Section 10.01with respect to the Seller, the Termination Date shall occur andtheAggregateCapitalandallotherSellerObligationsshallbeimmediatelydueandpayable. Upon any such declaration or designation or upon such automatic termination, the AdministrativeAgentandtheotherSecuredPartiesshallhave,inadditiontotherightsand remedies which they may have under this Agreement and the other Transaction Documents, all otherrightsandremediesprovidedafterdefaultundertheUCCandunderotherApplicableLaw, which rights and remedies shall be cumulative.Any proceeds from liquidation of the Sold Assets and Seller Collateral shall be applied in the order of priorityset forth in Section 4.01.

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ARTICLE XI

THEADMINISTRATIVEAGENT

SECTION11.01.Authorization and Action.Each Purchaser Party hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto.The Administrative Agent shall not have any duties other than those expressly set forth in the Transaction Documents, and no implied obligations or liabilities shall be read into any Transaction Document,orotherwiseexist,againsttheAdministrativeAgent.TheAdministrativeAgentdoes not assume, nor shall it be deemed to have assumed, anyobligation to, or relationship of trust or agencywith, the Seller or anyAffiliatethereof or anyPurchaser Partyexcept for anyobligations expressly set forth herein.Notwithstanding any provision of this Agreement or any other Transaction Document, in no event shall the Administrative Agent ever be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to any provision of any Transaction Document or Applicable Law.

SECTION11.02.Administrative Agent’s Reliance, Etc.Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement(including,withoutlimitation,theAdministrativeAgent’sservicing,administeringor collecting Pool Receivables in the event it replaces the Servicer in such capacity pursuant to Section 9.01),intheabsenceofitsortheirowngrossnegligenceorwillfulmisconduct.Without limiting the generality of the foregoing, the Administrative Agent: (a) may consult with legal counsel (including counsel for anyPurchaser Partyor the Servicer), independent certified public accountants and other experts selected by it and shall not be liable for any action taken oromittedtobetakeningoodfaithbyitinaccordancewiththeadviceofsuchcounsel,accountants or experts; (b) makes no warranty or representation to any Purchaser Party (whether written or oral) and shall not be responsible to any Purchaser Party for any statements, warranties or representations (whether written or oral) made by any other party in or in connection with this Agreement; (c) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of any Purchaser Party or to inspect the property (including the books and records) of any Purchaser Party; (d)shall not beresponsible to anyPurchaserPartyforthedueexecution,legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (e) shall be entitled to rely, and shall be fullyprotected in so relying, upon any notice (including notice by telephone), consent, certificate or other instrumentorwriting(whichmaybebyfacsimile)believedbyittobegenuineandsignedorsent by the proper party or parties.

SECTION11.03.Administrative Agent and Affiliates.With respect to any Investment or Issuance or interests therein owned by any Purchaser Party that is also the Administrative Agent, such Purchaser Partyshall havethesame rights andpowers underthis Agreement as any otherPurchaserPartyandmayexercisethesameasthoughitwerenottheAdministrativeAgent. TheAdministrativeAgent and anyof its Affiliates maygenerallyengage in anykind ofbusiness with the Seller or any Affiliate thereof and any Person who may do business with or own securities of

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the Seller or any Affiliate thereof, all as if the Administrative Agent were not the Administrative Agent hereunder and without any duty to account therefor to any other Secured Party.

SECTION11.04.Indemnification of Administrative Agent.EachCommittedPurchaser agrees to indemnify the Administrative Agent (to the extent not reimbursed bythe Seller or any Affiliate thereof), ratably according to the respective Percentage of such Committed Purchaser, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of anykind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any other Transaction Document or any action taken or omitted by the Administrative Agent under this Agreement or anyother Transaction Document; providedthat no Committed Purchaser shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursementsresultingfromtheAdministrativeAgent’sgrossnegligenceorwillfulmisconduct.

SECTION11.05.Delegation of Duties.The Administrative Agent may execute any of itsdutiesthroughagentsorattorneys-in-factandshallbeentitledtoadviceofcounselconcerning all matters pertaining to such duties.The Administrative Agent shall not be responsible for the negligence or misconduct of anyagents or attorneys-in-fact selected byit with reasonable care.

SECTION11.06.Action or Inaction by Administrative Agent.The Administrative Agent shall in all cases be fully justified in failing or refusing to take action under any Transaction Document unless it shall first receive such advice or concurrence of the Group Agents or the Majority Group Agents, as the case may be, and assurance of its indemnification by the Committed Purchasers, as it deems appropriate.The Administrative Agent shall in all casesbefullyprotectedinacting,orinrefrainingfromacting,underthisAgreementoranyother Transaction Document in accordance with a request or at the direction of the Group Agents or the Majority Group Agents, as the case may be, and such request or direction and any action taken or failure to act pursuant thereto shall be binding upon all Purchaser Parties.The Purchaser Parties and the Administrative Agent agree that unless any action to be taken by the Administrative Agent under a Transaction Document (i) specifically requires the advice or concurrence of all Group Agents or (ii) may be taken by the Administrative Agent alone or without anyadvice or concurrence ofanyGroupAgent,then theAdministrativeAgentmaytake action based upon the advice or concurrence of the MajorityGroup Agents.

SECTION 11.07.Notice of Events of Termination; Action by Administrative Agent.The Administrative Agentshallnotbedeemedtohaveknowledgeornoticeoftheoccurrenceof any Unmatured Event of Termination or Event of Termination unless the Administrative Agent has received notice from any Purchaser Party or the Seller stating that an Unmatured Event ofTerminationorEventofTerminationhasoccurredhereunderanddescribingsuchUnmatured Event of Termination or Event of Termination.If the Administrative Agent receives such a notice, it shall promptlygive notice thereofto each Group Agent, whereupon each Group Agent shall promptlygivenoticethereofto itsrespectiveConduitPurchaser(s)andRelatedCommitted Purchaser(s).The Administrative Agent may(but shall not be obligated to) take such action, or refrain from taking such action, concerning an Unmatured Event of Termination or Event of Termination or any other matter hereunder as the Administrative Agent deems advisable and in the best interests of the Secured Parties.

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SECTION11.08.Non-Reliance on Administrative Agent and Other Parties.Each Purchaser Party expressly acknowledges that neither the Administrative Agent nor any of its directors, officers, agents or employees has made anyrepresentations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the Seller or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent.Each Purchaser Party represents and warrants to the Administrative Agent that, independently and without reliance upon the Administrative Agent or any other Purchaser Party and based on such documents and information as it has deemed appropriate, it has made and will continue to make its own appraisal of and investigation into the business, operations,property, prospects, financial and otherconditions andcreditworthiness oftheSeller, each Originator, each Performance Guarantor or the Servicer and the Pool Receivables and its own decision to enter into this Agreement and to take, or omit, action under any Transaction Document.ExceptforitemsexpresslyrequiredtobedeliveredunderanyTransactionDocument bytheAdministrativeAgenttoanyPurchaserParty,theAdministrativeAgentshallnothaveany dutyorresponsibilityto provideanyPurchaserPartywithanyinformationconcerningtheSeller, anyOriginator, anyPerformance Guarantor or the Servicer that comes into the possession of the Administrative Agent or any of its directors, officers, agents, employees, attorneys-in-fact or Affiliates.

SECTION11.09.SuccessorAdministrativeAgent.

(a) TheAdministrativeAgentmay,uponatleastthirty(30)days’noticetothe Seller, the Servicer and each Group Agent, resign as Administrative Agent.Except as provided below, such resignation shall not become effective until a successor Administrative Agent is appointed by the Majority Group Agents as a successor Administrative Agent and has accepted such appointment.If no successor Administrative Agent shall have been so appointed by the MajorityGroupAgents,withinthirty(30)daysafterthedepartingAdministrativeAgent’sgiving of notice of resignation, the departing Administrative Agent may, on behalf of the Secured Parties, appoint a successor Administrative Agent as successor Administrative Agent.If no successor Administrative Agent shall have been so appointed by the Majority Group Agents within sixty(60) days after the departingAdministrativeAgent’s givingof notice of resignation, the departing Administrative Agent may, on behalf of the Secured Parties, petition a court of competent jurisdiction to appoint a successor Administrative Agent.

(b) Upon such acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights and duties of the resigning Administrative Agent, and the resigning Administrative Agent shall be discharged from its duties and obligationsundertheTransactionDocuments.AfteranyresigningAdministrativeAgent’s resignation hereunder, the provisions of this Article XIand Article XIIIshall inure to its benefit as to anyactions taken or omitted to be taken byit while it was the Administrative Agent.

SECTION11.10.Structuring Agent.Each of the parties hereto hereby acknowledges and agrees that the Structuring Agent shall not have any right, power, obligation, liability, responsibility or duty under this Agreement, other than the Structuring Agent’s right to receive feespursuanttoSection2.03.EachPurchaserPartyacknowledgesthatithasnotrelied,andwill notrely,ontheStructuringAgentindecidingtoenterintothisAgreementandtotake,oromitto take, any action under any Transaction Document.

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SECTION11.11.Benchmark Replacement Notification.Section 5.06provides a mechanismfordetermininganalternativerateofinterestintheeventthatDaily1MSOFRorthe Term SOFR Rate is no longer available or in certain other circumstances.The Administrative Agent does not warrant or accept any responsibility for and shall not have any liability with respect to, the administration, submission or any other matter related to Daily 1M SOFR or the Term SOFR Rate or with respect to anyalternative orsuccessorratethereto, orreplacement rate therefor.

ARTICLE XII

THEGROUPAGENTS

SECTION12.01.AuthorizationandAction.EachPurchaserPartythatbelongstoa Group hereby appoints and authorizes the Group Agent for such Group to take such action asagent on its behalf and to exercise such powers under this Agreement as are delegated to suchGroupAgentbythetermshereof,togetherwithsuchpowersasarereasonablyincidentalthereto. NoGroupAgentshallhaveany dutiesotherthanthoseexpressly setforthintheTransaction Documents,andnoimpliedobligationsorliabilitiesshallbereadintoanyTransaction Document, or otherwise exist, against any Group Agent.No Group Agent assumes, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with the Seller orany Affiliatethereof,any Purchaserexceptforany obligationsexpressly setforthherein. NotwithstandinganyprovisionofthisAgreementoranyotherTransactionDocument,inno eventshallanyGroupAgenteverberequiredtotakeanyactionwhichexposessuchGroup Agent topersonalliabilityorwhich iscontrarytoanyprovisionofanyTransactionDocumentor Applicable Law.

SECTION12.02.GroupAgent’sReliance,Etc.NoGroupAgentnoranyofitsdirectors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or themasaGroupAgentunderorinconnectionwiththisAgreementorany otherTransaction Documents in the absence of its or their own gross negligence or willful misconduct.Without limitingthegeneralityoftheforegoing,aGroupAgent:(a)mayconsultwithlegalcounsel (includingcounselfortheAdministrativeAgent,theSellerortheServicer),independentcertified public accountants and other experts selected byit and shall not be liable for anyaction taken or omitted to be taken in good faith by it in accordance with the advice of such counsel,accountants or experts; (b) makes no warrantyor representation to anyPurchaser Party(whether writtenororal)andshallnotberesponsibletoanyPurchaserPartyforanystatements,warranties or representations (whether written or oral) made byanyother partyin or in connection with this Agreement or any other Transaction Document; (c) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Transaction Document on the part of the Seller or anyAffiliate thereof or any other Person or to inspect the property (including the books and records) of the Seller or any Affiliate thereof; (d) shall not be responsible to any Purchaser Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other TransactionDocumentsoranyotherinstrumentordocumentfurnishedpursuanthereto;and (e)shall be entitled to rely, and shall be fullyprotected in so relying,upon anynotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed byit to be genuine and signed or sent bythe proper partyor parties.

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SECTION12.03.Group Agent and Affiliates.With respect to any Investment or Issuance or interests therein owned by any Purchaser Party that is also a Group Agent, such Purchaser Party shall have the same rights and powers under this Agreement as any other Purchaser and mayexercisethesame asthough it werenot a Group Agent.A Group Agent and anyofitsAffiliates maygenerallyengageinanykind ofbusiness withtheSelleroranyAffiliate thereofandanyPersonwhomaydobusiness with orownsecuritiesoftheSelleroranyAffiliate thereof or any of their respective Affiliates, all as if such Group Agent were not a Group Agent hereunder and without anydutyto account therefor to anyother Secured Party.

SECTION12.04.Indemnification of Group Agents.Each Committed Purchaser in any Group agrees to indemnifythe Group Agent for such Group (to the extent not reimbursed bythe SelleroranyAffiliatethereof),ratably accordingtotheproportionofthePercentageofsuch Committed Purchaser to the aggregate Percentages of all Committed Purchasers in such Group, fromandagainstanyandallliabilities,obligations,losses,damages,penalties,actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may beimposedon,incurredby,orassertedagainstsuchGroupAgentinanywayrelatingtoor arising out of this Agreement or anyother Transaction Document or anyaction taken or omitted bysuchGroupAgentunderthisAgreementoranyotherTransactionDocument;providedthatno CommittedPurchasershallbeliableforanyportionofsuchliabilities,obligations,losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting fromsuch Group Agent’s gross negligence or willful misconduct.

SECTION12.05.DelegationofDuties.EachGroupAgentmayexecuteanyofitsduties through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties.No Group Agent shall be responsible for the negligence or misconduct of anyagents or attorneys-in-fact selected byit with reasonable care.

SECTION 12.06.Notice of Events of Termination.No Group Agent shall bedeemed to have knowledge or notice of the occurrence of anyUnmatured Event of Termination or Event of Termination unless such Group Agent has received notice from the Administrative Agent, any other Group Agent, any other Purchaser Party, the Servicer or the Seller stating that an UnmaturedEventofTerminationorEventofTerminationhasoccurredhereunderanddescribing such Unmatured Event of Termination or Event of Termination.If a Group Agent receives such a notice, it shall promptly give notice thereof to the Purchaser Parties in its Group and to the Administrative Agent (but onlyif such notice received bysuch Group Agent was not sent bythe AdministrativeAgent).AGroupAgentmaytakesuchactionconcerninganUnmaturedEventof Termination or Event of Termination as maybe directed byCommitted Purchasers in its Group representing a majority of the Commitments in such Group (subject to the other provisions of this Article XII), but until such Group Agent receives such directions, such Group Agent may (butshallnotbeobligatedto)takesuchaction,orrefrainfromtakingsuchaction,assuchGroup Agent deems advisable and in the best interests of the Conduit Purchasers and Committed Purchasers in its Group.

SECTION12.07.Non-Reliance on Group Agent and Other Parties.Each Purchaser Partyexpresslyacknowledges that neither the Group Agent forits Groupnor anyofsuch Group Agent’s directors, officers, agents or employeeshasmade anyrepresentations or warranties toit and that no act by such Group Agent hereafter taken, including any review of the affairs of the Seller or

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any Affiliate thereof, shall be deemed to constitute any representation or warranty by such Group Agent.Each Purchaser Party represents and warrants to the Group Agent for its Groupthat,independentlyandwithoutrelianceuponsuchGroupAgent,anyotherGroupAgent, the Administrative Agent or any other Purchaser Party and based on such documents and information as it has deemed appropriate, it has made and will continue to make its own appraisal of and investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of the Seller or any Affiliate thereof and the Receivables and its own decision to enter into this Agreement and to take, or omit, action under any Transaction Document.Except for items expressly required to be delivered under any Transaction Document by a Group Agent to any Purchaser Party in its Group, no Group Agent shall have any duty or responsibility to provide any Purchaser Party in its Group with any information concerningtheSeller or anyAffiliatethereof that comes into thepossession ofsuch Group Agent or anyof its directors, officers, agents, employees, attorneys-in-fact or Affiliates.

SECTION12.08.SuccessorGroupAgent.AnyGroupAgentmay,uponatleastthirty (30) days’ notice to the Administrative Agent, the Seller, the Servicer and the Purchaser Parties in its Group, resign as Group Agent for its Group.Such resignation shall not become effective until a successor Group Agent is appointed by the Purchaser(s) in such Group.Upon such acceptance of its appointment as Group Agent for such Group hereunder by a successor Group Agent, such successor Group Agent shall succeed to and become vested with all the rights and dutiesoftheresigningGroupAgent,andtheresigningGroupAgentshallbedischargedfromits duties and obligations under the Transaction Documents.After any resigning Group Agent’s resignationhereunder,theprovisionsofthisArticleXIIandArticleXIIIshallinuretoitsbenefit as to anyactions taken or omitted to be taken byit while it was a Group Agent.

SECTION12.09.Reliance on Group Agent.Unless otherwise advised in writing by a Group Agent or by any Purchaser Party in such Group Agent’s Group, each party to this Agreement mayassumethat (i)such Group Agent is actingforthebenefitand onbehalfofeach of the Purchaser Parties in its Group, as well as for the benefit of each assignee or other transferee from any such Person and (ii) each action taken by such Group Agent has been duly authorizedandapprovedbyallnecessaryactiononthepartofthePurchaserPartiesinitsGroup.

ARTICLE XIII

INDEMNIFICATION

SECTION13.01.IndemnitiesbytheSeller.

(a) WithoutlimitinganyotherrightsthattheAdministrativeAgent,thePurchaser Parties, the Affected Persons and their respective assigns, officers, directors, agents andemployees(each,a “SellerIndemnified Party”) may have hereunder or under Applicable Law, the Seller hereby agrees to indemnify each Seller Indemnified Party from and against any andallclaims,lossesandliabilities(includingAttorneyCosts)(alloftheforegoingbeing collectively referred to as “Seller Indemnified Amounts”) arising out of or resulting from thisAgreementoranyotherTransactionDocumentortheuseofproceedsoftheInvestmentor Issuance or the security interest in respect of any Pool Receivable or any other Sold Assets orSellerCollateral;excluding,however,(a)SellerIndemnifiedAmountstotheextentafinal non-appealable

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judgment of a court of competentjurisdictionholdsthatsuchSeller Indemnified AmountsresultedsolelyfromthegrossnegligenceorwillfulmisconductbytheSeller IndemnifiedPartyseekingindemnificationand(b)Taxesthatarecovered bySection5.03(other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim).Withoutlimitingorbeinglimitedbytheforegoing,theSellershallpayondemand(itbeing understoodthatifanyportionofsuchpaymentobligationismadefromCollections,such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Seller Indemnified Party any and all amounts necessary to indemnify such Seller IndemnifiedPartyfrom and against anyand all Seller Indemnified Amounts relating to or resultingfrom any of the following (but excluding Seller Indemnified Amounts and Taxes described in clauses (a)and (b)above):

(i)anyPoolReceivablewhichtheSellerortheServicerincludesasan Eligible Receivable as part of the Net Receivables Pool Balance but which is not an Eligible Receivable at such time;

(ii)any representation, warranty or statement made or deemed made by the Seller (or any of its respective officers) under or in connection with this Agreement, any of the other Transaction Documents, any Information Package, any WeeklyReport or anyother information or report delivered byor on behalf of the Seller pursuant hereto which shall have been untrue or incorrect when made or deemed made;

(iii)the failure by the Seller to comply with any Applicable Law with respect to any Pool Receivable or the related Contract; or the failure of any Pool Receivable or the related Contract to conform to anysuch Applicable Law;

(iv)the failure to vest in the Administrative Agent a first priority perfected ownership or security interest in all or any portion of the Sold Assets or Seller Collateral, in each case free and clear of any Adverse Claim;

(v)the failure to have filed, or any delay in filing, financing statements,financingstatementamendments,continuationstatementsorothersimilar instruments or documents under the UCC of any applicable jurisdiction or other ApplicableLawswithrespecttoanyPoolReceivable,anyotherSoldAssetsoranySeller Collateral, whether at the time of anyInvestment or Issuance or at anysubsequent time;

(vi)any dispute, claim or defense (other than discharge in bankruptcy) of an Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Pool Receivable or the related Contract not being a legal, validand binding obligation of such Obligor enforceable against it in accordance with its terms),oranyotherclaimresultingfromorrelatingtocollectionactivitieswithrespectto such Pool Receivable;

(vii)anyfailure of the Seller to perform anyof its duties or obligations inaccordancewiththeprovisionshereofandofeachotherTransactionDocumentrelated to Pool Receivables or to timely and fully comply with the Credit and Collection Policy in regard to each Pool Receivable;

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(viii)any products liability, environmental or other claim arising out of orinconnectionwithanyPoolReceivableorothermerchandise,goodsorserviceswhich are the subject of or related to any Pool Receivable;

(ix)the commingling of Collections of Pool Receivables at any time with other funds;

(x)any investigation, litigation or proceeding (actual or threatened) related to this Agreement or any other Transaction Document or the use of proceeds of anyInvestmentorIssuanceorinrespectofanyPoolReceivable,anyotherSoldAssetsor any Seller Collateral or any related Contract;

(xi) any failure of the Seller to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction Document;

(xii) anysetoffwithrespecttoanyPoolReceivable;

(xiii) any claim brought by any Person other than a Seller Indemnified Party arising from any activity by the Seller or any Affiliate of the Seller in servicing, administering or collecting any Pool Receivable;

(xiv) the failure by the Seller to pay when due any Taxes, including, without limitation, sales, excise or personal property taxes;

(xv) anyfailureofaCollectionAccountBanktocomplywiththeterms of the applicable Account Control Agreement, the termination by a Collection Account Bank of any Account Control Agreement or any amounts (including in respect of any indemnity)payablebytheAdministrativeAgenttoaCollectionAccountBankunderany Account Control Agreement;

(xvi) any dispute, claim, offset or defense (other than discharge in bankruptcyoftheObligor)oftheObligortothepaymentofanyPoolReceivable (including, without limitation, a defense based on such Pool Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of goods or the rendering of services related to such Pool Receivable or the furnishing or failure to furnish anysuch goods orservices orothersimilar claim ordefensenotarising from the financial inability of any Obligor to pay undisputed indebtedness;

(xvii) any action taken by the Administrative Agent as attorney-in-fact for the Seller, any Originator or the Servicer pursuant to this Agreement or any other Transaction Document;

(xviii) thefailureofdelaytoprovideanyObligorwithaninvoiceorother evidence of indebtedness;

(xix) theuseofproceedsofanyInvestmentorIssuance;or

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(xx) any reduction in Capital as a result of the distribution of Collections if all or a portion of such distributions shall thereafter be rescinded or otherwise must be returned for any reason.

(b) Notwithstanding anything to the contrary in this Agreement, solely for purposes of the Seller’s indemnification obligations in clauses (ii), (iii), (vii)and (xi)of this ArticleXIII,anyrepresentation,warrantyorcovenantqualifiedbytheoccurrenceor non-occurrenceof amaterialadverseeffect orsimilarconcepts ofmaterialityshall bedeemed to be not so qualified.

(c) IfforanyreasontheforegoingindemnificationisunavailabletoanySeller Indemnified Party or insufficient to hold it harmless, then the Seller shall contribute to such Seller Indemnified Partythe amount paid or payable bysuch Seller Indemnified Partyas aresult of such loss, claim, damage or liabilityin such proportion as is appropriate to reflect the relative economic interests of the Seller and its Affiliates on the one hand and such Seller Indemnified Party on the other hand in the matters contemplated by this Agreement as well as the relative fault of the Seller and its Affiliates and such Seller Indemnified Party with respect to such loss, claim, damage or liability and any other relevant equitable considerations.The reimbursement, indemnityandcontributionobligationsoftheSellerunderthisSectionshallbeinadditiontoany liability which the Seller may otherwise have, shall extend upon the same terms and conditions to each Seller Indemnified Party, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Seller and the Seller Indemnified Parties.

(d) Any indemnification or contribution under this Section shall survive the termination of this Agreement.

SECTION13.02.IndemnificationbytheServicer.

(a) TheServicerherebyagrees toindemnifyandholdharmlesstheSeller,the Administrative Agent, the Purchaser Parties, the Affected Persons and their respective assigns, officers,directors,agentsandemployees(each,a“ServicerIndemnifiedParty”),fromand against anyloss,liability, expense,damage orinjurysuffered orsustained byreason of anyacts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, AttorneyCostsandothercostsorexpensesincurredinconnectionwiththedefenseofanyactual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such Servicer Indemnified Amounts resulted solely from the gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes that are covered bySection 5.03(other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim) and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness orother financialinabilityto payoftherelatedObligor.Withoutlimitingor being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any

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and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii)and (iii)above):

(i) any representation, warranty or statement made or deemed made by the Servicer (or any of its respective officers) under or in connection with this Agreement, any of the other Transaction Documents, any Information Package, any Weekly Report or any other information or report delivered by or on behalf of the Servicerpursuantheretowhichshallhavebeenuntrueorincorrectwhenmadeordeemed made;

(ii) thefailurebytheServicertocomplywithanyApplicableLawwith respect to any Pool Receivable or the related Contract; or the failure of any Pool Receivable or the related Contract to conform to anysuch Applicable Law;

(iii) the commingling of Collections of Pool Receivables at any time with other funds;

(iv) anyfailureofaCollectionAccountBanktocomplywiththeterms of the applicable Account Control Agreement, the termination by a Collection Account Bank of any Account Control Agreement or any amounts (including in respect of any indemnity)payablebytheAdministrativeAgenttoaCollectionAccountBankunderany Account Control Agreement; or

(v) any failure of the Servicer to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction Document.

(b) If for any reason the foregoing indemnification is unavailable to any Servicer Indemnified Party or insufficient to hold it harmless, then the Servicer shall contribute to the amount paid or payable bysuch Servicer Indemnified Partyas aresult ofsuch loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of the Servicer and its Affiliates on the one hand and such Servicer Indemnified Party on the other hand in the matters contemplated by this Agreement as well as the relative fault of the Servicer and its Affiliates and such Servicer Indemnified Partywith respect to such loss, claim, damage or liability and any other relevant equitable considerations.The reimbursement, indemnity and contribution obligations of the Servicer under this Section shall be in addition to any liability which the Servicer may otherwise have, shall extend upon the same terms and conditions to Servicer Indemnified Party, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Servicer and the Servicer Indemnified Parties.

(c) Any indemnification or contribution under this Section shall survive the termination of this Agreement.

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ARTICLE XIV

SELLERGUARANTY

SECTION14.01.GuarantyofPayment.TheSellerherebyabsolutely,irrevocablyand unconditionally guarantees to each Purchaser, the Administrative Agent and the other Secured Parties the prompt payment of the Sold Receivables by the related Obligors and all other payment obligationsincludedintheSold Assets (collectively,the “Guaranteed Obligations”),in each case, in full when due, whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise (such guaranty, the “Seller Guaranty”).The Seller Guaranty is a guaranty of payment and not of collection and is a continuing irrevocable guaranty and shall applytoallGuaranteedObligationswheneverarising.TotheextenttheobligationsoftheSeller hereunder in respect to the Seller Guaranty shall be adjudicated to be invalid or unenforceable for any reason (including because of any applicable state or federal Law relating to fraudulent conveyances or transfers) then such obligations of the Seller shall be limited to the maximum amount that is permissible under Applicable Law (whether federal or state or otherwise and including the BankruptcyCode and anyother applicable bankruptcy, insolvency, reorganization or other similar laws).

SECTION14.02.UnconditionalGuaranty.TheobligationsoftheSellerundertheSeller Guarantyareabsoluteandunconditional,irrespectiveofthevalue,genuineness,validity,regularityorenforceabilityofanyGuaranteedObligations,anyContract,anyTransaction Documentoranyotheragreementorinstrumentreferredtotherein,tothefullestextent permitted by Applicable Law, irrespective of any other circumstance whatsoever which might otherwiseconstitutealegalorequitabledischargeordefenseofasuretyorguarantor.TheSeller agrees that the Seller Guaranty may be enforced by the Administrative Agent or the Purchasers withoutthenecessityatanytimeofresortingtoorexhaustinganyothersecurityorcollateraland without the necessity at any time of having recourse to any of the other Transaction Documents or any collateral, including the Sold Assets, hereafter securing the Guaranteed Obligations, the SellerObligationsorotherwise,andtheSellerherebywaivestherighttorequirethe Administrative Agent or thePurchasers to makedemand on orproceed against anyObligor, any Originator,theServiceroranyPerformanceGuarantororanyotherPersonortorequirethe Administrative Agent or the Purchasers to pursue any other remedy or enforce any other right. TheSellerfurtheragreesthatnoPersonorGovernmentalAuthorityshallhaveanyrightto requestanyreturnorreimbursementoffundsfromtheAdministrativeAgentorthePurchasersin connection with monies received under or in respect of the Seller Guaranty. The Seller further agrees that nothing contained herein shall prevent the Administrative Agent or the Purchasersfrom suing on any of the other Transaction Documents or foreclosing its or their, as applicable, security interestinorlienontheSoldAssetsorany othercollateralsecuringtheGuaranteed Obligations or the Seller Obligations or from exercising any other rights available to it or them, asapplicable,underanyTransactionDocument,oranyotherinstrumentofsecurityandthe exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall notconstituteadischargeoftheSeller’sobligationsundertheSellerGuaranty;itbeingthe purpose and intent of the Seller that its obligations under the Seller Guaranty shall be absolute, independentandunconditionalunderanyandallcircumstances.NeithertheSellerGuarantynor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any mannerwhatsoeverbyanimpairment,modification,change,release,increaseorlimitationofthe liability of any Obligor, any Originator, the Servicer or anyPerformance Guarantor or byreason of the

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bankruptcyor insolvencyof anyObligor, anyOriginator, the Servicer or anyPerformance Guarantor.TheSellerherebywaivesanyandallnoticeofthecreation,renewal,extension, accrual, or increase of any of the Guaranteed Obligationsand notice of or proof of reliance by the Administrative Agent or any Purchaser on the Seller Guaranty or acceptance of the SellerGuaranty.AlldealingsbetweenanyObligor,anyOriginator,theServicer,anyPerformance Guarantor or the Seller, on the one hand, and the Administrative Agent and the Purchasers, on theotherhand,shallbeconclusively presumedtohavebeenhadorconsummatedinreliance upon the Seller Guaranty.The Seller hereby represents and warrants that it is, and immediately after giving effect to the Seller Guaranty and the obligation evidenced hereby, will be, solvent. TheSellerGuarantyandtheobligationsoftheSellerundertheSellerGuarantyshallbevalidand enforceable and shall not be subject to any limitation, impairment or discharge for any reason(otherthanpaymentinfullofallGuaranteedObligations),includingtheoccurrenceofanyofthe following, whether or not the Administrative Agent or any Purchaser shall have had notice orknowledgeofanyofthem:(A)anyfailuretoassertorenforceoragreementnottoassertor enforce,orthestayorenjoining,byorderofcourt,byoperationoflaworotherwise,ofthe exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Sold Assets or the Guaranteed Obligations or anyagreement relatingthereto, or with respect toanyguarantyoforothersecurityforthepaymentoftheSoldAssetsortheGuaranteed Obligations, (B)any waiver, amendment or modification of, or any consent to departure from, anyof theterms orprovisions (includingprovisions relatingtoanyEvent ofTermination)ofany TransactionDocumentoranyagreementorinstrumentexecutedpursuantthereto,orofany guaranty or other security for the Sold Assets or the Guaranteed Obligations, (C)to the fullestextentpermittedbyApplicableLaw,anyoftheGuaranteedObligations,oranyagreement relatingthereto,atanytimebeingfoundtobeillegal,invalidorunenforceableinanyrespect, (D)the application of payments received from anysource to the payment of Debt other than the GuaranteedObligations,eventhoughtheAdministrativeAgentmighthaveelectedtoapplysuch payment to any part or all of the Guaranteed Obligations, (E)any failure to perfect or continue perfection of a security interest in any of the Sold Assets or other Seller Collateral, (F)any defenses, set-offs or counterclaims which the Seller, any Originator, the Servicer, any Performance Guarantoror anyObligormayallegeorassertagainsttheAdministrativeAgentor any Purchaser in respect of the Sold Assets or the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G)anyother act or thing oromission, ordelayto do anyotheract or thing,whichmayormightinanymannerortoanyextentvarytheriskoftheSellerasanobligor in respect of the Sold Assets or the Guaranteed Obligations.

SECTION14.03.Modifications.The Seller agrees that: (a)all or any part of any security interest, lien, collateral security or supporting obligation now or hereafter held for any GuaranteedObligationmaybeexchanged,compromisedorsurrenderedfromtimetotime; (b)none of the Purchasers or the Administrative Agent shall have any obligation to protect, perfect, secure or insure any security interest or lien now or hereafter held, if any, for the Guaranteed Obligations; (c)the time or place of payment of anyGuaranteed Obligation maybe changed or extended, in whole or in part, to a time certain or otherwise, and maybe renewed or accelerated, in whole or in part; (d)any Obligor, any Originator, the Seller, the Servicer or any Performance Guarantor and any other party (including any co-guarantor) liable for payment of any Guaranteed Obligation may be granted indulgences generally; (e)any of the provisions of Contracts or any other agreements or documents governing or giving rise to any Guaranteed Obligation may be modified, amended

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or waived; and (f) any deposit balance for the credit of any Obligor, anyOriginator, the Servicer, anyPerformance Guarantor or the Seller or anyother party(including anyco-guarantor) liable forthepaymentof anyGuaranteed Obligationorliable upon any security therefor may be released, in whole or in part, at, before or after the stated, extended or accelerated maturity of the Guaranteed Obligations, all without notice to or further assent by the Seller, which shall remain bound thereon, notwithstanding any such exchange, compromise, surrender, extension, renewal, acceleration, modification, indulgence or release.

SECTION14.04.Waiver of Rights.The Seller expressly waives to the fullest extent permitted by Applicable Law: (a)notice of acceptance of the Seller Guaranty bythe Purchasers and the Administrative Agent; (b)presentment and demand for payment or performance of any of the Guaranteed Obligations; (c)protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d)notice of the Purchasers or the Administrative Agent obtaining, amending, substituting for, releasing, waiving or modifying any security interest or lien, if any, hereafter securing the Guaranteed Obligations, or the Purchasers or the Administrative Agent subordinating, compromising, discharging or releasing such security interests or liens, if any; (e)all other notices, demands, presentments, protests or anyagreement orinstrument related to the Sold Assets or theGuaranteed Obligations to which theSellermight otherwise be entitled; (f)any right to require the Administrative Agent or any Purchaser as a condition of payment or performance by the Seller, to (A)proceed against any Obligor, any Originator, the Servicer, anyPerformance Guarantoror anyotherPerson, (B)proceed againstor exhaust anyothersecurityheld from anyObligor, anyOriginator,theServicer,anyPerformance Guarantor or any other Person, (C)proceed against or have resort to any balance of any deposit account,securitiesaccount orcredit onthebooks oftheAdministrativeAgent,thePurchasersor any other Person, or (D)pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g)anydefense arising byreason of the incapacity, lack of authority or any disability or other defense of anyObligor, anyOriginator, the Servicer, anyPerformance Guarantor or any other Person including any defense based on or arising out of the lack of validity or the unenforceability of the Sold Assets or the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Obligor, any Originator, the Servicer, anyPerformance Guarantor or anyother Person from any cause other than payment in full of the Sold Assets and the Guaranteed Obligations; (h)any defense based upon any Applicable Law which provides that the obligation of a surety must be neitherlargerinamountnorinotherrespectsmoreburdensomethanthatoftheprincipal;(i)any defense based upon the Administrative Agent’s or any Purchaser’s errors or omissions in the administration of the Sold Assets or the Guaranteed Obligations; (j)(A)any principles or provisions of law, statutoryorotherwise, which are ormight be in conflict with theterms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B)the benefit of any statute of limitations affecting the Seller’s liability under the Seller Guaranty or the enforcement of the Seller Guaranty, (C)any rights to set-offs, recoupments and counterclaims, and (D)promptness, diligence and any requirement that the Administrative Agent and the Purchasers protect, secure, perfect or insure any other security interest or lien or any property subject thereto; and (k)to the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by Applicable Law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guaranty.

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SECTION14.05.Reinstatement.NotwithstandinganythingcontainedinthisAgreement or theother Transaction Documents, theobligations of theSellerunder this ArticleXIVshall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and the Seller agrees that it will indemnify Administrative Agent and each Purchaser on demand for all reasonable costs and expenses (including reasonable fees of counsel) incurred by such Person in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law.

SECTION14.06.Remedies.The Seller agrees that, as between the Seller, on the one hand, and Administrative Agent and the Purchasers, on the other hand, the Guaranteed Obligations maybedeclared to be forthwith due and payable asprovided in Article X(andshall be deemed to have become automatically due and payable in the circumstances provided in Article X) notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing such Guaranteed Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or such Guaranteed Obligations being deemed to have become automatically due and payable), such Guaranteed Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by the Seller.

SECTION14.07.Subrogation.The Seller hereby waives all rights of subrogation (whethercontractualorotherwise)totheclaimsoftheAdministrativeAgent,thePurchasersand the other Secured Parties against any Obligor, any Originator, the Servicer, any Performance Guarantor or any other Person in respect of the Guaranteed Obligations until such time as all GuaranteedObligationshavebeenindefeasiblypaidinfullincashandtheFinalPayoutDatehas occurred. The Seller further agrees that, to the extent such waiver of its rights of subrogation is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogationshallbejuniorandsubordinatetoanyrightstheAdministrativeAgentorany PurchasermayhaveagainstanyObligor,anyOriginator,theServicer,anyPerformance Guarantor or any other Person in respect of the Guaranteed Obligations.

SECTION14.08.Inducement.The Purchasers have been induced to make the Investments and Issuances under this Agreement in part based upon the Seller Guarantythatthe Seller desires that the Seller Guaranty be honored and enforced as separate obligations of the Seller, should Administrative Agent and the Purchasers desire to do so.

SECTION14.09.Security Interest.To secure the prompt payment and performance of the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations, the Seller hereby grants to the Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, a continuing security interest in and lien upon all property and assets of the Seller, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein,andallcertificatesandinstruments,ifany,fromtimetotimeevidencingsuch Lock-Boxes and Collection Accounts

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and amounts on deposit therein, (v) all rights (butnoneof theobligations) of theSeller under thePurchase and Sale Agreement; (vi) all otherpersonal and fixture propertyor assets of the Seller of everykind andnatureincluding, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contractrightsorrightstothepaymentofmoney,insuranceclaimsandproceeds,andallgeneral intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under anyor all of, the foregoing.

(b) The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all theSellerCollateral, and in addition to all theotherrightsandremedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC.The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “allofthedebtor’spersonalpropertyorassets”orwordstothateffect,notwithstandingthatsuch wording maybe broader in scope than the collateral described in this Agreement.

(c) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to theSellerCollateralshallreverttotheSeller;provided,however,thatpromptlyfollowingwritten request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination.

(d) For the avoidance of doubt, the grant of security interest pursuant to this Section 14.09shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b)or the Seller’s grant of security interest pursuant to Section 5.05.

SECTION14.10.Further Assurances.Promptly upon request, the Seller shall deliver such instruments, assignments or otherdocuments oragreements, and shall takesuch actions, as the Administrative Agent or anyPurchaser deems appropriate to evidence or perfect its security interest and lien on any of the Seller Collateral, or otherwise to give effect to the intent of this Article XIV.

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ARTICLE XV

MISCELLANEOUS

SECTION15.01.Amendments,Etc.

(a) No failure on the part of any Purchaser Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.No amendment or waiver of any provision of this Agreement or consent to any departurebyanyoftheSelleroranyAffiliatethereofshallbeeffectiveunlessinawritingsigned bytheAdministrativeAgentandtheMajorityGroupAgents(and,inthecaseofanyamendment, also signed bythe Seller), and then such amendment, waiver or consent shall be effective onlyin thespecificinstanceandforthespecificpurposeforwhichgiven;provided,however,that(A)no amendment, waiver or consent shall, unless in writing and signed by the Servicer, affect the rights or duties of the Servicer under this Agreement; (B) no amendment, waiver or consent shall, unless in writing and signed bythe Administrative Agent and each Group Agent:

(i) change (directly or indirectly) the definitions of, Capital Coverage Deficit,DefaultedReceivable,EligibleReceivable,FacilityLimit,SellerObligationFinal Due Date, Net Receivables Pool Balance or Total Reserves contained in this Agreement, orincreasethethenexistingConcentrationPercentageorSpecialConcentrationLimitfor any Obligor or change the calculation of the Capital Coverage Amount;

(ii) reduce the amount ofCapital or Yieldthat ispayablehereunderor delay any scheduled date for payment thereof;

(iii) changeanyEventofTerminationorServicerDefault;

(iv) release all or a material portion of the Sold Assets or Seller Collateral from the Administrative Agent’s security interest created hereunder;

(v) release any Performance Guarantor from any of its obligations under the Performance Guaranty or terminate the Performance Guaranty;

(vi) changeanyoftheprovisionsofthisSection15.01orthedefinition of “Majority Group Agents”; or

(vii) changetheorderofpriorityinwhichCollectionsareapplied pursuant to Section 4.01.

Notwithstanding the foregoing, (A) no amendment, waiver or consent shall increase any Committed Purchaser’s or LC Participant’s Commitment hereunder without the consent of such CommittedPurchaserorLCParticipant,asapplicable,and(B)noamendment,waiverorconsent shall reduce any Fees payable by the Seller to any member of any Group or delay the dates on whichanysuchFeesarepayable,ineithercase,withouttheconsentoftheGroupAgentforsuch Group.

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SECTION15.02.Notices, Etc.All notices and other communications hereunder shall, unless otherwise stated herein, be in writing (which shall include facsimile communication) and faxed or delivered, to each party hereto, at its address set forth under its name on Schedule IIIhereto or at such other address as shall be designated by such party in a written notice to the otherpartieshereto.Noticesandcommunications byfacsimileshallbeeffectivewhensent(and shall be followed by hard copy sent by regular mail), and notices and communications sent by other means shall be effective when received.

SECTION15.03.Assignability;AdditionofPurchasers.

(a) Assignment by Conduit Purchasers.This Agreement and the rights of each Conduit Purchaser hereunder (including its right to receive payments of Capital and Yield) shall be assignable bysuch Conduit Purchaserand its successors and permitted assigns (i) to any Program Support Provider of such Conduit Purchaser without prior notice to or consent from the Seller or any other party, or any other condition or restriction of any kind, (ii) to any other PurchaserwithpriornoticetotheSellerbutwithoutconsentfromtheSelleror(iii)withtheprior written consent of the Seller (such consent not to be unreasonably withheld, conditioned or delayed;provided,however,thatsuchconsentshallnotberequiredifanEventofTerminationor Unmatured Event of Termination has occurred and is continuing), to any other EligibleAssignee.Each assignor of Capital (or any portion thereof) or any interest therein may, in connection with the assignment or participation, disclose to the assignee or Participant any information relating to the Seller and its Affiliates, including the Receivables, furnished to such assignor byor on behalf of the Seller and its Affiliates or bythe Administrative Agent; providedthat, prior to any such disclosure, the assignee or Participant agrees to preserve the confidentialityofanyconfidentialinformationrelatingtotheSelleranditsAffiliatesreceivedby it from anyof the foregoing entities in a manner consistent with Section 15.06(b).

(b) Assignment by Committed Purchasers.Each Committed Purchaser may assign to anyEligibleAssigneeor to anyotherCommitted Purchaserall or aportion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and any Capital or interests therein owned by it); provided, howeverthat

(i) except for an assignment by a Committed Purchaser to either anAffiliateofsuchCommittedPurchaseroranyotherCommittedPurchaser,eachsuch assignment shall require the prior written consent of the Seller (such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that such consent shall not be required if an Event of Termination or an Unmatured Event of Termination has occurred and is continuing);

(ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement;

(iii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respectto such assignment) shall in no event beless than thelesser of (x)$5,000,000 and (y) all of the assigning Committed Purchaser’s Commitment; and

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(iv) thepartiestoeachsuchassignmentshallexecuteanddelivertothe Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreement.

Uponsuchexecution,delivery,acceptanceandrecordingfromandaftertheeffectivedate specified in such Assignment and Acceptance Agreement, (x) the assignee thereunder shall be a party to this Agreement, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and AcceptanceAgreement, have therights and obligations of a Committed Purchaser hereunder and (y) the assigning Committed Purchaser shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under thisAgreement(and, in thecaseofanAssignmentandAcceptanceAgreement covering all or the remaining portion of an assigning Committed Purchaser’s rights and obligations under this Agreement, such Committed Purchaser shall cease to be a partyhereto).

(c) Register.TheAdministrativeAgentshall,actingsolelyforthispurposeas an agent of the Seller, maintain at its address referred to on Schedule IIIof this Agreement (or such otheraddress oftheAdministrativeAgent notifiedbytheAdministrativeAgent to theother parties hereto) a copyof each Assignment and AcceptanceAgreement delivered to and accepted by it and a register for the recordation of the names and addresses of the Committed Purchasers and the Conduit Purchasers, the Commitment of each Committed Purchaser and the aggregate outstandingCapital(andstatedYield)ofeachConduitPurchaserandCommittedPurchaserfrom time to time (the “Register”).The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Seller, the Servicer, the Administrative Agent, theGroup Agents, and the other Purchaser Parties maytreat each Person whose name is recorded in the Register as a Committed Purchaser or Conduit Purchaser, as the case may be, under this Agreement for all purposes of this Agreement.The Register shall be available for inspection by theSeller,theServicer,anyGroupAgent,anyConduitPurchaseroranyCommittedPurchaserat any reasonable time and from time to time upon reasonable prior notice.

(d) Procedure.UponitsreceiptofanAssignmentandAcceptanceAgreement executed and delivered by an assigning Committed Purchaser and an Eligible Assignee or assignee Committed Purchaser, the Administrative Agent shall, if such Assignment and AcceptanceAgreementhasbeenduly completed,(i)acceptsuchAssignmentandAcceptance Agreement, (ii) record the information contained therein in the Register and (iii) give promptnotice thereof to the Seller and the Servicer.

(e) Participations.Each Committed Purchaser may sell participations to one or more Eligible Assignees (each, a “Participant”) in or to all or a portion of its rights and/or obligations under this Agreement (including, without limitation, all or a portion of its Commitment and its Capital and Yield thereon); provided, however, that

(i) such Committed Purchaser’s obligations under this Agreement (including, without limitation, its Commitment to the Seller hereunder) shall remain unchanged, and

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(ii) such Committed Purchaser shall remain solely responsible to the other parties to this Agreement for the performance of such obligations.

The Administrative Agent, the Group Agents, the LC Banks, the LC Participants, the Conduit Purchasers, the other Committed Purchasers, the Seller and the Servicer shall have the right to continue to deal solely and directly with such Committed Purchaser in connection with suchCommittedPurchaser’srightsandobligationsunderthisAgreement.TheSelleragreesthat each Participant shall be entitled to the benefits of Sections5.01and 5.03(subject to the requirements and limitations therein, including the requirements under Section5.03(f) (it being understood that the documentation required under Section5.03(f)shall be delivered to the participatingPurchaser))tothesameextentasifitwereaPurchaserandhadacquireditsinterest by assignment pursuant to clause(b)of this Section; provided that such Participant shall not be entitled to receive any greater payment under Section5.01or 5.03, with respect to any participation, than its participating Purchaser would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.

(f) Participant Register.Each Committed Purchaser that sells a participation shall, acting solely for this purpose as an agent of the Seller, maintain a register on which it entersthenameandaddressofeachParticipantandtheCapital(andstatedYield)participatedto each Participant, together with each Participant’s interest in the other obligations under this Agreement (the “Participant Register”); providedthat no Committed Purchaser shall have any obligation to disclose all or anyportion of the Participant Register (including the identityof any Participant or any information relating to a Participant’s interest in any Commitments, Capital, Yield, Letters of Credit or its other obligations under anythis Agreement) to anyPerson except totheextentthatsuchdisclosureisnecessarytoestablishthatsuchCommitment,Capital,Yield, LettersofCreditorotherobligationisinregisteredformunderSection5f.103-1(c)oftheUnited States Treasury Regulations.The entries in the Participant Register shall be conclusive absent manifesterror,andsuchCommittedPurchasershalltreateachPersonwhosenameisrecordedin the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(g) AssignmentsbyAgents.ThisAgreementandtherightsandobligationsof theAdministrativeAgentandeachGroupAgenthereinshallbeassignablebytheAdministrative Agent or such Group Agent, as the case maybe, and its successors and assigns; providedthat in the case of an assignment to a Person that is not an Affiliateof the AdministrativeAgent or such Group Agent, so long as no Event of Termination or Unmatured Event of Termination has occurred and is continuing, such assignment shall require the Seller’s consent (not to be unreasonably withheld, conditioned or delayed).

(h) Assignments by the Seller or the Servicer.Neither the Seller nor, except as provided in Section 9.01, the Servicer may assign any of its respective rights or obligations hereunder or any interest herein without the prior written consent of the Administrative Agent, each LC Bank and each Group Agent (such consent to be provided or withheld in the sole discretion of such Person).

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(i) Addition of Purchasers or Groups.The Sellermay, with writtennotice to the Administrative Agent and each Group Agent, add additional Persons as Purchasers (by creating a new Group) or cause an existing Purchaser or LC Participant to increase its Commitment; provided, however, that the Commitment of any existing Purchaser or LC Participant may only be increased with the prior written consent of such Purchaser or LC Participant.Each new Purchaser or LC Participant (or Group) shall become a party hereto, by executing and delivering to the Administrative Agent and the Seller, an assumption agreement (each, an “Assumption Agreement”) in the form of Exhibit Dhereto (which Assumption Agreementshall,inthecaseofanynewPurchaserorLCParticipant,beexecutedbyeachPerson in such new Purchaser’s Group).

(j) Pledge to a Federal Reserve Bank. Notwithstanding anything to the contrary set forth herein, any Purchaser, Program Support Provider or any of their respective Affiliatesmayatanytimepledgeorgrantasecurityinterestinalloranyportionofitsinterestin, to and under this Agreement (including, without limitation, rights to payment of Capital and Yield) and any other Transaction Document to secure its obligations to a Federal Reserve Bank, without notice to or theconsent of theSeller, theServicer,anyAffiliatethereoforanyPurchaser Party; provided, however, that that no such pledge shall relieve such assignor of its obligations under this Agreement.

(k) PledgetoaSecurityTrustee.Notwithstandinganythingtothecontraryset forth herein, any Conduit Purchaser may at any time pledge or grant a security interest in all or anyportionofitsinterestin,toandunderthisAgreement(including,withoutlimitation,rightsto payment of Capital and Yield) and any other Transaction Document to a collateral trustee (or Person acting in a similar capacity)as collateral security in connection with such Conduit Purchaser’sasset-backedcommercialpapernoteprogram,withoutnoticetoortheconsentofthe Seller, theServicer, anyAffiliatethereof oranyPurchaserParty; provided, however, that that no such pledge shall relieve such assignor of its obligations under this Agreement.

SECTION15.04.Costs and Expenses.In addition to the rights of indemnification grantedunderSection13.01hereof,theSelleragreestopayondemandallreasonable out-of-pocket costs and expenses in connection with the preparation, negotiation, execution, deliveryandadministrationofthisAgreement,anyProgramSupportAgreement(orany supplement or amendment thereof) related to this Agreement and the other Transaction Documents (together with all amendments, restatements, supplements, consents and waivers, if any, from time to time hereto and thereto), including, without limitation, (i) the Attorney Costs for the Administrative Agent and the other Purchaser Parties and any of their respective Affiliates with respect thereto and with respect to advising the Administrative Agent and the other Purchaser Parties and their respective Affiliates as to their rights and remedies under this Agreement and the other Transaction Documents and (ii) reasonableaccountants’, auditors’ and consultants’ fees and expenses for the Administrative Agent and theotherPurchaserParties and anyoftheirrespectiveAffiliates and thefeesandcharges ofanynationallyrecognizedstatistical ratingagencyincurredinconnectionwiththeadministrationandmaintenanceofthisAgreement oradvisingtheAdministrativeAgentoranyotherPurchaserPartyastotheirrightsandremedies under this Agreement or as to anyactual or reasonablyclaimedbreach ofthis Agreement or any other Transaction Document.In addition, the Seller agrees to pay on demand all reasonableout-of-pocket costs and expenses (including Attorney Costs), of the Administrative Agent and the other Purchaser Parties and their respective

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Affiliates, incurred in connection with the enforcement of anyoftheirrespectiverightsorremediesundertheprovisionsofthisAgreement and the other Transaction Documents.

SECTION15.05.NoProceedings;LimitationonPayments.

(a) Each of the Seller, the Administrative Agent, the Servicer, each Group Agent, eachPurchaser, each LCParticipant and each assigneeofCapital or anyYieldthereofor ofanyotherSellerObligationsagreesthatitwillnotinstituteagainst,orjoinanyotherPersonin instituting against, any Conduit Purchaser any Insolvency Proceeding so long as any Notes or other senior indebtedness issued by such Conduit Purchaser shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Notes or other senior indebtedness shall have been outstanding.

(b) EachoftheServicer,eachGroupAgent,eachPurchaserandeachassignee of Capital or any Yield thereof or of any other Seller Obligations, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any InsolvencyProceeding until one year and onedayafter the Final Payout Date; provided, that the AdministrativeAgent maytake anysuch action in its sole discretion followingtheoccurrenceof an Event of Termination.

(c) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser shall not, and shall be under no obligation to, pay any amount, if any,payablebyitpursuant tothisAgreement oranyotherTransactionDocumentunless(i)such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s Notes when due and (ii) after giving effecttosuchpayment,either(x)suchConduitPurchasercouldissueNotestorefinanceallofits outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of suchConduitPurchaser’sNotesarepaidinfull.AnyamountwhichanyConduitPurchaserdoes not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit PurchaserforanysuchinsufficiencyunlessanduntilsuchConduitPurchasersatisfiesthe provisions of clauses (i)and (ii)above.The provisions of this Section 15.05shall survive any termination of this Agreement.

SECTION15.06.Confidentiality.

(a) EachoftheSellerandtheServicercovenantsandagreestoholdin confidence,andnotdisclosetoanyPerson,thetermsofthisAgreementortheFeeLetter (includinganyfeespayableinconnectionwiththisAgreement,theFeeLetteroranyother TransactionDocument ortheidentityoftheAdministrativeAgent oranyotherPurchaserParty), exceptastheAdministrativeAgentandeachGroupAgentmay haveconsentedtoinwriting prior to any proposed disclosure; provided, however, that it maydisclosesuch information (i) to its Advisors and Representatives, (ii) to the extent such information has become available to the publicotherthanasaresultofadisclosurebyorthroughtheSeller,theServicerortheir Advisors and Representatives or (iii) to the extent it should be (A) required byApplicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental

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Authoritytodisclosesuchinformation;provided,that,inthecaseofclause(iii)above,theSeller andtheServicerwillusereasonableeffortstomaintainconfidentialityandwill(unlessotherwise prohibited byApplicable Law)notifythe Administrative Agent and the affectedPurchaserParty of its intention to make any such disclosure prior to making such disclosure.Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its RepresentativesandAdvisorsandagreesthatitsRepresentativesandAdvisorswillbeadvisedbyitofthe confidentialnatureofsuchinformationandshallagreetocomplywiththisSection. Notwithstandingtheforegoing,itisexpressly agreedthateachof the Seller,the Servicer and theirrespectiveAffiliatesmaypublishapressreleaseorotherwisepubliclyannouncethe existence and principal amount of the Commitments under this Agreement and the transactions contemplatedhereby;providedthattheAdministrativeAgentshallbeprovidedareasonable opportunity to review such press release or other public announcement prior to its release andprovidecommentthereon;andprovided,further,thatnosuchpressreleaseshallnameor otherwiseidentifythe AdministrativeAgent, anyother Purchaser Partyor anyof their respective AffiliateswithoutsuchPerson’spriorwrittenconsent(suchconsentnottobeunreasonably withheld,conditionedordelayed).Notwithstandingtheforegoing,theSellerconsentstothe publication by the Administrative Agent or any other Purchaser Party of a tombstone or similar advertising material relating to the financing transactions contemplated bythis Agreement.

(b) Each of the Administrative Agent and each other Purchaser Party, severally and with respect to itself only, agrees to hold in confidence, and not disclose to any Person,anyconfidentialandproprietaryinformationconcerningtheSeller,theServicerandtheir respective Affiliates and their businesses or the terms of this Agreement (including any fees payable in connection with this Agreement or the other Transaction Documents), except as the Seller or the Servicer may have consented to in writing prior to any proposed disclosure; provided, however, that it maydisclose such information (i) to its Advisors andRepresentatives and to any related Program Support Provider, (ii) to its assignees and Participants and potential assignees and Participants and their respective counsel if they agree in writing to hold it confidential, (iii) to the extent such information has become available to the public other than as aresult of adisclosurebyorthroughitoritsRepresentativesorAdvisorsoranyrelatedProgram Support Provider, (iv) to any nationally recognized statistical rating organization in connection withobtainingormaintainingtheratingofanyConduitPurchaser’sNotesorascontemplatedby 17CFR240.17g-5(a)(3),(v)at therequest of abankexaminerorotherregulatoryauthorityorin connection with an examination of any of the Administrative Agent, any Group Agent or any Purchaser or their respective Affiliates or Program Support Providers or (vi) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided,that,inthecaseofclause(vi)above,theAdministrativeAgent,eachGroupAgentand each Purchaser will use reasonable efforts to maintain confidentialityand will (unlessotherwise prohibited by Applicable Law) notify the Seller and the Servicer of its making any such disclosure as promptly as reasonably practicable thereafter.Each of the Administrative Agent, each Group Agent and each Purchaser, severally and with respect to itself only, agrees to be responsible for anybreach of this Section byits Representatives,Advisors andProgram Support Providers and agrees that its Representatives, Advisors and Program Support Providers will be advised by it of the confidential nature of such information and shall agree to comply with this Section.

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(c) As used inthisSection, (i) “Advisors”means, with respect to anyPerson, such Person’s accountants, attorneys and other confidential advisors and (ii) “Representatives” means, with respect to any Person, such Person’s Affiliates, Subsidiaries, directors, managers, officers, employees, members, investors, financing sources, insurers, professional advisors, representativesandagents;providedthatsuchPersonsshallnotbedeemedtoRepresentativesof a Person unless (and solely to the extent that) confidential information is furnished to such Person.]

(d) Notwithstanding the foregoing, to the extent not inconsistent with applicable securities laws, each partyhereto (and each of its employees, representativesorother agents)maydisclosetoanyandallpersons,withoutlimitationofanykind,thetax treatmentand tax structure (as defined in Section 1.6011-4 of the Treasury Regulations) of the transactions contemplatedbytheTransactionDocumentsandallmaterialsofanykind(includingopinionsor other tax analyses) that are provided to such Person relating to such tax treatment and tax structure.

(e)For the avoidance of doubt, nothing in this Section shall prohibit anyPersonfromvoluntarilycommunicating,disclosingorprovidinginformationwithinthescopeofthe confidentiality provisions of this Section regarding suspected violations of laws, rules, orregulationstoagovernmental,regulatoryorself-regulatoryorganizationwithoutanynotificationto any Person.

SECTION15.07.GOVERNING LAW.THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDINGSECTIONS5-1401AND5-1402OFTHEGENERALOBLIGATIONSLAWOF THESTATEOFNEWYORK,BUTWITHOUTREGARDTOANYOTHERCONFLICTSOF LAW PROVISIONS THEREOF, EXCEPT TO THE EXTENT THAT THE PERFECTION, THE EFFECT OF PERFECTION OR PRIORITY OF THE INTERESTS OF ADMINISTRATIVEAGENTORANYPURCHASERINTHEsoldASSETSORSELLER COLLATERALISGOVERNEDBYTHELAWSOFAJURISDICTIONOTHERTHANTHE STATE OF NEW YORK).

SECTION15.08.Execution in Counterparts.This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.Delivery of an executed counterpart hereof by facsimile or other electronic means shall be equally effective as delivery of an originally executed counterpart.

SECTION15.09.Integration;BindingEffect;SurvivalofTermination.ThisAgreement and the other Transaction Documents contain the final and complete integration of all prior expressionsbythepartiesheretowithrespecttothesubjectmatterhereofandshallconstitutethe entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until the Final Payout Date; provided,however,thattheprovisionsofSections3.08,3.09,3.10,5.01,5.02,5.03,11.04, 11.06,12.04, 13.01, 13.02,

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14.08, 14.09, 14.10, 15.04,15.05, 15.06, 15.09, 15.11and15.13shall surviveanyterminationofthisAgreement.

SECTION15.10.CONSENT TO JURISDICTION.(a) EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO (I) WITH RESPECT TO THE SELLER AND THE SERVICER, THE EXCLUSIVE JURISDICTION, AND (II) WITH RESPECT TO EACH OF THE OTHER PARTIES HERETO, THE NON-EXCLUSIVE JURISDICTION, IN EACH CASE, OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN NEW YORK CITY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATINGTOTHISAGREEMENTORANYOTHERTRANSACTIONDOCUMENT,AND EACH PARTY HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OFSUCH ACTION ORPROCEEDING (I) IF BROUGHT BY THESELLER,THE SERVICER OR ANY AFFILIATE THEREOF, SHALL BE HEARD AND DETERMINED, AND (II) IF BROUGHT BY ANY OTHER PARTY TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, MAY BE HEARD AND DETERMINED, IN EACH CASE, IN SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERALCOURT.NOTHING IN THIS SECTION15.10SHALLAFFECT THE RIGHTOFTHEADMINISTRATIVEAGENTOR ANYOTHERPURCHASERPARTY TOBRINGANYACTIONORPROCEEDINGAGAINSTTHESELLERORTHESERVICER OR ANY OF THEIR RESPECTIVE PROPERTY IN THE COURTS OF OTHER JURISDICTIONS.EACH OF THE SELLER AND THE SERVICER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING.THE PARTIES HERETO AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

(b) EACH OF THE SELLER AND THE SERVICER CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO IT AT ITS ADDRESS SPECIFIED IN SECTION 15.02.NOTHING IN THIS SECTION 15.10SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY OTHER PURCHASER PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

SECTION15.11.WAIVER OF JURY TRIAL.EACH PARTY HERETO HEREBY WAIVES,TOTHEMAXIMUMEXTENTPERMITTEDBYAPPLICABLELAW,TRIALBY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT.

SECTION15.12.Ratable Payments.If any Purchaser Party, whether by setoff or otherwise, has payment made to it with respect to anySeller Obligations in a greater proportion than that received by any other Purchaser Party entitled to receive a ratable share of such Seller Obligations, such Purchaser Party agrees, promptly upon demand, to purchase for cash without recourse or warranty a portion of such Seller Obligations held by the other Purchaser Parties so

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that after such purchase each Purchaser Party will hold its ratable proportion of such Seller Obligations; providedthat if all or any portion of such excess amount is thereafter recovered from such Purchaser Party, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

SECTION15.13.LimitationofLiability.

(a) No claim may be made by the Seller or any Affiliate thereof or any other Person against any Purchaser Party or their respective Affiliates, members, directors, officers, employees, incorporators, attorneys or agents for anyspecial, indirect, consequential or punitive damages in respect of anyclaim forbreach of contract or anyothertheoryofliabilityarisingout of or related to the transactions contemplated by this Agreement or any other Transaction Document,oranyact,omissionoreventoccurringinconnectionherewithortherewith;andeach of the Seller and the Servicer hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known orsuspected to exist in its favor.None of thePurchaserParties and theirrespectiveAffiliates shall haveanyliabilityto the Seller or anyAffiliate thereof or anyother Person asserting claims on behalf of or in right of the Seller or any Affiliate thereof in connection with or as a result of this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Seller or any Affiliate thereof result from the breach of contract, gross negligence or willful misconduct of such Purchaser Party in performing its duties and obligations hereunder and under the other Transaction Documents to which it is a party.

(b) The obligations of the Administrative Agent and each of the other Purchaser Parties under this Agreement and each of the Transaction Documents are solely the corporateobligationsofsuchPerson.Norecourseshallbehadforanyobligationorclaim arisingoutoforbaseduponthisAgreementoranyotherTransactionDocumentagainstany member, director, officer, employee or incorporator of any such Person.

SECTION15.14.IntentoftheParties.TheSellerhasstructuredthisAgreementwiththe intentionthattheobligationsoftheSellerhereunder(includingtheobligationtoreturnCapitalto the Purchasers and make payments of Yield thereon) will be treated under United States federal, andapplicablestate,localandforeigntaxlawasdebt(the“IntendedTaxTreatment”).The Seller, the Servicer, the AdministrativeAgent and theother Purchaser Parties agree to file no tax return, or take any action, inconsistent with the Intended Tax Treatment unless required bylaw. EachassigneeandeachParticipantacquiringaninterestinanInvestmentorIssuance,byits acceptanceofsuchassignmentorparticipation,agreestocomplywiththeimmediatelypreceding sentence.

SECTION15.15.USA Patriot Act.Each of the Administrative Agent and each of the other Purchaser Parties hereby notifies the Seller and the Servicer that pursuant to the requirementsoftheUSAPATRIOTAct,TitleIIIofPub.L.107-56(signedintolawOctober26, 2001) (the “PATRIOT Act”), the Administrative Agent and the other Purchaser Parties may be required to obtain, verify and record information that identifies the Seller, the Originators, the Servicer and the Performance Guarantors, which information includes the name, address, tax identification number and other information regarding the Seller, the Originators, the Servicer and the Performance Guarantors that will allow the Administrative Agent and the other Purchaser Parties to identify the Seller, the Originators, the Servicer and the Performance Guarantors in accordance

138

with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act.Each of the Seller and the Servicer agrees to provide the Administrative Agent and each other Purchaser Parties, from time to time, with all documentation and other information required bybank regulatoryauthorities under “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act.

SECTION15.16.Right ofSetoff.Each ofthe AdministrativeAgent,eachGroupAgent and each Purchaser isherebyauthorized (in addition to anyother rights it mayhave) at anytime after theoccurrence of the Termination Datedue to theoccurrence and continuation of anEvent of Termination, uponprior writtennoticeto theSeller, toset-off,appropriateandapply(without presentment, demand, protest or other notice which are hereby expressly waived) any deposits and any other indebtedness held or owing by the Administrative Agent, such Group Agent or such Purchaser to, or for the account of, the Seller against the amount of the Seller Obligations owing by the Seller to such Person or to the Administrative Agent or such Group Agent on behalf of such Person (even if contingent or unmatured).

SECTION15.17.Severability.Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION15.18.Mutual Negotiations.This Agreement and the other Transaction Documentsaretheproductofmutualnegotiationsbythepartiestheretoandtheircounsel,andno partyshall be deemed the draftsperson of this Agreement or anyother Transaction Document or any provision hereof or thereof or to have provided the same.Accordingly, in the event of any inconsistency or ambiguity of any provision of this Agreement or any other Transaction Document,suchinconsistencyor ambiguityshall not beinterpreted againstanypartybecauseof such party’s involvement in the drafting thereof.

SECTION15.19.Captions and Cross References.The various captions (including the table of contents) in this Agreement are provided solely for convenience of reference and shall not affect the meaning or interpretation of any provision of this Agreement.Unless otherwise indicated, references in this Agreement to any Section, Schedule or Exhibit are to such Section Schedule or Exhibit to this Agreement, as the case may be, and references in any Section, subsection, or clause to any subsection, clause or subclause are to such subsection, clause or subclause of such Section, subsection or clause.

SECTION15.20.Post-ClosingCovenant.EachoftheSellerandServicershallundertaketocausethesatisfactionanddischargeofthelienagainstAshlandInc.infavoroftheOhio DepartmentofJobandFamilyServicesdescribedinthestatetaxlienfilenumber 201107130086592 filed in Franklin County, Ohio, prior to June 17, 2021 (or such later date asmay be agreed to by the Administrative Agent and the Majority Purchaser Agents).Until such date,theexistenceofsuchlienshallnotconstituteaviolationoftheprovisionsofthisAgreement or the other Transaction Documents.

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INWITNESSWHEREOF,thepartieshavecausedthisAgreementtobeexecutedby their respective officers thereunto dulyauthorized, as of the date first above written.

EXHIBIT A

Formof[InvestmentRequest][LCRequest]

[LetterheadofSeller]

Reference is hereby made to that certain Receivables Purchase Agreement, dated as of March [●], 2021 among CVG Capital III LLC (the “Seller”), Ashland Inc., as Servicer (the “Servicer”), the Purchasers party thereto, the Group Agents party thereto, the LC Banks party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and PNC Capital Markets LLC, as Structuring Agent (as amended, supplemented or otherwise modified from time to time, the “Agreement”).Capitalized terms used in this [Investment Request][LC Request] and not otherwise defined herein shall have the meanings assigned thereto in the Agreement.

[This letter constitutes an Investment Request pursuant to Section 2.02(a)of the Agreement.TheSellerherebyrequestanInvestmentofCapitalintheaggregateamountof [$] to bemadeon[,20] (ofwhich$[] ofCapitalwillbefundedbythePNC Groupand$[]ofCapitalwillbefundedbythe[]Group.SuchCapitalshouldbe deposited to [Account number], at [Name, Address and ABA Number of Bank].After giving effect to such Investment, the Aggregate Capital will be [$].]

[ThisletterconstitutesanLCRequestpursuanttoSection3.02(a)oftheAgreement.The Seller hereby request that [], as the applicable LC Bank issue a Letter of Credit with a face amount of [$]on [, 20].After giving effect to such issuance, the LC Participation Amount will be [$].

TheSellerherebyrepresents and warrants as ofthedatehereof,andaftergivingeffectto such Investment or Issuance, as follows:

(i) the representations and warranties of the Seller and the Servicer contained in Sections 7.01and 7.02of the Agreement are true and correct in all material respectsonandasofthedateofsuchInvestmentorIssuanceasthoughmadeonandasof such date unless such representations and warranties by their terms refer to an earlier date,inwhichcasetheyshallbetrueandcorrectinallmaterialrespectsonandasofsuch earlier date;

Exhibit A-1

(ii) no Event of Termination or Unmatured Event of Termination has occurred and is continuing, and no Event of Termination or Unmatured Event of Termination would result from such Investment or Issuance;

(iii) no Capital Coverage Deficit exists or would exist after giving effect to such Investment or Issuance;

(iv) theAggregateCapitalwillnotexceedtheFacilityLimit;

(v) theTerminationDatehasnotoccurred;

(vi) theMinimumFundingThresholdissatisfied;and

(vii) the Sold Receivables are identified on the Schedule of Sold Receivables attached hereto.

Exhibit A-2

INWITNESSWHEREOF,theundersignedhasexecutedthisletterbyitsdulyauthorized officer as of the date first above written.

Exhibit A-3

EXHIBIT B

FormofReductionNotice

[LETTERHEAD OF SELLER]

Reference is hereby made to that certain Receivables Purchase Agreement, dated as of March [●], 2021 among CVG Capital III LLC (the “Seller”), Ashland Inc., as Servicer (the “Servicer”), the Purchasers party thereto, the Group Agents party thereto, the LC Banks party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and PNC Capital Markets LLC, as Structuring Agent (as amended, supplemented or otherwise modified from time to time, the “Agreement”).CapitalizedtermsusedinthisReductionNoticeandnototherwisedefinedherein shall have the meanings assigned thereto in the Agreement.

This letter constitutes a Reduction Notice pursuant to Section 2.02(d)of the Agreement. The Seller hereby notifies the Administrative Agent and the Purchasers that it shall reduce the outstanding Capital of the Purchasers in the amount of [$] to be made on [, 20_]. After giving effect to such reduction, the Aggregate Capital will be [$].

TheSellerherebyrepresents and warrants as ofthedatehereof,andaftergivingeffectto such reduction, as follows:

(i) the representations and warranties of the Seller and the Servicer contained in Sections7.01and 7.02of the Agreement are true and correct in all material respects on and as of the date of such reduction as though made on and as of such date unlesssuchrepresentationsandwarrantiesbytheirtermsrefertoanearlierdate,inwhich case theyshall be true and correct in all material respects on and as of such earlier date;

(ii) no Event of Termination or Unmatured Event of Termination has occurred and is continuing, and no Event of Termination or Unmatured Event of Termination would result from such reduction;

(iii) no Capital Coverage Deficit exists or would exist after giving effect to such reduction;

(iv) theMinimumFundingThresholdissatisfied;and

(v) theTerminationDatehasnotoccurred.

Exhibit B-1

INWITNESSWHEREOF,theundersignedhasexecutedthisletterbyitsdulyauthorized officer as of the date first above written.

Exhibit B-2

EXHIBIT C

[FormofAssignmentandAcceptanceAgreement]

EffectiveDateofthisAssignmentandAcceptanceAgreement:[]

Upon execution and delivery of this Assignment and Acceptance Agreement by the assignee and the assignor and the satisfaction of the other conditions to assignment specified in Section15.03(b)oftheAgreement(asdefinedbelow),fromandaftertheeffectivedatespecified above, the assignee shall become a party to, and, to the extent of the rights and obligations thereunder being assigned to it pursuant to this Assignment and Acceptance Agreement, shall have the rights and obligations of a Committed Purchaser under that certain Receivables Purchase Agreement, dated as of March [●], 2021 among CVG Capital III LLC (the “Seller”), Ashland Inc., as Servicer (the “Servicer”), the Purchasers party thereto, the Group Agents party thereto, the LC Banks party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and PNC Capital Markets LLC, as Structuring Agent (as amended, supplemented or otherwise modified from time to time, the “Agreement”).

(SignaturePagesFollow)

Exhibit C-1

Exhibit C-2

EXHIBIT D

[Form of Assumption Agreement]

THIS ASSUMPTION AGREEMENT (this “Agreement”), dated as of [, ], is among (the “Seller”), [], as conduit purchaser (the “[]Conduit Purchaser”), [], as the Related Committed Purchaser (the “[] Committed Purchaser” and together with the Conduit Purchaser, the “[]Purchasers”), and [], as group agent for the [] Purchasers (the “[]Group Agent” and together with the [] Purchasers, the “[]Group”).

BACKGROUND

The Seller and various others are parties to a certain Receivables Purchase Agreement, dated as of March [●], 2021 among CVG Capital III LLC (the “Seller”), Ashland Inc., as Servicer (the “Servicer”), the Purchasers party thereto, the Group Agents party thereto, the LC Banks party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and PNC Capital Markets LLC, as Structuring Agent (as amended through the date hereof and as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”). Capitalized terms used and not otherwise defined herein have the respective meaning assigned to such terms in the Receivables Purchase Agreement.

NOW, THEREFORE, the parties hereto hereby agree as follows:

SECTION 1. This letter constitutes an Assumption Agreement pursuant to Section 15.03(i)of the Receivables Purchase Agreement. The Seller desires [the [] Purchasers] [the [] Committed Purchaser] to [become a Group] [increase its existing Commitment] under the Receivables Purchase Agreement, and upon the terms and subject to the conditions set forth in the Receivables Purchase Agreement, the [[] Purchasers] [[] Committed Purchaser] agree[s] to [become Purchasers within a Group thereunder] [increase its Commitment to the amount set forth as its “Commitment” under the signature of such [] Committed Purchaser hereto].

The Seller hereby represents and warrants to the [] Purchasers and the [] Group Agent as of the date hereof, as follows:

(i) the representations and warranties of the Seller contained in Section 7.01of the Receivables Purchase Agreement are true and correct on and as of such date as though made on and as of such date;

(ii) no Event of Termination or Unmatured Event of Termination has occurred and is continuing, or would result from the assumption contemplated hereby; and

(iii) the Termination Date shall not have occurred.

Exhibit D-1

SECTION 2. Upon execution and delivery of this Agreement by the Seller and each member of the [______] Group, satisfaction of the other conditions with respect to the addition of a Group specified in Section 15.03(i) of the Receivables Purchase Agreement (including the written consent of the Administrative Agent and the Majority Group Agents) and receipt by the Administrative Agent of counterparts of this Agreement (whether by facsimile or otherwise) executed by each of the parties hereto, [the [_____] Purchasers shall become a party to, and have the rights and obligations of Purchasers under, the Receivables Purchase Agreement and the “Commitment” with respect to the Committed Purchasers in such Group as shall be as set forth under the signature of each such Committed Purchaser hereto] [the [______] Committed Purchaser shall increase its Commitment to the amount set forth as the “Commitment” under the signature of the [______] Committed Purchaser hereto].

SECTION 3. Each party hereto hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing commercial paper notes or other senior indebtedness issued by such Conduit Purchaser is paid in full. The covenant contained in this paragraph shall survive any termination of the Receivables Purchase Agreement.

SECTION 4. THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF). This Agreement may not be amended or supplemented except pursuant to a writing signed be each of the parties hereto and may not be waived except pursuant to a writing signed by the party to be charged. This Agreement may be executed in counterparts, and by the different parties on different counterparts, each of which shall constitute an original, but all together shall constitute one and the same agreement.

(Signature Pages Follow)

Exhibit D-2

INWITNESSWHEREOF,thepartiesheretohaveexecutedthisAgreementbytheirduly authorized officers as of the date first above written.

Exhibit D-3

Exhibit D-4

EXHIBIT E

FormsofLetterofCreditApplications

Exhibit E-1

EXHIBIT F

CreditandCollectionPolicy

(Attached)

Exhibit F-1

EXHIBIT G

FormofInformationPackage

(Attached)

Exhibit G-1

EXHIBIT H

FormofComplianceCertificate

To:PNCBank,NationalAssociation,asAdministrativeAgent

This Compliance Certificate is furnished pursuant to that certain Receivables Purchase Agreement, dated as of March [●], 2021 among CVG Capital III LLC (the “Seller”), Ashland Inc., as Servicer (the “Servicer”), the Purchasers party thereto, the Group Agents party thereto, the LC Banks partythereto, the LC Participants partythereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and PNC Capital MarketsLLC,asStructuringAgent(asamended,supplementedorotherwisemodifiedfromtime to time, the “Agreement”).Capitalized terms used herein and not otherwisedefined herein shall have the meanings assigned to them in the Agreement.

THEUNDERSIGNEDHEREBYCERTIFIESTHAT:

1. Iam the dulyelected oftheServicer.

2. I have reviewed the terms of the Agreement and each of the other Transaction Documentsand Ihavemade,orhavecausedtobemadeundermysupervision,adetailedreview of the transactions and condition of the Seller during the accounting period covered by the attached financial statements.

3. The examinations described in paragraph 2above did not disclose, and I have no knowledge of, the existence of anycondition or event which constitutes an Event of Termination or an Unmatured Event of Termination, as each such term is defined under the Agreement, duringorattheendoftheaccountingperiodcoveredbytheattachedfinancialstatementsorasof the date of this Certificate[, except as set forth in paragraph 5below].

4. Schedule Iattached hereto sets forth financial statements of the Parent and its Subsidiaries for the period referenced on such Schedule I.

[5.Described below are the exceptions, if any, to paragraph 3 above by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which Seller has taken, is taking, or proposes to take with respect to each such condition or event:]

Exhibit H-1

Theforegoingcertificationsaremadeanddeliveredthisday of , 20 .

Exhibit H-2

SCHEDULEITOCOMPLIANCECERTIFICATE

A. Schedule of Compliance as of , 20 with Section 8.02([t]) of the Agreement.Unless otherwise defined herein, the terms used in thisCompliance Certificate have the meanings ascribed thereto in the Agreement.

Thisschedulerelatestothemonthended:.

B. The following financial statements of the Parent and its Subsidiaries for the period ending on , 20 , are attached hereto:

Exhibit H-3

EXHIBIT I

ClosingMemorandum

(Attached)

Exhibit I-1

EXHIBIT J

FormofWeeklyReport

Exhibit J-1

EXHIBIT K

Special Obligors

AsoftheClosingDate:None

Exhibit K-1

EXHIBIT L

FormofSupplementtoScheduleIVoftheSaleAgreement

[] [], 20[]

Reference is hereby made to that certain Receivables Purchase Agreement, dated as of March [●], 2021 among CVG Capital III LLC (the “Seller”), Ashland Inc., as Servicer (the “Servicer”), the Purchasers party thereto, the Group Agents party thereto, the LC Banks party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and PNC Capital Markets LLC, as Structuring Agent (as further amended, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”).Capitalized terms used but not otherwise defined herein have the respective meaning assigned thereto in the Receivables Purchase Agreement.

1. Requested Supplement to Schedule IV.The Originators hereby request that the Seller, the Administrative Agent and the Group Agents agree to supplement Schedule Vof the Receivables Purchase Agreement effective as of [] [], 20[] (the “Effective Date”) byaddingthefollowingtheretoforpurposesoftheReceivablesPurchaseAgreement’sdefinition of “Excluded Receivable”:

Effective on the Effective Date upon (and only upon) the execution and delivery of this letter agreement (this “Supplement”) by the Seller, the Administrative Agent and each Group Agent (each, in its sole discretion), Schedule Vto the ReceivablesPurchase Agreementshall be amended to include the foregoing Obligor and additional criteria with respect to its Receivables. In the event that this Supplement is not executed by the Seller, the Administrative Agent and each Group Agent by the date that is five (5) Business Days following the date first written above, the request set forth herein shall terminate and Schedule Vto the Sale Agreement shall not be amended or supplemented hereby.

For the avoidance of doubt, the parties hereto acknowledge and agree that no Excluded Receivable described herein shall be sold, contributed or otherwise transferred to the Seller under the Purchase and Sale Agreement on or after the Effective Date,but thesale, contribution and any other transfer to the Seller under the Purchase and Sale Agreement of any such Receivable prior to the Effective Date is hereby ratified and confirmed.

2. RepresentationsandWarranties.EachOriginatorand,byexecutingacounterpart hereto, the Seller, herebyrepresents and warrants, as to itself, that this Supplement constitutes a

1AdjustthisdescriptionasnecessarytodescribedthespecificReceivablestobeincludedin“Excluded Receivables”.

Exhibit L-1

legal, valid and binding obligation of such Person, enforceable against it in accordance with its terms.

3. References to Receivables Purchase Agreement.Upon the effectiveness of this Supplement, each reference in the Receivables Purchase Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import shall mean and be a reference to the Receivables Purchase Agreement as amended hereby, and each reference to the Receivables Purchase Agreement in anyother document, instrument or agreement executed and/or delivered in connection with the Sale Agreement shall mean and be a reference to the Receivables Purchase Agreement as amended hereby.

4. Effect on Sale Agreement.Except as specifically amended above, the ReceivablesPurchaseAgreementandallotherdocuments,instrumentsandagreementsexecuted and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.

5. Severability.Each provision of this Supplement shall be severable from every otherprovision ofthisSupplement forthepurposeofdeterminingthelegalenforceabilityofany provision hereof, and the unenforceability of any provision hereof, and the unenforceability of one or more provisions of this Supplement in one jurisdiction shall not have the effect of rendering such provision or provisions unenforceable in any other jurisdiction.

6. No Waiver.The execution, delivery and effectiveness of this Supplement shall not operate as a waiver of any right, power or remedy of the Seller, the Administrative Agent, any Group Agent or any Purchaser under the Receivables Purchase Agreement or any other document, instrument or agreement executedin connectiontherewith,nor constitute a waiverof any provision contained therein, except as specifically set forth herein.

7. Governing Law.This Supplement, including the rights and duties of the parties hereto, shall be governed by, and construed in accordance with, the internal laws of the State of NewYork(withoutreferencetotheconflictsoflawprinciplesthereofotherthanSection5-1401 of the New York General Obligations Law).

8. Successors and Assigns.This Supplement shall bebinding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

9. Headings.The Section headings in this Supplement areinserted for convenience of reference only and shall not affect the meaning or interpretation of this Supplement or any provision hereof.

10. Counterparts.This Supplementmay be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement.Delivery of an executed counterpart of a signature page to this Supplement by facsimile or e-mail transmission shall be effective as delivery of a manually executed counterpart hereof.

[Signaturepagesfollow]

Exhibit L-2

Exhibit L-3

Exhibit L-4

SCHEDULE I

Commitments

Schedule I-1

SCHEDULE II

Lock-Boxes,CollectionAccountsandCollectionAccountBanks

Schedule II-1

SCHEDULE III

NoticeAddresses

(A) inthecaseoftheSeller,atthefollowingaddress:

(B) inthecaseoftheServicer,atthefollowingaddress:

(C) inthecaseofPNC,atthefollowingaddress:

(D) in the case of any other Person, at the address for such Person specified in the other Transaction Documents; in each case, or at such other address as shall be designated by such Person in a written notice to the other parties to this Agreement.

Schedule III-1

SCHEDULE IV

Initial Schedule of Sold Receivables

OnFilewiththeAdministrativeAgentandServicer.

Schedule IV-1

SCHEDULE V

ExcludedReceivables

AsoftheClosingDate:None.

Schedule V-1