Exhibit 10.1

EXECUTIONVERSION

NOTE: In accordance with Item 601(a)(5) of Regulation S-K, this exhibit omits certain of its schedules and exhibits. This exhibit's table of contents includes a brief description of the subject matter of all of its schedules and exhibits, including the omitted schedules and exhibits. The Registrant acknowledges that it must provide a copy of any omitted schedules or exhibits to the Securities and Exchange Commission or its staff upon request.

Dated 24 September 2026

(1)

ASHLANDINTERNATIONALRECEIVABLES DESIGNATEDACTIVITYCOMPANYasSeller

(2)

ASHLANDINC.asPerformanceGuarantor

(3)

ASHLANDINDUSTRIESFRANCESASasFrench OriginatorandFrenchSub-Servicer

(4)

ASHLANDINDUSTRIESDEUTSCHLANDGMBHas GermanOriginator,GermanSub-Servicerand Subordinated Lender

(5)

ASHLANDINDUSTRIESITALIAS.R.LasItalian OriginatorandItalian Sub-Servicer

(6)

ASHLANDSPECIALTYCHEMICAL(SINGAPORE) PTE.LTDasSingaporeanOriginatorandSingaporean Sub-Servicer

(7)

ASHLANDSPECIALTIESHISPANIA,S.L.U.as SpanishOriginatorandSpanishSub-Servicer

(8)

ASHLANDINDUSTRIESEUROPEGMBHasSwiss OriginatorandSwissSub-Servicer

(9)

ASHLANDSPECIALTIESUKLIMITEDasUK OriginatorandUK Sub-Servicer

(10)

ASHLANDSPECIALTIESIRELANDLIMITEDas IrishOriginator,Servicerand Parent

(11)

BANKOFAMERICA,N.A.asAdministrativeAgentand Structuring Agent

(12)

BANKOFAMERICAEUROPEDACasCommitted Purchaser

(13)

INGBELIGUMSA/NVasINGGroup Agent

(14)

MONTBLANCCAPITALCORPasCommitted Purchaser

DEEDOFAMENDMENTANDRESTATEMENT

ii

THIS DEED OF AMENDMENT AND RESTATEMENTis dated 24 September 2026 and made between:

(1)

ASHLANDINTERNATIONALRECEIVABLESDESIGNATEDACTIVITY COMPANY, a designated activity company incorporated in Ireland with company number 745736, whose registered office is at Ground Floor, Two Dockland Central, Guild Street, North Dock, Dublin 1, D01 K2C5, Ireland, as Seller (together with its successors and assigns, the “Seller”);

(2)

ASHLANDINC.asPerformanceGuarantor(“Ashland”);

(3)

ASHLAND INDUSTRIES FRANCE SAS as French Originator and French Sub-Servicer;

(4)

ASHLANDINDUSTRIESDEUTSCHLANDGMBHasGermanOriginator, GermanSub-Servicer and Subordinated Lender;

(5)

ASHLAND INDUSTRIES ITALIA S.R.L as Italian Originator and Italian Sub-Servicer;

(6)

ASHLANDSPECIALTYCHEMICAL(SINGAPORE)PTE.LTDasSingaporean Originatorand Singaporean Sub-Servicer;

(7)

ASHLAND SPECIALTIES HISPANIA, S.L.U. as Spanish Originator and Spanish Sub-Servicer;

(8)

ASHLAND INDUSTRIES EUROPE GMBH as Swiss Originator and Swiss Sub-Servicer;

(9)

ASHLANDSPECIALTIESUKLIMITEDasUKOriginatorandUKSub-Servicer;

(10)

ASHLAND SPECIALTIES IRELAND LIMITED as initial Servicer (in such capacity,togetherwithitssuccessorsandassignsinsuchcapacity,the“Servicer”)Irish Originator and Parent;

(11)

BANKOFAMERICA,N.A.asAdministrativeAgentandStructuringAgent;

(12)

BANK OF AMERICA EUROPE DAC, as Committed Purchaser (and together with Bank of America, N.A. (“Bank of America”);

(13)

INGBELGIUMSA/NVasINGGroupAgent;and

(14)

MONTBLANCCAPITALCORPasCommittedPurchaser,

BACKGROUND:

(A)

In the context of a receivables securitisation programme, certain of the Parties hereto entered into a master framework agreement deed dated 19 October 2023 (the “MasterFrameworkAgreement”)andenteredintoaReceivablesPurchaseAgreementdated19 October 2023 (the “Receivables Purchase Agreement”).

1

(B)

Bank of America, N.A. has agreed to assign, transfer and delegate all of its rights, interestsandobligationsasCommittedPurchaserundertheTransactionDocumentsto BankofAmericaEuropeDACandBankofAmericaEuropeDAChasagreedtoaccept such appointment and assume all such rights and obligations upon the Effective Date. Inordertoeffectsuchamendment,alongwithothertechnicalamendmentstotheterms and conditions of the Transaction Documents, the Parties hereto have agreed to:

(a)

makecertainamendmentstotheMasterFrameworkAgreement;and

(b)

makecertainamendmentstotheReceivablesPurchaseAgreement.

(C)

ThisDeedisintendedtotakeeffectasadeednotwithstandingthataPartymayexecute it only under hand.

THISDEEDWITNESSESthat:

1.

DEFINITIONSANDINTERPRETATION

1.1.

Definitions

InthisDeed:

"Amended Documents" means the Amended and Restated Master Framework Agreement and the Amended and Restated Receivables Purchase Agreement.

"EffectiveDate"meansthedateofthisDeed.

"Parties"meansthepartiestothisDeed.

1.2.

TermsdefinedintheAmendedAgreement

Terms defined in the Amended Documents but not in this Deed shall have the same meaning in this Deed as in the Amended Documents.

1.3.

Construction

(a) Schedule 1 (Construction) of the Master Framework Agreement shall apply as if set out in full again here, with such changes as are appropriate to fit this context.

(b) If there is a conflict between the definitions in the Master Framework Agreement and this Deed, the definitions in this Deed shall prevail.

(c) This Deed is the Deed of Amendment and Restatement as referred to in the Master Framework Agreement.

2.

CONDITIONSPRECEDENT

The provisions of this Deed expressed to take effect from the Effective Date shall not come into effect until the Administrative Agent confirms that it has received all of the documentsandotheritemslistedinSchedule3(Conditionsprecedent)informandsubstance satisfactory to it.The Agent shall notify the other Parties promptly upon being so satisfied.

2

3.

AMENDMENTANDRESTATEMENT

3.1.

PartiestotheMasterFrameworkAgreement

Each of the Parties to the Master Framework Agreement hereby agree that the Master FrameworkAgreementshallbeamendedandrestatedintheformattachedasSchedule 1 (Amended and Restated Master Framework Agreement) which shall be binding on such Parties with effect from the Effective Date.

3.2.

PartiestotheReceivablesPurchaseAgreement

Each of the Parties to the Receivables Purchase Agreement hereby agree that the ReceivablesPurchaseAgreementshallbeamendedandrestatedintheformattachedas Schedule 2 (Amended and Restated Receivables Purchase Agreement) which shall be binding on such Parties with effect from the Effective Date.

3.3.

Consents

EachofthePartiesherebyconsent(totheextent,ifany,thatsuchconsentisormaybe required pursuant to any of the Transaction Documents) to the terms of this Deed and totheexecution,deliveryandperformanceofthisDeedandtheTransactionDocuments by the other Parties thereto.

4.

CONFIRMATIONS

4.1.

ConfirmationofnoEventofTermination

Each of the Parties to the Receivables Purchase Agreement confirm on the Effetive Date,ineachcasebyreferencetothefactsandcircumstancessubsistingonsuchdates, that no Event of Termination (as defined in the Receivables Purchase Agreement) has occurred and is continuing on such date or would occur after giving effect to the transactions contemplated to occur on such date except for the Specified Default and theAnticipatedDefaultsetoutintheLimitedWaiverandasthesamewerewaivedby the Administrative Agent and the ING Group Agent pursuant to the Limited Waiver.

4.2.

Guarantee confirmations

TheSeller:

(a)

confirms for the benefit of the Purchasers, the Administrative Agent and theother Secured Parties that:

(i)

the Guaranteed Obligations under Section 10.01 (Guarantee of Payment)oftheReceivablesPurchaseAgreementarenotdischargedor otherwise affected by those amendments or the other provisions of this Deed and shall accordingly continue in full force and effect; and

(ii)

the Guaranteed Obligations shall after the Effective Date extend to the obligations of the Seller under the Amended Documents; and

3

4.3.

PerformanceGuaranty

The Parties agree that the provisions of the Performance Guaranty shall remain in full force and effect and the Performance Guarantor hereby ratifies and affirms the Performance Guarantee and acknowledges that the Performance Guarantee has continued and shall continue in full force and effect in accordance with its terms.

4.4.

Further assurance

The provisions of the Master Framework Agreement and the Receivables Purchase Agreement,asamendedandrestatedbythisDeed,shallcontinueinfullforceandeffect and each of the Parties agrees to perform (or procure the performance of) all further actsandthings,andexecuteanddeliver(orprocuretheexecutionanddeliveryof)such further documents, as may be required by law or as may be necessary or desirable to give effect to the amendments effected pursuant to this Deed.

5.

REPRESENTATIONS

5.1.

SellerRepresentationsandWarranties

Each of the Sellers make the Seller Representations and Warranties as set out in Schedule3,Part1(SellerRepresentationsandWarranties)totheReceivablesPurchase AgreementontheEffectivedate,byreferencestothefactsandcircumstancessubsisting on that date, asif such representationsand warrantieswereset out in fullin thisDeed.

5.2.

Representations and Warranties of the Servicer and Ashland Sub-Servicers

Each of the Servicer and Ashland Sub-Servicers make the Representations and Warranties of the Servicer and Ashland Sub-Servicers as set out in Schedule 3, Part 2 (Representations and Warranties of the Servicer and Ashland Sub-Servicers) to the Receivables Purchase Agreement on the Effective date, by references to the facts and circumstancessubsistingonthatdate,asifsuchrepresentationsandwarrantieswereset out in full in this Deed.

5.3.

Representations and Warranties of the Performance Guarantor

The Performance Guarantor makes the Representations and Warranties of the Performance Guarantor as set out in Schedule 3, Part 3 (Representations and WarrantiesofthePerformanceGuarantor)totheReceivablesPurchaseAgreementon theEffectivedate,byreferencestothefactsandcircumstancessubsistingonthatdate, as if such representations and warranties were set out in full in this Deed.

5.4.

Representations and Warranties of the Originators

EachoftheOriginatorsmaketheRepresentationsandWarrantiesoftheOriginatorsas setoutinSchedule3,Part4(RepresentationsandWarrantiesoftheOriginators)tothe Receivables Purchase Agreement on the Effective date, by references to the facts and circumstancessubsistingonthatdate,asifsuchrepresentationsandwarrantieswereset out in full in this Deed.

4

6.

RELATIONSHIPWITHOTHERFINANCEDOCUMENTS

6.1.

Status

The Parties agree that this Deed shall be a Transaction Document for the purposes of the Master Framework Agreement (as amended by this Deed).

7.

LAWANDJURISDICTION

7.1.

Governing law

This Deed and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law.

7.2.

Jurisdiction

(a)

The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Deed (including a dispute relating to the existence,validityorterminationofthisDeedoranynon-contractualobligation arising out of or in connection with this Deed) (a "Dispute").

(b)

The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

(c)

This Clause 7.2 is for the benefit of the Secured Parties only.As a result, no SecuredPartyshallbepreventedfromtakingproceedingsrelatingtoaDispute inanyothercourtswithjurisdiction.Totheextentallowedbylaw,theSecured Parties may take concurrent proceedings in any number of jurisdictions.

8.

BAIL-INRECOGNITION

Each of the parties hereto acknowledges and agrees that schedule 7 (Bail-in Recognition Provisions) of the Master Framework Agreement shall bind each of them as if set out in full herein mutatis mutandis.

EXECUTION:

ThePartieshaveshowntheiracceptanceofthetermsofthisDeedbyexecutingitattheendof the Schedules.

5

SCHEDULE 1

AMENDEDANDRESTATEDMASTERFRAMEWORKAGREEMENT

EXECUTIONVERSION

Originallydated19October2023andamendedandrestated on 24 September 2026

(1) ASHLANDINTERNATIONALRECEIVABLES DESIGNATEDACTIVITYCOMPANYasSeller

(2) ASHLANDINC.asPerformanceGuarantor

(3) ASHLANDINDUSTRIESFRANCESASas FrenchOriginator and French Sub-Servicer

(4) ASHLANDINDUSTRIESDEUTSCHLAND GMBHasGermanOriginator,GermanSub-Servicer and Subordinated Lender

(5) ASHLANDINDUSTRIESITALIAS.R.LasItalian Originatorand Italian Sub-Servicer

(6) ASHLANDSPECIALTYCHEMICAL (SINGAPORE)PTE.LTDasSingaporean Originator and Singaporean Sub-Servicer

(7) ASHLANDSPECIALTIESHISPANIA,S.L.U.as SpanishOriginator andSpanish Sub-Servicer

(8) ASHLANDINDUSTRIESEUROPEGMBHas SwissOriginatorandSwissSub-Servicer

(9) ASHLANDSPECIALTIESUKLIMITEDasUK Originatorand UKSub-Servicer

(10) ASHLANDSPECIALTIESIRELANDLIMITED asIrish Originator,Servicer and Parent

(11) BANKOFAMERICA,N.A.asAdministrative Agent and Structuring Agent

(12) BANKOFAMERICAEUROPEDESIGNATED ACTIVITYCOMPANYasCommittedPurchaser

(13) INGBELGIUMSA/NVasINGGroupAgent

(14) MONTBLANCCAPITALCORPasCommitted Purchaser

AMENDED AND RESTATED

MASTERFRAMEWORKAGREEMENT

6

CONTENTS

i

ThisAMENDEDANDRESTATEDMASTERFRAMEWORKAGREEMENT(this

“Agreement”)wasmadeon19October2023andisamendedandrestatedon 24 September 2026 by and among the following parties:

(i) ASHLANDINTERNATIONAL RECEIVABLES DESIGNATED ACTIVITY COMPANY, a designated activity company incorporated in Ireland with company number 745736, whose registered office is at Ground Floor, Two Dockland Central, Guild Street, North Dock, Dublin 1, D01 K2C5, Ireland, as Seller (together with its successors and assigns, the “Seller”);

(ii) ASHLANDINC.asPerformanceGuarantor(“Ashland”);

(iii) ASHLAND INDUSTRIES FRANCE SAS as French Originator and French Sub-Servicer;

(iv) ASHLANDINDUSTRIESDEUTSCHLANDGMBHasGerman Originator,German Sub-Servicerand Subordinated Lender;

(v) ASHLAND INDUSTRIES ITALIA S.R.L as Italian Originator and Italian Sub-Servicer;

(vi) ASHLANDSPECIALTYCHEMICAL(SINGAPORE)PTE.LTDas SingaporeanOriginatorandSingaporeanSub-Servicer;

(vii) ASHLAND SPECIALTIES HISPANIA, S.L.U. as Spanish Originator and Spanish Sub-Servicer;

(viii) ASHLAND INDUSTRIES EUROPE GMBH as Swiss Originator and Swiss Sub-Servicer;

(ix) ASHLAND SPECIALTIES UK LIMITED as UK Originator and UK Sub-Servicer;

(x) ASHLANDSPECIALTIESIRELANDLIMITEDasinitialServicer(in suchcapacity,togetherwithitssuccessorsandassignsinsuchcapacity,the“Servicer”) Irish Originator and Parent;

(xi) BANK OF AMERICA, N.A. (“Bank of America”), as Administrative Agent and Structuring Agent.

(xii) BANK OF AMERICA EUROPE DAC, as Committed Purchaser (“Bank of America Europe”);

(xiii) INGBELGIUMSA/NVasINGGroupAgent;and

(xiv) MONTBLANCCAPITALCORPasCommittedPurchaser, (each a "Party", and together the "Parties").

2

INTRODUCTION:

(A)

The Seller has acquired, and will acquire from time to time, Receivables from the Originator(s)pursuanttothePurchaseandSaleAgreements.TheSellerdesirestosell certain of the Receivables to the Purchasers pursuant to the Receivables Purchase Agreement.TheSellerisaspecialpurposecompanywhollyownedbytheParentwhose primary activities are restricted in its constitution.

(B)

ThePartieshaveagreedtoenterintotheTransactionDocuments,pursuanttowhichthe Master Definitions Schedule as set out in Schedule 1 (Master Definitions Schedule) to thisMasterFrameworkAgreement,theCommonTermsandotherprovisionssetoutin this Master Framework Agreement shall apply to and be incorporated into all or some of the Transaction Documents, as set out in each of such Transaction Documents, as provided in this Master Framework Agreement.

THEPARTIESAGREEASFOLLOWS:

1. Interpretation

(a) Unlessotherwisedefinedhereinorthecontextrequiresotherwise,words and expressions used in this Master Framework Agreement have the meanings and constructions ascribed to them in the Master Definitions Schedule as set out in Schedule 1 (Master Definitions Schedule) to this Master Framework Agreement.

(b) Subject to clause 1(c) below, where any person which is a party to a TransactionDocumentactsinmorethanonecapacity,theprovisionsofthisMasterFramework Agreementshallapply tosuchperson as thoughitwereaseparatepartyineachsuch capacity exceptinsofarastheymayrequiresuchpersoninonecapacitytogiveanynoticeorinformation to itself in another capacity.

(c) Theagreements,representationsandwarrantiescontainedinthisMaster Framework Agreement made or given by any party to this Master Framework Agreement in an express capacity under a Transaction Document shall be deemed to be the agreements, representations and warranties of that party solely in such capacity for so long as that party continues to act in each such capacity under that Transaction Document (as applicable).

2. Common Terms

(a) TheCommonTermsshallapplytothisMasterFrameworkAgreement.

(b) If a provision of any Transaction Document (not including a provision relating to VAT) is inconsistent with a provision in this Master Framework Agreement, the provisionsoftheTransactionDocument(asapplicable)shallprevail.Ifaprovisionrelatingto VATofanyTransactionDocumentisinconsistentwithaprovisionofthisMasterFramework Agreement, the provisions of this Master Framework Agreement shall prevail.

ThisMasterFrameworkAgreementhasbeenexecutedbytheParties.

3

3. ItalianTransparency Provisions

ForthepurposesofthetransparencyprovisionssetforthintheCICRResolution of 4 March 2003, as amended from time to time, and in the “Disposizioni sulla trasparenzadelleoperazioniedeiservizibancariefinanziari.Correttezzadellerelazioni tra intermediari e client” issued by the Bank of Italy and as amended fromtime to time, each Party hereby acknowledges and confirms that:

(a) it has appointed and has been assisted by its respective legal counsel in connection with the negotiation, preparation and execution of this Agreement; and

(b) this Agreement and all of its terms and conditions, including the Schedules hereto, have been specifically negotiated (oggetto di trattativa individuale) between the Parties.IN WITNESS WHEREOF the parties hereto have executed this Master Framework Agreement on the day and year first before written.

EXECUTION:

ThepartieshaveshowntheiracceptanceofthetermsofthisAgreementbyexecutingit as a deed after the Schedules.

4

SCHEDULE 1

MASTERDEFINITIONSSCHEDULE

Except where the context otherwise requires, the following defined terms used in the Transaction Documents, have the meanings set out below (as the same may be amended and supplemented from time to time):

“2026 Deemed Defaulted Receivable” means a Receivable which is deemed to have become a Deemed Defaulted Receivable during the Fiscal Months ended 31 December 2025 and 31 January 2026.

“2026FeeLetter”meanstheamendedandrestatedfeelettertotheSellerfromBankof America,N.A.asAdministrativeAgentandStructuringAgent,BankofAmericaEuropeDAC asCommittedPurchaserINGBelgiumSA/NVasGroupAgentforINGGroupandMontBlanc CapitalCorpasCommittedPurchaseroriginallydated12March2026andasamendedandrestatedon24September 2026.

“Adjusted Eligible Receivables Balance” means, at any time of determination:(a) the aggregateOutstandingBalanceofallEligibleReceivablesthenintheReceivablesPool,minus (b)the OffsetPayablesReduction Amount.

“Administrative Agent” means Bank of America, in its capacity as contractual representative for the Purchaser Parties, and any successor thereto in such capacity appointed pursuant to Section 8.09 of the Receivables Purchase Agreement.

“AdverseClaim”meansanyownershipinterestorclaim,mortgage,deedordeclaration oftrust,pledge,lien,securityinterest,hypothecation,chargeorotherencumbranceorsecurity arrangement of any nature whatsoever, whether voluntarily or involuntarily given, 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 any of the foregoing (whether or not a lien or other encumbrance is created or exists at the time of the filing); it being understood that any of the foregoing (i) in favour of, or assigned to, the Administrative Agent (for the benefit of the Secured Parties) or (ii) in favour of a Collection Account Bank pursuant to the terms of a Security Document shall not constitute an Adverse Claim.

“Advisors” has the meaning set forth in Section 11.06(c) of the Receivables Purchase Agreement.

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

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

“Affiliate” means, as to any Person: (a) any other Person that, directly or indirectly, is in control of, is controlled by or is under common control with such Person or (b) who is a directororofficer:(i)ofsuchPersonor(ii)ofanyPersondescribedinclause(a),exceptthat, in the case of each Conduit Purchaser, Affiliate shall mean the holder(s) of its Capital Stock. Forpurposesofthisdefinition,controlofaPersonshallmeanthepower,directorindirect:(x) tovote25%ormoreofthesecuritieshavingordinaryvotingpowerforthe

5

electionofdirectors 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 by ownership of securities, contract, proxy or otherwise.

“Agreed Currency” means Euros or any Alternative Currency, as applicable.

“AgreementCurrency”hasthemeaningspecifiedinSection11.18oftheReceivables Purchase Agreement.

“Aggregate Capital” means, at any time of determination, the Euro Equivalent of the aggregate outstanding Capital of all Purchasers at such time.

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

“Agreement” has the meaning set forth in the preambleto this Agreement.

“AlternativeCurrency”meanseachofthefollowingcurrencies:SterlingandDollars, togetherwitheachothercurrency(otherthanEuro)thatisapprovedinaccordancewithSection 1.05oftheReceivablesPurchaseAgreement;providedthatforeachAlternativeCurrency,such requested currency is an Eligible Currency.

“Alternative Currency Equivalent” means, at any time, with respect to any amount denominatedinEuro,theequivalentamountthereofintheapplicableAlternativeCurrencyas determined by the Servicer, as the case may be, by reference to Bloomberg (or such other publicly available service for displaying exchange rates), to be the exchange rate for the purchaseofsuchAlternativeCurrencywithEuroatapproximately5:00p.m.(Londontime)on thedatetwo(2)BusinessDayspriortothedateasofwhichtheforeignexchangecomputation is made; provided, however, that if no such rate is available, the “Alternative Currency Equivalent” shall be determined by the Servicer, as the case may be, using any reasonable method of determination agreed with the Administrative Agent.

“AmendedandRestatedMasterFrameworkAgreement”meansthisDeed.

“AmendedandRestatedReceivablesPurchaseAgreement”meansamendedandrestated Receivables Purchase Agreement dated on or about the Effective Date.

“Anticipated Default” has the meaning given to that term in the Limited Waiver.

“Anti-CorruptionLaw”meanstheUnitedStatesForeignCorruptPracticesActof1977, theUKBriberyAct2010,andanyotherapplicableanti-corruptionlegislationinotherjurisdictions.

“Applicable Authority” means (a) with respect to SOFR, the SOFR Administrator or any Governmental Authority having jurisdiction over the Administrative Agent or the SOFR AdministratorwithrespecttoitspublicationofSOFR,ineachcaseactinginsuchcapacityand (b)withrespecttoEURIBORoranyAlternativeCurrency(otherthanDollars),theapplicable administrator for the Relevant Rate for EURIBOR or such Alternative Currency (other than Dollars) or any Governmental Authority having jurisdiction over the Administrative Agent or suchadministratorwithrespecttoitspublicationoftheapplicableRelevantRate,ineachcase acting in such capacity.

6

“Anti-Terrorism Laws” means any Applicable Law in force or hereinafter enacted related to terrorism, money laundering or economic sanctions, including Executive Order No. 13224,theUSAPATRIOTAct,theInternationalEmergencyEconomicPowersAct,50U.S.C. 1701,et.seq.,theTradingwiththeEnemyAct,50U.S.C.App.1,et.seq.,18U.S.C.§2332d, and 18 U.S.C. § 2339B and any regulations or directives promulgated under these provisions.

“ApplicableLaw”means,withrespecttoanyPerson,(x)allprovisionsoflaw,statute, treaty, constitution, rule, regulation, ordinance, requirement, restriction, permit, executive order,certificate,decision,directiveororderofanyGovernmentalAuthorityapplicabletosuch Person or any of its property and (y) all judgments, injunctions, orders, writs, decrees and awardsofallcourtsandarbitratorsinproceedingsoractionsinwhichsuchPersonisapartyor bywhichanyofitspropertyisbound.Fortheavoidanceofdoubt,FATCAshallconstitutean “Applicable Law” for all purposes of this Agreement.

“Ashland”is definedin the Preamble.

“Ashland Credit Agreement” means the amended and restated credit agreement, dated asofJuly22,2022(asfurtheramendedand/orrestatedfromtimetotime),amongAshland,as borrower, Ashland Global Holdings Inc and Ashland Chemco Inc., as holding companies, Ashland Services B.V., a besloten vennootschap met beperkte aansprakelijkheid organized under the laws of the Netherlands, as the Dutch borrower, various financial institutions, The BankofNovaScotia,asswinglinelender,l/cissuerandasadministrativeagentandCitibank, N.A., as syndication agent.

“Ashland Group” has the meaning set forth in Section 5.05(c) of the Receivables Purchase Agreement.

"Ashland Sub-Servicers” means, each of the French Sub-Servicer, the German Sub-Servicer,theItalianSub-Servicer,theSingaporeanSub-Servicer,theSpanishSub-Servicer,the Swiss Sub-Servicer, the UK Sub-Servicer.

“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 towhichsuchEligibleAssigneemaybecomeapartytotheReceivablesPurchaseAgreement, in substantially the form of Exhibit Cthereto.

“Assumption Agreement” has the meaning set forth in Section 11.03(g)of the Receivables Purchase Agreement.

“Attorney Costs” means and includes all reasonable and documented fees, costs, expensesanddisbursementsofanylawfirmorotherexternalcounselandalldisbursementsof internal counsel.

“Bail-InAction”meanstheexerciseofanyWrite-DownandConversionPowersbythe applicableResolutionAuthorityinrespectofanyliabilityofanAffectedFinancialInstitution.

7

“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the CounciloftheEuropeanUnion,theimplementinglaw,rule,regulationorrequirementforsuch EEAMemberCountryfromtimetotimewhichisdescribedintheEUBail-InLegislationSchedule,and(b)withrespecttotheUnitedKingdom,PartIoftheUnitedKingdomBanking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in theUnitedKingdomrelatingtotheresolutionofunsoundorfailingbanks,investmentfirmsor other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bank of America” has the meaning set forth in the preambleto this Agreement.

“BankofAmericaEurope”hasthemeaningsetforthinthepreambletothisAgreement. “BankruptcyCode”meanstheUnitedStatesBankruptcyReformActof1978(11 U.S.C.§101,etseq.),asamendedfromtimetotime. “Base Rate” means:

(a) in respect of Capital denominated in Dollars, a rate per annum (expressed as a percentage and rounded to the nearest 1/100 of 1%, with 5/1000th of 1% rounded upward) equal to the greater of:

(i) the rate of interest in effect for such day as publicly announced from time 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 provided that if any above such rate is less than zero, such rate shall be deemed to be zero;

(ii) 0.50%perannumabovetheFederalFundsRate; and

(iii) Daily 1M SOFR, plus 1.00% so long as Daily 1M SOFR is offered, ascertainable and not unlawful.

(b) in respect of any Capital denominated in Euros, Sterling or any other Alternative Currency other than Dollars, a fluctuating interest rate per annum as shall be in effect from time to time, which rate shall at all times be equal to the greater of:

(i) theRelevantRate,asapplicable,foraonemonthperiodonsuch day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.00%; and

(ii) therateatwhichovernightdeposits(inanamountapproximately equal to and in the applicable currency of such Capital in respect of which the Base Rate is to be determined) are offered by the principal London office of the applicable GroupAgentortheapplicableCommittedPurchaserinimmediatelyavailablefundsto leading banks in the London interbank market; or

8

(iii) the "policy rate," "base rate," "reference rate" or other customarily referenced rate for loans to corporate borrowers for such currency on the relevant page of the applicable central bank or other commercially reasonable source determined by the applicable Group Agent or the applicable Committed Purchaser.

“BeneficialOwner”means,fortheSeller,eachofthefollowing:(a)eachindividual,if any, who, directly or indirectly, owns 25% or more of the Seller’s Capital Stock; and (b)a single individual with significant responsibility to control, manage or direct the Seller.

“BeneficialOwnershipRegulation” means31 C.F.R.§ 1010.230.

“Business Day” means any day (i) on which commercial banks are open for general business in the state where the Administrative Agent’s office is located, Delaware, London, Dublin, New York and Brussels or (ii) is a TARGET Day, (in all cases, other than a Saturday or Sunday) provided that if such day relates to any interest rate settings as to a Capital denominatedinDollars,anysuchdaythatisalsoaU.S.GovernmentSecuritiesBusinessDay.

“Capital” means, with respect to any Purchaser, the aggregate amounts paid to, or on behalfof,theSellerinconnectionwithallInvestmentsmadebysuchPurchaserintherelevant currency pursuant to Article II of the Receivables Purchase Agreement, as reduced from time to time by Collections distributed and applied on account of reducing, returning or repaying suchCapitalpursuanttoSection2.02(d)oftheReceivablesPurchaseAgreementorSection 3.01 of the Receivables Purchase Agreement; 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.

“Capital CoverageAmount”means,atanytimeofdetermination,theamountequalto (a)theNetReceivablesPoolBalance atsuchtime,minus(b)theTotalReservesatsuch time.

“CapitalCoverageDeficit”means,atanytimeofdetermination,theamount,ifany,by which (a) the Aggregate Capital exceeds (b) the Capital Coverage Amount at such time.

“Capital Stock” means, with respect to any Person, any and all common shares, preferred shares, interests, participations, rights in or other equivalents (however designated) of such Person’s capital stock, partnership interests, limited liability company interests, membership interests or other equivalent interests and any rights (other than debt securities convertible into or exchangeable for capital stock), warrants or options exchangeable for or convertible into such capital stock or other equity interests.

“Certificate of Beneficial Ownership” means, for the Seller, a certificate in form and substance acceptable to the Administrative Agent (as amended or modified by the Administrative Agent from time to time in its sole discretion), certifying as to, among other things, the Beneficial Owner.

9

“Changein Control”means the occurrenceof anyof the following:

(a) (i)thefailureoftheParenttoown,freeandclearofanyAdverseClaim andonafullydilutedbasis,100%ofthemembershipinterestsoftheSellerand(ii)thefailure ofAshlandtoultimatelyown,freeandclearofanyAdverseClaimandonafullydilutedbasis, 100% of the membership interests of the Parent;

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

(c) thefailureofAshlandtoown,directlyorindirectly,freeandclearofany 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 equity interests of each Originator; or

(d) aneventorseriesofeventsbywhich:

(i) any “person” or “group” (as such terms are used in Sections 13(d)and14(d)oftheExchangeAct,butexcludinganyemployeebenefitplanofsuch personoritssubsidiaries,andanypersonorentityactinginitscapacityastrustee,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 groupshallbedeemedtohave“beneficialownership”ofallsecuritiesthatsuchperson orgrouphastherighttoacquire,whethersuchrightisexercisableimmediatelyoronly after the passage of time (such right, an “option right”)), directly or indirectly, of 35% ormoreoftheequitysecuritiesofAshlandentitledtovoteformembersoftheboardof directors or equivalent governing body of Ashland on a fully-diluted basis (and taking into account all such securities that such “person” or “group” has the right to acquire pursuant to any option right);

(ii) during any period of 12 consecutive months, a majority of the membersoftheboardofdirectorsorotherequivalentgoverningbodyofAshlandcease to be composed of individuals (a) who were members of that board or equivalent governingbodyonthefirstdayofsuchperiod,(b)whoseelectionornominationtothat board or equivalent governing body was approved by individuals referred to in clause (a) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body; or (c) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses(a)and(b)aboveconstitutingatthetimeofsuchelectionornominationatleast 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, the Existing Senior Notes Documentation or other Debt exceeding $100,000,000, shall have occurred.

“ChangeinLaw”meanstheoccurrence,aftertheClosingDate,ofanyofthefollowing: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, 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

10

request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; providedthat notwithstanding anything herein to the contrary, (w) the final rule titled Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital Maintenance:RegulatoryCapital;ImpactofModificationstoGenerallyAcceptedAccounting Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other Related Issues, adopted by the United States bank regulatory agencies on December 15, 2009, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelinesordirectivesthereunderorissuedinconnectiontherewithand(y)allrequests,rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel CommitteeonBankingSupervision(oranysuccessororsimilarauthority)ortheUnitedStates orforeignregulatoryauthorities,ineachcasepursuanttotheagreementsreachedbytheBaselCommittee on Banking Supervision in “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems” (as amended, supplemented or otherwise modified or replacedfromtimetotime),shallineachcasebedeemedtobea“ChangeinLaw”,regardless of the date enacted, adopted or issued.

“Charged-Off Receivable” means a Pool Receivable (a) as to which an Insolvency Proceeding shall have occurred with respect to the Obligor thereof, (b)which has been identifiedbytheSeller,anyOriginatorortheServicerasuncollectible,or(c)which,consistent with the Credit and Collection Policy, would be written off as uncollectible.

“ClosingDate”means19October2023.

“ClosingFee”hasthemeaning given tothatterm inthe 2026 Fee Letter.

“Code”meanstheInternalRevenueCodeof1986,asamended,reformedorotherwise modified from time to time.

“CollectionAccount”meanseachaccountlistedandlabelledassuchonScheduleIIto the Receivables Purchase Agreement (as such schedule may be modified from time to time in connectionwiththeclosingoropeningofanyCollectionAccountinaccordancewiththeterms hereof)(ineachcase,inthenameoftherelevantOriginator)andmaintainedatabankorother financial institution acting as a Collection Account Bank pursuant to a Collection Account Declaration of Trust or a Collection Account Pledge Agreement for the purpose of receiving Collections.

“Collection Account Bank” means any of the banks or other financial institutions holding one or more Collection Accounts.

“Collection Account Declaration of Trust” means each of the UK Collection Account Declaration of Trust, the Irish Collection Account Declaration of Trust, the Swiss Collection AccountDeclarationofTrust,theGermanCollectionAccountDeclarationofTrust,theFrench Collection Account Declaration of Trust, and, together, the “Collection Account Declarationsof Trust”.

“CollectionAccountPledgeAgreement”meanseachoftheFrenchCollectionAccount PledgeAgreement,theGermanCollectionAccountPledgeAgreement,theSpanishCollection Account Pledge Agreement, the Italian Collection Account Pledge Agreement, the Singapore Collection Account Pledge Agreement and the Swiss Collection Account Pledge Agreement and, together the “Collection Account Pledge Agreements”.

11

“Collections” means, with respect to any Pool Receivable:(a) all funds that are received by any Originator, the Seller, the Servicer or any other Person on their behalf in payment of any amounts owed in respect of such Pool Receivable (including service charges, financecharges,interest,fees,taxes,dutiesandallothercharges),orappliedtoamountsowed inrespectofsuchPoolReceivable(including,ifany,insurancepayments,proceedsofdrawings undersupportinglettersofcreditandnetproceedsofthesaleorotherdispositionofrepossessed goods or other collateral or property of the related Obligor or any other Person directly or indirectlyliableforthepaymentofsuchPoolReceivableandavailabletobeappliedthereon), (excluding any funds received from an Obligor that is a Sanctioned Person other than for the purposes of any indemnity under the Transaction Documents) (b) all Deemed Collections, (c) allproceedsofallRelatedSecuritywithrespecttosuchPoolReceivable,(d)allotherproceeds of such Pool Receivable, (e) to the extent there is any, the amount of any refund of the VAT componentforsuchPoolReceivableobtainedpursuanttoanyPurchaseandSaleAgreement”.

“Commercial Paper” means the commercial paper issued, or to be issued, by any Conduit Purchaser to fund its investments in accounts receivable or other financial assets.

“Commitment” means, with respect to any Committed Purchaser (including a Related Committed Purchaser) the maximum aggregate amount of Capital which such Person is obligated to pay pursuant to the Receivables Purchase Agreement on account of all Investments, on a combined basis, as set forth on Schedule Iof the Receivables Purchase AgreementorintheAssumptionAgreementorotheragreementpursuanttowhichitbecamea Purchaser, as such amount may be modified in connection with any subsequent assignment pursuant to Section 11.03of the Receivables Purchase Agreement or in connection with a reduction in the Facility Limit pursuant to Section 2.02(e)of the Receivables Purchase Agreement.Ifthecontextsorequires,“Commitment”alsoreferstoaCommittedPurchaser’s obligation to fund Investments in accordance with the Receivables Purchase Agreement.

“Commitment fee” has the meaning given to that term in the 2026 Fee Letter.

“CommittedPurchasers”meansBankofAmericaEurope,MontBlancCapitalCorp andeachotherPersonthatisorbecomesapartytotheReceivablesPurchaseAgreementinthe capacity of a “Committed Purchaser”.

“Concentration Percentage” means (a) except as provided in clause (b)below, (i) for any Group A Obligor, 15.00%, (ii) for any Group B Obligor, 7.50%, (iii) for any Group C Obligor, 5.00 % and (iv) for any Group D Obligor, 3.75% and (b) for each of the Obligors listed on Exhibit J(each, a “Special Obligor”), the percentage specified on Exhibit Jof the Receivables Purchase Agreement for such Special Obligor (the applicable “SpecialConcentrationLimit”);provided,however,thattheSellermayfromtimetotimedeliverwritten supplements to Exhibit Jand, 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 Jeffective as of the date agreed in writing by the Seller and each Group Agent; provided, further, that the Administrative Agent or any Group Agent 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 ConcentrationPercentageforsuchSpecialObligor(s)shallbedeterminedpursuanttoclause (a)above.IntheeventthatanyotherObligorisorbecomesanAffiliateofaSpecialObligor, theSpecialConcentrationLimitshallapplytobothsuchObligorandsuchSpecialObligorand shall be calculated as if such Obligor and such Special Obligor were a single Obligor.

12

“Concentration Reserve Percentage” means, at any time of determination, the largest of:(a)thesumofthefive(5)largestObligorPercentagesoftheGroupDObligors,(b)thesum ofthethree(3)largestObligorPercentagesoftheGroupCObligors,(c)thesumofthetwo(2) largestObligorPercentagesoftheGroupBObligors,and(d)thelargestObligorPercentageof the Group A Obligors.

“ConduitPurchaser”meansMontBlancCapitalCorpandeachothercommercialpaper conduitthatis orbecomesapartyto theReceivables PurchaseAgreementinthecapacityof a “Conduit Purchaser”.

“Conforming Changes” means, with respect to the use, administration of or any conventions associated with SOFR, SONIA, EURIBOR or any proposed Successor Rate for anAgreedCurrency,asapplicable,anyconformingchangestothedefinitionsof“BaseRate”, SOFR,SONIA,EURIBOR,and“YieldPeriod”,timingandfrequencyofdeterminingratesand making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definitions of “Business Day” and “U.S. Government Securities Business Day”, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in thediscretionoftheAdministrativeAgent,toreflecttheadoptionandimplementationofsuch applicable rate(s) and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice for such Agreed Currency (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administrativelyfeasibleorthatnomarketpracticefortheadministrationofsuchrateforsuch Agreed Currency exists, in such other manner of administration as the Administrative Agent determines is reasonably necessary in connection with the administration of the Receivables Purchase Agreement and any other Transaction Document).

"Consent Required Obligor” means each Obligor listed as such in the 2026 Fee Letter and as determined in accordance with the 2026 Fee Letter.

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

“CoveredEntity”means(a)eachoftheSeller,theServicer,eachOriginator,theParent, Ashland and each of Ashland’s Subsidiaries and (b) each Person that, directly or indirectly, is incontrolofaPersondescribedinclause(a)above.Forpurposesofthisdefinition,controlof 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 any Conduit Purchaser and for any Yield Period for any Portion ofCapital(a)theperannumrateequivalenttotheweightedaveragecost(asdeterminedbythe applicableGroupAgentandwhichshallincludecommissionsofplacementagentsanddealers, incremental carrying costs incurred with respect to Notes of such Person maturing on dates other than those on which corresponding funds are received by such Conduit Purchaser, other borrowingsbysuchConduitPurchaser(otherthanunderanyProgramSupportAgreement)and anyothercostsassociatedwiththeissuanceofNotes)oforrelatedto

13

theissuanceofNotesthat areallocated,inwholeorinpart,bytheapplicableConduitPurchasertofundormaintainsuch Portion of Capital (and which may be also allocated in part to the funding of other assets of such Conduit Purchaser); provided, however, that if any component of such rate is a discount rate, in calculating the “CP Rate” for such Portion of Capital for such Yield Period, the applicable Group 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,theSelleragreesthatanyamountspayabletoConduitPurchasersinrespectofYield foranyYieldPeriodwithrespecttoanyPortionofCapitalfundedbysuchConduitPurchasers attheCPRateshallincludeanamountequaltotheportionofthefaceamountoftheoutstanding Notes issued to fund or maintain such Portion of Capital that corresponds to the portionoftheproceedsofsuchNotesthatwasusedtopaytheinterestcomponentofmaturing Notes issued to fund or maintain such Portion of Capital, to the extent that such Conduit Purchasershadnotreceivedpaymentsofinterestinrespectofsuchinterestcomponentpriorto 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 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) if such Capital (or such portion thereof) is beingfundedbysuchConduitPurchaseronsuchdayotherthanthroughtheissuanceofNotes (including, without limitation, if a Conduit Purchaser is then funding such Capital (or such portionthereof)underaProgramSupportAgreement),thentheBaseRateor(c)anyotherrate designatedasthe“CPRate”forsuchConduitPurchaserintheAssumptionAgreementorother document pursuant to which such Person becomes a party as a Conduit Purchaser to the ReceivablesPurchaseAgreement,oranyotherwritingoragreementprovidedbysuchConduit Purchaser to the Seller, the Servicer and the applicable Agent from time to time.

“Credit and Collection Policy” means, as the context may require, those receivables creditandcollectionpoliciesandpracticesoftheOriginatorsineffectontheClosingDateand described in Exhibit E, as modified in compliance with the Receivables Purchase Agreement and this Agreement.

"CreditImpaired”meansthe Obligor:

(a) hasbeendeclaredinsolventorhadacourtgranthiscreditorsafinalnon-appealable right of enforcement or material damages as a result of a missed payment within three years prior to the date of origination or has undergone a debt-restructuring process with regard to his non-performing exposures within three years prior to the date of transfer or assignment of the underlying exposures to the Seller;

(b) was, at the time of origination, where applicable, on a public credit registryofpersonswithadversecredithistoryor,wherethereisnosuchpubliccreditregistry, another credit registry that is available to the Originators or

(c) has a credit assessment or a credit score indicating that the risk of contractually agreed payments not being made is significantly higher than for comparable exposures held by the relevant Originator which are not transferred.

14

“CurrencySublimit”means,eachof(1)theDollarSublimit,(2)theEuroSublimit,(3) the Sterling Sublimit and (4) any other Currency Sublimit for an Alternative Currency as approvedinwritingbytheAdministrativeAgent.TheCurrencySublimitsarepartof,andnot inadditionto,theFacilityLimitandtheaggregateCommitmentsofallCommittedPurchasers.

“Daily1MSOFR”means,foranyday,therateperannumdeterminedbytheapplicable GroupAgentequaltotheTermSOFRReferenceRateforsuchdayforaone(1)monthperiod, aspublishedbytheTermSOFRAdministrator;provided,thatifDaily1MSOFR,determined asprovidedabove,wouldbelessthantheSOFRFloor,thenDaily1MSOFRshallbedeemed to be 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.

“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), the interest rate per annum determined by the applicable Group Agent equal to SOFR for the day (the “SOFR Determination Date”) that is 2 Business Days prior to (i) such SOFR Rate Day if such SOFR Rate Day is a Business Day or (ii) the Business Day immediately preceding such SOFR Rate DayifsuchSOFRRateDayisnotaBusinessDay,ineachcase,assuchSOFRispublishedby theFederalReserveBankofNewYork(orasuccessoradministratorofthesecuredovernight financing rate) on the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org,or any successor source identified by the Federal Reserve Bank ofNewYorkoritssuccessoradministratorforthesecuredovernightfinancingratefromtime to time. If Daily Simple SOFR as determined above would be less than the SOFR Floor, then Daily Simple SOFR shall be deemed to be the SOFR Floor.If SOFR for any SOFR Determination Date has not been published or replaced with a Benchmark Replacement by 5:00 p.m. (New York City 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 Business Day preceding such SOFR Determination Date for which SOFR was published in accordance with the definition of “SOFR”; provided that SOFR determined pursuant to this sentence shall be used for purposes of calculating Daily Simple SOFR for no more than 3 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.

“Data Protection Laws” means (a) in relation to the European Economic Area and the UnitedKingdom,theGDPR,nationallegislationimplementingandsupplementingtheGDPR andimplementingtheDirectiveonPrivacyandElectronicCommunications(2002/58/EC),the GDPR as it forms part of the laws of England and Wales, Scotland and Northern Ireland by virtueofsection3oftheEuropeanUnion(Withdrawal)Act2018andtheUKDataProtection Act 2018 and any supplementary legislation as the same may be amended, superseded or replaced from time to time; and (b) in relation to other applicable jurisdictions, all laws and regulations in those jurisdictions relating to the processing of personal data and/or protection of privacy as the same may be amended, superseded or replaced from time to time.

“Days’SalesOutstanding”means,foranyFiscalMonth,anamountcomputedasofthe lastdayofsuchFiscalMonthequaltotheproduct,rounded,ifnecessary,tothenearestwhole number, obtained by multiplying (a) 90 by(b) the quotient obtained bydividing (i) the aggregate Outstanding Balance of all Pool Receivables as of the last day of the most recently ended Fiscal Month by (ii) the aggregate amount of sales giving rise to Pool Receivables

15

originated during the consecutive three month period ended as of the last day of the most recently ended Fiscal Month.

“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.

“DeedofAmendmentandRestatement”meansthedeedofamendmentandrestatement relatingtocertainTransactionDocumentsenteredintobythePartiesheretodatedtheEffective Date.

“Deemed Collections” has the meaning set forth in Section 3.01(d) of the Receivables Purchase Agreement.

“Deemed Defaulted Receivable” means a Receivable as to which (i) the respective Obligor is an Eligible Obligor and (ii) any payment, or part thereof, remains unpaid for more than150daysandlessthan181daysfromtheduedateforsuchpayment.“DeemedFinancialCovenants”meansanyoneofthe“financialcovenants”setforthinSection7.11oftheAshland Credit Agreement (or any replacement or successor to such section or any similar section or sectionsinanyreplacementseniorcreditagreement)asineffectimmediatelypriortotheinitial occurrenceofanyGroupAgentandeachofitsAffiliates,ifapplicable,ceasingtobeapartyto the Ashland Credit Agreement as a lender thereunder.

“DelinquencyRatio”meanstheratio(expressedasapercentageandroundedtothenearest 1/100of1%,with5/1000thof1%roundedupward)computedasofthelastdayofeachFiscal Month by dividing: (a) the sum of the aggregate Outstanding Balance of all Pool Receivables thatwereDelinquentReceivablesonsuchday,by(b)theaggregateOutstandingBalanceofall Pool Receivables on such day.

“DelinquentReceivable”meansaReceivable(otherthanaShort-TermorLong-TermRe-Aged Receivable) as to which any payment, or part thereof, remains unpaid for more than 60 days from the due date for such payment; provided, however, that 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,onanydate,anamountequaltothesum,withoutduplication,ofthe aggregate reduction effected on such day in the Outstanding Balances of the Receivables attributable to any non-cash items including credits, rebates, billing errors, 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)suchObligor’sobligationinrespectofsuchReceivableisreducedonaccountofany performance failure on the part of such Originator), set-offs, counterclaims, chargebacks, returnedorrepossessedgoods,salesandmarketingdiscounts,warranties,anyunappliedcredit memos and other adjustments that are made in respect of Obligors provided that writeoffs or credits related to an Obligor’s bad credit shall not constitute Dilution; provided, further, that writeoffs or credits related to pricing adjustments shall not constitute Dilution so long as (a) suchpricingadjustmentsaretreatedassalereversalsand(b)theapplicablepricingadjustment is processed the same calendar month during which the related Receivable was generated.

16

“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) computedasofthelastdayofsuchFiscalMonthbydividing:(a)thesumof(i)theaggregate initial Outstanding Balance of all Pool Receivables generated by the Originators during such Fiscal Month, plus(ii) the aggregate initial Outstanding Balance of all Pool Receivables generated by the Originators during the preceding Fiscal Month, by(b) the Net Receivables PoolBalanceasofthelastdayofsuchFiscalMonth.Withinthirty(30)daysofthecompletion andthereceiptbytheAdministrativeAgentoftheresultsofanyannualauditorfieldexamof theReceivablesandtheservicingandoriginationpracticesoftheServicerandtheOriginators, thenumeratoroftheDilutionHorizonRatiomaybeadjustedbytheAdministrativeAgentupon not less than five (5) Business Days’ notice to the Seller to reflect such number of Fiscal MonthsastheAdministrativeAgentreasonablybelievesbestreflectsthebusinesspracticesof theServicerandtheOriginatorsandtheactualamountofdilutionandDeemedCollectionsthat occurwithrespecttoPoolReceivables basedontheweightedaveragedilutionlagcalculation completed as part of such audit or field exam.

“DilutionRatio”means,foranyFiscalMonth,theratio(expressedasapercentageand rounded to the nearest 1/100th of 1%, with 5/1000th of 1% rounded upward), computed as of the last day of each Fiscal Month by dividing:(a) the aggregate amount of decreases in the OutstandingBalanceofallPoolReceivablesduetoDilutionduringsuchFiscalMonth,by(b) theaggregateinitialOutstandingBalanceofallPoolReceivablesgeneratedbytheOriginators during the Fiscal Month that is two months prior to such Fiscal Month; provided that in connectionwiththeirreceiptofeachDueDiligenceAudit,theGroupAgentsintheirreasonable creditjudgmentandafterevaluationoftheresultsofsuchauditmayadjustsuchpercentageto an appropriate amount based on such review so long as (x) such increase or decrease is approved by the Majority Group Agents and (y) the Administrative Agent has provided the SellerandtheServicerwithatleastten(10)BusinessDays’advancenoticeofsuchincreaseor decrease.

“Dilution Reserve Percentage” means, at any time of determination, the product (expressed as a percentage and rounded to the nearest 1/100 of 1%, with 5/1000th of 1% roundedupward)of(a)theDilutionHorizonRatio,multipliedby(b)thesumof(i)2.50times the Expected Dilution Ratio, and (ii) the Dilution Volatility Component.

“DilutionVolatilityComponent”means,foranyFiscalMonth,theproduct(expressed asapercentage)androundedtothenearest1/100thof1%,with5/1000th of1%roundedupward) of:

(a) thepositivedifference,ifany,between:(i)thehighestaverageDilution Ratio for any two (2) consecutive Fiscal Months during the twelve (12) most recent Fiscal Months and (ii) the Expected Dilution Ratio; multipliedby

(b) the quotient of (i) the highest average Dilution Ratio for any two (2) consecutiveFiscalMonthsduringthetwelve(12)mostrecentFiscalMonthsdividedby(ii)the Expected Dilution Ratio,

provided that in connection with their receipt of each Due Diligence Audit, the Group Agents intheirreasonablecreditjudgmentandafterevaluationoftheresultsofsuchauditmayadjust suchpercentagetoanappropriateamountbasedonsuchreviewsolongas(x)suchincreaseor decrease is approved by the Majority Group Agents and (y) the Administrative Agent has provided the Seller and the Servicer with at least ten (10) Business Days’ advance notice of such increase or decrease.

17

“DollarSublimit”means,inrelationtoanyCapitaldenominatedinDollars,upto $80,000,000.

“Dollars”and“$”eachmeanthelawfulcurrencyoftheUnitedStatesofAmerica. “Drawn Fee” has the meaning given to that term in the 2026 Fee Letter.

"DueDiligenceAudit”meanseachauditconductedbytheAdministrativeAgent pursuant to Section 2.01(f)of the Receivables Purchase Agreement.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA ResolutionAuthority,(b)anyentityestablishedinanEEAMemberCountrywhichisaparent ofaninstitutiondescribedinclause(a)ofthisdefinition,or(c)anyfinancialinstitutionestablished in an EEA Member Country which is a subsidiary of an institution described inclauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

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

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

“Effective Date” means 24 September2026.

"EligibleAccountBank”meansanydepositoryinstitutionwithashort-termunsecured debt rating of at least P-1 from Moody’s, F1 from Fitch and at least A-1 from S&P.

“EligibleAssignee”means(i)anyCommittedPurchaseroranyofitsAffiliates,(ii)any PersonmanagedbyaCommittedPurchaseroranyofitsAffiliatesand(iii)anyotherfinancial or other institution.

“Eligible Currency” means any lawful currency other than Euros that is readily available, freely transferable and convertible into Euros in the international interbank market available to the Purchasers, as applicable, in such market and as to which a Euros Equivalent may be readily calculated. If, after the designation by the Purchasers, as applicable, of any currency as an Alternative Currency (or if, with respect to any currency that constitutes an Alternative Currency on the Closing Date, after the Closing Date),any change in currency controls or exchange regulations or any change in the national or international financial, political or economic conditions are imposed in the country in which such currency is issued, result in, in the reasonable opinion of the Majority Group Agents (in the case of any InvestmentstobedenominatedinanAlternativeCurrency),(a)suchcurrencynolongerbeing readily available, freely transferable and convertible into Euros, (b) a Euros Equivalent is no longer readily calculable with respect to such currency, (c) providing such currency is impracticable for the Purchasers or (d) no longer a currency in which the Majority Group Agents are willing to make such Investments (each of clauses (a), (b), (c), and (d) a “Disqualifying Event”), then the Administrative Agent shall promptly notify the Purchasers, theSellerandAshland,andsuchcountry’scurrencyshallnolongerbeanAlternativeCurrency untilsuchtimeastheDisqualifyingEvent(s)nolongerexist(s).Withinfive(5)BusinessDays after receipt of such notice from the Administrative Agent, the Sellers shall repay all Investments in such currency to which the Disqualifying Event applies or convert such

18

Investments into the Euro Equivalent of Investments in Euros, subject to the other terms contained herein.

“Eligible Obligor” means an Obligor incorporated and located in an Eligible Obligor Country and is not an Excluded Obligor.

“Eligible Obligor Country” means each country listed in Schedule IV to the Receivables Purchase Agreement (as such schedule may be modified from time to time by agreementinwritingbetweentheAdministrativeAgent,eachGroupAgentandtheSeller)and is not an Excluded Eligible Obligor Country or an Ultra-High Risk Country.

“EligibleObligorCountryRatingsGrid”meansthelistonExhibitKoftheReceivables PurchaseAgreementprovided,however,thattheSellermayfromtimetotimedeliverwrittensupplements to theEligible Obligor Country Ratings Grid and, 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 Eligible Obligor Country Ratings Grid effective as of the date agreed in writing by the Seller and each Group Agent.

“EligibleReceivable”means,atanytimeofdetermination,(andwithoutduplication)a Pool Receivable:

(a) the Obligor of which is: (i) organized in or that has a head office, registered office or chief executive office located in an Eligible Obligor Country; (ii) not a Sanctioned Person; (iii) not subject to any Insolvency Proceeding; (iv) not an Affiliate of the Seller, the Servicer, the Parent, Ashland or any Originator; (v) not the Obligor with respect to Receivablesastowhicheither(A)anypayment,orpartthereof,remainsunpaidformorethan 90 days from the due date for such payment, or (B) that are Charged-Off Receivables, which in either case in the aggregate have an Outstanding Balance exceeding 50% of the aggregate OutstandingBalanceofallsuchObligor’sPoolReceivables,(vi)notanaturalpersonand(vii) not a material supplier of the Ashland Group or an Affiliate of a material supplier;

(b) forwhichanInsolvencyProceedingshallnothaveoccurredwithrespect to the Obligor thereof or any other Person obligated thereon or owning any Related Security with respect thereto;

(c) that is denominated and payable only in Euros or an Alternative Currency, and the Obligor with respect to which has been instructed to remit Collections in respect thereof directly to a Collection Account;

(d) thatdoesnothaveaduedatewhichismorethan180daysafterthedate of origination;

(e) that(i)arisesunderaContractforthesaleofgoodsorservicesinthe ordinary course of the applicable Originator’s business, (ii)does not constitute a loan or other similarfinancialaccommodationbeingprovidedbytheapplicableOriginatorand(iii)isnota securitized asset;

19

(f) that arises under a duly authorized Contract that (i)is in full force and effect, (ii) is governed by the laws of (A) France in the case of the French Originator, (B) GermanyorSwitzerlandinthecaseoftheGermanOriginator,(C)ItalyinthecaseoftheItalian Originator, (D) Singapore in the case of the Singaporean Originator, (E) Spain in the case of theSpanishOriginator,(F)SwitzerlandinthecaseoftheSwissOriginator,(G)Englandinthe case of the UK Originator, or (H) Ireland or England in the case of the Irish Originator (iii)is a 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 equity or at law; (iv)the payments thereunder arefreeandclearofany,orincreasedtoaccountforanyapplicable,withholdingTaxorvalue added,sales,exciseorsimilarTax;(v)allowsfullrecoursetotherelevantObligorand(vi)may be transferred free of any stamp, registration or similar Taxes;

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

(h) that,togetherwiththeContractrelatedthereto,conformsinallmaterial 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);

(i) withrespecttowhichallconsents,licenses,approvalsorauthorizations of, 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 creationofsuchReceivable,theexecution,deliveryandperformancebysuchOriginatorofthe related Contract or the assignment thereof under the relevant Purchase and Sale Agreement have been duly obtained, effected or given and are in full force and effect;

(j) that is not subject to any existing dispute, litigation, 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 applicableOriginatortocausesuchOriginatortorepurchasethegoodsormerchandise,thesale 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 6.02of the Receivables Purchase 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) inwhichtheSellerownsgoodandmarketabletitle,freeandclearofany AdverseClaims,andthatisfreelyassignablewithoutcondition(includingwithoutanyconsent of Ester Finance Technologies, the related Obligor or any Governmental Authority);

20

(n) for which the Administrative Agent (on behalf of the Secured Parties) shallhaveavalidandenforceablefirstpriorityownershiporsecurityinterestthereinandinthe Related Security and Collections with respect thereto, in each case free and clear of any Adverse Claim;

(o) that is not a Receivable as to which payment, or part thereof, remains unpaid for more than 90 days from the due date for such payments;

(p) thatis nota Charged-Off Receivable;

(q) thatisnotaLong-TermRe-Aged Receivable;

(r) thatisnotowingfrom anExcluded Obligor;

(s) for which no Originator, the Seller, the Parent, Ashland, Performance Guarantor or the Servicer has established any offset or netting arrangements (including customerdepositsandadvancepayments(includingpaymentsrelatingtounearnedrevenues)) withtherelatedObligorinconnectionwiththeordinarycourseofpaymentofsuchReceivable; 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 ((t));

(t) that represents amounts earned and payable by the Obligor that are not subject to the performance of additional services by the Originator thereof or by the Seller (other than the delivery of the related goods or merchandise with respect to In-Transit Receivables) 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;

(u) which(i)doesnotarisefromasaleofaccountsmadeaspartofasaleof a 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 assignment of a right to payment under a contract to an assignee that is also obligated to performunderthecontractand(iii)isnotatransferofaninterestinoranassignmentofaclaim under a policy of insurance;

(v) which does not relate to the sale of any consigned goods or finished goods which have incorporated any consigned goods into such finished goods;

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

(x) for which neither the related Originator nor any Affiliate thereof is holding 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;

(y) the related credit agreement is not a 'securitisation position' as defined in Article 2(19) of the EU Securitisation Regulation;

(z) theobligationsundertheReceivablehavenotbeensubcontractedtoany person;

21

(aa)theReceivableshallnothavebeenevidencedbyapromissorynote,bill ofexchangeorcheque,oranyotherequivalenttransferableinstrumentunderanyrelevant Applicable Law;

(bb)theReceivableshallnotbearinterestinrespectoftherelevantObligor;

(cc)tothebestknowledgeoftheOriginatortheObligorisnotCredit Impaired;

(dd)theObligorof whichisnotan ESGExcludedObligor;

(ee)theReceivableisnotanIn-TransitReceivablewhere(A)(i)the PerformanceGuarantor’sunsecureddebthasapublicratingfromS&Pbelow“BB-”,or(ii)the PerformanceGuarantor’sunsecureddebthasapublicratingfromMoody’sbelow“Ba3”and (B) theAdministrativeAgent(actingontheinstructionoftheMajorityGroupAgents)has informed the Seller in writing that In-Transit Receivables are no longer Eligible Receivables; and

(ff) is not a Receivable originated by the Singaporean Originator where the Singaporean Originator has failed to enter into a Singapore Collection Account Pledge Agreement and respective JPM Bank Account Control Agreement in a form reasonably acceptabletotheAdministrativeAgentwithin30daysoftheClosingDate(orsuchlongerdate as agreed in writing by the Administrative Agent).

“Embargoed Property” means any property (a) in which a Sanctioned Person holds a an interest, (b) beneficially owned, directly or indirectly, by a Sanctioned Person, (c) that is due to or from a Sanctioned Person, (d) that is located in a Sanctioned Jurisdiction, or (e) that would otherwise cause any actual violation by any Purchaser Party of any applicable Anti-TerrorismLawifanyPurchaserPartyweretoobtainanencumbranceon,lienon,pledgeofor security interest in such property or provide services in consideration of such property.

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws (including common law), regulations, standards, ordinances, rules, judgments, interpretations, orders, decrees, permits, concessions, grants, franchises, licenses, agreements orgovernmentalrestrictionsrelatingtopollutionandtheprotectionofhumanhealthandsafety, the environment and natural resources or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“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 any corporation, trade or business which together with the Seller, the Servicer, any Originator, the Parent, or Ashland is a member of a controlled group of corporations or a controlled group of trades or businesses and would be deemed a “single employer”withinthemeaningofSections414(b),(c),(m)orOoftheCodeorSection4001(b) of ERISA.

22

"ESGExcludedObligor”means:

(a) any Obligor that is known to have been related to human rights abuses, forced labour or child labour;

(b) any Obligor involved in the construction of new coal fired power plants, oil sands projects or oil sand dedicated infrastructure;

(c) anyObligorsignificantlyimpactingUNESCOWorldHeritageSites;

(d) any Obligor involved in trade involving endangered species for commercial purposes or endangered species for testing/experimental purposes, animal testing for non-medical purposes or illegal wildlife trade;

(e) any Obligor involved in the production of asbestos fibres, chemical and biological weapons or any new activity that involves illegal logging;

(f) anyObligor involvedin deforestation orburning tropical forests;

(g) any Obligor involved in any manner whatsoever in the production of nuclear weapons, cluster weapons, anti-personnel landmines, biological and chemical weapons,whitephosphorus,depleteduraniumorsmallarmsandlightweapons;

(h) anyObligor active inpalm oil production,trading or refining;

(i) any Obligor involved in beaching of ships, financing a buyer of scrap vessels, or involved in any manner whatsoever in ship recycling yards;

(j) anyObligorinvolvedinanyminingofuranium,asbestosorthermalcoalmining or trading of any of these; or

(k) or any other criteria required by the Purchasers pursuant to their respective internal policies and guidelines, as amended from time to time, in each case acting reasonably and after due notification to Ashland and the Seller.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule publishedbytheLoanMarketAssociation(oranysuccessorperson),asineffectfromtimeto time.

“EU Securitisation Regulation” means Regulation (EU) 2017/2402, as amended, including (i) relevant regulatory and/or implementing technical standards or delegated regulation, or other applicable national implementing measures in relation thereto (including anyapplicabletransitionalprovisions);and/or(ii)anyrelevantguidanceandpolicystatements in relation thereto published by the EBA, the ESMA, the EIOPA, the European Commission and/ortheEuropeanCentralBank(ortheirsuccessor),collectively,theEuropeanSupervisory Authorities or ESAs, including any applicable guidance and policy statements issued by the Joint Committee of ESAs and/or the European Commission, in each case as amended, varied or substituted from time to time.

“EURIBOR” means the rate per annum equal to the Euro Interbank Offered Rate, as publishedontheapplicableReutersscreenpage(orsuchothercommerciallyavailablesource

23

providingsuchquotationsasmaybedesignatedbytheAdministrativeAgentfromtimetotime) onthedaythatistwoTARGETDaysprecedingthefirstdayofsuchYieldPeriodwithaterm equivalent to such Yield Period.

“Euro”and “€” meanthe single currency ofthe Participating Member States.

“Euro Equivalent” means, for any amount, at the time of determination thereof, (a) if such amount is expressed in Euros, such amount, (b) if such amount is expressed in an Alternative Currency the equivalent of such amount in Euros determined by using the rate of exchange for the purchase of Euros with the Alternative Currency last provided (either by publication or otherwise provided to the Servicer) by the applicable Bloomberg source (or, if such Bloomberg source is not available, such other publicly available source for displaying exchange rates as determined from time to time by the Administrative Agent) on the date that is two (2) Business Day immediately preceding the date of determination (or if such service ceasestobeavailableorceasestoprovidesuchrateofexchange,theequivalentofsuchamount in Euros as determined by the Servicer using any method of determination agreed with the Administrative Agent) and (c) if such amount is denominated in any other currency, the equivalent of such amount in Euros as determined by the Servicer using any method of determination agreed with the Administrative Agent.

“EuroSublimit”meansinrelationtoanyCapitaldenominatedinEuros,125,000,000.

“Event of Termination” has the meaning specified in Section7.01of the Receivables Purchase Agreement.For the avoidance of 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 7.01of the Receivables Purchase Agreement.

“ExcessConcentration”meansthesumofthefollowingamounts,withoutduplication:

(a) the sum of the amounts calculated for each of the Obligors equal to the excess (if any) of (i) the aggregate Outstanding Balance of the Eligible Receivables of such Obligor,over(ii)theproductof(x)suchObligor’sConcentrationPercentage, multipliedby (y)theAdjusted EligibleReceivablesBalance; plus

(b) the excess (if any) of (i) the aggregate Outstanding Balance of all Eligible Receivables, the Obligor of which is a Governmental Authority, over(ii) the product of (x) 1%, multipliedby (y) the Adjusted Eligible Receivables Balance; plus

(c) the excess (if any) of (i) the aggregate Outstanding Balance of all EligibleReceivables,theObligorofwhichisincorporated,organizedorexistingunderthelaws of India (or any state, province or other political subdivision thereof), over(ii) the product of (x) 10.00% (providedthat, such percentage (A) may be reduced to the then applicable percentage specified for India in the Eligible Obligor Country Ratings Grid by the AdministrativeAgentoranyGroupAgent(ineachcase,actinginitssolediscretion)onfive (5) Business Days’ prior written notice to the Seller and the Servicer and (B) if so reduced, maybesubsequentlyincreased(tonotmorethan10.00%)withthepriorwrittenconsentofthe AdministrativeAgentandtheMajorityGroupAgents),multipliedby(y)theAdjustedEligible Receivables Balance; plus

24

(d) the excess (if any) of (i) the aggregate Outstanding Balance of all EligibleReceivables,theObligorofwhichisincorporated,organizedorexistingunderthelaws ofTurkey(oranystate,provinceorotherpoliticalsubdivisionthereof),over(ii)theproductof (x)3.0%(providedthat,suchpercentage(A)maybereducedtothethenapplicablepercentage specified for Turkey in the Eligible Obligor Country Ratings Grid, or some other agreed amount, by the Administrative Agent or any Group Agent (in each case, acting in its sole discretion)onfive(5)BusinessDays’priorwrittennoticetotheSellerandtheServicerand (B)ifsoreduced,maybesubsequentlyincreased(tonotmorethan3.0%)withthepriorwritten consent of the Administrative Agent and the Majority Group Agents), multipliedby(y) the Adjusted Eligible Receivables Balance; plus

(e) the excess (if any) of (i) the aggregate Outstanding Balance of all EligibleReceivables,theObligorofwhichisincorporated,organizedorexistingunderthelaws of Egypt (or any state, province or other political subdivision thereof), over(ii) the product of (x)3.00%(providedthat,suchpercentageisaparticularconcentrationlimitinrespectofEgypt only which may be revoked and/or amended downward to 0.00% at any time at the sole discretion of the Administrative Agent or any Group Agent upon prior written notice (and further, such revocation or downward amendment shall be effective upon delivery of such notice), multipliedby(y) the Adjusted Eligible Receivables Balance; plus

(f) the excess (if any) of (i) the aggregate Outstanding Balance of all EligibleReceivables,theObligorofwhichisincorporated,organizedorexistingunderthelaws ofaGroupAObligorCountry,GroupBObligorCountry,GroupCObligorCountry,GroupD Obligor Country, Group E Obligor Country, Group F Obligor Country or Group G Obligor Country(oranystate,provinceorotherpoliticalsubdivisionthereof)(as applicable),over(ii) theproductof(x)thethenapplicablepercentageallowedforsuchObligor’sapplicablecountry group based on the Eligible Obligor Country Ratings Grid multipliedby(y) the Adjusted Eligible Receivables Balance; plus

(g) the excess (if any) of (i) the aggregate Outstanding Balance of all EligibleReceivables,theObligorofwhichisincorporated,organizedorexistingunderthelaws ofanIdentifiedObligorCountry(oranystate,provinceorotherpoliticalsubdivisionthereof), over(ii) the product of (x) 3.00% (providedthat, such percentage (A) may be reduced to the then applicable percentage allowed for such Identified Obligor Country based on the Eligible Obligor Country Ratings Grid (as determined by its long-term foreign currency rating as if it were not an Identified Obligor Country) by the Administrative Agent or any Group Agent (in each case, acting in its sole discretion) on five (5) Business Days’ prior written notice to the Seller and the Servicer and (B) may be increased with the prior written consent of the AdministrativeAgentandtheMajorityGroupAgents)multipliedby(y)theAdjustedEligible Receivables Balance; plus

(h) the sum of the amounts calculated for each of the Obligors which are incorporated, organized or existing under the laws of a Group E Obligor Country or Group F Obligor Country (or any state, province or other political subdivision thereof), equal to the excess (if any) of (i) the aggregate Outstanding Balance of the Eligible Receivables of such Obligors, over(ii) the product of (x) 10.00%, multipliedby(y) the Adjusted Eligible Receivables Balance; plus

(i) the excess (if any) of (i) the aggregate Outstanding Balance of all Eligible Receivables as to which remaining payment terms (computed in days and calculated basedonthedifferencebetweenthedateofdeterminationandthestatedduedateforpayment)

25

ofinvoicesareformorethan60daysbutlessthan91days,over(ii)theproductof(x)25.0%, multiplied by (y) the Adjusted Eligible Receivables Balance; plus

(j) the excess (if any) of (i) the aggregate Outstanding Balance of all Eligible Receivables as to which remaining payment terms (computed in days and calculated basedonthedifferencebetweenthedateofdeterminationandthestatedduedateforpayment) ofinvoicesareformorethan90daysbutlessthan121days,over(ii)theproductof(x)10.0%, multiplied by (y) the Adjusted Eligible Receivables Balance; plus

(k) the excess (if any) of (i) the aggregate Outstanding Balance of all Eligible Receivables as to which remaining payment terms (computed in days and calculated basedonthedifferencebetweenthedateofdeterminationandthestatedduedateforpayment) ofinvoicesareformorethan120daysbutlessthan181days,over(ii)theproductof(x)5.0%, multiplied by (y) the Adjusted Eligible Receivables Balance; plus

(l) the excess (if any) of (i) the aggregate Outstanding Balance of all Eligible Receivables that are In-Transit Receivables, over(ii) the product of (x) 5.0%, multipliedby(y) the Adjusted Eligible Receivables Balance; plus

(m) the excess (if any) of (i) the aggregate Outstanding Balance of all Eligible Receivables that are Short Term Re-Aged Receivables, over (ii) the product of (x) 5.0%, multiplied by(y) the Adjusted Eligible Receivables Balance.

“ExchangeAct”meanstheSecuritiesExchangeActof1934,asamendedorotherwise modified from time to time.

“Excluded Eligible Obligor Country” means those Eligible Obligor Countries listed from time to time as Excluded Eligible Obligor Countries on the Eligible Obligor Country Ratings Grid.

“Excluded Obligor” means each Obligor listed as such in the 2026 Fee Letter and as determined in accordance with the 2026 Fee Letter.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to an AffectedPersonorrequiredtobewithheldordeductedfromapaymenttoanAffectedPerson:(a)Taxesimposedonormeasuredbynetincome(howeverdenominated),franchiseTaxesand 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 and (b) any withholding Taxes imposed pursuant to FATCA and (c) in respect of any Affected Person that is entitled to any Yield or interest payments pursuant to the Transaction Documents, any withholding tax imposed by Ireland on a payment under a Transaction Document, if on the date on which the payment falls due, the payment could have been made to such an Affected Person, without such withholding tax if it was an Qualifying Person, but on that date that Affected Person is notorhasceasedtobeanQualifyingPersonotherthanasaresultofanychangeafterthedate it became a party to a Transaction Document in (or in the interpretation, administration, or applicationof)anylawortreaty,oranypublishedpracticeorconcessionofanyrelevanttaxing authority.

26

“Existing Senior Notes” means (i) the 3.375% Senior Notes due 2031 and (ii) the 6.875% Senior Notes due 2043 (in each case, issued by Ashland).

“Existing Senior Notes Documentation” means any indenture among Ashland, as issuer,anyguarantorspartytheretoandatrusteewithrespecttotheExistingSeniorNotesand all other agreements, instruments and other documents pursuant to the Existing Senior Notes have been or will be issued or otherwise setting forth the terms of the Existing Senior Notes.

“ExpectedDilutionRatio”meanstheaverageoftheDilutionRatiosforthetwelve(12) most recent Fiscal Months.

“Facility Limit” means the Euro Equivalent of €125,000,000 as reduced from time to time pursuant to Section 2.02(e)of the Receivables Purchase Agreement.References to the unusedportionoftheFacilityLimitshallmean,atanytimeofdetermination,anamountequal 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, any agreements entered into pursuant to Section1471(b)(1) of the Code,anyapplicableintergovernmentalagreemententeredintobetweentheUnitedStatesand anyotherGovernmentalAuthorityinconnectionwiththeimplementationoftheforegoingand any fiscal or regulatory legislation, rules or official practices adopted pursuant to any such intergovernmental agreement.

“FederalFundsRate”means,foranyday,therateperannumcalculatedbytheFederal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions(asdeterminedinsuchmannerastheFederalReserveBankofNewYorkshallset forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate; providedthat if the Federal Funds Rate as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Fee Letter” has the meaning specified in Section 2.03(a)of the Receivables Purchase Agreement.

“Fees” has the meaning specified in Section 2.03(a)of the Receivables Purchase Agreement.

“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) all other Seller Obligations have been paid in full (other than contingent or unliquidated obligationsforwhichnoclaimhasbeenmadeandotherobligationsexpresslystatedtosurvive suchpaymentandterminationoftheReceivablesPurchaseAgreement),(iii)allotheramounts 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 (iv) all accrued Servicing Fees have been paid in full.

“FinancialCovenant”meansanyoneofthe“financialcovenants”setforthinSection 7.11oftheAshlandCreditAgreement(oranyreplacementorsuccessortosuchsectionorany similar section or sections in any replacement senior credit agreement) at such time.

27

“FinancialOfficer”ofanyPersonmeans,thechiefexecutiveofficer,thechieffinancial officer, the chief accounting officer, the principal accounting officer, the controller, the treasurer 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”meansarate ofinterest equalto zero(0.00%) per annum.

“ForeignTax”meansanytaxchargeableonprofitsorgainsunderthelawsofaterritory other than Ireland, that is of a similar nature to Irish income tax, corporation tax (including a controlledforeigncompanycharge),orcapitalgainstaxbutnotincludingawithholdingtaxto the extent such withholding tax is refundable where levied.

“FrenchCollectionAccountDeclarationofTrust”meansanEnglishlawdeclarationof trust, dated as of the Closing Date, between the French Originator, the Administrative Agent and the Seller.

“FrenchCollectionAccountPledgeAgreement”means,withrespecttoanyCollection AccountinFrance,anyinremsecurityintheformofapledgeagreemententeredintoeither (i) by any Originator as pledgor and the Seller as pledgee or (ii) the Seller as pledgor and the Administrative Agent as pledgee and acknowledged by the related Collection Account Bank.

"French Purchase and Sale Agreement” means the French law purchase and sale agreement dated as of the Closing Date, between the French Originator, the Servicer and the Seller.

“GAAP” means generally accepted accounting principles in the United States of America, Italy, the United Kingdom, Germany, Spain, France, Ireland, Switzerland and Singapore, as applicable, in each case consistently applied.

“German Collection Account Declaration of Trust” means an English law declaration of trust, dated as of the Closing Date, between the German Originator, the Administrative Agent and the Seller.

“GermanCollectionAccountPledgeAgreement”means,withrespecttoanyCollection AccountinGermany,anyinremsecurityintheformofapledgeagreemententeredintoeither (i) by any Originator as pledgor and the Seller as pledgee or (ii) the Seller as pledgor and the Administrative Agent as pledgee and acknowledged by the related Collection Account Bank.

“German Originator” means Ashland Industries Deutschland GmbH a limited liability company (Gesellschaft mit beschränkter Haftung) registered with the commercial register (Handelsregister) of the Local Court (Amtsgericht) of Duesseldorf under registration number HRB 29830.

"German Purchase and Sale Agreement” means the German law purchase and sale agreement dated as of the Closing Date, between the German Originator, Servicer and the Seller.

28

“Governmental Authority” means the government of the United States of America, Italy,theUnitedKingdom,Germany,Spain,France,Ireland,SwitzerlandandSingaporeorany othernation,orofanypoliticalsubdivisionthereof,whetherstate,provincialorlocal,andany 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) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing).

“Group” means, (i) for any Conduit Purchaser (other than Mont Blanc Capital Corp), such Conduit Purchaser, together with such Conduit Purchaser’s Related Committed Purchasers, related Group Agent, (ii) for Bank of America Europe, Bank of America Europe as a Committed Purchaser and Bank of America as a Group Agent, (iii) for ING, Mont Blanc Capital Corp as a Committed Purchaser, and ING as a Group Agent, and (iv) for any other Purchaser that does not have a related Conduit Purchaser, such Purchaser, together with such Purchaser’srelatedGroupAgentandeachotherPurchaserforwhichsuchGroupAgentactsas a Group Agent under the Transaction Documents.

“Group A Obligor” means any Obligor (or its parent or majority owner, as applicable, ifsuchObligorisnotrated)with(a)ashort-termratingofatleast:(i)“A-1”byS&Por(ii)“P-1”byMoody’s;provided,however,ifsuchObligorisratedbyonlyoneofsuchratingagencies, then such Obligor will be a “Group A Obligor” if it satisfies either clause (i)or clause (ii)above,or(b)ifsuchObligordoesnothaveashort-termratingfromeitherS&PorMoody’s,(x) a rating 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 or (y) “A1” or better by Moody’s on such Obligor’s, its parent’s or its majority owner’s (as applicable) long-termseniorunsecuredanduncredit-enhanceddebtsecurities;provided,however,ifsuch Obligor is rated by only one of such rating agencies, then such Obligor will be a “Group A Obligor”ifitsatisfieseitherclause(x),orclause(y)above;provided,furtherthat,ifanObligor (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)shallbedeemedtohavethelowerofsuchratingsfromeachofS&PandMoody’s and suchdeemedratingshallbeusedforthepurposesofwhethersuchratingsatisfiesclauses (a)and (b)above.

"GroupAObligorCountry”meansanEligibleObligorCountrywhichhasalong-term foreigncurrencyratingbybothMoody’sandS&Pandthelowerofbothratingsissufficientto be designated as a Group A country in accordance with the Eligible Obligor Country Ratings Grid.

“GroupAgent”meanseachPersonactingasagentonbehalfofaGroupanddesignated as the Group Agent for such Group on the signature pages to the Receivables Purchase Agreement or any other Person who becomes a party to the Receivables Purchase Agreement as a Group Agent for any Group pursuant to an Assumption Agreement, an Assignment and AcceptanceAgreementorotherwiseinaccordancewiththeReceivablesPurchaseAgreement.

29

“GroupAgent’sAccount”means,withrespecttoanyGroup,theaccount(s)fromtime to 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 pursuant to the Receivables Purchase Agreement.

“Group B Obligor” means any Obligor (or its parent or majority owner, as applicable, if such Obligor is not rated) that is not a Group A Obligor with (a) a short-term rating of at least:(i)“A-2”byS&Pand(ii)“P-2”byMoody’s;provided,however,ifsuchObligorisrated byonlyoneofsuchratingagencies,thensuchObligorwillbea“GroupBObligor”ifitsatisfies either clause (i),or clause (ii)above, or(b) if such Obligor does not have a short-term rating from either S&P or Moody’s, (x) 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,or(y)“Baa1”orbetterbyMoody’sonsuchObligor’s,itsparent’sor its majority owner’s (as applicable) long-term senior unsecured and uncredit-enhanced debt securities;provided,however,ifsuchObligorisratedbyonlyoneofsuchratingagencies,then such Obligor will be a “Group B Obligor” if it satisfies one of clause (x), or clause (y)above; provided,furtherthat,thatifanObligor(oritsparentormajorityowner,asapplicable,ifsuch Obligor is not rated) receives a split rating from S&P and Moody’s, then such Obligor (or its parentormajorityowner,asapplicable)shallbedeemedtohavethelowerofsuchratingsfrom either of S&P or Moody’s and such deemed rating shall be used for the purposes of whether such rating satisfies clauses (a)and (b)above.

"GroupBObligorCountry”meansanEligibleObligorCountrywhichhasalong-term foreigncurrencyratingbybothMoody’sandS&Pandthelowerofbothratingsissufficientto be designated as a Group B country in accordance with the Eligible Obligor Country Ratings Grid.

“Group C Obligor” means any Obligor (or its parent or majority owner, as applicable, ifsuchObligorisnotrated)thatisnotaGroupAObligororGroupBObligorwith(a)ashort-termratingofatleast:(i)“A-3”byS&Pand(ii)“P-3”byMoody’s;provided,however,ifsuch Obligor is rated by only one of such rating agencies, then such Obligor will be a “Group C Obligor”ifitsatisfieseitherclause(i),orclause(ii)above,or(b)ifsuchObligordoesnothave a short-term rating from either S&P or Moody’s, (x) a rating of “BBB-” or better by S&P on suchObligor’s,itsparent’s,oritsmajorityowner’s(asapplicable)long-termseniorunsecured and uncredit-enhanced debt securities, or (y) “Baa3” 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-enhanceddebtsecurities;provided,however,ifsuchObligorisratedbyonlyoneofsuchrating agencies,thensuchObligorwillbea“GroupCObligor”ifitsatisfieseitherclause(i),orclause (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 suchObligor(oritsparentormajorityowner,asapplicable)shallbedeemedtohavethelower of such ratings from each of S&P or Moody’s and such deemed rating shall be used for the purposes of whether such rating satisfies clauses (a)and (b)above.

"GroupCObligorCountry”meansanEligibleObligorCountrywhichhasalong-term foreigncurrencyratingbybothMoody’sandS&Pandthelowerofbothratingsissufficientto be designated as a Group C country in accordance with the Eligible Obligor Country Ratings Grid.

30

“GroupCommitment”means,withrespecttoanyGroup,atanytimeofdetermination, the aggregate Commitments of all Committed Purchasers within such Group.

“GroupDObligor”meansanyObligorthatisnotaGroupAObligor,GroupBObligor orGroupCObligor;provided,thatanyObligor(oritsparentormajorityowner,asapplicable, if such Obligor is unrated) that is not rated by either of Moody’s or S&P shall be a Group D Obligor.

"GroupDObligorCountry”meansanEligibleObligorCountrywhichhasalong-term foreigncurrencyratingbybothMoody’sandS&Pandthelowerofbothratingsissufficientto be designated as a Group D country in accordance with the Eligible Obligor Country Ratings Grid.

"GroupEObligorCountry”meansanEligibleObligorCountrywhichhasalong-term foreigncurrencyratingbybothMoody’sandS&Pandthelowerofbothratingsissufficientto be designated as a Group E country in accordance with the Eligible Obligor Country Ratings Grid.

"GroupFObligorCountry”meansanEligibleObligorCountrywhichhasalong-term foreigncurrencyratingbybothMoody’sandS&Pandthelowerofbothratingsissufficientto be designated as a Group F country in accordance with the Eligible Obligor Country Ratings Grid.

"Group G Obligor Country” means an Eligible Obligor Country which is not a Group A Obligor Country, Group B Obligor Country, Group C Obligor Country, Group D Obligor Country, Group E Obligor Country, Group F Obligor Country, Special Obligor Country or Identified Obligor Country.

“GuaranteedObligations”hasthemeaningsetforthinSection10.01oftheReceivables Purchase Agreement.

“Guarantee” means, with respect to any Person, any obligation of such Person guaranteeing or in effect guaranteeing 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,anyperformancebondorothersuretyshiparrangementandanyotherformofassurance againstloss,exceptendorsementofnegotiableorotherinstrumentsfordepositorcollectionin the ordinary course of business.

“Identified Obligor Country” means each country listed as an Identified Obligor Country in the Eligible Obligor Country Ratings Grid.

“Immaterial Subsidiary” means as of any date of determination, any Subsidiary that, togetherwithitsSubsidiariesonaconsolidatedbasis,during(or,inthecaseofassets,asofthe last day of) the twelve months preceding such date of determination accounts for (or to which maybeattributed)5.0%orlessofthenetincomeorassets(determinedonaconsolidatedbasis) of Ashland and its Subsidiaries during (or, in the case of assets, as of the last day of) such twelvemonthperiod;providedthat,asofanydateofdetermination,theaggregateconsolidated net income or assets for all Immaterial Subsidiaries during (or, in the case of assets, as of the lastday)ofthetwelvemonthsprecedingsuchdateofdeterminationshallnot

31

exceed10.0%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.

“IndemnifiedTaxes”means(a)Taxes,otherthanExcludedTaxes,imposedonorwith respect to any payment made by or on account of any obligation of the Seller or any of its AffiliatesunderanyTransactionDocument,(b)totheextentnototherwisedescribedinclause

(a)above, Other Taxes and (c) incremental Taxes imposed on a Purchaser solely attributable to such Purchaser's purchase and holding of a Receivable in excess of Taxes otherwise applicable to it such Purchaser had lent funds to the Seller".

“IndependentDirector”hasthemeaningsetforthinSection5.05(c)oftheReceivables Purchase Agreement.

"IneligibleObligor” hasthe meaning setforthin the2026 Fee Letter.

“Information Package” means the reports in a form satisfactory to the Administrative Agent and the Group Agents provided in accordance with the Transaction Documents and which shall include (but not be limited to) the Monthly Report.

“ING” means ING Belgium SA/NV, a limited liability company (société anonyme/naamloze vennootschap) incorporated in Belgium.

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

“Insolvency Proceeding” means (a) any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy, administration, examinership, reorganization,insolvency,liquidation,receivership,dissolution,winding-uporreliefofdebtors,(b)anyprocedureorsteptakentoappointanyadministrator,monitor,receiver,interim receiver,receiver/manager,trustee,custodianorothersimilarofficialinrespectofaPersonor any of its assets, (c) any general assignment for the benefit of creditors of a Person, composition, arrangement, 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 eachofclauses(a),(b)and(c)undertakenunderfederal,stateorprovinciallaw(includingthe Bankruptcy Code) of the U.S., Italy, the United Kingdom, Germany, Spain, France, Ireland, SwitzerlandandSingaporeoranyotherjurisdiction)or(d)inthecaseoftheItalianOriginator it becomes in “stato di crisi”or insolvent pursuant to article 2, paragraph 1, lett. (a) and (b) of the Italian Crisis and Insolvency Code.

"IntendedTaxTreatment"hasthemeaningsetforthinSection11.11oftheReceivables Purchase Agreement.

“IntercompanyLoan”hasthemeaningsetforthintheIntercompanyLoanAgreement. “IntercompanyLoanAgreement”meanstheloanagreementbetweentheSwiss Originatorand theGerman Originator datedthe Closing Date.

32

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

“InvestmentCompanyAct”meanstheInvestmentCompanyActof1940,asamended or otherwise modified from time to time.

“Investment Request” means a letter in substantially the form of Exhibit Aof the Receivables Purchase Agreement executed and delivered by the Seller to the relevant Group Agents pursuant to Section 2.02(a) of the Receivables Purchase Agreement.

“In-TransitReceivable”means,atanytimeofdetermination,anyReceivablearisingin connection with the sale of any goods or merchandise that as of such time, have been shipped but not delivered to the related Obligor.

“IrishCollectionAccountDeclarationofTrust”meanstheIrishlawdeclarationoftrust, datedonoraroundthedateofthisAgreement,betweentheIrishOriginator,theAdministrative Agent and the Seller.

"IrishPurchaseandSaleAgreement”meanstheIrishlawpurchaseandsaleagreement dated as of the Closing Date, between the Irish Originator, the Servicer and the Seller.

"Italian Civil Code” means the Italian Civil Code enacted by Royal Decree No. 262 dated 16 March 1942, as amended, supplemented and implemented from time to time.

“Italian Collection Account Pledge Agreement” means the pledge agreement entered into by the Italian Originator as pledgor and the Seller as pledgee dated on or around the date of this Agreement.

“Italian Consolidated Act of Public Safety Laws” means the Italian Consolidated Act of Public Safety Laws enacted by Royal Decree No. 77 of 18 June 1931.

“ItalianCrisisandInsolvencyCode”meanstheItalianLegislativeDecreeno,14, 12 January 2019, as amended, supplemented and implemented from time to time.

"Italian Purchase and Sale Agreement” means the Italian law purchase and sale agreement dated as of the Closing Date, between the Italian Originator, the Servicer and the Seller.

“ItalianReceivables”meansanyReceivablesgovernedbyItalianlaw.

“JPM Bank Account Control Agreement” means, the bank account control agreement enteredinto,amongstothers,JPMorganChaseBank,N.A.,SingaporeBranch,theSingaporean Originator, the Seller and the Administrative Agent in connection with the Singapore Collection Account Pledge Agreement.

“LCR Security” means any commercial paper or security (other than equity securities issuedtoAshland,theParentoranyOriginatorthatisaconsolidatedsubsidiaryofAshlandor theParent,underGAAP)withinthemeaningofParagraph.32(e)(viii)ofthefinalrulestitled LiquidityCoverageRatio;LiquidityRiskMeasurementStandards,79Fed.Reg.197,61440et seq. (October 10, 2014).

33

“LimitedWaiver”meansthelimitedwaiveragreedbetweentheSeller,theCommitted Purchaser, the Administrative Agent and the ING Group Agent dated 12 March 2026.

“LiquidityAgent”meansanybankorotherfinancialinstitutionactingasagentforthe various Liquidity Providers under each Liquidity Agreement.

“Liquidity Agreement” means any agreement entered into in connection with the Receivables Purchase 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 Commercial Paper.

“Liquidity Provider” means each bank or other financial institution that provides liquidity support to any Conduit Purchaser pursuant to the terms of a Liquidity Agreement.

“Long-TermRe-AgedReceivable”meansaReceivablewhichhasbeensubjectto(i)a paymenttermextensionof30days(ormore)beyonditsoriginalduedateor(ii)morethanone payment term extension of any length beyond its original due date.

“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) theaggregateinitialOutstandingBalanceofallPoolReceivablesgenerated by the Originators during the five most recent Fiscal Months; by

(b) theNet ReceivablesPool Balanceasofsuch date.

“LossReservePercentage”means,atanytimeofdetermination,theproduct(expressed asapercentageandroundedtothenearest1/100thof1%,with5/1000thof1%roundedupward) of (a) 2.50, multipliedby(b) the highest average of the Sales Based Default Ratios for any three (3) consecutive Fiscal Months during the twelve (12) most recent Fiscal Months, multipliedby(c) the Loss Horizon Ratio.

“MajorityGroupAgents”meansoneormoreGroupAgentswhichinitsGroup,ortheir combinedGroups,asthecasemaybe,haveCommittedPurchasersrepresentingmorethan66 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 by all 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 Personisspecified,“MaterialAdverseEffect”shallbedeemedtoberelativetotheSeller,the Parent, Ashland, the Servicer and/or the Originators, individually (other than in respect to the Originators)andintheaggregate)withrespecttoanyeventorcircumstance,amaterialadverse effect on any of the following:

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

34

(b) the ability of the Seller, the Parent, Ashland, the Servicer, any Performance Guarantor or any Originator to perform its obligations under this Agreement or any other Transaction Document to which it is a party;

(c) thevalidityorenforceabilityofthisAgreementoranyotherTransaction Document,orthevalidity,enforceability,valueorcollectabilityofanyofthePoolReceivables;

(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 DocumentsorassociatedwithitsrespectiveinterestintheSoldAssetsortheSellerCollateral.

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

“MinimumDilutionReservePercentage”means,atanytimeofdetermination,the product (expressed as a percentage and rounded to the nearest 1/100thof 1%, with 5/1000thof 1% rounded upward) of (a) the Expected Dilution Ratios, multipliedby(b) the Dilution Horizon Ratio.

"MonthlyReport” areport, substantiallythe form of Exhibit F

“MonthlyReportingDate”means5BusinessDayspriortoeachMonthlySettlement Date.

“MonthlySettlementDate”meansthe20th(twentieth)dayofeachcalendarmonth(or ifsuchdayisnotaBusinessDay,thenextoccurringBusinessDay).

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

“MultiemployerPlan”meansamultiemployerplanasdefinedinSection4001(a)(3)of ERISA.

“NetReceivablesPoolBalance”means,atanytimeofdetermination:(a)theAdjusted Eligible Receivables Balance, minus(b) the Excess Concentration.

“Non-SOFR Successor Rate” has the meaning specified in Section 4.05(c) of the Receivables Purchase Agreement.

“Obligor” means, with respect to any Receivable, the Person obligated to make payments pursuant to the Contract relating to such Receivable.

“ObligorPercentage”means,atanytimeofdetermination,foreachObligor,afraction, expressedasapercentage,(a)thenumeratorofwhichistheaggregateOutstandingBalanceof theEligibleReceivablesofsuchObligoranditsAffiliateslesstheamount(ifany)thenincluded in the calculation of the Excess Concentration with respect to such Obligor and its Affiliates and (b) the denominator of which is the Adjusted Eligible Receivables Balance.

35

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

“OffsetPayablesReductionAmount”meansanamountequalto0.55%of the Outstanding Balance of all Receivables as of such date of determination; provided that in connectionwiththeirreceiptofeachDueDiligenceAudit,theGroupAgentsintheirreasonable creditjudgmentandafterevaluationoftheresultsofsuchauditmayincreasesuchpercentage toanappropriateamountbasedonsuchreviewsolongas(x)suchincreaseisapprovedbythe Majority Group Agents and (y) the Administrative Agent has provided the Seller and the Servicer with at least ten (10) Business Days’ advance notice of such increase.

"Optional Reduction Date” means the date 5 Business Days after the delivery of a Reduction Notice made in accordance with Section 2.02(d) of the Receivables Purchase Agreement.

“Originator” and “Originators” have the meaning set forth in the Purchase and Sale Agreements, 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,Taxesimposed asaresultofapresentorformerconnectionbetweensuchAffectedPersonandthejurisdiction imposingsuchTax(otherthanconnectionsarisingfromsuchAffectedPersonhavingexecuted, delivered, become a party to, performed its obligations under, received payments under, receivedorperfectedasecurityinterestunder,engagedinanyothertransactionpursuanttoor 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,filingorsimilarTaxesoranyotherexciseorpropertyTaxes,chargesor similar levies or fees arising from any payment made pursuant to the Receivables Purchase Agreement or from the execution, delivery, filing, recording, performance, enforcement or registrationof,fromthereceiptorperfectionofasecurityinterestunder,orotherwiseinrespect of, this Agreement, the other Transaction Documents and the other documents or agreements to be delivered hereunder or thereunder.

“Outstanding Amount” means with respect to Investments on any date, the Euro Equivalent amount of the aggregate outstanding Capital thereof after giving effect to any borrowings and prepayments or repayments of Capital, as the case may be, occurring on such date.

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

“Parent”meansAshlandSpecialtiesIrelandLimited.

“Participant”hasthemeaningsetforthinSection11.03(d)oftheReceivablesPurchase Agreement.

36

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

“PATRIOTAct”hasthemeaningsetforthinSection11.12oftheReceivablesPurchase Agreement.

“Pension Plan” means an employee pension benefit plan as defined in Section 3(2) of ERISA,whichissubjecttoTitleIVofERISA(otherthanaMultiemployerPlan)andtowhich any Originator, the Seller, the Servicer, the Parent, Ashland or an ERISA Affiliate may have anyliability,includinganyliabilitybyreasonofhavingbeenasubstantialemployerwithinthe meaningofSection4063ofERISAorbyreasonofbeingdeemedtobeacontributingsponsor under Section 4069 of ERISA.

“Percentage” means, at any time of determination, with respect to any Committed Purchaser,a fraction (expressed asa percentage),(a) the numerator ofwhichis (i)prior to the termination of all Commitments pursuant to the Receivables Purchase Agreement, its Commitment at such time or (ii) if all Commitments pursuant to the Receivables Purchase Agreement have been terminated, the aggregate outstanding Capital of all Purchasers in such CommittedPurchaser’sGroupatsuchtimeand(b)thedenominatorofwhichis(i)priortothe termination of all Commitments pursuant to the Receivables Purchase Agreement, the aggregate Commitments of all Committed Purchasers at such time or (ii) if all Commitments pursuanttotheReceivablesPurchaseAgreementhavebeenterminated,theAggregateCapital at such time.

“PerformanceGuarantor”meansAshlandandanyotherPersonthatbecomesapartyto the Performance Guarantee as a guarantor thereunder.

“Performance Guarantee” means the Ashland Undertaking, dated as of the Closing Date, by Ashland, as guarantor, in favour of the Administrative Agent for the benefit of the Secured Parties.

“Person” means an individual, partnership, corporation (including a business trust), jointstockcompany,trust,unincorporatedassociation,jointventure,limitedliabilitycompany or other entity, or any Governmental Authority.

“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 portion of such Capital being funded or maintained by such Purchaser by reference to a particular interest rate basis.

“Prior Fee Letter” has the meaning given to that term in the 2026 Fee Letter.

“ProgramSupportAgreement”meansandincludesanyLiquidityAgreementandany otheragreemententeredintobyanyProgramSupportProviderprovidingfor:(a)theissuance of one or more letters of credit for the account of any Conduit Purchaser, (b) the issuance of one or more surety bonds for which any Conduit Purchaser is obligated to reimburse the applicableProgramSupportProviderforanydrawingsthereunder,(c)thesalebyanyConduit PurchasertoanyProgramSupportProviderofanyCapital(orportionsthereof

37

orparticipation 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 the Receivables Purchase Agreement, together with any letter of credit, surety bond or other instrument issued thereunder.

“Program Support Provider” means and includes, with respect to any Conduit Purchaser, any Liquidity Provider and any other Person (other than any customer of such ConduitPurchaser)noworhereafterextendingcreditorhavingacommitmenttoextendcredit to or for the account of, or to make purchases from, such Conduit Purchaser pursuant to any Program Support Agreement.

“Purchase and Sale Agreements” means together the French Purchase and Sale Agreement, the German Purchase and Sale Agreement, the Italian Purchase and Sale Agreement, the Singapore Purchase and Sale Agreement, the Spanish Purchase and Sale Agreement, the Swiss Purchase and Sale Agreement, the UK Purchase and Sale Agreement and the Irish Purchase and Sale Agreement and each a “Purchase and Sale Agreement”.

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

“PurchaserParty”meanseachPurchaser,theAdministrativeAgentandeachGroup Agent.

“Purchasers” means the Conduit Purchasers and the Committed Purchasers.

"QualifyingPerson”meansapersonwhichatthetimethepaymentismade,is beneficiallyentitledtotheinterestpayabletothatpersoninrespectofanadvanceundera Transaction Document:

(a) whichisabankwithinthemeaningofsection246(3)oftheTaxesConsolidation Act 1997 (the “TCA”) which is carrying on a bona fide banking business in Ireland for the purposes of section 246(3)(a) of the TCA; or

(b) whichisa company (withinthemeaning of Section246 of the TCA);

(i) which,byvirtueofthelawofaRelevantTerritoryisresidentinthe Relevant Territory for the purposes of tax and that jurisdiction imposes a tax that generally applies to interest receivable in that jurisdiction by companies from sources outside that jurisdiction; or

(ii) inreceipt ofinterestunder aTransaction Document which:

(A) is exempted from the charge to Irish income tax pursuant to the terms of a double taxation treaty entered into between Ireland and another jurisdiction that is in force on the date the relevant interest is paid; or

(B) wouldbeexemptedfromthechargetoIrishincometaxpursuant to the terms of a double taxation treaty entered into between Ireland and another jurisdiction signed on or before the date on

38

which the relevant interest is paid but not in force on that date, assuming that treaty had the force of law on that date;

providedthat,inthecaseofboth(i)and(ii)above,suchcompanydoes notprovideitscommitmentinconnectionwithatradeorbusinesswhich is carried on in Ireland through a branch or agency in Ireland; or

(c) which is a company that is incorporated in the U.S.A. and is subject to tax on its worldwide income provided that such company does not provide its commitmentinconnectionwithatradeorbusinesswhichiscarriedoninIreland through a branch or agency in Ireland; or

(d) whichisaU.S.LLC,wheretheultimaterecipientsoftheinterestpayabletothat LLC satisfy the requirements set out in (ii) or (iii) above and the business conductedthroughtheLLCissostructuredfornon-taxcommercialreasonsand not for tax avoidance purposes, provided that such LLC does not provide its commitment in connection with a trade or business which is carried on by it in Ireland through a branch or agency in Ireland; or

(e) whichisa company (withinthemeaning of Section246 of the TCA);

(i) whichadvancesmoneyintheordinarycourseofatradewhichincludes the lending of money;

(ii) inwhosehandsanyinterestpayableinrespectofmoneysoadvancedis taken into account in computing the trading income of that company;

(iii) whichhascompliedwiththenotificationrequirementssetoutinSection 246(5)(a) of the TCA; and

(iv) whoselending officeislocatedin Ireland; or

(f) whichisaqualifyingcompany(withinthemeaningofsection110oftheTCA); or

(g) whichisaninvestmentundertaking(withinthemeaningofSection739Bofthe TCA); or

(h) whichisanexemptapprovedscheme(withinthemeaningofSection774ofthe TCA); or

(i) whichisapersoninrespectofwhichtheSellerisa51percentsubsidiarywithin the meaning of Section 410 of the TCA; (ii) such person is resident in Ireland for tax purposes and (iii) the profits on any sale or assignment of any loan by such person would not be treated as a trading receipt.

“Rate Determination Date” means two (2) Business Days prior to the commencement ofsuchYieldPeriod(orsuchotherdayasisgenerallytreatedastheratefixingdaybymarket practice in such interbank market, as determined by the Administrative Agent; provided that, totheextentsuchmarketpracticeisnotadministrativelyfeasiblefortheAdministrativeAgent,

39

then“RateDeterminationDate”meanssuchotherdayasotherwisereasonablydeterminedby the Administrative Agent).

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

“Receivable” means any present, future or contingent right to payment of a monetary obligation, whether or not earned by performance, owed to any Originator or the Seller (as assigneeofanOriginator),whetherconstitutinganaccount,chattelpaper,paymentintangible, instrument or general intangible, in each instance arising in connection with the sale of goods thathavebeenoraretobesoldorforservicesrenderedortoberendered,andincludes,without limitation, the obligation to pay any service charges, finance charges, interest, fees, tax, duty and other charges with respect thereto.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 any such right to payment arising from any other transaction.

“Receivables Pool” means, at any time of determination, all of the then outstanding Receivables (including both Sold Receivables and Unsold Receivables) transferred (or purported to be transferred) to the Seller pursuant to the Purchase and Sale Agreements prior to the Termination Date.

“Regulation” means Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast).

“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 the Receivables Purchase 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 Assumption Agreement or otherwise pursuant to the Receivables Purchase Agreement becomes,includedasaConduitPurchaserinsuchCommittedPurchaser’sGroup,asdesignated on its signature page hereto or in such Assignment and Acceptance Agreement, Assumption Agreement or other agreement executed by such Committed Purchaser, as the case may be.

“RelatedRights”hasthemeaning setforthin eachPurchase andSale Agreement.

“RelatedSecurity”means, with respectto any Receivable:

(a) alloftheSeller’sandeachOriginator’sinterestinanygoods(including ReturnedGoods),anddocumentationoftitleevidencingtheshipmentorstorageofanygoods (including Returned Goods), the sale of which gave rise to such Receivable;

(b) allinstrumentsandchattelpaperthatmayevidencesuchReceivable;

(c) all letter of credit rights, 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 filings relating thereto;

40

(d) alloftheSeller’sandeachOriginator’srights,interestsandclaimsunder 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 paymentofsuchReceivableorotherwiserelatingtosuchReceivable,whetherpursuanttothe Contract related to such Receivable or otherwise;

(e) all books and records of the Seller and each Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (butnotobligations)inandtoallCollectionAccountsand/orSellerCollectionAccounts,into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds;

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

(g) allCollectionsandotherproceedsofanyoftheforegoing.

“Release”hasthemeaningsetforthinSection3.01(a)oftheReceivablesPurchase Agreement.

“RelevantRate”means

(a) with respect to any Investment denominated in Dollars, Daily 1M SOFR (or, in the event that Daily 1M SOFR is not available at such time for any reason as determined by the Administrative Agent in its sole discretion, Daily Simple SOFR) at the relevant time specified in the definition of Daily 1M SOFR, or in the case of Daily Simple SOFR, on each SOFR Day,

(b) withrespectto any Investmentdenominated in Sterling, SONIA;

(c) withrespectto any Investmentdenominated in Euros, EURIBOR;

(d) withrespecttoanyInvestmentmadebyaConduitPurchaser,theCP Rate;

(e) withrespecttoanyInvestmentdenominatedinanAlternativeCurrency (other than Sterling or Dollars) and such Investment will bear interest at a term rate, the term rateperannumasdesignatedwithrespecttosuchAlternativeCurrencyatthetimesuch Alternative Currency is approved by the Administrative Agent and the relevant Purchasers pursuanttoSection1.05(a)oftheReceivablesPurchaseAgreementplustheadjustment(ifany) determined by the Administrative Agent and the relevant Purchasers pursuant to Section1.05(a)of the Receivables Purchase Agreement; and

(f) withrespecttoanyInvestmentdenominatedinanAlternativeCurrency (other than Sterling or Dollars) and such Investment will bear interest at a daily rate, the daily rate per annum as designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the Administrative Agent and the relevant Purchasers pursuanttoSection1.05(a)oftheReceivablesPurchaseAgreement(provided,that,ifsuchrate shallbelessthanzero,suchrateshallbedeemedzero)plustheadjustment(ifany)determined by the Administrative Agent and the relevant Purchasers pursuant to Section 1.05(a)of the Receivables Purchase Agreement;

41

as applicable, provided, that, if any Relevant Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

“RelevantTerritory”means:

(a) amemberstateof theEuropeanCommunities(otherthanIreland); or

(b) to the extent not a member state of the European Communities, a jurisdiction with which Ireland has entered into a double taxation treaty that either has the forceoflawbyvirtueofsection826(1)oftheTCAorwhichwillhavetheforce of law on completion of the procedures set out in section 826(1) of the TCA.

“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, or custodially detained, penalized or the subject of an assessment for a penalty, or enters into a settlement with a Governmental Authority in connection with any sanctions or other Anti-Terrorism Law or Anti-Corruption law, or any predicate crime to any Anti-TerrorismLaworAnti-CorruptionLaw;(b)anyCoveredEntityengagesinatransaction that has caused any Purchaser Party to be in violation of any Anti-Terrorism Laws, or, to the Covered Entity’s knowledge, involves a Covered Entity’s use of any proceeds of the Investments to fund any operations in, finance any investments or activities in, or, make any paymentsto,directlyorknowingly,indirectly,aSanctionedPersonorSanctionedJurisdiction; or (c) to the Seller’s or any Servicer’s knowledge, any Seller Collateral becomes Embargoed Property.

“ReportableEvent”meansanyreportableeventasdefinedinSection4043(c)ofERISA 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” has the meaning set forth in Section 11.06(c)of the Receivables Purchase Agreement.

“ResponsibleOfficer”means:(a)inthecaseofacorporation,itspresident,seniorvice president,anyvicepresidentortreasurer,assistanttreasurer,anymanagerofdebt,and,inany casewheretwoResponsibleOfficersareactingonbehalfofsuchcorporation,thesecondsuch ResponsibleOfficermaybeasecretaryorassistantsecretary;(b)inthecaseofalimitedpartnership, 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 vice president, senior vice president, or vice president of such limited liability company or of the manager, managing member or sole member of such limited liability company, acting on behalf of such manager, managing member or sole member in its capacity as manager, managing member or solemember, and (d) inthe caseof a general partnership, thechairman, chief executive officer, president, chief operating officer, chief financial officer, treasurer, assistant treasurer, executive vice president, senior vice president, or vice president, or, if individuals, any of the partners of such general partnership.

“RestrictedPayments”hasthemeaningsetforthinpara(q)ofSchedule4(Covenants)Part 1 (Covenants of the Seller) of this Agreement.

42

“ResolutionAuthority”meansanEEAResolutionAuthorityor,withrespecttoanyUK Financial Institution, a UK Resolution Authority.

“Retained Regulation” means the Regulation as it applies under English law, taking into account: (i) its having become part of English domestic law on and after 11:00 p.m. (UK time) on 31 December 2020 (“IP completion day”) pursuant to the European Union (Withdrawal) Act 2018 (“EUWA”); and (ii) any modifications to it that have taken effect on orafterIPcompletiondaypursuanttotheEUWAorotherwiseunderEnglishlaw(butnot,for theavoidanceofdoubt,anymodificationstoitthathavetakeneffectonorafterIPcompletion day under European Union law).

“Returned Goods” means all right, title and interest in and to returned, repossessed or foreclosedgoodsand/ormerchandisethesaleofwhichgaverisetoaReceivable;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.

“Revaluation Date” means with respect to any Investment, each of the following: (i) each date of an Investment, (ii) each Settlement Date, and (iii) such additional dates as the Administrative Agent shall determine or the Majority Group Agents shall require.

“PRA”meansthePrudentialRegulationAuthority.

“PRARulebook”meanstherulebook ofpublishedpolicyofthePRA.

“PRA Securitisation Rules” or “PRASR” means the Securitisation Part of the PRA Rulebook.

“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.

“SalesBasedDefaultRatio”meanstheratio(expressedasapercentageandroundedto the 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 sum of (without duplication) (i) the aggregate Outstanding BalanceofallPoolReceivablesthatbecameDeemedDefaultedReceivablesduringsuchFiscal Month, and (ii) the aggregate amount of all Pool Receivables that became Charged-Off ReceivablesduringsuchFiscalMonth,by(b)theaggregateOutstandingBalanceofallPoolReceivablesgeneratedbytheOriginatorsduringtheseventhFiscalMonthpriortosuchFiscal Month of determination, provided, however, that in the case of (i) and (ii) above such amount shall be calculated without giving effect to any netting of credits that have not been matched toaparticularReceivableforthepurposesofagedtrialbalancereporting.Notwithstandingthe definition of “Deemed Defaulted Receivable” or any other provision of the Transaction Documents,forthepurposesofcalculatingtheSalesBasedDefaultRatio(andanyotherratio or calculation that relies on the aggregate amount of Pool Receivables that have been deemed to be Deemed Defaulted Receivables) in respect of the 2026 Deemed Defaulted Receivables only, the aggregate Outstanding Balance of all Pool Receivables that became Deemed Defaulted Receivables during each such Fiscal Month shall be deemed to be €234,284.00 (as suchfigurerepresentsthelasttwelvemonthsaverageDeemedDefaultedReceivablesasatMay 2026) in lieu of the actual reported amount for each such Fiscal Month.

43

“Sanction(s)” means any sanction administered or enforced by the United States Government (including without limitation, OFAC), the United Nations Security Council, the European Union, His Majesty’s Treasury (“HMT”) or other relevant sanctions authority.

“Sanctioned Jurisdiction” means any country, territory, or region that is the subject of comprehensive sanctions administered by OFAC (as of the date hereof, consisting of Cuba, Iran, North Korea, Syria, Russia and the following regions of Ukraine: Crimea, Donetsk and Luhansk).

“Sanctioned Person”means (a) a Person that is the subject of sanctions administered byOFACortheU.S.DepartmentofState(“State”),includingbyvirtueofbeing(i)namedon OFAC’s list of “Specially Designated Nationals and Blocked Persons”; (ii) organized under the laws of, ordinarily resident in, or physically located in a Sanctioned Jurisdiction; or (iii) ownedorcontrolled50%ormoreintheaggregate,byoneormorePersonsthatarethesubject ofsanctionsadministeredbyOFAC;(b)aPersonthatisthesubjectofsanctionsmaintainedby the European Union (“E.U.”), including by virtue of being (i) named on the E.U.’s “Consolidatedlistofpersons,groupsandentitiessubjecttoE.U.financialsanctions”orother, similarlists;or(ii)ownedorcontrolled50%ormoreintheaggregate,byoneormorePersons that are the subject of sanctions administered by the E.U.; (c) a Person that is the subject of sanctionsmaintainedbytheUnitedKingdom(“U.K.”),includingbyvirtueofbeing(i)named onthe“ConsolidatedListOfFinancialSanctionsTargetsintheU.K.”orother,similarlistsor (ii) owned or controlled 50% or more in the aggregate, by one or more Persons that are the subject of sanctions administered by the U.K.; (d) a Person that is the subject of sanctions imposedbyanyGovernmentalAuthorityofajurisdictionwhoselawsapplytothisAgreement or(e)aPersonactingorpurportingtoactonbehalfofanyofthepersonslistedinparagraphs

(a) to (d) above.

“Scheduled Termination Date” means 21 September 2029, as such date may be extended from time to time.

“ScheduledUnavailabilityDate”hasthemeaningsetforthinSection4.05(c)(ii)ofthe Receivables Purchase Agreement.

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

“SECN”meansthesecuritisation sourcebookoftheFCAHandbook.

“SecuredParties”meanseachPurchaserParty,eachSellerIndemnifiedPartyandeach Affected Person.

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

“Security Document” means, each Collection Account Declaration of Trust, each Collection Account Pledge Agreement, the UK Security Agreement, the Seller Share Charge, the JPM Bank Account Control Agreement and any other security document that may at any time be given as security for any of the Seller Obligations pursuant to or in connection with any Transaction Document.

44

“Seller”hasthemeaningspecifiedinthepreambletothisAgreement.

“Seller Collateral” means the security interests granted to the Administrative Agent pursuant to Clause 3.4 (Unsold Assets) of the UK Security Agreement.

“Seller Collection Accounts”means each account listed on ScheduleIIto the Receivables Purchase Agreement as a Seller Collection Account (as such schedule may be modifiedfromtimetotimeinconnectionwiththeclosingoropeningofanySellerCollection Account in accordance with the terms hereof) (in each case, in the name of the Seller)

“Seller Guarantee” has the meaning set forth in Section 10.01 of the Receivables Purchase Agreement.

“Seller Indemnified Amounts” has the meaning set forth in para (a) of Schedule 5 (Indemnities) Part 1 of this Agreement.

“Seller Indemnified Party” has the meaning set forth in para (a) of Schedule 5 (Indemnities) Part 1 of this Agreement.

“SellerObligationFinalDueDate”meansthedatethat(i)isonehundredeighty(180) daysfollowingtheScheduledTerminationDateor(ii)suchearlierdateonwhichtheAggregate Capital becomes due and payable pursuant to Section 7.01of the Receivables Purchase Agreement.

“Seller Obligations” means all present and future indebtedness, reimbursement obligations, and other liabilities and obligations (howsoever created, arising or evidenced, whetherdirectorindirect,absoluteorcontingent,ordueortobecomedue)oftheSellertoany 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 contemplated hereby or thereby, and shall include, without limitation, all obligations of the Seller in respect of the Seller Guarantee and the payment of all Capital, Yield, Fees and other amounts due or to become due under the Transaction Documents (whether in respect of fees, costs,expenses,indemnificationsorotherwise),including,withoutlimitation,interest,feesand other obligations that accrue after the commencement of any Insolvency Proceeding with respect to the Seller (in each case whether or not allowed as a claim in such proceeding).

“SellerParties” means, collectively, Ashland,theParent,theSellerand each Originator.

“Seller Share Charge” means the Irish law share charge in respect of, among other things, the entire issued share capital of the Seller and granted by the Parent in favour of the Administrative Agent.

“Servicer”hasthemeaning setforthinthepreambletothisAgreement.

“ServicerDefault”meanstheoccurrence ofany oneor moreof thefollowing events:

(a) TheServicer(i)totheextentrequiredhereunderonbehalfoftheSeller, shall fail to pay when due, any accrued Yield or to make any reduction or repayment of the Capitalandsuchfailurecontinuesforone(1)BusinessDay,(ii)shallfailtotransferCollections receivedbytheServiceroranyOriginatortoaCollectionAccountorSellerCollectionAccount (as applicable) at such times required under the terms of any Transaction Document and such failure continues for two (2) Business Days, (iii) shall default in the performance of any

45

payment (other than those covered by clauses (i)and (ii)above) or shall fail to observe or performinanymaterialrespectanyterm,covenantoragreementunderparab(ii)(InformationPackages and Weekly Reports) of Schedule 4 (Covenants) Part 2 (Covenants of the Servicer and Ashland Sub-Servicers) 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 para d(conduct of business), para g(payments onreceivables,collectionaccounts),parah(Extensionoramendmentofpoolreceivables),parai(changeincreditandcollectionpolicy)orparal(changeinpaymentinstructionstoobligors) of Schedule 4 Part 2 (Covenants of the Servicer and Ashland Sub-Servicers) (any of the preceding parenthetical phrases in this clause (a)are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof), (v) shall fail to observe or perform any other term, covenant or agreement to be observed or performed by it under Section 3.01of the Receivables Purchase Agreement, or (vi) shall fail to observe or performinanymaterialrespectanyotherterm,covenantoragreementhereunderorunderany of the other Transaction Documents to which such Person is a party or by which such Person isbound,andsuchfailureinthecaseofthisclause(a)shallremainunremediedforthirty(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 any 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(exceptanyrepresentation 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 shallremainuncuredforthirty(30)daysaftertheearliertooccurof(i)receiptofnoticethereof 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 subjecttoaDeemedCollectionandallrequiredamountswithrespecttosuchReceivablehave been deposited into a Collection Account; or

(c) anyInsolvencyProceedingshallbeinstitutedbyoragainsttheServicer or any of its Material Subsidiaries.

“Servicer Indemnified Amounts” has the meaning set forth in para (a) of Schedule 5 (Indemnities) Part 2 of this Agreement.

“Servicer Indemnified Party” has the meaning set forth in para (a) of Schedule 5 (Indemnities) Part 2 of this Agreement.

“Servicing Fee” means the fee referred to in Section 6.06(a)of the Receivables Purchase Agreement.

“SettlementDate”meanswithrespecttoanyPortionofCapitalforanyYieldPeriodor any Yield or Fees, (i) so long as no Event of Termination has occurred and is continuing and theTerminationDatehasnotoccurred,thefollowingMonthlySettlementDateand(ii)onand after the Termination Date or if an Event of Termination has occurred and is continuing, each dayselectedfromtimetotimebytheAdministrativeAgent(withtheconsentoratthedirection of the Majority Group Agents) (it being understood that the Administrative Agent (with the consent or at the direction of the Majority Group Agents) may select such

46

Settlement Date to occurasfrequentlyasdaily),or,intheabsenceofsuchselection,theMonthlySettlementDate.

“Short-TermRe-AgedReceivable”meansaReceivablewhichhasbeensubjectto(i)a paymenttermextensionoflessthan30daysbeyonditsoriginalduedateand(ii)nomorethan one payment term extension of any length beyond its original due date.

“Singapore Collection Account Pledge Agreement” means, with respect to any Collection Account in Singapore, any in rem security in the form of a pledge agreement satisfactory to the Administrative Agent, entered into by (1) the Singaporean Originator as pledgor, (2) the Seller as pledgee and (3) the Administrative Agent.

"SingaporePurchaseandSaleAgreement”meanstheSingaporelawpurchaseandsale agreementdatedasoftheClosingDate,betweentheSingaporeanOriginator,theServicerand the Seller.

“SOFR” means, with respect to any applicable determination date, the Secured Overnight Financing Rate published on the second U.S. Government Securities Business Day preceding such date by the SOFR Administrator on the Federal Reserve Bank of New York’s website(oranysuccessorsource);providedhoweverthatifsuchdeterminationdateisnota U.S.GovernmentSecuritiesBusinessDay,thenSOFRmeanssuchratethatappliedonthefirst U.S.GovernmentSecuritiesBusinessDayimmediatelypriorthereto.

“SOFR Administrator” means the Federal Reserve Bank of New York, as the administrator of SOFR, or any successor administrator of SOFR designated by the Federal ReserveBankofNewYorkorotherPersonactingastheSOFRAdministratoratsuchtimethat is satisfactory to the Administrative Agent.

“SOFR Floor” means a rate of interest per annum equal to zero basis points (0.00%).

“SOFRScheduledUnavailabilityDate”hasthemeaningsetforthinSection4.05(b)(ii) oftheReceivablesPurchaseAgreement.

“SOFRSuccessorRate”hasthemeaningsetforthinSection4.05(b)ofthe Receivables Purchase Agreement.

“SoldAssets”hasthemeaningsetforthinSection2.01(b)oftheReceivablesPurchase Agreement.

“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 pursuant to the Receivables Purchase Agreement and (iii) all additional Pool Receivables designated as “Sold Receivables” and transferred by the Seller pursuant to Section 2.01(b)of the Receivables Purchase Agreement in connection with a ReleaseascontemplatedbythefirstparagraphinSection3.01(a)oftheReceivablesPurchase Agreement.

47

“Solvent”means,withrespecttoanyPersonandasofanyparticulardate,(i)thepresent fair market value (or present fair saleable value) of the assets of such Person is not less than thetotalamountrequiredtopaytheprobableliabilitiesofsuchPersononitstotalexistingdebts andliabilities(includingcontingentliabilities)astheybecomeabsoluteandmatured,(ii)such Person is able to realize upon its assets and pay its debts and other liabilities, contingent obligationsandcommitmentsastheymatureandbecomedueinthenormalcourseofbusiness, (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 engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged.

“SONIA” means, with respect to any applicable determination date, the Sterling Overnight Index Average Reference Rate published on the second Business Day preceding such date on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time);providedhoweverthatifsuchdeterminationdateisnotaBusinessDay,SONIAmeans such rate that applied on the first Business Day immediately prior thereto.

“SpanishCollectionAccountPledgeAgreement”means,withrespecttoanyCollection AccountinSpain,anyinremsecurityintheformofapledgeagreemententeredintoeither(i) by any Originator as pledgor and the Seller as pledgee or (ii) the Seller as pledgor and the Administrative Agent as pledgee and acknowledged by the related Collection Account Bank.

"Spanish Purchase and Sale Agreement” means the Spanish law purchase and sale agreement dated as of the Closing Date, between the Spanish Originator, the Servicer and the Seller.

“SpecialConcentrationLimit”hasthemeaningsetforthinthedefinitionof Concentration Percentage.

“SpecialObligor”hasthemeaningsetforthinthedefinitionofConcentration Percentage.

"SpecialObligorCountry”meanseachofEgypt,IndiaandTurkeyunlessaStatus Revocation as a Special Obligor Country has occurred.

“Specified Default” has the meaning given to that term in the 2026 Fee Letter.

"StatusRevocation”meanstherevocationofanEligibleObligorCountry’sstatusasan IdentifiedObligorCountryorSpecialObligorCountry(asapplicable),whichshalloccurwhen theAdministrativeAgentoranyGroupAgentelectstoreducethepercentageapplicableforthe relevant Eligible Obligor Country to the then applicable percentage specified for such EligibleObligorCountryintheEligibleObligorCountryRatingsGridinaccordancewiththe definition of Excess Concentrations.

“Sterling” or “£” means pounds sterling, the official currency of the United Kingdom.

“SterlingSublimit”means,inrelationtoanyCapitaldenominatedinSterling,upto £10,000,000.

48

“StructuringAgent”meansBankofAmerica.

“Sub-Servicer”hasthemeaningsetforthinSection6.01(e)oftheReceivablesPurchase Agreement.

"Sub-Servicing Agreement” means the sub-servicing agreement, entered into between the Servicer, the French Originator, the German Originator, the Italian Originator, the Singaporean Originator, the Spanish Originator, the Swiss Originator, the UK Originator and the Administrative Agent dated on or about the Closing Date.

“Successor Rate” has the meaning set forth in Section 4.05(c)of the Receivables Purchase Agreement.

“SubordinatedLender”meanstheGerman Originator.

“Subordinated Loan” has the meaning set forth in the Subordinated Loan Agreement. “Subordinated Loan Agreement” means the subordinated loan agreement between the GermanOriginator andthe Seller datedthe Closing Date.

“Subsidiary” means, as to any Person, a corporation, partnership, limited liability companyorotherentityofwhichsharesofstockofeachclassorotherinterestshavingordinary voting power (other than stock or other interests having such power only by reason of the happeningofacontingency)toelectamajorityoftheBoardofDirectorsorothermanagersof suchentityareatthetimeowned,ormanagementofwhichisotherwisecontrolled:(a)bysuch Person,(b)byoneormoreSubsidiariesofsuchPersonor(c)bysuchPersonandoneormore Subsidiaries of such Person.

“Swiss Collection Account Declaration of Trust” means an English law declaration of trust, dated as of the Closing Date, between the Swiss Originator, the Administrative Agent and the Seller.

“Swiss Collection Account Pledge Agreement” means, with respect to any Collection AccountinSwitzerland,anyinremsecurityintheformofapledgeagreementoranassignment for security purpose entered into either (i) by any Originator as pledgor and the Seller as pledgee or (ii) the Seller as pledgor and the Administrative Agent as pledgee.

"Swiss Purchase and Sale Agreement” means the Swiss law purchase and sale agreementdatedasoftheClosingDate,betweentheSwissOriginator,theGermanOriginator, the Servicer and the Seller.

“SwissWithholdingTax”meansanytaxesimposedundertheSwissWithholdingTax Act.

"Swiss Withholding Tax Act" means the Swiss FederalActon Withholding Tax of 13 October 1965 (Bundesgesetz über die Verrechnungssteuer), together with the related ordinances, regulations and guidelines, as amended from time to time.

“T2” means the real time gross settlement system operated by the Eurosystem, or any successor system.

“TARGETDay”meansanydayonwhichT2isopenforthesettlementofpaymentsin Euro.

49

“Taxes”meansanyandallpresentorfuturetaxes,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).

“TermSOFRReferenceRate”shallmeantheforward-lookingtermratebasedon SOFR.

“TerminationDate”meanstheearliesttooccurof(a)theScheduledTerminationDate, (b) the date on which the “Termination Date” is declared or deemed to have occurred under Section7.01oftheReceivablesPurchaseAgreementand(c)thedateselectedbytheSelleron which all Commitments have been reduced to zero pursuant to Section 2.02(d)of the Receivables Purchase Agreement.

“Total Reserves” means, at any time of determination, an amount equal to the product of(A)theNetReceivablesPoolBalanceatsuchtimeand(B)thegreaterof(a)12.0%and(b) the sum of: (x) the Yield and Servicing Reserve Percentage, (y) the greater of (I) the sum of theConcentrationReservePercentageplustheMinimumDilutionReservePercentageand(II) thesumoftheLossReservePercentageplustheDilutionReservePercentage,eachasineffect at such time.

“Transaction Documents” means this Agreement, the Receivables Purchase Agreement, each Purchase and Sale Agreement, the JPM Account Control Agreement, each CollectionAccountDeclarationofTrust,eachCollectionAccountPledgeAgreement,thePrior Fee Letter, the 2026 Fee Letter, the UK Security Agreement, the Intercompany Loan Agreement, the Subordinated Loan Agreement, the Performance Guarantee, the Seller Share Charge, the Sub-Servicing Agreement and all other certificates, instruments, reports, notices, agreementsanddocumentsexecutedordeliveredunderorinconnectionwiththisAgreement.

“Transaction Information” means any information provided to any Rating Agency, in each case, to the extent related to such Rating Agency providing or proposing to provide a rating of any Commercial Paper or monitoring such rating including, without limitation, information in connection with the Seller, the Originator, the Servicer or the Receivables.

“Transparency Requirements” means the requirements set out at Article 7 of the EU SecuritisationRegulations,togetherwithanyregulatorytechnicalstandards,implementingtechnicalstandardsandofficialguidancerelatingtoArticle7oftheEUSecuritisationRegulations as may be published from time to time.

“UnmaturedEventofTermination”meansaneventthatbutfornoticeorlapseoftime or both would constitute an Event of Termination.

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

50

“UK Collection Account Declaration of Trust” means an English law declaration of trust, dated as of the Closing Date, between the UK Originator, the Administrative Agent and the Seller.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined underthePRARulebook(asamendedfromtimetotime)promulgatedbytheUnitedKingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority,whichincludescertaincreditinstitutionsandinvestmentfirms,andcertainaffiliates of such credit institutions or investment firms.

"UK Purchase and Sale Agreement” means the English law purchase and sale agreementdatedasoftheClosingDate,betweentheUKOriginator,theServicerandtheSeller.

"UK Receivable” means any Receivable that is either (i) originated by the UK Originatoror(ii)theObligorofwhichisincorporated,organizedorexistingunderthelawsthe United Kingdom.

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

"UK Securitisation Framework” means the UK SR 2024, SECN and the PRA Securitisation Rules, together with the relevant provisions of the FSMA, each as in force on the Closing Date and as amended from time to time.

“UK SR 2024” means the UK’s Securitisation Regulations 2024 (SI 2024/102), as amended.

"UK Security Agreement” means the English law security agreement entered into on or around the date of this agreement between the Seller and the Administrative Agent.

“Ultra-High Risk Country” means each of Sudan, Iran, Cuba, Syria and North Korea. “U.S.GovernmentSecuritiesBusinessDay”meansanydayexceptfor(A)aSaturday, (B) aSundayor(C)adayonwhichtheSecuritiesIndustryandFinancialMarketsAssociation recommendsthatthefixedincomedepartmentsofitsmembersbeclosedfortheentiredayfor purposes of trading in United States government securities.

“U.S. Tax Compliance Certificate” has the meaning set forth in Section 4.03(f)(ii)(B)(3) of the Receivables Purchase Agreement.

"VAT"means:

(a) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

(b) anygoodsandservicestaxandanyothertaxofasimilarnature,whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in clause (a) above, or imposed elsewhere.

51

“VolckerRule”meansSection13oftheU.S.BankHoldingCompanyActof1956,as amended, and the applicable rules and regulations thereunder.

“Weekly Report” means a report, in substantially the form of Exhibit Iof the Receivables Purchase Agreement.

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

“Yield” means an amount payable to each Purchaser in respect of its Capital accruing on 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)of the Receivables Purchase Agreement.

“Yield Period” means with respect to any Portion of Capital, (i) initially the period commencing on (and including) the date of the initialInvestment with respect to such Portion ofCapitalandendingon(andincluding)thelastdayofthecurrentFiscalMonth,and (ii)thereafter, each period commencing on (and including) the first day of each Fiscal Month and ending on (and including) the last day of each Fiscal Month; providedthat

(A) in the case of any Yield Period with respect to any Portion of Capital that commences before the Termination Date and would otherwise end on a date occurring after the Termination Date, such Yield Period shall end on such Termination Date and the duration ofeachYieldPeriodwhichcommencesonoraftertheTerminationDate shallbe ofsuchduration asshallbeselected bysuch 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 (andincluding)thedateofsuchterminationandendingon(butexcluding) the next following Settlement Date, and shall accrue Yield by reference to LMIR.

52

“YieldRate”means,subjecttoSection2.03andSection4.05oftheReceivables Purchase Agreement, for any day in any Yield Period for any Capital (or portion thereof):

(a) if no Event of Termination is then continuing and the Administrative Agenthasnotelected(initssolediscretion)fortheYieldRateforsuchCapital(orany Capital) to be determined pursuant to clause (b)below, the Relevant Rate plusany additional margin or spread agreed in the Fee Letter for such Yield Period

(b) if an Event of Termination is then continuing and the Administrative Agent has 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 Relevant Rate and (y) the Base Rate for such day or such Yield Period (as applicable) (plus, in allcircumstances,anyadditionalmarginorspreadimposedpursuanttoSection2.03(e)oftheReceivablesPurchaseAgreementplusanyadditionalmarginorspreadagreedin the Fee Letter).

“YieldandServicingReservePercentage” meansatanytimeof determination:

Other Interpretative Matters.All accounting terms not specifically defined herein shall be construed in accordance with GAAP.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.For purposes of this Agreement, the other Transaction Documents and all such certificates and other documents, unlessthecontextotherwiserequires:(a)referencestoanyamountasondepositoroutstanding on any particular date means such amount at the close of business on such day; (b) the words “hereof,”“herein”and“hereunder”andwordsofsimilarimportrefertosuchagreement(orthe 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 references to Articles, Sections, Schedules, Exhibits and Annexes in or to such agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause or other subdivision withinanySectionordefinitionrefertosuchparagraph,subsection,clauseorothersubdivision ofsuchSectionordefinition;(d)theterm“including”means“includingwithoutlimitation”; (e) references to any Applicable Law refer to that Applicable Law as amended from time to time and include any successor Applicable Law; (f)references to any agreement refer to that agreementasfromtimetotimeamended,restatedorsupplementedorasthetermsofsuchagreement are waived or modified in accordance with its terms; (g) references to any Person include that Person’s permitted successors and assigns; (h)headings are for purposes of

53

reference only and shall not otherwise affect the meaning or interpretation of any provision hereof;(i)unlessotherwiseprovided,inthecalculationoftimefromaspecifieddatetoalater specified date, the term “from” means “from and including”, and the terms “to” and “until” eachmeans“tobutexcluding”;(j)termsinonegenderincludetheparalleltermsintheneuter and opposite gender; (k) references to any amount as on deposit or outstanding on any particulardatemeanssuchamountatthecloseofbusinessonsuchdayand(l)theterm“or”is not exclusive.

1. AgreementsandStatutes.AnyreferenceinthisMasterFrameworkAgreement to:

(a) this Master Framework Agreement, any Transaction Document or any other agreementordocumentshallbeconstruedasareferencetothisMasterFrameworkAgreement, such Transaction Document or, as the case may be, such other agreement or document as the samemayhavebeen,ormayfromtimetotimebe,amended,varied,novatedorsupplemented; and

(b) astatute,treaty,regulationorotherlawshallbeconstruedasareferencetosuch statute, treaty, regulation or other law as the same may have been, or may from time to time be, amended varied, supplemented or re-enacted.

2. Action, Remedy or Judicial Proceeding.References in any Transaction Document to any action, remedy or method of judicial proceeding for the enforcement of the rights of creditors shall be deemed to include, in respect of any jurisdiction other than England, references to such action, remedy or method of judicial proceeding for the enforcement of the rightsofcreditorsavailableorappropriateinsuchjurisdictionasshallmostnearlyapproximate to such action, remedy or method of judicial proceeding described or referred to in such Transaction Document.

54

SCHEDULE 2

COMMONTERMS

Part 1

GeneralLegalTerms

1. Further Assurance.Each Party (in this context, an "Obligor") shall (at such Party's cost and subject as provided in that or any other Transaction Documents, save that the Administrative Agent shall not be obliged to expend its own funds nor obliged to take any actionordoanythingunlessindemnifiedand/orsecuredand/orprefundedtoitssatisfactionin respectofthecostsofdoingso)doandexecute,orarrangeforthedoingandexecutingof,each necessary act, document and thing reasonably within its power and as may be reasonably requested of it by another Party (in this context, an "Obligee") in such Transaction Document to implement and/or give effect to such Transaction Document and the transactions contemplated by it.

2. EntireAgreement

(a) The Transaction Documents, and any document referred to in the TransactionDocuments,constitutetheentireagreementandunderstandingbetweentheParties relating to the subject matter of the Transaction Documents and set out all the terms of any agreements, arrangements, and transactions between the Parties.

(b) EachPartyagreesthat:

(i) it has not entered into any of the Transaction Documents in reliance upon any representation, warranty or undertaking of any other Party which is not expressly set out or referred to in one of the Transaction Documents;

(ii) except in respect of an express warranty under any of the Transaction Documents, it shall not have any claim or remedy in respect of any misrepresentation(whethernegligentorotherwise,andwhethermadepriortoorinany of the Transaction Documents) or untrue statement by any other Party; and

(iii) this Paragraph 2 shall not exclude any liability for fraudulent misrepresentation.

(c) A Party is not liable to another Party (in equity, contract or tort, under the Misrepresentation Act 1967 of the United Kingdom, or in any other way) for a representation that is not set out in any Transaction Document or any document referred to in any Transaction Documents.

(d) NothinginthisParagraph2shallhavetheeffectoflimitingorrestricting any liability of a Party arising as a result of any fraud.

3. ServicesNon-Exclusive

(a) Non-ExclusivitySubject to the provisions of the Transaction Documents, nothing in the Transaction Documents shall prevent any Party from rendering services similar to those provided for in the Transaction Documents to other persons, firms or companies or from carrying on business similar to or in competition with the business of any of the Parties.

55

(b) Existing Businesses Nothing in the Transaction Documents shall prevent any party to the Transaction Documents from carrying on its own business in the manner which it thinks fit, unless, by so doing, it would render itself unable to perform its obligations hereunder in the manner herein contemplated.

4. Amendment.Subject as otherwise provided in any document concerned, a variationofanyTransactionDocumentisvalidonlyifitisinwritingandsignedbyoronbehalf of each Party being a party to such document.

5. ExerciseofRightsandRemedies.

(a) A failure to exercise or delay in exercising a right or remedy provided by any Transaction Document by law does not constitute a waiver of the right or remedy or a waiverofotherrightsorremedies.Nosingleorpartialexerciseofarightorremedyprovided by any Transaction Document by law prevents further exercise of the right or remedy or the exercise of another right or remedy.

(b) ExceptwhereanyTransactionDocumentprovidesotherwise,therights andremediescontainedinaTransactionDocumentarecumulativeandnotexclusiveofrights or remedies provided by law.

6. PartialInvalidity.Theinvalidity,illegalityorunenforceabilityofaprovisionof aTransactionDocumentdoesnotaffectorimpairthecontinuationinforceoftheremainderof such Transaction Document.

7. No Partnership.Except where any Transaction Document provides otherwise, noprovisionofanyTransactionDocumentcreatesapartnershipbetweenanyofthepartiesor makes a Party the agent of another Party for any purpose.Except where anyTransaction Document provides otherwise, a Party has no authority or power to bind, to contract in the name of, or to create a liability for another Party in any way or for any purpose.

8. ContinuationofObligations.Excepttotheextentthattheyhavebeenperformed and except where any Transaction Document provides otherwise, the warranties, representations, indemnities, and obligations contained in any Transaction Document remain in force after the date on which such Transaction Document becomes effective.

9. Assignment and Subcontracting

(a) Each Transaction Document shall be binding upon and enure to the benefit of each Party hereto and its or any subsequent successors and assigns.

(b) Except where any Transaction Document provides otherwise, a Party may not assign or transfer or purport to assign or transfer a right or obligation under any Transaction Document to which it is a party.

(c) Each Party is entering into each Transaction Document to which it is a party for its benefit and not for the benefit of another person save in the case of the Administrative Agent or as expressly stated.

(d) Except where any Transaction Document provides otherwise, a Party maynotsubcontracttheperformanceofanyofitsobligationsunderaTransactionDocument.

56

10. Notice of Assignment.Under the terms of the UK Security Agreement, the Seller has assigned by way of security all its rights, title and interest in and to the Transaction Documents.BysignatureofthisMasterFrameworkAgreement,theotherPartieseachhereby acknowledge and confirm that they have notice of such assignment.

11. Third Party Transaction Rights.Save as where expressly specified to the contrary a person who is not a party to any Transaction Document has no right to enforce any termofsuchTransactionDocumentbutthisdoesnotaffectanyrightorremedyofathirdparty which exists or is available apart from that Act.

12. Bail-in ActionNotwithstanding anything to the contrary in any Transaction Document or in any other agreement, arrangement or understanding among any such parties, eachpartyheretoacknowledgesthatanyliabilityofanyPurchaserthatisanAffectedFinancial Institution arising under any Transaction Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Purchaser that is an Affected Financial Institution; and

(b) theeffectsof anyBail-in Actiononany suchliability, including,if applicable:

(i) areduction in full orin part or cancellationof any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownershipwillbeacceptedbyitinlieuofanyrightswithrespecttoany suchliabilityunderthisAgreementoranyotherTransactionDocument; or

(iii) thevariationofthetermsofsuchliabilityinconnectionwiththeexercise oftheWrite-DownandConversionPowersoftheapplicableResolution Authority.

13. Confidentiality

(a) EachPartycovenantsandagreestoholdinconfidence,andnotdisclose to any Person, the terms of this Agreement or any other Transaction Document or the identity oftheAdministrativeAgentoranyotherPurchaserParty,exceptastheAdministrativeAgent and each Group Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) to the extent such information has become available to the public other thanasaresultofadisclosurebyorthroughtheSeller,thePerformanceGuarantororaServicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by anyGovernmentalAuthoritytodisclosesuchinformation;provided,that,inthecaseofclause (iii)above,theSeller,thePerformanceGuarantor,theServicerand/ortheOriginatorswilluse reasonableeffortstomaintainconfidentialityandwill(unlessotherwise

57

prohibitedbyApplicable Law) notify the Administrative Agent and the affected Purchaser Party of its intention to make any such disclosure (to the extent practicable) prior to making such disclosure.Each of the Seller, the Performance Guarantor, the Servicer and the Originators agreetoberesponsibleforanybreachofthisSectionbyitsRepresentativesandAdvisorsand agrees that its Representatives and Advisors will be advised by it of the confidential nature of suchinformationandshallagreetocomplywiththisSection.Notwithstandingtheforegoing, it is expressly agreed that each of the Seller, the Performance Guarantor, the Servicer and the Originators and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under the Receivables Purchase Agreement and the transactions contemplated thereby; providedthat the Administrative Agent shall be provided a reasonable opportunity to review such press release orotherpublicannouncementpriortoitsreleaseandprovidecommentthereon;andprovided, further, that no such press release shall name or otherwise identify the Administrative Agent, any other Purchaser Party or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Seller, the Performance Guarantor, the Servicer and the OriginatorsconsenttothepublicationbytheAdministrativeAgentoranyotherPurchaserParty of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement or any other Transaction Document.

(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, any confidential and proprietary information concerning the Seller, the Performance Guarantor, the Servicer, the Originators and their respective Affiliates and their businesses or thetermsofthisAgreementoranyotherTransactionDocument(includinganyfeespayablein connectionwiththisAgreementortheotherTransactionDocuments),exceptastheSeller,the PerformanceGuarantorortheServicermayhaveconsentedtoinwritingpriortoanyproposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives and to any related Program Support Provider, (ii) to its assignees and ParticipantsandpotentialassigneesandParticipantsandtheirrespectivecounseliftheyagree in writing to hold it confidential, (iii) to the extent such information has become available to the public other than as a result of a disclosure by or through it or its Representatives or AdvisorsoranyrelatedProgramSupportProvider,(iv)toanynationallyrecognizedstatistical rating organization in connection with obtaining or maintaining the rating of any Conduit Purchaser’s Commercial Paper or as contemplated by 17 CFR 240.17g-5(a)(3), (v) at the requestofabankexaminerorotherregulatoryauthorityorinconnectionwithanexamination 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 anyGovernmentalAuthoritytodisclosesuchinformation;provided,that,inthecaseofclause

(vi)above, the Administrative Agent, each Group Agent and each Purchaser will use reasonable efforts to maintain confidentiality and will (unless otherwise 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 foranybreachofthisSectionbyitsRepresentatives,AdvisorsandProgramSupportProviders and agrees that its Representatives, Advisors and Program Support Providers will be advised byitoftheconfidentialnatureofsuchinformationandshallagreetocomplywiththisSection.

58

(c) As used in this Section, (i) “Advisors” means, with respect to any Person, 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, representatives and agents; provided that such Persons shall not be deemed to Representatives of 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 applicablesecuritieslaws,eachpartyhereto(andeachofitsemployees,representativesorother agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure (as defined in Section 1.6011-4 of the Treasury Regulations) of the transactions contemplated by the Transaction Documents and all materials of any kind (includingopinionsorothertaxanalyses)thatareprovidedtosuchPersonrelatingtosuchtax treatment and tax structure.

14. Notices

(a) Allnoticesandothercommunicationshereundershall,unlessotherwise stated herein, be in writing (which shall include facsimile communication) delivered, to each partyhereto,atitsaddresssetforthunderitsnameonSchedule6(NoticesDetails)heretoorat such other address as shall be designated by such party in a written notice to the other parties hereto.Notices and communications by facsimile shall be effective when sent (and shall be followed by hard copy sent by regular mail), and notices and communications sent by other means shall be effective when received.

15. Counterparts.Each Transaction Document may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

16. Process Agent.Without prejudice to any mode of service allowed under any Applicable Law, each of the Seller, Ashland, the French Originator, the German Originator, theItalianOriginator,theSingaporeanOriginator,theSpanishOriginator,theSwissOriginator and the Irish Originator:

(a) irrevocablyappointsAshlandSpecialtiesUKLimitedof30OldBailey,London EC4M 7AU or, if different, its registered address as its agent of service of process in relation to any proceedings before the English courts in connection with this Agreement and/or any other Transaction Document governed by English law; and

(b) agrees that a failure by the process agent to notify it of the process will not invalidate the proceedings concerned.

IftheappointmentbyanyofAshland,theSeller,theServicerandtheParentinSection 11.23(a)(i)ceasestobeeffective,itshallpromptlyappointanotheragentinEnglandas itsagentforserviceofprocessinrelationtoanyproceedingsbeforetheEnglishcourts in connection with this Agreement and/or any Transaction Document governed by English law. If it fails to do so (and that failure continues for a period of not less than 15 Business Days), the Administrative Agent shall be permitted to appoint such a person by notice to Ashland, the Seller, the Servicer and/or the Parent.

59

17. Noproceedingsandlimitedrecourse

(a) eachoftheparties(otherthantheSeller)totheTransactionDocumentshereby agree that:

(i) onlytheAdministrativeAgentmaypursuetheremediesavailableunder generallaworundertheUKSecurityAgreementtoenforcetheSecurity Trust Property and it will not institute, or join any other Person in instituting, against the Seller any Insolvency Proceeding, provided that nothing in this paragraph 17 shall prevent the Administrative Agent enforcing the security constituted by the UK Security Agreement in accordance with its terms; and

(ii) notwithstanding anything contained in the Transaction Document, the obligationsoftheSellerundertheTransactionDocumentsaresolelythe corporate obligations of the Seller and shall be payable solely to the extent of funds which are received by the Seller pursuant to the Transaction Documents and available for such payment in accordance withthetermsoftheTransactionDocumentsandshallbenon-recourse otherthanwithrespecttosuchavailablefundsand,ifeveranduntilsuch time as the Seller has sufficient funds to pay such obligation shall not constitute a claim against the Seller; and

(iii) no recourse under any obligation, covenant or agreement of the Seller contained in this Agreement or any other Transaction Document shall behadagainstanyincorporator,stockholder,officer,director,member, manager, employee or agent of the Seller by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement and the other Transaction Documents are solely corporate obligations of the Seller, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of the Seller or any of them under or by reason of any of the obligations, covenants or agreements of the Seller contained in this Agreement or any other Transaction Document, or implied therefrom, and that any and all personal liability for breaches by the Seller of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expresslywaivedasaconditionofandinconsiderationfortheexecution of this Agreement and the Transaction Documents; and

(b) eachpartytotheTransactionDocumentsagreeswiththeSellerthat:

(i) notwithstanding any other provision of any Transaction Document, all obligations of the Seller to such party are limited in recourse as set out above;

60

(ii) it will have a claim only in respect of the Security Trust Property and theSellerShareChargeandwillnothaveanyclaim,byoperationoflaw orotherwise,against,orrecoursetoanyoftheSeller’sotherassetsorits contributed capital;

(iii) sumspayabletosuchpartyinrespectoftheSeller’sobligationstosuch party shall be limited to the lesser of (A) the aggregate amount of all sums due and payable to such party and (B) the aggregate amounts received, realised or otherwise recovered by or for the account of the Seller in respect of the Security Trust Property whether pursuant to enforcementoftheSecurityTrustPropertyorotherwise,netofanysums which are payable by the Seller in accordance with the Transaction Documents in priority or pari passu with sums payable to such party;

(iv) upontheAdministrativeAgentgivingwrittennoticetothepartiestothe Transaction Documents that it has determined, that there is no reasonable likelihood of there being any further realisations in respect of the Security Trust Property (whether arising from an enforcement of the Security Trust Property or otherwise), which would be available to pay unpaid amounts outstanding under the relevant Transaction Documents, the parties to the Transaction Documents shall have no furtherclaim against the Seller in respect of any such unpaid amounts and such unpaid amounts shall be extinguished and discharged in full; and

(v) each member of the Ashland Group that is a party to the Transaction Documents (other than the Seller) acknowledge that their obligations undertheTransactionDocumentsshallcontinueinfullforceandeffect notwithstandinganyextinguishmentordischargeinaccordancewith (iv) above and the Administrative Agent shall be entitled to enforce all suchobligationsagainsttherelevantAshlandGroupmember(otherthan the Seller) in accordance with the relevant Transaction Documents.

(c) Intheeventofaconflictbetweenthisparagraph17(Noproceedingsandlimited recourse) and any provision in any Transaction Document, the terms of this paragraph 17 (No proceedings and limited recourse) shall prevail.

(d) Theprovisionsofthisparagraph17(Noproceedingsandlimitedrecourse)shall survive the termination of this Agreement and/or any Transaction Documents.

18. Governing Law.Unless otherwise specified, each Transaction Document and anynon-contractualobligationsarisingoutoforinconnectionwiththemaregovernedby,and shall be construed in accordance with, English law.

61

19. Jurisdiction

(a) English Courts.Unless otherwise specified, the courts of England and WalessittinginLondonhaveexclusivejurisdictiontosettleanydispute(a"Dispute")arising out of or in connection with any Transaction Document (including a dispute relating to the existence,validityorterminationofthisMasterFrameworkAgreementoranynon-contractual obligation arising out of or in connection with such document) or the consequences of its nullity.

20. ConvenientForum.Unlessotherwisespecified,thepartiesagreethatthecourts ofEnglandandWalessittinginLondonarethemostappropriateandconvenientcourtstosettle Disputes between them and, accordingly, that they will not argue to the contrary.

62

SCHEDULE 3

REPRESENTATIONSANDWARRANTIES

Part 1

RepresentationsandWarrantiesoftheSeller

The Seller represents and warrants to each Purchaser Party as of the Closing Date, on eachSettlement Date and on each day on which an Investment or Release shall have occurred:

(a) Organization and Good Standing.The Seller is a designated activity company duly organized and validly existing in under the laws of Ireland and has full power and authority under its constitutional documents and under the laws of Ireland to own its propertiesandtoconductitsbusinessassuchpropertiesarecurrentlyownedandsuchbusiness is presently conducted.

(b) Due Qualification.The Seller has obtained all necessary licenses and approvals in all jurisdictions in which the conduct of its business requires such qualification, licenses or approvals, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

(c) MiscellaneousTaxRepresentation

(i) TheSellershallhaveitregisteredandonlyofficeinIrelandand shall operate its business from and within Ireland only and shall not have any branch, agency, fixed place of business or permanent establishment outside of Ireland;

(ii) All meetings of the Seller’s board of directors shall be held in Ireland and shall take place and be conducted in accordance with the constitutional documents of the Seller;

(iii) Telephone meetings of the board of directors of the Seller may only be held with the majority of those directors participating by telephone or by any othermeansofcommunication,doingsofromIrelandandnotfromanyothercountry;

(iv) Full minutes shall be taken of each meeting of the board of directors of the Seller which accurately reflect such meeting;

(v) Eachdecisionrelatingtothestrategicmanagementatthehighest level of the Seller shall be taken by the board of directors of the Seller at a properly constituted meeting held in Ireland;

(vi) The Seller shall procure that the board of directors of the Seller willactindependentlyintheexerciseoftheirfunctionsandwillnotmerelyuncritically endorse decisions effectively already taken by a person outside of Ireland, but rather will give due consideration to decisions including the entering into of any agreements based on information given to them;

(vii) The Seller shall procure that the board of directors of the Seller is and shall at all times be made up of persons:

63

(A) eachofwhom,exceptforKevinHiggins,areresident solely in Ireland for Irish tax purposes; and

(B) each of whom has the appropriate knowledge and experiencetobeadirectoroftheSeller,havingregardtothetransactions into which it is intended that the Seller, shall enter;

(viii) The Seller shall procure that the board of directors of the Seller willmeetatleastquarterly,thefrequencyofmeetingsreflectingthelevelofactivityof the Seller and the amount of transactions being undertaken at a particular time;

(ix) The Seller will not acquire "specified mortgages" within the meaning of Section 110(5A) of the TCA, units in an Irish real estate fund within the meaning of Chapter 1B of Part 27 of the TCA or shares that derive their value or the greater part of their value directly or indirectly from Irish real estate;

(x) TheSellerisnotinpossessionorawareofinformationthatcould reasonably be taken to indicate that any payment of interest or other distribution by it would be made otherwise than for, or the security to which the payment relates, were not entered into for bona fide commercial purposes of form part of a scheme or arrangement the main purpose or one of the main purposes of which is the avoidance of tax;

(xi) Aside from the Parent, Ashland and the Swiss Originator, no person is included in the same consolidated financial statements prepared under internationalaccountingstandardsorIrishGAAPastheSellerandwouldnototherwise beincludedinthesameconsolidatedfinancialstatementsifsuchconsolidatedfinancial statements were prepared under international accounting standards or Irish GAAP.

(xii) No entity has the ability to participate on the board of directors oftheSellerinitsfinancialandoperatingpolicydecisionsincludingwherethatpower does not extend to control or joint control of the Seller.

(xiii) To the best of its knowledge, any of the Sellers profits, income orgainsitsrecognisesfortaxpurposesinrespectofpurchasedReceivablesorotherwise will consist of amounts which are Interest Equivalent within the meaning of section 835AY of the TCA.

(xiv) The Seller is acquiring and selling the Receivables in the ordinary course of its business.

(xv) AlltheSeller’sissuedshare capitalisheldbythe Parent.

(d) Power and Authority; Due Authorization.The Seller (i) has all necessary power and authority to (A) execute and deliver this Agreement and the other TransactionDocumentstowhichitisaparty,(B)performitsobligationsunderthisAgreement and the other Transaction Documents to which it is a party and (C) charge and assign and otherwise grant security 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 necessarycompanyactionsuch grantand the execution, deliveryand performance of,and

64

the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party.

(e) BindingObligations.ThisAgreementandeachoftheotherTransaction DocumentstowhichtheSellerisapartyconstitutesthelegal,validandbindingobligationsof 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 or other similar laws affecting the enforcement of creditors’ rights generally and (ii)assuchenforceabilitymaybelimitedbygeneralprinciplesofequity,regardlessofwhether such enforceability is considered in a proceeding in equity or at law.

(f) No Conflict or Violation.The execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement and the other Transaction Documents to which the Seller is a party, and the fulfillment of the terms hereof andthereof,willnot(i)conflictwith,resultinanybreachofanyofthetermsorprovisionsof, orconstitute(withorwithoutnoticeorlapseoftimeorboth)adefaultunderitsorganizational 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 partyorbywhichitoranyofitspropertiesisbound,(ii)resultinthecreationorimpositionof any Adverse Claim upon any of the Sold Assets or Seller Collateral pursuant to the terms of any such indenture, credit agreement, loan agreement, security agreement, mortgage, deed of trust, 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 suchconflict,breach,default,AdverseClaimorviolationcouldnotreasonablybeexpectedto have a Material Adverse Effect.

(g) 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 affectingitoranyofitsAffiliatesortheirrespectiveproperties,inorbeforeanyGovernmental Authority,astowhichthereisareasonablepossibilityofanadversedeterminationandthat,if adverselydetermined,would,individuallyorintheaggregate,reasonablybeexpectedtohave a Material Adverse Effect.

(h) Governmental Approvals.Except where the failure to obtain or make suchauthorization,consent,order,approvaloractioncouldnotreasonablybeexpectedtohave aMaterialAdverseEffect,allauthorizations,consents,ordersandapprovalsof,orotheractions by, any Governmental Authority that are required to be obtained by the Seller in connection withthegrantofasecurityinterestintheSoldAssetsorSellerCollateraltotheAdministrative AgentpursuanttotheTransactionDocumentsorthedueexecution,deliveryandperformance by the Seller of this Agreement or any other Transaction Document to which it is a party and the consummation by the Seller of the transactions contemplated by this Agreement and the otherTransactionDocumentstowhichitisapartyhavebeenobtainedormadeandareinfull force and effect.

(i) MarginRegulations.TheSellerisnotengaged,principallyorasoneof its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meanings of Regulations T, U and X of the Board of Governors of the Federal Reserve System).

65

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

(k) Disclosure.The Seller has disclosed to the Administrative Agent and the Purchaser Parties all agreements, instruments and corporate or other restrictions to which it is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.No report, financial statement, certificate or other information furnished (whether in writing or orally) by the Seller to the AdministrativeAgentoranyPurchaserPartyinconnectionwiththetransactionscontemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Transaction Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Sellerrepresentsonlythatsuchinformationwaspreparedingoodfaithbaseduponassumptions believed to be reasonable at the time.

(l) Offices; Legal Name.The legal name of the Seller is Ashland InternationalReceivablesDesignatedActivityCompany.TheregisteredofficeoftheSelleris GroundFloor,TwoDocklandCentral,GuildStreet,NorthDock,Dublin1,D01K2C5,Ireland. Thecentreofmaininterests(asthattermisusedinArticle3(1)oftheRetainedRegulation)of the Seller is located in Ireland and the Seller has not had an “establishment” (as that term is used in Article 2(10) of the Retained Regulation) (or any equivalent provision(s) of any applicable successor to the Retained Regulation or the Regulation, respectively which may apply from time to time to the Seller) in a jurisdiction other than Ireland.

(m) InvestmentCompanyAct;VolckerRule.TheSeller(i)isnot,andisnot 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 determiningthattheSellerisnota“coveredfund”undertheVolckerRule,theSellerrelieson, andisentitledtorelyon,theexemptionfromthedefinitionof“investmentcompany”setforth in Section 3(c)(5) of the Investment Company Act.

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

(o) AccuracyofInformation.Noneofthewritteninformation(includinge-mail) heretofore, contemporaneously or hereafter furnished by the Seller, the Performance Guarantor, the Servicer, any Originator or any of their respective agents or advisors to any Purchaser,anyGroupAgentortheAdministrativeAgentforpurposesoforinconnectionwith any Transaction Document (including in respect of the Receivables) or any transaction contemplated hereby or thereby contains or will contain any statement which is untrue or misleadinginanymaterialrespectonthedateasofwhichsuchinformationisprovided,dated or certified, and no such item of information contains or will contain any untrue statement of material fact or omits or will omit to state a material 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 toanyotherwritteninformationandonthesamesubjectmattershall,solelytotheextenteach such item of information is delivered to the same addressee, supersede such earlier delivered information unless the Seller, the Performance Guarantor, the applicable Originator or the Servicer shall expressly state otherwise in writing.No written information (including e-mail)

66

(subjecttotheprovisooftheprecedingsentence)containedinanyreportorcertificatedelivered pursuanttothisAgreementoranyotherTransactionDocumentshallomittostateanymaterial factnecessarytomakethestatementscontainedthereinnotmisleadingonthedateasofwhichsuch information is dated or certified.With respect to any projections, budgets and other forwardlookingfinancialinformation,itisunderstoodandagreedthat(i)anyforward-looking informationfurnishedbytheSeller,thePerformanceGuarantor,anyOriginatorortheServicer issubjecttoinherentuncertaintiesandcontingencies,whichmaybebeyondthecontrolofsuch Person, (ii) no assurance is given by the Seller, the Performance Guarantor, any Originator or theServicerthattheresultsorforecastinanysuchforward-lookinginformationwillberealized and(iii)theactualresultsmaydifferfromtheforecastresultssetforthinsuchforward-looking informationandsuchdifferencesmaybematerial.Furthermore,norepresentationorwarranty is made with respect to information of a general economic or general industry nature. Notwithstanding anything in the forgoing paragraph, it is understood and agreed that this paragraph (n)shall not apply to any matters addressed by paragraph (v).

(p) Anti-Money Laundering/International Trade Law Compliance.No Covered Entity is a Sanctioned Person.No Covered Entity, either in its own right or through anythirdparty,(i)hasanyofitsassetsinaSanctionedJurisdictionorinthepossession,custody orcontrolofaSanctionedPersoninviolationofanyAnti-TerrorismLaw;(ii)doesbusinessin orwith,orderivesanyofitsincomefrominvestmentsinortransactionswith,anySanctioned Jurisdiction or Sanctioned Person in violation of any Anti-Terrorism Law; or (iii) engages in any dealings or transactions prohibited by any Anti-Terrorism Law.

(q) Anti-Corruption Laws.The Seller has conducted its businesses in compliance in all material respects with Anti-Corruption Laws.

(r) TransactionInformation.NoneoftheSeller,anyAffiliateoftheSeller or any third party with which the Seller or any Affiliate thereof has contracted, has delivered, inwritingororally,toanyRatingAgency,anyTransactionInformationwithoutprovidingsuch TransactionInformationtotheapplicableGroupAgentpriortodeliverytosuchRatingAgency 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) PerfectionRepresentations.

(i) The UK Security Agreement is in full force and effect and createsinfavouroftheAdministrativeAgentforthebenefitoftheSecuredPartiesthe Security interest which it is expressed to create which (X) ownership or security interests are valid and effective, subject to standard legal reservations and (Y) will be free of all Adverse Claims in such Sold Assets and Seller Collateral;

(ii) Prior to the sale and assignment of, or grant of security interest in, the Sold Assets and Seller Collateral under the UK Security Agreement, the Seller owns and has good and marketable title to such Sold Assets and Seller Collateral free and clear of any Adverse Claim of any Person. After giving effect to the sale and assignment of, or grant of security interest in, the Sold Assets and Seller Collateral pursuant to the Transaction Documents, the Administrative Agent owns or has a first prioritysecurityinterestwithfulltitleguaranteeintheSoldAssetsandSellerCollateral free and clear of any Adverse Claim of any Person;

67

(iii) All appropriate registrations, financing statements, financing statementamendmentsandcontinuationstatementshavebeenfiledintheproperfiling officeintheappropriatejurisdictionsunderApplicableLawinordertoperfect(and continuetheperfectionof)thesale,assignmentandcontributionoftheReceivablesand Related Security from each Originator to the Seller pursuant to the Purchase and Sale AgreementsandtheSeller’ssaleandassignmentof,andgrantofasecurityinterestin, the Sold Assets and Seller Collateral to the Administrative Agent pursuant to the Receivables Purchase Agreement;

(iv) Other than the security interest granted to the Administrative Agent pursuant to the Transaction Documents, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Sold Assets or Seller Collateral except as permitted by this Agreement and the other Transaction Documents.TheSellerhasnotauthorizedthefilingofandisnotawareofanyfinancing statements or security interests filed against the Seller that include a description of collateral covering the Sold Assets or Seller Collateral other than any financing statement or security interests (i) in favour of the Administrative Agent or (ii) that has been terminated. The Seller is not aware of any judgment lien, ERISA lien or tax lien filings against the Seller; and

(v) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this paragraph (s)shall be continuing and remain in full force and effect until the Final Payout Date;

(t) TheCollection Accounts.

(i) Ownership.

(A) Each Collection Account is in the name of the relevant Originator, and the applicable Originator owns and has good and marketabletitletotherelevantCollectionAccountsfreeandclearofany Adverse Claim.

(B) The Seller Collection Accounts are in the name of the Seller, and the Seller owns and has good and marketable title to the relevantSellerCollectionAccountsfreeandclearofanyAdverseClaim.

(ii) Perfection.TheSellerhasdeliveredtotheAdministrativeAgent afullyexecutedCollectionAccountDeclarationofTrustorCollectionAccountPledge Agreement relating to each Collection Account, pursuant to which each applicable Collection Account Bank has agreed to comply with the instructions originated by the Administrative Agent directing the disposition of funds in such Collection Account without further consent by the Seller, the Servicer or any other Person.

(iii) Instructions.

(A) The Collection Accounts are not in the name of any Person other than the relevant Originator.Neither the Seller, the Performance Guarantor, the relevant Originator nor the Servicer has

68

consented to the applicable Collection Account Bank complying with instructions of any Person other than the Administrative Agent.

(B) The Seller Collection Accounts are not in the name of anyPersonotherthantheSeller.TheSellerhasnotconsentedtothe Collection Account Bank complying with instructions of any Person other than the Administrative Agent in respect of the Seller Collection Accounts.

(iv) Target balancing arrangement. The Seller Collection Accounts are not subject to any target balancing arrangements or similar arrangements, and the Seller has not consented to any target balancing arrangement in respect of the Seller Collection Accounts.

(u) Ordinary Course of Business.Each remittance of Collections by or on behalf of the Seller to the Purchaser Parties under any Transaction Document will have been (i) in payment of an obligation incurred by the Seller in the ordinary course of business or financialaffairsoftheSellerand(ii)madeintheordinarycourseofbusinessorfinancialaffairs of the Seller.

(v) Compliance with Law.The Seller has complied with all Applicable Lawstowhichitmaybesubjectexcepttotheextentanynoncompliance,individuallyorinthe aggregate, would not be reasonably likely to have a Material Adverse Effect.

(w) Eligible Receivables.Each Receivable included as an Eligible ReceivableinthecalculationoftheNetReceivablesPoolBalanceasofanydateisanEligible Receivable as of such date.

(x) Taxes.

(i) TheSellerhas(i)timelyfiledallTaxreturnsrequiredtobefiled byitand(ii)paid,orcausedtobepaid,allTaxes,assessmentsandothergovernmental 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.

(ii) TheSellerisnotrequiredtomakeanywithholdingordeduction on account of Tax from any payment of interest it may make (or be deemed to make) under any Transaction Document to a person that is a Qualifying Person.

(iii) Under the Laws of the Seller's jurisdiction of incorporation and Tax residence it is not necessary that any stamp, registration or similar Tax be paid on orinrelationtoanyTransactionDocumentoranytransactioncontemplatedthereunder.

(iv) The Seller is not required to account to any Governmental AuthorityforanyVATinrespectofthesalebyitofanyReceivableandnowithholding orotherTaxisdeductibleorpayableonanypaymentmadebyanObligorwithrespect to any Receivable.

69

(y) Tax Status.The Seller is, and shall at all relevant times continue to be a designated activity company limited by shares incorporated under the Companies Act 2014 ofIrelandandintendstobeandwillbea"qualifyingcompany"forthepurposesofSection110 of the TCA which is resident for applicable Tax purposes solely in Ireland, does not have a permanent establishment or other taxable presence outside Ireland and is not registered as a member of a VAT group.

(z) Opinions.ThefactsregardingtheSeller,theServicer,eachOriginator, eachPerformanceGuarantor,theReceivables,theRelatedSecurityandtherelatedmattersset forthorassumedineachoftheopinionsofcounseldeliveredinconnectionwiththisAgreement and the Transaction Documents are true and correct in all material respects.

(aa)OtherTransactionDocuments.Eachrepresentationandwarrantymade by the Seller 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.

(bb)Liquidity Coverage Ratio.The Seller does not, does not and will not during the Receivables Purchase Agreement issue any LCR Security.The Seller further represents and warrants that its assets and liabilities are consolidated with the assets and liabilities of Ashland for purposes of GAAP.

(cc)Certificate of Beneficial Ownership.The Certificate of Beneficial Ownership executed and delivered to the Administrative Agent and the Purchasers for the Seller on or prior to the Closing Date, as updated from time to time in accordance with the ReceivablesPurchaseAgreement,isaccurate,completeandcorrectasoftheClosingDateand as of the date any such update is delivered.The Seller acknowledges and agrees that the Certificate of Beneficial Ownership is one of the Transaction Documents.

(dd)BeneficialOwnershipRegulation.AsoftheClosingDate,theSelleris an entity that 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 StockExchangeordesignatedasaNASDAQNationalMarketSecuritylistedontheNASDAQ stock exchange and is excluded on that basis from the definition of “Legal Entity Customer” as defined in the Beneficial Ownership Regulation.

(ee)ERISA.No steps have been taken by any Person to terminate any Pension 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.Neither the Seller nor any ERISA Affiliate has any material liability to a Multiemployer Plan.

(ff)Data Protection Law.If and to the extent Data Protection laws apply to personal data processed (as defined in the relevant Data Protection Laws) by any party in connection with the performance of their obligations under, or in connection with, the TransactionDocuments,wheretheSellerhasprovidedpersonaldata(asdefinedintherelevant Data Protection Laws) to the Administrative Agent and/or the Purchasers, it has provided all noticesrequiredto,andobtainedallconsents(ifrequiredbytherelevantDataProtectionLaws) from,datasubjects(asdefinedintherelevantDataProtectionLaws)toenableuse,disclosure

70

and processing of such personal data (as defined in the relevant Data Protection Laws) by the Seller,theAdministrativeAgentandthePurchasersinaccordancewithitsrelevantobligations under applicable Data Protection Laws for the purposes contemplated under the Transaction Documents.

(gg)Transactionnotfraudulent,undervalue,preferenceorunprofitable.The execution, delivery and performance of the consummation of the transaction contemplated by thisAgreementandtheTransactionDocumentstowhichtheSellerisapartywillnotgiveriseto a transaction at an undervalue, an unfair preference, an extortionate credit transaction or a conveyance of property made with the intent to defraud creditors and is not otherwise void or voidable under any bankruptcy or insolvency laws or for any other reason.

(hh)Reaffirmation of Representations and Warranties.On the date of each Investment, 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 pursuant to the Receivables Purchase Agreement, the Seller shall be deemed to have certified that (i) all representations and warranties of the Seller hereunder are trueandcorrectinallmaterialrespectsonandasofsuchdayasthoughmadeonandasofsuch day,exceptforrepresentationsandwarrantieswhichapplyastoanearlierdate(inwhichcase suchrepresentationsandwarrantiesshallbetrueandcorrectinallmaterialrespectsasofsuch date)and(ii)noEventofTerminationoranUnmaturedEventofTerminationhasoccurredand is continuing or will result from such Investment or Release.

(ii) AffectedFinancial Institution.No SellerParty isan AffectedFinancial

Institution.

(jj)UKReceivables.ThepercentageofUnsoldReceivablesthatareUK

Receivablesshallnotbegreaterthan25%.

Notwithstanding any other provision of this Agreement or any other Transaction Document, therepresentationsandwarrantiescontainedinthisSectionshallbecontinuing,andremainin full force and effect until the Final Payout Date.

71

Part 2

RepresentationsandWarrantiesoftheServicerandAshlandSub-Servicers

TheServicerandeachAshlandSub-Servicerrepresentsandwarrants(onbehalfofand in respect of itself) to each Purchaser Party as of the Closing Date, on each Settlement Date and on each day on which an Investment, Issuance or Release shall have occurred:

(a) OrganizationandGoodStanding.TheServicerandeachAshlandSub-Servicer is a duly organized and validly existing limited liability company and (where applicable)ingoodstandingunderthelawsofthejurisdictionofitsincorporationorformation, with the power and authority under its organizational documents and under the laws of its jurisdictionofformationtoownitspropertiesandtoconductitsbusinessassuchpropertiesare currently owned and such business is presently conducted.

(b) DueQualification.TheServicerandeachAshlandSub-Servicerisduly qualified to do business, (where applicable) 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 any applicable Transaction Documentrequires suchqualification, licensesor approvals,exceptwherethefailuretodoso could not reasonably be expected to have a Material Adverse Effect.

(c) Power and Authority; Due Authorization.The Servicer and each Ashland Sub-Servicer has all necessary power and authority to (i) execute and deliver the Transaction Documents to which it is a party and (ii) perform its obligations under the Transaction Documents to which it is a party and the execution, delivery and performance of, andtheconsummationofthetransactionsprovidedforin,theTransactionDocumentstowhich it is a party have been duly authorized by the Servicer and each Ashland Sub-Servicer (as applicable) by all necessary action.

(d) BindingObligations.ThisAgreementandeachoftheotherTransaction Documentstowhichitisapartyconstituteslegal,validandbindingobligationsoftheServicer and each Ashland Sub-Servicer, enforceable against the Servicer and each Ashland Sub-Servicer (as applicable) in accordance with their respective terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii)assuchenforceabilitymaybelimitedbygeneralprinciplesofequity,regardlessofwhether such enforceability is considered in a proceeding in equity or at law.

(e) NoConflictorViolation.TheexecutionanddeliveryofthisAgreement andeachotherTransactionDocumenttowhichtheServicerand/orsuchAshlandSub-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 by the Servicer and each Ashland Sub-Servicer 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, the organizational documents of the Servicer or any Ashland Sub-Servicer or any indenture, sale agreement, credit agreement, loan agreement, security agreement, mortgage, deed of trust or other agreement or instrument to whichtheServiceroranyAshlandSub-Servicerisapartyorbywhichitoranyofitsproperty is bound, (ii) result in the creation or imposition of any Adverse Claim upon any of the Sold Assets or Seller Collateral pursuant to the terms of any such indenture, credit agreement, loan agreement,securityagreement,mortgage,deedoftrustorotheragreementorinstrument,other

72

thantheTransactionDocumentsor(iii)conflictwithorviolateanyApplicableLaw,exceptto the extent that any such conflict, breach, default, Adverse Claim or violation could not reasonably be expected to have a Material Adverse Effect.

(f) Action, Suit.The Servicer and each Ashland Sub-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, threatenedinwritingagainstoraffectingitoranyofitsAffiliatesortheirrespectiveproperties, 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) Environmental Compliance.The Servicer and each Ashland Sub-Servicer conducts in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of anyEnvironmentalLawonitsbusinesses,operationsandproperties.SuchEnvironmentalLaws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(h) Intellectual Property; Licenses etc..The Servicer and each Ashland Sub-Servicer owns, or possesses the right to use, all of the IP Rights that are reasonably necessary for the operation of its businesses, without conflict with the rights of any other Person.TothebestknowledgeoftheServicerand/orsuchAshlandSub-Servicer,noproduct, service, process, method, substance, part or other material now used, or now contemplated to beused,bytheServicerorsuchAshlandSub-Servicerinfringes,misappropriatesorotherwise violatesuponanyrightsheldbyanyotherPerson.Noclaimorlitigationregardinganyofthe foregoing is pending or, to the best knowledge of the Servicer and/or such Ashland Sub-Servicer, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. To the best knowledge of the Servicer, there has beennounauthorizeduse,access,interruption,modification,corruptionormalfunctionofany information technology assets or systems (or any information or transactions stored or contained therein or transmitted thereby) owned or used by the Servicer and/or such Ashland Sub-Servicer, which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

(i) Disclosure.TheServicerandeachAshlandSub-Servicerhasdisclosed to the Administrative Agent and the Purchaser Parties all agreements, instruments and corporate or other restrictions to which it is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.No report, financial statement, certificate or other information furnished (whether in writing or orally) by the Servicer and/or such Ashland-Sub-Servicer to the Administrative AgentoranyPurchaserPartyinconnectionwiththetransactionscontemplatedherebyandthe negotiationofthisAgreementordeliveredhereunderorunderanyotherTransactionDocument (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Servicer and each Ashland Sub-Servicer represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

73

(j) No Consents.The Servicer and each Ashland Sub-Servicer is not requiredtoobtaintheconsentofanyotherpartyoranyconsent,license,approval,registration, authorization or declaration 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, authorization or declaration could not reasonably be expected to have a Material Adverse Effect.

(k) CompliancewithApplicableLaw.TheServicerandeachAshlandSub-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 qualificationsrequiredunderApplicableLawinordertoproperlyservicethePoolReceivables and (iii) has complied in all material respects with all Applicable Laws in connection with servicingthePoolReceivables,excepttotheextentanynoncompliance,individuallyorinthe aggregate, would not be reasonably likely to have a Material Adverse Effect.

(l) AccuracyofInformation.Noneofthewritteninformation(includinge-mail) heretofore, contemporaneously or hereafter furnished by the Seller, the Servicer, any Ashland Sub-Servicer, any Originator or any of their respective agents or advisors to any Purchaser,anyGroupAgent,ortheAdministrativeAgentforpurposesoforinconnectionwith any Transaction Document (including in respect of the Receivables) or any transaction contemplated hereby or thereby contains or will contain any statement which is untrue or misleadinginanymaterialrespectonthedateasofwhichsuchinformationisprovided,dated or certified, and no such item of information contains or will contain any untrue statement of material fact or omits or will omit to state a material 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 toanyotherwritteninformationandonthesamesubjectmattershall,solelytotheextenteach 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 precedingsentence)containedinanyreportorcertificatedeliveredpursuanttothisAgreement oranyotherTransactionDocumentshallomittostateanymaterialfactnecessarytomakethe statements contained therein not misleading on the date as of which such information is dated or certified.With respect to any projections, budgets and other forward looking financial information,itisunderstoodandagreedthat(i)anyforward-lookinginformationfurnishedby the Seller, any Originator, the Servicer or any Ashland Sub-Servicer is subject to inherent uncertainties and contingencies, which may be beyond the control of such Person, (ii) no assuranceisgivenbytheSeller,anyOriginator,theServiceroranyAshlandSub-Servicerthat the results or forecast in any such forward-looking information will be realized and (iii) the actualresultsmaydifferfromtheforecastresultssetforthinsuchforward-lookinginformation andsuchdifferencesmaybematerial.Furthermore,norepresentationorwarrantyismadewith respect to information of a general economic or general industry nature.Notwithstanding anythingintheforgoingparagraph,itisunderstoodandagreedthatthisparagraph(l)shallnot apply to any matters addressed by paragraph(o).

74

(m) LocationofRecords.TheServicerkeepsallofitsrecordsrelatingtothe servicing of the Pool Receivables stored electronically via a cloud-based document storage platform.

(n) Credit and Collection Policy.The Servicer and each Ashland Sub-ServicerhascompliedinallmaterialrespectswiththeCreditandCollectionPolicywithregard to each Pool Receivable and the related Contracts.

(o) Eligible Receivables.Each Receivable included as an Eligible ReceivableinthecalculationoftheNetReceivablesPoolBalanceasofanydateisanEligible Receivable as of such date.

(p) Servicing Programs.No license or approval is required for the Administrative Agent’s use of any software or other computer program used by the Servicer, any Originator, any Ashland Sub-Servicer or any other Sub-Servicer in the servicing of the Pool Receivables, other than those which have been obtained and are in full force and effect.

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

(r) OtherTransactionDocuments.Eachrepresentationandwarrantymade by the Servicer and each Ashland Sub-Servicer under each other Transaction Document to whichitisaparty(including,withoutlimitation,thePurchaseandSaleAgreement)istrueand correct in all material respects as of the date when made.

(s) InvestmentCompanyAct.TheServicerandeachAshlandSub-Servicer is not an “investment company,” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act.

(t) Anti-Money Laundering/International Trade Law Compliance.No Covered Entity is a Sanctioned Person.No Covered Entity, either in its own right or through anythirdparty,(i)hasanyofitsassetsinaSanctionedJurisdictionorinthepossession,custody orcontrolofaSanctionedPersoninviolationofanyAnti-TerrorismLaw;(ii)doesbusinessin orwith,orderivesanyofitsincomefrominvestmentsinortransactionswith,anySanctioned Jurisdiction or Sanctioned Person in violation of any Anti-Terrorism Law; or (iii) engages in any dealings or transactions prohibited by any Anti-Terrorism Law.

(u) Anti-Corruption Laws.The Servicer and each Ashland Sub-Servicer hasconducteditsbusinessesincomplianceinallmaterialrespectswithAnti-CorruptionLaws.

(v) Transaction Information.Except as may be required by Applicable Law, none of the Servicer, any Affiliate of the Servicer or any third party with which the Servicer or any Affiliate thereof has contracted, has delivered, in writing or orally, to any RatingAgency,ormonitoringaratingof,anyCommercialPaper,anyTransactionInformation without providing such Transaction Information to the applicable Group Agent prior to delivery to such Rating Agency and has not participated in any oral communications with respecttoTransactionInformationwithanyRatingAgencywithoutinvitingsuchGroupAgent to participate in such oral communications.

75

(w) Taxes.TheServicerandeachAshlandSub-Servicerhas(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 proceedingsandastowhichadequatereserveshavebeenprovidedinaccordancewithGAAP.

(x) Seller’sTaxStatus.TheSelleris,andshallatallrelevanttimescontinue to be, a designated activity company limited by shares incorporated under the Companies Act 2014ofIrelandanda"qualifyingcompany"forthepurposesofSection110oftheTCAwhich is resident for applicable Tax purposes solely in Ireland, does not have a permanent establishment or other taxable presence outside Ireland and is not registered as a member of a VAT group.

(y) Opinions.The facts regarding the Seller, the Servicer, each Ashland Sub-Servicer, each Originator, each Performance Guarantor, the Receivables, the Related Security and the related matters set forth or assumed in each of the opinions of counsel delivered in connection with this Agreement and the Transaction Documents are true and correct in all material respects.

(z) OtherTransactionDocuments.Eachrepresentationandwarrantymade by the Servicer and each Ashland Sub-Servicer under each Transaction Document to which it is a party is true and correct in all material respects as of the date when made.

(aa)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.

(bb)VAT.No Servicer or Ashland Sub-Servicer, in its capacity as Servicer orAshlandSub-Servicer(asapplicable),isrequiredtoaccounttoanyGovernmentalAuthority for any VAT or similar Tax or any sales Tax in respect of the transactions contemplated hereunder and no withholding or other Tax is deductible or payable from any payment made by any Servicer and/or Sub-Servicer (as applicable) hereunder.

(cc)ERISA.No steps have been taken by any Person to terminate any Pension 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.

76

(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 Servicer and each Ashland Sub-Servicer (as applicable) shall be deemed to have certified that (i) all representations and warranties of the ServicerandeachAshlandSub-ServicerhereunderandunderanyotherTransactionDocument (ifapplicable)aretrueandcorrectinallmaterialrespectsonandasofsuchdayasthoughmade on and as of such day, except for representations and warranties which apply as to an earlier date(inwhichcasesuchrepresentationsandwarrantiesshallbetrueandcorrectinallmaterial respects as of such date) and (ii) no Event of Termination or an Unmatured Event of Termination has occurred and is continuing or will result from such Investment, Issuance or Release.

Notwithstanding any other provision of this Agreement or any other Transaction Document, therepresentationsandwarrantiescontainedinthisSectionshallbecontinuing,andremainin full force and effect until the Final Payout Date.

77

Part 3

RepresentationsandWarrantiesofthePerformanceGuarantor

ThePerformanceGuarantorrepresentsandwarrantstoeachPurchaserPartyasoftheClosing Date, on each Settlement Date and on each day on which an Investment or Release shall have occurred:

(a) OrganizationandGoodStanding.ThePerformanceGuarantorisaduly organizedandvalidlyexistingDelawarecorporationcompanyingoodstandingunderthelaws of the jurisdiction of its formation, with the power and authority under its organizational documents and under the laws of its jurisdiction of formation to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.

(b) Due Qualification.The Performance Guarantor is duly qualified to do businessandhasobtainedallnecessarylicensesandapprovalsinalljurisdictionsinwhichthe conductofitsbusinessortheservicingofthePoolReceivablesasrequiredbytheTransaction Documentsrequiressuchqualification,licensesorapprovals,exceptwherethefailuretodoso could not reasonably be expected to have a Material Adverse Effect.

(c) Power and Authority; Due Authorization.The Performance Guarantor 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 party 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 have been duly authorized by the Performance Guarantor by all necessary action.

(d) BindingObligations.ThisAgreementandeachoftheotherTransaction Documents to which it is a party constitutes legal, valid and binding obligations of the Performance Guarantor, enforceable against the Performance Guarantor in accordance with their respective terms, except (i) as such enforceability may be limited by applicable 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) NoConflictorViolation.TheexecutionanddeliveryofthisAgreement and each other Transaction Document to which the Performance Guarantor 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 DocumentsbythePerformanceGuarantorwillnot(i)conflictwith,resultinanybreachofany of the terms or provisions of, or constitute (with or without notice or lapse of time or both) a default under, the organizational documents of the Performance Guarantor or any indenture, saleagreement,creditagreement,loanagreement,securityagreement,mortgage,deedoftrust orotheragreementorinstrumenttowhichthePerformanceGuarantorisapartyorbywhichit or any of its property is bound, (ii) result in the creation or imposition of any Adverse Claim upon any of the Sold Assets or Seller Collateral pursuant to the terms of any such indenture, credit agreement, loan agreement, security agreement, mortgage, deed of trust or other agreementorinstrument,otherthanthisAgreementandtheotherTransactionDocumentsor (iii)conflictwithorviolateanyApplicableLaw,excepttotheextentthatanysuchconflict,breach,default,AdverseClaimorviolationcouldnotreasonablybeexpectedtohaveaMaterial Adverse Effect.

78

(f) Action,Suit.ThePerformanceGuarantorisnotinviolationofanyorder ofanyGovernmentalAuthoritythatwould,individuallyorintheaggregatewithallsuchother 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 affectingitoranyofitsAffiliatesortheirrespectiveproperties,inorbeforeanyGovernmental Authority,astowhichthereisareasonablepossibilityofanadversedeterminationandthat,if adverselydetermined,would,individuallyorintheaggregate,reasonablybeexpectedtohave a Material Adverse Effect.

(g) No Consents.The Performance Guarantor is not required to obtain the consent of any other party or any consent, license, approval, registration, authorization or declarationoforwithanyGovernmentalAuthorityinconnectionwiththeexecution,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,authorizationordeclarationcouldnotreasonablybeexpectedtohavea Material Adverse Effect.

(h) AccuracyofInformation.Noneofthewritteninformation(includinge-mail)heretofore,contemporaneouslyorhereafterfurnishedbythePerformanceGuarantor,the Seller, the Servicer, any Originator or any of their respective agents or advisors to any Purchaser,anyGroupAgentortheAdministrativeAgentforpurposesoforinconnectionwith anyTransactionDocumentoranytransactioncontemplatedherebyortherebycontainsorwill contain any statement which is untrue or misleading in any material respect on the date as of whichsuchinformationisprovided,datedorcertified,andnosuchitemofinformationcontains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstancesunderwhichtheyweremade,notmisleading,asthecasemaybe;providedthat any such information delivered subsequent to any other written information and on the same subjectmattershall,solelytotheextenteachsuchitemofinformationisdeliveredtothesame addressee,supersedesuchearlierdeliveredinformationunlessthePerformanceGuarantor,the Seller,theapplicableOriginatorortheServicershallexpresslystateotherwiseinwriting.No written information (including e-mail) (subject to the proviso of the preceding sentence) contained in any report or certificate delivered pursuant to this Agreement or any other Transaction Document shall omit to state any material fact necessary to make the statements containedthereinnotmisleadingonthedateasofwhichsuchinformationisdatedorcertified. Withrespecttoanyprojections,budgetsandotherforwardlookingfinancialinformation,itis understoodandagreedthat(i)anyforward-lookinginformationfurnishedbythePerformance Guarantor, the Seller, any Originator 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 thePerformanceGuarantor,theSeller,anyOriginatorortheServicerthattheresultsorforecast inanysuchforward-lookinginformationwillberealizedand(iii)theactualresultsmaydiffer from 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 general economic or general industry nature.

(i) Transaction Information.Except as may be required by Applicable Law, none of the Performance Guarantor, any Affiliate of the Performance Guarantor or any third party with which the Performance Guarantor or any Affiliate thereof has contracted, has delivered, in writing or orally, to any Rating Agency, or monitoring a rating of, any Commercial Paper, any Transaction Information without providing such Transaction

79

InformationtotheapplicableGroupAgentpriortodeliverytosuchRatingAgencyandhasnot participated in any oral communications with respect to Transaction Information with any RatingAgencywithoutinvitingsuchGroupAgenttoparticipateinsuchoralcommunications.

(j) Financial Condition.The consolidated balance sheets of the Performance Guarantor and its consolidated Subsidiaries as of June 30, 2023 and the related statements of income and shareholders’ equity of the Performance Guarantor and its consolidatedSubsidiariesforthefiscalquarterthenended,copiesofwhichhavebeenfurnished to the Administrative Agent and the Group Agents, present fairly in all material respects the consolidatedfinancialpositionofthePerformanceGuarantoranditsconsolidatedSubsidiaries for the period ended on such date, all in accordance with GAAP.

(k) OtherTransactionDocuments.Eachrepresentationandwarrantymade bythePerformanceGuarantorundereachotherTransactionDocumenttowhichitisapartyis true and correct in all material respects as of the date when made.

(l) Ultimate Parent. The Performance Guarantor is the ultimate parent company of the Seller.

(m) Reaffirmation of Representations and Warranties.On the date of each Investment, 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 Performance Guarantor shall be deemed to have certified that(i)allrepresentationsandwarrantiesofthePerformanceGuarantorhereunderaretrueand correct in all material respects on and as of such day as though made on and as of such day, exceptforrepresentationsandwarrantieswhichapplyastoanearlierdate(inwhichcasesuch representationsandwarrantiesshallbetrueandcorrectinallmaterialrespectsasofsuchdate) and (ii) no Event of Termination or an Unmatured Event of Termination has occurred and is continuing or will result from such Investment or Release.

(n) Foreign Tax.Either:

(i) any interest received from the Seller under the Transaction Documents will be treated as interest income for the purposes of Foreign Tax and no deduction will be claimed by it for the purposes of Foreign Tax in respect of the payment of such interest income to it; or

(ii) acorrespondingamounttothedeductionfororonaccountoftax which the Seller would take in Ireland with respect to interest or other distributions payabletoitundertheTransactionDocumentswillbeincluded(withinthemeaningof section 835Z of the TCA) by it in its jurisdiction of incorporation.

Notwithstanding any other provision of this Agreement or any other Transaction Document, therepresentationsandwarrantiescontainedinthisSectionshallbecontinuing,andremainin full force and effect until the Final Payout Date.

80

Part 4

RepresentationsandWarrantiesoftheOriginators

In order to induce the Seller to enter into the Purchase and Sale Agreements and to make purchases pursuant to the Purchase and Sale Agreements, each Originator (and solely with respect to paragraph (aa), the Seller) hereby represents and warrants with respect to itself that each representation and warranty concerning it or the Receivables sold by it pursuant to the Purchase and Sale Agreement that is contained in the Master Framework Agreement is true and correct in all material respects (unless any such representation or warranty is qualified as to materiality, in which case such representation and warranty shall be true and correct in all respects)asifmadeonandasofsuchday,excepttotheextentthatanythereofexpresslyrelate to an earlier date, in which case they shall be true and correct in all material respects (unless any such representation or warranty is qualified as to materiality, in which case such representationandwarrantyshallbetrueandcorrectinallrespects)asofsuchearlierdate,and hereby makes the representations and warranties set forth in this Schedule 3 (Representations and Warranties) Part 4 (Representations and Warranties of the Originators):

(a) Existence and Power.Such Originator (i) is duly organized, validly existing and (where applicable) in good standing under the laws of the jurisdiction of its incorporation,organizationorformation,(ii)hasfullpowerandauthoritytoownitsproperties and to conduct its business as such properties are currently owned and such business is presently conducted and (iii) 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 requires such qualification, licenses or approvals, except in each case, wherethefailuretodosocouldnotreasonablybeexpectedtohaveaMaterialAdverseEffect.

(b) Power and Authority; Due Authorization.Such Originator (i) has all necessary power and authority to (A) execute and deliver this Agreement and the other TransactionDocumentstowhichitisaparty,(B)performitsobligationsunderthisAgreement and the other Transaction Documents to which it is a party and (C) charge and assign and otherwise grant security in the Receivables and the Related Rights to the Seller on the terms andsubjecttotheconditionsoftheTransactionDocumentsand(ii)hasdulyauthorizedbyall necessary 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.

(c) NoConflictorViolation.Theexecution,deliveryandperformanceof, and the consummation of the transactions contemplated by, this Agreement and the other Transaction Documents to which it is a party, and the fulfillment of the terms hereof and 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,deedoftrust,orotheragreementorinstrumenttowhichsuchOriginator isapartyorbywhichitoranyofitspropertiesisbound,(ii)resultinthecreationorimposition ofanyAdverseClaimuponanyoftheReceivablesorRelatedRights,pursuanttothetermsof any such indenture, credit agreement, loan agreement, security agreement, mortgage, deed of trust, 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 suchconflict,breach,default,AdverseClaimorviolationcouldnotreasonablybeexpectedto have a Material Adverse Effect.

81

(d) Governmental Approvals.Except where the failure to obtain or make suchauthorization,consent,order,approvaloractioncouldnotreasonablybeexpectedtohave aMaterialAdverseEffect,allauthorizations,consents,ordersandapprovalsof,orotheractions by, any Governmental Authority that are required to be obtained by such Originator in connectionwiththegrantofasecurityinterestintheReceivablesandtheRelatedRightstothe Seller pursuant to the Transaction Documents or the due execution, delivery and performance bysuchOriginatorofthisAgreementoranyotherTransactionDocumenttowhichitisaparty andtheconsummationbysuchOriginatorofthetransactionscontemplatedbythisAgreement andtheotherTransactionDocumentstowhichitisapartyhavebeenobtainedormadeandare in full force and effect.

(e) Environmental Compliance.Each Originator conducts in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on its businesses, operations and properties. Such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect

(f) Insurance.ThepropertiesofeachOriginatorareinsuredwithfinancially sound and reputable insurance companies not Affiliates of the Originator, in such amounts, withsuchdeductiblesandcoveringsuchrisksasarecustomarilycarriedbycompaniesengaged insimilarbusinessesandowningsimilarpropertiesinlocalitieswheretherespectiveOriginator operates.

(g) IntellectualProperty;Licensesetc..EachOriginatorowns,orpossesses the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, trade secrets, know-how, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of its businesses, withoutconflictwiththerightsofanyotherPerson.TothebestknowledgeofeachOriginator, no product, service, process, method, substance, part or other material now used, or now contemplated to be used, by the Originator infringes, misappropriates or otherwise violates uponanyrightsheldbyanyotherPerson.Noclaimorlitigationregardinganyoftheforegoing ispendingor,tothebestknowledgeofeachOriginator,threatened,which,eitherindividually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. To the best knowledge of each Originator, there has been no unauthorized use, access, interruption, modification, corruption or malfunction of any information technology assets or systems (or any information or transactions stored or contained therein or transmitted thereby) owned or used by the Originator, which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

(h) Valid Sale.Each sale of Receivables and the Related Rights made by such Originator pursuant to the Transaction Documents shall constitute a valid sale (or, with respecttoanycontribution),transferandassignmentofReceivablesandRelatedRightstothe Seller,enforceableagainstcreditorsof,andpurchasersfrom,suchOriginator,except(i)assuch enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii)assuchenforceabilitymaybelimitedbygeneralprinciplesofequity,regardlessofwhether such enforceability is considered in a proceeding in equity or at law.

(i) Disclosure.Such Originator has disclosed to the Administrative Agent and the Purchaser Parties all agreements, instruments and corporate or other restrictions to whichitissubject,andallothermattersknowntoit,that,individuallyorintheaggregate,

82

could reasonably be expected to result in a Material Adverse Effect.No report, financial statement, certificate or other information furnished (whether in writing or orally) by such Originator to the Administrative Agent or any Purchaser Party in connection with the transactionscontemplatedherebyandthenegotiationofthisAgreementordeliveredhereunder orunderanyotherTransactionDocument(ineachcase,asmodifiedorsupplementedbyother information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information,suchOriginatorrepresentsonlythatsuchinformationwaspreparedingoodfaith based upon assumptions believed to be reasonable at the time.

(j) Binding Effect of Agreement.This Agreement and each of the other TransactionDocumentstowhichitisapartyconstitutethelegal,validandbindingobligations of such Originator, enforceable against such Originator in accordance with their respective terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization,moratoriumorothersimilarlawsaffectingtheenforcementofcreditors’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.

(k) Accuracy of Information.None of the written information (including e-mail) heretofore, contemporaneously or hereafter furnished by such Originator or any of its agentsoradvisorstotheSeller,anyPurchaser,anyGroupAgent,ortheAdministrativeAgent 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 misleadinginanymaterialrespectonthedateasofwhichsuchinformationisprovided,dated or certified, and no such item of information contains or will contain any untrue statement of material fact or omits or will omit to state a material 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; provided that any such information delivered subsequent toanyotherwritteninformationandonthesamesubjectmattershall,solelytotheextenteach such item of information is delivered to the same addressee, supersede such earlier delivered information unless the applicable Originator 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 certificate delivered pursuant to this Agreement or any other Transaction Document shall omit to state any material fact necessary to make the statements containedthereinnotmisleadingonthedateasofwhichsuchinformationisdatedorcertified. Withrespecttoanyprojections,budgetsandotherforwardlookingfinancialinformation,itis understood and agreed that (i) any forward-looking information furnished by such Originator issubjecttoinherentuncertaintiesandcontingencies,whichmaybebeyondthecontrolofsuch Person, (ii) no assurance is given by any Originator that the results or forecast in any such forward-looking information will be realized and (iii) the actual results may differ from the forecast results set forth in such forward-looking information and such differences may be material.Furthermore,norepresentationorwarrantyismadewithrespecttoinformationofa general economic or general industry nature.Notwithstanding anything in the forgoing paragraph, it is understood and agreed that this paragraph (k) shall not apply to any matters addressed by paragraph (p).

(l) Actions, Suit.Such Originator is not in violation of any order of any Governmental Authority that would, individually or in the aggregate with all such other violations,reasonablybeexpectedtohaveaMaterialAdverseEffect.Therearenoactions,

83

suits, litigation or proceedings pending or, to its knowledge, threatened in writing against or affectingsuchOriginatororanyofitsAffiliatesortheirrespectiveproperties,inorbeforeany 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.

(m) NoMaterialAdverseEffect.SinceSeptember30,2022,therehasbeen no Material Adverse Effect with respect to such Originator.

(n) Names and Location.Except for the Irish Originator, which was previouslycalledVorniaLimiteduntilApril2018,suchOriginatorhasnotusedanycorporate names,tradenamesorassumednamessincethedateoccurringfivecalendaryearspriortothe Closing Date other than its name set forth on the signature pages hereto.Such Originator is “located” (as such term is defined in the applicable UCC) in the jurisdiction specified in the relevantPurchaseandSaleAgreementandsincethedateoccurringfivecalendaryearspriorto the Closing Date, has not been “located” (as such term is defined in the applicable UCC) in any other jurisdiction.Such Originator keeps its records concerning the Receivables stored electronically via a cloud-based document storage platform.

(o) MarginStock.SuchOriginatorisnotengaged,principallyorasoneof its important activities, in the business of extending credit for the purpose of purchasing or carryingmarginstockinamannerthatcouldreasonablybeexpectedtoresultinaviolationof Regulations T, U and X of the Board of Governors of the Federal Reserve System, and no Purchase Price payments or proceeds under Transaction Documents will be used to purchase orcarryanymarginstockortoextendcredittoothersforthepurposeofpurchasingorcarrying any margin stock.

(p) Eligible Receivables.Each Receivable included as an Eligible ReceivableinthecalculationoftheNetReceivablesPoolBalanceasofanydateisanEligible Receivable as of such date.

(q) Credit and Collection Policy.Such Originator has complied in all materialrespectswiththeCreditandCollectionPolicywithregardtoeachReceivablesoldby it pursuant to the Transaction Documents and each related Contract.

(r) InvestmentCompanyAct.SuchOriginatorisnot,andisnotcontrolled by, an “investment company” registered or required to be registered under the Investment Company Act.

(s) Anti-Money Laundering/International Trade Law Compliance.Such Originator is not a Sanctioned Person.Such Originator, either in its own right or through any thirdparty,(i)doesnothaveanyofitsassetsinaSanctionedJurisdictionorinthepossession, custodyorcontrolofaSanctionedPersoninviolationofanyAnti-TerrorismLaw;(ii)neither doesbusinessinorwith,norderivesanyofitsincomefrominvestmentsinortransactionswith, any Sanctioned Jurisdiction or Sanctioned Person in violation of any Anti-Terrorism Law; or (iii) doesnotengageinanydealingsortransactionsprohibitedbyanyAnti-TerrorismLaw.

(t) Anti-CorruptionLaws.SuchOriginatorhasconducteditsbusinessesin compliance in all material respects with Anti-Corruption Laws.

84

(u) FinancialCondition.

(i) The audited consolidated balance sheet of the Performance Guarantor and its consolidated Subsidiaries as of September 30, 2022 and the related statements of income and shareholders’ equity of Parent and its consolidated Subsidiaries for the fiscal quarter then ended, copies of which have been furnished to the Administrative Agent and the Purchasers, present fairly in all material respects the consolidated financial position of the Parent and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP.

(ii) Onthedatehereof,andonthedateofeachpurchasepursuantto thePurchaseandSaleAgreement(bothbeforeandaftergivingeffecttosuchpurchase), suchOriginatoris,andwillbeonsuchdate,SolventandnoInsolvencyProceedingwith respect to such Originator is, or will be on such date, pending or threatened.

(v) Taxes.Such Originator has (i) timely filed all Tax returns (federal, state, foreign and local) and reports required by Applicable Law to have been filed by it and (ii) paid, or caused to be paid, all Taxes, assessments and governmental charges thereby shown to be owing by it, other than any such Taxes, assessments or charges that are being contested in good faith by appropriate proceedings and for which appropriate reserves in accordance with GAAP have been established except in each case to the extent such failure to pay or file could not reasonably be expected to result in a Material Adverse Event.

(i) Such Originator is not required to make any withholding or deduction on account of Tax from any payment it may make (or be deemed to make) under any Transaction Document.

(ii) UndertheLawsofsuchOriginator'sjurisdictionofincorporation andTaxresidenceitisnotnecessarythatanystamp,registrationorsimilarTaxbepaid on or in relation to any Transaction Document or any transaction contemplated thereunder, in any case, except any filing, recording or enrolling or any tax or fee payable in Italy in relation to the Transaction Documents (i) in any “case of use”, including the filing, recording or enrolment of any Transaction Document with any Italian judicial authority (when carrying out any administrative activity) or administrative authority (unless such filing is mandatory at law); and (ii) on voluntary registrationofanyTransactionDocumentwiththeItaliantaxauthority;and(iii)inthe event any of the provisions of the Transaction Document is mentioned in any separate document entered into between the same parties (alone or together with other parties) which have not been previously registered; and (iv) where any Transaction Document is enforced in Italy either by way of a direct court judgment or an exequatur of a judgment rendered outside Italy.

(iii) SuchOriginatorisnotrequiredtoaccounttoanyGovernmental AuthorityforanyVATinrespectofthesalebyitofanyReceivableandnowithholding orotherTaxisdeductibleorpayableonanypaymentmadebyanObligorwithrespect to any Receivable.

(iv) Such Originator is acting in the course of its business in selling the Receivables.

85

(v) TotheextenttheobligorofanyReceivableisanIrishregistered company the Receivable does not carry any rights of conversion into stocks or marketable securities of an Irish company, does not have any share type rights such as voting power or rights to dividends and does not carry any right to interest linked to a share index or indices.

(w) ERISA. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, no steps have been taken by any PersontoterminateanyPensionPlantheassetsofwhicharenotsufficienttosatisfyallofany Originator’sbenefitliabilities(asdeterminedunderTitleIVofERISA),nocontributionfailure 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 materialrespectsincompliancewithitstermsandapplicableprovisionofERISAandtheCode. NeithertheSellernoranyERISAAffiliatehasanymaterialliabilitytoaMultiemployerPlan.

(x) Data Protection Law.If and to the extent Data Protection laws apply to personal data processed (as defined in the relevant Data Protection Laws) by any party in connection with the performance of their obligations under, or in connection with, the Transaction Documents, where such Originator has provided personal data (as defined in the relevant Data Protection Laws) to the Administrative Agent and/or the Purchasers, it has provided all notices required to, and obtained all consents (if required by the relevant Data ProtectionLaws)from,datasubjects(asdefinedintherelevantDataProtectionLaws)toenable use,disclosureandprocessingofsuchpersonaldata(asdefinedintherelevantDataProtection Laws)bysuchOriginator,theAdministrativeAgentandthePurchasersinaccordancewithits relevant obligations under applicable Data Protection Laws for the purposes contemplated under the Transaction Documents.

(y) Transactionnotfraudulent,undervalue,preferenceorunprofitable.The execution, delivery and performance of the consummation of the transaction contemplated by this Agreement and the Transaction Documents to which such Originator is a party will not give rise to a transaction at an undervalue, an unfair preference, an extortionate credit transaction or a conveyance of property made with the intent to defraud creditors and is not otherwise void or voidable under any bankruptcy or insolvency laws or for any other reason.

(z) No Fraudulent Conveyance.No sale or contribution pursuant to the PurchaseandSaleAgreementconstitutesafraudulenttransferorconveyanceunderanyUnited Statesfederalorapplicablestatebankruptcyorinsolvencylawsorisotherwisevoidorvoidable under such or similar laws or principles or for any other reason.

(aa)Ordinary Course of Business.Each of the Originators and the Seller representsandwarrantsas toitself that each remittance ofCollectionsby oronbehalfof such OriginatortotheSellerunderthistheTransactionDocumentswillhavebeen(i)inpaymentof anobligationincurredbysuchOriginatorintheordinarycourseofbusinessorfinancialaffairs of such Originator and the Seller and (ii) made in the ordinary course of business or financial affairs of such Originator and the Seller.

(bb)GoodTitle; Perfection.

(i) Immediately preceding its sale or contribution of each Receivable pursuant to the Purchase and Sale Agreement, such Originator was the owner of such Receivable and Related Rights sold or contributed or purported to be

86

soldorcontributed,asthecasemaybe,freeandclearofanyAdverseClaims,andeach such sale or contribution pursuant to the Purchase and Sale Agreement constitutes a validsaleorcontribution,transferandassignmentofallofsuchOriginator’sright,title andinterestin,toandundertheReceivablesandRelatedRightssoldorcontributedby it, free and clear of any Adverse Claims; and

(ii) On or before the date hereof and before the generation by such Originator of any new Receivable to be sold, contributed or otherwise conveyed pursuant to the Purchase and Sale Agreement, all financing statements and other documents, if any, required to be recorded or filed in order to perfect and protect the Seller’s security interest in Receivables and Related Rights to be sold or otherwise conveyed pursuant to the Purchase and Sale Agreement against all creditors of and purchasersfromsuchOriginatorwillhavebeendulyfiledineachfilingofficenecessary for such purpose, and all filing fees and taxes, if any, payable in connection with such filings shall have been paid in full.

(iii) Upon the creation of each new Receivable sold, contributed or otherwise conveyed or purported to be conveyed pursuant to the Purchase and Sale AgreementandontheClosingDateforthenexistingReceivables,theSellershallhave a valid first priority security interest in each Receivable sold to it pursuant to the Purchase and Sale Agreement, free and clear of any Adverse Claim.

(cc)PerfectionRepresentations.

(i) The Security Documents to which it is a party (A) assigns by way of security and (B) creates a valid and continuing security interests in the Originator’sright,titleandinterestin,toandundertheReceivablesandRelatedRights which (X) security interests are valid and effective, subject to standard legal reservations and (Y) will be free of all Adverse Claims;

(ii) Prior to the sale and assignment of, or grant of security interest in,theReceivablesandRelatedRightspursuanttoPurchaseandSaleAgreements,such Originator legally and beneficially owned and had good and marketable title to such Receivables and Related Rights free and clear of any Adverse Claim;

(iii) All appropriate registrations, financing statements, financing statementamendmentsandcontinuationstatementshavebeenfiledintheproperfiling office in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) the sale of the Receivables and Related Rights from each Originator to the Seller pursuant to the Receivables Purchase Agreement;

(iv) Other than the security interest granted to the Seller pursuant to theTransactionDocuments,suchOriginatorhasnotpledged,assigned,sold,granteda security interest in (other than those released on the Closing Date or any other date on which a Receivable is sold or otherwise conveyed pursuant to the Purchase and Sale Agreement),orotherwiseconveyedanyoftheReceivablesorRelatedRightsexceptas permitted by this Agreement and the other Transaction Documents.Such Originator hasnotauthorizedthefilingofandisnotawareofanyfinancingstatementsorsecurity interests filed against such Originator that include a description of collateral covering the Receivables and Related Rights other than any financing statement or security interests (i) in favour of the Administrative Agent or (ii) that has been terminated or

87

amended to reflect the release of any security interest in the Receivables and Related Rights.SuchOriginatorisnotawareofanyjudgmentlien,ERISAlienortaxlienfilingsagainstsuchOriginatorthatisnotreleasedsimultaneouslyorpriortoitstransfer pursuant to the Purchase and Sale Agreement; and

(v) Notwithstanding any other provision of this Agreement or any otherTransactionDocument,therepresentationscontainedinthisparagraph(cc)shall be continuing and remain in full force and effect until the Final Payout Date;

(dd)RelianceonSeparateLegalIdentity. SuchOriginatoracknowledgesthat each of the Purchasers and the Administrative Agent are entering into the Transaction Documents to which they are parties in reliance upon the Seller’s identity as a legal entity separate from such Originator.

(ee)Opinions.ThefactsregardingsuchOriginator,theReceivablessoldby it pursuant to the Purchase and Sale Agreement, the Related Security and the related matters set forth or assumed in each of the opinions of counsel delivered in connection with this Agreement and the Transaction Documents are true and correct in all material respects.

(ff)Enforceability of Contracts.Each Contract related to any Receivable soldorcontributedbysuchOriginatorpursuanttothePurchaseandSaleAgreementiseffective tocreate,andhascreated,alegal,validandbindingobligationoftherelatedObligortopaythe outstandingbalanceofsuchReceivable,enforceableagainsttheObligorinaccordancewithits terms, without being subject to any defense, deduction, offset or counterclaim and such OriginatorhasfullyperformeditsobligationsundersuchContractexceptasmaybelimitedby 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 equity or at law.

(gg)Nature of Pool Receivables.All Pool Receivables sold or contributed bysuchOriginator:(i)wereoriginatedbysuchOriginatorintheordinarycourseofitsbusiness,(ii)weresoldtotheSellerforfairconsiderationandreasonablyequivalentvalue,(iii)represent all,oraportionofthepurchasepriceofmerchandise,insuranceorserviceswithinthemeaning of Section 3(c)(5)(A) of the Investment Company Act and (iv) do not relate to, and are not securedon,IrishlandorIrishlandassets.ThepurchaseofPoolReceivableswiththeproceeds of Investments made under the Receivables Purchase Agreement would constitute a “current transaction” for purposes of Section 3(a)(3) of the Securities Act.

(hh)Compliance with Applicable Laws.Each Originator is in compliance with the requirements of all laws, rules and regulations applicable to its property or business operations, except in such instance where any failure to comply therewith, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(ii)Servicing Programs.No license or approval is required for theServicer’s or the Seller’s use of any software or other computer program used by such Originator in the servicing of the Receivables, other than those which have been obtained and are in full force and effect.

88

(jj)CompliancewithTransactionDocuments.EachOriginatorhas complied with all of the terms, covenants and agreements contained in the other Transaction Documents to which it is a party.

(kk)Reaffirmation of Representations and Warranties by each Originator.On each day that a new Receivable is created, and when sold or contributed to the Seller pursuanttothePurchaseandSaleAgreement,suchOriginatorshallbedeemedtohavecertified that all representations and warranties set forth in this Schedule 3 (Representations and Warranties)Part4(RepresentationsandWarrantiesoftheOriginators)aretrueandcorrectin allmaterialrespects(unlesssuchrepresentationorwarrantycontainsamaterialityqualification and,insuchcase,suchrepresentationorwarrantyshallbetrueandcorrectasmade)onandas of such day (except for representations and warranties which apply as to an earlier date, in whichcasesuchrepresentationsandwarrantiesshallbetrueandcorrectasofsuchearlierdate). Notwithstanding any other provision of this Agreement or any other Transaction Document, therepresentationscontainedinthisparagraphshallbecontinuingandremaininfullforceand effect until the Final Payout Date.

(ll)AffectedFinancialInstitution.NoOriginatorisanAffectedFinancial

Institution.

(mm)ItalianOriginators.(i)NoneofthecircumstancessetoutinArticle2447orinArticle2482-ter,asthecasemaybe,oftheItalianCivilCodehasarisenandiscontinuing inrespectofanyItalianOriginatoronthedateofthisAgreementandontheClosingDate;and (ii)noItalianOriginatorhascreatedanysegregatedpoolofassets(patrimonodestinatoaduno specifico affare) nor incurred any finanziamento destinato ad uno specifico affare pursuant to article 2447-bis and following of the Italian Civil Code.

(nn)ForeignTax.TheSwissOriginatoronlyrepresentsandwarrantsthat

either:

(i) any interest received from the Seller under the Transaction Documents will be treated as interest income for the purposes of Foreign Tax and no deduction will be claimed by it for the purposes of Foreign Tax in respect of the payment of such interest income to it; or

(ii) acorrespondingamounttothedeductionfororonaccountoftax which the Seller would take in Ireland with respect to interest or other distributions payabletoitundertheTransactionDocumentswillbeincluded(withinthemeaningof section 835Z of the TCA) by it in its jurisdiction of incorporation. 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.

89

SCHEDULE4

COVENANTS

Part 1

CovenantsoftheSeller

CovenantsoftheSeller.AtalltimesfromtheClosingDateuntiltheFinalPayoutDate:

(a) Payment of Principal and Yield.The Seller shall duly and punctually pay Capital, Yield, Fees and all other amounts payable by the Seller hereunder in accordance with the terms of the Receivables Purchase Agreement.

(b) Existence.TheSellershallkeepinfullforceandeffectitsexistenceand rightsasadesignatedactivitycompanyunderthelawsofIreland,andshallobtainandpreserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the other Transaction Documents, the Sold Assets and the Seller Collateral, except to the extent the failure to be so dulyorganized,ingoodstandingortomaintainauthoritywouldnotreasonablybeexpectedto 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, annual unaudited financial statements of the Seller certified by a Financial OfficeroftheSellerthattheyfairlypresentinallmaterialrespects,inaccordancewith 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 completionandinnoeventlaterthan45daysfollowingtheendofeachofthefirstthree fiscal quarters in each of the Seller’s fiscal years, quarterly unaudited financial statements 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) Information Packages and Weekly Reports.By no later than 5:00p.m.(Londontime)oneachMonthlyReportingDate(and,duringthecontinuation of an Event of Termination or an Unmatured Event of Termination, within three (3) BusinessDaysafterarequestfromtheAdministrativeAgentoranyGroupAgent),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) the Performance Guarantor’s unsecured debt has a public rating from S&P below “BB-”, (b) the Performance Guarantor’s unsecured debt has a public rating from Moody’s below “Ba3”, or (c) the occurrence and during the continuation of an Event of Default in accordance with Section6.04(a)(vii)of the Receivables Purchase Agreement, the Servicer shall be obligated to prepare and forward to the Administrative Agent and each Group Agent a Weekly Report on every Thursday of each calendar week (or the next Business Day if such day

90

is 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 Friday preceding the applicable reporting date and beginning on (and including) the Saturday preceding such Friday.

(iv) Other Information.Such other information (including non-financialinformation)astheAdministrativeAgentoranyGroupAgentmayfromtime to time reasonably request.

(v) Quarterly Financial Statements of the Performance Guarantor. Assoonasavailableandinnoeventlaterthan45daysfollowingtheendofeachofthe first three fiscal quarters in each of the Performance Guarantor’s fiscal years, (i) the unaudited consolidated balance sheet and statements of income of the Performance Guarantor 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 quarter and for the elapsed portion of the fiscal year ended with the last day of such fiscalquarter,ineachcasesettingforthcomparativefiguresforthecorrespondingfiscal quarter in the prior fiscal year, all of which shall be certified by a Financial Officer of the Performance Guarantor that they fairly present in all material respects, in accordance with GAAP, the financial condition of the Performance Guarantor and its consolidatedSubsidiariesasofthedatesindicatedandtheresultsoftheiroperationsfor 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 the Performance Guarantor. Within90daysafterthecloseofeachofthePerformanceGuarantor’sfiscalyears,the consolidated balance sheet of the Performance Guarantor and its consolidated Subsidiariesasattheendofsuchfiscalyearandtherelatedconsolidatedstatementsof 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 withGAAP,thefinancialconditionofthePerformanceGuarantoranditsconsolidated Subsidiaries as of the dates indicated and the results of their operations for the periods indicated.

(vii) OtherReportsandFilings.Promptly(butinanyeventwithinten days) after the filing or delivery thereof, copies of all financial information, proxy materials and reports, if any, which the Performance Guarantor 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,proxystatementsorothermaterialrequiredtobedeliveredpursuanttothis paragraph (c)shall be deemed to have been furnished to each of the Administrative Agent 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.

91

(d) Notices.The Seller (or the Servicer on its behalf) will notify the AdministrativeAgentandeachGroupAgentinwritingofanyofthefollowingeventspromptly upon(butinnoeventlaterthanfive(5)BusinessDaysafter)aFinancialOfficerorotherofficer learningoftheoccurrencethereof,withsuchnoticedescribingthesame,andifapplicable,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 anyEventofTerminationorUnmaturedEventofTerminationthathasoccurredandis continuing and the action which the Seller proposes to take with respect thereto.

(ii) Litigation.The institution of any litigation, arbitration proceeding or governmental proceeding with respect to the Seller, the Servicer, any PerformanceGuarantororanyOriginator,whichwithrespecttoanyPersonotherthan the Seller, could reasonably be expected to have a Material Adverse Effect.

(iii) 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 thantheSeller,theServicerortheAdministrativeAgentshallobtainanyrightsordirect any action with respect to any Collection Account or Seller Collection Account 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.

(iv) Change in Name or Jurisdiction of Organization, etc.At least thirty(30)daysbeforeanychangeinanyOriginator’sortheSeller’sname,jurisdiction of organization or any other change requiring the amendment of security filings.

(v) ChangeinAccountantsorAccountingPolicy.Anychangein(i) the external accountants of the Seller, the Servicer, any Originator, the Parent or the Performance Guarantor, (ii) any accounting policy of the Seller or (iii) any material accountingpolicyofanyOriginatorthatisrelevanttothetransactionscontemplatedby the Receivables Purchase Agreement or any other Transaction Document (it being understoodthatanychangetothemannerinwhichanyOriginatoraccountsforthePool Receivables shall be deemed “material” for such purpose).

(vi) Termination Event.The occurrence of a Purchase and Sale Termination Event under any Purchase and Sale Agreement.

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

(e) Conductof Business.TheSellerwill carryon and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presentlyconductedandwilldoallthingsnecessarytoremaindulyorganized,validlyexisting andingoodstandingasadomesticorganizationinitsjurisdictionoforganizationandmaintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted, except to the extent the failure to be so duly organized, in good standing or to maintain authority would not reasonably be expected to have a Material Adverse Effect.

92

(f) Compliance with Laws.The Seller will comply with all Applicable Lawstowhichitmaybesubjectifthefailuretocomplycouldreasonablybeexpectedtohave a Material Adverse Effect.

(g) Payments on Receivables, Collection Accounts.The Seller (or the Serviceronitsbehalf)will,andwillcauseeachOriginatorto,atalltimes,instructallObligors to deliver payments on the Pool Receivables to a Collection Account.The Seller (or the Serviceronitsbehalf)will,andwillcauseeachOriginatorto,atalltimes,maintainsuchbooks 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 ServiceroranOriginator,itshallholdsuchpaymentsintrustforthebenefitof(or,totheextent the concept of trust is not recognized in the relevant jurisdiction, on behalf 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 the relevant Collection Account Declaration of Trust and/or the relevantCollectionsAccountPledgeAgreement.TheSellershallnotpermitfundsotherthan 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 within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds.The Seller will not, andwillnotpermittheServicer,anyOriginatororanyotherPersontocommingleCollections orotherfundstowhichtheAdministrativeAgent,anyGroupAgentoranyotherSecuredParty is entitled, with any other funds unless agreed by the Administrative Agent in writing.The Seller will not, and will not permit the Servicer, any Originator or any other Person to deposit funds into a Collection Account from a Sanctioned Person. The Seller shall only add a Collection Account or a Collection Account Bank to those listed on Schedule II to the Receivables Purchase Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of the relevant Collection Account Declaration of Trust and/or the relevant Collection Account Pledge Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank.The Seller shall only terminate a Collection Account BankorcloseaCollectionAccountorSellerCollectionAccountwiththepriorwrittenconsent of the Administrative Agent.The Servicer shall ensure that no disbursements are made from any Collection Account or Seller Collection Account, other than such disbursements that are required pursuant to the terms of the Transaction. The Seller will not and will not permit any amounttobewithdrawnfromaCollectionAccountoraSellerCollectionAccountthatwould cause either of them to become overdrawn, without the prior consent of the Purchasers.

(h) Sales, Liens, etc.Except as otherwise provided herein, the Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any Pool Receivable, Sold Assets or any Seller Collateral, or assign any right to receive income in respect thereof.

(i) Extension or Amendment of Pool Receivables.Except as otherwise permittedinSection6.02oftheReceivablesPurchaseAgreement,theSellerwillnot,andwill not permit the Servicer to, alter the delinquency status or adjust the Outstanding Balance or otherwisemodifythetermsofanyPoolReceivableinanymaterialrespect,oramend,modify

93

or waive, in any material respect, any term or condition of any related Contract.The Seller 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 with the Credit and Collection Policy with regard to each Pool Receivable and the related Contract.

(j) Change in Credit and Collection Policy.The Seller will not make any change in the Credit and Collection Policy that could impair the collectability of any Eligible ReceivableinanymaterialrespectorreasonablybeexpectedtohaveaMaterialAdverseEffect withoutthepriorwrittenconsentoftheAdministrativeAgentandtheMajorityGroupAgents. At least ten (10) Business Days prior to the date any material change in or amendment to the Credit and Collection Policy is made, the Seller will deliver a copy of the updated Credit and Collection Policy to the Administrative Agent and each Purchaser.

(k) Fundamental Changes.The Seller shall not, without the prior written consentoftheAdministrativeAgentandtheMajorityGroupAgents,permititself(i)tomerge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transactionorinaseriesoftransactions)allorsubstantiallyallofitsassets(whethernowowned or hereafter acquired) to, any Person or (ii)undertake any division of its rights, assets, obligations,orliabilitiespursuanttoaplanofdivisionorotherwisepursuanttoApplicableLaw or (iii)to be directly owned by any Person other than an Originator.The Seller shall not, withoutthepriorwrittenconsentoftheAdministrativeAgentandtheMajorityGroupAgents, 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.

(l) BooksandRecords.TheSellershallmaintainandimplement(orcause theServicertomaintainandimplement)administrativeandoperatingprocedures(includingan ability to 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 reasonablynecessaryoradvisableforthecollectionofallPoolReceivables(includingrecords adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).

(m) Identifying of Records.The Seller shall: (i) identify (or cause the Servicertoidentify)itsmasterdataprocessingrecordsrelatingtoPoolReceivablesandrelated Contracts with a legend that indicates that the Pool Receivables have been pledged in accordance with the Receivables Purchase Agreement and (ii) cause each Originator so to identify its master data processing records with such a legend.

(n) Change in Payment Instructions to Obligors.The Seller shall not (and shallnotpermitanyOriginator,theServiceroranySub-Servicerto)add,replaceorterminate any Collection Account or make any change in its (or their) instructions to the Obligors regardingpaymentstobemadetotheCollectionAccounts,otherthananyinstructiontoremit payments to a different Collection Account, unless the Administrative Agent shall have received (i) prior written notice of such addition, termination or change and (ii) the relevant Collection Account Declaration of Trust and/or the relevant Collection Account Pledge Agreement (or amendment thereto) with respect to such new Collection Accounts, and the Administrative Agent shall have consented to such change in writing.

94

(o) SecurityInterest,Etc.TheSellershall(andshallcausetheServicerto), atitsexpense,takeallactionnecessaryorreasonablydesirabletoestablishandmaintainavalid and enforceable ownership or security interest in the Sold Assets and Seller Collateral, and a first priority security interest in the Sold Assets and Seller Collateral, in each case free and clear of any Adverse Claim, in favour 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 AgentoranySecuredPartymayreasonablyrequest.Inordertoevidencethesecurityinterests of the Administrative Agent under the UK Security Agreement, the Seller shall, from time to timetakesuchaction,orexecuteanddeliversuchinstrumentsasmaybenecessary(including, without limitation, such actions as are reasonably requested by the Administrative Agent) to maintainandperfect,asafirst-priorityinterest,theAdministrativeAgent’ssecurityinterestin the Receivables, Related Security and Collections.The Seller shall, from time to time and within the time limits established by law, prepare and present to the Administrative Agent for theAdministrativeAgent’sauthorizationandapproval,allfinancingstatements,amendments, continuationsorinitialfinancingstatementsinlieuofacontinuationstatement,orotherfilings necessary to continue, maintain and perfect the Administrative Agent’s security interest as a first-priority interest.

(p) Certain Agreements.Without the prior written consent of the Administrative Agent and the Majority Group Agents, the Seller will not (and will not permit anyOriginatorortheServicerto)amend,modify,waive,revokeorterminateanyTransaction Document to which it is a party or any provision of the Seller’s organizational documents.

(q) RestrictedPayments.(i)theSellerwillnot:(A)purchaseorredeemany ofitsmembershipinterestsorshares,asapplicable,(B)declareorpayanydividendorsetaside anyfundsforanysuchpurpose,(C)prepay,purchaseorredeemanyDebt,(D)lendoradvance any funds or (E)repay any loans or advances to, for or from any of its Affiliates (the amounts described in clauses (A)through (E)being referred to as “Restricted Payments”).

(ii)TheSellermaymakeRestrictedPaymentsonlyoutofthefunds, if any, it receives pursuant to Section 3.01of the Receivables Purchase Agreement; providedthat the Seller shall not pay, make or declare any Restricted Payment (including any dividend) if, after giving effect thereto, any Event of Termination or Unmatured Event of Termination shall have occurred and be continuing.

(r) Other Business.The Seller will not: (i) engage in any business other than the transactions contemplated by the Transaction Documents, (ii) create, incur or permit toexistanyDebtofanykind(orcauseorpermittobeissuedforitsaccountanylettersofcredit or bankers’ acceptances other than pursuant to the Receivables Purchase Agreement or (iii) form any Subsidiary or make any investments in any other Person.

(s) Use of Collections Available to the Seller.The Seller shall apply the CollectionsavailabletotheSellertomakepaymentsinaccordancewithSection3.01(a)ofthe ReceivablesPurchaseAgreementorasotherwisepermittedunderthetermsoftheTransaction Documents.

(t) FurtherAssurances.(i)TheSellerherebyauthorizesandherebyagrees fromtimetotime,atitsownexpense,promptlytoexecute(ifnecessary)anddeliverallfurther instrumentsanddocuments,andtotakeallfurtheractions,thatmaybenecessaryordesirable, or that the Administrative Agent may reasonably request, to (A) validly sell and assign the

95

Receivables purported to be sold and assigned pursuant to the Receivables Purchase Agreement to the Administrative Agent (for the benefit of the Secured Parties) and (B) perfect, protect or more fully evidence the security interest granted pursuant to the Receivables Purchase Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under the Receivables Purchase Agreement and the other Transaction Document. Without limiting the foregoing, the Seller hereby authorizes, and will, upon the request of the Administrative Agent, at the Seller’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing.

(ii) The Seller authorizes the Administrative Agent to make registrations, file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the relatedContracts,CollectionswithrespecttheretoandtheotherSoldAssetsandSeller CollateralwithoutthesignatureoftheSeller.Aphotocopyorotherreproductionofthe Receivables Purchase 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 Ireland and shall not take any action to change its jurisdiction of organization.

(iv) The Seller will not change its name, location, identity or corporatestructureunless(x)theSeller,atitsownexpense,shallhavetakenallaction necessary or appropriate to perfect or maintain the perfection of the security interest under the UK Security Agreement.

(u) Anti-Money Laundering/International Trade Law Compliance.The Seller will not become a Sanctioned Person.No Covered Entity, either in its own right or through any third party, will (a) have any of its assets in a Sanctioned Jurisdiction or in the possession,custodyorcontrolofaSanctionedPersoninviolationofanyAnti-TerrorismLaw;(b) do business in or with, or derive any of its income from investments in or transactions with, any Sanctioned Jurisdiction or Sanctioned Person in violation of any Anti-Terrorism Law; (c) engage in any dealings or transactions prohibited by any Anti-Terrorism Law or (d) use the proceeds of any Investment to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Jurisdiction or Sanctioned Person in violation of any Anti-Terrorism Law. The funds used to repay each Investment will not be derived from any unlawful activity. The Seller shall comply with all Anti-Terrorism Laws. The Seller shall promptly notify the Administrative Agent and each Purchaser in writing upon the occurrence of a Reportable Compliance Event. The Seller has not used and will not use the proceeds of any Investment to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Jurisdiction.

(v) 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, anyTransactionInformationwithoutprovidingsuchTransactionInformationtotheapplicable Group Agent prior to delivery to such Rating Agency and will not participate in any oral

96

communicationswithrespecttoTransactionInformationwithanyRatingAgencywithoutthe participation of such Group Agent.

(w) Taxes.TheSellerwill(i)timelyfileallTaxreturnsrequiredtobefiled by it and (ii)pay, or cause to be paid, all Taxes, assessments and other governmental charges, ifany,otherthanTaxes,assessmentsandothergovernmentalchargesbeingcontestedingood faith by appropriate proceedings and as to which adequate reserves have been provided in accordance with GAAP.

(x) Seller’s Tax Status. The Seller shall remain a designated activity company limited by shares incorporated under the Companies Act 2014 of Ireland and a "qualifying company" for the purposes of Section 110 of the TCA which is resident for Tax purposessolelyinIrelandwithoutapermanentestablishmentorothertaxablepresenceoutside Ireland and shall not register to become a member of a VAT group.

(i) TheSellerwillconductitsboard-levelaffairsinaccordancewith its constitutive documentation from within its jurisdiction of incorporation.

(ii) All of the directors of the Seller except for Kevin Higgins are and shall remain resident for the purposes of taxation, in the jurisdiction of incorporation of the Seller.

(iii) AllofthedirectorsoftheSellershallexercisetheircontrolover thebusinessoftheSellerindependentlytakingallkeydecisionsrelatingtotheSellerat meetings held in Ireland and the Seller shall not grant to any person other than the directors any ability to participate in its financial and operating policy decisions.

(iv) The Seller will not do or permit any act or omission whereby it becomes liable to tax by virtue of domicile, residence, place of management or any other criterion of a similar nature anywhere in the world, other than in the jurisdiction of its incorporation.

(v) TheSellerwillmaintainitscentralmanagementandcontroland its place of effective management only in Ireland and in particular will ensure that it will not be treated under any of the double taxation treaties entered into by Ireland as being resident for tax purposes in any jurisdiction other than Ireland nor will it have a permanent establishment or a branch or agency or otherwise become subject to net incomeorsimilartaxinanyjurisdictionotherthanIrelandunderthelawsorguidelines or any jurisdiction (other than Ireland).

(vi) TheSellershallatalltimesuseallreasonableeffortstominimise any applicable taxes.

(vii) The Seller shall not take any action or permit any action to be takenwhichwouldcauseittoceasetobea“qualifyingcompany”asdefinedinsection 110(1) of the TCA.

(viii) The Seller shall ensure that the first assets to be acquired, held or managed by the Seller, or in respect of which legally enforceable arrangements are to be entered into by the Seller with another person which arrangements themselves constitute "qualifying assets" within the meaning of Section 110(1) of the TCA

97

("Qualifying Assets"), are Qualifying Assets and that they will have a market value of not less than EUR10,000,000 on the day that they are first acquired, first held, or such legally enforceable arrangement is first entered into, by the Seller and the Seller shall

ensurethatitwillnottransactanybusinesspriortotheacquisition,holding,managing or entering into of such assets (as the case may be);

(ix) The Seller does not and will not carry out any other business apart from the holding, managing or both the holding and managing, in each case in Ireland, of Qualifying Assets (including, in the case of plant and machinery acquired by the Seller, a business of leasing that plant and machinery) and activities which are ancillary thereto.

(x) The Seller has not entered and will not enter into any arrangement to transfer a financial instrument where the purpose of that transfer is to secure relief in respect of an amount of tax withheld at source from more than one person.

(xi) The Seller will not enter into any arrangement with respect to which it could reasonably be expected to be aware that it shared in the value of a tax benefit resulting from any hybrid mismatch (as defined in section 835Z of the TCA).

(xii) The Seller will not enter into a transaction or series of transactions involving a mismatch outcome (within the meaning of Part 35C of the TCA) where a payment by it directly or indirectly funds that mismatch outcome.

(xiii) TheSellerwillenterintoalltransactionscarriedonbyorwithit, otherthanthosetransactionstowhichSection110(4)oftheTCAappliesandwhichare not excluded from that provision by virtue of subsections (4A), (5) and (5A) of the TCA, on arm's length terms and in compliance with Part 35A of the TCA and where a number of services are provided to the Seller by the same service provider (or by a service provider and persons connected with the service provider) the fees paid by the Seller will be attributed between those services in a reasonable manner, having regard to the respective value and nature of the services.

(xiv) The Seller has not and will not make an election within the meaningofSection110(6)oftheTCAiftodosowouldadverselyaffectitscashflows.

(xv) The Seller shall conduct its affairs in accordance with its constitutionfromwithinIreland,andshallensurethatamajorityofthedirectorsofthe Seller are and shall remain Irish tax resident, that all the directors of the Seller shall exercisetheircontroloverthebusinessoftheSellerindependentlyandallmeetingsof the directors shall be held in Ireland and that all directors of the Seller (acting independently)shallexercisetheirauthorityonlyfromandwithinIrelandbytakingall key decisions relating to the Seller in Ireland.

(xvi) TheSellerhasnotified(orwillnotifywithintheapplicabletime limit) the Revenue Commissioners of Ireland of its intention to qualify under Section 110 of the TCA in the prescribed manner.

98

(y) LiquidityCoverageRatio.TheSellershallnotissueanyLCRSecurity.

(z) Certificate of Beneficial Ownership and Other Additional Information. The Seller shall provide to the Administrative Agent and the Purchasers: (i) confirmation of theaccuracyoftheinformationsetforthinthemostrecentCertificateofBeneficialOwnership provided to the Administrative Agent and the Purchasers; (ii) a new Certificate of Beneficial Ownership, in form and substance acceptable to the Administrative Agent and each Purchaser, when the individual(s) to be identified as a Beneficial Owner have changed; and (iii) such other information and documentation as may reasonably be requested by the Administrative Agent or any Purchaser from time to time for purposes of compliance by the Administrative Agent or such Purchaser with applicable Laws (including the USA PATRIOT Act and other “know your customer” and anti-money laundering rules and regulations), and any policy or procedure implemented by the Administrative Agent or such Purchaser to comply therewith.

(aa)Target balancing arrangements.The Seller shall not enter into or agree to any target balancing arrangements (or similar arrangements) in respect of the Seller Collection Accounts.

(bb)DerivativeContracts.TheSellershallnotenterintoany derivative

contracts.

99

Part 2

CovenantsoftheServicerandtheAshlandSub-Servicers

CovenantsoftheServicer.At alltimesfromtheClosing DateuntiltheFinalPayout Date:

(a) Existence.The Servicer and each Ashland Sub-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 and each Ashland Sub-Servicer shall obtain and preserveitsqualificationtodobusinessineachjurisdictioninwhichtheconductofitsbusiness or the servicing of the Pool Receivables as required by the Receivables Purchase Agreement requiressuchqualification,exceptwherethefailuretodosocouldnotreasonablybeexpected to have a Material Adverse Effect.

(b) FinancialReporting.TheServicerandeachAshlandSub-Servicerwill 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 afterthedeliveryofthefinancialstatementsreferredtoinSchedule4(Covenants)Part1 (Covenants of the Seller) paragraphs (c)(i) and (ii), a compliance certificate in form andsubstancesubstantiallysimilartoExhibitGoftheReceivablesPurchaseAgreement signed by a Financial Officer of the Servicer for itself and on behalf of each Ashland Sub-ServicerstatingthatnoEventofTerminationorUnmaturedEventofTermination 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) Information Packages and Weekly Reports.By no later than 5:00p.m.(Londontime)oneachMonthlyReportingDate(and,duringthecontinuation of an Event of Termination or an Unmatured Event of Termination, within three (3) BusinessDaysafterarequestfromtheAdministrativeAgentoranyGroupAgent),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 and each Ashland Sub-Servicer (as applicable).In addition to the foregoing, at such times as(a)thePerformanceGuarantor’sunsecureddebthasapublicratingfromS&Pbelow “BB-”, (b) the Performance Guarantor’s unsecured debt has a public rating from Moody’sbelow“Ba3”or(c)theoccurrenceandduringthecontinuationofanEventof Default in accordance with Section 6.04(a)(vii) of the Receivables Purchase Agreement,theServicershallbeobligatedtoprepareandforwardtotheAdministrative Agent and each Group Agent a Weekly Report on every Thursday of each calendar week (or the next Business Day if such day is not a Business Day), certified by the Servicer(ortheSelleronitsbehalf).ThereportingperiodcoveredbyaWeeklyReport shall be the period ending on (and including) the Friday preceding the applicable reporting date and beginning on (and including) the Saturday preceding such Friday.

(iii) Other Information.Such other information (including non-financialinformation)astheAdministrativeAgentoranyGroupAgentmayfromtime to time reasonably request.

(c) Notices.The Servicer and each Ashland Sub-Servicer will notify the AdministrativeAgentandeachGroupAgentinwritingofanyofthefollowingeventspromptly upon(butinnoeventlaterthanfive(5)BusinessDaysafter)aFinancialOfficerorotherofficer

100

learningoftheoccurrencethereof,withsuchnoticedescribingthesame,andifapplicable,the steps being taken by the Person(s) affected with respect thereto:

(i) Notice of Events of Termination or Unmatured Events ofTermination.AstatementofaFinancialOfficeroftheServicerandeachAshlandSub-Servicer(asapplicable)settingforthdetailsofanyEventofTerminationorUnmatured Event of Termination that has occurred and is continuing and the action which the Servicer and/or the Ashland Sub-Servicer proposes to take with respect thereto.

(ii) Litigation.The institution of any litigation, arbitration proceedingorgovernmentalproceedingwhichcouldreasonablybeexpectedtohavea Material Adverse Effect.

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

(iv) Change in Name or Jurisdiction of Organization, etc.At least thirty(30)daysbeforeanychangeinanyOriginator’sortheSeller’sname,jurisdiction of organization.

(v) ChangeinAccountantsorAccountingPolicy.Anychangein (i)the external accountants of the Seller, the Servicer, any Ashland Sub-Servicer, any Originator, the Parent or the Performance Guarantor, (ii)any accounting policy of the Seller or (iii) any material accounting policy of any Originator that is relevant to the transactions contemplated by the Receivables Purchase Agreement or any other TransactionDocument(itbeingunderstoodthatanychangetothemannerinwhichany Originator accounts for the Pool Receivables shall be deemed “material” for such purpose).

(vi) Termination Event.The occurrence of a Purchase and Sale Termination Event under any Purchase and Sale Agreement.

(vii) ERISA.Promptly after the filing, giving or receiving thereof, copiesofallreportsandnoticeswithrespecttoanyReportableEventpertainingtoany Pension Plan and copies of any notice by any Person of its intent to terminate any Pension Plan, and promptly upon the occurrence thereof, written notice of any contribution failure with respect to any Pension Plan sufficient to give rise to a lien under Section 302(f) of ERISA or the incurrence by the Seller or any ERISA Affiliate of any material liability with respect to a Multiemployer Plan.

(viii) Material Adverse Change.Promptly after the occurrencethereof, notice of anyMaterial Adverse Effect.

(d) ConductofBusiness.TheServicerandeachAshlandSub-Servicerwill carryonandconductitsbusinessinsubstantiallythesamemannerandinsubstantiallythesame fieldsofenterpriseasitispresentlyconducted,andwilldoallthingsnecessarytoremainduly

101

organized, validly existing and in good standing as a domestic limited liability company in its jurisdictionoforganizationandmaintainallrequisiteauthoritytoconductitsbusinessineach jurisdiction in which its business is conducted if the failure to have such authority could reasonably be expected to have a Material Adverse Effect.

(e) Compliance with Laws.The Servicer and each Ashland Sub-Servicer willcomplywithallApplicableLawstowhichitmaybesubjectifthefailuretocomplycould reasonably be expected to have a Material Adverse Effect.

(f) FurnishingofInformationandInspectionofReceivables.TheServicer will furnish or cause to be furnished to the Administrative Agent and each Group Agent from time to time such information with respect to the Pool Receivables and the other Sold Assets andSellerCollateralastheAdministrativeAgentoranyGroupAgentmayreasonablyrequest. The Servicer will, at the Servicer’s expense, during regular business hours with prior written notice,(i)permittheAdministrativeAgentandeachGroupAgentortheirrespectiveagentsor 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)discussmattersrelatingtothePoolReceivables,theotherSoldAssets,theSellerCollateral ortheServicer’sperformancehereunderorundertheotherTransactionDocumentstowhichit is a party with any of the officers, directors, employees or independent public accountants of theServicer(providedthatrepresentativesoftheServicerarepresentduringsuchdiscussions) having knowledge of such matters and (ii)without limiting the provisions of clause (i)above, during regular business hours, at the Servicer’s expense, at any time upon prior written notice from the Administrative Agent, and no less frequently than annually, permit certified public accountantsorotherauditorsacceptabletotheAdministrativeAgenttoconductareviewofits books and records with respect to the Pool Receivables, the other Sold Assets and the Seller Collateral;provided,thattheServicershallberequiredtoreimbursetheAdministrativeAgent for only one (1) such review pursuant to clause(ii)above in any twelve-month period unless an Event of Termination has occurred and is continuing.

(g) PaymentsonReceivables,CollectionAccounts.TheServicerandeach Ashland Sub-Servicer will at all times, instruct all Obligors to deliver payments on the Pool ReceivablestoaCollectionAccount.TheServicerandeachAshlandSub-Servicerwill,atall 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, each Ashland Sub-Servicer and the Originators.If any payments on the Pool Receivables or other Collections are received by the Seller, the Servicer, an Ashland Sub-ServiceroranOriginator,itshallholdsuchpaymentsintrustforthebenefitof(or,totheextent the concept of a trust is not recognized in the relevant jurisdiction, on behalf of) 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 and each Ashland Sub-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,theServicer(and/ortherelevantAshlandSub-Servicer)willwithintwo(2)Business Days identify and transfer such funds to the appropriate Person entitled to such funds.The ServicerandeachAshlandSub-Servicerwillnot,andwillnotpermittheSeller,anyOriginator or any other Person to commingle Collections or other funds to which the Administrative Agent,anyGroupAgentoranyotherSecuredPartyisentitled,withanyotherfundsunless

102

agreed by the Administrative Agent in writing.The Servicer and each Ashland Sub-Servicer shallonlyaddaCollectionAccount,oraCollectionAccountBanktothoselistedonScheduleIIto the Receivables Purchase Agreement, if the Administrative Agent has received notice of such addition and the relevant Collection Account Declaration of Trust and/or the relevant Collections Account Pledge Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank.The Servicerand/oreachAshlandSub-ServicershallonlyterminateaCollectionAccountBankor close a Collection Account or Seller Collection Account with the prior written consent of the Administrative Agent.The Servicer and/or each Ashland Sub-Servicer will not and will not permitanyamounttobewithdrawnfromaCollectionAccountoraSellerCollectionAccount that would cause either of them to become overdrawn, without the prior consent of the Purchasers.

(h) Extension or Amendment of Pool Receivables.Except as otherwise permitted in Section 6.02of the Receivables Purchase Agreement, the Servicer and each Ashland Sub-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, modify or waive, in any material respect, any term or condition of any related Contract. The Servicer and each Ashland Sub-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) ChangeinCreditandCollectionPolicy.TheServicerandeachAshland Sub-Servicer will not make any change in the Credit and Collection Policy that could impair thecollectabilityofanyEligibleReceivableinanymaterialrespectorreasonablybeexpected tohaveaMaterialAdverseEffectwithoutthepriorwrittenconsentoftheAdministrativeAgent andtheMajorityGroupAgents.Atleastten(10)BusinessDayspriortothedateanymaterial change in or amendment to the Credit and Collection Policy is made, the Servicer and/or the relevantAshlandSub-ServicerwilldeliveracopyoftheupdatedCreditandCollectionPolicy to the Administrative Agent and each Purchaser.

(j) Records.TheServicerwillmaintainandimplementadministrativeand operatingprocedures(includinganabilitytorecreaterecordsevidencingPoolReceivablesand relatedContractsintheeventofthedestructionoftheoriginalsthereof),andkeepandmaintain all documents, books, records, computer tapes and disks and other information reasonably necessaryoradvisableforthecollectionofallPoolReceivables(includingrecordsadequateto permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable). No Ashland Sub-Servicer shall hold, keep or maintain any documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of any Pool Receivables.

(k) Identifying of Records.The Servicer shall identify its master data processing records relating to Pool Receivables and related Contracts with a legend that indicates that the Pool Receivables have been pledged in accordance with the Receivables Purchase Agreement.

(l) Change in Payment Instructions to Obligors.The Servicer and each Ashland Sub-Servicer shall not (and shall not permit any Sub-Servicer to) add, replace or terminateanyCollectionAccountormakeanychangeinitsinstructionstotheObligors

103

regardingpaymentstobemadetotheCollectionAccounts,otherthananyinstructiontoremit payments to a different Collection Account, unless the Administrative Agent shall have received (i) prior written notice of such addition, termination or change and (ii) a signed and, the relevant Collection Account Declaration of Trust and/or the relevant Collection Account Pledge Agreement (or an amendment thereto) with respect to such new Collection Accounts and the Administrative Agent shall have consented to such change in writing.

(m) Security Interest, Etc.The Servicer and each Ashland Sub-Servicer shall,atitsexpense,takeallactionnecessaryorreasonablydesirabletoestablishandmaintain a valid and enforceable first priority security interest in the Sold Assets and Seller Collateral, in each case free and clear of any Adverse Claim in favour of the Administrative Agent (on behalf of the Secured Parties), including taking such action to perfect, protect or more fully evidencethesecurityinterestoftheAdministrativeAgent(onbehalfoftheSecuredParties)as the Administrative Agent or any Secured Party may reasonably request.In order to evidence thesecurityinterestsoftheAdministrativeAgentundertheReceivablesPurchaseAgreement, the Servicer and each Ashland Sub-Servicer shall, from time to time take such action, or executeanddeliversuchinstrumentsasmaybenecessary(including,withoutlimitation,such actionsasarereasonablyrequestedbytheAdministrativeAgent)tomaintainandperfect,asa first-priority interest, the Administrative Agent’s security interest in the Receivables, Related SecurityandCollections.TheServicerandeachAshlandSub-Servicershall,fromtimetotime andwithinthetimelimitsestablishedbylaw,prepareandpresenttotheAdministrativeAgent for the Administrative Agent’s authorization and approval, all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, orotherfilingsnecessarytocontinue,maintainandperfecttheAdministrativeAgent’ssecurity interest as a first-priority interest.

(n) Further Assurances.The Servicer and each Ashland Sub-Servicer herebyauthorizesandherebyagreesfromtimetotime,atitsownexpense,promptlytoexecute (ifnecessary)anddeliverallfurtherinstrumentsanddocuments,andtotakeallfurtheractions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to(A)validlysellandassigntheReceivablespurportedtobesoldandassignedpursuanttothe Receivables Purchase Agreement to the Administrative Agent (for the benefit of the Secured Parties) and (B) perfect, protect or more fully evidence the security interest granted pursuant toUKSecurityAgreementoranyotherTransactionDocument,ortoenabletheAdministrative Agent (on behalf of the Secured Parties) to exercise and enforce their respective rights and remedies under the Receivables Purchase Agreement or any other Transaction Document. Withoutlimitingtheforegoing,theServicerandeachAshlandSub-Servicerherebyauthorizes, andwill,upontherequestoftheAdministrativeAgent,attheServicer’sownexpense,execute (if necessary) and file such financing statements or continuation statements, or amendments thereto,andsuchotherinstrumentsanddocuments,thatmaybenecessaryordesirable,orthat the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing.

(o) Transaction Information.None of the Servicer, any Ashland Sub-Servicer, any Affiliate of the Servicer or any Ashland Sub-Servicer or any third party contracted bytheServicerorany AshlandSub-Serviceror any Affiliatethereof,shalldeliver, inwritingororally,toanyRatingAgency,anyTransactionInformationwithoutprovidingsuch Transaction Information to the applicable Group 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.

104

(p) Anti-Money Laundering/International Trade Law Compliance.The Servicer and each Ashland Sub-Servicer will not become a Sanctioned Person.No Covered Entity, either in its own right or through any third party, will (a) have any of its assets in a Sanctioned Jurisdiction or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (b) do business in or with, or derive any of its income from investments inor transactions with, any Sanctioned Jurisdictionor SanctionedPerson in violation of any Anti-Terrorism Law; (c) engage in any dealings or transactions prohibited by any Anti-Terrorism Law or (d) use the proceeds of any Investment to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Jurisdiction or Sanctioned Person in violation of any Anti-Terrorism Law.The funds used to repay each Investment will not be derived from any unlawful activity.The Servicer and each Ashland Sub-Servicer shall comply with all Anti-Terrorism Laws.The Servicer shall promptly notify the Administrative Agent and each Purchaser in writing upon the occurrence of a Reportable Compliance Event.

(q) Data Protection.If and to the extent, Data Protection Laws apply to personal data processed (as defined in the relevant Data Protection Laws) by any party in connection with the performance of their obligations under, or in connection with, the Transaction Documents, where the Seller provides personal data (as defined in the relevant Data Protection Laws) to the Administrative Agent and/or the Purchasers, it shall provide all notices required to, and obtain all consents (if required) from, data subjects (as defined in the relevant Data Protection Laws) to enable the use, disclosure and processing of such personal data(asdefinedintherelevantDataProtectionLaws)bytheSeller,theAdministrativeAgent and the Purchasers in accordance with their respective obligations under applicable Data Protection Laws for the purposes contemplated under the Transaction Documents.

(r) Taxes.TheServicer and each Ashland Sub-Servicer will (i)timely file allTaxreturnsrequiredtobefiledbyitand(ii)pay,orcausetobepaid,allTaxes,assessments andothergovernmentalcharges,ifany,otherthanTaxes,assessmentsandothergovernmental charges being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided in accordance with GAAP.

(s) Seller's Tax Status.The Servicer shall ensure that the Seller will not become treated other than as a designated activity company limited by shares incorporated under the Companies Act 2014 of Ireland and a "qualifying company" for the purposes of Section 110 of the TCA which is resident for applicable Tax purposes solely in Ireland.

(t) Permanent establishment etc. The Servicer and each Ashland Sub-Servicer shall not take any action that would cause the Sellerto be subject to Tax in a jurisdiction outside of Ireland (including being subject to Tax as a result of the Seller being treatedashavingorbeingdeemedtohaveabranch,agencyorpermanentestablishment,fixed place of business or any business or fixed establishment in any jurisdiction other than Ireland for the purposes of any double taxation agreement entered into by Ireland).

(u) DeemedFinancialCovenants.If,atanytimeaftertheClosingDateand untiltheFinalPayoutDate,theFinancialCovenantsareamendedorareotherwisevariedfrom the Ashland Credit Agreement in effect on the Closing Date, Ashland shall provide copies of such 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 totheAshlandCreditAgreementasalenderthereunder,thisAgreementshallnotcontain

105

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 oftheAshlandCreditAgreementwithoutbeingreplacedbyasuccessorcreditagreement)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, Ashland and each Ashland Sub-Servicer and the Seller shallcooperatewiththePurchaserstoamendtheprovisionsofthisAgreementtoevidencethe 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 removeorreplacetheapplicableCommittedPurchaseranditsGroupunderSection2.06ofthe Receivables Purchase Agreement.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 FinancialCovenantAmendmentifsuchfeeisinadditiontothefeesotherwisepayabletosuch party as a lender under the Ashland Credit Agreement (it being understood that the foregoing shallnotapplytothereimbursementoftheAdministrativeAgentforreasonablelegalexpenses totheextentotherwisepayableunderSection11.04oftheReceivablesPurchaseAgreement).

106

Part 3

CovenantsofthePerformanceGuarantor

AtalltimesfromtheClosingDate untilthe FinalPayout Date:

(a) Existence.The Performance Guarantor 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 Performance Guarantor 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 any of the Transaction Documents requires such qualification, exceptwherethefailuretodosocouldnotreasonablybeexpectedtohaveaMaterialAdverse Effect.

(b) Financial Reporting.The Performance Guarantor will maintain a system of accounting established and administered in accordance with GAAP.

(c) Conduct of Business.The Performance Guarantor will carry on and conduct its business 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 jurisdictionoforganizationandmaintainallrequisiteauthoritytoconductitsbusinessineach jurisdiction in which its business is conducted if the failure to have such authority could reasonably be expected to have a Material Adverse Effect.

(d) Compliance with Laws.The Performance Guarantor will comply with all Applicable Laws to which it may be subject if the failure to comply could reasonably be expected to have a Material Adverse Effect.

(e) Transaction Information.None of the Performance Guarantor, any Affiliate of the Performance Guarantor or any third party contracted by the Performance Guarantor or any Affiliate thereof, shall deliver, in writing or orally, to any Rating Agency, anyTransactionInformationwithoutprovidingsuchTransactionInformationtotheapplicable Group Agent prior to delivery to such Rating Agency, and will not participate in any oral communicationswithrespecttoTransactionInformationwithanyRatingAgencywithoutthe participation of such Group Agent.

(f) MergerandAssetSales.ThePerformanceGuarantorshallnotbeaparty to any merger, consolidation or other restructuring, or sell, transfer, assign, convey or lease (whether in one or a series of transactions) all or substantially all of its assets.

(g) Anti-Money Laundering/International Trade Law Compliance.The Performance Guarantor will not become a Sanctioned Person.The Performance Guarantor, either in its own right or through any third party, will not (a) have any of its assets in a Sanctioned Jurisdiction or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (b) do business in or with, or derive any of its income from investments inor transactions with, any Sanctioned Jurisdictionor SanctionedPerson in violation of any Anti-Terrorism Law or (c) engage in any dealings or transactions prohibited byanyAnti-TerrorismLaw.ThePerformanceGuarantorshallcomplywithallAnti-Terrorism Laws.The Performance Guarantor shall promptly notify the Administrative Agent and each Purchaser in writing upon the occurrence of a Reportable Compliance Event.

107

(h) FurtherAssurances.ThePerformanceGuarantorherebyauthorizesand hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessaryordesirable,orthattheAdministrativeAgentmayreasonablyrequest,toenablethe AdministrativeAgent(onbehalfoftheSecuredParties)toexerciseandenforcetheirrespective rightsandremediesundertheReceivablesPurchaseAgreement,PerformanceGuarantyorany other Transaction Document.

108

Part 4

CovenantsoftheOriginators

FromthedatehereofuntiltheFinalPayoutDate,eachOriginatorwill,unlessthe Administrative Agent shall otherwise consent in writing, perform the following covenants:

(a) Financial Reporting.Each Originator will maintain a system of accountingestablishedandadministeredinaccordancewithGAAP,andeachOriginatorshall furnish to the Seller, the Administrative Agent and each Purchaser such information as the Seller, the Administrative Agent or any Purchaser may from time to time reasonably request relating to such system to the extent related to the Receivables or Related Rights.

(b) Notices.Such Originator will notify the Seller and the Administrative Agent in writing of any of the following events promptly upon (but in no event later than five (5)BusinessDaysafter)aFinancialOfficerorotherofficerlearningoftheoccurrencethereof, withsuchnoticedescribingthesame,andifapplicable,thestepsbeingtakenbythePerson(s) affected with respect thereto:

(i) Notice of Purchase and Sale Termination Event, Event of Termination or Unmatured Event of Termination.A statement of a Financial Officer ofsuchOriginatorsettingforthdetailsofanyPurchaseandSaleTerminationEvent(as defined in the applicable Purchase and Sale Agreement) that has occurred and is continuing and the action that such Originator proposes to take with respect thereto.

(ii) Litigation.The institution of any litigation, arbitration proceedingorgovernmentalproceedingwithrespecttosuchOriginator,theSeller,the Servicer, the Performance Guarantor, or any other Originator, that with respect to any Person, could reasonably be expected to have a Material Adverse Effect.

(iii) Adverse Claim.(A) Any Person shall obtain an Adverse Claim upon Receivables or Related Rights or any portion thereof, (B) any Person other than an Originator, the Seller, the Servicer or the Administrative Agent shall obtain any rights or direct any action with respect to any Collection Account or Seller Collection Account or (C) any Obligor shall receive any change in payment instructions with respect to Pool Receivable(s) from a Person other than an Originator, the Servicer or the Administrative Agent.

(iv) Name Changes.Any change in such Originator’s name or jurisdiction of incorporation or organization.

(v) ChangeinAccountantsorAccountingPolicy.Anychangein(i) the external accountants of such Originator, the Servicer, any other Originator or the Parent or (ii) any material accounting policy of such Originator that is relevant to the transactions contemplated by the Purchase and Sale Agreement or any other Transaction Document (it being understood that any change to the manner in which such Originator accounts for the Receivables shall be deemed “material” for such purpose).

(c) Conduct of Business; Preservation of Existence.Each Originator will carryonandconductitsbusinessinsubstantiallythesamemannerandinsubstantiallythesame fieldsofenterpriseasitispresentlyconductedandwilldoallthingsnecessarytopreserveand

109

keep in full force and effect its existence and, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, its franchises, authority to do business in each jurisdiction in which its business is conducted, licenses, patents, trademarks, copyrights and other proprietary rights; providedhowever, that nothing in this paragraph (c)shallpreventanytransactionpermittedbyparagraph(o)below ornototherwiseprohibitedby the Purchase and Sale Agreement or any other Transaction Document.

(d) Compliance with Laws.Each Originator will comply with the requirementsofallApplicableLawstowhichitmaybesubject,exceptinsuchinstancewhere any failure to comply therewith, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(e) Furnishing of Information and Inspection of Receivables.Each Originator will furnish or cause to be furnished to the Seller, the Administrative Agent and eachPurchaserfromtimetotimesuchinformationwithrespecttothePoolReceivablesasthe Seller, the Administrative Agent or any Purchaser may reasonably request in writing.Each Originator will, at such Originator’s expense, during regular business hours upon reasonable prior written notice, permit the Seller, the Administrative Agent and/or any Purchaser or their respective agents or representatives to (i) examine and make copies of and abstracts from all booksandrecordsrelatingtothePoolReceivablesorotherSupportAssets,(ii)visittheoffices andpropertiesofsuchOriginatorforthepurposeofexaminingsuchbooksandrecords,and (iii)discussmattersrelatingtothePoolReceivables,otherSupportAssetsorsuchOriginator’s performance under hereunder or under the Transaction Documents to which it is a party with anyoftheofficers,directorsoremployeesofsuchOriginatoranditsindependentaccountants, ineachcase,havingknowledgeofsuchmatters;provided,thatunlessanEventofTermination has occurred and is continuing, each Originator shall be required to reimburse the Seller, the AdministrativeAgentandPurchasers,together,fortheirout-of-pocketexpensesofonlyone (1)suchreview(pursuanttotheReceivablesPurchaseAgreement)inanytwelve-month period.

(f) Payments on Receivables, Collection Accounts.Each Originator will, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account. If any payments on the Pool Receivables or other Collections are received by an Originator, the Seller or the Servicer, it shall hold (or cause such Originator, the Seller or the Servicer to hold) such payments in trust for the benefit of the Seller (and the Administrative AgentandthePurchasersastheSeller’sassignees)andpromptly(butinanyeventwithintwo (2) Business Days after receipt) remit such funds into a Collection Account.The Originators shall not permit funds other than (i) Collections on Pool Receivables and (ii) other Support Assets to be deposited into any Collection Account. If any other funds that do not constitute Collections on Pool Receivables are deposited into any Collection Account, the Originators will cause the Servicer to, within two (2) Business Days, identify and transfer such funds out of the Collection Account to (or pursuant to the instructions of) the Person entitled to such funds.TheOriginatorswillnot,andwillnotpermitanyotherPerson,tocommingleCollections with any other funds in any Collection Account unless agreed by the Administrative Agent in writing.The Originators shall only add (or permit the Servicer to add) a Collection Account tothoselistedintheReceivablesPurchaseAgreement,iftheAdministrativeAgenthasreceived notice of such addition and an executed and acknowledged copy of a Security Document (or an amendment thereto) in form and substance acceptable to the Administrative Agent.The Originators shall only close a Collection Account with the prior written consent of the Administrative Agent.

110

(g) Sales, Liens, etc.Except as otherwise provided in the Transaction Documents, no Originator will sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of anyfinancing statement)or with respectto, any PoolReceivable or otherRelated Rights, or assign any right to receive income in respect thereof.

(h) Extension or Amendment of Pool Receivables.Except as otherwise permitted by the Receivables Purchase Agreement, no Originator will, or will permit the Servicerto,alterthedelinquencystatusoradjusttheOutstandingBalanceorotherwisemodify the terms of any Pool Receivable in any material respect, or amend, modify or waive, in any material respect, any term or condition of any related Contract.Each Originator shall at its expense 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 comply in all material respects with the Credit and Collection Policy with regard to each Pool Receivable and the related Contract.

(i) Fundamental Changes.Each Originator shall not make any change in such Originator’s name, location or making any other change in such Originator’s identity or corporate structure unless the Seller and the Administrative Agent have each (A)received 10 BusinessDays’priornoticethereof,(B)receivedexecutedcopiesofalldocuments,certificates and opinions (including, without limitation, opinions relating to bankruptcy) as the Seller or the Administrative Agent shall reasonably request and (C)been reasonably satisfied that all other action to perfect and protect the interests of the Seller and the Administrative Agent, on behalfofthePurchasers,inandtotheReceivablestobesoldbyithereunderandotherRelated Rights,asreasonablyrequestedbytheSellerortheAdministrativeAgentshallhavebeentaken by, and at the expense of, such Originator (including the receipt of certificates and other requested documents from public officials and all such other actions required pursuant to the applicable Purchase and Sale Agreement).

(j) Change in Credit and Collection Policy.No Originator will make any change in the Credit and Collection Policy that could impair the collectability of any Eligible ReceivableinanymaterialrespectorreasonablybeexpectedtohaveaMaterialAdverseEffect withoutthepriorwrittenconsentoftheAdministrativeAgentandtheMajorityGroupAgents. At least ten (10) Business Days prior to the date any material change in or amendment to the CreditandCollectionPolicyismade,eachOriginatorwilldeliveracopyoftheupdatedCredit and Collection Policy to the Administrative Agent and each Purchaser.

(k) Records.Each Originator will maintain and implement (or cause the Servicer to 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 (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonablynecessaryoradvisableforthecollectionofallPoolReceivables(includingrecords adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).

(l) Ownership Interest, Etc.Each Originator 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 Pool Receivables, the Related Rights and Collections with respect thereto, and a first priority security interest in the Support Assets, in each case free and clear of any Adverse Claim, in favor of the Seller (and

111

the Administrative Agent (on behalf of the Purchasers), as the Seller’s assignee), including taking such action to perfect, protect or more fully evidence the interest of the Seller (and the Administrative Agent (on behalf of the Purchasers), as the Seller’s assignee) as the Seller, the Administrative Agent or any Purchaser may reasonably request.In order to evidence the security interests of the Administrative Agent under the Transaction Documents, such Originatorshall,fromtimetotimetakesuchaction,orexecuteanddeliversuchinstrumentsas 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 AdministrativeAgent’ssecurityinterestintheReceivables,RelatedSecurityandCollections. SuchOriginatorshall,fromtimetotime,withinthetimelimitsestablishedbylaw,prepareand presenttotheAdministrativeAgentfortheAdministrativeAgent’sauthorizationandapproval, allfinancingstatements,amendments,continuationsorinitialfinancingstatementsinlieuofa continuation statement, or other filings necessary to continue, maintain and perfect the Administrative Agent’s security interest as a first-priority interest.Notwithstanding anything elseintheTransactionDocumentstothecontrary,suchOriginatorshallnothaveanyauthority tofileatermination,partialtermination,release,partialrelease,oranyamendmentthatdeletes the name of a debtor or excludes Support Assets of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the Administrative Agent.

(m) Further Assurances.Each Originator hereby authorizes and hereby agreesfromtimetotime,atitsownexpense,promptlytoexecute(ifnecessary)anddeliverall further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Seller, the Servicer, any Purchaser or the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the purchases and contributions made under the Transaction Documents and/or security interest granted pursuant to the Receivables Purchase Agreement or any other Transaction Document, or to enable the Seller or the Administrative Agent (on behalf of the Purchasers) to exercise and enforce their respective rights and remedies under any Transaction Document.Without limiting the foregoing, such Originator hereby authorizes, and will, upon the request of the Seller or the Administrative Agent, at such Originator’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessary or desirable, or that the Seller or Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing.

(n) Mergers, Acquisitions, Sales, etc. No Originator shall consolidate or merge with or into, or sell, lease or transfer all or substantially all of its assets to, any other Person, unless (i) no Event of Termination would be expected to occur as a result of such transactionand(ii)ifthesurvivingentityofsuchmergerorthelesseeoracquirerofsuchassets isnotalreadyanOriginator,suchPersonexecutesanddeliverstotheAdministrativeAgentan agreement by which such Person assumes the obligations of the applicable Originator hereunder and under the other Transaction Documents to which it is a party, or confirms that such obligations remain enforceable against it, together with such certificates and opinions of counsel as the Administrative Agent may reasonably request.No Italian Originator shall segregateassetsorrevenuespursuanttoArticle2447-bis(PatrimoniDestinatiadunoSpecifico Affare) of the Italian Civil Code, letter (a) and (b).

112

(o) Frequency of Billing.Prepare and deliver (or cause to be prepared and delivered)invoiceswithrespecttoallReceivablesinaccordancewiththeCreditandCollection Policies,butinanyeventnolessfrequentlythanasrequiredundertheContractrelatedtosuch Receivable.

(p) ReceivablesNottoBeEvidencedbyPromissoryNotesorChattelPaper. No Originator shall take any action to cause or permit any Receivable created, acquired or originatedbyittobecomeevidencedbyany“instrument”or“chattelpaper”(asdefinedinthe applicableUCC)withoutthepriorwrittenconsentoftheSellerandtheAdministrativeAgent.

(q) Anti-Money Laundering/International Trade Law Compliance.Such Originator will not become a Sanctioned Person.Such Originator, either in its own right or throughanythirdparty,willnot(a)haveanyofitsassetsinaSanctionedJurisdictionorinthe possession,custodyorcontrolofaSanctionedPersoninviolationofanyAnti-TerrorismLaw; (b)dobusinessinorwith,orderiveanyofitsincomefrominvestmentsinortransactionswith, any Sanctioned Jurisdiction or Sanctioned Person in violation of any Anti-Terrorism Law; (c) engage in any dealings or transactions prohibited by any Anti-Terrorism Law or (d) use the proceeds from the sale of the Receivables to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Jurisdiction or Sanctioned Person in violation of any Anti-Terrorism Law.Such Originator shall comply with all Anti-Terrorism Laws.Such Originator shall promptly notify the Administrative Agent and each Purchaser in writing upon the occurrence of a Reportable Compliance Event.

(r) Legend.Each Originator (or the Servicer on its behalf) shall have indicatedonthemostrecent,andhavetakenallstepsreasonablynecessarytoensurethatthere shall be placed on each subsequent, data processing report that it generates which are of the type that a proposed purchaser or lender would use to evaluate the Receivables, that the Receivables and related Contracts have been sold in accordance with the Purchase and Sale Agreement and further sold by Seller pursuant to the Receivables Purchase Agreement, and none of the Originators or Servicer shall change or remove such notation without the consent of the Seller and the Administrative Agent.

(s) Seller’s Tax Status.The Servicer and each Originator shall ensure that theSellerwillnotbecometreatedotherthanasadesignatedactivitycompanylimitedbyshares incorporated under the Companies Act 2014 of Ireland and a "qualifying company" for the purposes of Section 110 of the TCA which is resident for applicable Tax purposes solely in Ireland.

(t) Insurance.SuchOriginatorwillmaintainineffect,atsuchOriginator’s expense,suchcasualtyandliabilityinsuranceassuchOriginatordeemsappropriateinitsgood faith business judgment.

(u) Intercompany Loans, Etc.Such Originator will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, the Intercompany Loan Agreement.

(v) Other Additional Information.Such Originator will provide to the Administrative Agent and the Purchasers such information and documentation as may reasonably be requested by the Administrative Agent or any Purchaser from time to time for purposes of compliance by the Administrative Agent or such Purchaser with applicable laws

113

(includingwithoutlimitationthePATRIOTActandother“knowyourcustomer”andanti- moneylaunderingrulesandregulations),andanyreasonablepolicyorprocedureimplemented by the Administrative Agent or such Purchaser to comply therewith.

(w) EmployeeBenefitPlans.Each Originatorshall:

(i) maintain, and, if applicable, cause each of their respective ERISA Affiliates, to maintain, each Pension Plan and each Foreign Pension Plan in compliance with all applicable requirements of law, except where the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(ii) make, and cause each of their respective ERISA Affiliates to make, on a timely basis, all required contributions to any Multiemployer Plan, except wherethefailuretodosowouldnotreasonablybeexpectedtohave,individuallyorin the aggregate, a Material Adverse Effect, and

(iii) not,andnotpermitanyoftheirrespectiveERISAAffiliatesto, (x) seek a waiver of the minimum funding standards of ERISA, (y) terminate or withdraw from any Pension Plan or Multiemployer Plan or (z) take any other action withrespecttoanyPensionPlanthatwouldreasonablybeexpectedtoentitlethePBGC toterminate,imposeliability(otherthantimelypaymentofPBGCpremiums)inrespect of,orcauseatrusteetobeappointedtoadminister,anyPensionPlan,unlesstheactions oreventsdescribedinclauses(x),(y)and(z)wouldnotreasonablybeexpectedtohave, individually or in the aggregate, a Material Adverse Effect.

114

SCHEDULE 5

INDEMNITIES

Part 1

IndemnificationbytheSeller

(a) Without limiting any other rights that the Administrative Agent, the PurchaserParties,theAffectedPersonsandtheirrespectiveassigns,officers,directors,agents and employees (each, a “Seller Indemnified Party”) may have hereunder or under Applicable Law,theSellerherebyagreestoindemnifyeachSellerIndemnifiedPartyfromandagainstany and all claims, losses and liabilities (including Attorney Costs) (all of the foregoing being collectively referred to as “Seller Indemnified Amounts”) arising out of or resulting from this AgreementoranyotherTransactionDocumentortheuseofproceedsoftheInvestmentsorthe securityinterestinrespectofanyPoolReceivableoranyotherSoldAssetsorSellerCollateral; excluding, however, (a) Seller Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such Seller Indemnified Amounts resultedsolelyfromthegrossnegligenceorwillfulmisconductbytheSellerIndemnifiedParty seeking indemnification and (b) Taxes that are covered by Section 4.03of the Receivables Purchase Agreement (other than any Taxes enumerated below or any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim).Without limiting or being limitedbytheforegoing,theSellershallpayondemand(itbeingunderstoodthatifanyportion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 3.01 of the Receivables Purchase Agreement), to each Seller Indemnified Party any and all amounts necessary to indemnify such Seller Indemnified Party from and against any and all Seller Indemnified Amounts relating to or resulting from any of the following (but excluding Seller Indemnified Amounts and Taxes described in clauses (a)and (b)above):

(i) anyPoolReceivablewhichtheSellerortheServicerincludesas anEligibleReceivableaspartoftheNetReceivablesPoolBalancebutwhichisnotan Eligible Receivable at such time;

(ii) anyrepresentation,warrantyorstatementmadeordeemedmade 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 WeeklyReportoranyotherinformationorreportdeliveredbyoronbehalfoftheSeller pursuantheretowhichshallhavebeenuntrueorincorrectwhenmadeordeemedmade;

(iii) thefailurebytheSellertocomplywithanyApplicableLawwith respect to any Pool Receivable or the related Contract; or the failure of any Pool Receivable or the related Contract to conform to any such Applicable Law;

(iv) the failure to vest in the Administrative Agent a first priority 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, financing statement amendments, continuation statements or other similar instrumentsordocumentsofanyapplicablejurisdictionorotherApplicableLawswith respecttoanyPoolReceivable,anyotherSoldAssetsoranySellerCollateral,whether at the time of any Investment or at any subsequent time;

115

(vi) any dispute, claim or defense (other than discharge in bankruptcy) of an Obligor to the payment of any Pool Receivable (including, without limitation,adefensebasedonsuchPoolReceivableortherelatedContractnotbeinga legal,validandbindingobligationofsuchObligorenforceableagainstitinaccordance withitsterms),oranyotherclaimresultingfromorrelatingtocollectionactivitieswith respect to such Pool Receivable;

(vii) anyfailureoftheSellertoperformanyofitsdutiesorobligations in accordance with the provisions hereof and of each other Transaction Document relatedtoPoolReceivablesortotimelyandfullycomplywiththeCreditandCollection Policy in regard to each Pool Receivable;

(viii) any products liability, environmental or other claim arising out of or in connection with any Pool Receivable or other merchandise, goods or services which are the subject of or related to any Pool Receivable;

(ix) thecomminglingofCollectionsofPoolReceivablesatanytime with other funds (other than where such commingling had been agreed by the Administrative Agent in writing);

(x) anyinvestigation,litigationorproceeding(actualorthreatened) relatedtothisAgreementoranyotherTransactionDocumentortheuseofproceedsof anyInvestmentorinrespectofanyPoolReceivable,anyotherSoldAssetsoranySeller Collateral or any related Contract;

(xi) anyfailureoftheSellertocomplywithitscovenants,obligations and agreements contained in this Agreement or any other Transaction Document;

(xii) anysetoff withrespect toany Pool Receivable;

(xiii) anyclaimbroughtbyanyPersonotherthanaSellerIndemnified 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) any failure of a Collection Account Bank to comply with the terms of the relevant Collection Account Declaration of Trust and/or the relevant Collection Account Pledge Agreement, the termination by a Collection Account Bank of any amounts (including in respect of any indemnity) payable by the Administrative AgenttoaCollectionAccountBankundertherelevantCollectionAccountDeclaration of Trust and/or the relevant Collection Account Pledge Agreement.

(xvi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the 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, 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

116

failuretofurnishanysuchgoodsorservicesorothersimilarclaimordefensenotarising from the financial inability of any Obligor to pay undisputed indebtedness;

(xvii) anyactiontakenbytheAdministrativeAgentasattorneyforthe Seller, any Originator or the Servicer pursuant to this Agreement or any other Transaction Document;

(xviii) the failure of delay to provide any Obligor with an invoice or other evidence of indebtedness;

(xix) theuse ofproceedsofany Investment;

(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; or

(xxi) anylossorshortfallinCapitalduetotheconversionorexchange of Collections or other funds in any currency to the applicable currency required pursuanttothetermsoftheTransactionDocumentsinconnectionwithanydistribution hereunder as a result of any change or fluctuation in the applicable exchange rate.

(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 paragraph (a), any representation, warranty or covenant qualified by the occurrence or non-occurrenceofamaterialadverseeffectorsimilarconceptsofmaterialityshallbedeemedtobe not so qualified.

(c) If for any reason the foregoing indemnification is unavailable to any Seller Indemnified Party or insufficient to hold it harmless, then the Seller shall contribute to suchSellerIndemnifiedPartytheamountpaidorpayablebysuchSellerIndemnifiedPartyas a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of the Seller and its Affiliates on the one hand and such Seller IndemnifiedPartyontheotherhandinthematterscontemplatedbytheTransactionDocuments 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.Thereimbursement,indemnityandcontributionobligationsoftheSellerunder this Section shall be in addition to any 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 schedule shall survive the termination of this Agreement and/or any other Transaction Document.

117

Part 2

IndemnificationbytheServicerandtheAshlandSub-Servicers

(a) TheServicerandeachAshlandSub-Servicerherebyagreestoindemnify and hold harmless the Seller, the Administrative Agent, the Purchaser Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, includinganyjudgment,award,settlement,AttorneyCostsandothercostsorexpensesincurred in connection with the defense of any actual or threatened action, proceeding or claim (all of theforegoingbeingcollectivelyreferredtoas,“ServicerIndemnifiedAmounts”);excluding(i) Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competentjurisdictionholdsthatsuchServicerIndemnifiedAmountsresultedsolelyfromthe gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes that are covered by Section 4.03of the Receivables Purchase Agreement(otherthananyTaxesenumeratedbeloworanyTaxesthatrepresentlosses,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 or other financial inability to pay of the related Obligor.Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnifysuchServicerIndemnifiedPartyfromandagainstanyandallServicerIndemnified Amountsrelatingtoorresultingfromanyofthefollowing(butexcludingServicerIndemnified Amounts described in clauses (i), (ii)and (iii)above):

(i) anyrepresentation,warrantyorstatementmadeordeemedmade bytheServiceroranyAshlandSub-Servicer(oranyofitsrespectiveofficers)underor 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 Servicer or any Ashland Sub-Servicer pursuant hereto or any other Transaction Document which shall have been untrue or incorrect when made or deemed made;

(ii) the failure by the Servicer or any Ashland Sub-Servicer 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 any such Applicable Law;

(iii) thecomminglingofCollectionsofPoolReceivablesatanytime with other funds (other than where such commingling had been agreed by the Administrative Agent in writing);

(iv) the termination by a Collection Account Bank of the relevant CollectionAccountDeclarationofTrustand/ortherelevantCollectionAccountPledge Agreement or any amounts (including in respect of any indemnity) payable by the Administrative Agent to a Collection Account Bank under the relevant Collection Account Declaration of Trustand/or the relevant Collection Account Pledge Agreement;

118

(v) the failure or delay to provide any Obligor with an invoice or other evidence of indebtedness;

(vi) any failure of the Servicer or any Ashland Sub-Servicer to complywithitscovenants,obligationsandagreementscontainedinthisAgreementor any other Transaction Document; or

(vii) any liability described in Section 4.03of the Receivables Purchase Agreement.

(b) If for any reason the foregoing indemnification is unavailable to any Servicer Indemnified Party or insufficient to hold it harmless, then the Servicer and/or any applicable Ashland Sub-Servicer shall contribute to the amount paid or payable by such ServicerIndemnifiedPartyasaresultofsuchloss,claim,damageorliabilityinsuchproportion as is appropriate to reflect the relative economic interests of the Servicer, any Ashland Sub-Servicer and its Affiliates on the one hand and such Servicer Indemnified Party on the other handinthematterscontemplatedbytheTransactionDocumentsaswellastherelativefaultof theServicer(and/ortheAshlandSub-Servicer)anditsAffiliatesandsuchServicerIndemnified Party with respect to such loss, claim, damage or liability and any other relevant equitable considerations.The reimbursement, indemnity and contribution obligations of the Servicer and each Ashland Sub-Servicer under this Section shall be in addition to any liability which the Servicer and each Ashland Sub-Servicer may otherwise have, shall extend upon the same termsandconditionstoServicerIndemnifiedParty,andshallbebindinguponandinuretothe benefit of any successors, assigns, heirs and personal representatives of the Servicer, each Ashland Sub-Servicer and the Servicer Indemnified Parties.

(c) AnyindemnificationorcontributionunderthisSectionshallsurvivethe termination of this Agreement and/or any other Transaction Document.

(d) LimitationsforSwissSub-Servicer

(i) If and to the extent that (i) the Swiss Sub-Servicer under a Transaction Document guarantees, indemnifies or secures obligations other than obligationsofoneofitsdirectorindirectsubsidiaries(i.e.obligationsoftheSwissSub-Servicer’sdirectorindirectparentcompanies(up-streamliabilities)orsistercompanies (cross-stream liabilities)); and (ii) any payment in fulfilling such obligations would, under Swiss law and practice, constitute a repayment of capital (Einlagerückgewähr), a violation of the legally protected reserves (gesetzlich geschützte Reserven) or the paymentofa(constructive)dividend(Gewinnausschüttung)bytheSwissSub-Servicer or would otherwise be restricted under Swiss corporate law, (the “RestrictedObligations”),suchRestrictedObligations(andtheamountofanypaymentinrelation thereto) shall from time to time be limited to the amount permitted to be paid under Swisslawandpractice,providedthat,suchlimitedamountshallatnotimebelessthan theprofitsandreservesoftheSwissSub-Serviceravailablefordistributionasdividends atthetimeortimespaymentunderaTransactionDocumentisrequestedfromtheSwiss Sub-Servicer (the “Maximum Amount”) and further provided that such limitation (as mayapplyfromtimetotimeornot)shallnot(generallyordefinitively)freetheSwiss Sub-Servicer from payment obligations hereunder in excess thereof, but merely postpone the payment date therefore until such times as payment is again permitted notwithstandingsuchlimitation.Anyandallindemnities,guaranteesandsecurity

119

interests of the Swiss Sub-Servicer contained in any Transaction Documents shall be construed in a manner consistent with the provisions herein contained.

(ii) If the Swiss Sub-Servicer is required by applicable law in force at the relevant time to withhold Swiss Withholding Tax on a payment in respect of Restricted Obligations, the Swiss Sub-Servicer shall:

(A) usebesteffortstomakesuchpaymentwithoutdeduction of Swiss Withholding Tax or to reduce the rate of Swiss Withholding Tax required to be deducted by discharging the liability to such tax by notification pursuant to applicable law (including double tax treaties) rather than payment of the tax;

(B) ifthenotificationprocedurepursuanttosub-paragraph (A) above does not apply, deduct Swiss Withholding Tax at the rate of 35% (or such other rate as in force from time to time), or if the notification procedure pursuant to sub-paragraph (A) above applies for a part of the Swiss With-holding Tax only, deduct Swiss Withholding Tax at the reduced rate resulting after the discharge of part of such tax by notification under applicable law, from any payment made by it in respectofRestrictedObligationsandpromptlypayanysuchtaxestothe Swiss Federal Tax Administration;

(C) notifytheAdministrativeAgentthatsuchnotification,or as the case may be, deduction has been made and provide the Administrative Agent with evidence that such notification of the Swiss FederalTaxAd-ministrationhasbeenmadeor,asthecasemaybe,such deductedtaxeshavebeenpaidtotheSwissFederalTaxAdministration; and

(D) if and to the extent such a deduction is made, not be obliged to either gross-up payments or indemnify the Administrative AgentinrelationtoanysuchpaymentmadebyitinrespectofRestricted Obligations unless grossing-up or indemnifying is permitted under the laws of Switzerland then in force but always subject to the limitations set out in paragraph (d)(i) above and (d)(iii) below; and

(E) use its best efforts to ensure that any person which is entitledtoafullorpartialrefundoftheSwissWithholdingTaxdeducted from a payment in respect of Restricted Obligations, will, as soon as possible after the deduction of the Swiss Withholding Tax:

(1) request a refund of the Swiss Withholding Tax under any applicable law (including double tax treaties); and

(2) pay to the Administrative Agent, upon receipt, any amount so refunded for application as a further payment of the Swiss Sub-Servicer with respect to the Restricted Obligations. The Administrative Agent

120

shall reasonably cooperate with the Swiss Sub-Servicer to secure such refund.

(iii) TotheextenttheSwissSub-ServicerisrequiredtodeductSwiss Withholding Tax pursuant to paragraph (d)(ii) above, and if the Maximum Amount pursuanttoparagraph(d)(i)aboveisnotfullyutilised,theSwissSub-Servicershallbe required to pay an additional amount, so that, after making any deduction of Swiss Withholding Tax, the aggregate net amount paid to the Administrative Agent is equal to the amount which would have been paid if no deduction of Swiss Withholding Tax had been required, pro-vided that the aggregate amount paid (including the additional amount) shall in any event be limited to the Maximum Amount pursuant to paragraph (d)(i) above. If a refund of any amounts of Swiss Withholding Tax paid by the Swiss Sub-Servicer is made to the Ad-ministrative Agent, the Administrative Agent shall transfertherefundsoreceivedtotheSwissSub-Servicer,subjecttoanyrightofset-off of the Administrative Agent pursuant to this Agreement.

(iv) If performance of Restricted Obligations would be limited due totheeffectsreferredtoinparagraph(a)above,theSwissSub-Servicershallpromptly implementallsuchmeasuresandpromptlyprocurethefulfilmentofallprerequisitesto allow it to perform its obligations with a minimum of limitations, including the following:

(A) preparation of an up-to-date balance sheet of the Swiss Sub-Servicer;

(B) confirmationfromtheauditorsoftheSwissSub-Servicer that the relevant amount represents (the maximum of) freely distributable reserves;

(C) revaluationofhiddenreserves(totheextentpermittedby mandatory Swiss law and applicable accounting standards);

(D) to the extent permitted by applicable law and applicable accounting standards, (1) write-up or realise any of its assets that are shown in its balance sheet with a book value that is significantly lower thanthemarketvalueoftheassets,incaseofrealisation,however,only if such assets are not necessary for the Swiss Sub-Servicer's business (nicht betriebsnot-wendig) and/or (2) reduce its share capital; and

(E) approval by a shareholders' meeting of the Swiss Sub-Servicer of the (resulting) profit distribution.

121

Part 3

IndemnificationbythePerformanceGuarantor

(a) The Performance Guarantor hereby agrees to indemnify and hold harmlesstheSeller,theAdministrativeAgent,thePurchaserParties,theAffectedPersonsand their respective assigns, officers, directors, agents and employees (each, a “PerformanceGuarantorIndemnifiedParty”),fromandagainstanyloss,liability,expense,damageorinjury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out ofactivitiesofthePerformanceGuarantorpursuanttothisAgreementoranyotherTransaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expensesincurredinconnectionwiththedefenseofanyactualorthreatenedaction,proceeding or claim (all of the foregoing being collectively referred to as, “Performance GuarantorIndemnified Amounts”); excluding (i) Performance Guarantor Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such Performance Guarantor Indemnified Amounts resulted solely from the gross negligence or willful misconduct by the Performance Guarantor Indemnified Party seeking indemnification and(ii)TaxesthatarecoveredbySection4.03oftheReceivablesPurchaseAgreement(other than any Taxes enumerated below or any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim).Without limiting or being limited by the foregoing, the Performance Guarantor shall pay on demand, to each Performance Guarantor Indemnified Party any and all amounts necessary to indemnify such Performance Guarantor Indemnified PartyfromandagainstanyandallPerformanceGuarantorIndemnifiedAmountsrelatingtoor resulting from any of the following (but excluding Performance Guarantor Indemnified Amounts described in clauses (i), (ii) and (iii) above):

(i) anyrepresentation,warrantyorstatementmadeordeemedmade bythePerformanceGuarantor(oranyofitsrespectiveofficers)underorinconnection 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 Performance Guarantor pursuant hereto which shall have been untrue or incorrect when made or deemed made; or

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

122

(b) If for any reason the foregoing indemnification is unavailable to any Performance Guarantor Indemnified Party or insufficient to hold it harmless, then the Performance Guarantor shall contribute to the amount paid or payable by such Performance Guarantor Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of the Performance Guarantor and its Affiliates on the one hand and such Performance Guarantor Indemnified Party on the other hand in the matters contemplated by the Transaction Documents as well as the relative fault of the Performance Guarantor and its Affiliates and such Performance GuarantorIndemnifiedPartywithrespecttosuchloss,claim,damageorliabilityandanyother relevantequitableconsiderations.Thereimbursement,indemnityandcontributionobligations ofthePerformanceGuarantorunderthisSectionshallbeinadditiontoanyliabilitywhichthe PerformanceGuarantormayotherwisehave,shallextenduponthesametermsandconditions toPerformanceGuarantorIndemnifiedParty,andshallbebindinguponandinuretothebenefit of any successors, assigns, heirs and personal representatives of the Performance Guarantor and the Performance Guarantor Indemnified Parties.

(c) AnyindemnificationorcontributionunderthisSectionshallsurvivethe termination of this Agreement and/or any other Transaction Documents.

123

Part 4

IndemnificationbytheOriginators

Indemnities by the Originators.Without limiting any other rights that the Seller may have hereunder or under Applicable Law, each Originator, jointly and severally, hereby agrees to indemnify the Seller, each of its officers, directors, employees, agents, employees and respectiveassigns,theAdministrativeAgentandeachPurchaser(eachoftheforegoingPersons beingindividuallycalleda“PurchaseandSaleIndemnifiedParty”),forthwithondemand,from and against any and all damages, claims, losses, judgments, liabilities, penalties and related costs and expenses (including Attorney Costs) (all of the foregoing being collectively called “PurchaseandSaleIndemnifiedAmounts”)awardedagainstorincurredbyanyofthemarising out of, relating to or in connection with:

(a) the breach of any representation or warranty made or deemed made by such Originator (or any employee, officer or agent of such Originator) under or in connection with this Agreement or any of the other Transaction Documents, or any information or report delivered by or on behalf of such Originator pursuant hereto or thereto which shall have been untrue or incorrect when made or deemed made or delivered;

(b) thetransferbysuchOriginatorofanyinterestinanyPoolReceivableor RelatedRightotherthanthetransferofanyPoolReceivableandRelatedSecuritytotheSeller pursuanttoanyTransactionDocumentandthegrantofasecurityinteresttotheBuyerpursuant to any Transaction Document;

(c) the failure by such Originator to comply with the terms of any TransactionDocumentorwithanyApplicableLawwithrespecttoanyPoolReceivableorthe related Contract; or the failure of any Pool Receivable or the related Contract to conform to any such Applicable Law;

(d) the lack of an enforceable ownership interest, or a first priority lien, in the Pool Receivables (and all Related Security) originated by such Originator against all Persons (including any bankruptcy trustee or similar Person), in either case, free and clear of any Adverse Claim;

(e) the failure to have filed, or any delay in filing, financing statements, financing statement amendments, continuation statements or other similar instruments or documentsunderanyapplicablejurisdictionorotherApplicableLawswithrespecttoanyPool Receivable or the Related Rights;

(f) any suit or claim related to the Pool Receivables originated by such Originator(includinganyproductsliabilityorenvironmentalliabilityclaimarisingoutoforin connection with the property, products or services that are the subject of any Pool Receivable originated by such Originator);

(g) any dispute, claim, offset or defense (other than discharge in bankruptcy)oftheObligortothepaymentofanyReceivableintheReceivablesPool(including a defense based on such Receivable’s or the related Contract’s 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 the property, products or services to such Receivable or the furnishing or failure to furnish such property, products or services;

124

(h) anyfailureofsuchOriginatortoperformanyofitsdutiesorobligations in accordance with the provisions hereof and of each other Transaction Document related to PoolReceivablesortotimelyandfullycomplywiththeCreditandCollectionPolicyinregard to each Pool Receivable;

(i) the commingling of Collections of Pool Receivables at any time with otherfunds(otherthanwheresuchcomminglinghadbeenagreedbytheAdministrativeAgent in writing);

(j) the failure or delay to provide any Obligor with an invoice or other evidence of indebtedness;

(k) anyinvestigation,litigationorproceeding(actualorthreatened)related to this Agreement or any other Transaction Document or in respect of any Pool Receivable or any Related Rights;

(l) any claim brought by any Person other than a Purchase and Sale Indemnified Party arising from any activity by such Originator or any Affiliate of such Originator in servicing, administering or collecting any Pool Receivable;

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

(n) anydispute,claim,offsetordefense(otherthandischargeinbankruptcy of the Obligor) of the 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, 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 any such goods or services or other similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness;

(o) anyproductliabilityclaimarisingoutoforinconnectionwithgoodsor services that are the subject of any Receivable generated by such Originator;

(p) anytaxorgovernmentalfeeorcharge,allinterestandpenaltiesthereon or with respect thereto, and all out-of-pocket costs and expenses, including without limitation Attorney Costs in defending against the same, which are required to be paid by reason of the purchaseorownershipoftheReceivablesgeneratedbysuchOriginatororanyRelatedRights connected with any such Receivables;

(q) anyliabilityunderSection4.03oftheReceivablesPurchaseAgreement or arising from a breach of Schedule 3 (Representations and Warranties) Part 1 (RepresentationsandWarrantiesofthePerformanceGuarantor)paragraph(y)orSchedule3 (RepresentationsandWarranties)Part2(RepresentationsandWarrantiesoftheServicerand Ashland Sub-Servicers) paragraph (x); or

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

(s) LimitationsforSwissOriginator

125

(i) If and to the extent that (i) the Swiss Originator under a Transaction Document guarantees, indemnifies or secures obligations other than obligations of one of its direct or indirect subsidiaries (i.e. obligations of the Swiss Originator’s direct or indirect parent companies (up-stream liabilities) or sister companies(cross-streamliabilities));and(ii)anypaymentinfulfillingsuchobligations would, under Swiss law and practice, constitute a repayment of capital (Einlagerückgewähr), a violation of the legally protected reserves (gesetzlich geschützte Reserven) or the payment of a (constructive) dividend (Gewinnausschüttung) by the Swiss Originator or would otherwise be restricted under Swisscorporatelaw,(theRestrictedObligations),suchRestrictedObligations(andthe amount of any payment in relation thereto) shall from time to time be limited to the amount permitted to be paid under Swiss law and practice, provided that, such limited amount shall at no time be less than the profits and reserves of the Swiss Originator availablefordistributionasdividendsatthetimeortimespaymentunderaTransaction Document is requested from the Swiss Originator (the “Maximum Amount”) and further provided that such limitation (as may apply from time to time or not) shall not (generally or definitively) free the Swiss Originator from payment obligations hereunderinexcessthereof,butmerelypostponethepaymentdatethereforeuntilsuch times as payment is again permitted notwithstanding such limitation. Any and all indemnities,guaranteesandsecurityinterestsoftheSwissOriginatorcontainedinany Transaction Documents shall be construed in a manner consistent with the provisions herein contained.

(ii) If the Swiss Originator is required by applicable law in force at the relevant time to withhold Swiss Withholding Tax on a payment in respect of Restricted Obligations, the Swiss Originator shall:

(A) usebesteffortstomakesuchpaymentwithoutdeduction of Swiss Withholding Tax or to reduce the rate of Swiss Withholding Tax required to be deducted by discharging the liability to such tax by notification pursuant to applicable law (including double tax treaties) rather than payment of the tax;

(B) ifthenotificationprocedurepursuanttosub-paragraph (A) above does not apply, deduct Swiss Withholding Tax at the rate of 35% (or such other rate as in force from time to time), or if the notification procedure pursuant to sub-paragraph (A) above applies for a part of the Swiss With-holding Tax only, deduct Swiss Withholding Tax at the reduced rate resulting after the discharge of part of such tax by notification under applicable law, from any payment made by it in respectofRestrictedObligationsandpromptlypayanysuchtaxestothe Swiss Federal Tax Administration;

(C) notifytheAdministrativeAgentthatsuchnotification,or as the case may be, deduction has been made and provide the Administrative Agent with evidence that such notification of the Swiss FederalTaxAd-ministrationhasbeenmadeor,asthecasemaybe,such deductedtaxeshavebeenpaidtotheSwissFederalTaxAdministration; and

126

(D) if and to the extent such a deduction is made, not be obliged to either gross-up payments or indemnify the Administrative AgentinrelationtoanysuchpaymentmadebyitinrespectofRestricted Obligations unless grossing-up or indemnifying is permitted under the laws of Switzerland then in force but always subject to the limitations set out in paragraph (s)(i) above and (s)(iii) below; and

(E) use its best efforts to ensure that any person which is entitledtoafullorpartialrefundoftheSwissWithholdingTaxdeducted from a payment in respect of Restricted Obligations, will, as soon as possible after the deduction of the Swiss Withholding Tax:

(1) request a refund of the Swiss Withholding Tax under any applicable law (including double tax treaties); and

(2) pay to the Administrative Agent, upon receipt, any amount so refunded for application as a further payment of the Swiss Originator with respect to the Restricted Obligations. The Administrative Agent shall reasonably cooperate with the Swiss Originator to secure such refund.

(iii) To the extent the Swiss Originator is required to deduct Swiss Withholding Tax pursuant to paragraph (s)(ii) above, and if the Maximum Amount pursuanttoparagraph(s)(i)aboveisnotfullyutilised,theSwissSub-Servicershallbe required to pay an additional amount, so that, after making any deduction of Swiss Withholding Tax, the aggregate net amount paid to the Administrative Agent is equal to the amount which would have been paid if no deduction of Swiss Withholding Tax had been required, provided that the aggregate amount paid (including the additional amount) shall in any event be limited to the Maximum Amount pursuant to paragraph (s)(i) above. If a refund of any amounts of Swiss Withholding Tax paid by the Swiss OriginatorismadetotheAdministrativeAgent,theAdministrativeAgentshalltransfer the refund so received to the Swiss Originator, subject to any right of set-off of the Administrative Agent pursuant to this Agreement.

(iv) If performance of Restricted Obligations would be limited due to the effects referred to in paragraph (a) above, the Swiss Originator shall promptly implementallsuchmeasuresandpromptlyprocurethefulfilmentofallprerequisitesto allow it to perform its obligations with a minimum of limitations, including the following:

(A) preparation of an up-to-date balance sheet of the Swiss Originator;

(B) confirmation from the auditors of the Swiss Originator that the relevant amount represents (the maximum of) freely distributable reserves;

(C) revaluationofhiddenreserves(totheextentpermittedby mandatory Swiss law and applicable accounting standards);

127

(D) to the extent permitted by applicable law and applicable accounting standards, (1) write-up or realise any of its assets that are shown in its balance sheet with a book value that is significantly lower thanthemarketvalueoftheassets,incaseofrealisation,however,only ifsuchassetsarenotnecessaryfortheSwissOriginator'sbusiness(nicht betriebsnotwendig) and/or (2) reduce its share capital; and

(E) approval by a shareholders' meeting of the Swiss Originator of the (resulting) profit distribution.

providedthatsuchindemnityshallnotbeavailabletoanyPurchaseandSaleIndemnifiedParty totheextentthatsuchlosses,claims,damages,liabilitiesorrelatedexpenses(x)aredetermined by a court of competent jurisdiction in a final and non-appealable judgment to have resulted fromthegrossnegligenceorwilfulmisconductofaPurchaseandSaleIndemnifiedPartyor (y) constitute recourse with respect to a Pool Receivable by reason of the bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor.

NotwithstandinganythingtothecontraryintheTransactionDocuments,solelyforpurposesof such Originator’s indemnification obligations in this Schedule 5 (Indemnities) Part 4 (Indemnities of the Originators), any representation, warranty or covenant qualified by the occurrence or non-occurrence of a material adverse effect or similar concepts of materiality shall be deemed to be not so qualified.

If for any reason the foregoing indemnification is unavailable to any Purchase and Sale IndemnifiedPartyorinsufficienttoholditharmless,thentheOriginators,jointlyandseverally, shallcontributetotheamountpaidorpayablebysuchPurchaseandSaleIndemnifiedPartyas a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect therelativeeconomicinterestsofsuchOriginatoranditsAffiliates,ontheonehand,andsuch Purchase and Sale Indemnified Party, on the other hand, in the matters contemplated by the Transaction Documents as well as the relative fault of such Originator and its Affiliates and suchPurchaseandSaleIndemnifiedPartywithrespecttosuchloss,claim,damageorliability and any other relevant equitable considerations.The reimbursement, indemnity and contribution obligations of such Originator under this Section shall be in addition to any liability which such Originator may otherwise have, shall extend upon the same terms and conditionstoPurchaseandSaleIndemnifiedParty,andshallbebindinguponandinuretothe benefit of any successors, assigns, heirs and personal representatives of such Originator and the Purchase and Sale Indemnified Parties.Any indemnification or contribution under this Section shall survive the termination of this Agreement and/or any other Transaction Document.

128

SCHEDULE 6

NOTICEDETAILS

TheaddressesreferredtoinSection13(Notices)oftheCommonTermsare:

129

130

131

SCHEDULE 7

BAILINRECOGNITIONPROVISIONS

ContractualRecognitionofBail-In:NotwithstandinganyothertermofanyTransaction Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts that any liability of any Party to any other Party underorinconnectionwiththeTransactionDocumentsmaybesubjecttoBail-InAction bytherelevantResolutionAuthorityandacknowledgesandacceptstobeboundbythe effect of:

(a)

any Bail-In Action in relation to any such liability, including (without limitation):

(i) a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;

(ii) a conversion of all, or part of, any such liability into ownership interests or other instruments of ownership that may be issued to, or conferred on, it; and

(iii) cancellationofanysuchliability; and

(b)

avariationofanytermofanyFinanceDocumenttotheextentnecessaryto give effect to any Bail-In Action in relation to any such liability.

Definitions:InthisSchedule7

“Article55BRRD”meansArticle55ofDirective2014/59/EUestablishinga framework for the recovery and resolution of credit institutions and investment firms.

“Bail-InAction”meanstheexerciseofanyWrite-downandConversionPowers.

“Bail-In Legislation” means:

(a)

in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing laworregulationasdescribedintheEUBail-InLegislationSchedulefromtime to time;

(b)

in relation to any state other than (i) an EEA Member Country and (ii) theUnitedKingdom,anyanalogouslaworregulationfromtimetotimewhich requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation; and

132

(c)

inrelation to theUnited Kingdom, theUKBail-In Legislation.

“EEAMemberCountry”meansanymemberstateoftheEuropeanUnion,Iceland, Liechtenstein and Norway.

“EUBail-InLegislationSchedule”meansthedocumentdescribedassuchand publishedbytheLoanMarketAssociation(oranysuccessorperson)fromtimetotime.

“Resolution Authority” means any body which has authority to exercise any Write-down and Conversion Powers.

“UK Bail-In Legislation” means Part I of the United Kingdom Banking Act 2009 and anyotherlaworregulationapplicableintheUnitedKingdomrelatingtotheresolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

“Write-downand Conversion Powers” means:

(a)

in relation to any Bail-In Legislation described in the EU Bail-In LegislationSchedulefromtimetotime,thepowersdescribedassuchinrelation to that Bail-In Legislation in the EU Bail-In Legislation Schedule;

(b)

inrelationtoanyotherapplicableBail-InLegislation(otherthantheUK Bail-In Legislation):

(i) any powers under that Bail-In Legislation to cancel, transfer or diluteownershipinterestsissuedbyapersonthatisabankorinvestment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into ownershipinterests,securitiesorobligationsofthatpersonoranyother person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

(ii) any similar or analogous powers under that Bail-In Legislation; and

(c) inrelation to anyUKBail-In Legislation:

(i) anypowersunderthatUKBail-InLegislationtocancel,transfer or dilute ownership interests issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrumentunderwhichthatliabilityarises,toconvertallorpartofthat liabilityintoownershipinterests,securitiesorobligationsofthatperson oranyotherperson,toprovidethatanysuchcontractorinstrumentisto have effect as if a right had been exercised under it or to suspend any

133

obligationinrespectofthatliabilityoranyofthepowersunderthatUK Bail-InLegislationthatarerelatedtoorancillarytoanyofthosepowers; and

(ii) any similar or analogous powers under that UK Bail-In Legislation.

134

EXECUTIONOFTHEMASTERFRAMEWORKAGREEMENT:

135

136

137

138

139

140

141

142

143

144

145

146

147

148

SCHEDULE 2

AMENDEDANDRESTATEDRECEIVEBALESPURCHASEAGREEMENT

7

EXECUTIONVERSION

Originallydated19October2023andamendedand restated on 24 September 2026

(1) ASHLAND INTERNATIONAL
RECEIVABLESDESIGNATEDACTIVITY
COMPANYasSeller

(2) THEPERSONSFROMTIMETOTIME
PARTYHERETOasPurchasersandGroup
Agents

(3) BANKOFAMERICA,N.A.asAdministrative
Agent and Structuring Agent

(4) ASHLANDINC.asAshlandandinitial
Performance Guarantor

(5) ASHLANDSPECIALTIESIRELAND
LIMITEDasinitialServicerandParent

(6) ASHLANDINDUSTRIESDEUTSCHLAND
GMBHasGerman Originator

AMENDED AND RESTATED

RECEIVABLESPURCHASEAGREEMENT

i

ii

iii

This RECEIVABLES PURCHASEAGREEMENT wasmade on 19 October 2023 (the “Agreement”)andisamendedandrestatedon24September2026byandamongthefollow ing parties:

(i) ASHLAND INTERNATIONAL RECEIVABLES DESIGNATED ACTIVITY COMPANY, a designated activity company incorporated in Ireland with company number 745736, whose registered office is at Ground Floor, Two Dockland Central, Guild Street, North Dock, Dublin 1, D01 K2C5, Ireland, as Seller (together with its successors and assigns, the “Seller”);

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

(iii) BANK OF AMERICA, N.A. (“Bank of America”), as Administrative Agent and Structuring Agent;

(iv) ASHLAND INC., a Delaware corporation, in its individual capacity (initial “Performance Guarantor” and “Ashland”);

(v) ASHLAND SPECIALTIES IRELAND LIMITED a private limited company incorporated in Ireland with company number 431715 and having its registeredofficeaddressatNationalSciencePark,BuildingV,DublinRd,Petitswood, Mullingar, Co. Westmeath, N91 F6PD, Ireland as initial Servicer (in such capacity, togetherwithitssuccessorsandassignsinsuchcapacity,the“Servicer”)andasparent of the Seller, the “Parent” and;

(vi) ASHLANDINDUSTRIESDEUTSCHLANDGMBHasGerman Originator.

PRELIMINARYSTATEMENTS

The Seller has acquired, and will acquire from time to time, Receivables from the OriginatorspursuanttothePurchaseandSaleAgreements.TheSellerdesirestosellcertainof the Receivables to the Purchasers and, in connection therewith, has requested that the PurchasersmakeInvestmentsfromtimetotimeontheterms,andsubjecttotheconditionsset forth herein. The Seller is a special purpose company wholly-owned by the Parent whose primary activities are restricted in its constitution.

ThisAgreementisexecutedbythe abovepartiesanddeliveredasa deed.

Inconsiderationofthemutualagreements,provisionsandcovenantscontainedherein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section1.01.DefinitionsandInterpretation.Unlessotherwisedefinedinthis Agreement or the context requires otherwise, words and expressions used in this Agreement have the meanings and constructions ascribed to them in the Amended and Restated Master FrameworkAgreement,whichisdatedonoraboutthedateofthisAgreementandenteredinto by the parties to this Agreement and others (as the same may be amended, varied and

1

supplementedfromtimetotimewiththeconsentofthepartiesthereto).ThisAgreementshall beconstruedinaccordancewiththeprinciplesofconstructionandinterpretationsetoutinthe Master Framework Agreement. In the event of a conflict between the Master Framework Agreement and this Agreement, this Agreement shall prevail.

Section1.02. Other Interpretative Matters.All accounting terms not specifically defined herein shall be construed in accordance with GAAP.Unless otherwise expressly indicated,allreferenceshereinto“Article,”“Section,”“Schedule”,“Exhibit”or“Annex”shall mean articles and sections of, and schedules, exhibits and annexes to, this Agreement.For purposes of this Agreement, the other Transaction Documents and all such certificates and other documents, unless the context otherwise 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 tosuchagreement(orthecertificateorotherdocumentinwhichtheyareused)asawholeand not to any particular provision of such agreement (or such certificate or document); (c) references to any Article, Section, Schedule, Exhibit or Annex are references to Articles, Sections, Schedules, Exhibits and Annexes in or to such agreement (or the certificate or other documentinwhichthereferenceismade),andreferencestoanyparagraph,subsection,clause orothersubdivisionwithinanySectionordefinitionrefertosuchparagraph,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 Applicable Law as amended from time to time and include any successor Applicable Law; (f)references to any agreement refer to that agreement as from time to time amended, restated or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (g) references to any Person include that Person’s permitted successors and assigns; (h)headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (i) unless otherwise provided, in the calculation of time from a specified date to a later specified date, the term “from” means “from and including”, and the terms “to” and “until” each means “to but excluding”; (j) terms in one gender include the paralleltermsintheneuterandoppositegender;(k)referencestoanyamountasondepositor outstandingonanyparticulardatemeanssuchamountatthecloseofbusinessonsuchdayand

(l)the term “or”is not exclusive.

Section1.03.Conforming Changes Relating to Relevant Rate.With respect to anyof the Relevant Rates, the Administrative Agent will have the right to make Conforming ChangesfromtimetotimewiththeconsentoftheGroupAgentsand,notwithstandinganything 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 (other than the Group Agents) 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 Group Agent of each such amendment implementingsuchConformingChangesreasonablypromptlyaftersuchamendmentbecomes effective.

Section1.04. ExchangeRates;Currency Equivalents.

(a) The Servicer shall determine the Euro Equivalent amounts of Investments and Outstanding Amounts denominated in Alternative Currencies and list such amounts in the relevant Investment Requests and Information Packages (as applicable). Such Euro Equivalent shall become effective as of such Revaluation Date and shall be the Euro Equivalent of such amounts until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Seller Parties hereunder or calculating Financial

2

Covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Euros) for purposes of the Transaction Documents shall be such Euro Equivalent amount as so determined by the Servicer.

(b) Wherever in this Agreement in connection with an Investment, conversion or repayment of Capital an amount (such as a required minimum or multiple amount)isexpressedinEuros,butsuchInvestmentisdenominatedinanAlternativeCurrency, such amount shall be the relevant Alternative Currency Equivalent of such Euro amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Servicer in accordance with the definition of Alternative Currency Equivalent in the Master Framework Agreement.

Section1.05.AdditionalAlternativeCurrencies

(a) TheSellermayfromtimetotimerequestthatInvestmentsofCapitalbe madeinacurrencyotherthanEurosorthosespecificallylistedinthedefinitionof“Alternative Currency”; provided that such requested currency is an Eligible Currency. In the case of any suchrequestwithrespecttothemakingofInvestmentsofCapital,suchrequestshallbesubject to the approval of the Administrative Agent and each Group Agent.

(b) Any such request shall be made to the Administrative Agent not later than 5:00 p.m. (London time), twenty (20) Business Days prior to the date of the desired Investment (or such other time or date as may be agreed by the Administrative Agent in its or their sole discretion). In the case of any such request pertaining to Capital, the Administrative Agent shall promptly notify each Group Agent thereof. Each Group Agent shall notify the Administrative Agent, not later than 5:00 p.m. (London time), ten (10) Business Days after receiptofsuchrequestwhetheritconsents,initssolediscretion,tothemakingofinvestments of Capital in such requested currency.

(c) Any failure by a Purchaser to respond to such request within the time periodspecifiedintheprecedingsentenceshallbedeemedtobearefusalbysuchPurchaserto permit Capital in such requested currency. If the Administrative Agent and all the Purchasers consent to making Investment in Capital in such requested currency and the Administrative Agent and such Purchasers reasonably determine that an appropriate interest rate is available tobeusedforsuchrequestedcurrency,theAdministrativeAgentshallsonotifytheSellerand (i) the Administrative Agent and such Group Agents may amend the definition of Relevant Rate to the extent necessary to add the applicable rate for such currency and any applicable adjustmentforsuchrateand(ii)totheextentthedefinitionofRelevantRate,asapplicable,has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency for purposes of any Capital and Investmentsthereof.IftheAdministrativeAgentshallfailtoobtainconsenttoanyrequestfor an additional currency under this Section 1.05(c), the Administrative Agent shall promptly so notify the Seller.

Section1.06.Change of Currency

(a) Each obligation of the Seller to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the Closing Date shall be redenominated into Euro at the time of such adoption. If, in relation to the currency of any such member state, the basis of yield expressed in this Agreement in respect of that currency shall be inconsistent with any convention or

3

practiceintheinterbankmarketforthebasisofaccrualofinterestinrespectoftheEuro,such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; providedthat, if any Investmentinthecurrencyofsuchmemberstateisoutstandingimmediatelypriortosuchdate, such replacement shall take effect, with respect to such Investment, at the end of the then current Yield Period.

(b) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriatetoreflecttheadoptionoftheEurobyanymemberstateoftheEuropeanUnionand any relevant market conventions or practices relating to the Euro.

(c) Each provision of this Agreement also shall be subject to such reasonablechangesofconstructionastheAdministrativeAgentmayfromtimetotimespecify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency.

ARTICLEII

TERMSOFTHEPURCHASESANDINVESTMENTS

Section2.01.PurchaseFacility.

(a) Investments.UponarequestbytheSellerpursuanttoSection2.02,and onthetermsandsubjecttotheconditionshereinaftersetforth,theConduitPurchasers,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 in Euro or in one or more Alternative Currencies to the Seller on a revolving basis, and if and to the extent any Conduit Purchaser does not make any such payment of Capital or if any Group does not include a Conduit Purchaser, the Related Committed Purchaser(s) for such Conduit Purchaser or the Committed Purchaser for such Group, as the case may be, shall, ratably in accordance with their respective Commitments, severallyandnotjointly,makesuchpaymentofCapitaltotheSeller,ineithercase,fromtime to time during the period from the Closing Date to the Termination Date.Each such payment ofCapitalbyaPurchasertotheSellershallconstituteanInvestmenthereunderforallpurposes. Under no circumstances shall any Purchaser be obligated to make any Investment if, after giving effect thereto:

(i) theAggregateCapitalwouldexceedtheFacilityLimitatsuch time;

(ii) thesumof(A)theCapitalofsuchPurchaser,plus(B)the aggregate outstanding Capital of each other Purchaser in its Group would exceed the Group Commitment of such Purchaser’s Group;

(iii) ifsuchPurchaserisaCommittedPurchaser,theaggregateoutstanding Capital of such Committed Purchaser would exceed its Commitment;

4

(iv) theAggregateCapitalwouldexceedtheCapitalCoverageAmount at such time; or

(v) theaggregateoutstandingamountofallInvestmentsinsuch currency would exceed the applicable Currency Sublimit.

(b) Sale and assignment of Receivables and Other Sold Assets.In considerationofthePurchasers’respectiveagreementstomakeInvestmentsinaccordancewith the terms hereof, the Seller, on the Closing Date, on the date of each Investment and on each otherdateoccurringonorpriortotheTerminationDate,agreestosell,assignandtransferand hereby sells, assigns and transfers to the Administrative Agent and the Administrative Agent agreesto purchaseand accept suchassignment and transferand herebypurchases andaccepts suchassignmentandtransfer(fortheratablebenefitofthePurchasersaccordingtotheirCapital asincreasedorreducedfromtimetotimehereunder),alloftheSeller’sright,titleandinterest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Sold Assets”): (i) all Sold Receivables, (ii) all Related Rights with respect to such Sold Receivables, (iii) all Collections with respect to such Sold Receivables and (iv) allproceedsoftheforegoing.Suchsales,assignmentsandtransfersbytheSellershall,ineach case, occur and be deemed to occur for all purposes in accordance with the terms hereof automatically without further action, notice or consent of any party.

(c) IntendedCharacterizationasaPurchaseandSale.Itistheintentionof the parties to this Agreement that the assignment and 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 the Purchasers according to their Capital as increased or reduced from time to time hereunder) pursuant to this Agreement shall constitute a purchase and sale and not a pledgeforsecurity,andsuchpurchaseandsaleoftheSoldAssetshereundershallbetreatedas a sale for all purposes (except as provided in Section 2.01(d)).

(d) ObligationsNotAssumed.Notwithstandinganyprovisioncontainedin this Agreement or any other Transaction Document to the contrary, the foregoing sale, assignment,transferandconveyancesetforthinSection2.01(b)doesnotconstitute,andisnot intended to result in, the creation or an assumption by the Administrative Agent, any Group AgentoranyPurchaserofanyobligationorliabilityoftheSeller,anyOriginator,theServicer, or any other Person under or in connection with all, or any portion of, any Sold Assets, all of whichshallremaintheobligationsandliabilitiesoftheSeller,theOriginators,theServicerand such other Persons, as applicable.

(e) Selection, Designation and Reporting of Sold Receivables.The Seller (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 sole discretion; provided, however, that (i) the Seller shall select Sold Receivables from the Pool Receivables on an invoice-by-invoice basis, and the Seller shall transfer pursuant to Section 2.01(b)100% of its interest in anyinvoicethatreflectsSoldReceivables,suchthatallReceivablesreflectedorevidencedby such an invoice shall be included as Sold Receivables, and (ii) the Seller shall not select Sold ReceivablesinamannerthatcausestheaggregateOutstandingBalanceofSoldReceivablesto exceed the Aggregate Capital.The Seller shall maintain (or cause the Servicer to maintain) booksandrecordssufficienttoreadilyidentifytheSoldReceivables.TheSellerandServicer shall cause all Sold Receivables to be identified on each Investment Request in accordance withSection2.02(a)(usingaselectionmethodsatisfactorytothePurchasersactingreasonably and provided such selection method shall not require the Seller and Servicers to act in breach

5

of any relevant laws or regulations) and on each Information Package and Weekly Report delivered hereunder.

(f) Audit Right. The Administrative Agent shall be entitled to review the Contractsrelatingtothetop20ObligorscomprisingthePoolReceivables,bygivingtheSeller andtheServicer10BusinessDays’notice.TheAdministrativeAgentmayonlymakeoneaudit request pursuant to this Section 2.01(f) per calendar year.

Section2.02.MakingInvestments; Return of Capital.

(a) Each Investment hereunder shall be made on the prior written request from the Seller to the Administrative Agent and the relevant Group Agent in the form of an Investment Request attached hereto as ExhibitA.Each such Investment Request must be received by the Administrative Agent and the relevant Group Agent not later than 3:00 p.m. (Londontime)onthefifthBusinessDayimmediatelypriortotherelevantMonthlySettlement Date (a “Monthly Investment Request”). Each Investment of Capital shall be in a principal amountoftheEuroEquivalentof€5,000,000orawholemultipleoftheEuroEquivalentof €1,000,000 in excess thereof. Each such Investment Request shall specify (i) the amount of Capital requested in each applicable currency, the Euro Equivalent and the Spot Rate used in determiningtheEuroEquivalent,(ii)theallocationofsuchamountamongtheGroups(which shall be ratable based on the Group Commitments), (iii) the accounts to which the Capital of such Investment shall be distributed, (iv)all Pool Receivables that are or, effective upon the makingofsuchInvestment,willbe,SoldReceivables(v)therequesteddateoftheInvestment (which shall be a Business Day), and (vi) if applicable, the duration of the Yield Period with respectthereto.ExceptasprovidedpursuanttoSection4.05,noCapitalmaybeconvertedinto orcontinuedasCapitaldenominatedinadifferentcurrency,butinsteadmustberepaidinfull intheoriginalcurrencyofsuchCapitalandre-requestedasanewInvestmentinothercurrency.

(b) On the Monthly Settlement Date, following a Monthly Investment Request,thePurchasersshall,uponsatisfactionoftheapplicableconditionssetforthinArticleV and pursuant to the other conditions set forth in this Article II, make available to the Seller in same day funds an aggregate amount equal to the amount of Capital requested, at the accounts set forth in the related Investment Request.

(c) Each Committed Purchaser’s obligation shall be several, such that the failure of any Committed Purchaser to make available to the Seller any funds in connection with any Investment shall not relieve any other Committed Purchaser of 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 CommittedPurchasertomakefundsavailabletotheSellerinconnectionwithanyInvestment hereunder).

(d) The Seller shall return in full the outstanding Capital of each Purchaser on the Seller Obligation Final Due Date.Prior thereto, the Seller shall, on each Settlement Date,reducetheoutstandingCapitalofthePurchaserstotheextentrequiredunderSection3.01and otherwise in accordance with such Section 3.01(subject to the priorities for payment set forth therein) by paying the amount of such reduction to the Purchasers in accordance with Section 3.02.Notwithstanding the foregoing, the Seller, in its discretion, shall have the right to reduce, in whole or in part by payment in accordance with Section 3.02, the outstanding CapitalofthePurchasersuponwrittennoticeonthelastBusinessDayofeachcalendarquarter until the Scheduled Termination Date to the Administrative Agent and each Group Agent in

6

the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each suchreductionshallbeinaminimumaggregateamountoftheEuroEquivalentof€5,000,000 or integral multiples of the Euro Equivalent of €1,000,000 in excess thereof, and (ii) any payment in respect of the portion(s) of Capital so reduced shall be paid in full on the immediately following Optional Reduction Date.

(e) The Seller may, at any time upon at least ten (10) Business Days’ prior writtennoticetotheAdministrativeAgentandeachGroupAgent,terminatetheFacilityLimit in whole or ratably reduce the Facility Limit in part to be effective as at the preceding SettlementDate.EachpartialreductionintheFacilityLimitshallbeinaminimumaggregate amount of the Euro Equivalent of €5,000,000 or integral multiples of the Euro Equivalent of €1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than the Euro Equivalent of €75,000,000.In connection with any partial reduction in the Facility Limit, the Commitment of each Committed Purchaser and the respective Currency Sublimits shall be ratably reduced.

(f) In connection with any reduction of the Commitments, the Seller shall remittotheAdministrativeAgent(i)instructionsregardingsuchreductionand(ii)forpayment tothePurchasers,cashinanamountsufficienttopay(A)CapitalofPurchasersineachGroup in excess of the Group Commitment of such Group and (B) all other outstanding Seller Obligations with respect to such reduction (determined based on the ratio of the reduction of theCommitmentsbeingeffectedtotheamountoftheCommitmentspriortosuchreductionor, if the Administrative Agent reasonably determines that any portion of the outstanding Seller ObligationsisallocablesolelytothatportionoftheCommitmentsbeingreducedorhasarisen solely as a result of such reduction, all of such portion) including, without duplication, any associatedindemnitypaymentsdueunderSection4.02.Uponreceiptofanysuchamounts,the AdministrativeAgentshallapplysuchamountsfirsttothereductionoftheoutstandingCapital, andsecondtothepaymentoftheremainingoutstandingSellerObligationswithrespecttosuch reduction,includinganyindemnitypaymentsdueunderSection4.02,bypayingsuchamounts tothePurchasers.Fortheavoidanceofdoubt,noreductionoftheCommitmentsinaccordance with this Section 2.02(f) shall constitute a repurchase of Receivables by the Seller.

(g) Each Investment of Capital made hereunder to the Seller in connection with a Pool Receivable shall be in the currency equal to the currency of that Pool Receivable, provided it is an Agreed Currency.

Section2.03.Yield and Fees.

(a) Fees. On each Settlement Date, the Seller shall, in accordance with the terms and priorities for payment set forth in Section 3.01, 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, amongtheSeller,themembersoftheapplicableGroup(ortheirGroupAgentontheirbehalf) and/or the Administrative Agent (each such fee letter agreement, as amended, restated, supplementedorotherwisemodifiedfromtimetotime,collectivelybeingreferredtohereinas the “Fee Letter”).

7

(b) YieldandFees.EachPurchaser’sCapitalshallaccrueYieldoneachday 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), Fees and indemnity payments due under Section4.02accruedduringeachYieldPeriodoneachSettlementDateinarrearsinaccordance withthetermsandprioritiesforpaymentsetforthinSection3.01.Fortheavoidanceofdoubt, the Seller’s obligation to pay all Fees and Yield hereunder when due shall not be contingent upon the receipt or availability of Collections. Each Purchaser shall furnish the Seller and the ServicerwithaninvoiceatleasttwoBusinessDayspriortotheMonthlyReportingDatesetting forth the amount of the Yield and Fees (calculated in accordance with the Fee Letter) that are due and owing on the immediately succeeding Monthly Settlement Date for the applicable Yield Period with respect to such Capital provided by such Purchaser.

(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 the highest lawful rate, the rate of interest (including the Yield Rate for such purpose) on such Purchaser’s Capital shall be limited to the highest lawful rate.

(d) The Seller may call any Purchaser 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 Purchasersnoraffecttherateofinterestwhichthereafterisactuallyineffectwhentheelection is made.

(e) YieldandInterestAfterDefault.TotheextentpermittedbyLaw,upon theoccurrenceofanEventofTerminationanduntilsuchtimesuchEventofTerminationshall have been cured or waived, at the discretion of the Administrative Agent or upon written demand by the Majority Group Agents to the Administrative Agent:

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

(ii) Other Obligations.Each other obligation of any Seller-Related Partyhereunderifnotpaidwhendueshallbearinterestatarateperannumequaltothe sumoftheBaseRateplusanadditional2.00%perannumfromthetimesuchobligation becomes due and payable until the time such obligation is paid in full; and

(iii) Acknowledgment.TheSelleracknowledgesthattheincreasein rates referred to in this Section 2.03(e)reflects, among other things, the fact that such Capital or other amounts have become a substantially greater risk given their default statusandthatthePurchasersareentitledtoadditionalcompensationforsuchrisk;and allsuchinterestoryieldshallbepayableupondemandbytheAdministrativeAgentor (if earlier) on the first Settlement Date occurring after such interest or yield accrues.

Section2.04.Records of Investments and Capital.Each Group Agent shall record in its records, the date and amount of each Investment made by the Purchasers in its Group hereunder, the Yield Rate with respect to the related Capital (and each portion thereof), the Yield accrued on such Purchasers’ Capital and each repayment and payment thereof.Subject to Section 14.03(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 shallnot,however,limitorotherwiseaffecttheobligationsoftheSellerhereunderorunderthe

8

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 Committed Purchasers consent to such renewal within sixty (60) days of the Seller’s request, theSellermayarrangeforanassignment,andsuchnon-consentingCommittedPurchasersshall agreetoassign,tooneormorefinancialinstitutionsacceptabletotherelatedGroupAgentand the Seller of all the rights and obligations hereunder of each such non-consenting Committed Purchaser in accordance with Section 11.03.Any such assignment shall become effective on the then-current Scheduled Termination Date.Each Committed Purchaser which does not so consent to any renewal shall cooperate fully with the Seller in effectuating any such assignment.If none or less than all the Commitments of the non-renewing Committed Purchasers are so assigned as provided above, then the Scheduled Termination Date shall not be renewed.

Section2.06.Replacement of Purchaser Group.Notwithstanding any other provision oftheTransactionDocumentsandsolongasnoEventofTerminationexistsandiscontinuing, if(A)(x)theFinancialCovenantsareamendedorareotherwisevariedfromtheAshlandCredit 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, or (B) the Seller becomes obliged to pay any amount in accordance with Section 4.06 (Illegality), the Seller may,atitssoleexpense,uponwrittennoticetotheGroupAgentforsuchCommittedPurchaser and the Administrative Agent, (i) remove such Committed Purchaser and its Group as a party hereto or (ii) require such Committed Purchaser and its Group to assign and delegate, without recourse(inaccordancewithandsubjecttotherestrictionscontainedin,andconsentsrequired by, Section 14.03), all of its interests, rights and obligations under this Agreement and the related Transaction 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 toitsGrouphereunderandundertheotherTransactionDocumentsfromtheSellerinthecase of 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) in the case of an assignment pursuant to clause (ii) above, such assignment does not conflict with Applicable Law;

(c) a Committed Purchaser and its Group shall not be required to be removed from this Agreement or make any such assignment or delegation if, prior thereto, as a result 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)bereducedbythecorrespondingamountofsuchCommittedPurchaser’sCommitment 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, initssolediscretion,consentedtoincreaseitsCommitmentornewCommittedPurchaserthat has joined this Agreement by execution of a separate joinder agreement hereto, subject to the

9

consent of the Group Agents (in their sole discretion); provided that, that in no event shall the Facility Limit be reduced such that the Aggregate 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 AdministrativeAgentandtheAdministrativeAgenthasreceivedpaymentofanamountequal to all amounts then due and payable to the Administrative Agent hereunder and under each of the other Transaction Document; and

(f) such removal or assignment shall be made upon not less than ten (10) Business Days’ notice delivered by the Seller to the Group Agent for such Committed Purchaser and the Administrative Agent.Any Purchaser required to assign pursuant to this Section 2.06 shall have no duty to procure an assignee.

Theforegoingremovalorassignmentwillbeeffectiveonthedatespecifiedinthenotice deliveredbytheSellertotheapplicableGroupAgentandtheAdministrativeAgent,subjectto the satisfaction of the conditions thereto set forth in this Section 2.06.

Section2.07.Status of Conduit Purchasers. So long as any Conduit Purchaser holds any Capital, such Conduit Purchaser shall be a multi-seller asset-backed commercial paper conduitandshallensurethatitsinterestshereunder(includingitsCapitalanditsinterestsinthe Sold Assets) will constitute less than 50% of such Conduit Purchaser’s total assets.

ARTICLEIII

SETTLEMENTPROCEDURESANDPAYMENTPROVISIONS

Section3.01.SettlementProcedures.

(a) The Servicer (and the Seller where applicable) shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent, transfer to the Seller Collection Accounts), for application in accordance with the priority of paymentssetforthbelow,allCollectionsonPoolReceivablesthatarereceivedbytheServicer, the Seller or received in any Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 5.03are satisfied on such date, (A)the Servicer mayreleasetotheSellerfromsuchCollectionsreceivedonUnsoldReceivablestheamount(if any)necessarytopaythepurchasepriceforReceivablespurchasedbytheSelleronsuchdate in accordance with the terms of the Purchase and Sale Agreements 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 on Seller’s books and records pursuant to Section 2.01(e), which new Sold Receivables will be automatically and immediately sold by the Seller to the Administrative Agent (for the ratable benefit of the Purchasers) pursuant to Section 2.01(b)and Section 2.01(c)upon such release (each such release of Collections described in clauses (A)and (B)above, a “Release”).On each Settlement Date, the Servicer (or, following its assumption of control of the Seller Collection Accounts and/or the Collection Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority:

10

(i) first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Fiscal Month (plus, if applicable, the amountofServicingFeespayableforanypriorFiscalMonthtotheextentsuchamount has not been distributed to the Servicer);

(ii) second, to each Purchaser and other Purchaser Party (ratably, basedontheamountthendueandowingtosuchPerson),allaccruedandunpaidYield, Fees and indemnity payments due under Section 4.02 due to such Purchaser and other Purchaser Party for the immediately preceding Yield Period (including any additional amountsorindemnifiedamountspayableunderSection4.03andanyotherTransaction Document in respect of such payments), plus, if applicable, the amount of any such Yield, Fees and indemnity payments due under Section 4.02 (including any additional amountsorindemnifiedamountspayableunderSection4.03andanyotherTransaction Documentinrespectofsuchpayments)payableforanypriorYieldPeriodtotheextent such amount has not been distributed to such Purchaser or Purchaser Party;

(iii) third,assetforth inclause (A), (B)or(C)below, asapplicable:

(A) prior to the occurrence of the Termination Date, to the extent that a Capital Coverage Deficit exists on such date, to the Purchasers(ratably,basedontheaggregateoutstandingCapitalofeach 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);

(B) on and after the occurrence of the Termination Date to each Purchaser (ratably, based on the aggregate outstanding Capital of each Purchaser at such time) for the return in full of the aggregate outstanding Capital of such Purchaser at such time; or

(C) prior to the occurrence of the Termination Date, at the election of the Seller and in accordance with Section 2.02(d), to each Purchaser as a return of all or any portion of the outstanding Capital of thePurchasersatsuchtime(ratably,basedontheaggregateoutstanding Capital of each Purchaser at such time);

(iv) fourth, to the Purchaser Parties, the Affected Persons and the Seller Indemnified Parties (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;

(v) fifth,totheSubordinatedLenderallaccruedandunpaidamounts due to the Subordinated Lender pursuant to the Subordinated Loan Agreement; and

(vi) sixth,thebalance,ifany,tobepaidtotheSellerforitsown account.

Amounts payable pursuant to clauses firstthrough fourthabove shall be paid (at each level of priority) first from available Collections on Sold Receivables and other Sold Assets, andsecond,totheextentnecessaryinordertomakeallsuchpaymentsinfull,fromCollections on Unsold Receivables and other Seller Collateral.The Seller’s right to receive payments (if

11

any) from time to time pursuant to clause sixthabove shall, to the extent arising from Collections on Sold Receivables, constitute compensation to the Seller for the Seller’s provision of the Seller Guarantee and the Purchaser Parties’ interests in the Seller Collateral.

(b) AllpaymentsordistributionstobemadebytheServicer,theSellerand any other Person to the Purchasers (or their respective related Affected Persons and the Seller Indemnified Parties) hereunder shall be paid or distributed to the related Group Agent at its GroupAgent’sAccount.EachGroupAgent,uponitsreceiptintheapplicableGroupAgent’s Accountofanysuchpaymentsordistributions,shalldistributesuchamountstotheapplicable Purchasers, Affected Persons and the Seller Indemnified Parties within its Group ratably; providedthatifsuchGroupAgentshallhavereceivedinsufficientfundstopayalloftheabove amounts in full on any such date, such Group Agent shall pay such amounts to the applicable Purchasers,AffectedPersonsandtheSellerIndemnifiedPartieswithinitsGroupinaccordance with the priority of payments forth above, and with respect to any such category above for whichthereareinsufficientfundstopayallamountsowingonsuchdate,ratably(basedonthe amountsinsuchcategoriesowingtoeachsuchPersoninsuchGroup)amongallsuchPersons in such Group entitled to payment thereof.

(c) 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 (including any Obligor or any trustee, receiver, custodian or similar official in any 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.

(d) ForthepurposesofthisSection3.01:

(i) ifonanydaytheOutstandingBalanceofanyPoolReceivableis 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 reductionoradjustmentandshallonthesecondBusinessDayfollowingknowledgeof such Dilution pay any and all such amounts in respect thereof to a Seller Collection Account (or as otherwise directed by the Administrative Agent at such time) for the benefit of the Purchaser Parties for application pursuant to Section 3.01(a);

(ii) if on any day any of the representations or warranties in paragraphs (s) (Perfection Representations), (w) (Eligible Receivables) and (u) (OrdinaryCourseofBusiness)ofSchedule3(RepresentationsandWarranties)Part1(RepresentationsandWarrantiesoftheSeller)totheMasterFrameworkAgreementis nottruewithrespecttoanyPoolReceivable,theSellershallbedeemedtohavereceived on such day a Collection of such Pool Receivable in full and shall on the second BusinessDayfollowingknowledgethereofpaytheamountofsuchdeemedCollection toaSellerCollectionAccount(orasotherwisedirectedbytheAdministrativeAgentat such time) for the benefit of the Purchaser Parties for application pursuant to Section3.01(a)(Collections deemed to have been received pursuant to Section 3.01(d)are hereinafter sometimes referred to as “Deemed Collections”);

12

(iii) except as provided in clauses (i)or (ii)above or otherwise required by Applicable Law or the relevant Contract, all Collections received from an Obligor of any Receivable shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless suchObligordesignatesinwritingitspaymentforapplicationtospecificReceivables; and

(iv) 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 an Obligor (or any trustee, receiver, custodian or similar official inanyInsolvencyProceeding)anyamountreceivedbyithereunder,suchamountshall bedeemednottohavebeensoreceivedbysuchPersonbutrathertohavebeenretained by the Seller and, accordingly, such Person shall have a claim against the Seller for suchamount,payablewhenandtotheextentthatanydistributionfromoronbehalfof such Obligor is made in respect thereof.

(e) AllamountsdueandowingunderthisSection3.01(a)shallberepaidin Euros or the relevant Alternative Currency Equivalent in accordance with Section 1.04,providedthat(i)anyYieldpayablepursuanttoSection3.01(a)(ii)and/oranyamountspayable pursuanttoclauseSection3.01(a)(iv)shallbepaidtotherelevantPurchaserinthecurrencyof the related Investment and (ii) all Fees shall be payable in the currency specified in the Fee Letter.

Section3.02.PaymentsandComputations, Etc.

(a) AllamountstobepaidbytheSellerortheServicertotheAdministrative Agent, any Purchaser Party, any Affected Person or any Seller Indemnified Party hereunder shallbepaidnolaterthan 3:00 p.m.(Londontime) onthedaywhendueinsamedayfunds to the applicable 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 computationsofYield,Feesandotheramountshereundershallbemadeonthebasisofayear of 360 days (or, in the case of amounts determined by reference to the Base Rate, 365 or 366 days, 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 BusinessDayandsuchextensionoftimeshallbeincludedinthecomputationofsuchpayment or deposit.

(d) In making the distributions and payments out of Collections hereunder andinsettingasideandreservingCollectionsforfuturedistributionsandpaymentshereunder, theServicershall,totheextentCollectionsareavailablethereforandsubjecttoanyapplicable priorities of payment set forth herein, (i) first, apply Collections received in a particular currency to amounts distributable or payable in such currency, and (ii) second, to the extent that Collections received in a particular currency are not sufficient to distribute, pay, set aside orreserveforamountsdistributableorpayableinsuchcurrency,applyanyexcessCollections received in another currency to such distribution or payment.

13

(e) Subject to Section 3.01(e), on any day when any computation or calculationhereunderrequirestheaggregationofamountsdenominatedinmorethanone currency, all amounts that are denominated in any currency (other than Euros) shall be converted to the Euro Equivalent thereof on such day.

(f) SubjecttoSection3.01(e),ifonanySettlementDateoranyotherdaya paymentisdueandpayablehereunderitisnecessaryforfundsinonecurrencytobeconverted into any other currency in order to make any payment or distribution required to be made hereunder, the Seller (or the Servicer on its behalf) shall solicit offer quotations from at least two (2) foreign exchange dealers reasonably acceptable to the Administrative Agent for effecting such exchange and shall select the quotation which provides for the best exchange rate.The Seller (or the Servicer on its behalf) shall effect such exchange on such Settlement Date or other day, as the case may be.Notwithstanding the foregoing, if the Administrative Agent has obtained exclusive control of the Seller Collection Accounts and/or the Collection Accounts or if an Event of Termination has occurred and is continuing, the Administrative AgentshallhavetherighttoconvertCollectionsdenominatedinanycurrencyinordertomake suchpaymentsofdistributionsdueinanothercurrencyinaccordancewiththeAdministrative Agent’s customary practices for currency conversions.Any loss, cost or expense incurred in connection with any such conversion shall be for the account of the Seller.

ARTICLEIV

INCREASEDCOSTS;FUNDINGLOSSES;TAXES;ILLEGALITYANDBACK-UP SECURITY INTEREST

Section4.01.Increased Costs.

(a) IncreasedCostsGenerally.

(i) IfanyChange inLawshall:

(A) impose, modify or deem applicable any reserve, special deposit, liquidity, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Affected Person;

(B) subject any Affected Person to any Taxes (except to the extent such Taxes are Indemnified Taxes or Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or value of Receivables or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(C) imposeonanyAffectedPersonanyothercondition,cost or expense (other than Taxes) (A) affecting the Sold Assets, the Seller Collateral, this Agreement, any other Transaction Document, any ProgramSupportAgreement,anyCapitaloranyparticipationthereinor (B) affecting its obligations or rights to make Investments or fund or maintain Capital,

14

andtheresultofanyoftheforegoingshallbetoincreasethecosttosuchAffectedPersonof (A)acting as the Administrative Agent, a Group Agent or a Purchaser hereunder or as a Program Support Provider with respect to the transactions contemplated hereby, (B) making anyInvestmentorfundingormaintaininganyCapital(oranyportionthereofor(C)maintaining its obligation to make any Investment or to fund or maintain any Capital (or any portion thereof), or to reduce the amount of any sum received or receivable by such Affected Person hereunder, then, upon request of such Affected Person (or its Group Agent), the Seller shallpaytosuchAffectedPersonsuchadditionalamountoramountsaswillcompensatesuch Affected Person for such additional costs incurred or reduction suffered.

(b) CapitalandLiquidityRequirements.IfanyAffectedPersondetermines thatanyChangeinLawaffectingsuchAffectedPersonoranylendingofficeofsuchAffected 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 by such Affected Person or Affected Person’s holding company, if any, (y) reducingtherateofreturnonsuchAffectedPerson’scapitaloronthecapitalofsuchAffected Person’sholdingcompany,ifany,or(z)causinganinternalcapitalorliquiditychargeorother imputedcosttobeassesseduponsuchAffectedPersonorAffectedPerson’sholdingcompany, 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 TransactionDocumentoranyrelatedProgramSupportAgreement,(C)theInvestmentsmade by such Affected Person, or (D)any Capital (or portion thereof), to a level below that which suchAffectedPersonorsuchAffectedPerson’sholdingcompanycouldhaveachievedbutfor suchChangeinLaw(takingintoconsiderationsuchAffectedPerson’spoliciesandthepolicies of such Affected Person’s holding company with respect to capital adequacy and liquidity), then from time to time, upon request of such Affected Person (or its Group Agent), the Seller will pay to such Affected Person such additional amount or amounts as will compensate such Affected Person or such Affected Person’s holding company for any such increase, reduction or charge.

(c) Adoption of Changes in Law.The Seller acknowledges that any AffectedPersonmayinstitutemeasuresinanticipationofaChangeinLaw(including,without limitation,theimpositionofinternalchargesonsuchAffectedPerson’sinterestsorobligations under any Transaction Document or Program Support Agreement), and may commence allocating charges to or seeking compensation from the Seller under this Section 4.01in connection with such measures, in advance of the effective date of such Change in Law, and the Seller agrees to pay such charges or compensation to such Affected Person, following demand therefor in accordance with the terms of this Section 4.01, without regard to whether such effective date has occurred.

(d) CertificatesforReimbursement.AcertificateofanAffectedPerson(or its Group Agent on its behalf) setting forth the amount or amounts necessary to compensate suchAffectedPersonoritsholdingcompany,asthecasemaybe,asspecifiedinclause(a),(b)or(c)ofthisSectionanddeliveredtotheSeller,shallbeconclusiveabsentmanifesterror.The Seller shall, subject to the priorities of payment set forth in Section 3.01, pay such Affected PersontheamountshownasdueonanysuchcertificateonthefirstSettlementDateoccurring at least ten (10) days after the Seller’s receipt of such certificate.

(e) Delay in Requests.Failure or delay on the part of any Affected Person todemandcompensationpursuanttothisSectionshallnotconstituteawaiverofsuchAffected Person’s right to demand such compensation; providedthat the Seller shall not be required to

15

compensate an Affected Person pursuant to this Section for any increased costs incurred or reductions suffered more than one hundred eighty (180) days prior to the date that such AffectedPersonnotifiestheSelleroftheChangeinLawgivingrisetosuchincreasedcostsor reductionsandofsuchAffectedPerson’sintentiontoclaimcompensationtherefor(exceptthat, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the onehundredeighty(180)daysperiodreferredtoaboveshallbeextendedtoincludetheperiod of retroactive effect thereof).

Section4.02.Funding Losses.In addition to the compensation or payments required bySection4.01orSection4.03theSellershallindemnifyeachPurchaseragainstallliabilities, losses or expenses (including loss of anticipated profits, any foreign exchange losses and any lossorexpensearisingfromtheliquidationorreemploymentoffundsobtainedbyittomaintain anyCapital,fromfeespayabletoterminatethedepositsfromwhichsuchfundswereobtained or from the performance of any foreign exchange contract) which such Purchaser sustains or incurs as a consequence of any:

(a) payment, prepayment or renewal of any Capital to which the Relevant Rate applies on a day other than a Monthly Settlement Date (whether or not such payment or prepayment is mandatory, voluntary, or automatic and whether or not any such payment or prepayment is then due);

(b) attempt by the Seller to revoke (expressly, by later inconsistent notices orotherwise)inwholeorpartanyInvestmentRequestornoticerelatingtoprepaymentsunder Section2.02(e)orfailurebytheSeller(forareasonotherthanthefailureofsuchPurchaserto fund an Investment) to prepay, borrow, continue or convert any Capital on the date or in the amount notified by the Seller; or

(c) any assignment of Capital then accruing Yield based on the Relevant Rate on a day other than the last day of the Yield Period therefor.

If any Purchaser sustains or incurs any such loss or expense, it shall from time to time notify the Seller of the amount determined in good faith by such Purchaser (which determinationmayincludesuchassumptions,allocationsofcostsandexpensesandaveraging or attribution methods as such Purchaser shall deem reasonable) to be necessary to indemnify suchPurchaserforsuchlossorexpense.Suchnoticeshallspecifyinreasonabledetailthebasis forsuchdetermination.SuchamountshallbedueandpayablebytheSellertosuchPurchaser on the first Settlement Date occurring after such notice is given or, if such amount is payable due to clause (a) or (c) above, then on the date of such payment, prepayment, renewal or assignment so long as such notice has been given on or prior to such date.

Section 4.03. Taxes.

(a) PaymentsFreeofTaxes.Anyandallpaymentsbyoronaccountofany obligation of the Seller and its Affiliates under any Transaction Document shall be made withoutdeductionorwithholdingforanyTaxes,exceptasrequiredbyApplicableLaw.Ifany ApplicableLaw(asdeterminedinthegoodfaithdiscretionoftheapplicablewithholdingagent requiresthedeductionorwithholdingofanyTaxfromanysuchpaymenttoaPurchaserParty, Affected Person or Seller Indemnified Party, then the applicable withholding agent 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 by the Seller and/or such Affiliate

16

shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section),theapplicable PurchaserParty, Affected Person orSellerIndemnified Partyreceives anamountequaltothesumitwouldhavereceivedhadnosuchdeductionorwithholdingbeen made.

(b) PaymentofOtherTaxesbytheSeller.TheSellershalltimelypaytothe relevant Governmental Authority in accordance with Applicable Law, or, at the option of the Administrative Agent, timely reimburse it for the payment of, any Other Taxes.

(c) IndemnificationbytheSeller.TheSellershallindemnifyeachAffected Person, within ten days after demand therefor, for the full amount of any Indemnified Taxes (includingIndemnifiedTaxesimposedorassertedonorattributabletoamountspayableunder 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 arisingtherefromorwithrespectthereto,whetherornotsuchIndemnifiedTaxeswerecorrectly orlegallyimposedorassertedbytherelevantGovernmentalAuthority.Promptlyuponhaving knowledge that any such Indemnified Taxes have been levied, imposed or assessed, and promptlyuponnoticebytheAdministrativeAgentoranyAffectedPerson(oritsrelatedGroup Agent),theSellershallpaysuchIndemnifiedTaxesdirectlytotherelevanttaxingauthorityor GovernmentalAuthority(ortotheAdministrativeAgentorsuchAffectedPersonifsuchTaxes have already been paid to the relevant taxing authority or Governmental Authority); providedthatneithertheAdministrativeAgentnoranyAffectedPersonshallbeunderanyobligationto provideanysuchnoticetotheSeller.Acertificateastotheamountofsuchpaymentorliability deliveredtotheSellerbyanAffectedPerson(withacopytotheAdministrativeAgent),orby 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 shall severally indemnify the Administrative Agent, within ten days after demand therefor, for (i) any IndemnifiedTaxesattributabletosuchPurchaser,itsRelatedConduitPurchaseroranyoftheir respective Affiliates that are Affected Persons (but only to the extent that the Seller and its Affiliates have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting any obligation of the Seller, the Servicer or their Affiliates to do so) and (ii)anyExcludedTaxesattributabletosuchPurchaser,itsRelatedConduitPurchaseroranyof 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 therefrom or with respect thereto, whether or not such Taxes were correctly orlegallyimposedorassertedbytherelevantGovernmentalAuthority.Acertificateastothe amount of such payment or liability delivered to any Purchaser (or its Group Agent) by the Administrative Agent shall be conclusive absent manifest error.Each Purchaserhereby authorizestheAdministrativeAgenttosetoffandapplyanyandallamountsatanytimeowing to such Purchaser, its Related Conduit Purchaser or any of their respective Affiliates that are AffectedPersonsunderanyTransactionDocumentorotherwisepayablebytheAdministrative AgenttosuchPurchaser,itsRelatedConduitPurchaseroranyoftheirrespectiveAffiliatesthat are Affected Persons from any other source against any amount due to the Administrative Agent under this clause (d).

17

(e) Evidence of Payments.As soon as practicable after any payment of TaxesbytheSellertoaGovernmentalAuthoritypursuanttothisSection4.03,theSellershall deliver to the Administrative Agent evidence of such payment reasonably satisfactory to the Administrative Agent.

(f) StatusofAffectedPersons.

(i) Each Affected Person (that is entitled to any Yield or interest payments pursuant to the Transaction Documents) which becomes a party to this Agreement on the day on which this Agreement is entered into confirms that, on such date, it is a Qualifying Person and will notify the Seller and Administrative Agent promptly in the event it ceases to be a Qualifying Person.

(ii) Each Affected Person (that is entitled to any Yield or interest payments pursuant to the Transaction Documents) which becomes a party to this AgreementafterthedateofthisAgreement(ifany)shallindicateinwritingtotheSeller andAdministrativeAgentwhetherornotitisaQualifyingPerson(andshallbetreated as if it is not a Qualifying Person until it notifies the Seller and Administrative Agent which category applies).

(iii) Notwithstanding clause (f) above, any Affected Person that is entitledtoanexemptionfromorreductionofwithholdingTaxwithrespecttopayments made under any Transaction Document shall deliver to the Seller and the Administrative Agent, at the time or times 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.In addition, any Affected Person, if reasonably requested by the Seller or the AdministrativeAgent,shalldeliversuchotherdocumentationprescribedbyApplicable 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 reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 4.03(f)(ii)(A), Section 4.03(f)(ii)(B) and Section4.03(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.

(iv) Without limiting the generality of the foregoing, in the event a payment by or on account of any obligation of the Seller or any of its Affiliates under any Transaction Document would be subject to U.S. withholding Tax:

(A) an Affected Person that is a U.S. Person shall deliver to the Seller and the Administrative Agent from time to time upon the reasonable request of the Seller or the Administrative Agent, executed copies of Internal Revenue Service Form W-9 certifying that such Affected Person is exempt from U.S. federal backup withholding tax;

18

(B) anyAffectedPersonthatisnotaU.S.Personshall,tothe 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 Affected Person) from time to time upon the reasonable request oftheSellerortheAdministrativeAgent,whicheverofthefollowingis applicable:

(1) in the case of such an Affected Person claiming thebenefitsofanincometaxtreatytowhichtheUnitedStatesis a party, (x) with respect to payments of interest under any Transaction Document, executed copies of 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 “interest” article of such tax treaty and (y) with respect to any other 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 copies of Internal Revenue Service Form W-8ECI;

(3) in the case of such an Affected Person claiming thebenefitsoftheexemptionforportfoliointerestunderSection 881 (c) of the Code, (x) a certificate to the effect that such Affected Person is not a “bank” within the meaning of Section 881(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 foreign corporation” related to the Seller as described in Section 881(c)(3)(C) of the Code (a “U.S. TaxCompliance Certificate”) and (y) executed copies 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 copies of Internal Revenue Service FormW-8IMY,accompaniedbyInternalRevenueServiceForm 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/orothercertificationdocumentsfromeachbeneficialowner, as applicable; providedthat, if such Affected Person is a partnership and one or more direct or indirect partners of such Affected Person are claiming the portfolio interest exemption, such Affected Person may provide a U.S. Tax Compliance Certificateonbehalfofeachsuchdirectandindirectpartner;and

19

(C) anyAffectedPersonthatisnotaU.S.Personshall,tothe 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 copies of any other form prescribed by Applicable Law as a basis for claiming exemption from orareductioninU.S.federalwithholdingTax,dulycompleted,togetherwith 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) DocumentationRequiredbyFATCA.IfapaymentmadetoanAffected PersonunderanyTransactionDocumentwouldbesubjecttoTaximposedbyFATCAifsuch Affected Person were to fail to comply with the applicable reporting 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 underFATCAortodeterminetheamounttodeductandwithholdfromsuchpayment.Solely forpurposesofthisclause(g),“FATCA”shallincludeanyamendmentsmadetoFATCAafter the date of this Agreement.

(h) Survival.Eachparty’sobligationsunderthisSection4.03shallsurvive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Purchaser Party or any other Affected person, the termination of the Commitmentsandtherepayment,satisfactionordischargeofalltheSellerObligationsandthe Servicer’s obligations hereunder.

(i) Updates.Each Affected Person agrees that if any form or certification it previously delivered pursuant to this Section 4.03(f)or Section 4.03(g)expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Seller and the Administrative Agent in writing of its legal inability to do so.

(j) Treatment of Certain Refunds.If any party determines, in its sole discretionexercisedingoodfaith,thatithasreceivedarefundofanyTaxesastowhichithas beenindemnifiedpursuanttothisSection4.03(includingbythepaymentofadditionalamounts pursuant to this Section 4.03), it shall pay to the indemnifying party an amount equal to such refund(butonlytotheextentofindemnitypaymentsmadeunderthisSection4.03withrespect totheTaxesgivingrisetosuchrefund),netofallout-of-pocketexpenses(includingTaxes)of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the requestofsuchindemnifiedparty,shallrepaytosuchindemnifiedpartytheamountpaidover pursuant to this paragraph (j) (plus any penalties, interest or other charges imposed by the relevantGovernmentalAuthority)intheeventthatsuchindemnifiedpartyisrequiredtorepay suchrefundtosuchGovernmentalAuthority.Notwithstandinganythingtothecontraryinthis paragraph (j), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (j) the payment of which would place the

20

indemnifiedpartyinalessfavourablenetafter-Taxpositionthantheindemnifiedpartywould have been in if the Tax subject to indemnification and giving rise to such refund had 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.

(k) VAT. Unless otherwise specified, all amounts expressed to be payable underaTransactionDocumentbyanyparty(a"Customer")toanotherpartyotherthanaSeller Party(a"Supplier"),which(inwholeorinpart)constitutetheconsiderationforanysupplyfor VATpurposesaredeemedtobeexclusiveofanyVATwhichischargeableonthatsupply,and accordingly,ifVATisorbecomeschargeableonanysupplymadebyaSuppliertoaCustomer under a Transaction Document and such Supplier is required to account to the relevant tax authorityfortheVAT,thatCustomermustpaytosuchSupplier(inadditiontoandatthesame time as paying any other consideration for such supply) an amount equal to the amount of the VAT(andsuchSuppliermustpromptlyprovideanappropriateVATinvoicetothatCustomer).

(l) Unlessotherwisespecified,allamountsexpressedtobepayableundera Transaction Document by any party to a Seller Party are deemed to be inclusive of any VAT which is chargeable on that supply, and accordingly, if VAT is or becomes chargeable on any supply made by a Seller Party under a Transaction Document, the party receiving or deemed toreceivethesupplyforVATpurposes(the"RelevantRecipient")shallnotberequiredtopay any additional amount in respect of any such VAT to the relevant Seller Party in any circumstances.Unless otherwise specified, where the Relevant Recipient is required to accounttotherelevanttaxauthorityforVATinrespectofasupplyforVATpurposesmadeto itbyaSellerParty,theamountofconsiderationpayabletotherelevantSellerPartyinrespect of the relevant supply for VAT purposes shall be reduced by an amount equal to the VAT liability suffered by the Relevant Recipient.

(m) Where a Transaction Document requires any party (an "IndemnifyingParty")toreimburseorindemnifyanotherpartyforanycostorexpense,theIndemnifyingParty shall reimburse or indemnify (as the case may be) such party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such party reasonablydeterminesthatitisentitledtocreditorrepaymentinrespectofsuchVATfromthe relevant tax authority.

(n) AnyreferenceinanyTransactionDocumenttoanyPersonshall,atany time when such Person is treated as a member of a group for VAT purposes, include (where appropriateandunlessthecontextotherwiserequires)areferencetothePersonwhoistreated as making the supply or (as appropriate) receiving the supply under the grouping rules (as provided for in Article 11 of the Council Directive 2006/112/EC (or as implemented by the relevantmemberstateoftheEuropeanUnionoranyothersimilarprovisioninanyjurisdiction which is not a member state of the European Union)) so that a reference to a Person shall be construedasareferencetothatPersonortherelevantgrouporunity(orfiscalunity)ofwhich that Person is a member for VAT purposes at the relevant time or the relevant member (or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be).

21

(o) In relation to any supply made by a party to another party under a Transaction Document, if reasonably requested by the first party, the second party must promptly provide the first party with details of the second party's VAT registration and such otherinformationasisreasonablyrequestedinconnectionwiththefirstparty’sVATreporting requirements in relation to such supply.

Section4.04.Back-Up SecurityInterestand Back-Up Trust.

(a) If,notwithstandingtheintentofthepartiesstatedinSection2.01(c),the sale, assignment and transfer of any Sold Assets to the Administrative Agent (for the ratable benefitofthePurchasers)hereunder(includingpursuanttoSection2.01(b))isnottreatedasa sale for all purposes (except as provided in Section 2.01(d), then such sale, assignment and transfer of such Sold Assets shall be treated as the grant of a security interest pursuant to the UK Security Agreement by the Seller to the Administrative Agent (for the ratable benefit of the Purchasers) to secure the 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).

Section4.05.Inability toDetermine Rates

(a) Ifinconnectionwithanymaking,maintenanceorfundingofCapital,(i) theAdministrativeAgentdetermines(whichdeterminationshallbeconclusiveabsentmanifest error)that(A)noSuccessorRatefortheRelevantRatefortheapplicableAgreedCurrencyhas been determined in accordance with Section 4.05(b)or Section 4.05(c)and the circumstances underclause(i)ofSection4.05(b)orofSection4.05(c)ortheScheduledUnavailabilityDate, or the SOFR Scheduled Unavailability Date, has occurred with respect to such Relevant Rate (as applicable), or (B) adequate and reasonable means do not otherwise exist for determining the Relevant Rate for the applicable Agreed Currency for any determination date(s) or requestedYieldPeriod,asapplicable,withrespecttoaproposedInvestmentofCapital,(ii)the Administrative Agent or the Majority Group Agents determine that for any reason that the Relevant Rate with respect to a proposed Investment denominated in an Agreed Currency for any requested Yield Period or determination date(s) does not adequately and fairly reflect the cost to such Purchasers of funding such Investment, or (iii) the Administrative Agent determines that the making, maintenance or funding of any Investment (or Portion of Capital thereof) accruing yield by reference to the Relevant Rate has been made unlawful, by compliance by the Administrative Agent in good faith with any Law or any interpretation or applicationthereofbyanyGovernmentalAuthorityorwithanyrequestordirectiveofanysuch Governmental Authority (whether or not having the force of Law) then the Administrative Agent will promptly so notify the Seller, Ashland and each Group Agent.

Thereafter, the obligation of the Purchasers to fund or maintain Capital in the affected currencies, as applicable, shall be suspended in each case to the extent of the affected Capital or Yield Period or determination date(s), as applicable, until the Administrative Agent (upon instruction of the Majority Group Agents) revokes such notice.

Upon receipt of such notice, (i) the Seller may revoke any pending request for an Investment of Capital to the extent of the affected Capital or Yield Period or determination date(s), as applicableor, failing that,will bedeemedto haveconverted suchrequestintoarequest foran InvestmentdenominatedinEurointheEuroEquivalentoftheamountspecifiedthereinand (ii)(A)anyoutstandingCapitaldenominatedinEurosshallbedeemedtohavebeenconverted to accrue Yield at the Base Rate immediately and (B) any outstanding affected Capital not

22

denominated in Euros, at the Seller’s election, shall either (1) be converted into Capital denominated in Euro in the Euro Equivalent of the amount of such outstanding Capital immediately in the case of Capital accruing at a Relevant Rate based on a daily rate or at the endoftheapplicableYieldPeriod,inthecaseofCapitalaccruingataRelevantRatebasedon a term rate or (2) be prepaid in full immediately, in the case of Capital accruing at a Relevant Rate based a daily rate, or at the end of the applicable Yield Period, in the case of Capital accruingataRelevantRatebasedatermrate;providedthatifnoelectionismadebytheSeller (x)inthecaseofanCapitalaccruingataRelevantRatebasedadailyrate,thedatethatisthree BusinessDaysafterreceiptbytheSellerofsuchnoticeor(y)inthecaseofCapitalaccruingat aRelevantRatebasedatermrate,bythelastdayofthecurrentYieldPeriodfortheapplicableCapitalaccruingataRelevantRatebasedatermrate,theSellershallbedeemedtohaveelected clause (1)above.

(b) Replacement of SOFR or SOFR Successor Rate.Notwithstanding anything to the contrary in this Agreement or any other Transaction Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error),orAshlandortheMajorityGroupAgentsnotifytheAdministrativeAgent(with,inthe case of the Majority Group Agents, a copy to Ashland and the Seller) that Ashland or the Majority Group Agents (as applicable) have determined, that:

(i) adequate and reasonable means do not exist for ascertaining SOFR because SOFR is not available or published on a current basis and such circumstances are unlikely to be temporary; or.

(ii) the Applicable Authority has made a public statement identifying a specific date after which SOFR shall or will no longer be representative ormadeavailable,orpermittedtobeusedfordeterminingtheinterestrateofsyndicated loans denominated in Dollars, or shall or will otherwise cease, provided that, in each case, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent that will continue to provide SOFR on a representative basis (the date on which SOFR is no longer representative or available permanently or indefinitely, the “SOFR Scheduled Unavailability Date”);

oriftheeventsorcircumstancesofthetypedescribedinSection4.05(b)(i)or(ii)have occurred with respect to the SOFR Successor Rate then in effect, then, the AdministrativeAgent,AshlandandtheSellermayamendthisAgreementsolelyforthe purpose of replacing SOFR for Dollars or any then current SOFR Successor Rate for DollarsinaccordancewiththisSection4.05withanalternativebenchmarkrategiving due consideration to any evolving or then existing convention for similar transactions in the U.S. and denominated in Dollars for such alternative benchmarks, and, in each case, including any mathematical or other adjustments to such benchmark giving due considerationtoanyevolvingorthenexistingconventionforsimilartransactionsinthe U.S. and denominated in Dollars for such benchmarks (and any such proposed rate, including for the avoidance of doubt, any adjustment thereto, a “SOFR SuccessorRate”), and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Purchasers, Ashland and the Seller unless, prior to such time, PurchaserscomprisingtheMajorityGroupAgentshavedeliveredtotheAdministrative Agent written notice that such Majority Group Agents object to such amendment.

23

(c) Replacement of Relevant Rate or Successor Rate.Notwithstanding anything to the contrary in this Agreement or any other Transaction Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error),orAshlandortheMajorityGroupAgentsnotifytheAdministrativeAgent(with,inthe case of the Majority Group Agents, a copy to Ashland) that Ashland or the Majority Group Agents (as applicable) have determined, that:

(i) adequate and reasonable means do not exist for ascertaining the RelevantRate(otherthanSOFR)foranAgreedCurrency(otherthanDollars)because none of the tenors of such Relevant Rate (other than SOFR) under this Agreement is available or published on a current basis, and such circumstances are unlikely to betemporary; or

(ii) the Applicable Authority has made a public statement identifyingaspecificdateafterwhichalltenorsoftheRelevantRate(otherthanSOFR) for an Agreed Currency (other than Dollars) under this Agreement shall or will no longerberepresentativeormadeavailable,orpermittedtobeusedfordeterminingthe interest rate of syndicated loans denominated in such Agreed Currency (other than Dollars),orshallorwillotherwisecease,providedthat,ineachcase,atthetimeofsuch statement, there is no successoradministrator thatis satisfactory to the Administrative Agent that will continue to provide such representative tenor(s) of the Relevant Rate (other than SOFR) for such Agreed Currency (other than Dollars) (the latest date on which all tenors of the Relevant Rate for such Agreed Currency (other than Dollars) under this Agreement are no longer representative or available permanently or indefinitely, the “Scheduled Unavailability Date”);

oriftheeventsorcircumstancesofthetypedescribedinSection4.05(c)(i)or(ii)have occurred with respect to the Successor Rate then in effect, then, the Administrative Agent, Ashland and the Seller may amend this Agreement solely for the purpose of replacing the Relevant Rate for an Agreed Currency (other than Dollars) or any then currentSuccessorRateforanAgreedCurrency(otherthanDollars)inaccordancewith this Section 4.05with an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar transactions in the U.S. and denominated in such Agreed Currency (other than Dollars) for such alternative benchmarks,and,ineachcase,includinganymathematicalorotheradjustmentstosuch benchmark giving due consideration to any evolving or then existing convention for similar credit facilities transactions in the U.S. and denominated in such Agreed Currency (other than Dollars) for such benchmarks (and any such proposed rate, includingfortheavoidanceofdoubt,anyadjustmentthereto,a“Non-SOFRSuccessorRate”, and collectively with the SOFR Successor Rate, each a “Successor Rate”), and anysuchamendmentshallbecomeeffectiveat5:00p.m.onthefifthBusinessDayafter the Administrative Agent shall have posted such proposed amendment to all Purchasers, Ashland and the Seller unless, prior to such time, Purchasers comprising the Majority Group Agents have delivered to the Administrative Agent written notice that such Majority Group Agents object to such amendment.

(d) SuccessorRate.TheAdministrativeAgentwillpromptly(inoneormore notices) notify Ashland and the Seller and each Purchaser of the implementation of any Successor Rate.

24

AnySuccessorRateshallbeappliedinamannerconsistentwithmarketpractice;providedthat totheextentsuchmarketpracticeisnotadministrativelyfeasiblefortheAdministrativeAgent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.

Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero%, the Successor Rate will be deemed to be zero% for the purposes of this Agreement and the other Transaction Documents.

InconnectionwiththeimplementationofaSuccessorRatetheAdministrativeAgentwillhave therighttomakeConformingChangesfromtimetotimeand,notwithstandinganythingtothecontrary herein or in any other Transaction Document, any amendments implementing such ConformingChangeswillbecomeeffectivewithoutanyfurtheractionorconsentofanyother party to this Agreement; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming ChangestoAshland,theSellerandthePurchasersreasonablypromptlyaftersuchamendment becomes effective.

(e) For purposes of this Section 4.05, those Purchasers that either have not made,ordonothaveanobligationunderthisAgreementtomake,therelevantInvestmentsin therelevantAlternativeCurrencyshallbeexcludedfromanydeterminationofMajorityGroup Agents.

Section4.06.Illegality. If, in any applicable jurisdiction, it becomes unlawful for a PurchasertoperformanyofitsobligationsascontemplatedbythisAgreementortofund,issue or maintain its participation in any Investments:

(a) the relevant Group Agent shall promptly notify the Administrative Agent upon becoming aware of that event;

(b) upon the Administrative Agent notifying the Seller, each Commitment of that Purchaser will be immediately cancelled; and

(c) to the extent that the Purchaser’s participation has not been transferred pursuanttoSection2.06,theSellershallrepaythatPurchaser'sInvestmentsmadetotheSeller on the Settlement Date for each Investment occurring after the Administrative Agent has notified the Seller or, if earlier, the date specified by the Group Agent in the notice delivered to the Administrative Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Purchaser's corresponding Commitment(s) shall be immediately cancelled in the amount of the participations repaid.

ARTICLEV

CONDITIONSTOEFFECTIVENESSANDINVESTMENTS

Section5.01.Conditions Precedent to Effectiveness and the Initial Investment.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, security filings, certificates and other deliverables listed on the closing memorandum attached as Exhibit Hhereto, 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.

25

Section5.02.ConditionsPrecedenttoAllInvestments.EachInvestmenthereunderon or after the Closing Date shall be subject to the conditions precedent that:

(a) the Seller shall have delivered to the Administrative Agent and the relevant Group Agent an Investment Request for such Investment;

(b) the Servicer shall have delivered to the Administrative Agent and each GroupAgentallInformationPackagesandWeeklyReportsrequiredtobedeliveredhereunder;

(c) the conditions precedent to such Investment specified in Section 2.01(a)(i) through (v) shall be satisfied;

(d) onthedateofsuchInvestmentthefollowingstatementsshallbetrueand correct(andupontheoccurrenceofsuchInvestmenttheSellerandtheServicershallbedeemed to have represented and warranted that such statements are then true and correct):

(i) therepresentationsandwarrantiesoftheSellerandtheServicer contained in the Master Framework Agreement are true and correct in all material respectsonandasofthedateofsuchInvestmentasthoughmadeonandasofsuchdate unless such representations and warranties by their terms refer to an earlier date, in whichcasetheyshallbetrueandcorrectinallmaterialrespectsonandasofsuchearlier date;

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

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

(iv) the amounts drawn under the Subordinated Loan Agreement shall equal at least 5% of the Pool Receivables at all times; and

(v) theTerminationDatehasnot occurred.

Section5.03.ConditionsPrecedenttoAllReleases.EachReleasehereunderonor after the Closing Date shall be subject to the conditions precedent that:

(a) aftergivingeffecttosuchRelease,theServicershallbeholdingintrust forthebenefitoftheSecuredPartiesanamountofCollectionssufficienttopaythesumof(x) allaccruedandunpaidServicingFees,Yield,FeesandindemnitypaymentsdueunderSection 4.02, 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) the Seller shall use the proceeds of such Release together with the proceedsofanySubordinatedLoansolelytopaythepurchasepriceforReceivablespurchased by the Seller in accordance with the terms of each Purchase and Sale Agreement; and

26

(c) on the date of such Release the following statements shall be true and correct(and upon theoccurrenceof such Release, the Seller and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):

(i) therepresentationsandwarrantiesoftheSellerandtheServicer contained in the Master Framework Agreement are true and correct in all material respects on and as 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 whichcasetheyshallbetrueandcorrectinallmaterialrespectsonandasofsuchearlier date;

(ii) noEventofTerminationorUnmaturedEventofTerminationhas 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;

(iv) the amounts drawn under the Subordinated Loan Agreement shall equal at least 5% of the Pool Receivables of all times; and

(v) theTerminationDatehasnot occurred.

Section5.04.SubordinatedLoans.UponarequestbytheSellerpursuanttotheterms oftheSubordinatedLoanAgreement,theSubordinatedLendershallgrantSubordinatedLoans in Euros or in one or more Alternative Currencies to the Seller on a revolving basis from time to time during the period from the Closing Date to the Termination Date. Subordinated Loans will be used together with Releases solely for the purpose of paying the purchase price for ReceivablespurchasedbytheSellerinaccordancewiththetermsoftherelevantPurchaseand Sale Agreement.

Section5.05.Separate Existence of the Seller.Each of the Seller and the Servicer herebyacknowledgesthattheSecuredParties,theGroupAgentsandtheAdministrativeAgent are entering into the transactions contemplated by this Agreement and the other Transaction DocumentsinrelianceupontheSeller’sidentityasalegalentityseparatefromanyOriginator, theServicer,anyPerformanceGuarantorandtheirAffiliates.Therefore,eachoftheSellerand Servicershalltakeallstepsspecifically required bythisAgreementor reasonably required by the 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 Guarantor, the Originators, the Servicer and any other Person, and is not a division of the Performance Guarantor, the Originators, the Servicer,itsAffiliatesoranyotherPerson.Withoutlimitingthegeneralityoftheforegoingand in addition to and consistent with the other covenants set forth herein, each of the Seller 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 wholly-owned by the Parent whose primary activities are restricted in its constitution.

(b) NoOtherBusinessorDebt.TheSellershallnotengageinanybusiness oractivityexceptassetforthinthisAgreementandtheotherTransactionDocumentsnor,incur

27

anyindebtednessorliabilityotherthanasexpresslypermittedbytheTransactionDocuments. The Seller shall not have any employees.

(c) IndependentDirector.NotfewerthanonememberoftheSeller’sboard ofdirectors(the“IndependentDirector”)shallbeanaturalpersonwho(i)hasneverbeen,and shall at no time be, an equity holder, director, officer, manager, member, partner, officer, employee or associate, or any relative of the foregoing, of any member of the Ashland Group (as hereinafter defined) (other than his or her service as an Independent Director of the Seller or an independent 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 Ashland Group), (ii) is not a customer or supplier of any member oftheAshlandGroup(otherthanhisorherserviceasanIndependentDirectoroftheSelleror an independent director of any other bankruptcy-remote special purpose entity formed for the solepurposeofsecuritizing,orfacilitatingthesecuritizationof,financialassetsofanymember ormembersoftheAshlandGroup),(iii)isnotanymemberoftheimmediatefamilyofaperson describedin(i)or(ii)above,and(iv)has(x)priorexperienceasanindependentdirectorfora corporation or limited liability company whose organizational or charter documents required the unanimous consent of all independent directors thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings againstitorcouldfileapetitionseekingreliefunderanyapplicablefederalorstatelawrelating 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 placementservicestoissuersofsecuritizationorstructuredfinanceinstruments,agreementsor securities.Forpurposesofthisclause(c),“AshlandGroup”shallmean(i)Ashland,theParent, theServicer,eachPerformanceGuarantorandeachOriginator,(ii)eachpersonthatdirectlyor indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%) or more of the membership interests in Ashland, (iii) each person that controls, is controlled by or is under common control with Ashland 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, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether throughtheownershipofvotingsecurities,bycontractorotherwise.Apersonshallbedeemed to be an “associate” of (A) a corporation or organization 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 of any class of equity securities, (B) any trust or other estate in which such person serves as trustee or in a similar capacity and (C) any relative or spouse of a person described in clause (A)or (B)of this sentence, or any relative of such spouse.

The Seller shall (A) give written notice to the Administrative Agent of the election or appointment,orproposedelectionorappointment,ofanewIndependentDirectoroftheSeller, 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).

28

TheSellershallnotapprove,ortakeanyotheractiontocausethefilingof,avoluntary bankruptcypetitionwithrespecttotheSellerunlesstheIndependentDirectorshallapprovethe taking of such action in writing before the taking of such action.

The Independent Director shall not at any time serve as a trustee in bankruptcy for the Seller,theParent,Ashland,anyPerformanceGuarantor,anyOriginator,theServiceroranyof their respective Affiliates.

TheSellershallhaveaboardofdirectorsseparatefromthatoftheServicer,theParent, Ashland, the Performance Guarantor, the Originators and any Affiliates thereof.

(d) Constitutional Documents.The Seller shall maintain its constitutional documentsinconformitywiththisAgreement,suchthatitdoesnotamend,restate,supplement or otherwise modify its ability to comply with the terms and provisions of any of the Transaction Documents, including, without limitation, paragraph (o) (Security Interest, Etc.) of Schedule 4 (Covenants) Part 1 (Covenants of the Seller) of the Master Framework Agreement.

(e) Conduct of Business.The Seller shall conduct its affairs strictly in accordance with its organizational documents and observe all necessary, appropriate and customarycompanyformalities,including,butnotlimitedto,causingitsboardofdirectorsto meetatleastthreetimesperannumandkeepminutesofsuchmeetingsandactionsandobserve all other corporate and other legal formalities, holding all other regular and special members’ andboardofdirectors’meetingsappropriatetoauthorizeallcompanyaction,keepingseparate andaccurateminutesofitsmeetings,passingallresolutionsorconsentsnecessarytoauthorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts.

(f) Compensation.TheSellershallhavenoemployees.TheSellershallnot engageanyagentsotherthanitsattorneys,auditorsandotherprofessionals,andaservicerand any other agent contemplated by the Transaction Documents for the Receivables Pool, which servicer will be fully compensated for its services by payment of the Servicing Fee.

(g) Servicing and Costs.The Seller will contract with the Servicer to perform for the Seller all operations required on a daily basis to service the Receivables Pool. The Seller will not incur any indirect or overhead expenses for items shared with the Servicer (oranyotherAffiliatethereof)thatarenotreflectedintheServicingFee.Totheextent,ifany, thattheSeller(oranyAffiliatethereof)sharesitemsofexpensesnotreflectedintheServicing Fee,suchaslegal,auditingandotherprofessionalservices,suchexpenseswillbeallocatedto the extent practical on the basis of actual use or the value of services rendered, and otherwise onabasisreasonablyrelatedtotheactualuseorthevalueofservicesrendered.TheSellershall at all times allocate and charge fairly and reasonably any common overhead shared with any persons.

(h) Operating Expenses.Other than with respect to initial organization expenses,theSeller’soperatingexpenseswillnotbepaidbytheServicer,theParent,Ashland, any Performance Guarantor, any Originator or any Affiliate thereof.

(i) Invoices, Stationary, Cheques.The Seller will conduct business in its own name, using separate invoices, stationary and cheques.

29

(j) BooksandRecords.TheSeller’sbooksandrecordswillbemaintained separately from those of the Servicer, the Parent, Ashland, the Performance Guarantor, the OriginatorsandanyoftheirAffiliatesandinamannersuchthatitwillnotbedifficultorcostly to segregate, ascertain or otherwise identify the assets and liabilities of the Seller.

(k) DisclosureofTransactions.AllfinancialstatementsoftheServicer,the Parent, Ashland, the Performance Guarantor, the Originators or any Affiliate thereof that are consolidatedtoincludetheSellerwilldisclosethat(i)theSeller’ssolebusinessconsistsofthe purchase or acceptance through capital contributions of the Receivables and Related Rights from the Originators and the subsequent retransfer of or granting of a security interest in such Receivables and Related Rights to the Administrative Agent pursuant to this Agreement, (ii) the Seller is a separate legal entity with its own separate creditors who will be entitled, upon itsliquidation,tobesatisfiedoutoftheSeller’sassetspriortoanyassetsorvalueintheSeller becomingavailabletotheSeller’sequityholders,Ashlandand(iii)theassetsoftheSellerare not available to pay creditors of the Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliate thereof.

(l) Segregation of Assets.The Seller’s assets will be maintained in a manner that facilitates their identification and segregation from those of the Servicer, the Parent, Ashland, the Performance Guarantor, 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, Ashland, the Performance Guarantor,theOriginatorsoranyAffiliatesthereof,andfundsorotherassetsoftheSellerwill notbecommingledwiththoseoftheServicer,theParent,Ashland,thePerformanceGuarantor, the Originators or any Affiliates thereof except as permitted by this Agreement in connection withservicingthePoolReceivables.TheSellershallnotmaintainjointbankaccountsorother depository accounts to which the Servicer, the Parent, Ashland, the Performance Guarantor, the Originators or any Affiliate thereof (other than the Servicer solely in its capacity as such) hasindependentaccess.TheSellerisnotnamed,andhasnotenteredintoanyagreementtobe named, directly or indirectly, as a direct or contingent beneficiary or loss payee on any insurance policy with respect to any loss relating to the property of the Servicer, the Parent, Ashland, the Performance Guarantor, the Originators or any Subsidiaries or other Affiliates thereof.TheSellerwillpaytotheappropriateAffiliatethemarginalincreaseor,intheabsence of such increase, the market amount of its portion of the premium payable with respect to any insurance policy that covers the Seller and such Affiliate.

(n) Arm’s-Length Relationships.The Seller will maintain arm’s-length relationships with the Servicer, the Parent, Ashland, the Performance Guarantor, the OriginatorsandanyAffiliatesthereof.AnyPersonthatrendersorotherwisefurnishesservices 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, Ashland, the Performance Guarantor, 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 Parent,Ashland,theServicer,thePerformanceGuarantor,theOriginatorsandtheirrespective Affiliateswillimmediatelycorrectanyknownmisrepresentationwithrespecttotheforegoing, and they will not operate or purport to operate as an integrated single economic unit with respect to each other or in their dealing with any other entity.

30

(o) Separateness.The Seller will correct any known misunderstanding regardingitsseparateidentityandwillgenerallycarryonitsbusinessandmanageitsaffairsas anidentifiablebusinessseparateandidentifiablefromthebusinessofeachoftheServicer,the Parent, Ashland, the Performance Guarantor, the Originators, any Affiliates thereof and any otherperson.TheSellershallholditselfouttocreditorsandthepublicasalegalentityseparate and distinct from the Servicer, the Parent, Ashland, the Performance Guarantor, the Originators,anyAffiliatesthereofandanyotherperson.TheSellershallnotholdoutitscredit or assets as being available to satisfy the obligations of other persons (except as otherwise contemplatedbytheTransactionDocuments)andshallnotassume,guaranteeorpaythedebts or obligations of any other person or otherwise pledge its assets for the benefit of any other person (except as otherwise contemplated by the Transaction Documents).

(p) General.The Seller shall cause its board of directors and any officers, managers, agents and other representatives to act at all times with respect to the Seller in furtherance of the foregoing.

ARTICLE VI

ADMINISTRATIONANDCOLLECTION

OF RECEIVABLES

Section6.01.Appointment of theServicer.

(a) The servicing, administering and collection of the Pool Receivables shallbeconductedbythePersonsodesignatedfromtimetotimeastheServicerinaccordance with this Section 6.01Until the Administrative Agent gives notice to Ashland (in accordance withthisSection6.01)ofthedesignationofanewServicer,theParentisherebydesignatedas, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereofandtheParentshallconsultwiththeGermanOriginatorinrelationtotheservicingand the administering of the Pool Receivables thereby involving the German Originator in the managing of the transaction.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 Majority Group Agents) designate as Servicer any Person (including itself) to succeed the Parent 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) Collection of Italian Receivables to be made in accordance with this ArticleVIshallinanycasebemadeincompliancewiththeprovisionsofItalianlaw(including article 115 of the Italian Consolidated Act of Public Safety Laws, where applicable).

(c) Upon the designation of a successor Servicer as set forth in clause (a)above, the Parent agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and the Parent shall cooperate with and assist such new Servicer.Such cooperation shall include access to and transfer of records (includingallContracts)relatedtoPoolReceivablesandusebythenewServicerofalllicenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security.

31

(d) The Parent acknowledges that, in making its decision to execute and deliverthisAgreement,theAdministrativeAgentandeachmemberineachGrouphaverelied on the Parent's agreement to act as Servicer hereunder.Accordingly, the Parent agrees that it will not voluntarily resign as Servicer without the prior written consent of the Administrative Agent and the Majority Group Agents.

(e) The Servicer may delegate its duties and obligations hereunder to any sub-servicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrative Agent, each Purchaser and each Group Agent shall have the right to look solely to the Servicer for performance, (iv) thetermsofanyagreementwithanySub-ServicershallprovidethattheAdministrativeAgent mayterminatesuchagreementupontheterminationoftheServicerhereunderbygivingnotice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); (v) if such Sub-Servicer is not an Affiliate of Ashland, the Administrative Agent and the Majority Group Agents shall have consented in writinginadvancetosuchdelegationand(vi)thedelegationwillnotcausetheSellertobecome subjecttonetincometaxationinanyjurisdictionotherthanIrelandorcauseanyothermaterial adverse tax consequences for the Seller.

(f) The parties acknowledge and agree that (i) the Pool Receivables originated by the German Originator have been or will be (as the case may be) sold, assigned andtransferredtotheSelleronaservicing-retainedbasispursuanttotheGermanPurchaseand Sale Agreement, (ii) the German Originator retains the servicing of the Pool Receivables and in accordance with the terms of the German Purchase and Sale Agreement and (iii) therefore, the German Originator is not a Sub-Servicer of the Seller or the Servicer for such purpose. Notwithstanding the foregoing, the Servicer shall remain liable towards the Seller to ensure thatsuchPoolReceivablesareservicedandcollected(includingbytheGermanOriginator)in accordance with the terms of this Agreement, and the Seller, the Administrative Agent and each Purchaser shall have the right to look solely to the Servicer for performance of such servicingandcollectionresponsibilitiesundertakenbytheGermanOriginator,ineachcase,to the same extent as if the German Originator were a Sub-Servicer with respect to such Pool Receivables.

Section6.02.Dutiesof the Servicer.

(a) The Servicer shall take or cause to be taken all such action as may be necessaryorreasonablyadvisabletoservice,administerandcollecteachPoolReceivablefrom time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable careanddiligence,andinaccordancewiththeCreditandCollectionPolicyandconsistentwith 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 ArticleIIIhereof.TheServicermay,inaccordancewiththeCreditandCollectionPolicyand 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 reasonablydeterminetobeappropriatetomaximizeCollectionsthereoforreflectadjustments expressly permitted under the Credit and Collection Policy or as expressly required under ApplicableLawsortheapplicableContract;provided,thatforpurposesofthisAgreement:(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

32

Receivable (other than for the purposes of determination of the Receivable as a Short-Term Re-AgedReceivableand/oraLong-TermRe-AgedReceivable(asapplicable)),(ii)suchaction shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Deemed 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 accordancewiththeirrespectiveinterests,allrecordsanddocuments(includingcomputertapes or disks) with respect to each Pool Receivable.Notwithstanding anything to the contrary containedherein,ifanEventofTerminationhasoccurredandiscontinuing,theAdministrative AgentmaydirecttheServicertocommenceorsettleanylegalactiontoenforcecollectionofanyPoolReceivablethatisaDelinquentReceivableortoforecloseuponorrepossessany Related Security with respect to any such Delinquent Receivable.

(b) TheServicer’sobligationshereundershallterminateontheFinalPayout Date.Promptly following the Final Payout Date, the Servicer shall deliver to the Seller all books,recordsandrelatedmaterialsthattheSellerpreviouslyprovidedtotheServicer,orthat have been obtained by the Servicer, in connection with this Agreement.

Section6.03.CollectionAccountArrangements.PriortotheClosingDate,theSeller shall have entered into the JPM Account Control Agreement, the relevant Collection Account DeclarationofTrustand/ortherelevantCollectionAccountPledgeAgreementswithallofthe 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 JPM Account Control Agreement, the relevant Collection AccountDeclarationofTrustand/ortherelevantCollectionAccountPledgeAgreementstodo any or all of the following: (a) to have the exclusive ownership and control of the Collection Accounts transferred to the Administrative Agent (for the benefit of the Secured Parties) and toexerciseexclusivedominionandcontroloverthefundsdepositedtherein(forthebenefitof theSecuredParties),(b)tohavetheproceedsthataresenttotherespectiveCollectionAccounts redirected pursuant to the Administrative Agent’s instructions rather than deposited in the applicableCollectionAccountand(c)totakeanyorallotheractionspermittedundertheJPM AccountControlAgreement.TheSellerherebyagreesthatiftheAdministrativeAgentatany time takes any action set forth in the preceding sentence, the Administrative Agent shall have exclusivecontrol(forthebenefitoftheSecuredParties)oftheproceeds(includingCollections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Administrative Agent may reasonably request to transfer such control.Any proceeds of Pool ReceivablesreceivedbytheSellerortheServicerthereaftershallbesentimmediatelyto,oras otherwise instructed by, the Administrative Agent. If any Collection Account Bank ceases to be an Eligible Account Bank, the Seller shall, within ninety (90) days after such Collection AccountBankceasestobeanEligibleAccountBank,movetheapplicableCollectionAccount to a replacement Collection Account Bank that is an Eligible Account Bank.

33

Section6.04.Enforcement Rights.

(a) Atanytimefollowingtheoccurrenceandduringthecontinuationofan Event of Termination:

(i) theAdministrativeAgent(attheSeller’sexpense)maydirectthe ObligorsthatpaymentofallamountspayableunderanyPoolReceivableistobemade directly to the Administrative Agent or its designee;

(ii) theAdministrativeAgentmayinstructtheSeller,Servicerorthe AshlandSub-ServicertogivenoticeoftheSeller’sandtheSecuredParties’interestin 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), andtheSeller,ServicerortheAshlandSub-Servicer,asthecasemaybe,shallgivesuch notice at the expense of the Seller, Servicer or the Ashland Sub-Servicer, as the case may be; provided, that if the Seller , Servicer or the Ashland Sub-Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Seller’s or the Servicer’s, as the case may be, expense) may so notify the Obligors;

(iii) theAdministrativeAgentmayrequesttheServicerto,andupon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect 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 and the Related Security, and make the same available to the Administrative 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 by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit allsuchcash,checksandinstruments,dulyendorsedorwithdulyexecutedinstruments of transfer, to the Administrative Agent or its designee;

(iv) the Administrative Agent may notify the Collection Account Banks that the applicable Originator 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 or Sub-Servicer;

(vi) the Administrative Agent may collect any amounts due from an Originator under any Purchase and Sale Agreement or the Performance Guarantor under the Performance Guarantee;

(vii) the Servicer shall prepare and forward to the Administrative Agent and each Group Agent a Weekly Report in accordance with Schedule 4 (Covenants) Part 2 (Representation and Warranties of the Servicer and Ashland Sub-Servicers) para (b)(ii) of the Master Framework Agreement.

34

For the avoidance of doubt, the foregoing rights and remedies of the AdministrativeAgentuponanEventofTerminationareinadditiontoandnotexclusive oftherightsandremediescontainedhereinandundertheotherTransactionDocuments.

(b) TheSellerherebyauthorizestheAdministrativeAgent(onbehalfofthe Secured Parties), and irrevocably appoints the Administrative Agent as its true and lawful attorney with full power and full authority in the place and stead of the Seller, which appointmentiscoupledwithaninterest,totakeanyandallstepsinthenameoftheSellerand on behalf of the Seller (also for the purposes of article 1704 of the Italian Civil Code, with specific power and authorisation to execute any contract with itself (contratto con se stesso) for the purposes of article 1395 of the Italian Civil Code and notwithstanding any possible conflict of interest in accordance with article 1394 of the Italian Civil Code) necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Termination, to (i) collect any and all amounts or portions thereof due under any and all Sold Assets and Seller Collateral, including endorsing thenameoftheSelleronchecksandotherinstrumentsrepresentingCollectionsandenforcing such Sold Assets and Seller Collateral, (ii) to do every act or thing which the attorney may deemtobenecessaryandproperforfullyandeffectuallyvesting,transferringorassigningtheSoldAssetsandSellerCollateraloranypartthereofand/ortheSeller'sestate,right,title,benefit and/orinterestthereinortheretoinortotheattorneyanditssuccessorsintitleorotherperson or persons entitled to the benefit thereof in the same manner and as fully and effectually in all respects as the Seller could have done; and/or (iii) to do every act or thing which the attorney considers in each case bona fide necessary for the protection or preservation of the attorney's interestsandrightsinandtotheSoldAssetsandSellerCollateral;and/or(iv)theattorneyshall have the power by writing under its hand by an officer of the attorney from time to time to appointasubstituteattorney(eacha“Substitute”)whoshallhavethepowertoactonbehalfof the Seller as if that Substitute shall have been originally appointed attorney by this power of attorney and/or to revoke any such appointment at any time without assigning any reason therefore.Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney pursuant to the preceding sentence shall subject such attorney to any liability if any action taken by it shall prove to be inadequate or invalid, nor shall they confer any obligations upon such attorney in any manner whatsoever.The Seller hereby agrees at all times hereafter to ratify and confirm whatsoever the said attorney or its attorney or Substitute shall lawfully do or cause to be done in and concerning the Sold Assets and/or the Seller Collateral.

(c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), and irrevocably appoints the Administrative Agent as its true and lawful attorney with full power and full authority in the place and stead of the Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer (also for the purposes of article 1704 of the Italian Civil Code, with specific power and authorisation to execute any contract with itself (contratto con se stesso) for the purposes of article 1395 of the Italian Civil Code and notwithstanding any possibleconflictofinterestinaccordancewitharticle1394oftheItalianCivilCode)necessary ordesirable,inthereasonabledeterminationoftheAdministrativeAgent,aftertheoccurrence and during the continuation of an Event of Termination, to (i) collect any and all amounts or portions thereof due under any and all Sold Assets and Seller Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcingsuchSoldAssetsandSellerCollateral,(ii)todoeveryactorthingwhichtheattorney maydeemtobenecessaryandproperforfullyandeffectuallyvesting,transferringorassigning

35

theSoldAssetsandSellerCollateraloranypartthereofand/ortheServicer'sestate,right,title, benefitand/orinterestthereinortheretoinortotheattorneyanditssuccessorsintitleorother personorpersonsentitledtothebenefitthereofinthesamemannerandasfullyandeffectually in all respects as the Servicer could have done; and/or (iii) to do every act or thing which the attorney considers in each case bona fide necessary for the protection or preservation of the attorney's interests and rights in and to the Sold Assets and Seller Collateral; and/or (iv) the attorneyshallhavethepowerbywritingunderitshandbyanofficeroftheattorneyfromtime to time to appoint a substitute attorney (each a “Substitute”) who shall have the power to act onbehalfofServicerasifthatSubstituteshallhavebeenoriginallyappointedattorneybythis power of attorney and/or to revoke any such appointment at any time without assigning any reason thereforeNotwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney pursuant to the preceding sentence shall subject such attorney to any liability if any action taken by it shall prove to be inadequate or invalid, norshalltheyconferanyobligationsuponsuchattorneyinanymannerwhatsoever.TheSeller hereby agrees at all times hereafter to ratify and confirm whatsoever the said attorney or its attorneysorSubstituteshalllawfullydoorcausetobedoneinandconcerningtheSoldAssets and/or the Seller Collateral.

Section6.05.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 PartyoftheirrespectiverightshereundershallnotrelievetheSellerfromsuchobligationsand (ii) pay when due any taxes, including any sales taxes, excise tax, personal property tax or similar taxes payable in connection with the Pool Receivables and their creation and satisfactionandtimelyfilesuchtaxreturnsrequiredtobefiled,exceptasotherwisepermitted 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) TheParentherebyirrevocablyagreesthatifatanytimeitshallceaseto be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processingagentofthethencurrentServicerand,insuchcapacity,theParentshallconductthe data-processingfunctionsoftheadministrationoftheReceivablesandtheCollectionsthereon insubstantiallythesamewaythatitconductedsuchdata-processingfunctionswhileitactedas the Servicer.In connection with any such processing functions, the Seller shall pay to the Parentitsreasonableout-of-pocketcostsandexpensesfromtheSeller’sownfunds(subjectto the priority of payments set forth in Section 3.01).

Section6.06.Servicing Fee.

(a) Subject to clause (b)below, the Seller shall pay the Servicer a fee (the “ServicingFee”)accruingduringeachFiscalMonthequaltothesumof(i)theactualcostsand expensesincurredbytheServicerinperformingitsdutieshereunderduringsuchFiscalMonth, plus (ii) 25% of such costs and expenses; provided however, that the Servicing Fee for any Fiscal Month shall not exceed an amount equal to the product of (x) 1.00%, multiplied by (ii) the daily average aggregate Outstanding Balance of the Pool Receivables during such Fiscal Month,multipliedby(iii)1/12.TheServicingFeeshallbeinclusiveofVAT(ifany).Accrued ServicingFeesshallbepayablefromCollectionstotheextentofavailablefundsinaccordance

36

with Section 3.01.Servicing Fees for each Fiscal Month shall be reasonably calculated and determinedbytheServicer,andtheServicershallreporttheamountofaccruedServicingFees for each Fiscal Month in the related Information Package.

(b) If the Servicer ceases to be the Parent or a Subsidiary of Ashland, the ServicingFeeshallbethegreaterof:(i)theamountcalculatedpursuanttoclause(a)aboveand

(ii) an alternative amount agreed in writing between the Administrative Agent and such successor Servicer.

ARTICLE VII

EVENTSOFTERMINATION

Section7.01.EventsofTermination.Ifanyofthefollowingevents(eachan“Event ofTermination”) shalloccur:

(a) the Seller or any Originator shall (i) fail to pay when due, any accrued YieldortomakeanyreductionorrepaymentoftheAggregateCapitalandsuchfailure continues for one (1) Business Day, (ii) fail to transfer Collections received by the Seller or anyOriginatortoaCollectionAccountatsuchtimesrequiredunderthetermshereofandsuch failurecontinuesfortwo(2)BusinessDays,or(iii)defaultintheperformanceofanypayment (other than those covered by clauses (i)and (ii)above) and such failure continues for ten (10) days; or

(b) anyrepresentation,warranty,certificationorstatementmadeordeemed confirmedbytheSeller,anyOriginatorthePerformanceGuarantorortheServicerunderorin connection with this Agreement, any other Transaction Document to which it is a party or in any other information, report or document delivered pursuant hereto or thereto shall prove to have been incorrect or untrue in any material respect (except any representation or warranty qualifiedbymaterialityorbyreferencetoamaterialadverseeffect,whichshallprovetohave been incorrect or untrue in any respect) when made or confirmed and such circumstance shall remainuncuredforthirty(30)daysaftertheearliertooccurof(i)receiptofnoticethereoffrom any Group Agent, any Purchaser or the Administrative Agent or (ii) knowledge thereof by a ResponsibleOfficer;providedthatnosuchrepresentation,warranty,orcertificationhereunder shall be deemed to be incorrect, untrue or violated to the extent any affected Receivable is subjecttoaDeemedCollectionandallrequiredamountswithrespecttosuchReceivablehave been deposited into a Collection Account; or

(c) theSellershalldefaultinanymaterialrespectintheperformanceofany undertaking (i) to be performed or observed under paragraph (d)(i)(notice of events of termination or unmatured events of termination), paragraph (e)(conduct of business), paragraph (f)(compliance with laws), paragraph (g)(payments on receivables, collection accounts), paragraph (h)(sales, liens, etc.), paragraph (i)(extension or amendment of pool receivables),paragraph(j)(changeincreditandcollectionpolicy),paragraph(k)(fundamental changes), paragraph (n)(change in payment instructions to obligors), paragraph (o)(security interests, etc.), paragraph (p)(certain agreements), paragraph (r)(other business), paragraph (u)(anti-money laundering/international trade law compliance) of Part 1 (Covenants of the Seller) of Schedule 4 (Covenants) to the Master Framework Agreement or Section 5.05(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

37

any provision hereof) or (ii) to be performed or observed under any other provision of this AgreementoranyprovisionofanyotherTransactionDocumenttowhichitisapartyandsuch defaultinthecaseofthisclause(ii)shallcontinueforthirty(30)daysaftertheearliertooccur 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

(d) the Servicer or an Ashland Sub-Servicer shall default in any material respectintheperformanceofanyundertaking(i)tobeperformedorobservedunderparagraph(c)(i)(notice of events of termination or unmatured events of termination), paragraph (d)(conduct of business), paragraph (e)(compliance with laws), paragraph (g)(payments on receivables,collectionaccounts),paragraph(h)(extensionoramendmentofpoolreceivables), paragraph (i)(change in credit and collection policy), paragraph (l)(change in payment instructions to obligors), paragraph (m)(security interests, etc.), paragraph (p)(anti-money laundering/international trade law compliance) of Part 2 (Covenants of the Servicer and the AshlandSub-Servicers)ofSchedule4(Covenants)totheMasterFrameworkAgreement,(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 any provision hereof) or (ii) to be performedorobservedunderanyotherprovisionofthisAgreementoranyprovisionofanyotherTransactionDocumenttowhichitisapartyandsuchdefaultinthecaseofthisclause (ii)shall continue 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

(e) the Performance Guarantor shall default in any material respect in the performanceofanyundertaking(i)tobeperformedorobservedunderparagraph(c)(conduct of business), paragraph (d)(compliance with laws), paragraph (g)(anti-money laundering/international trade law compliance) of Part 3 (Covenants of the Performance Guarantor) of Schedule 4 (Covenants) to the Master Framework Agreement, (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 any provision hereof) or (ii) to be performed or observed under any other provision of this Agreement or any provision of any otherTransactionDocumenttowhichitisapartyandsuchdefaultinthecaseofthisclause (ii)shall continue 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

(f) any Originator shall default in any material respect in the performance of any undertaking (i) to be performed or observed under paragraph (b)(i)(notice of events of termination or unmatured events of termination), paragraph (c)(conduct of business), paragraph (d)(compliance with laws), paragraph (f)(payments on receivables, collection accounts), paragraph (g)(sales, liens, etc.), paragraph (h)(extension or amendment of pool receivables),paragraph(j)(changeincreditandcollectionpolicy),paragraph(q)(anti-money laundering/international trade law compliance), of Part 4 (Covenants of the Originators) of Schedule 4 (Covenants) to the Master Framework Agreement (any of the preceding parentheticalphrasesinthisclause(i)areforpurposesofreferenceonlyandshallnototherwise affectthemeaningorinterpretationofanyprovisionhereof)or(ii)tobeperformedorobserved under any other provision of this Agreement or any provision of any other Transaction Document to which it is a party and such default in the case of this clause (ii)shall continue for thirty (30) days after the earlier to occur of (A) receipt of notice thereof from any Group Agent,anyPurchaserortheAdministrativeAgentor(B)knowledgethereofbyaResponsible Officer; or

38

(g) any Insolvency Proceeding shall be instituted by or against the Seller, the Performance Guarantor, any Originator, or any Material Subsidiary of any Originator; or

(h) theAdministrativeAgent,onbehalfoftheSecuredParties,shallforany reasonfailorceasetohaveavalidandenforceablefirstpriorityownershiporsecurityinterest intheAffectedAssets,freeandclearofanyAdverseClaim;providedthattheforgoingclause

(e)shallnotapplytoanyReceivablesubjecttoaDeemedCollectionandallrequiredamounts with respect to which have been deposited into a Collection Account; or

(i) a Servicer Default shall have occurred (it being understood that if such Servicer Default is cured or waived, the related Event of Termination shall also be deemed cured or waived automatically); or

(j) aCapitalCoverageDeficitshalloccur,andshallnothavebeencuredfor one (1) Business Day; or

(k) the average for three consecutive Fiscal Months of the Sales Based Default Ratio is greater than 1.00%; or

(l) the average for three consecutive Fiscal Months of the Delinquency Ratio is greater than 4.00%; or

(m) theaverageforthreeconsecutiveFiscalMonthsoftheDilutionRatiois greater than 7.00%; or

(n) therolling averageDays’ SalesOutstanding isgreater than75 days; or

(o) (i) (A) failure of the Seller, Ashland or any Subsidiary thereof, or the Performance Guarantor to pay when due (subject to the delivery of any required notice, the expiration of any permitted grace period or both) any amounts due under any agreement to which any such Person is a party and under which any Debt having an aggregate outstanding principalamount(includingamountsowingtoallcreditorsunderanycombinedorsyndicated creditagreement)ofgreaterthan€10,000inthecaseoftheSelleror$100,000,000(cumulative) in the case of Ashland and/or any Subsidiary thereof or (if different) the Performance Guarantor,shallbeoutstandingor(B)theoccurrenceofacross-defaultasdescribedinSection 8.01(e) of the Ashland Credit Agreement (dated July 22, 2022 without giving effect to any subsequent amendments and/or restatements); (ii) the default by the Seller, any Originator, or the Performance Guarantor(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 which any such Person is a party (other than breach of any Financial Covenant) and under which any Debt owing by the Seller, any Originator, or the Performance Guarantor greater than such respective amounts was created or is governed, regardless of whether such event is an “event of default” or “default” under any such agreement,iftheeffectofsuchdefaultistocause,ortopermittheholderofsuchDebttocause, such Debt to become due and payable prior to its stated maturity; or (iii) any Debt owing by theSeller,anyOriginator,orthePerformanceGuarantorgreaterthansuchrespectiveamounts 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;

39

(p) aMaterialAdverseEffectshallhaveoccurredwithrespecttotheSeller, the Servicer, any Originator or the Performance Guarantor; or

(q) thereshall be a Changein Control; or

(r) a Purchase and Sale Termination Event shall have occurred under any Purchase and Sale Agreement; or

(s) any audit of the Pool Receivables pursuant to Schedule 4 (Covenants) Part 2 (Covenants of the Servicer and the Ashland Sub-Servicers) paragraph (f) of the Master FrameworkoraDueDiligenceAuditrevealselementswhicharereasonablylikelytoresultin a Material Adverse Effect; or

(t) any Person shall institute steps to terminate any Pension Plan if the assetsofsuchPensionPlanareinsufficienttosatisfyallofitsbenefitliabilities(asdetermined 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 the Seller or any ERISA Affiliate shall incur any material liability with respect to a Multiemployer Plan; or

(u) anymaterialprovisionofthisAgreement,thePerformanceGuaranteeor any other Transaction Document to which an Originator, the Servicer, the Performance Guarantor, or the Seller is a party shall cease to be in full force and effect or such Originator, the Servicer, the Performance Guarantor, or the Seller shall so state in writing;

(v) there is entered against the Performance Guarantor or any Material Subsidiary thereof (i) one or more final judgments or orders for the payment of money in an aggregateamount(astoallsuchjudgmentsandorders)exceeding$100,000,000(totheextent not covered by independent third-party insurance as to which the insurer is rated at least “A” byA.M.BestCompany,hasbeennotifiedofthepotentialclaimanddoesnotdisputecoverage), or (ii) any one or more non-monetary final judgments that have, or would reasonably be expectedtohave,individuallyorintheaggregate,aMaterialAdverseEffectand,ineithercase, (A)enforcementproceedingsarecommencedbyanycreditoruponsuchjudgmentororder,or (B) there is a period of ten (10) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(w) there is a breach of a Financial Covenant in the Ashland Credit Agreement or a Deemed Financial Covenant, as applicable; provided that, with respect to a breachofaFinancialCovenant,(i)solongasAshlandisingoodfaithpursuingawaiverunder the Ashland Credit Agreement, the breach of such Financial Covenant shall not constitute an Event of Termination until thirty (30) days after Ashland receives notice or otherwise obtains knowledge of such breach (the “Financial Covenant Grace 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 within the Financial Covenant Grace Period, the related Event of Termination hereunder shall also be deemed waived automatically but only so long as such waiverisgrantedatatimewheneachGroupAgent(oritsAffiliates)isthenalsoapartytothe Ashland Credit Agreement and have each 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).

then,andinanysuchevent,theAdministrativeAgentmay(or,atthedirectionoftheMajority Group Agents shall) by notice to the Seller (x) declare the Termination Date to have occurred

40

(in which case the Termination Date shall be deemed to have occurred), (y) declare the Seller Obligation Final Due Date to have occurred (in which case the Seller Obligation Final Due Date shall be deemed to have occurred) and (z) declare the Aggregate Capital and all other SellerObligationstobeimmediatelydueandpayable(inwhichcasetheAggregateCapitaland allotherSellerObligationsshallbeimmediatelydueandpayable);providedthat,automatically upontheoccurrenceofanyevent(withoutanyrequirementforthegivingofnotice)described in subsection (d)of this Section 7.01with respect to the Seller, the Termination Date shall occurandtheAggregateCapitalandallotherSellerObligationsshallbeimmediatelydueand payable.Upon any such declaration or designation or upon such automatic termination, the Administrative Agent and the other Secured Parties shall have, in addition to the rights and remedieswhichtheymayhaveunderthisAgreementandtheotherTransactionDocuments,all other rights and remedies provided after default under Applicable Law, 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 priority set forth in Section 3.01.

ARTICLEVIII

THEADMINISTRATIVEAGENT

Section8.01. Authorization and Action.Each Purchaser Party hereby appoints and authorizes the Administrative Agent to take such action as agent in its name and on its behalf (and, for the purposes of Italian law, as its mandatario con rappresentanza) 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, or otherwise exist, against the Administrative Agent.The Administrative Agent does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or any Affiliate thereof or any Purchaser Party except for any obligationsexpresslysetforthherein.NotwithstandinganyprovisionofthisAgreementorany 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. By granting each mandateunderthisArticleVIII,eachPurchaserPartyacknowledgestheconflictofinterestof the Administrative Agent and that the performance of the mandate may cause the AdministrativeAgenttoexecuteagreementswithitself.Forsuchpurpose,pursuanttoArticles 1394 and 1395 of the Italian Civil Code, each Purchaser Party expressly authorises the Administrative Agent to perform each mandate also in conflict of interest and execution agreementswithitself,andherebywaiveanyandallactionstoobtainadeclarationofvoidance, invalidation and/or nullity of the relevant mandate as well as any other actions related to it.

Section8.02.AdministrativeAgent’sReliance,Etc.NeithertheAdministrativeAgent 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,administering orcollectingPoolReceivablesintheeventitreplacestheServicerinsuchcapacitypursuantto Section6.01,intheabsenceofitsortheirowngrossnegligenceorwillfulmisconduct.Without limiting the generality of the foregoing, the Administrative Agent: (a) may consult with legal counsel (including counsel for any Purchaser Party or the Servicer), independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel,

41

accountants or experts; (b) makes no warranty or representation to any Purchaser Party (whetherwrittenororal)andshallnotberesponsibletoanyPurchaserPartyforanystatements, warranties or representations (whether written or oral) made by any other party in or in connectionwiththisAgreement;(c)shallnothaveanydutytoascertainortoinquireastothe 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 anyPurchaserParty;(d)shallnotberesponsibletoanyPurchaserPartyforthedueexecution, 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 shallbefullyprotectedinsorelying,uponanynotice(includingnoticebytelephone),consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Section8.03.AdministrativeAgent and Affiliates.Withrespect to anyInvestment or interests therein owned by any Purchaser Party that is also the Administrative Agent, such Purchaser Party shall have the same rights and powers under this Agreement as any other Purchaser Party and may exercise the same as though it were not the Administrative Agent. The Administrative Agent and any of its Affiliates may generally engage in any kind of business with the Seller or any Affiliate thereof and any Person who may do business with or ownsecuritiesoftheSelleroranyAffiliatethereof,allasiftheAdministrativeAgentwerenot the Administrative Agent hereunder and without any duty to account therefor to any other Secured Party.

Section8.04. Indemnification of Administrative Agent.Each Committed Purchaser agrees to indemnify the Administrative Agent (to the extent not reimbursed by the 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 any kind 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 any other 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 disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct and the Administrative Agent shall consult with each Group Agent where reasonablypracticabletodiscusscostsrelatedtosuchactionsundertakenbytheAdministrative Agent.

Section8.05.DelegationofDuties.TheAdministrativeAgentmayexecuteanyofits dutiesthroughagentsorattorneys-in-factandshallbeentitledtoadviceofcounselconcerning allmatterspertainingtosuchduties.TheAdministrativeAgentshallnotberesponsibleforthe negligenceormisconductofanyagentsorattorneys-in-factselectedbyitwithreasonablecare.

Section8.06.ActionorInactionbyAdministrativeAgent.TheAdministrativeAgent 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 cases be fully protected in acting, or in refraining from acting, under this Agreement or any other TransactionDocumentinaccordancewitharequestoratthedirectionoftheGroupAgentsor the Majority Group Agents, as the case may be, and such request or direction and any action

42

taken or failure to act pursuant thereto shall be binding upon all Purchaser Parties.The PurchaserPartiesandtheAdministrativeAgentagreethatunlessanyactiontobetakenbythe 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 any advice or concurrence of any Group Agent, then the Administrative Agent may take action based upon the advice or concurrence of the Majority Group Agents.

Section8.07.Notice of Events of Termination;Action by Administrative Agent.The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of anyUnmaturedEventofTerminationorEventofTerminationunlesstheAdministrativeAgent hasreceivednoticefromanyPurchaserPartyortheSellerstatingthatanUnmaturedEventof TerminationorEventofTerminationhasoccurredhereunderanddescribingsuchUnmaturedEvent of Termination or Event of Termination.If the Administrative Agent receives such a notice, it shall promptly (without undue delay) give notice thereof to each Group Agent, whereupon each Group Agent shall promptly give notice thereof to its respective Conduit Purchaser(s) and Related Committed Purchaser(s).The Administrative Agent may (but shall notbeobligatedto)(withoutunduedelay)takesuchaction,orrefrainfromtakingsuchaction, concerning an Unmatured Event of Termination or Event of Termination or any other matter hereunderastheAdministrativeAgentdeemsadvisableandinthebestinterestsoftheSecured Parties.

Section8.08. 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 any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of theSelleroranyAffiliatethereof,shallbedeemedtoconstituteanyrepresentationorwarranty by the Administrative Agent.Each Purchaser Party represents and warrants to the AdministrativeAgentthat,independentlyandwithoutrelianceupontheAdministrativeAgent 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, each Originator, each Performance Guarantor or the Servicer andthePoolReceivablesanditsowndecisiontoenterintothisAgreementandtotake,oromit, action under any Transaction Document.Except for items expressly required to be delivered under any Transaction Document by the Administrative Agent to any Purchaser Party, the AdministrativeAgentshallnothaveanydutyorresponsibilitytoprovideanyPurchaserParty withanyinformationconcerningtheSeller,anyOriginator,anyPerformanceGuarantororthe Servicer that comes into the possession of the Administrative Agent or any of its directors, officers, agents, employees, attorneys-in-fact or Affiliates.

Section8.09.SuccessorAdministrative Agent.

(a) TheAdministrativeAgentmay,uponatleastthirty(30)days’noticeto the 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 AgentisappointedbytheMajorityGroupAgentsasasuccessorAdministrativeAgentandhas acceptedsuchappointment.IfnosuccessorAdministrativeAgentshallhavebeensoappointed by the Majority Group Agents, within sixty (60) days after the departing Administrative Agent’sgivingofnoticeofresignation,thedepartingAdministrativeAgentmay,onbehalfof

43

the Secured Parties, appoint a successor Administrative Agent as successor Administrative AgentorpetitionacourtofcompetentjurisdictiontoappointasuccessorAdministrativeAgent.

(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 obligations under the Transaction Documents.After any resigning Administrative Agent’s resignation hereunder, the provisions of this Article VIIIand Schedule 5 (Indemnities)of the MasterFrameworkAgreementshallinuretoitsbenefitastoanyactionstakenoromittedtobe taken by it while it was the Administrative Agent.

Section8.10.Structuring Agent.Each of the parties hereto hereby acknowledges and agrees that the Structuring Agent shall not have any right, power, obligation, liability, responsibilityordutyunderthisAgreement,otherthantheStructuringAgent’srighttoreceive fees pursuant to Section 2.03.Each Purchaser Party acknowledges that it has not relied, and will not rely, on the Structuring Agent in deciding to enter into this Agreement and to take, or omit to take, any action under any Transaction Document.

Section8.11. Benchmark Replacement Notification.Section 4.05provides a mechanism for determining an alternative rate of interest in the event that the Relevant Rate for the applicable Agreed Currency is no longer available or in certain other circumstances. TheAdministrativeAgentdoesnotwarrantoracceptanyresponsibilityforandshallnothave any liability with respect to, the administration, submission or any other matter related to the Relevant Rate or with respect to any alternative or successor rate thereto, or replacement rate therefor.

Section8.12.UKSecurity Trustee Provisions.

(a) NotwithstandinganyotherprovisionofthisAgreement,eachPurchaser Party (other than the Administrative Agent) irrevocably appoints the Administrative Agent to act as its trustee under and in connection with (i) the security created pursuant to the UK Security Agreement and (ii) the Collection Account Declarations of Trust on the terms and conditionssetoutintheCollectionAccountDeclarationsofTrusttoholdtheassetssubjectto the security thereby created as trustee for the Purchaser Parties on the trusts and other terms contained in the Collection Account Declarations of Trust. Each of the Purchaser Parties authorizes the Administrative Agent to exercise the rights, remedies, power and discretions, specifically given to the Administrative Agent under or in respect of the UK Security Agreement and/or the Collection Account Declarations of Trust, together with any rights, remedies,poweranddiscretions,incidentalthereto.Inaddition,whenactinginthecapacityof trustee for the Purchaser Parties, the Administrative Agent shall have all the rights, remedies and benefits of and in favour of the Administrative Agent contained in this Article VIII.

(b) Any reference in this Agreement to any security interest stated to be granted by the Seller in favour of the Administrative Agent shall, where applicable, be construed so as to include (without limitation) a reference to any security interest granted by the Seller in favour of the Administrative Agent in its capacity as security trustee of the Purchaser Parties.

44

(c) NothinginthisArticleVIIIshallrequiretheAdministrativeAgenttoact as a trustee at common law or to hold any property on trust in any jurisdiction outside the United Kingdom that may not operate under principles of trust or where such trust would not be recognized or its effects would not be enforceable.

Section8.13.AdministrativeAgentHolding German Collateral.

(a) The Administrative Agent, with respect to the part of the collateral secured pursuant to collateral created under German law (“German Collateral”), shall hold, administer, and realize any such German Collateral that is pledged (verpfändet) or otherwise transferred to the Administrative Agent and is creating or evidencing an accessory security right (akzessorische Sicherheit) as agent.

(b) With respect to the German Collateral, each Secured Party hereby authorizesandgrantsapowerofattorney,andeachfutureSecuredPartybybecomingaparty to this Agreement in accordance with its terms authorizes, and grants a power of attorney (Vollmacht) to the Administrative Agent (whether or not by or through employees or agents) to realize such collateral in accordance with the German Collateral agreement, make, receive all declarations and statements and undertake all other necessary actions and measures which are necessary or desirable in connection with such German Collateral agreement, take such action on its behalf as may from time to time be authorized under or in accordance with the GermanCollateralagreementandexercisesuchrights,remedies,powersanddiscretionsasare reasonably incidental thereto.

(c) EachoftheSecuredPartiesagreesthat,ifthecourtsofGermanydonot recognizeorgiveeffecttothetrustexpressedtobecreatedbythisAgreement,therelationship of the Secured Parties to the Administrative Agent shall be construed as one of principal and agentbut,totheextentpermissibleunderthelawsofGermany,alltheotherprovisionsofthis Agreement shall have full force and effect between the parties hereto.

(d) For the purpose of performing its rights and obligations as Administrative Agent and to make use of any authorization granted under the German Collection Account Declaration of Trust and/or the German Collection Account Pledge Agreement,eachSecuredPartyherebyauthorizes,andeachfutureSecuredPartybybecoming apartytothisAgreementinaccordancewithitstermsauthorizes,theAdministrativeAgentto act as its agent (Stellvertreter), and, to the extent possible, releases the Administrative Agent from any restrictions on representing several persons and self-dealing under any applicable law, and in particular from the restrictions of Section 181 of the German Civil Code (Bürgerliches Gesetzbuch). The Administrative Agent has the power to grant sub-power of attorney, including the release from the restrictions of section 181 of the German Civil Code (Bürgerliches Gesetzbuch).

Section8.14.AdministrativeAgentholding Italian Collateral

(a) EachPurchaserParty(otherthantheAdministrativeAgent),inrelation to the Italian Collection Account Pledge Agreement which are expressed to be governed by Italian law, hereby:

45

(i) appoints,withtheexpressconsentpursuanttoarticles1394and 1395 of the Italian Civil Code, the Administrative Agent to be its mandatario con rappresentanza(pursuanttoarticle1723oftheItalianCivilCode)todoanythingupon the terms and conditions set out in this Agreement under or in connection with the Italian law governed Security Documents (including but not limited to the Italian CollectionAccountPledgeAgreement)includingtheappointmentofacustodianwhich shall hold assets on its behalf in custody under the Italian law governed Security Documents, and the Administrative Agent accepts such appointment;

(ii) confirms its approval of the Italian law governed Security Documents creating or expressed to create an Italian law governed security benefiting toitandanyItalianlawgovernedsecuritycreatedortobecreatedpursuanttheretoand irrevocably authorises (with power of delegation), empowers and directs the Administrative Agent (by itself or by such person(s) as it may nominate) to execute in itsnameandonitsbehalftheItalianlawgovernedSecurityDocuments,toperformthe duties and to exercise the rights, powers and discretions that are specifically delegated toitunderorinconnectionwiththeItalianlawgovernedSecurityDocuments,together withanyotherrights,powersanddiscretionswhichareincidentaltheretoandtogivea good discharge for any moneys payable under the Italian law governed Security Documents;

(iii) undertakes to grant, upon request of the Administrative Agent, with any further power of attorney, to be executed in the form of a public deed (atto pubblico)oracertifieddeed(scritturaprivataautenticata),fortheperformanceofthe rights, powers, authorities and discretions granted pursuant to the Transaction Documents;

(iv) confirmsthatintheeventthatanyItalianlawgovernedsecurity remains registered in the name of a Secured Party after it has ceased to be a Secured Party then the Administrative Agent shall remain empowered to execute a release of suchsecurityinitsnameandonitsbehalf,providedthatpriorwrittenconsenthasbeen grantedbyboththenewSecuredPartyandtheentityinrespectofwhichthesecurityis registered; and

(v) undertakes to ratify and approve any such action taken in the name and on behalf of the Secured Parties by the Administrative Agent acting in its appointed capacity.

(b) EachPurchaserParty(otherthantheAdministrativeAgent)appointsthe Administrative Agent to act, to the extent applicable under the mandatory provisions of law andregulations,asmandatarioconrappresentanza(pursuanttoarticle1723oftheItalianCivil Code) for the Security Documents which are expressed to be governed by Italian law or as its trusteeunderthetermsofthisAgreementunderorinconnectionwiththeSecurityDocuments (otherthanthosegovernedbyItalianlaw)andauthorisestheAdministrativeAgenttoexercise the rights, powers, authorities and discretions specifically given to the Administrative Agent under or in connection with the Transaction Documents together with any other incidental rights, powers, authorities and discretions, and the Administrative Agent accepts such appointment.

46

Section8.15.Abstract Acknowledgmentof Parallel Obligations.

(a) ForthepurposeofsecuringtheSecuredPartiesrightsandclaimsagainst theGermanOriginatorandtheSellerundertheTransactionDocuments,theGermanOriginator hereby undertakes by means of an abstract acknowledgement of debt (abstraktes Schuldversprechen) (the “Parallel Obligations”) to pay to the Administrative Agent promptly uponwrittendemandoftheAdministrativeAgentsuchamountthatcorrespondstoanyamount dueandowedbytheGermanOriginatororSellerundertheTransactionDocuments(principal, interest, fees, cost and other charges) from time to time to the Secured Parties (the “PrimaryObligations”).

(b) The Administrative Agent is entitled to demand performance from the GermanOriginatorandtheSellerundertheParallelObligationsinthesamemannerandunder thesameconditionsasitmaydemandperformancefromtheGermanOriginatororSellerunder the Transaction Documents.

(c) The Parties acknowledge that the Parallel Obligations under (a) above are several, separate and independent (selbstädinges Schuldanerkenntnis) from, and shall not in any way limit or affect the Primary Obligations. Further, the Parties hereto agree that the Parallel Obligations shall not lead to a duplication or multiplication of obligations of the GermanOriginatororSellerunderthePrimaryObligations.Accordingly,paymentonaccount ofaPrimaryObligationandthecorrespondingParallelObligationmaybeclaimedonlyonce, anydischargeofaParallelObligationtoeithertheAdministrativeAgentoranySecuredParty shall, to the same extent, discharge the corresponding Primary Obligation.

(d) TheobligationoftheGermanOriginatorortheSellertomakepayments to the applicable recipients in accordance with the terms and conditions of the Primary Obligations shall remain unaffected by the Administrative Agent's claims under the Parallel Obligations.

(e) The Parallel Obligations shall serve as security for all existing, future and contingent payment claims that a Secured Party may have against the German Originator or the Seller under or in connection with the Primary Obligations, including any claims in the event of the invalidity of any of the Transaction Documents and in connection with payments made under the Transaction Documents. Claims of the Secured Parties shall for clarification purposes include all claims of future Secured Parties after signing of this Agreement. In case of agreed amendments and restatements of the Transaction Documents, the Parties to this Agreement agree that the Parallel Obligations shall also serve as security for all claims the Secured Parties may have under the Transaction Documents as amended and restated.

(f) The Administrative Agent is exclusively and irrevocably entitled to exerciseallandanyrightsundertheParallelObligations.Incaseofretirementordischargeof the Administrative Agent, the rights of the Administrative Agent shall be exercised by a successor security trustee appointed pursuant to this Agreement.

(g) The parallel debt represents the own debt of each German Originator and neither constitutes any several and join liability (gesamtschuldnerische Haftung) of the German Originator nor is subject to any debt owed by a collective ownership (Gesamthand) formed by the German Originator.

47

ARTICLE IX

THEGROUPAGENTS

Section9.01.AuthorizationandAction.EachPurchaserPartythatbelongstoaGroup hereby appoints and authorizes the Group Agent for such Group to take such action as agent onitsbehalfandtoexercisesuchpowersunderthisAgreementasaredelegatedtosuchGroup Agentbythetermshereof,togetherwithsuchpowersasarereasonablyincidentalthereto.No Group Agent shall 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, 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 or any Affiliate thereof, any Purchaser except for any obligations expressly set forth herein.NotwithstandinganyprovisionofthisAgreementoranyotherTransactionDocument, in no event shall any Group Agent ever be required to take any action which exposes such Group Agent to personal liability or which is contrary to any provision of any Transaction Document or Applicable Law.

Section9.02.Group Agent’s Reliance, Etc.No Group Agent nor any of its directors, officers,agentsoremployeesshallbeliableforanyactiontakenoromittedtobetakenbyitor them as a Group Agent under or in connection with this Agreement or any other Transaction Documentsintheabsenceofitsortheirowngrossnegligenceorwillfulmisconduct.Without limiting the generality of the foregoing, a Group Agent: (a) may consult with legal counsel (including counsel for the Administrative Agent, the Seller or the Servicer), independent certifiedpublicaccountantsandotherexpertsselectedbyitandshallnotbeliableforanyaction takenor omittedto be taken in good faithby it in accordance with the adviceof such counsel, accountants or experts; (b) makes no warranty or representation to any Purchaser Party (whetherwrittenororal)andshallnotberesponsibletoanyPurchaserPartyforanystatements, warranties or representations (whether written or oral) made by any other party in 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 theSeller oranyAffiliatethereoforany otherPersonortoinspecttheproperty(includingthe 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 Transaction Documents or any other instrument or document furnished pursuant hereto; and (e)shall be entitled to rely, and shall be fully protected in so relying, upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Section9.03.GroupAgentandAffiliates.WithrespecttoanyInvestmentorinterests therein owned by any Purchaser Party that is also a Group Agent, such Purchaser Party shall havethesamerightsandpowersunderthisAgreementasanyotherPurchaserandmayexercise the same as though it were not a Group Agent.A Group Agent and any of its Affiliates may generallyengageinanykindofbusinesswiththeSelleroranyAffiliatethereofandanyPerson whomaydobusinesswithorownsecuritiesoftheSelleroranyAffiliatethereoforanyoftheir respectiveAffiliates,allasifsuchGroupAgentwerenotaGroupAgenthereunderandwithout any duty to account therefor to any other Secured Party.

48

Section9.04. Indemnification of Group Agents.Each Committed Purchaser in any Group agrees to indemnify the Group Agent for such Group (to the extent not reimbursed by the Seller or any Affiliate thereof), ratably according to the proportion of the Percentage of such Committed Purchaser to the aggregate Percentages of all Committed Purchasers in such Group,fromandagainstanyandallliabilities,obligations,losses,damages,penalties,actions, judgments,suits,costs,expensesordisbursementsofanykindornaturewhatsoeverwhichmay be imposed on, incurred by, or asserted against such Group Agent in any way relating to or arisingoutofthisAgreementoranyotherTransactionDocumentoranyactiontakenoromitted bysuchGroupAgentunderthisAgreementoranyotherTransactionDocument;providedthat no Committed Purchaser shall be liable for any portion of such liabilities, obligations, losses, damages,penalties,actions,judgments,suits,costs,expensesordisbursementsresultingfrom such Group Agent’s gross negligence or willful misconduct.

Section9.05.Delegation of Duties.Each Group Agent may execute any of its duties 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 any agents or attorneys-in-fact selected by it with reasonable care.

Section9.06.Notice of Events of Termination.No Group Agent shall be deemed to haveknowledgeornoticeoftheoccurrenceofanyUnmaturedEventofTerminationorEvent 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 Unmatured Event of Termination or Event of Termination has occurred hereunder and describing such Unmatured Event of Termination or Event of Termination.If a Group Agent receivessuchanotice,itshallpromptlygivenoticethereoftothePurchaserPartiesinitsGroup and to the Administrative Agent (but only if such notice received by such Group Agent was not sent by the Administrative Agent).A Group Agent may take such action concerning an Unmatured Event of Termination or Event of Termination as may be directed by Committed PurchasersinitsGrouprepresentingamajorityoftheCommitmentsinsuchGroup(subjectto the other provisions of this Article IX), but until such Group Agent receives such directions, such Group Agent may (but shall not be obligated to) take such action, or refrain from taking such action, as such Group Agent deems advisable and in the best interests of the Conduit Purchasers and Committed Purchasers in its Group.

Section9.07.Non-RelianceonGroupAgentandOtherParties.EachPurchaserParty expressly acknowledges that neither the Group Agent for its Group nor any of such Group Agent’sdirectors,officers,agentsoremployeeshasmadeanyrepresentationsorwarrantiesto it and that no act by such Group Agent hereafter taken, including any review of the affairs of theSelleroranyAffiliatethereof,shallbedeemedtoconstituteanyrepresentationorwarranty by such Group Agent.Each Purchaser Party represents and warrants to the Group Agent for its Group that, independently and without reliance upon such Group Agent, any other Group Agent, 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 otherconditionsandcreditworthinessoftheSelleroranyAffiliatethereofandtheReceivables 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 TransactionDocumentbyaGroupAgenttoanyPurchaserPartyinitsGroup,noGroupAgent shall have any duty or responsibility to provide any Purchaser Party in its Group with any information concerning the Seller or any Affiliate thereof that comes into the possession of such Group Agent or any of its directors, officers, agents, employees, attorneys-in-fact or Affiliates.

49

Section9.08.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 acceptanceofitsappointmentasGroupAgentforsuchGrouphereunderbyasuccessorGroup Agent,suchsuccessorGroupAgentshallsucceedtoandbecomevestedwithalltherightsand duties of the resigning Group Agent, and the resigning Group Agent shall be discharged from its duties and obligations under the Transaction Documents.After any resigning Group Agent’s resignation hereunder, the provisions of this Article IXand Schedule 5 (Indemnities)oftheMasterFrameworkAgreementshallinuretoitsbenefitastoanyactionstakenoromitted to be taken by it while it was a Group Agent.

Section9.09. 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 Agreementmayassumethat(i)suchGroupAgentisactingforthebenefitandonbehalfofeach of the Purchaser Parties in its Group, as well as for the benefit of each assignee or other transfereefromanysuchPersonand(ii)eachactiontakenbysuchGroupAgenthasbeenduly authorized and approved by all necessary action on the part of the Purchaser Parties in its Group.

ARTICLE X

SELLERGUARANTEE

Section10.01.GuaranteeofPayment.TheSellerherebyabsolutely,irrevocablyand unconditionallyguaranteestoeachPurchaser,theAdministrativeAgentandtheotherSecured Parties the prompt payment of the Sold Receivables by the related Obligors and all other payment obligations included in the Sold Assets (including, for the avoidance of doubt any accruedYieldandFees)(collectively,the“GuaranteedObligations”),ineachcase,infullwhen due,whetheratstatedmaturity,asamandatoryprepayment,byaccelerationorotherwise(such guarantee,the“SellerGuarantee”).TheSellerGuaranteeisaguaranteeofpaymentandnotof collection and is a continuing irrevocable guarantee and shall apply to all Guaranteed Obligations whenever arising and the Seller undertakes to each Purchaser, the Administrative AgentandtheotherSecuredPartiesthatwhenevertherelatedObligorsdonotpayanyamount of the Guaranteed Obligations when due, it shall immediately on demand pay that amount as ifitweretheprincipalobligor.TotheextenttheobligationsoftheSellerhereunderinrespect totheSellerGuaranteeshallbeadjudicatedtobeinvalid,illegalorunenforceable,itwill,asan independentandprimaryobligation,indemnifyeachPurchaser,theAdministrativeAgentand theotherSecuredPartiesimmediatelyondemandagainstanycosts,lossorliabilityitincursas a result of the related obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it on the date when it would have been due.The amount payable by the Seller under this indemnity will not exceed the amount it would have had to pay under this Agreement if the amount claimed had been recoverable on the basis of a guarantee.

Section10.02.UnconditionalGuarantee.TheobligationsoftheSellerundertheSeller Guarantee are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any Guaranteed Obligations, any Contract, any Transaction Document or any other agreement or instrument referred to therein, to the fullest extent permittedbyApplicableLaw,irrespectiveofanyothercircumstancewhatsoeverwhichmight otherwise constitute a legal or equitable discharge or defense of a surety or guarantor.The

50

Seller agrees that the Seller Guarantee may be enforced by the Administrative Agent or the Purchaserswithoutthenecessityatanytimeofresortingtoorexhaustinganyothersecurityor collateral and 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 Seller Obligations or otherwise, and the Seller hereby waives the right to require the Administrative Agent or the Purchasers to make demand on or proceed against any Obligor, any Originator, the Servicer or any Performance Guarantor or any other PersonortorequiretheAdministrativeAgentorthePurchaserstopursueanyotherremedyor enforce any other right.The Seller further agrees that no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Administrative Agent or the Purchasers in connection with monies received under or in respect of the Seller Guarantee. The Seller further agrees that nothing contained herein shall prevent the AdministrativeAgentorthePurchasersfromsuingonanyoftheotherTransactionDocuments orforeclosingitsortheir,asapplicable,securityinterestinorlienontheSoldAssetsoranyother collateral securing the Guaranteed Obligations or the Seller Obligations or from exercising any other rights available to it or them, as applicable, under any Transaction Document, or any other instrument of security and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Seller’s obligations under the Seller Guarantee; it being the purpose and intent of the Seller thatitsobligationsundertheSellerGuaranteeshallbeabsolute,independentandunconditional under any and all circumstances.Neither the Seller Guarantee nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of any Obligor, any Originator, the Servicer or any Performance Guarantor or by reason of the bankruptcy or insolvency of any Obligor, any Originator, the Servicer or any PerformanceGuarantor.TheSellerherebywaivesanyandallnoticeofthecreation,renewal, extension, accrual, or increase of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Purchaser on the Seller Guarantee or acceptance of the Seller Guarantee.All dealings between any Obligor, any Originator, the Servicer, any Performance Guarantor or the Seller, on the one hand, and the Administrative Agent and the Purchasers, on the other hand, shall be conclusively presumed to have been had or consummatedinrelianceupontheSellerGuarantee.TheSellerherebyrepresentsandwarrants that it is, and immediately after giving effect to the Seller Guarantee and the obligation evidenced hereby, will be, solvent.Subject to paragraph 17 (No proceedings and limited recourse) of Schedule 2 (Common Terms) Part 1 (General Legal Terms) of the Master FrameworkAgreement,theSellerGuaranteeandtheobligationsoftheSellerundertheSeller Guaranteeshallbevalidandenforceableandshallnotbesubjecttoanylimitation,impairment or discharge for any reason (other than payment in full of all Guaranteed Obligations), including the occurrence of any of the following, whether or not the Administrative Agent or anyPurchasershallhavehadnoticeorknowledgeofanyofthem:(A)anyfailuretoassertor enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Sold Assets or the Guaranteed Obligations or any agreementrelatingthereto,orwithrespecttoanyguaranteeoforothersecurityforthepayment oftheSoldAssetsortheGuaranteedObligations,(B)anywaiver,amendmentormodification of, or any consent to departure from, any of the terms or provisions (including provisions relating to any Event of Termination) of any Transaction Document or any agreement or instrumentexecutedpursuantthereto,orofanyguaranteeorothersecurityfortheSoldAssets or the Guaranteed Obligations, (C)to the fullest extent permitted by Applicable Law, any of the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be

51

illegal,invalidorunenforceableinanyrespect,(D)theapplicationofpaymentsreceivedfrom any source to the payment of Debt other than the Guaranteed Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranteed Obligations, (E)any failure to perfect or continue perfection of a security interest inanyoftheSoldAssetsorotherSellerCollateral,(F)anydefenses,set-offsorcounterclaims whichtheSeller,anyOriginator,theServicer,anyPerformanceGuarantororanyObligormay allegeorassertagainsttheAdministrativeAgentoranyPurchaserinrespectoftheSoldAssets ortheGuaranteedObligations,includingfailureofconsideration,breachofwarranty,payment, statuteoffrauds,statuteoflimitations,accordandsatisfactionandusury,and(G)anyotheract or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of the Seller as an obligor in respect of the Sold Assets or the GuaranteedObligations.TheSellerGuaranteeisacontinuingguaranteeandwillextendtothe ultimate balance of all the Guaranteed Obligations, regardless of any immediate payment or discharge in whole or in part.

Section10.03.Modifications.TheSelleragreesthat:(a)alloranypartofanysecurity 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 any Guaranteed Obligation may bechangedorextended,inwholeorinpart,toatimecertainorotherwise,andmayberenewed 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 provisionsofContractsoranyotheragreementsordocumentsgoverningorgivingrisetoany Guaranteed Obligation may be modified, amended or waived; and (f) any deposit balance for thecreditofanyObligor,anyOriginator,theServicer,anyPerformanceGuarantorortheSeller or any other party (including any co-guarantor) liable for the payment of any Guaranteed Obligation or liable upon any security therefor may be released, in whole or in part, at, before orafterthestated,extendedoracceleratedmaturityoftheGuaranteedObligations,allwithout 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.

Section10.04. Waiver of Rights.The Seller expressly waives to the fullest extent permitted by Applicable Law: (a)notice of acceptance of the Seller Guarantee by the 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 PurchasersortheAdministrativeAgentsubordinating,compromising,dischargingorreleasing suchsecurityinterestsorliens,ifany;(e)allothernotices,demands,presentments,protestsor anyagreementorinstrumentrelatedtotheSoldAssetsortheGuaranteedObligationstowhich theSellermightotherwisebeentitled;(f)anyrighttorequiretheAdministrativeAgentorany Purchaser as a condition of payment or performance by the Seller, to (A)proceed against any Obligor,anyOriginator,theServicer,anyPerformanceGuarantororanyotherPerson, (B)proceed against or exhaust any other security held from any Obligor, any Originator, the

52

Servicer, any Performance Guarantor or any other Person, (C)proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent, the Purchasers or any other Person, or (D)pursue any other remedy in the power of the Administrative Agent or the Purchasers whatsoever; (g)any defense arising byreasonoftheincapacity,lackofauthorityoranydisabilityorotherdefenseofanyObligor, any Originator, the Servicer, any Performance Guarantor or any other Person including any defensebasedonorarisingoutofthelackofvalidityortheunenforceabilityoftheSoldAssets ortheGuaranteedObligationsoranyagreementorinstrumentrelatingtheretoorbyreasonof the cessation of the liability of any Obligor, any Originator, the Servicer, any Performance Guarantor or any other 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 neither larger in amount nor in other respects more burdensome than that of the principal; (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 GuaranteedObligations;(j)(A) anyprinciplesorprovisionsoflaw,statutoryorotherwise,which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Sold Assets or the Guaranteed Obligations, (B)the benefit of any statute of limitationsaffectingtheSeller’sliabilityundertheSeller Guaranteeortheenforcementof the SellerGuarantee,(C)anyrightstoset-offs,recoupmentsandcounterclaims,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 benefitsthatmaybederivedfromoraffordedbyApplicableLawwhichlimittheliabilityofor exonerate guarantors or sureties, or which may conflict with the terms of this Agreement and the Seller Guarantee.

Section10.05.Reinstatement.NotwithstandinganythingcontainedinthisAgreement ortheotherTransactionDocuments,theobligationsoftheSellerunderthisArticleXshallbe automaticallyreinstatedifandtotheextentthatforanyreasonanypaymentbyoronbehalfof anyPersoninrespectoftheGuaranteedObligationsisrescindedormustbeotherwiserestored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy,insolvency,liquidation,administration,reorganizationorotherwise,andtheSeller 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.

Section10.06. 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 may be declared to be forthwith due and payable as provided in Article VII(and shallbedeemedtohavebecomeautomaticallydueandpayableinthecircumstancesprovided in Article VII) notwithstanding any stay, injunction or other prohibition preventing such declaration(orpreventingsuchGuaranteedObligationsfrombecomingautomaticallydueand 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.

53

Section10.07. Subrogation.The Seller hereby waives all rights of subrogation (whether contractual or otherwise) to the claims of the Administrative Agent, the Purchasers and the other Secured Parties against any Obligor, any Originator, the Servicer, any PerformanceGuarantororanyotherPersoninrespectoftheGuaranteedObligationsuntilsuch time as all Guaranteed Obligations have been indefeasibly paid in full in cash and the Final PayoutDatehasoccurred.TheSellerfurtheragreesthat,totheextentsuchwaiverofitsrights of subrogation is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation shall be junior and subordinate to any rights the Administrative Agent or any Purchaser may have against any Obligor, any Originator, the Servicer, any Performance Guarantor or any other Person in respect of the Guaranteed Obligations.

Section10.08. Inducement.The Purchasers have been induced to make the Investments under this Agreement in part based upon the Seller Guarantee that the Seller desiresthattheSellerGuaranteebehonoredandenforcedasseparateobligationsoftheSeller, should Administrative Agent and the Purchasers desire to do so.

Section10.09. Further Assurances.Promptly upon request, the Seller shall deliver such instruments, assignments or other documents or agreements, and shall take such actions, as the Administrative Agent or any Purchaser deems appropriate to evidence or perfect its interest on any of the Seller Collateral, or otherwise to give effect to the intent of this ArticleX.

ARTICLE XI

MISCELLANEOUS

Section11.01.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 departure by any of the Seller or any Affiliate thereof shall be effective unless in a writing signed by the Administrative Agent and the Majority Group Agents (and, in the caseofanyamendment,alsosignedbytheSeller),andthensuchamendment,waiverorconsent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (A) no amendment, waiver or consent shall, unless in writing and signedbytheServicer,affecttherightsordutiesoftheServicerunderthisAgreement;(B)no amendment,waiverorconsentshall,unlessinwritingandsignedbytheAdministrativeAgent and each Group Agent:

(i) change (directly or indirectly) the definitions of, Capital CoverageDeficit,DeemedDefaultedReceivable,2026DeemedDefaultedReceivable, DelinquentReceivable,EligibleReceivable,FacilityLimit,SellerObligationFinalDue Date, Net Receivables Pool Balance, Sanctions, Sanctioned Jurisdiction, Sanctioned Person or Total Reserves contained in the Master Framework Agreement, or increase the then existing Concentration Percentage or Special Concentration Limit for any Obligor or change the calculation of the Capital Coverage Amount;

54

(ii) reduce the amount of Capital or Yield that is payable hereunder or delay any scheduled date for payment thereof;

(iii) changeany Eventof Terminationor Servicer Default;

(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 Guarantee or terminate the Performance Guarantee;

(vi) change any of the provisions of this Section 11.01or the definition of “Majority Group Agents”; or

(vii) change the order of priority in which Collections are applied pursuant to Section 3.01.

Notwithstanding the foregoing, (A) no amendment, waiver or consent shall increase any Committed Purchaser’s Commitment hereunder without the consent of such Committed Purchaserand(B)noamendment,waiverorconsentshallreduceanyFeespayablebytheSeller to any member of any Group or delay the dates on which any such Fees are payable, in either case, without the consent of the Group Agent for such Group.

Notwithstandinganyprovisionhereintothecontrary,thisAgreementmaybeamended with the written consent of the Administrative Agent, Ashland, the Seller and the Purchasers affected thereby to amend the definition of “Alternative Currency” or “Relevant Rate” or Section 1.05 solely to add additional currency options and the applicable interest rate with respect thereto, in each case solely to the extent permitted pursuant to Section 1.05.

Section11.02. Notices, Etc.All notices and other communications hereunder shall, unless otherwise stated herein, be in writing (which shall include facsimile communication) delivered, to each party hereto, at its address set forth under its name on Schedule 6 (Notice Details) of the Master Framework Agreement or at such other address as shall be designated by such party in a written notice to the other parties hereto.Notices and communications by facsimileshallbeeffectivewhensent(andshallbefollowedbyhardcopysentbyregularmail), and notices and communications sent by other means shall be effective when received.

Section11.03.Assignability;Addition of Purchasers.

(a) Assignment by Conduit Purchasers.This Agreement and the rights of eachConduitPurchaserhereunder(includingitsrighttoreceivepaymentsofCapitalandYield) shall be assignable by such Conduit Purchaser and 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 otherPurchaserwith prior noticetotheSellerbutwithoutconsentfromtheSelleror(iii)with the prior written consent of the Seller (such consent not to be unreasonably withheld, conditionedordelayed;provided,however,thatsuchconsentshallnotberequiredifanEvent of Termination or Unmatured Event of Termination has occurred and is continuing), to any other Eligible Assignee.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,

55

furnished to such assignor by or on behalf of the Seller and its Affiliates or by the Administrative Agent; providedthat, prior to any such disclosure, the assignee or Participant agreestopreservetheconfidentialityofanyconfidentialinformationrelatingtotheSellerand its Affiliates received by it from any of the foregoing entities in a manner consistent with Section 11.06(b).

(b) AssignmentbyCommittedPurchasers.EachCommittedPurchasermay assign to any Eligible Assignee or to any other Committed Purchaser all or a portion 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) exceptforanassignmentbyaCommittedPurchasertoeitheran Affiliate of such Committed Purchaser or any other Committed Purchaser, each such 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 shallnotberequiredifanEventofTerminationoranUnmaturedEventofTermination 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 respect to such assignment) shall in no event be less than the lesser of (x) the Euro Equivalent of €5,000,000 and (y) all of the assigning Committed Purchaser’s Commitment; and

(iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreement.

Upon such execution, delivery, acceptance and recording from and after the effective date 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 AgreementhavebeenassignedtoitpursuanttosuchAssignmentandAcceptanceAgreement, have the rights 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 this Agreement (and, in the case of an Assignment and Acceptance Agreement 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 party hereto).

(c) Procedure.Upon its receipt of an Assignment and Acceptance Agreement executed and delivered by an assigning Committed Purchaser and an Eligible Assignee or assignee Committed Purchaser, the Administrative Agent shall, if such AssignmentandAcceptanceAgreementhasbeendulycompleted,(i)acceptsuchAssignment and Acceptance Agreement and (ii) give prompt notice thereof to the Seller and the Servicer.

(d) 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

56

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

(ii) suchCommittedPurchasershallremainsolelyresponsibletothe other parties to this Agreement for the performance of such obligations.

The Administrative Agent, the Group Agents, the Conduit Purchasers, the other CommittedPurchasers,theSellerandtheServicershallhavetherighttocontinuetodealsolely and directly with such Committed Purchaser in connection with such Committed Purchaser’s rights and obligations under this Agreement.The Seller agrees that each Participant shall be entitled to the benefits of Section 4.01and Section 4.03(subject to the requirements and limitations therein, including the requirements under Section 4.03(f)(it being understood that the documentation required under Section 4.03(f)shall be delivered to the participating Purchaser)) to the same extent as if it were a Purchaser and had acquired its interest by assignmentpursuanttoclause(b)ofthisSection;providedthatsuchParticipantshallnotbeentitledtoreceiveanygreaterpaymentunderSection4.01orSection4.03,withrespecttoany participation,thanitsparticipatingPurchaserwouldhavebeenentitledtoreceive,excepttothe extentsuchentitlementtoreceiveagreaterpaymentresultsfromaChangeinLawthatoccurs after the Participant acquired the applicable participation.

(e) AssignmentsbyAgents.ThisAgreementandtherightsandobligations of the Administrative Agent and each Group Agent herein shall be assignable by the AdministrativeAgentorsuchGroupAgent,asthecasemaybe,anditssuccessorsandassigns; providedthat in the case of an assignment to a Person that is not an Affiliate of the AdministrativeAgentorsuchGroupAgent,solongasnoEventofTerminationorUnmatured EventofTerminationhasoccurredandiscontinuing,suchassignmentshallrequiretheSeller’s consent (not to be unreasonably withheld, conditioned or delayed).

(f) AssignmentsbytheSellerortheServicer.NeithertheSellernor,except asprovidedinSection6.01,theServicermayassignanyofitsrespectiverightsorobligations hereunderoranyinteresthereinwithoutthepriorwrittenconsentoftheAdministrativeAgent and each Group Agent (such consent to be provided or withheld in the sole discretion of such Person).

(g) Addition of Purchasers or Groups.The Seller may, with the written consentoftheAdministrativeAgentandtheMajorityGroupAgents,addadditionalPersonsas Purchasers (by creating a new Group) or cause an existing Purchaser to increase its Commitment;provided,however,thattheCommitmentofanyexistingPurchasermayonlybe increased with the prior written consent of such Purchaser.Each new Purchaser (or Group) shall become a party hereto, by executing and delivering to the Administrative Agent and the Seller,anassumptionagreement(each,an“AssumptionAgreement”)intheformofExhibitDhereto(whichAssumptionAgreementshall,inthecaseofanynewPurchaser,beexecutedby each Person in such new Purchaser’s Group).

(h) Pledge to a Federal Reserve Bank. Notwithstanding anything to the contrary set forth herein, any Purchaser, Program Support Provider or any of their respective Affiliatesmayatanytimepledgeorgrantasecurityinterestinalloranyportionofitsinterest

57

in,toandunderthisAgreement(including,withoutlimitation,rightstopaymentofCapitaland Yield)andanyotherTransactionDocumenttosecureitsobligationstoaFederalReserveBank, without notice to or the consent of the Seller, the Servicer, any Affiliate thereof or any Purchaser Party; provided, however, that no such pledge shall relieve such assignor of its obligations under this Agreement.

(i) PledgetoaSecurityTrustee.Notwithstandinganythingtothecontrary set forth herein, any Conduit Purchaser may at any time pledge or grant a security interest in alloranyportionofitsinterestin,toandunderthisAgreement(including,withoutlimitation, rights to 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’s asset-backed commercial paper note program, without notice to or the consent of the Seller, the Servicer, any Affiliate thereof or any Purchaser Party; provided, however, that no such pledge shall relieve such assignor of its obligations under this Agreement.

Section11.04.CostsandExpenses.Inadditiontotherightsofindemnificationgranted under part 1 (Indemnification by the Seller) of Schedule 5 (Indemnities)to the Master FrameworkAgreementhereof,theSelleragreestopayondemandallreasonableout-of-pocketcosts and expenses in connection with the preparation, negotiation, execution, delivery and administration of this Agreement, any Program Support Agreement (or any supplement or amendmentthereof)relatedtothisAgreementandtheotherTransactionDocuments(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 AdministrativeAgentandtheotherPurchaserPartiesandanyoftheirrespectiveAffiliateswith respect thereto and with respect to advising the Administrative Agent and the other Purchaser PartiesandtheirrespectiveAffiliatesastotheirrightsandremediesunderthisAgreementand the other Transaction Documents and (ii) reasonable accountants’, auditors’ and consultants’ feesandexpensesfortheAdministrativeAgentandtheotherPurchaserPartiesandanyoftheir respective Affiliates and the fees and charges of any nationally recognized statistical rating agency incurred in connection with the administration and maintenance of this Agreement or advisingtheAdministrativeAgentoranyotherPurchaserPartyastotheirrightsandremedies under this Agreement or as to any actual or reasonably claimed breach of this Agreement or anyotherTransactionDocument.Inaddition,theSelleragreestopayondemandallreasonable out-of-pocketcostsandexpenses(includingAttorneyCosts),oftheAdministrativeAgentand the other Purchaser Parties and their respective Affiliates, incurred in connection with the enforcement of any of their respective rights or remedies under the provisions of this Agreement and the other Transaction Documents.

Section11.05.No Proceedings;Limitation onPayments;Limited Recourse.

(a) Each of the Seller, the Administrative Agent, the Servicer, each Group Agent,eachPurchaserandeachassigneeofCapitaloranyYieldthereoforofanyotherSeller Obligations agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceeding so long as any Commercial Paper or other senior indebtedness issued by such Conduit Purchaser shall be outstanding or there shallnothaveelapsedoneyearplusonedaysincethelastdayonwhichanysuchCommercial Paper or other senior indebtedness shall have been outstanding.

58

(b) 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, ifany, payableby it pursuantto this Agreement orany other Transaction Documentunless (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 Commercial Paper when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Commercial Paper to refinance all of its outstanding Commercial Paper (assuming such outstanding Commercial Paper matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Commercial Paper are paid in full.Any amount which any Conduit Purchaserdoesnotpaypursuanttotheoperationoftheprecedingsentenceshallnotconstitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfiestheprovisionsofclauses(i)and(ii)above.TheprovisionsofthisSection11.05shall survive any termination of this Agreement.

Section 11.06.Confidentiality.

(a) Each of the Seller and the Servicer covenants and agrees to hold in confidence,andnotdisclosetoanyPerson,thetermsofthisAgreementortheFeeLetter (including any fees payable in connection with this Agreement, the Fee Letter or any other Transaction Document or the identity of the Administrative Agent or any other Purchaser Party), except as the Administrative Agent and each Group Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Seller, theServicerortheirAdvisorsandRepresentativesor(iii)totheextentitshouldbe(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, in the case of clause (iii)above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrative Agent and the affected Purchaser Party of its intention to make any such disclosure (to the extent practicable) prior to making such disclosure.Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existenceandprincipalamountoftheCommitmentsunderthisAgreementandthetransactions contemplated hereby; providedthat the Administrative Agent shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; and provided, further, that no such press release shall name or otherwise identify the Administrative Agent, any other Purchaser Party or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).Notwithstanding the foregoing, the Seller consents to the publication by the Administrative Agent or any other Purchaser Party of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement.

59

(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, any confidential and proprietary information concerning the Seller, the Servicer and their 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 astheSellerortheServicermayhaveconsentedtoinwritingpriortoanyproposeddisclosure; provided,however,thatitmaydisclosesuchinformation(i)toitsAdvisorsandRepresentatives andtoanyrelatedProgramSupportProvider,(ii)toitsassigneesandParticipantsandpotential 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 a result of a disclosure by or through it or its Representatives or Advisors or any related Program Support Provider, (iv) to any nationally recognized statistical rating organization in connection with obtaining or maintaining the rating of any Conduit Purchaser’s Commercial Paperorascontemplatedby17CFR240.17g-5(a)(3),(v)attherequestofabankexamineror other regulatory authority or in 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, in the case of clause (vi)above, the Administrative Agent, each Group Agent and each Purchaser will use reasonable efforts to maintain confidentiality and will (unlessotherwise prohibited by ApplicableLaw) notify the SellerandtheServicerofitsmakinganysuchdisclosureaspromptlyasreasonablypracticablethereafter. Each of the Administrative Agent, each Group Agent and each Purchaser, severally and with respect to itself only, agrees to be responsible for any breach of this Section by its Representatives,AdvisorsandProgramSupportProvidersandagreesthatitsRepresentatives, 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.

(c) As used in this Section, (i) “Advisors” means, with respect to any Person, 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, representatives and agents; provided that such Persons shall not be deemed to Representatives of 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 applicablesecuritieslaws,eachpartyhereto(andeachofitsemployees,representativesorother agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure (as defined in Section 1.6011-4 of the Treasury Regulations) of the transactions contemplated by the Transaction Documents and all materials of any kind (includingopinionsorothertaxanalyses)thatareprovidedtosuchPersonrelatingtosuchtax treatment and tax structure.

Section11.07. Execution in Counterparts.This Agreement may be executed in any numberofcounterparts,eachofwhichwhensoexecutedshallbedeemedtobeanoriginaland allofwhichwhentakentogethershallconstituteoneandthesameagreement.Deliveryofan executed counterpart hereof by facsimile or other electronic means shall be equally effective as delivery of an originally executed counterpart.

60

Section11.08.Integration; Binding Effect; Survival of Termination.This Agreement and the other Transaction Documents contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the 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 PayoutDate;provided,however,thattheprovisionsofSection4.01,Section4.02,Section4.03, Section8.04,Section8.06,Section9.04,Section10.08,Section10.09,Section11.05,Section11.06, Section 11.08, and Section 11.10shall survive any termination of this Agreement.

Section11.09. Ratable Payments.If any Purchaser Party, whether by setoff or otherwise,haspaymentmadetoitwithrespecttoanySellerObligationsinagreaterproportion thanthatreceivedbyanyotherPurchaserPartyentitledtoreceivearatableshareofsuchSeller Obligations,suchPurchaserPartyagrees,promptlyupondemand,topurchaseforcashwithout recourse or warranty a portion of such Seller Obligations held by the other Purchaser Parties so 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 fromsuchPurchaserParty,suchpurchaseshallberescindedandthepurchasepricerestoredto the extent of such recovery, but without interest.

Section11.10.Limitation of Liability.

(a) NoclaimmaybemadebytheSelleroranyAffiliatethereoforanyother PersonagainstanyPurchaserPartyortheirrespectiveAffiliates,members,directors,officers, employees, incorporators, attorneys or agents for any special, indirect, consequential or punitivedamagesinrespectofanyclaimforbreachofcontractoranyothertheoryofliability arising out of or related to the transactions contemplated by this Agreement or any other Transaction Document, or any act, omission or event occurring in connection herewith or therewith; and each 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 orsuspectedtoexistinitsfavour.NoneofthePurchaserPartiesandtheirrespectiveAffiliates shallhaveanyliabilitytotheSelleroranyAffiliatethereoforanyotherPersonassertingclaims onbehalfoforinrightoftheSelleroranyAffiliatethereofinconnectionwithorasaresultof thisAgreementoranyotherTransactionDocumentorthetransactionscontemplatedherebyor 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 willfulmisconductofsuchPurchaserPartyinperformingitsdutiesandobligationshereunder and under the other Transaction Documents to which it is a party.

(b) The obligations of the Administrative Agent and each of the other PurchaserPartiesunderthis AgreementandeachoftheTransaction Documentsaresolelythe corporate obligations of such Person.No recourse shall be had for any obligation or claim arising out of or based upon this Agreement or any other Transaction Document against any member, director, officer, employee or incorporator of any such Person.

Section11.11.IntentoftheParties.TheSellerhasstructuredthisAgreementwiththe intentionthattheobligationsoftheSellerhereunder(includingtheobligationtoreturnCapital to the Purchasers and make payments of Yield thereon) will be treated under United States federal and applicable state tax law as debt (the “Intended Tax Treatment”). The Seller, the

61

Servicer, the Administrative Agent and the other Purchaser Parties agree to file no tax return, ortakeanyaction,inconsistentwiththeIntendedTaxTreatmentunlessrequiredbylaw.Each assignee and each Participant acquiring an interest in an Investment or Issuance, by its acceptance of such assignment or participation, agrees to comply with the immediately preceding sentence.

Section11.12. 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 requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26,2001)(the“PATRIOTAct”),theAdministrativeAgentandtheotherPurchaserPartiesmay be required to obtain, verify and record information that identifies the Seller, the Originators, the Servicer and the Performance Guarantor, which information includes the name, address, tax identification number and other information regarding the Seller, the Originators, the ServicerandthePerformanceGuarantorthatwillallowtheAdministrativeAgentandtheother Purchaser Parties to identify the Seller, the Originators, the Servicer and the Performance Guarantor in accordance 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 documentationandotherinformationrequiredbybankregulatoryauthoritiesunder“knowyour customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act.

Section11.13.Right of Setoff.Each of the Administrative Agent, each Group Agent and each Purchaser is hereby authorized (in addition to any other rights it may have) at any timeaftertheoccurrenceoftheTerminationDateduetotheoccurrenceandcontinuationofan EventofTermination,uponpriorwrittennoticetotheSeller,toset-off,appropriateandapply (withoutpresentment,demand,protestorothernoticewhichareherebyexpresslywaived)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).

Section11.14.Severability.Any provisions of this Agreement which are prohibited orunenforceableinanyjurisdictionshall,astosuchjurisdiction,beineffectivetotheextentof suchprohibitionorunenforceabilitywithoutinvalidatingtheremainingprovisionshereof,and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section11.15. Mutual Negotiations.This Agreement and the other Transaction Documentsaretheproductofmutualnegotiationsbythepartiestheretoandtheircounsel,and no party shall be deemed the draftsperson of this Agreement or any other 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, such inconsistency or ambiguity shall not be interpreted against any party because of such party’s involvement in the drafting thereof.

Section11.16. Captions and Cross References.The various captions (including the tableofcontents)inthisAgreementareprovidedsolelyforconvenienceofreferenceandshall notaffectthemeaningorinterpretationofanyprovisionofthisAgreement.Unlessotherwise indicated,referencesinthisAgreementtoanySection,ScheduleorExhibitaretosuchSection Schedule or Exhibit to this Agreement, as the case may be, and references in any Section,

62

subsection, or clause to any subsection, clause or subclause are to such subsection, clause or subclause of such Section, subsection or clause.

Section11.17.Bail-in Action.Notwithstanding anything to the contrary in any Transaction Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Purchaser that is an Affected Financial Institution arising under any Transaction Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by the applicableResolutionAuthoritytoanysuchliabilitiesarisinghereunderwhichmaybepayable to it by any Purchaser that is an Affected Financial Institution; and

(b) theeffectsofanyBail-inActiononanysuchliability,including,ifapplicable:

(i) areductioninfullorinpartorcancellationofanysuchliability;

(ii) aconversionofall,oraportionof,suchliabilityintosharesorotherinstrumentsofownershipinsuchAffectedFinancialInstitution,itsparentundertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Transaction Document; or

(iii) thevariationofthetermsofsuchliabilityinconnectionwiththe exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

Section11.18.Judgment CurrencyIf, for the purposes of obtaining judgment in any court,itisnecessarytoconvertasumduehereunderoranyotherTransactionDocumentinone currencyintoanothercurrency,therateofexchangeusedshallbethatatwhichinaccordance with normal banking procedures the Administrative Agent could purchase the first currency withsuchothercurrencyontheBusinessDayprecedingthatonwhichfinaljudgmentisgiven. TheobligationofeachSellerPartyinrespectofanysuchsumduefromittotheAdministrative Agent or any Purchaser hereunder or under the other Transaction Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in whichsuchsumisdenominatedinaccordancewiththeapplicableprovisionsofthisAgreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Purchaser, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Purchaser, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Purchaser from any Seller Party in the Agreement Currency, such Seller Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative AgentorsuchPurchaser,asthecasemaybe,againstsuchloss.IftheamountoftheAgreement Currency so purchased is greater than the sum originally due to the Administrative Agent or any Purchaser in such currency, the Administrative Agent or such Purchaser, as the case may

63

be, agrees to returnthe amountof any excess to such Seller Party (or toany other Person who may be entitled thereto under Applicable law).

Section11.19.Third Party Rights.Other than a Secured Party, a person who is not a partytothisAgreementhasnorightundertheContracts(RightsofThirdParties)Act1999to enforce or to enjoy the benefit of any term of this Agreement.

Section11.20.Governing lawand jurisdiction.

(a) This Agreement, together with any non-contractual obligations arising outoforinconnectionwithit,shallbegovernedandconstruedinaccordancewiththelawsof EnglandandWales,savethatSection8.13(AdministrativeAgentholdingGermanCollateral) and Section 8.15 (Abstract Acknowledgement of Parallel Obligations) shall be governed and construed in accordance with German law.

(b) (i)ThecourtsofEnglandandWaleshaveexclusivejurisdictiontosettle anydisputearisingoutoforinconnectionwiththisAgreement(includinganynon-contractual obligations arising out of or in connection with the Agreement (a “Dispute”), (ii) the Parties agree that the courts of England and Wales are the most appropriate and convenient courts to settleDisputesandaccordinglynopartytothisAgreementwillarguetothecontrary,and(iii) notwithstanding the foregoing, the Purchasers shall not be prevented from taking proceedings inrelationtoaDisputeinanyothercourtswithjurisdiction.Totheextentallowedbythelaw, the Purchasers may take concurrent proceedings in any number of jurisdictions.

Section11.21.EU Securitisation Regulation and UK Securitisation Framework. Each of Ashland and the German Originator represents, warrants, covenants and agrees that, at all times prior to the Final Payout Date, that:

(a) the German Originator, as originator for purposes of the EU Securitisation Regulation and the UK Securitisation Framework, shall retain and hold, on an ongoing basis, a material net economic interest in the Pool Receivables in an amount not less than 5% of the nominal value of the Pool Receivables in the form of a first loss tranche determined in accordance with sub-paragraph (d) of Article 6(3) of the EU Securitisation Regulation and SECN 5.2.8R(1) and Article 6(3) of Chapter 2 of the PRASR, which material economicinterestshallbebasedupontheGermanOriginator’srighttoreceivepaymentsunder the Subordinated Loan Agreement pursuant to Section 3.01(a)(the “Retained Interest”);

(b) theGermanOriginatorwillnot,andwillnotpermitanyofitsAffiliates to, (i) change the manner or form in which it retains the Retained Interest or (ii) subject such Retained Interest to credit risk mitigation or any other hedge, or sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the Retained Interest, in a manner which would be contrary to the EU Securitisation Rules and the UK Securitisation Framework;

(c) the German Originator has not been established nor does it operate for the sole purpose of securitizing the Receivables;

(d) neither the German Originator nor any other Originator shall select ReceivablestobetransferredtotheSellerwiththeaimofrenderinglossesontheReceivables transferred to the Seller, measured over the life of the transaction, higher than the losses over the same period on comparable assets held on the balance sheet of the German Originator;

64

(e) the German Originator and the other Originators shall apply to Receivables to be securitized the same sound and well-defined criteria for credit-granting which they apply to non-securitised exposures. To that end, the same clearly established processesforapprovingand,whererelevant,amending,renewingandrefinancingcreditsshall be applied. The German Originator and the other Originators shall have effective systems in place to apply those criteria and processes in order to ensure that credit-granting is based on a thorough assessment of the obligor’s creditworthiness taking appropriate account of factors relevanttoverifyingtheprospectoftheobligormeetingitsobligationsundertherelevantcredit agreement;

(f) theSellershallcooperateonareasonableeffortbasiswithINGBelgium SA/NV to provide any information required under the Article 7 of the EU Securitisation Regulation;

(g) Seller hereby agrees to be designated as the entity required to fulfil the TransparencyRequirementsandagreesandundertakestomakeavailabletothePurchasers,the Subordinated Lender, the competent authorities (as such term is defined in the EU SecuritisationRegulation)and,uponrequest,potentialPurchasers(the“RelevantRecipients”) the documents, reports and information necessary for (i) the Seller to fulfil any applicable reporting obligations under and in accordance with the Transparency Requirements; and (ii) the Relevant Recipients to fulfil any due diligence requirements under the EU Securitisation Regulation.

(h) Each of the parties hereto acknowledges that none of the Purchasers or the Administrative Agent shall be responsible for and shall have no obligation to assist any otherpartyheretoinconnectionwithcompliancewithanyrequirementoftheEUSecuritisation Regulation.

(i) theSellershallnotifytheCentralBankofIrelandofthetransaction described in the Transaction Documents no later than fifteen days after the Closing Date; and

(j) the German Originator is the “originator” for purposes of Article 6 of the EU Securitisation Regulation and Article 6 of Chapter 2 of the PRASR.

Section11.22.Execution as a deed.This Agreement is intended to take effect as the deedofeachparty.Agentforservice.Withoutprejudicetoanymodeofserviceallowedunder anyApplicableLaw,eachofAshland,theSeller,theServicer,theGermanOriginatorandthe Parent:

(i) irrevocablyappointsAshlandSpecialtiesUKLimitedof30Old Bailey,LondonEC4M7AUor,ifdifferent,itsregisteredaddressasitsagentofservice of process in relation to any proceedings before the English courts in connection with thisAgreementand/oranyotherTransactionDocumentgovernedbyEnglishlaw;and

(ii) agrees that a failure by the process agent to notify it of the process will not invalidate the proceedings concerned.

(b)If the appointment by any of Ashland, the Seller, the Servicer and the Parent in Section 11.23(a)(i)ceases to be effective, it shall promptly appoint another agent in England as its agent for service of process in relation to any proceedings before the English courts in connection with this Agreement and/or any Transaction Document governed by

65

English law. If it fails to do so (and that failure continues for a period of not less than 15 BusinessDays),theAdministrativeAgentshallbepermittedtoappointsuchapersonbynotice to Ashland, the Seller, the Servicer and/or the Parent.

Section11.24.Bail-In Recognition

Each of the parties hereto acknowledges and agrees that schedule 7 (Bail-in RecognitionProvisions)oftheMasterFrameworkAgreementshallbindeachofthemasifset out in full herein mutatis mutandis.

[SignaturePagesFollow]

66

INWITNESSWHEREOF,thepartieshavecausedthisAgreementtobeexecutedasa deed by their respective officers thereunto duly authorized, as of the date first above written.

SIGNEDANDDELIVEREDasaDEED

forand on behalf of

ASHLAND INTERNATIONAL RECEIVABLES

DESIGNATEDACTIVITYCOMPANYastheSeller

byitslawfullyappointedattorney

in the presence of:

SIGNEDANDDELIVEREDasaDEED

forand on behalf of

ASHLANDSPECIALTIESIRELANDLIMITEDastheServicerandtheParent

by its lawfully appointed attorney

inthepresence of:

ASHLANDINDUSTRIESDEUTSCHLANDGMBH

asGerman Originator

ASHLANDINC.,

asPerformanceGuarantorand Ashland

BANKOFAMERICA,N.A.,

asAdministrativeAgent andStructuring Agent

BANKOFAMERICA,N.A.,

asGroup Agent forBank of America Group

BANKOFAMERICAEUROPEDAC

asCommittedPurchaser

MONTBLANCCAPITALCORP

asaCommitted Purchaser

INGBELGIUM SA/NV,

asGroup Agentfor theINGGroup

EXECUTIONofDeedofAmendmentandRestatement:

SIGNEDANDDELIVEREDasaDEED

forandonbehalfofASHLANDINTERNATIONAL

RECEIVABLES DESIGNATED ACTIVITY

COMPANYastheSellerbyitslawfullyappointed

attorney in the presence of:

[Signature Page to Deed of Amendment and Restatement]

[Signature Page to Deed of Amendment and Restatement]

[Signature Page to Deed of Amendment and Restatement]

[Signature Page to Deed of Amendment and Restatement]

[Signature Page to Deed of Amendment and Restatement]

[Signature Page to Deed of Amendment and Restatement]

[Signature Page to Deed of Amendment and Restatement]

[Signature Page lo Deed of A111end111e11/ and Res/a/e111enl]

[Signature Page to Deed of Amendment and Restatement]

[Signature Page to Deed of Amendment and Restatement]

[Signature Page to Deed of Amendment and Restatement]

[Signature Page to Deed of Amendment and Restatement]

[Signature Page to Deed of Amendment and Restatement]

[Signature Page to Deed of Amendment and Restatement]