Common use of PRELIMINARY STATEMENTS Clause in Contracts

PRELIMINARY STATEMENTS. Pursuant to the Sale and Purchase Agreement (as amended to, but not including, the date hereof, the “Acquisition Agreement”), dated as of March 2, 2010, among The Dow Chemical Company (the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant Certain terms that are capitalized and used throughout this Agreement are used as defined in Exhibit I. References to the Sale “Agreement” in the Exhibits hereto refer to this Agreement. The Seller (i) desires to sell, transfer and assign an undivided variable percentage interest in a pool of receivables, and the Conduit Purchasers desire to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by the Conduit Purchasers and (ii) may, subject to the terms and conditions hereof, request that the LC Bank issue or cause the issuance of one or more Letters of Credit. This Agreement amends and restates in its entirety, as of the Restatement Date, the Receivables Purchase Agreement Agreement, dated as of April 30, 2003 (as amended toamended, but not includingrestated, supplemented or otherwise modified prior to the date hereof, the “Acquisition Original Agreement”), dated as of March 2among the Seller, 2010the Servicer, among The Dow Chemical Company (the “Seller”)Sub-Servicers, Xxxxxx LLCthe Conduit Purchasers from time to time party thereto, Xxxxxx Holding BV the Purchaser Agents party thereto, and the BorrowerAdministrator. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, the Seller agreed and Servicer shall continue to sell be liable to PNC, the Conduit Purchasers or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Borrower agreed to purchase all of Original Agreement on the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller date hereof (such purchasecollectively, the “Acquisition” Original Agreement Outstanding Amounts”) and the limited liability company interests and equity interests all agreements to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses indemnify such parties in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution events or conditions arising or existing prior to the Borrower) in an aggregate amount equal to at least 40% effective date of this Agreement. Upon the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation effectiveness of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition this Agreement, PNC as LC Bank and PNC and each other LC Participant noted on the Closing Date an indirect parent of Holdings signature pages hereto shall assume the obligations under an unsecured subordinated seller note issued by Holdings become a party to this Agreement and each reference to the Seller Original Agreement in an aggregate principal amount equal any other document, instrument or agreement shall mean and be a reference to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to timethis Agreement. In consideration of the mutual agreements, provisions and covenants and agreements herein containedcontained herein, the parties hereto covenant Original Agreement is hereby amended and agree restated to read in its entirety as follows:

PRELIMINARY STATEMENTS. Pursuant The Seller, the Servicer, Three Pillars Funding LLC (“TPF”) and SunTrust Xxxxxxxx Xxxxxxxx, Inc (f/k/a SunTrust Capital Markets, as administrator “STRH”) are parties to the Sale and that certain Receivables Purchase Agreement (dated as amended toof June 27, but not including2005, as amended, supplemented or otherwise modified through the date hereof, hereof (the “Acquisition Existing Agreement”), dated as of March 2, 2010, among . The Dow Chemical Company (the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV Seller has transferred and the Borrower, assigned Receivables Interest to TPF and TPF has purchased Receivables Interest from the Seller agreed pursuant to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection accordance with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate FundsExisting Agreement. In connection with the transactions contemplated by Agreement TPF assigned all of its right, title and interest and obligations in the Acquisition Receivables Interest, the Existing Agreement and all other Transaction Documents as defined in the Existing Agreement) to Market Street as of the Closing Date, pursuant to the Assignment and Assumption Agreement, dated as of the date hereof among the Seller, the Servicer, TPF, STRH, Market Street, the Administrator and the Originators. The parties hereto wish to amend and restate the Exiting Agreement on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings terms set forth herein. The Seller (a) desires to transfer and assign Receivables from time to time and (b) may, subject to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested terms and conditions hereof, request that the Lenders extend credit LC Bank issue or cause the issuance of Letters of Credit. Market Street shall purchase Receivable from the Seller from time to time either by issuing its Commercial Paper or by availing itself of a Liquidity Funding to the Borrower in extent available and the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more LC Bank shall issue Letters of Credit from time to timethe extent available. In consideration PNC has been requested and is willing to act as agent and administrator on behalf of Market Street and the mutual covenants LC bank and agreements herein contained, their respective assigns in accordance with the parties hereto covenant and agree as follows:terms hereof.

PRELIMINARY STATEMENTS. Pursuant The Company and the Stockholder Parties are parties to the Sale (i) that certain Termination and Purchase Voting Agreement (as amended to, but not including, the date hereof, the “Acquisition Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”), each dated as of March 2October 1, 20102003 and attached as Exhibit B and Exhibit C hereto, among The Dow Chemical respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended or supplemented from time to time, the “Merger Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “SellerMerger”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the Merger Agreement and the transactions contemplated by thereby, Parent, certain of the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans Stockholder Parties and one or more Letters other individuals are entering into one or more Voting Agreements, each dated as of Credit the date hereof (as each may be amended or supplemented from time to time, the “New Voting Agreements”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In consideration connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the mutual covenants and agreements herein containeddate hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties hereto covenant thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and agree as follows:the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. Pursuant The Originators and the Seller are parties to the that certain Receivables Sale and Purchase Agreement (as amended to, but not including, the date hereof, the “Acquisition Agreement”), dated as of March 2June 27, 20102005 as amended, among The Dow Chemical Company supplemented or otherwise modified through the date hereof (the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Existing Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that parties hereto wish to amend and restate the Lenders extend credit to Existing Agreement on the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 terms set forth herein. Each Originator now owns, and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to timetime hereafter will own, Receivables. In consideration Such Originator wishes to sell and assign to Buyer, and Buyer wishes to purchase from such Originator, all of such Originator’s right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto. Each Originator and Buyer intend the transactions contemplated hereby to be true sales of the mutual covenants Receivables from such Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and agreements herein containedthe Originators and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to any Originator. Following the purchase of Receivables from the Originators, Buyer will sell the Receivables, the parties hereto covenant associated Related Security and agree Collections pursuant to that certain Amended and Restated Receivables Purchase Agreement dated as follows:of October 6, 2009 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the “Purchase Agreement”) among Buyer, Arch Chemicals, Inc. (“Arch Chemicals”), as initial Servicer, Market Street Funding LLC (“Market Street”), PNC Bank, National Association (“PNC”), as agent and administrator pursuant to the terms of the Purchase Agreement (in such capacity, the “Administrator”) and PNC, as LC Bank (in such capacity, the “LC Bank”).

PRELIMINARY STATEMENTS. Pursuant The parties hereto are parties to the that certain Receivables Sale and Purchase Agreement (as amended to, but not including, the date hereof, the “Acquisition Agreement”), dated as of March 2, 20102001 (as amended, among The Dow Chemical Company (the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed supplemented or otherwise modified from time to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchasetime heretofore, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Existing Sale Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested parties hereto desire to amend and restate the Existing Sale Agreement in its entirety as set forth herein (it being the intent of the parties hereto that this Agreement not constitute a novation of the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 Existing Sale Agreement). Originator now owns, and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to timetime hereafter will own, Receivables. In consideration Originator wishes to sell and assign to Buyer, and Buyer wishes to purchase from Originator, all of Originator’s right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto. Originator and Buyer intend the transactions contemplated hereby to be true sales of the mutual covenants Receivables from Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and agreements herein containedOriginator and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to Originator. Following the purchase of Receivables from Originator, Buyer will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Third Amended and Restated Receivables Purchase Agreement dated as of the date hereof (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the parties hereto covenant “Purchase Agreement”) among Buyer, the commercial paper conduits from time to time party thereto as “Conduits”, the financial institutions from time to time party thereto as “Financial Institutions” and agree as follows:“Managing Agents” and The Bank of Nova Scotia (“Nova Scotia”) or any successor agent appointed pursuant to the terms of the Purchase Agreement, as agent for the Conduits and such Financial Institutions (in such capacity, the “Agent”).

PRELIMINARY STATEMENTS. Pursuant Each of the Originators now owns, and from time to the Sale and Purchase Agreement (as amended totime hereafter will own, but not including, Receivables. On the date hereofof the 2000 Agreement, each of the Originators party thereto made a dividend to Parent of all of such Originator’s right, title and interest in and to 100% of its Receivables in existence as of the close of business on its Initial Cutoff Date, together with the associated Related Security and Collections, and Parent contributed all of such Receivables and the associated Related Security and Collections to Buyer’s capital (such Receivables, the “Acquisition Agreement”)Initial Contributed Receivables” and, dated as of March 2together with the associated Related Security and Collections, 2010, among The Dow Chemical Company (the “SellerInitial Contributed Assets”)) in exchange for 100% of the authorized Equity Interests of Buyer. Parent intended the contribution of the Initial Contributed Assets to be an absolute conveyance by Parent to Buyer thereof, Xxxxxx LLCproviding Buyer with the full benefits of ownership of such Initial Contributed Assets, Xxxxxx Holding BV and neither Parent nor Buyer intended such contribution to be, or for any purpose to be characterized as, a loan from Buyer to Parent. Each of the Borrower, the Seller agreed Originators wishes to continue to sell and the Borrower agreed assign to Buyer, and Buyer wishes to continue to purchase all of the limited liability company interests of Xxxxxx LLCfrom each Originator, all of such Originator’s right, title and interest in and to its existing and future Receivables (other than Initial Contributed Receivables), together with the equity interests Related Security and Collections with respect thereto. Each of Xxxxxx Holdings B.V.the Originators and Buyer intend the transactions contemplated hereby to be true sales to Buyer by such Originator of the Receivables originated by it, providing Buyer with the full benefits of ownership of such Receivables, and certain intercompany notes due none of the Originators nor Buyer intends these transactions to be, or for any purpose to be characterized as, loans from Buyer to such Originator. Buyer intends to finance its purchase of Receivables from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To financeOriginators, in part, by borrowing pursuant to that certain Fifth Amended and Restated Credit and Security Agreement dated as of the Acquisitiondate hereof (as amended, the repayment of Indebtedness restated and/or otherwise modified from time to be repaid time in connection therewith and to pay fees and expenses in connection accordance with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required fundsterms thereof, the “Aggregate FundsCredit and Security Agreement”); provided that the calculation ) among Buyer, Rock-Tenn Converting Company, as initial Servicer, each of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 lenders and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit co-agents from time to time. In consideration of the mutual covenants time party thereto and agreements herein containedCoöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as administrative agent (in such last capacity, together with its successors and permitted assigns in such capacity, the parties hereto covenant “Administrative Agent”) and agree as follows:funding agent.

PRELIMINARY STATEMENTS. Pursuant Each of the Originators now owns, and from time to time hereafter will own, Receivables. Each of the Sale and Purchase Agreement (as amended to, but not including, the date hereof, the “Acquisition Agreement”), dated as of March 2, 2010, among The Dow Chemical Company (the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed Originators wishes to sell and the Borrower agreed assign to Buyer, and Buyer wishes to purchase all of the limited liability company interests of Xxxxxx LLCfrom each Originator, all of such Originator's right, title and interest in and to its Receivables, together with the equity interests of Xxxxxx Holdings B.V., Related Security and certain intercompany notes due from the operating subsidiaries Collections with respect thereto. Each of the Seller (such purchase, the “Acquisition” Originators and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with Buyer intend the transactions contemplated hereby to be true sales to Buyer by such Originator of the Acquisition AgreementReceivables originated by it, on providing Buyer with the Closing Date an indirect parent full benefits of Holdings shall assume ownership of such Receivables, and none of the obligations under an unsecured subordinated seller note issued by Holdings Originators nor Buyer intends these transactions to be, or for any purpose to be characterized as, loans from Buyer to such Originator. Following the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form purchase of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit Receivables from each Originator, Buyer will, from time to time. In consideration , transfer undivided interests therein and in the associated Related Security and Collections pursuant to that certain Receivables Transfer Agreement dated as of February 14, 2003 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the "TRANSFER AGREEMENT") among Buyer, Parent, as Servicer, Liberty Street Funding Corp. ("LIBERTY STREET"), Blue Ridge Asset Funding Corporation ("BLUE RIDGE"), The Bank of Nova Scotia, a Canadian chartered bank acting through its New York Agency ("SCOTIABANK"), and its assigns (collectively, the "LIBERTY STREET LIQUIDITY BANKS" and, together with Liberty Street, the "LIBERTY STREET GROUP"), Wachovia Bank, National Association, a national banking association ("WACHOVIA"), and its assigns (collectively, the "BLUE RIDGE LIQUIDITY BANKS" and, together with Blue Ridge, the "BLUE RIDGE GROUP"), Scotiabank, in its capacity as agent for the Liberty Street Group (the "LIBERTY STREET AGENT" or a "CO-AGENT"), Wachovia, in its capacity as agent for the Blue Ridge Group (the "BLUE RIDGE AGENT" or a "CO-AGENT"), and Wachovia, in its capacity as administrative agent for the Blue Ridge Group, the Liberty Street Group and each Co-Agent (in such capacity, together with its successors and assigns, the "ADMINISTRATIVE AGENT" and, together with each of the mutual covenants and agreements herein containedCo-Agents, the parties hereto covenant and agree as follows:"AGENTS").

PRELIMINARY STATEMENTS. Pursuant to the Sale Plan of Merger and Securities Purchase Agreement dated as of February 17, 2019 (together with all exhibits, annexes and schedules and other attachments thereto, collectively, as amended toamended, but not includingrestated, supplemented or otherwise modified in accordance with the date hereofterms thereof, the “Acquisition Agreement”), dated by and among Seller (as defined therein), Aptean, Yaletown Acquiror S.à x.x., a Luxembourg private limited liability company (société à responsabilité limitée) (“Yaletown” and, together with Aptean, collectively, the “Companies”), Intermediate Holdings, Acquiror Borrower, Yaletown Acquiror (UK) Ltd, a company organized under the laws of March 2England and Wales (“U.K. Holdings”), 2010and the Initial Borrower, among The Dow Chemical Company (i) Acquiror Borrower, the Initial Borrower, Aptean and Seller will effect a merger of the Initial Borrower with and into Aptean in accordance with the General Corporation Law of the State of Delaware, upon the consummation of which, the Initial Borrower shall cease to exist and Aptean will survive as a wholly owned subsidiary of Acquiror Borrower (the “SellerMerger”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, (ii) U.K. Holdings will acquire from the Seller agreed to sell and the Borrower agreed to purchase all 100% of the limited liability company interests issued and outstanding share capital of Xxxxxx LLCYaletown (together with the Merger, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchasecollectively, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that that, upon the satisfaction (or waiver by the Arrangers) in full of the conditions precedent set forth in the applicable provisions of Article IV below, the Lenders extend credit make term loans to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 150,000,000 under the Initial Commitment on the terms and (ii) Revolving Credit Loans subject to the conditions set forth in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to timethis Agreement. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant Originator now owns, and from time to time hereafter will own, Receivables. Originator wishes to sell and assign to Buyer, and Buyer wishes to purchase from Originator, all of Originator’s right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto. Originator and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and Originator and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to Originator. Following the purchase of Receivables from Originator, Buyer will sell the Receivables, together with the Related Security and Collections with respect thereto, to JWPR Corporation pursuant to that certain Receivables Sale and Purchase Agreement (as amended to, but not including, the date hereof, the “Acquisition Agreement”), dated as of March 2, 20102001 (as amended, among The Dow Chemical Company (the “Seller”)restated, Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one supplemented or more Swing Line Loans and one or more Letters of Credit otherwise modified from time to time, the “Sale Agreement”). In consideration Following the purchase of Receivables from Buyer, JWPR Corporation will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Receivables Purchase Agreement dated as of March 2, 2001 (as amended, supplemented, restated or otherwise modified from time to time, the “Purchase Agreement”) among JWPR Corporation, Falcon Asset Securitization Corporation (including its assigns and successors, “FALCON”), the financial institutions from time to time party thereto as “Financial Institutions” and Bank One, NA or any successor agent appointed pursuant to the terms of the mutual covenants Purchase Agreement, as agent for FALCON and agreements herein containedsuch Financial Institutions (in such capacity, the parties hereto covenant and agree as follows:“Agent”).

PRELIMINARY STATEMENTS. Pursuant Originator now owns, and from time to time hereafter will own, Receivables. Originator wishes to sell and assign to Buyer, and Buyer wishes to purchase from Originator, all of Originator’s right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto. Originator and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and Originator and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to Originator. Following the purchase of Receivables from Originator, (a) Buyer will sell or contribute certain of its trade receivables, including the Receivables acquired from and all rights and remedies against Originator hereunder, to Originator’s wholly-owned Subsidiary, Red Bird Receivables, Inc., a Delaware corporation (the “SPE”), pursuant to that certain Receivables Sale and Purchase Contribution Agreement dated as of December 26, 2001 (as amended tothe same may from time to time hereafter be amended, but not includingsupplemented, the date hereofrestated or otherwise modified, the “Acquisition Sale and Contribution Agreement”) between Buyer and the SPE, and (b) following the purchase of Receivables from the Buyer, the SPE will borrow and pledge its assets pursuant to that certain Credit and Security Agreement dated as of December 26, 2001 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the “Credit and Security Agreement”) among the SPE, as Borrower, the Buyer, as initial Servicer, International Paper Company, as Performance Guarantor, Blue Ridge Asset Funding Corporation (“Blue Ridge”), dated Victory Receivables Corporation (“Victory,” together with Blue Ridge, the “Conduits”), The Bank of Tokyo-Mitsubishi, Ltd., New York Branch (“BTM”), in its capacity as of March 2, 2010, among The Dow Chemical Company a Liquidity Bank to Victory (“Victory Liquidity Bank”) and as agent for Victory (the “SellerVictory Agent”), Xxxxxx LLCand Wachovia Bank, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller N.A. (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity ContributionWachovia”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay or any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:successor agent

PRELIMINARY STATEMENTS. Pursuant to the terms of that certain Amended and Restated Receivables Purchase and Sale and Purchase Agreement dated as of August 4, 2003 (as amended toamended, but not includingthe “Existing Agreement”) by and among the Originators, as sellers, and Buyer, as buyer, the Originators sold Receivables to Buyer. Each of the Originators party to this Agreement on the date hereof and the Buyer intended that the past transfers of Receivables under the Existing Agreement be true sales to the Buyer thereunder, and each of the Originators and the Buyer intend that all transfers of Receivables hereunder, be true sales to the Buyer by such Originator of the Receivables originated by it, providing the Buyer with the full benefits of ownership of such Receivables, and none of the Originators nor the Buyer intends these transactions to be, or for any purpose to be characterized as, loans from the Buyer to such Originator. Each of the Originators acknowledges that from and after the date hereof, the “Acquisition Agreement”), dated as Buyer intends to finance purchases of March 2, 2010, among The Dow Chemical Company (the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due Receivables from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To financeOriginators, in part, from the Acquisitionproceeds of loans made pursuant to a Second Amended and Restated Credit and Security Agreement of even date herewith (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the repayment “Credit and Security Agreement”) among the Buyer, as the borrower, Mohawk Servicing, Inc., a Delaware corporation, as the initial Servicer, Victory Receivables Corporation (“Victory”), Three Pillars Funding LLC (“TPF”; together with Victory and the other issuers of Indebtedness Commercial Paper from time to be repaid in connection therewith time party thereto as “Conduits,” each a “Conduit” and to pay fees and expenses in connection with the Transactioncollectively, the Investors will make a cash equity contribution “Conduits”) and certain other lenders from time to time party thereto (the “Equity ContributionLenders”), SunTrust Xxxxxxxx Xxxxxxxx, Inc., as administrator of TPF (the “TPF Agent”), and The Bank of Tokyo-Mitsubishi UFJ, Ltd. New York Branch (“BTMU”) to Holdings as administrator of Victory (who shall, in turn, use all the “Victory Agent”) and any other entity acting as administrator of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection Conduit (together with the Transaction TPF Agent and to repay any Indebtedness to be repaid in connection therewith (such required fundsthe Victory Agent, individually a “Co-Agent” and collectively, the “Aggregate FundsCo-Agents”) and STRH as administrative agent for the Co-Agents, the Lenders and the Conduits (in such capacity, together with its successors, the “Administrative Agent”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:.

PRELIMINARY STATEMENTS. Pursuant to Certain of the Originators (the "Existing Originators") and Buyer entered into that certain Receivables Sale and Purchase Agreement Agreement, dated as of June 30, 2000 (as amended toamended, but not including, restated or otherwise modified prior to the date hereof, the “Acquisition "Original Sale Agreement”"), pursuant to which the Existing Originators sold all of their Receivables and certain related property to Buyer. The Existing Originators desire to continue to sell and assign to Buyer, and the other Originators now desire to sell and assign to Buyer, all of each such Originator's right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto. Buyer desires to purchase such Receivables, Related Security and Collections. Buyer continues to own all Receivables of the Existing Originators outstanding as of the close of business on the Business Day immediately prior to the date hereof and previously conveyed pursuant to the Original Sale Agreement (such Receivables, the "Previously Sold Receivables"). Each Originator and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from such Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and neither the Originators nor Buyer intend these transactions to be, or for any purpose (other than tax) to be characterized as, loans from Buyer to any Originator. Following the purchase of Receivables from the Originators, Buyer will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Amended and Restated Receivables Purchase Agreement dated as of March 2December 21, 2010, among The Dow Chemical Company 2001 (as the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility same may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration time hereafter be amended, supplemented, restated or otherwise modified, the "Purchase Agreement") among Buyer, the Servicers (as defined therein), the Companies (as defined therein), the financial institutions from time to time party thereto as "Financial Institutions" and Bank One, NA (Main Office Chicago), as agent for the Companies and AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT Financial Institutions or any successor agent appointed pursuant to the terms of the mutual covenants and agreements herein containedPurchase Agreement (in such capacity, the parties hereto covenant "Agent"). Each of the Originators and agree as follows:Buyer now desire to amend and restate the Original Sale Agreement in its entirety, subject to the terms and conditions set forth herein.

PRELIMINARY STATEMENTS. Pursuant Originator now owns, and from time to time hereafter will own, Receivables. Originator wishes to sell and assign to Buyer, and Buyer wishes to purchase from Originator, all of Originator’s right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto. Originator and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and Originator and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to Originator. Following the purchase of Receivables from Originator, Buyer will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Receivables Purchase Agreement dated as of the date hereof (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the “Purchase Agreement”) among Buyer, Originator, as Servicer, Park Avenue Receivables Company LLC (“PARCO”), the financial institutions from time to time party thereto as “Financial Institutions” (PARCO and its successors and assigns, together with the Financial Institutions, the “Purchasers”) and JPMorgan Chase Bank, N.A., as administrative agent for the Purchasers thereunder or any successor agent appointed pursuant to the Sale and terms of the Purchase Agreement (as amended to, but not including, the date hereof, the “Acquisition AgreementAdministrative Agent”), dated as of March 2, 2010, among The Dow Chemical Company (the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:.

PRELIMINARY STATEMENTS. Pursuant Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the Sale “Agreement” refer to this Agreement, as amended, supplemented or otherwise modified from time to time. The Seller (i) desires to sell, transfer and assign an undivided percentage interest in a pool of receivables, and the Purchasers desire to acquire such undivided percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Purchasers and (ii) may, subject to the terms and conditions hereof, request that an LC Bank issue or cause the issuance of one or more Letters of Credit. This Agreement amends and restates in its entirety, as of the Closing Date, the Amended and Restated Receivables Purchase Agreement Agreement, dated as of December 16, 2011 (as amended toamended, but not including, supplemented or otherwise modified prior to the date hereof, the “Acquisition Prior Agreement”), dated as of March 2, 2010, among The Dow Chemical Company (the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell Servicer, the various conduit purchasers, related committed purchasers, LC participants and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V.purchaser agents party thereto, and certain intercompany notes due from BNS, as the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Fundsadministrator. In connection with the transactions contemplated by amendment and restatement of the Acquisition Prior Agreement, BNS, solely in its capacity as the administrator, has assigned all of its rights and obligations as administrator under the Prior Agreement and each of the other Transaction Documents pursuant to that certain Assignment and Assumption Agreement, dated on or about the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 date hereof (the “Seller NoteAssignment and Assumption Agreement”). The Borrower has requested , among the Seller, the Servicer, the Performance Guarantor, BNS, PNC, Liberty Street, Credit Agricole and Atlantic, and the parties thereto desire that the Lenders extend credit PNC, and PNC by its execution and delivery of its signature to the Borrower in Assignment and Assumption Agreement and this Agreement hereby agrees to, become the form Administrator. Notwithstanding the amendment and restatement of the Prior Agreement by this Agreement, (i) Term Loans the Seller and the Servicer shall continue to be liable to each of the Indemnified Parties and Affected Persons for the fees and expenses payable by the Seller and/or the Servicer, as applicable, which are accrued and unpaid under the Prior Agreement on the date hereof (collectively, the “Prior Agreement Outstanding Amounts”) and all agreements to indemnify such parties in an aggregate principal amount connection with events or conditions arising or existing prior to the effective date of $800,000,000 this Agreement and (ii) Revolving Credit Loans the security interest in an aggregate principal amount favor of $240,000,000the Administrator created under the Prior Agreement shall remain in full force and effect as security for such Prior Agreement Outstanding Amounts until such Prior Agreement Outstanding Amounts shall have been paid in full. The Revolving Credit Facility may include one Upon the effectiveness of this Agreement, 740811803 17540157 each reference to the Prior Agreement in any other document, instrument or more Swing Line Loans agreement shall mean and one be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or more Letters of Credit from time to timeotherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Prior Agreement. In consideration of the mutual agreements, provisions and covenants and agreements herein containedcontained herein, the sufficiency of which is hereby acknowledged, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant The Originator now owns, and from time to time hereafter will own, Gift Shop Receipts, Private Receivables and Government Receivables. The Originator wishes to sell and assign (and/or contribute and assign) to Buyer, and Buyer wishes to purchase from the Originator, (i) all of the Originator’s right, title and interest in and to its Gift Shop Receipts, (ii) all of the Originator’s right, title and interest in and to its Private Receivables, together with the Related Security and Collections with respect thereto, and (iii) Participation Interests in all of the Originator’s right, title and interest in and to its Government Receivables, together with the Related Security and Collections with respect thereto. The Originator and Buyer intend the transactions contemplated hereby to be true sales or absolute contributions to Buyer by the Originator of the Transferred Assets, providing Buyer with the full risks and benefits of ownership of the Transferred Assets, and neither the Originator nor Buyer intends these transactions to be, or for any purpose to be characterized as, loans from Buyer to the Sale Originator. Buyer plans to finance its purchase of Gift Shop Receipts, Private Receivables and Purchase Participation Interests in part by borrowing pursuant to that certain Credit and Security Agreement dated as of August 31, 2007 (as amended toamended, but not includingrestated, replaced and/or otherwise modified from time to time in accordance with the date hereofterms thereof, the “Acquisition Credit and Security Agreement”) among Buyer and certain of its Affiliates, as joint and several borrowers, Parent, as Performance Guarantor, UHS of Delaware, Inc., as initial Servicer, Variable Funding Capital Company LLC and Three Pillars Funding LLC, as conduit lenders (collectively, the “Conduits”), dated as of March 2SunTrust Bank and Wachovia Bank, 2010, among The Dow Chemical Company National Association (the “SellerWachovia”), Xxxxxx LLCas liquidity lenders, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchasecollectively, the “Acquisition” Liquidity Banks”), SunTrust Xxxxxxxx Xxxxxxxx, Inc. (“STRH”) as a co-agent, and the limited liability company interests Wachovia Bank, National Association, as a co-agent and equity interests to be acquired pursuant theretoas administrative agent (in such latter capacity, the “Acquired BusinessAdministrative Agent”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:.

PRELIMINARY STATEMENTS. Pursuant to the Sale and Purchase Agreement (as amended to, but not including, the date hereof, the “Acquisition Agreement”), dated as of March 2, 2010, among The Dow Chemical Company (the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Existing Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 Original Funding Date, Sunbeam contributed certain Receivables (the “Seller NoteOriginal Contributed Receivables”). The Borrower has requested that the Lenders extend credit ) to the capital of Buyer, and Coleman sold certain Receivables (the “Original Purchased Receivables”) to Borrower in consideration for the form purchase price set forth in the Existing Agreement. After the original Funding Date, Coleman and Sunbeam sold additional Receivables (the “Original Additional Purchased Receivables” and, together with the Original Contributed Receivables and the Original Purchased Receivables, the “Original Receivables”) to Buyer in consideration for the purchase price set forth in the Existing Agreement. From and after the Original Funding Date and prior to the Restatement Effective Date, no further contributions of (i) Term Loans Receivables were made by Sunbeam. Each of Sunbeam, Coleman and the Buyer desire to amend and restate the Existing Agreement in an aggregate principal amount its entirety. Each New Originator wishes to become party thereto. Each of $800,000,000 the Originators now owns, and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to timetime hereafter will own, Receivables. In consideration Each of the mutual covenants Originators wishes to sell and agreements herein containedassign to Buyer, and Buyer wishes to purchase from such Originator, all of such Originator’s right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto. Each of the Originators and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from such Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and neither the Originators nor Buyer intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to any Originator. Buyer plans to finance its purchases of Receivables hereunder by borrowing under that certain Amended and Restated Loan Agreement dated as of August 8, 2007 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the parties hereto covenant “Loan Agreement”) among Buyer, as borrower, Jarden Corporation, a Delaware corporation, as initial servicer (the “Initial Servicer”), Three Pillars Funding LLC, a Delaware limited liability company (together with its successors and agree permitted assigns, the “Lender”) and SunTrust Xxxxxxxx Xxxxxxxx, Inc., a Tennessee corporation, as follows:agent and administrator for the Lender (in such capacity, together with its successor and assigns in such capacity, the “Administrator”).

PRELIMINARY STATEMENTS. Pursuant to the Sale Contribution and Purchase Agreement Distribution Documents (as amended tohereinafter defined), but not includingCardinal Health, Inc. (“Cardinal Health”) (a) will transfer to the date hereofBorrower stock of certain entities holding certain assets, liabilities and operations of the clinical and medical products businesses of Cardinal Health, as well as other certain related miscellaneous assets and liabilities (the “Contribution”) and (b) will distribute at least 80% of the outstanding shares of the common stock of the Borrower (the “Company Stock”) to Cardinal Health’s shareholders (the “Distribution” and together with the Contribution, the “Acquisition AgreementSeparation”), dated respectively, as of March 2, 2010, among The Dow Chemical Company detailed in the Form 10 (the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and as hereinafter defined) filed by the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution SEC (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”as hereinafter defined). The Borrower has requested that the Lenders extend credit lend to the Borrower up to $1,400 million in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 unsecured bridge loans to pay the Special Distribution (as hereinafter defined) to Cardinal Health required for the consummation of the Separation. It is a condition to the obligations of the Lenders to extend credit under this Agreement that, among other conditions, the Contribution is consummated pursuant to the Contribution and Distribution Documents and the Borrower shall have been provided unsecured revolving credit facilities and letters of credit (ii) collectively, the “Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Facilities”) pursuant to the Revolving Credit Facility may include one or more Swing Line Loans Agreements (as hereinafter defined) the proceeds of which shall be used to fund working capital, capital expenditures and one or more Letters general corporate purposes of Credit from time the Borrower and the Subsidiaries. In furtherance of the foregoing, the Borrower has requested that the Lenders provide unsecured bridge loans, and the Lenders have indicated their willingness to timelend, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant Seller desires to transfer and assign Purchaser Interests to the Sale and Purchase Agreement (as amended to, but not including, the date hereof, the “Acquisition Agreement”), dated as of March 2, 2010, among The Dow Chemical Company (the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed Purchasers from time to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”)time. To financeEach Conduit may, in partits absolute and sole discretion, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the purchase Purchaser Interests from Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration the event that a Conduit declines to make any purchase, the Committed Purchaser(s) in the relevant Conduit Group shall, at the request of Seller, purchase Purchaser Interests from time to time. The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, has been requested and is willing to act as Administrative Agent on behalf of the mutual covenants Conduits and agreements herein containedthe Committed Purchasers in accordance with the terms hereof. Seller, Servicer, the Committed Purchasers, the Conduits, the Agents and the Administrative Agent are parties hereto covenant to that certain Receivables Purchase Agreement dated as of April 4, 2000 (the “Original RPA”), as amended and agree restated by that certain First Amended and Restated Receivables Purchase Agreement dated as follows:of June 30, 2008 (the “First Amended and Restated RPA”), as amended and restated by that certain Second Amended and Restated Receivables Purchase Agreement dated as of March 27, 2009 (the “Second Amended and Restated RPA”), as amended or otherwise modified to and including the date hereof (the Original RPA, the First Amended and Restated RPA and the Second Amended and Restated RPA together, the “Original Agreement”), and desire to amend and restate the Original Agreement to appoint EPC as Sub-Servicer of Receivables under this Agreement and to make certain other changes as are set forth in this Agreement. Page #PageNum# 658652.06-Chicago Server 1A - MSW ARTICLE I PURCHASE ARRANGEMENTS

PRELIMINARY STATEMENTS. Pursuant Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the Sale “Agreement” refer to this Agreement, as amended, supplemented or otherwise modified from time to time. The Seller (i) desires to sell, transfer and assign an undivided percentage interest in a pool of receivables, and the Purchasers desire to acquire such undivided percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Purchasers and (ii) may, subject to the terms and conditions hereof, request that an LC Bank issue or cause the issuance of one or more Letters of Credit. This Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Purchase Agreement Agreement, dated as of March 31, 2011 (as amended toamended, but not including, supplemented or otherwise modified prior to the date hereof, the “Acquisition Original Agreement”), dated among the Seller, the Servicer, the various conduit purchasers, related committed purchasers, LC participants and purchaser agents party thereto, Xxxxx, as of March 2the LC Bank, 2010, among The Dow Chemical Company (the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate FundsAdministrator. In connection with the transactions contemplated by amendment and restatement of the Acquisition Original Agreement, on the Closing Date an indirect parent (i) Xxxxx, in each of Holdings shall assume the its capacities, has terminated all of its rights and obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 Original Agreement and each of the other Transaction Documents pursuant that that certain Payoff Letter, dated as of the date hereof (the “Seller NoteXxxxx Payoff Letter”). The Borrower has requested that , among Xxxxx, the Lenders extend credit Seller, the Servicer, the Administrator and each of the other parties thereto, and is no longer a party to the Borrower Original Agreement or any other Transaction Document, (ii) each of Credit Agricole Corporate and Investment Bank (“Credit Agricole”) and Atlantic Asset Securitization LLC (“Atlantic”), in each of their respective capacities, has terminated all of its respective rights and obligations under the form Original Agreement and each of the other Transaction Documents pursuant that that certain Payoff Letter, dated as of the date hereof (the “Credit Agricole Payoff Letter”), among Credit Agricole, Atlantic, the Seller, the Servicer, the Administrator and each of the other parties thereto, and neither Credit Agricole nor Atlantic is any longer a party to the Original Agreement or any other Transaction Document and (iii) the parties thereto desire that BNS and PNC, and each of BNS and PNC, by its execution and delivery of its signature to this Agreement hereby agrees to, each become an LC Bank. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) Term Loans the Seller and Servicer shall continue to be liable to each of the Indemnified Parties and Affected Persons for the fees and expenses payable by the Seller and/or Servicer, as applicable, which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in an aggregate principal amount connection with events or conditions arising or existing prior to the effective date of $800,000,000 this Agreement and (ii) Revolving Credit Loans the security interest in an aggregate principal amount favor of $240,000,000the Administrator created under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. The Revolving Credit Facility may include one Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or more Swing Line Loans agreement shall mean and one be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or more Letters of Credit from time to timeotherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants and agreements herein containedcontained herein, the sufficiency of which is hereby acknowledged, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant Each of the Originators now owns, and from time to time hereafter will own, Receivables. Each of the Sale Originators wishes to sell and assign to Buyer, and Buyer wishes to purchase from each Originator, all of such Originator’s right, title and interest in and to its Receivables, together with the Related Security and Collections with respect thereto. Each of the Originators and Buyer intend the transactions contemplated hereby to be true sales to Buyer by such Originator of the Receivables originated by it, providing Buyer with the full benefits of ownership of such Receivables, and none of the Originators nor Buyer intends these transactions to be, or for any purpose to be characterized as, loans from Buyer to such Originator. Following the purchase of Receivables from each Originator, Buyer will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Amended and Restated Receivables Purchase Agreement (as amended to, but not including, the date hereof, the “Acquisition Agreement”), dated as of March 2April 29, 20102010 (as the same may from time to time hereafter be amended, among The Dow Chemical Company (supplemented, restated or otherwise modified, the “SellerPurchase Agreement”) among Buyer, ABDC, as initial Servicer, the various Purchaser Groups from time to time party thereto (collectively, the “Purchasers”), Xxxxxx LLCand MUFG Bank, Xxxxxx Holding BV and Ltd., as administrator for each Purchaser Group, or any successor administrator appointed pursuant to the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all terms of the limited liability company interests of Xxxxxx LLCPurchase Agreement, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (in such purchasecapacity, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired BusinessAdministrator”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:.

PRELIMINARY STATEMENTS. Pursuant The Originators now own, and from time to time hereafter will own, certain Receivables. Upon the terms and conditions hereinafter set forth, (a) CMC wishes to contribute to the Sale Buyer’s capital all of CMC’s right, title and interest in and to all of CMC’s existing and future Receivables, together with the Related Security and Collections with respect thereto and all proceeds of the foregoing, and the Buyer wishes to accept such capital contributions, and (b) each Subsidiary Originator wishes to sell and assign to the Buyer, and the Buyer wishes to purchase from such Subsidiary Originator, all of each such Subsidiary Originator’s right, title and interest in and to all existing and future Receivables, together with the Related Security and Collections with respect thereto and all proceeds of the foregoing. Each Originator and the Buyer intend the transactions contemplated hereby to be true sales (and, solely in the case of CMC, true contributions) of the Receivables Assets from the Originators to the Buyer, providing the Buyer with the full benefits of ownership of the Receivables Assets, and none of the Originators and the Buyer intend these transactions to be, or for any purpose to be characterized as, loans from the Buyer to any Originator secured by the Receivables Assets. Immediately following its acquisition of the Receivables Assets from the Originators, the Buyer will sell the Receivables to certain purchasers pursuant to that certain Receivables Purchase Agreement dated as of April 5, 2011 (as amended tothe same may from time to time hereafter be amended, but not includingsupplemented, the date hereofrestated or otherwise modified, the “Acquisition Purchase Agreement”), dated as of March 2, 2010, ) among The Dow Chemical Company (the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the BorrowerBuyer, the Seller agreed Servicer, Receivables Sale Agreement the Purchasers from time to sell time party thereto and Xxxxx Fargo Bank, N.A., as administrative agent for the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., Purchasers (together with its successors and certain intercompany notes due from the operating subsidiaries of the Seller (permitted assigns in such purchasecapacity, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired BusinessAdministrative Agent”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:.

PRELIMINARY STATEMENTS. Pursuant Each of the Sellers now owns, and from time to time hereafter will own, Receivables. Each Seller wishes to sell and assign to Finance Subsidiary, and Finance Subsidiary wishes to purchase from each Seller, all of such Seller's right, title and interest in and to such Receivables, together with the Sale Related Security and Collections with respect thereto. Each Seller and Finance Subsidiary intend the transactions contemplated hereby to be true sales of the Receivables from the applicable Seller to Finance Subsidiary, providing Finance Subsidiary with the full benefits of ownership of the Receivables, and the Sellers and Finance Subsidiary do not intend these transactions to be, or for any purpose to be characterized as, loans from Finance Subsidiary to any Seller. Following the purchase of Receivables from the Sellers, Finance Subsidiary will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Receivables Purchase Agreement (as amended to, but not including, the date hereof, the “Acquisition Agreement”), dated as of March 2November 30, 2010, among The Dow Chemical Company 2004 (as the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility same may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration time hereafter be amended, supplemented, restated or otherwise modified, the "Receivables Purchase Agreement") among Finance Subsidiary, Affinia Group, as Servicer, Park Avenue Receivables Company LLC ("PARCO"), the financial institutions from time to time party thereto as "Financial Institutions" and JPMorgan Chase Bank, N.A., or any successor agent appointed pursuant to the terms of the mutual covenants Receivables Purchase Agreement, as agent for PARCO and agreements herein containedsuch Financial Institutions (in such capacity, the parties hereto covenant and agree as follows:"Agent").

PRELIMINARY STATEMENTS. Pursuant NSI Georgia now owns, and from time to time hereafter will own, Receivables. NSI Georgia wishes to contribute all Existing Receivables to Buyer's capital, together with the Sale Related Security and Purchase Collections with respect thereto, and Buyer wishes to accept such contribution. In addition, NSI Georgia wishes to sell and assign all Additional Receivables to Buyer, together with the Related Security and Collections with respect thereto, and Buyer wishes to acquire all such Additional Receivables, Related Security and Collections from NSI Georgia. NSI Georgia and Buyer intend the transactions contemplated hereby to be true sales or other outright conveyances of the Receivables from NSI Georgia to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and NSI Georgia and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to NSI Georgia. Immediately following the contribution of Existing Receivables hereunder, Buyer will borrow and pledge its assets pursuant to that certain Credit and Security Agreement (as amended to, but not including, the date hereof, the “Acquisition Agreement”), dated as of March May 2, 2010, among The Dow Chemical Company 2001 (as the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility same may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration time hereafter be amended, supplemented, restated or otherwise modified, the "Credit and Security Agreement") among Buyer, as Borrower, NSI Georgia, as initial Servicer, Blue Ridge Asset Funding Corporation ("Blue Ridge"), the banks and other financial institutions from time to time party thereto as "Liquidity Banks" and Wachovia Bank, N.A. or any successor agent appointed pursuant to the terms of the mutual covenants Credit and agreements herein containedSecurity Agreement, as agent for Blue Ridge and such Liquidity Banks (in such capacity, the parties hereto covenant and agree as follows:"Agent").

PRELIMINARY STATEMENTS. Pursuant to the Sale Morningstar and Purchase Agreement Buyer entered into that certain Receivables Transfer Agree ment, dated as of June 30, 2000 (as amended toamended, but not including, restated or otherwise modified prior to the date hereof, the “Acquisition "Original Transfer Agreement”"), pursuant to which Morningstar sold and assigned to Buyer, and Buyer purchased from Morningstar, all of Morningstar's right, title and interest in and to Morningstar's Receivables, together with the Related Security and Collections with respect thereto. Morningstar desires to continue to sell and assign to Buyer, and Buyer desires to continue to purchase Morningstar's Receivables and the Related Security and Collections with respect thereto. Buyer continues to own all Receivables of Morningstar outstanding as of the close of business on the Business Day immediately prior to the date hereof and previously conveyed pursuant to the Original Transfer Agreement (such Receivables, the "Previously Sold Receivables"). Morningstar and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from Morningstar to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and neither Morningstar nor Buyer intend these transactions to be, or for any purpose (other than tax) to be characterized as, loans from Buyer to Morningstar. Following the purchase of Receivables from Morningstar, Buyer will sell its interests therein and in the associated Related Security and Collections pursuant to that certain Amended and Restated Receivables Sale Agreement dated as of March 2December 21, 2010, among The Dow Chemical Company 2001 (as the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility same may include one or more Swing Line Loans and one or more Letters of Credit from time to timetime hereafter be amended, supplemented, restated or otherwise modified, the "Sale Agreement") among Buyer, as an Originator (as defined under the Sale Agreement), the other Originators named therein, and Dairy Group Receivables, L.P. (f/k/a Suiza Receivables, L.P., a Delaware limited partnership ("Dairy Group L.P."). In consideration AMENDED AND RESTATED RECEIVABLES TRANSFER AGREEMENT Following the purchase of such Receivables from the Originators, Dairy Group L.P. will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Amended and Restated Receivables Purchase Agreement dated as of December 21, 2001 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the "Purchase Agreement") among Dairy Group, L.P., the Originators, as Servicers, the Companies (as defined therein), the financial institutions from time to time party thereto as "Financial Institutions" and Bank One, NA (Main Office Chicago) or any successor agent appointed pursuant to the terms of the mutual covenants Purchase Agreement, as agent for the Companies and agreements herein containedsuch Financial Institutions (in such capacity, the parties hereto covenant "Agent"). Morningstar and agree as follows:Buyer now desire to amend and restate the Original Transfer Agreement in its entirety, subject to the terms and conditions set forth herein.

PRELIMINARY STATEMENTS. Pursuant Existing Owner now owns Receivables (each an “Existing Receivable”). Existing Owner wishes to sell and assign to Buyer, and Buyer wishes to purchase from Existing Owner, all of Existing Owner’s right, title and interest in and to all the Sale Existing Receivables, together with the Related Security and Collections with respect thereto. Existing Owner and Buyer intend the transactions contemplated hereby to be true sales of the Existing Receivables from Existing Owner to Buyer, providing Buyer with the full benefits of ownership of the Existing Receivables, and Existing Owner and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to Existing Owner. Following the purchase of Existing Receivables from Existing Owner, Buyer will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Receivables Purchase Agreement dated as of the date hereof (as amended tothe same may from time to time hereafter be amended, but not includingsupplemented, the date hereofrestated or otherwise modified, the “Acquisition Purchase Agreement”) among Buyer, Xxxx Company, as Servicer (in such capacity, the “Servicer”), dated as of March 2Park Avenue Receivables Company, 2010, among The Dow Chemical Company LLC (the “SellerCompany”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed financial institutions from time to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller time party thereto (such purchasetogether with Company, the “Acquisition” Purchasers”) and JPMorgan Chase Bank, N.A. (“JPMorgan Chase”) or any successor agent appointed pursuant to the limited liability company interests and equity interests to be acquired pursuant theretoterms of the Purchase Agreement, as agent for the Purchasers (in such capacity, the “Acquired BusinessAgent”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:.

PRELIMINARY STATEMENTS. Pursuant to the Sale The Purchaser has entered into that certain Receivables Purchase and Purchase Agreement (as amended to, but not including, the date hereof, the “Acquisition Transfer Agreement”), dated as of March 2the date hereof (as amended, 2010restated, among modified or supplemented from time to time, the "RPTA"; capitalized terms used herein and not defined herein shall have the meanings attributed thereto in the RPTA) with each of the entities parties thereto as providers (each, together with its successors and assigns, a "Provider" and, collectively, the "Providers") and Five Star Quality Care, Inc., as Primary Servicer. The Dow Chemical Company (Purchaser, the “Seller”)Lenders, Xxxxxx Dresdner Kleinwort Wasserstein LLC, Xxxxxx Holding BV as Co- Program Manager, Syndication Agent and Lexx Xxxxxxxx, Healthcare Finance Group, Inc., as Co- Program Manager, and the BorrowerAssignee have entered into that certain Loan and Security Agreement, dated as of the date hereof (as amended, restated, modified or supplemented from time to time, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”"LSA"). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by RPTA, the Acquisition AgreementGrantors have made that certain Guaranty, on dated as of the Closing Date an indirect parent date hereof, in favor of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings Purchaser (the "Parent Guaranty"). It is a condition precedent to the Seller in an aggregate principal amount equal to $75,000,000 (effectiveness of the “Seller Note”). The Borrower has requested RPTA and the LSA and the making of any financial accommodations thereunder that the Lenders extend credit to the Borrower Grantors execute and deliver a pledge agreement in the form of hereof to secure the following (i) Term Loans in an aggregate principal amount of $800,000,000 collectively, the "Obligations"): the full and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans prompt payment, at any time and one or more Letters of Credit from time to time. In consideration time as and when due, of all liabilities and obligations of the mutual covenants Grantors, whether now existing or hereafter incurred, created or arising and agreements herein containedwhether direct or indirect, absolute or contingent, due or to become due under, arising out of or in connection with the Parent Guaranty or this Pledge Agreement, including, without limitation, any and all fees, costs and expenses, (including reasonable counsel fees and expenses) paid or incurred in enforcing any rights under the Parent Guaranty or this Pledge Agreement. Without limiting the generality of the foregoing, the parties hereto covenant Grantors' liability shall extend to all amounts that constitute part of the Obligations and agree as follows:would be owed by the Grantors under the Parent Guaranty or this Pledge Agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any of the Grantors.

PRELIMINARY STATEMENTS. Pursuant SMMC now owns, and from time to time hereafter will own, Receivables Assets. Upon the terms and conditions hereinafter set forth, SMMC wishes to sell and assign to TPNA, and TPNA wishes to purchase from SMMC, all of SMMC’s right, title and interest in and to the Receivables Assets existing as of the close of business on the Initial Cutoff Date and thereafter arising through and including the Termination Date. SMMC and TPNA intend the transaction contemplated hereby to be a true sale of the Receivables Assets from SMMC to TPNA, providing TPNA with the full benefits of ownership of the Receivables Assets, and neither SMMC nor TPNA intends this transaction to be, or for any purpose to be characterized as, a loan from TPNA to SMMC secured by the Receivables Assets. Immediately following its acquisition of the Receivables Assets from SMMC, TPNA will sell and/or contribute them to Tempur Sealy Receivables, LLC, a Delaware limited liability company (the “SPE”), pursuant to that certain Amended and Restated Receivables Sale and Purchase Agreement (as amended to, but not including, the date hereof, the “Acquisition Contribution Agreement”), dated as of March 2April 6, 20102021, among The Dow Chemical Company (the “Seller”)by and between TPNA, Xxxxxx LLCas seller and contributor, Xxxxxx Holding BV and the BorrowerSPE, as the Seller agreed to sell buyer and contributee (as the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLCsame may be amended, all of the equity interests of Xxxxxx Holdings B.V.supplemented, and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one restated or more Swing Line Loans and one or more Letters of Credit otherwise modified from time to time. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant “RSCA”), and agree the SPE will pledge them to Xxxxx Fargo Bank, National Association, as follows:administrative agent for the Lenders (together with its successors and assigns in such capacity, the “Administrative Agent”), pursuant to that certain Amended and Restated Credit and Security Agreement, dated as of April 6, 2021, by and among the SPE, as borrower, Tempur Sealy International, Inc., a Delaware corporation, as initial master servicer (the “Master Servicer”), the lenders from time to time party thereto (the “Lenders”) and the Administrative Agent (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “CSA”), in exchange for certain loans.

PRELIMINARY STATEMENTS. Pursuant to the Sale and Purchase Agreement (as amended to, but not including, the date hereof, the “Acquisition Receivables Transfer Agreement”), dated as of March 2September 21, 20102001, by and among The Dow Chemical Company (the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV sellers named therein and the BorrowerParent (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the Seller agreed "TRANSFER AGREEMENT") the Parent has purchased, and from time to sell time will purchase certain Receivables from the Transferors. Pursuant to the terms hereof, the Parent wishes to contribute and absolutely assign to the Borrower agreed to purchase SPV all of the limited liability company interests of Xxxxxx LLCParent's right, all of title and interest in and to its Receivables, together with the equity interests of Xxxxxx Holdings B.V., Related Security and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” Collections with respect thereto. The Parent and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with SPV intend the transactions contemplated hereby to be true contributions and/or absolute assignments to the SPV by the Acquisition AgreementParent of the Receivables owned by it, on providing the Closing Date an indirect parent SPV with the full benefits of Holdings shall assume ownership of such Receivables, and neither the obligations under an unsecured subordinated seller note issued by Holdings Parent nor the SPV intends these transactions to be, or for any purpose to be characterized as, loans from the SPV to the Seller in an aggregate principal amount equal to $75,000,000 (Parent. Following the “Seller Note”). The Borrower has requested that contribution and/or absolute assignment of Receivables by the Lenders extend credit to Parent, the Borrower SPV will sell undivided interests therein and in the form associated Related Security and Collections pursuant to that certain Receivables Purchase Agreement dated as of September 21, 2001 (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility as the same may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration of the mutual covenants and agreements herein containedtime hereafter be amended, supplemented, restated or otherwise modified, the parties hereto covenant "PURCHASE AGREEMENT") among the SPV, as seller, the Parent, as master servicer, Blue Ridge Asset Funding Corporation, as purchaser, and agree Wachovia Bank, N.A., as follows:the administrative agent.

PRELIMINARY STATEMENTS. Pursuant to the terms of that certain Third Amended and Restated Receivables Purchase and Sale and Purchase Agreement dated as of September 2, 2009 (as amended toamended, but not includingthe “Existing Agreement”) by and among the Originators, as sellers, and Mohawk Factoring II, Inc., a Delaware corporation formerly known as Mohawk Factoring, Inc. (the “Previous Buyer”), as buyer, the Originators sold Receivables to Previous Buyer. Each of the Originators party to this Agreement on the date hereof and the Previous Buyer intended that the past transfers of Receivables under the Existing Agreement be true sales to the Previous Buyer thereunder. The Buyer is a wholly-owned Subsidiary of Previous Buyer and pursuant to that certain Contribution Agreement effective as of December 1, 2012 (the “Contribution Agreement”), Previous Buyer contributed to Buyer all Receivables of Previous Buyer. Each of the Originators and the Buyer intend that all transfers of Receivables hereunder, be true sales to the Buyer by such Originator of the Receivables originated by it, providing the Buyer with the full benefits of ownership of such Receivables, and none of the Originators nor the Buyer intends these transactions to be, or for any purpose to be characterized as, loans from the Buyer to such Originator. Each of the Originators acknowledges that from and after the date hereof, the “Acquisition Agreement”), dated as Buyer intends to finance purchases of March 2, 2010, among The Dow Chemical Company (the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due Receivables from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To financeOriginators, in part, from the Acquisition, the repayment proceeds of Indebtedness loans made pursuant to be repaid in connection therewith a Credit and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution Security Agreement of even date herewith (the “Equity ContributionCredit and Security Agreement”) to Holdings among the Buyer, as the borrower, Mohawk Servicing, LLC, a Delaware limited liability company, as the initial Servicer, the Lenders thereunder, the Co-Agents thereunder and SunTrust Bank, as administrative agent for the Co-Agents and the Lenders (who shallin such capacity, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection together with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required fundsits successors, the “Aggregate FundsAdministrative Agent”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:.

PRELIMINARY STATEMENTS. Pursuant The Originators now own, and from time to time hereafter will own, certain Receivables. Upon the Sale terms and Purchase Agreement conditions hereinafter set forth, (as amended to, but not including, the date hereof, the “Acquisition Agreement”), dated as of March 2, 2010, among The Dow Chemical Company a) CMC wishes (the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed i) to sell and assign to the Borrower agreed Buyer, and the Buyer wishes to purchase all of the limited liability company interests of Xxxxxx LLCfrom CMC, all of CMC’s right, title and interest in and to all of CMC’s existing and future Receivables (other than Contributed Receivables), together with the equity interests of Xxxxxx Holdings B.V., Related Security and certain intercompany notes due from the operating subsidiaries Collections with respect thereto and all proceeds of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 foregoing and (ii) Revolving Credit Loans to contribute to the Buyer’s capital all of CMC’s right, title and interest in an aggregate principal amount and to all of $240,000,000CMC’s existing and future Contributed Receivables, together with the Related Security and Collections with respect thereto and all proceeds of the foregoing, and the Buyer wishes to accept such capital contributions, and (b) each Subsidiary Originator wishes to sell and assign to the Buyer, and the Buyer wishes to purchase from such Subsidiary Originator, all of each such Subsidiary Originator’s right, title and interest in and to all existing and future Receivables, together with the Related Security and Collections with respect thereto and all proceeds of the foregoing. The Revolving Credit Facility Each Originator and the Buyer intend the transactions contemplated hereby to be true sales (and, solely in the case of any contribution by CMC pursuant to clause (a)(ii) of the immediately preceding paragraph, true contributions) of the Receivables Assets from the Originators to the Buyer, providing the Buyer with the full benefits of ownership of the Receivables Assets, and none of the Originators and the Buyer intend these transactions to be, or for any purpose to be characterized as, loans from the Buyer to any Originator secured by the Receivables Assets. Immediately following its acquisition of the Receivables Assets from the Originators, the Buyer will sell the Receivables to certain purchasers pursuant to that certain Receivables Purchase Agreement dated as of April 5, 2011 (as the same may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration of the mutual covenants and agreements herein containedtime hereafter be amended, supplemented, restated or otherwise modified, the parties hereto covenant “Purchase Agreement”) among the Buyer, the Servicer, the Purchasers and agree Xxxxx Fargo Bank, N.A., as follows:administrative agent for the Purchasers (together with its successors and permitted assigns in such capacity, the “Administrative Agent”). Receivables Sale Agreement

PRELIMINARY STATEMENTS. Pursuant NSI Enterprises now owns, and from time to time hereafter will own, Receivables. NSI Enterprises wishes to sell and assign to NSI Georgia, and NSI Georgia wishes to purchase from NSI Enterprises, all of NSI Enterprises' right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto. The parties hereto intend the transactions contemplated hereby to be true sales of the Receivables from NSI Enterprises to NSI Georgia, providing NSI Georgia with the full benefits of ownership of the Receivables, and the parties hereto do not intend these transactions to be, or for any purpose to be characterized as, loans from NSI Georgia to NSI Enterprises. Following each purchase of Receivables from NSI Enterprises, (a) NSI Georgia will sell or contribute certain of its trade receivables, including the Receivables acquired from and all rights and remedies against NSI Enterprises hereunder, to NSI Georgia's wholly-owned Subsidiary, NSI Funding, Inc., a Delaware corporation (the "SPE"), pursuant to that certain Receivables Sale and Purchase Contribution Agreement (as amended to, but not including, the date hereof, the “Acquisition Agreement”), dated as of March May 2, 2010, among The Dow Chemical Company 2001 (as the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility same may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration time hereafter be amended, supplemented, restated or otherwise modified, the "Sale and Contribution Agreement") between NSI Georgia and the SPE, and (b) the SPE will borrow and pledge its assets pursuant to that certain Credit and Security Agreement dated as of May 2, 2001 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the "Credit and Security Agreement") among the SPE, as Borrower, NSI Georgia, as initial Servicer, Blue Ridge Asset Funding Corporation ("Blue Ridge"), the banks and other financial institutions from time to time party thereto as "Liquidity Banks" and Wachovia Bank, N.A. or any successor agent appointed pursuant to the terms of the mutual covenants Credit and agreements herein containedSecurity Agreement, as agent for Blue Ridge and such Liquidity Banks (in such capacity, the parties hereto covenant and agree as follows:"Agent").

PRELIMINARY STATEMENTS. Pursuant Reference is hereby made to that certain Amended and Restated Receivables Sale Agreement dated as of October 3, 2002 by and between Seller and Buyer (the “ Earlier Receivables Sale and Purchase Agreement (as amended to, but not including, the date hereof, the “Acquisition Agreement”). Seller and Buyer have agreed to amend and restate the Earlier Receivables Sale Agreement on the terms and subject to the conditions set forth herein. Seller now owns, and from time to time hereafter will own, Receivables (including Receivables transferred pursuant to the Accu-Tech Transfer Agreement). Seller wishes to sell and assign to Buyer, and Buyer wishes to purchase from Seller, all of Seller’s right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto. Seller and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from Seller to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and Seller and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to Seller. Following the purchase of Receivables from Seller, Buyer will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Second Amended and Restated Receivables Purchase Agreement dated as of March 2May 31, 20102011 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the “ Purchase Agreement”) among The Dow Chemical Buyer, Seller, as Servicer, Falcon Asset Securitization Company LLC and Three Pillars Funding LLC, as Conduit Purchasers, the financial institutions from time to time party thereto (“ Financial Institutions” and, together with the “SellerConduit Purchasers, the ” Purchasers”), Xxxxxx LLCJPMorgan Chase Bank, Xxxxxx Holding BV N.A. (“ JPMCB”) and the BorrowerSunTrust Xxxxxxxx Xxxxxxxx, Inc., as managing agents (collectively, the Seller agreed “ Managing Agents”) and JPMCB, or any successor agent appointed pursuant to sell and the Borrower agreed to purchase all terms of the limited liability company interests of Xxxxxx LLCPurchase Agreement, all of as agent for the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller Purchasers (in such purchasecapacity, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business“ Agent”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:.

PRELIMINARY STATEMENTS. Pursuant to the Sale and Purchase Agreement (as amended to, but not including, the date hereof, the “Acquisition Agreement”), dated as of March 2, 2010, among The Dow Chemical Company (the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The US Borrower has requested that that, upon the satisfaction in full (or waiver) of the conditions precedent set forth in the applicable provisions of Article IVSection 4.01 below, the applicable Lenders extend credit (and such Lenders hereby have so agreed) to make Initial Dollar Term Loans (as defined herein) in Dollars to the US Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 400,000,000 the proceeds of which will bewere used by the Parent and its Subsidiaries (x) for working capital and general corporate purposes, including acquisitions, capital expenditures, the refinancing of Indebtedness (as defined herein) and for any other purpose not prohibited hereunder, (y) to pay Transaction Costs (as defined herein) and (iiz) Revolving Credit as additional cash on the balance sheet of Parent and its Subsidiaries. The US Borrower has further requested that, upon the satisfaction in full (or waiver) of the conditions precedent set forth in the applicable provisions of Article IVSection 4.02 below, the applicable Lenders (and such Lenders hereby have so agreed) to makemade 2023 Incremental DDTL Loans (as defined herein) in Dollars to the US Borrower in an aggregate principal amount of $240,000,000200,000,000 the proceeds of which will bewere used by the Parent and its Subsidiaries in accordance with Section 5.07 of this Agreement. On January 18, 2024, the Administrative Agent succeeded to the Original Administrative Agent (as defined below) pursuant to the Agency Assignment Agreement and, in connection therewith, the Borrower entered into the Fourth Amendment to, among other things, reflect the succession of the Administrative Agent in its role hereunder. The Revolving Credit Facility may include one UK Borrower has further requested that, upon the satisfaction in full (or more Swing Line waiver) of the conditions precedent set forth in the Third Amendment and the applicable provisions of Article IV below, the applicable Lenders (and such Lenders hereby have so agreed) to make Bridge Loans (as defined herein) in Dollars to the UK Borrower in an aggregate occurrence of the Approved Sale (as defined herein), the applicable parties to the Fifth Amendment agree (and one or more Letters such parties so agreed) to the payment of Credit from time to timethe Approved Sale Transaction Fee (as defined herein) by capitalizing such fee in accordance with the Fifth Amendment, with such fee being deemed paid concurrently with the Approved Sale. As of the effectiveness of the Fifth Amendment, the Approved Sale Transaction Fee has been paid as set forth in the Fifth Amendment such that, as of the effectiveness of the Fifth Amendment, the aggregate outstanding principal amount of $500,000,000, the proceeds of which will be used by the Parent and its Subsidiaries in accordance with Section 5.07 of this Agreementthe Initial Dollar Term Loans equals $632,918,191.88. Additionally, after the effectiveness of the Fifth Amendment Transactions Effective Time, the Borrower intends on effectuating the Approved Sale Term Loan Repurchase (as defined below). In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:: #4883-1993-4877v14882-4959-9897v.18

PRELIMINARY STATEMENTS. Pursuant The Originators now own, and from time to the Sale and Purchase Agreement (as amended totime hereafter will own, but not including, the date hereof, the “Acquisition Agreement”), dated as of March 2, 2010, among Receivables. The Dow Chemical Company (the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed Originators wish to sell and assign to the Borrower agreed Buyer, and the Buyer wishes to purchase all of from the limited liability company interests of Xxxxxx LLCOriginators, all of the equity interests of Xxxxxx Holdings B.V.Originators' right, title and certain intercompany notes due from interest in and to such Receivables, together with the operating subsidiaries of the Seller (such purchase, the “Acquisition” Related Security and Collections with respect thereto. The Originators and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with Buyer intend the transactions contemplated by hereby to be true sales of the Acquisition Agreement, on Receivables from the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings Originators to the Seller in an aggregate principal amount equal Buyer, providing the Buyer with the full benefits of ownership of the Receivables, and the Originators and the Buyer do not intend these transactions to $75,000,000 (be, or for any purpose to be characterized as, loans from the “Seller Note”). The Borrower has requested that the Lenders extend credit Buyer to the Borrower Originators. Following the purchase of Receivables from the Originators, the Buyer will sell undivided interests therein and in the form associated Related Security and Collections pursuant to that certain Receivables Purchase Agreement dated as of October 19, 2001 (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility as the same may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration time hereafter be amended, supplemented, restated or otherwise modified, the "PURCHASE AGREEMENT") among the Buyer, the Parent, as Servicer, Falcon Asset Securitization Corporation and Three Rivers Funding Corporation, as conduits (the "CONDUITS"), the funding entities from time to time party thereto as committed purchasers (the "COMMITTED PURCHASERS" and together with the Conduits, the "PURCHASERS"), the managing agents from time to time party thereto (the "MANAGING AGENTS") and Bank One, NA (Main Office Chicago) or any successor collateral agent appointed pursuant to the terms of the mutual covenants and agreements herein containedPurchase Agreement, as collateral agent for the Purchasers (in such capacity, the parties hereto covenant and agree as follows:"COLLATERAL AGENT").

PRELIMINARY STATEMENTS. Pursuant to The Borrower has entered into the Sale Second Amended and Purchase Agreement (as amended to, but not including, the date hereof, the “Acquisition Restated Credit Agreement”), dated as of March 2October 7, 2010, among The Dow Chemical Company 2010 (the “SellerExisting Credit Agreement”)) with Bank of America, Xxxxxx LLCN.A., Xxxxxx Holding BV as administrative agent, the lenders named therein (the “Existing Lenders”) and the Borrowerother parties thereto. Pursuant to the Bushnell Stock Purchase Agreement, the Seller agreed to sell and the Borrower has agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V.Bushnell from MidOcean Bushnell Holdings, and certain intercompany notes due from L.P., a Delaware limited partnership. In order to finance the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Bushnell Acquisition and to pay the fees finance its ongoing working capital and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required fundsgeneral corporate purposes, the “Aggregate Funds”); provided that Borrower has requested, and the calculation of Lenders have agreed, to further amend and restate the amount of Existing Credit Agreement in order to permit the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings Lenders to extend credit subject to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower conditions set forth herein in the form of (ia) Term Loans to the Borrower as provided herein and (b) Revolving Credit Loans to the Borrower as provided herein and ending on the Maturity Date of which, at any time, not more than (i) $300,000,000 in an aggregate principal principal, notional or stated amount may be in the form of $800,000,000 L/C Credit Extensions provided by the L/C Issuers, and (ii) Revolving Credit Loans $40,000,000 in an aggregate principal amount may be in the form of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans provided by the Swing Line Lenders. By execution of this Agreement, each of the Lenders shall be deemed to have assumed from each of the Existing Lenders, as of the Restatement Closing Date, an undivided interest in all of the rights and one or more Letters obligations of the Existing Lenders under the Existing Credit from time Agreement such that, after giving effect to timesuch sale and assignment as of the Restatement Closing Date, the Commitments of and the amount of Borrowings owing to each of the Lenders will be set forth on Schedule 2.01. Alliant Techsystems Inc. Credit Agreement In consideration of the mutual covenants and agreements herein containedcontained and subject to the satisfaction of the conditions set forth in Section 4.01, the parties hereto covenant agree to amend and agree restate the Existing Credit Agreement, in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant Reference is hereby made to that certain Receivables Sale Agreement dated as of December 31, 2002 (the “Original Receivables Sale Agreement”), by and Purchase Agreement among Insight Direct USA, Inc., an Arizona corporation (as amended to“Insight Direct Arizona”), but not includingComark Corporate Sales, Inc., an Illinois corporation (“Comark Corporate Sales”), Insight Services Corporation, an Arizona corporation (“ISC”), Comark Government and Education Sales, Inc., an Illinois corporation (“CGE”), Comark, Inc., an Illinois corporation (“Comark”) (each of Insight Direct Arizona, Comark Corporate Sales, ISC, CGE and Comark, an “Original Originator” and collectively, the “Original Originators”), and Buyer. On or prior to the date hereof, (i) Insight Public Sector, Inc., an Arizona corporation, merged with and into CGE with the surviving entity being CGE, and CGE has changed its name to Insight Public Sector, Inc. (“Acquisition AgreementInsight Public”), dated as of March 2and (ii) Insight Direct Arizona, 2010ISC and Comark merged with and into Comark Corporate Sales, among The Dow Chemical Company (with the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V.surviving entity being Comark Corporate Sales, and certain intercompany notes due from the operating subsidiaries Comark Corporate Sales has changed its name to Insight Direct USA, Inc. (“Insight Direct”) (each of the Seller (such purchaseInsight Direct and Insight Public, an “Originator” and collectively, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller NoteOriginators”). The Borrower has requested that Originators and the Lenders extend credit Buyer have agreed to amend and restate the Original Receivables Sale Agreement on the terms and subject to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 conditions set forth herein. Each Originator now owns, and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to timetime hereafter will own, Receivables. In consideration Each Originator wishes to sell and assign to Buyer, and Buyer wishes to purchase from each Originator, all of such Originator’s right, title and interest in and to such Receivables (to the extent not already sold and assigned pursuant to the Original Receivables Sale Agreement), together with the Related Security and Collections with respect thereto. The Originators and Buyer intend the transactions contemplated hereby to be true sales of the mutual covenants Receivables from the Originators to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and agreements herein containedthe Originators and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to the Originators. Following the purchase of Receivables from the Originators, Buyer will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Receivables Purchase Agreement dated as of December 31, 2002 (as amended as of the date hereof and as the same may from time to time be amended, supplemented, restated or otherwise modified, the parties hereto covenant “Purchase Agreement”) among Buyer, Insight Enterprises, Inc., as Servicer, the financial institutions from time to time party thereto as “Purchasers,” and agree Xxxxx Fargo Bank, National Association or any successor agent appointed pursuant to the terms of the Purchase Agreement, as follows:agent for such Purchasers (in such capacity, the “Agent”).

PRELIMINARY STATEMENTS. Pursuant Each Originator now owns, and from time to time hereafter will own, Receivables. Such Originator wishes to sell and assign to Buyer, and Buyer wishes to purchase from such Originator, all of such Originator's right, title and interest in and to such Receivables, together with the Sale Related Security (except for Restricted Contracts) and Collections with respect thereto. Each Originator and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from such Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and the Originators and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to any Originator. Following the purchase of Receivables from the Originators, Buyer will sell undivided interests therein and in the associated Related Security (except for Restricted Contracts) and Collections pursuant to that certain Receivables Purchase Agreement (as amended to, but not including, the date hereof, the “Acquisition Agreement”), dated as of March 219, 2010, among The Dow Chemical Company 2002 (as the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility same may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration time hereafter be amended, supplemented, restated or otherwise modified, the "Purchase Agreement") among Buyer, Arch Chemicals, Inc., ("Arch Chemicals"), as initial Servicer, Blue Ridge Asset Funding Corporation ("Blue Ridge"), the banks and other financial institutions from time to time party thereto as "Liquidity Banks" and Wachovia Bank, N.A. or any successor agent appointed pursuant to the terms of the mutual covenants Purchase Agreement, as agent for Blue Ridge and agreements herein containedsuch Liquidity Banks (in such capacity, the parties hereto covenant and agree as follows:"Agent").

PRELIMINARY STATEMENTS. Pursuant Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the Sale “Agreement” refer to this Agreement, as amended, supplemented or otherwise modified from time to time. The Seller (i) desires to sell, transfer and assign an undivided percentage interest in a pool of receivables, and the Purchasers desire to acquire such undivided percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Purchasers and (ii) may, subject to the terms and conditions hereof, request that an LC Bank issue or cause the issuance of one or more Letters of Credit. This Agreement amends and restates in its entirety, as of the Closing Date, the Amended and Restated Receivables Purchase Agreement Agreement, dated as of December 16, 2011 (as amended toamended, but not including, supplemented or otherwise modified prior to the date hereof, the “Acquisition Prior Agreement”), dated as of March 2, 2010, among The Dow Chemical Company (the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell Servicer, the various conduit purchasers, related committed purchasers, LC participants and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V.purchaser agents party thereto, and certain intercompany notes due from BNS, as the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Fundsadministrator. In connection with the transactions contemplated by amendment and restatement of the Acquisition Prior Agreement, BNS, solely in its capacity as the administrator, has assigned all of its rights and obligations as administrator under the Prior Agreement and each of the other Transaction Documents pursuant to that certain Assignment and Assumption Agreement, dated on or about the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 date hereof (the “Seller NoteAssignment and Assumption Agreement”). The Borrower has requested , among the Seller, the Servicer, the Performance Guarantor, BNS, PNC, Liberty Street, Credit Agricole and Atlantic, and the parties thereto desire that the Lenders extend credit PNC, and PNC by its execution and delivery of its signature to the Borrower in Assignment and Assumption Agreement and this Agreement hereby agrees to, become the form Administrator. Notwithstanding the amendment and restatement of the Prior Agreement by this Agreement, (i) Term Loans the Seller and the Servicer shall continue to be liable to each of the Indemnified Parties and Affected Persons for the fees and expenses payable by the Seller and/or the Servicer, as applicable, which are accrued and unpaid under the Prior Agreement on the date hereof (collectively, the “Prior Agreement Outstanding Amounts”) and all agreements to indemnify such parties in an aggregate principal amount connection with events or conditions arising or existing prior to the effective date of $800,000,000 this Agreement and (ii) Revolving Credit Loans the security interest in an aggregate principal amount favor of $240,000,000the Administrator created under the Prior Agreement shall remain in full force and effect as security for such Prior Agreement Outstanding Amounts until such Prior Agreement Outstanding Amounts shall have been paid in full. The Revolving Credit Facility may include one Upon the effectiveness of this Agreement, each reference to the Prior Agreement in any other document, instrument or more Swing Line Loans agreement shall mean and one be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or more Letters of Credit from time to timeotherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Prior Agreement. In consideration of the mutual agreements, provisions and covenants and agreements herein containedcontained herein, the sufficiency of which is hereby acknowledged, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant Originator from time to time originates Receivables. Originator and Buyer are parties to the Sale Existing RSA, pursuant to which Originator sells and assigns to Buyer, and Buyer purchases from Originator, all of Originator’s right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto. Originator and Buyer desire to amend and restate the Existing RSA, effective as of August 16, 2018 (the “Amendment Date”), on the terms and conditions set forth herein. Originator and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and Originator and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to Originator. Buyer from time to time sells undivided interests in the Receivables and in the associated Related Security and Collections pursuant to that certain Fourth Amended and Restated Receivables Purchase Agreement Agreement, dated as of August 16, 2018 (as amended tothe same may from time to time hereafter be amended, but not includingsupplemented, the date hereofrestated or otherwise modified, the “Acquisition Purchase Agreement”), dated among Buyer, Originator, as of March 2, 2010, among The Dow Chemical Company (the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the BorrowerServicer, the Seller agreed Companies from time to sell time party thereto, the Financial Institutions from time to time party thereto and Xxxxx Fargo Bank, N.A. or any successor agent appointed pursuant to the Borrower agreed to purchase all terms of the limited liability company interests of Xxxxxx LLCPurchase Agreement, all of the equity interests of Xxxxxx Holdings B.V., as agent for such Companies and certain intercompany notes due from the operating subsidiaries of the Seller such Financial Institutions (in such purchasecapacity, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired BusinessAgent”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:.

PRELIMINARY STATEMENTS. Pursuant Each of the parties hereto entered into a certain Receivables Purchase Agreement, dated as of December 19, 2000 (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement"). Interface Americas, Inc. ("Interface Americas") desires to become a party to the Sale Transfer Agreement as an Original Seller as of the date hereof upon the terms and Purchase Agreement conditions set forth therein and herein. Prince Street Technologies, Ltd. and Bentley Mills, Inc. ("Bentley"), each an Xxxxinal Seller under the Transfer Agreement, desire to merge, effective as amended to, but not including, of 11:59 p.m. on the date hereof, with Bentley being the “Acquisition Agreement”), dated as of March 2, 2010, among The Dow Chemical Company surviving corporation (the “Seller”"Merger"), Xxxxxx LLC, Xxxxxx Holding BV . Originator desires to enter into a certain First Amendment and Limited Waiver to Receivables Transfer Agreement of even date herewith (the "Transfer Agreement Amendment") in order to permit the Merger and the Borroweraddition of Interface Americas as an Original Seller. Buyer desires to enter into a certain Limited Waiver to Receivables Sale Agreement of even date herewith (the "Sale Agreement Limited Waiver") in order to permit the Merger and the addition of Interface Americas as an Original Seller. Under the terms of the Purchase Agreement, the Seller agreed to sell and the Borrower agreed to purchase all consent of the limited liability company interests of Xxxxxx LLCAgent and each Purchaser (collectively, all the "Consenting Parties") is required in order for Originator to enter into the Transfer Agreement Amendment, which consent the Originator has requested, and for the Seller to enter into the Sale Agreement Limited Waiver, which consent the Seller has requested. In addition, each of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from parties hereto now desires to amend the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses Purchase Agreement in connection with the Transactionforegoing, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution subject to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition terms and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required fundsconditions hereof, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise as more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:particularly described herein.

PRELIMINARY STATEMENTS. Pursuant Reference is hereby made to that certain Receivables Sale Agreement dated as of December 31, 2002 (the “Original Receivables Sale Agreement”), by and Purchase Agreement among Insight Direct USA, Inc., an Arizona corporation (as amended to“Insight Direct Arizona”), but not includingComark Corporate Sales, Inc., an Illinois corporation (“Comark Corporate Sales”), Insight Services Corporation, an Arizona corporation (“ISC”), Comark Government and Education Sales, Inc., an Illinois corporation (“CGE”), Comark, Inc., an Illinois corporation (“Comark”) (each of Insight Direct Arizona, Comark Corporate Sales, ISC, CGE and Comark, an “Original Originator” and collectively, the “Original Originators”), and Buyer. On or prior to the date hereof, (i) Insight Public Sector, Inc., an Arizona corporation, merged with and into CGE with the surviving entity being CGE, and CGE has changed its name to Insight Public Sector, Inc. (“Acquisition AgreementInsight Public”), dated as of March 2and (ii) Insight Direct Arizona, 2010ISC and Comark merged with and into Comark Corporate Sales, among The Dow Chemical Company (with the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V.surviving entity being Comark Corporate Sales, and certain intercompany notes due from the operating subsidiaries Comark Corporate Sales has changed its name to Insight Direct USA, Inc. (“Insight Direct”) (each of the Seller (such purchaseInsight Direct and Insight Public, an “Originator” and collectively, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller NoteOriginators”). The Borrower has requested that Originators and the Lenders extend credit Buyer have agreed to amend and restate the Original Receivables Sale Agreement on the terms and subject to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 conditions set forth herein. Each Originator now owns, and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to timetime hereafter will own, Receivables. In consideration Each Originator wishes to sell and assign to Buyer, and Buyer wishes to purchase from each Originator, all of such Originator’s right, title and interest in and to such Receivables (to the extent not already sold and assigned pursuant to the Original Receivables Sale Agreement), together with the Related Security and Collections with respect thereto. The Originators and Buyer intend the transactions contemplated hereby to be true sales of the mutual covenants Receivables from the Originators to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and agreements herein containedthe Originators and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to the Originators. Following the purchase of Receivables from the Originators, Buyer will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Receivables Purchase Agreement dated as of December 31, 2002 (as amended as of the date hereof and as the same may from time to time be amended, supplemented, restated or otherwise modified, the parties hereto covenant “Purchase Agreement”) among Buyer, Insight Enterprises, Inc., as Servicer, Jupiter Securitization Corporation (“Jupiter”), the financial institutions from time to time party thereto as “Financial Institutions” and agree Bank One, NA (Main Office Chicago) or any successor agent appointed pursuant to the terms of the Purchase Agreement, as follows:agent for Jupiter and such Financial Institutions (in such capacity, the “Agent”).

PRELIMINARY STATEMENTS. Pursuant Each Originator now owns, and from time to time hereafter will own, Receivables. Each Originator wishes to sell and assign to Buyer, and Buyer wishes to purchase from such Originator, all of such Originator's right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto. Prior to the Effective Date, the Originators sold and assigned to the Buyer certain other Receivables pursuant to the Prior Sale and Purchase Agreement (as amended todefined herein). The Originators and Buyer intend the transactions contemplated hereby and by the Prior Sale Agreement to be true sales of the Receivables from the applicable Originator to Buyer, but providing Buyer with the full benefits of ownership of the Receivables, and the Originators and Buyer do not includingintend these transactions to be, or for any purpose to be characterized as, loans from Buyer to the date hereofapplicable Originator. Following the purchase of Receivables from the Originators, Buyer will sell undivided interests therein and in the “Acquisition Agreement”), associated Related Security and Collections pursuant to that certain Receivables Purchase Agreement dated as of March 2, 2010, among The Dow Chemical Company the date hereof (as the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility same may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration time hereafter be amended, supplemented, restated or otherwise modified, the "Receivables Purchase Agreement") among Buyer, ACBL, as Servicer, Jupiter Securitization Corporation ("Company"), the financial institutions from time to time party thereto as "Financial Institutions" and Bank One, NA (Main Office Chicago) or any successor agent appointed pursuant to the terms of the mutual covenants Receivables Purchase Agreement, as agent for Company and agreements herein containedsuch Financial Institutions (in such capacity, the parties hereto covenant and agree as follows:"Agent").

PRELIMINARY STATEMENTS. Pursuant Each Originator now owns, and from time to time hereafter will own, Originated Receivables. Each Originator wishes to sell and assign to Buyer, and Buyer wishes to purchase from such Originator, all of such Originator’s right, title and interest in and to certain of such Originated Receivables, together with the Related Security and Collections with respect thereto. Each Originator and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from such Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and neither of the Originators nor Buyer intends these transactions to be, or for any purpose to be characterized as, loans from Buyer to any Originator. Following each purchase of Receivables from the Originators, Buyer will sell Receivables and the associated Related Security and Collections pursuant to that certain Third Amended and Restated Receivables Purchase Agreement dated as of December 3, 2010 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the “Purchase Agreement”) among Buyer, as seller, the Servicer (as defined therein), the conduits from time to time party thereto as “Conduits”, the financial institutions from time to time party thereto as “Financial Institutions”, the purchaser agents from time to time party thereto as “Purchaser Agents” and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch (as assignee of JPMorgan Chase Bank, N.A.), as agent for the Conduits and Financial Institutions or any successor agent appointed pursuant to the Sale and terms of the Purchase Agreement (as amended toin such capacity, but not including, the date hereoftogether with any successors or assigns, the “Acquisition AgreementAgent”), dated as of March 2, 2010, among The Dow Chemical Company (the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:.

PRELIMINARY STATEMENTS. Pursuant Each of the Originators now owns, and from time to time hereafter will originate certain Receivables and other rights related thereto. Each of the Originators wishes to sell and assign to the Sale Buyer, and the Buyer wishes to purchase from each of the Originators, all of such Originators right, title and interest in and to such Receivables, whether now owned and existing or hereafter arising. Each of the Originators and the Buyer believes that it is in their mutual best interests for such Originator to sell its Receivables to the Buyer and for the Buyer to purchase such Receivables. The Buyer shall, on each applicable Purchase Agreement (as amended toDate, but not includingpurchase all of each Originator's right, title and interest in and to such Originator's Receivables existing on such date and all Related Security and Collections associated therewith and the proceeds thereof. Each of the Originators and the Buyer intends the transactions contemplated hereby to be true sales of Receivables from such Originator to the Buyer, providing the Buyer with the full benefits of ownership of the Receivables, and neither of the Originators nor the Buyer intends these transactions to be, or for any purpose to be characterized as, loans from the Buyer to either or both of the Originators. Upon each purchase of Purchased Assets from an Originator, the date hereofBuyer will sell Purchased Assets, the “Acquisition Agreement”), pursuant to that certain Receivables Sale Agreement dated as of March 2September ___, 2010, among The Dow Chemical Company 2001 (as the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility same may include one or more Swing Line Loans and one or more Letters of Credit from time to timetime hereafter be amended, supplemented, restated or otherwise modified, the "Sale Agreement") between WFLLC, as seller, and WNC Funding LLC, as purchaser (hereinafter sometimes called "Funding" or "Purchaser"). In consideration Contemporaneously therewith, Funding will sell undivided interests in such Purchased Assets and will pledge all of its rights, titles and interests therein to the Agent on behalf of North Coast and the Surety Provider pursuant to that certain Receivables Purchase Agreement dated as of October 4, 2001 (as the same may be amended or supplemented (the "Purchase Agreement"), North Coast Funding LLC ("North Coast"), XL Capital Assurance Inc. ("Surety Provider"), and National City Bank, or any successor agent appointed under Article IX of the mutual covenants Purchase Agreement, as agent for North Coast and agreements herein containedthe Surety Provider (in such capacity, the parties hereto covenant and agree "Agent"). WFLLC will act as follows:Servicer of the Purchased Assets.

PRELIMINARY STATEMENTS. Pursuant to (i) the Business Sale and Purchase Agreement Agreement, dated as of December 20, 2011 (as amended toamended, but not including, the date hereofsupplemented or modified from time to time, the “Acquisition Agreement”), dated as by and among Holdings, on the one hand, and GlaxoSmithKline LLC, a company incorporated under the laws of March 2the state of Delaware, 2010and the other sellers identified therein (collectively, among The Dow Chemical Company (the “Seller”), Xxxxxx LLCa Subsidiary Guarantor to whom Holdings will, Xxxxxx Holding BV at or prior to the Closing Date, assign its rights and obligations under the BorrowerAcquisition Agreement (the “BSPA Assignment”) will acquire (the “Acquisition”) the Acquired Business and (ii) the Business Sale and Purchase Agreement, the Seller agreed dated as of December 20, 2011 (as amended, supplemented or modified from time to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchasetime, the “Acquisition” Split Brands Acquisition Agreement”), by and among Holdings, on the one hand, and the limited liability company interests and equity interests Seller, Holdings has agreed to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution acquire (the “Equity ContributionSplit Brands Acquisition”) to Holdings the Split Brands prior the Split Brands Cutoff Date (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borroweras defined herein) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that that, substantially simultaneously with the consummation of the Acquisition, the Lenders extend credit to the Borrower in the form of Term B Loans (ias this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below) Term Loans on the Closing Date in an initial aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000660,000,000. The Revolving Credit Facility may include one or more Swing Line Loans proceeds of the Term B Loans, together with the proceeds of the issuance of the Senior Notes will be used by the Borrower to pay the consideration in connection with the Acquisition and one or more Letters of Credit from time Transaction Expenses. The applicable Lenders have indicated their willingness to timelend on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant to the Sale and Purchase Agreement (as amended to, but not including, the date hereof, the “Acquisition Agreement”), dated as of March 2, 2010, among The Dow Chemical Company (the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of Banks (i) Term to amend and restate the Existing Credit Agreements (as hereafter defined) on the Initial Funding Date as a revolving credit facility on the same terms and conditions set forth in the Existing Credit Agreements (the "Initial Amendment and Restatement"), which Initial Amendment and Restatement is evidenced in full pursuant to this paragraph, and to make Loans in an aggregate principal amount of $800,000,000 equal to the "Available Commitments" (such term having the same meaning as set forth in the Existing 3-Year Credit Agreement) pursuant to such Initial Amendment and Restatement (such Loans being the "Initial Amendment and Restatement Revolving Loans"), and (ii) Revolving Credit Loans immediately thereafter to amend and restate the Initial Amendment and Restatement to provide the credit facility hereinafter described in an aggregate principal the amount of $240,000,000and on the terms and conditions set forth herein. The Revolving Credit Facility may include one Banks have so agreed on the terms and conditions set forth herein, and the Agents have agreed to act as agents for the Lenders on such terms and conditions. The parties hereto acknowledge and agree that neither Consumers (as hereinafter defined) nor any of its Subsidiaries (as hereinafter defined) will be a party to, or more Swing Line Loans will in any way be bound by any provision of, this Agreement or any other Loan Document (as hereinafter defined), and one that no Loan Document will be enforceable against Consumers or more Letters any of Credit from time to timeits Subsidiaries or their respective assets. In consideration of the mutual covenants and agreements herein containedAccordingly, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant Bowater now owns, and from time to time hereafter will own, Receivables. Bowater wishes to sell to BAI, and BAI wishes to sell and contribute to Buyer (each of Buyer and BAI being sometimes hereinafter referred to as a "Transferee" with respect any such sale or contribution), all of their respective right, title and interest in and to all Receivables originated by Bowater from and after the Initial Cutoff Date through and including the Termination Date, together with the Related Security and Collections with respect thereto. In addition, BAI now owns, and from time to time hereafter will own, Receivables. BAI wishes to sell and contribute to Buyer, all of its right, title and interest in and to all Receivables originated by BAI from and after the Initial Cutoff Date through and including the Termination Date, together with the Related Security and Collections with respect thereto. Each of the parties hereto intends the transactions contemplated hereby to be true sales or true contributions by the applicable Seller to the Sale applicable Transferee of the Receivables originated or acquired (in each case, as applicable) by it, providing the applicable Transferee with the full benefits of ownership of such Receivables, and Purchase none of the parties intends these transactions to be, or for any purpose to be characterized as, loans from any of the Transferees to any of the Sellers. Buyer plans to finance its purchases of Receivables hereunder by borrowing under that certain Amended and Restated Loan Agreement (as amended to, but not including, the date hereof, the “Acquisition Agreement”), dated as of March 2December 1, 2010, among The Dow Chemical Company 2005 (as the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility same may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration of the mutual covenants and agreements herein containedtime hereafter be amended, supplemented, restated or otherwise modified, the parties hereto covenant "Loan Agreement") among (a) Buyer, as borrower, (b) Bowater, as initial servicer, (c) Three Pillars Funding LLC, Variable Funding Capital Company LLC, SunTrust Bank and agree Wachovia Bank, National Association, as follows:lenders (together with their respective successors and assigns, the "Lenders"), (d) SunTrust Bank and Wachovia Bank, National Association, as "LC Issuers," (e) SunTrust Capital Markets, Inc. and Wachovia Bank, National Association, as "Co-Agents," and (f) SunTrust Capital Markets, Inc., as administrative agent (in such capacity, together with its successor and assigns in such capacity, the "Administrative Agent" and, together with the Co-Agents, the "Agents").

PRELIMINARY STATEMENTS. Pursuant Originator from time to time originates Receivables. Originator and Buyer are parties to that certain Receivables Sale Agreement, dated as of June 28, 2001 (the Sale “Initial Closing Date”), as last amended by Amendment No. 10 thereto, dated as of December 30, 2016 (the “Existing RSA”), pursuant to which Originator sells and assigns to Buyer, and Buyer purchases from Originator, all of Originator’s right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto. Originator and Buyer desire to amend and restate the Existing RSA, effective as of February 27, 2017 (the “Amendment Date”), on the terms and conditions set forth herein. Originator and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and Originator and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to Originator. Buyer from time to time sells undivided interests in the Receivables and in the associated Related Security and Collections pursuant to that certain Third Amended and Restated Receivables Purchase Agreement Agreement, dated as of February 27, 2017 (as amended tothe same may from time to time hereafter be amended, but not includingsupplemented, the date hereofrestated or otherwise modified, the “Acquisition Purchase Agreement”), dated among Buyer, Originator, as of March 2, 2010, among The Dow Chemical Company (the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the BorrowerServicer, the Seller agreed Companies from time to sell time party thereto, the Financial Institutions from time to time party thereto and JPMorgan Chase Bank, N.A. or any successor agent appointed pursuant to the Borrower agreed to purchase all terms of the limited liability company interests of Xxxxxx LLCPurchase Agreement, all of the equity interests of Xxxxxx Holdings B.V., as agent for such Companies and certain intercompany notes due from the operating subsidiaries of the Seller such Financial Institutions (in such purchasecapacity, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired BusinessAgent”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:.

PRELIMINARY STATEMENTS. Pursuant Each Originator now owns, and from time to time hereafter will own, Originated Receivables. Each Originator wishes to sell and assign to Buyer, and Buyer wishes to purchase from such Originator, all of such Originator's right, title and interest in and to certain of such Originated Receivables, together with the Related Security and Collections with respect thereto. Each Originator and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from such Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and neither of the Originators nor Buyer intends these transactions to be, or for any purpose to be characterized as, loans from Buyer to any Originator. Following each purchase of Receivables from the Originators, Buyer will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Receivables Purchase Agreement dated as of May 10, 2002 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the "Purchase Agreement") among Buyer, the Servicer (as defined therein), the Conduit (as defined therein), the financial institutions from time to time party thereto as "Financial Institutions" and Bank One, NA (Main Office Chicago), as agent for the Conduit and Financial Institutions or any successor agent appointed pursuant to the Sale and terms of the Purchase Agreement (as amended to, but not includingin such capacity, the date hereof, the “Acquisition Agreement”"Agent"), dated as of March 2, 2010, among The Dow Chemical Company (the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:.

PRELIMINARY STATEMENTS. Pursuant to the a Receivables Sale and Purchase Agreement (as amended to, but not including, the date hereof, the “Acquisition Agreement”), dated as of March 2September 7, 20102004, by and among The Dow Chemical Company Equifax Inc., a Georgia corporation (the “Seller”"PARENT"), Xxxxxx Equifax Information Services LLC, Xxxxxx Holding BV a Georgia limited liability company ("EIS"), Equifax Direct Marketing Solutions, a Georgia limited liability company, Equifax Information Services of Puerto Rico Inc., a Georgia corporation, and Compliance Data Center, Inc., a Georgia corporation (each of the Borrowerforegoing, an "ORIGINATOR" and collectively, the "ORIGINATORS"), and Equifax Capital Management, Inc., a Georgia corporation ("BUYER") (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the "FIRST STEP RECEIVABLES SALE AGREEMENT"), Seller agreed has acquired from the Originators, and from time to time hereafter will acquire from the Originators, Receivables, together with the Related Security and Collections with respect thereto. Seller wishes to sell and the Borrower agreed assign to Buyer, and Buyer wishes to purchase all of the limited liability company interests of Xxxxxx LLCfrom Seller, all of the equity interests of Xxxxxx Holdings B.V.Seller's right, title and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, interest in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection the Receivables, together with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition Related Security and to pay the fees Collections with respect thereto. Seller and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with Buyer intend the transactions contemplated hereby to be true sales to Buyer by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration of the mutual covenants Receivables, providing Buyer with the full benefits of ownership of such Receivables, and agreements herein containedneither Seller nor Buyer intends these transactions to be, or for any purpose to be characterized as, loans from Buyer to Seller. Buyer may finance a portion of the parties hereto covenant Purchase Price of the Receivables by pledging the Receivables and agree as follows:borrowing under the Credit and Security Agreement.

PRELIMINARY STATEMENTS. Pursuant Each of Chatham, Pandel and Interface Architectural (each, a "New Original Seller" and, collectively, the "New Original Sellers" now owns, and from time to time hereafter will own, Receivables. Each of Bentley, Guilford and Interface Flooring is a party to a Transfer Agreement, each dated August 4, 1995, between such Original Seller and Buyer, and each of Intek, Prince Street and Toltec (each, an "Existing Original Seller" and, together with Bentley, Guilford and Interface Flooring, collectively, the Sale "Existing Original Sellers") is party to a Transfer Agreement, each dated December 27, 1996, between such Original Seller and Purchase Agreement Originator (each such Transfer Agreement, as previously amended to, but not including, or modified and as in effect on the date hereof, an "Existing Agreement" and, collectively, the “Acquisition "Existing Agreements"), pursuant to which the Originator purchases receivables from such Existing Original Seller in accordance with the terms thereof. Each of the Existing Original Sellers wishes to terminate its respective Existing Agreement in accordance with the terms thereof, and to enter into this Agreement on the terms and conditions set forth herein, pursuant to which the New Original Sellers and the Existing Original Sellers will sell to Originator and Originator will purchase from such New Original Sellers and Existing Original Sellers their respective Receivables, together with the Related Security and Collections with respect thereto, in accordance with the terms and conditions thereof. Each the Original Sellers and Originator intend the transactions contemplated hereby to be true sales of the Receivables from each such Original Seller to Originator, providing Originator with the full benefits of ownership of the Receivables, and neither any of the Original Sellers nor Originators intend these transactions to be, or for any purpose to be characterized as, loans from Originator to any Original Seller. Following the purchase of Receivables from the Original Sellers, (a) Originator will sell to Interface Securitization Corporation ("SPV") and SPV will purchase from Originator, all of Originator's right, title and interest in and to the Receivables, Related Security and Collections purchased by Originator pursuant to the terms of a certain Receivables Sales Agreement”), dated as of March 2the date hereof, 2010between Originator and SPV (as amended, among The Dow Chemical Company (the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one restated or more Swing Line Loans and one or more Letters of Credit otherwise modified from time to time. In consideration , the "Receivables Sale Agreement") in accordance with the terms thereof and (b) SPV will sell undivided interests therein pursuant to that certain Receivables Purchase Agreement dated as of the mutual covenants and agreements herein containeddate hereof (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the parties hereto covenant "Purchase Agreement") among SPV, Interface, Inc., as Servicer, Jupiter Securitization Corporation ("Company"), the financial institutions from time to time party thereto as "Financial Institutions" and agree Bank One, NA (Main Office Chicago) or any successor agent appointed pursuant to the terms of the Purchase Agreement, as follows:agent for Company and such Financial Institutions (in such capacity, the "Agent").

PRELIMINARY STATEMENTS. Pursuant Each of the Original Sellers now owns, and from time to time hereafter will own, Receivables. Each of the Original Sellers wishes sell to Interface, and Interface wishes to purchase from such Original Seller, its respective Receivables, together with the Related Security and Collections with respect thereto, in accordance with the terms and conditions hereof. Each the Original Sellers and Interface intend the transactions contemplated hereby to be true sales of the Receivables from each such Original Seller to Interface, providing Interface with the full benefits of ownership of the Receivables, and neither any of the Original Sellers nor Interfaces intend these transactions to be, or for any purpose to be characterized as, loans from Interface to any Original Seller. Following the purchase of Receivables from the Original Sellers, (a) Interface will sell or contribute to Interface Securitization Corporation ("SPV") and SPV will purchase from Interface, all of Interface's right, title and interest in and to the Sale Receivables, Related Security and Purchase Agreement (Collections purchased by Interface pursuant to the terms of a certain Receivables Sales Agreement, dated as amended to, but not including, of the date hereof, the “Acquisition Agreement”)between Interface and SPV (as amended, dated as of March 2, 2010, among The Dow Chemical Company (the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one restated or more Swing Line Loans and one or more Letters of Credit otherwise modified from time to time. In consideration , the "RECEIVABLES SALE AGREEMENT") in accordance with the terms thereof and (b) SPV will grant a security interest in the Receivables, Related Security and Collections pursuant to that certain Loan Agreement dated as of the mutual covenants and agreements herein containeddate hereof (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the parties hereto covenant "LOAN AGREEMENT") among SPV, Interface, as Servicer, Three Pillars Funding Corporation ("LENDER"), and agree SunTrust Capital Markets, Inc. or any successor administrator appointed pursuant to the terms of the Loan Agreement, as follows:agent and administrator for Lender (in such capacity, the "ADMINISTRATOR").

PRELIMINARY STATEMENTS. Pursuant Bowater now owns, and from time to time hereafter will own, Receivables. Bowater wishes to sell to BAI and contribute to Lake Superior, Lake Superior wishes to contribute to BAI, and BAI wishes to sell and contribute to Buyer (each of Buyer, BAI and Lake Superior being sometimes hereinafter referred to as a "TRANSFEREE" with respect any such sale or contribution), all of their respective right, title and interest in and to all Receivables originated by Bowater from and after the Initial Cutoff Date through and including the Termination Date, together with the Related Security and Collections with respect thereto. In addition, BAI now owns, and from time to time hereafter will own, Receivables. BAI wishes to sell and contribute to Buyer, all of its right, title and interest in and to all Receivables originated by BAI from and after the Initial Cutoff Date through and including the Termination Date, together with the Related Security and Collections with respect thereto. Each of the parties hereto intends the transactions contemplated hereby to be true sales or true contributions by the applicable Seller to the Sale applicable Transferee of the Receivables originated or acquired (in each case, as applicable) by it, providing the applicable Transferee with the full benefits of ownership of such Receivables, and Purchase none of the parties intends these transactions to be, or for any purpose to be characterized as, loans from any of the Transferees to any of the Sellers. Buyer plans to finance its purchases of Receivables hereunder by borrowing under that certain Loan Agreement (as amended to, but not including, the date hereof, the “Acquisition Agreement”), dated as of March 2December 19, 2010, among The Dow Chemical Company 2002 (as the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility same may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration of the mutual covenants and agreements herein containedtime hereafter be amended, supplemented, restated or otherwise modified, the parties hereto covenant "LOAN AGREEMENT") among (a) Buyer, as borrower, (b) Bowater, as initial servicer, (c) Three Pillars Funding Corporation, Blue Ridge Asset Funding Corporation, SunTrust Bank and agree Wachovia Bank, National Association (together with their respective successors and assigns, the "LENDERS"), (d) SunTrust Capital Markets, Inc. and Wachovia Bank, National Association, as follows:"CO-AGENTS," and (e) SunTrust Capital Markets, Inc., as administrative agent (in such capacity, together with its successor and assigns in such capacity, the "ADMINISTRATIVE AGENT" and, together with the Co-Agents, the "AGENTS").

PRELIMINARY STATEMENTS. Pursuant to the Sale Original Agreement, on the Original Funding Date, Sunbeam contributed certain Receivables (the “Original Contributed Receivables”) to the capital of Buyer, and Purchase Agreement Coleman sold certain Receivables (as amended tothe “Original Purchased Receivables”) to Borrower in consideration for the purchase price set forth in the Original Agreement. After the Original Funding Date, but not includingColeman and Sunbeam sold additional Receivables (the “Original Additional Purchased Receivables” and, together with the date hereofOriginal Contributed Receivables and the Original Purchased Receivables, the “Acquisition Original Receivables”) to Buyer in consideration for the purchase price set forth in the Original Agreement. From and after the Original Funding Date and prior to the Second Restatement Effective Date, no further contributions of Receivables were made by Sunbeam. On the Restatement Effective Date, the Restatement Date Originators sold initial Receivables (the “Initial Purchased Restatement Date Receivables”)) to the Buyer and after the Restatement Effective Date Sunbeam, Coleman and the Restatement Originators sold additional Receivables (the “Additional Purchased Restatement Date Receivables”) to the Buyer in consideration for the purchase price set forth in the Existing Agreement. Pursuant to a Joinder Agreement, dated as of March 2September 29, 20102009, among The Dow Chemical Company the Buyer, the Originators party thereto, BRK, Lehigh, Xxxx and Miken became a party to the Existing Agreement as an Originator thereunder and became bound by the provisions thereof and accordingly sold Receivables to the Buyer pursuant to the terms of the Existing Agreement. Each of the Originators and the Buyer desire to amend and restate the Existing Agreement in its entirety. Each of the Originators now owns, and from time to time hereafter will own, Receivables. Each of the Originators wishes to sell and assign to Buyer, and Buyer wishes to purchase from such Originator, all of such Originator’s right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto. Each of the Originators and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from such Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and neither the Originators nor Buyer intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to any Originator. Buyer plans to finance its purchases of Receivables hereunder by borrowing under that certain Second Amended and Restated Loan Agreement dated as of July 29, 2010 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the “Loan Agreement”) among Buyer, as borrower, JARDEN CORPORATION, a Delaware corporation, as initial servicer (the “SellerInitial Servicer”), Xxxxxx THREE PILLARS FUNDING LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the a Delaware limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., (together with its successors and certain intercompany notes due from the operating subsidiaries of the Seller (such purchasepermitted assigns, the “AcquisitionThree Pillars”), XXXXX FARGO BANK, NATIONAL ASSOCIATION (“Xxxxx Fargo” and the limited liability company interests and equity interests to be acquired pursuant theretotogether with Three Pillars, the “Acquired Business”). To financeLenders” and each individually, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity ContributionLender”) to Holdings and SUNTRUST XXXXXXXX XXXXXXXX, INC., a Tennessee corporation, as agent and administrator for the Lenders (who shallin such capacity, together with its successor and assigns in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required fundscapacity, the “Aggregate FundsAdministrator”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:.

PRELIMINARY STATEMENTS. Pursuant to the terms of that certain Receivables Purchase and Sale and Purchase Agreement dated as of October 23, 2000 (as amended toamended, but not includingthe "Existing Mohawk Agreement") by and between Mohawk Distribution, as seller, and Buyer, as buyer, Mohawk Distribution sold Receivables to Buyer. Pursuant to the terms of that certain Receivables Purchase and Sale Agreement dated as of May 14, 2002 (as amended, the "Existing First Step Dal-Tile Agreement"), by and between Dal-Tile, as seller and DTSC, Inc. ("DTSC"), as buyer, Dal-Tile sold Receivables to DTSC. Pursuant to the terms of that certain Receivables Purchase and Sale Agreement dated as of May 14, 2002 (as amended, the "Existing Second Step Dal-Tile Agreement"; together with the Existing Mohawk Agreement, the "Existing Receivables Purchase Agreements"), by and between DTSC, as seller and DT/Mohawk Funding, LLC ("DT/Mohawk Funding"), as buyer, DTSC sold Receivables acquired from Dal-Tile under the Existing First Step Dal-Tile Agreement to DT/Mohawk Funding. DT/Mohawk Funding is to merge with and into Buyer and accordingly, the parties hereto wish to amend, restate and consolidate the Existing Receivables Purchase Agreements with this Agreement. Each of the Originators party to this Agreement on the date hereof and the Buyer intended that the past transfers of Receivables under the Existing Receivables Purchase Agreements be true sales to the applicable party thereunder, and each of the Originators and the Buyer intend that all transfers of Receivables hereunder, be true sales to the Buyer by such Originator of the Receivables originated by it, providing the Buyer with the full benefits of ownership of such Receivables, and none of the Originators nor the Buyer intends these transactions to be, or for any purpose to be characterized as, loans from the Buyer to such Originator. Each of the Originators acknowledges that from and after the date hereof, the “Acquisition Agreement”), dated as Buyer intends to finance purchases of March 2, 2010, among The Dow Chemical Company (the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due Receivables from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To financeOriginators, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of from the proceeds thereof of loans made pursuant to make a cash equity contribution to an Amended and Restated Credit and Security Agreement of even date herewith (as the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility same may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration of the mutual covenants and agreements herein containedtime hereafter be amended, supplemented, restated or otherwise modified, the parties hereto covenant "Credit and agree Security Agreement") among the Buyer, as follows:the borrower, Mohawk Servicing, Inc., a Delaware corporation, as the initial Servicer, Blue Ridge Asset Funding Corporation ("Blue Ridge"), Three Pillars Funding Corporation ("TPFC"; together with Blue Ridge and the other issuers of Commercial Paper from time to time party thereto as "Conduits," each a "Conduit" and collectively, the "Conduits") and certain other lenders from time to time party thereto, SunTrust Capital Markets, Inc., as agent for TPFC (the "TPFC Agent"), and Wachovia Bank, National Association ("Wachovia") as agent for Blue Ridge (the "Blue Ridge Agent") and any other entity acting as administrative agent for a Conduit (together with the TPFC Agent and the Blue Ridge Agent, individually a "Co-Agent" and collectively, the "Co-Agents") and Wachovia as agent for the Co-Agents and the Conduits (in such capacity, together with its successors, the "Administrative Agent").

PRELIMINARY STATEMENTS. Pursuant WFLLC now owns, and from time to time hereafter will own, certain Receivables and other rights related thereto, which were acquired and will hereafter be acquired from its Affiliates Wabash National LP, a Delaware limited partnership ("WNLP") and NOAMTC, Inc., a Delaware corporation ("NOAMTC") (each of WNLP and NOAMTC hereinafter sometimes referred to as an "Originator" and together the "Originators") pursuant to the Originators Sale Agreement. WFLLC wishes to sell and assign to the Buyer, and the Buyer wishes to purchase from WFLLC all of WFLLC's right, title and interest in and to such Receivables, whether now owned and existing or hereafter arising. WFLLC and the Buyer believe that it is in their mutual best interests for WFLLC to sell its Receivables to the Buyer and for the Buyer to purchase such Receivables. The Buyer shall, on each applicable Purchase Date, purchase all of WFLLC's right, title and interest in and to the Receivables existing on such date and all Related Security and Collections associated therewith and the proceeds thereof. WFLLC and the Buyer intend the transactions contemplated hereby to be true sales of Receivables from WFLLC to the Buyer, providing the Buyer with the full benefits of ownership of the Receivables, and neither of WFLLC nor the Buyer intend these transactions to be, or for any purpose to be characterized as, loans from the Buyer to WFLLC. Upon each purchase of Purchased Assets from WFLLC, Funding will sell undivided interests therein and will pledge all of its right, title and interest therein to the Agent on behalf of the Purchaser and the Surety Provider pursuant to that certain Receivables Purchase Agreement (as amended to, but not including, the date hereof, the “Acquisition Agreement”), dated as of March 2October 4, 2010, among The Dow Chemical Company 2001 (as the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility same may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration time hereafter be amended, supplemented, restated or otherwise modified, the "Purchase Agreement") among Funding, as seller, North Coast Funding LLC, as purchaser ("Purchaser" or "North Coast"), WFLLC, as servicer, XL Capital Assurance Inc. ("Surety Provider"), and National City Bank, or any successor agent appointed under Article IX of the mutual covenants Purchase Agreement, as agent for North Coast and agreements herein containedthe Surety Provider (in such capacity, the parties hereto covenant "Agent"). WFLLC will act as the initial servicer of the Purchased Assets on behalf of the Agent, the Purchaser and agree as follows:the Surety Provider pursuant to the terms of the Purchase Agreement.

PRELIMINARY STATEMENTS. Pursuant Each Originator now owns, and from time to the Sale and Purchase Agreement (as amended totime hereafter will own, but not including, the date hereof, the “Acquisition Agreement”), dated as of March 2, 2010, among The Dow Chemical Company (the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed Receivables. Each Sub-Originator wishes to sell and assign to the Borrower agreed Parent, and the Parent wishes to purchase from such Sub-Originator, all of such Sub-Originator’s right, title and interest in and to such Receivables, together with the limited liability company interests of Xxxxxx LLCRelated Security and Collections with respect thereto. The Parent wishes to sell and assign to the Buyer, and the Buyer wishes to purchase from the Parent, all of the equity interests of Xxxxxx Holdings B.V.Parent’s right, title and certain intercompany notes due interest in and to its Receivables (including the Receivables acquired by the Parent from the operating subsidiaries of Sub-Originators), together with the Seller (such purchase, the “Acquisition” Related Security and Collections with respect thereto. The Originators and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with Buyer intend the transactions contemplated by hereby to be (a) true sales of the Acquisition Receivables from each Sub-Originator to the Parent, providing the Parent with the full benefits of ownership of the Receivables, and none of the Sub-Originators and the Parent intends these transactions to be, or for any purpose to be characterized as, loans from the Parent to any Sub-Originator; and (b) true sales of the Receivables from the Parent to the Buyer, providing the Buyer with the full benefits of ownership of the Receivables, and neither the Parent nor the Buyer intends these transactions to be, or for any purpose to be characterized as, loans from the Buyer to the Parent. To fund its acquisitions under this Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility Buyer may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration of time request Loans from the mutual covenants Lenders on the terms and agreements herein contained, conditions established in the parties hereto covenant and agree as follows:Receivables Loan Agreement.

PRELIMINARY STATEMENTS. Pursuant Each Seller may own, and from time to time hereafter, will own, Receivables. The Originator owns a residual interest in Receivables transferred by the Existing Receivables Subsidiary to the Originator pursuant to the Assignment Agreement, which residual interest is being transferred and assigned by the Originator to the Buyer pursuant to the Contribution Agreement as the initial capital of the Buyer (the “Residual Interest”). Each Seller wishes to sell and assign to Buyer, and Buyer wishes to purchase from each Seller, all of each Seller’s right, title and interest in and to the Receivables, together with the Related Security and Collections with respect thereto. Each Seller and Buyer intend that the transaction contemplated hereby be a true sale of the Receivables from each Seller to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and each Seller and Buyer does not intend this transaction to be characterized for any purpose as a loan from Buyer to the Sellers. Upon each purchase of Receivables from the Sellers, Buyer will sell undivided interests therein, and in the associated Related Security and Collections, pursuant to that certain Receivables Sale and Purchase Agreement dated as of the date hereof (as amended tothe same may, but not includingfrom time to time hereafter be amended, the date hereofsupplemented, restated or otherwise modified, the “Acquisition Second Tier Agreement”)) among (i) Buyer, dated (ii) Originator, as of March 2Initial Collection Agent, 2010(iii) Xxxxx Fargo Foothill, among The Dow Chemical Company (the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV Xxxxxxx Senior Funding, Inc. and the BorrowerGeneral Electric Capital Corporation, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx as Co-Collateral Agents, (iv) Xxxxx Fargo Foothill, LLC, all of as Administrative Agent, (v) the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit Purchasers from time to time. In consideration of the mutual covenants time party thereto and agreements herein contained(vi) Xxxxxx Xxxxxxx Senior Funding, the parties hereto covenant Inc., as Syndication Agent, Sole Bookrunner and agree as follows:Lead Arranger.

PRELIMINARY STATEMENTS. Pursuant Buyer now owns certain accounts receivable that were (i) originated by Acuity Specialty Products Group, Inc., a Delaware corporation (“ASP”), (ii) sold to ALG, and (iii) sold or contributed to Buyer pursuant to the Sale and Purchase Existing Agreement (as amended totogether with the proceeds thereof, but not including, the date hereofcollectively, the “Acquisition AgreementASP Receivables”). On the Restatement Effective Date, Buyer will dividend the ASP Receivables to ALG, ALG will dividend the ASP Receivables to Acuity Brands, Inc., a Delaware corporation formerly known as L & C Spinco, Inc. (“ABI”), ABI will contribute them to ASP, and ASP will contribute them to Acuity Enterprise, Inc., a Delaware corporation (“AEI”). ALG owns, and from time to time hereafter will own, Receivables. ALG wishes to sell and assign all Receivables to Buyer, together with the Related Security and Collections with respect thereto, and Buyer wishes to acquire all such Receivables, Related Security and Collections from ALG. ALG and Buyer intend the transactions contemplated hereby to be true sales or other outright conveyances of the Receivables from ALG to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and ALG and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to ALG. On the Restatement Effective Date, Buyer will borrow and pledge its assets pursuant to that certain Credit and Security Agreement dated as of March September 2, 20102003 (as the same may from time to time hereafter be amended, among The Dow Chemical Company (supplemented, restated or otherwise modified, the “SellerCredit and Security Agreement”) among Buyer and AEI, as Borrowers, ALG and ASP, as initial Servicers, Blue Ridge Asset Funding Corporation (“Blue Ridge”), Xxxxxx LLCthe banks and other financial institutions from time to time party thereto as “Liquidity Banks” and Wachovia Bank, Xxxxxx Holding BV and National Association or any successor agent appointed pursuant to the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all terms of the limited liability company interests of Xxxxxx LLCCredit and Security Agreement, all of the equity interests of Xxxxxx Holdings B.V., as agent for Blue Ridge and certain intercompany notes due from the operating subsidiaries of the Seller such Liquidity Banks (in such purchasecapacity, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired BusinessAgent”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:.

PRELIMINARY STATEMENTS. Pursuant Buyer, PDSI and Xxxxxxx are parties to the that certain Receivables Sale and Purchase Agreement Agreement, dated as of April 27, 2007 (as amended to, but not including, prior to the date hereof, the “Acquisition Prior Sale Agreement”). Buyer, as seller, PDCo, as servicer, the Purchasers (as defined therein) from time to time party thereto, and Fifth Third Bank as agent for the Purchasers (in such capacity, together with any successors or assigns, the “Agent”), are entering into the Amended and Restated Contract Purchase Agreement dated as of March 2the date hereof (as the same may from time to time hereafter be amended, 2010supplemented, restated or otherwise modified, the “Purchase Agreement”). Each of the parties hereto now desires to amend and restate the Prior Sale Agreement in its entirety, subject to the terms and conditions hereof, to, among The Dow Chemical Company (other things, conform the “Seller”)Prior Sale Agreement with the amendments contemplated by the Purchase Agreement, Xxxxxx LLCall as more particularly described herein. Each Originator now owns, Xxxxxx Holding BV and the Borrowerfrom time to time hereafter will own, the Seller agreed Originated Receivables. Each Originator wishes to sell and the Borrower agreed assign to Buyer, and Buyer wishes to purchase all of the limited liability company interests of Xxxxxx LLCfrom such Originator, all of the equity interests of Xxxxxx Holdings B.V.such Originator’s right, title and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, interest in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection certain of such Originated Receivables, together with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition Related Security and to pay the fees Collections with respect thereto. Each Originator and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with Buyer intend the transactions contemplated by hereby to be true sales of the Acquisition AgreementReceivables from such Originator to Buyer, on providing Buyer with the Closing Date an indirect parent full benefits of Holdings shall assume ownership of the obligations under an unsecured subordinated seller note issued by Holdings Receivables, and neither of the Originators nor Buyer intends these transactions to be, or for any purpose to be characterized as, loans from Buyer to any Originator. Following each purchase of Receivables from the Originators, Buyer will sell Receivables and the associated Related Security and Collections pursuant to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:Purchase Agreement.

PRELIMINARY STATEMENTS. Pursuant The Seller has agreed to sell, transfer and assign and the Purchaser has agreed to purchase "Receivables" (as hereinafter defined) from time to time arising or created by the Seller, in accordance with the terms of this Agreement. Each of the Seller and the Purchaser intends the transactions contemplated hereby to be true sales of the Receivables from the Seller to the Sale Purchaser, providing the Purchaser with the full benefits of ownership of the Receivables originated by the Seller, and none of the Seller or the Purchaser intends these transactions to be, or for any purpose to be characterized as, loans from the Purchaser to the Seller. Reference is made to (i) that certain Receivables Purchase Agreement (as amended to, but not including, the date hereof, the “Acquisition Agreement”), dated as of March 2, 2010, among The Dow Chemical Company (the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility same may include one or more Swing Line Loans and one or more Letters of Credit from time to timetime be amended, restated, supplemented or otherwise modified, the "Receivables Purchase Agreement") of even date herewith among the Purchaser, the Seller, as initial servicer thereunder (the "Servicer"), Asset One Securitization, LLC (the "Issuer") and Societe Generale (the "Agent"). Pursuant to the Receivables Purchase Agreement, the Purchaser has agreed to sell, transfer and assign to the Issuer undivided variable percentage interests in a pool of Receivables acquired from the Seller and owned by the Purchaser from time to time on the terms and subject to the conditions set forth therein. In consideration of the mutual agreements, provisions and covenants and agreements herein containedcontained herein, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant Transferor now owns, and from time to time hereafter will own, Receivables (each a “Transferred Receivable”). Transferor wishes to sell and assign to Buyer, and Buyer wishes to purchase from Transferor, all of Transferor’s right, title and interest in and to all of Transferor’s Receivables, together with the Sale Related Security and Collections with respect thereto. Transferor and Buyer intend the transactions contemplated hereby to be true sales of the Transferred Receivables from Transferor to Buyer, providing Buyer with the full benefits of ownership of the Transferred Receivables, and Transferor and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to Transferor. Following the purchase of Transferred Receivables from Transferor, Buyer will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Receivables Purchase Agreement dated as of the date hereof (as amended tothe same may from time to time hereafter be amended, but not includingsupplemented, the date hereofrestated or otherwise modified, the “Acquisition Purchase Agreement”) among Buyer, Xxxx Company, as Servicer (in such capacity, the “Servicer”), dated as of March 2Park Avenue Receivables Company, 2010, among The Dow Chemical Company LLC (the “SellerCompany”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed financial institutions from time to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller time party thereto (such purchasetogether with Company, the “Acquisition” Purchasers”) and JPMorgan Chase Bank, N.A. (“JPMorgan Chase”) or any successor agent appointed pursuant to the limited liability company interests and equity interests to be acquired pursuant theretoterms of the Purchase Agreement, as agent for the Purchasers (in such capacity, the “Acquired BusinessAgent”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:.

PRELIMINARY STATEMENTS. Pursuant SMMC now owns, and from time to time hereafter will own, Receivables Assets. Upon the terms and conditions hereinafter set forth, SMMC wishes to sell and assign to TPNA, and TPNA wishes to purchase from SMMC, all of SMMC’s right, title and interest in and to the Receivables Assets existing as of the close of business on the Initial Cutoff Date and thereafter arising through and including the Termination Date. SMMC and TPNA intend the transaction contemplated hereby to be a true sale of the Receivables Assets from SMMC to TPNA, providing TPNA with the full benefits of ownership of the Receivables Assets, and neither SMMC nor TPNA intends this transaction to be, or for any purpose to be characterized as, a loan from TPNA to SMMC secured by the Receivables Assets. Immediately following its acquisition of the Receivables Assets from SMMC, TPNA will sell and/or contribute them to Tempur Sealy Receivables, LLC, a Delaware limited liability company (the “SPE”), pursuant to that certain Receivables Sale and Purchase Agreement (as amended to, but not including, the date hereof, the “Acquisition Contribution Agreement”), dated as of March 2April 12, 20102017, among The Dow Chemical Company (the “Seller”)by and between TPNA, Xxxxxx LLCas seller and contributor, Xxxxxx Holding BV and the BorrowerSPE, as the Seller agreed to sell buyer and contributee (as the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLCsame may be amended, all of the equity interests of Xxxxxx Holdings B.V.supplemented, and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one restated or more Swing Line Loans and one or more Letters of Credit otherwise modified from time to time. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant “RSCA”), and agree the SPE will pledge them to Xxxxx Fargo Bank, National Association (the “Lender”), pursuant to that certain Credit and Security Agreement, dated as follows:of April 12, 2017, by and among the SPE, as borrower, Tempur Sealy International, Inc., a Delaware corporation, as initial master servicer (the “Master Servicer”), and the Lender (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “CSA”), in exchange for certain loans.

PRELIMINARY STATEMENTS. Pursuant Seller now owns, and from time to time hereafter will own, Receivables. Seller has previously sold, transferred and assigned to Buyer Receivables pursuant to a Receivables Sale Agreement dated as of January 7, 2000 (the "Previous Sale Agreement") among the Seller and Buyer. As of the date hereof, TWRI is entering into a Receivables Transfer Agreement (the "Transfer Agreement") with Eagle Crest, Inc. and Running Y Resort, Inc. (each an "RTA Seller" and together the "RTA Sellers") pursuant to which the RTA Sellers (i) on the effective date thereunder will sell the Legacy Eagle Crest Receivables to TWRI and (ii) from to time thereafter will sell RTA Receivables to TWRI. Seller and Buyer desire to amend and restate the Previous Sale Agreement. Seller wishes to continue to sell and assign to Buyer, and Buyer wishes to continue to purchase from Seller, all of Seller's right, title and interest in and to Receivables, together with the Related Security and Collections with respect thereto. Seller and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from Seller to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and Seller and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to Seller. Buyer has previously sold, transferred and assigned from time to time to the Sale Purchasers upon each purchase of Receivables from Seller, undivided interests therein and in the associated Related Security and Collections pursuant to the Previous Purchase Agreement (as amended todefined in the Purchase Agreement). Buyer desires to continue, but not includingupon each purchase of Receivables from Seller hereunder, to sell undivided interests in such Receivables and in the date hereof, associated Related Security and Collections pursuant to the “Acquisition Agreement”), Receivables Purchase Agreement dated as of March 2, 2010, among The Dow Chemical Company the date hereof (as the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility same may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration of the mutual covenants and agreements herein containedtime hereafter be amended, supplemented, restated or otherwise modified, the parties hereto covenant "Purchase Agreement") by and agree between Buyer (in such capacity the "RPA Seller"), Seller, as follows:Servicer, Xxxxx Fargo Minnesota, National Association, as Custodian, the financial institutions from time to time party thereto as "Financial Institutions", Jupiter Securitization Corporation and Blue Keel Funding LLC, as Conduits, Fleet Securities, Inc., as an Investor Agent and as a Financial Institution, Bank One, NA, as Paying Agent and Bank One, NA (Main Office Chicago), as Agent, Investor Agent and as a Financial Institution.

PRELIMINARY STATEMENTS. Pursuant Each Seller owns Receivables that each Seller wishes to sell and assign to Buyer. Buyer wishes to purchase from each Seller all of Seller's right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto. Each Seller and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from each Seller to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and each Seller and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to the Sellers. Upon the purchase of Receivables from each Seller, Buyer will sell such Receivables to TW Holdings III, Inc. (the "RPA Seller") pursuant to the Receivables Sale and Purchase Agreement (as amended to, but not including, the date hereof, the “Acquisition Agreement”), dated as of March 2, 2010, among The Dow Chemical Company the date hereof (as the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility same may include one or more Swing Line Loans and one or more Letters of Credit from time to timetime hereafter be amended, supplemented, restated or otherwise modified, the "Sale Agreement") by and between Buyer and the RPA Seller. In consideration Additionally, upon the purchase of Receivables from Buyer, RPA Seller will sell undivided interests in such Receivables and in the associated Related Security and Collections pursuant to the Receivables Purchase Agreement dated as of the mutual covenants and agreements herein containeddate hereof (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the parties hereto covenant "Purchase Agreement") by and agree between RPA Seller, Buyer, as follows:Servicer, Xxxxx Fargo Minnesota, National Association, as Custodian, the financial institutions from time to time party thereto as "Financial Institutions", Jupiter Securitization Corporation and Blue Keel Funding, LLC, as Conduits, Fleet Securities, Inc., as an Investor Agent, Bank One Trust Company, NA, as Paying Agent and Bank One, NA (Main Office Chicago), as Agent, Investor Agent and as a Financial Institution.

PRELIMINARY STATEMENTS. Pursuant Seller desires to transfer and assign Purchaser Interests to the Sale and Purchase Agreement (as amended to, but not including, the date hereof, the “Acquisition Agreement”), dated as of March 2, 2010, among The Dow Chemical Company (the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed Purchasers from time to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”)time. To financeEach Conduit may, in partits absolute and sole discretion, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the purchase Purchaser Interests from Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration the event that a Conduit declines to make any purchase, the Committed Purchaser(s) in the relevant Conduit Group shall, at the request of Seller, purchase Purchaser Interests from time to time. The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, has been requested and is willing to act as Administrative Agent on behalf of the mutual covenants Conduits and agreements herein containedthe Committed Purchasers in accordance with the terms hereof. Seller, Servicer, the Committed Purchasers, the Conduits, the Agents and the Administrative Agent are parties hereto covenant to that certain Receivables Purchase Agreement dated as of April 4, 2000 (the “Original RPA”), as amended and agree restated by that certain First Amended and Restated Receivables Purchase Agreement dated as follows:of June 30, 2008 (the “First Amended and Restated RPA”), as amended and restated by that certain Second Amended and Restated Receivables Purchase Agreement dated as of March 27, 2009 (the “Second Amended and Restated RPA”), as amended or otherwise modified to and including the date hereof (the Original RPA, the First Amended and Restated RPA and the Second Amended and Restated RPA together, the “Original Agreement”), and desire to amend and restate the Original Agreement to appoint EPC as Sub-Servicer of Receivables under this Agreement and to make certain other changes as are set forth in this Agreement.

PRELIMINARY STATEMENTS. Pursuant Each of the Originators now owns, and from time to time hereafter will own, Receivables. On the date of the Existing Agreement, each of the Originators party to the Sale Existing Agreement made a dividend to Parent of all of such Originator's right, title and Purchase Agreement interest in and to 100% of its Receivables in existence as of the close of business on its Initial Cutoff Date, together with the associated Related Security and Collections, and Parent contributed all of such Receivables and the associated Related Security and Collections to Buyer's capital (as amended to, but not includingsuch Receivables, the date hereof"INITIAL CONTRIBUTED RECEIVABLES" and, together with the associated Related Security and Collections, the “Acquisition Agreement”)"INITIAL CONTRIBUTED ASSETS") in exchange for 100% of the authorized Equity Interests of Buyer. Parent intended the contribution of the Initial Contributed Assets to be an absolute conveyance by Parent to Buyer thereof, dated as providing Buyer with the full benefits of March 2ownership of such Initial Contributed Assets, 2010and neither Parent nor Buyer intended such contribution to be, among The Dow Chemical Company (or for any purpose to be characterized as, a loan from Buyer to Parent. Each of the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed Originators wishes to sell and the Borrower agreed assign to Buyer, and Buyer wishes to purchase all of the limited liability company interests of Xxxxxx LLCfrom each Originator, all of such Originator's right, title and interest in and to its Receivables (other than Initial Contributed Receivables), together with the equity interests Related Security and Collections with respect thereto. Each of Xxxxxx Holdings B.V.the Originators and Buyer intend the transactions contemplated hereby to be true sales to Buyer by such Originator of the Receivables originated by it, providing Buyer with the full benefits of ownership of such Receivables, and certain intercompany notes due none of the Originators nor Buyer intends these transactions to be, or for any purpose to be characterized as, loans from Buyer to such Originator. Buyer may finance its purchase of Receivables from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To financeOriginators, in part, the Acquisitionby borrowing pursuant to that certain Amended and Restated Credit and Security Agreement dated as of October 26, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction2005 (as amended, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shallrestated, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit replaced and/or otherwise modified from time to time. In consideration of time in accordance with the mutual covenants and agreements herein containedterms thereof, the parties hereto covenant "CREDIT AND SECURITY AGREEMENT") among Buyer, Rock-Tenn Converting Company, as initial Servicer, Blue Ridge Asset Funding Corporation, Three Pillars Funding LLC, SunTrust Bank, SunTrust Capital Markets, Inc., as TPF Agent, and agree Wachovia Bank, National Association, individually, as follows:Blue Ridge Agent and as administrative agent (in such last capacity, the "ADMINISTRATIVE AGENT").

PRELIMINARY STATEMENTS. Pursuant to the Sale This Guaranty hereby amends and Purchase Agreement (restated in its entirety, as amended to, but not including, of the date hereof, the “Acquisition Agreement”)that certain Parent Undertaking, dated as of March 2August 31, 20102012, among The Dow Chemical Company made by Ashland in favor of the Beneficiaries. Ashland, Ashland Specialty Ingredients, G.P., a Delaware general partnership, and each other direct or indirect subsidiary of Ashland party thereto from time to time pursuant to a joinder agreement in form and substance satisfactory to the Agent (each an “Originator” and collectively, the “Originators”), CVG Capital III LLC (the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV the Agent and the Borrowervarious Investor Groups, Managing Agents and Administrators from time to time parties thereto have entered into a Transfer and Administration Agreement, dated as of August 31, 2012 (as amended, supplemented and modified from time to time, the “Transfer and Administration Agreement”) pursuant to which the Seller agreed to will sell and assign to the Borrower agreed to purchase Investors all of the limited liability company interests Seller’s right, title and interest in and to certain assets more specifically described therein. In the Transfer and Administration Agreement, Ashland has agreed to act as servicer under the Transfer and Administration Agreement and in that capacity has agreed, among other things, to service certain assets as more specifically described therein. Ashland is an indirect wholly-owned subsidiary of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating Ashland Global. The other Originators are direct or indirect wholly-owned subsidiaries of Ashland. The Seller is wholly-owned by the Originators. The Originators and the Seller have entered into a sale agreement dated as of August 31, 2012 (such purchaseas amended, supplemented and modified from time to time, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Sale Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that Seller will purchase Receivables from the Lenders extend credit to Originators under the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to timeSale Agreement. In consideration of the mutual covenants execution of the Transfer and agreements herein containedAdministration Agreement and the Sale Agreement and for other good and valuable consideration, the parties hereto covenant receipt and agree sufficiency of which are hereby acknowledged by each Guarantor, each Guarantor agrees as follows:

PRELIMINARY STATEMENTS. Pursuant The Original Sellers now own certain Receivables which they wish to sell and assign to CMI, and CMI wishes to purchase from the Original Sellers, all of the Original Sellers’ right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto. CMI now owns certain additional Receivables which, together with those certain Receivables purchased from the Original Sellers, it wishes to assign and contribute to the Sale capital of Assignor, and Assignor wishes to acquire and accept from CMI, all of CMI’s right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto. Assignor, in turn, wishes to assign and contribute to the capital of Buyer, and Buyer wishes to acquire and accept from Assignor, all of Assignor’s right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto. The Original Sellers, CMI, Assignor and Buyer intend the transactions contemplated hereby to be or otherwise have the effect of true sales of the Receivables from the Original Sellers to CMI, from CMI to Assignor and from Assignor to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and the Original Sellers, CMI, Assignor and Table of Contents Buyer do not intend any of these transactions to be, or for any purpose to be characterized as, loans from CMI to the Original Sellers, from Assignor to CMI, or from Buyer to Assignor. Following the assignment and contribution of the Receivables from Assignor to Buyer, Buyer will sell undivided interests therein and in the associated Related Security (which shall include the rights of Buyer under this Agreement) and Collections pursuant to that certain Receivables Purchase Agreement (as amended to, but not including, the date hereof, the “Acquisition Agreement”), dated as of March 2, 20102001 (as the same may from time to time hereafter be amended, among The Dow Chemical Company (supplemented, restated or otherwise modified, the “SellerPurchase Agreement”) among Buyer, Falcon Asset Securitization Corporation (“FALCON”), Xxxxxx LLCthe financial institutions from time to time party thereto as “Financial Institutions” and Bank One, Xxxxxx Holding BV and NA or any successor agent appointed pursuant to the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all terms of the limited liability company interests of Xxxxxx LLCPurchase Agreement, all of the equity interests of Xxxxxx Holdings B.V., as agent for FALCON and certain intercompany notes due from the operating subsidiaries of the Seller such Financial Institutions (in such purchasecapacity, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired BusinessAgent”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:.

PRELIMINARY STATEMENTS. Pursuant The Originator now owns, and from time to the Sale and Purchase Agreement (as amended totime hereafter will own, but not including, the date hereof, the “Acquisition Agreement”), dated as of March 2, 2010, among Receivables. The Dow Chemical Company (the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed Originator wishes to sell and the Borrower agreed assign to Buyer, and Buyer wishes to purchase all of from the limited liability company interests of Xxxxxx LLCOriginator, all of the equity interests Originator’s right, title and interest in and to its Receivables, together with the Related Security and Collections with respect thereto. Each of Xxxxxx Holdings B.V.the Originator and Buyer intends the transactions contemplated hereby to be true sales of the Receivables from the Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables originated by the Originator, and certain intercompany notes due none of the Originator or Buyer intends these transactions to be, or for any purpose to be characterized as, loans from Buyer to the Originator. Following the purchase of Receivables from the operating subsidiaries Originator, Buyer will sell undivided interests in the Receivables and in the associated Related Security and Collections pursuant to that certain Receivables Purchase Agreement dated as of June 30, 2009 (as the Seller (such purchasesame may from time to time hereafter be amended, supplemented, restated or otherwise modified, the “Acquisition” and the Purchase Agreement”) among Buyer, Convergys Corporation, an Ohio corporation (“Convergys”), as initial Servicer, Liberty Street Funding LLC, a Delaware limited liability company interests company, (“Liberty Street” or the “Conduit”), The Bank of Nova Scotia, a Canadian chartered bank acting through its New York Agency (“Scotiabank”), and equity interests to be acquired pursuant theretoits assigns thereunder (collectively, the “Acquired BusinessScotiabank Committed Purchasers” and, together with Liberty Street, the “Scotiabank Group”). To finance, Wachovia Bank, National Association (“Wachovia” and each of the Conduit, the Scotiabank Committed Purchasers and Wachovia, a “Purchaser” and, collectively, the “Purchasers”), Scotiabank, in part, its capacity as agent for the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution Scotiabank Group (the “Equity ContributionScotiabank Group Agent”) to Holdings (who shalland Wachovia, in turnits capacity as administrative agent for Scotiabank Group, use all of Wachovia and the proceeds thereof to make a cash equity contribution to the Borrower) Scotiabank Group Agent (in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition such capacity, together with its successors and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required fundsassigns, the “Aggregate FundsAdministrative Agent”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:.

PRELIMINARY STATEMENTS. Pursuant to Each of the Sale Originators (other than Dri-Eaz Products, Inc., a Washington corporation (“Dri-Eaz”), Sapphire Scientific Inc., an Arizona corporation (“Sapphire”) and Purchase Agreement Xxxxxx Enterprises, Inc., a Delaware Corporation (as amended to“Xxxxxx”; together with Sapphire and Dri-Eaz, but not including, the date hereofeach a “New Originator” and collectively, the “Acquisition AgreementNew Originators”), ) and the Buyer are parties to an Amended and Restated Receivables Sale Agreement dated as of March 2April 7, 20102009, among The Dow Chemical Company as heretofore amended from time to time (the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Existing Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that parties hereto agree to amend and restate the Lenders extend credit Existing Agreement on the terms and subject to the Borrower in conditions hereinafter set forth. Each of the form of (i) Term Loans in an aggregate principal amount of $800,000,000 Originators now owns, and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to timetime hereafter will own, Receivables. In consideration Each of the mutual covenants Originators wishes to sell and agreements herein containedassign to Buyer, and Buyer wishes to purchase from such Originator, all of such Originator’s right, title and interest in and to its Receivables, together with the Related Security and Collections with respect thereto. Each of the Originators and Buyer intends the transactions contemplated hereby to be true sales of the Receivables from such Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables originated by such Originator, and none of the Originators or Buyer intends these transactions to be, or for any purpose to be characterized as, loans from Buyer to any Originator. Buyer will sell undivided interests in the Receivables and in the associated Related Security and Collections pursuant to that certain Amended and Restated Receivables Purchase Agreement dated as of the date hereof (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the parties hereto covenant “Purchase Agreement”) among Buyer, RPM International Inc., a Delaware corporation (“RPM-Delaware”), as initial Servicer, Fifth Third Bank (“Fifth Third”), and agree PNC Bank, National Association (“PNC” and each of Fifth Third and PNC, a “Purchaser” and, collectively, the “Purchasers”), and PNC, in its capacity as follows:administrative agent for the Purchasers (in such capacity, together with its successors and assigns, the “Administrative Agent”).

PRELIMINARY STATEMENTS. Pursuant to The Company sold the Sale and Purchase Agreement (as amended toOriginal Notes in a private transaction on May 30, but not including1996. In connection with such sale, the date hereof, Company agreed to register the “Acquisition Agreement”), dated as of March 2, 2010, among The Dow Chemical Company New Notes under the Securities Act on Form S-4 (the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith "Registration Statement") and to pay fees and expenses in connection with offer the Transaction, holders of all outstanding Original Notes the Investors will make a cash equity contribution (the “Equity Contribution”) opportunity to Holdings (who shall, in turn, use exchange all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution Original Notes held by such holders for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate FundsNew Notes. In connection with the transactions contemplated by filing of the Acquisition AgreementRegistration Statement and such exchange, on the Closing Date an indirect parent Company has agreed to cause this Indenture to be qualified under the TIA and to cooperate with the Trustee and the Noteholders in order that this Indenture may be so qualified. Upon the effectiveness of Holdings the Registration Statement, a Noteholder will have the right, but will not be obligated, to exchange Original Notes for the New Notes being issued pursuant hereto. Except as otherwise provided herein, the terms of the Original Indenture shall assume govern the obligations under an unsecured subordinated seller note issued by Holdings to Original Notes, and the Seller in an aggregate principal amount equal to $75,000,000 (terms of this Indenture shall govern the “Seller Note”)New Notes. The Borrower has requested that Company is duly authorized to execute and deliver this Indenture to provide for the Lenders extend credit to the Borrower New Notes issuable as provided in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000this Indenture. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration of the mutual All covenants and agreements made by the Company herein containedare for the benefit and security of the Noteholders, the parties Trustee and the Collateral Agent. The Company is entering into this Indenture, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. All things necessary to make the New Notes, when duly executed by the Company, and authenticated and delivered hereunder, the valid obligations of the Company and to make this Indenture a valid and binding agreement of the Company have been done. All payments on the New Notes will be made from distributions on the Collateral Securities, which were issued pursuant to the Pooling and Servicing Agreement, as supplemented by the Series 1993-1 Supplement and the Series 1995-1 Supplement, copies of which are attached hereto covenant as Exhibits C, D and agree E, respectively. Payment with respect to the Collateral Securities are made from collections of payments on the Receivables sold by Palais Royal, Inc., a Texas corporation ("Palais"), to the Company pursuant to the Receivables Purchase Agreement attached hereto as follows:Exhibit F, and further transferred by the Company to the SRI Receivables Master Trust pursuant to the Pooling and Servicing Agreement.

PRELIMINARY STATEMENTS. Pursuant to Each of the Sale Existing Originators and Purchase Agreement the New Originators (as amended to, but not including, the date hereofcollectively, the “Acquisition Originators” and each, an “Originator”) now owns, and from time to time hereafter will own, Receivables. On the date of the 2000 Agreement”), dated each of the Existing Originators party thereto made a dividend to Parent of all of such Existing Originator’s right, title and interest in and to 100% of its Receivables in existence as of March 2the close of business on its Initial Cutoff Date, 2010together with the associated Related Security and Collections, among The Dow Chemical Company and Parent contributed all of such Receivables and the associated Related Security and Collections to Buyer’s capital (such Receivables, the “Seller”)Initial Contributed Receivables” and, Xxxxxx LLC, Xxxxxx Holding BV together with the associated Related Security and the BorrowerCollections, the Seller agreed “Initial Contributed Assets”) in exchange for 100% of the authorized Equity Interests of Buyer. Parent intended the contribution of the Initial Contributed Assets to be an absolute conveyance by Parent to Buyer thereof, providing Buyer with the full benefits of ownership of such Initial Contributed Assets, and neither Parent nor Buyer intended such contribution to be, or for any purpose to be characterized as, a loan from Buyer to Parent. Each of the Existing Originators wishes to continue to sell and the Borrower agreed assign to Buyer, and Buyer wishes to continue to purchase all of the limited liability company interests of Xxxxxx LLCfrom each Existing Originator, all of such Existing Originator’s right, title and interest in and to its existing and future Receivables (other than Initial Contributed Receivables), together with the equity interests Related Security and Collections with respect thereto. In addition, each of Xxxxxx Holdings B.V.the New Originators wishes to sell and assign to the Buyer, and certain intercompany notes due the Buyer wishes to purchase from such New Originator, all right, title and interest of such New Originator in and to its existing and future Receivables, together with the Related Security and Collections with respect thereto. Each of the Originators and Buyer intend the transactions contemplated hereby to be true sales to Buyer by such Originator of the Receivables originated by it, providing Buyer with the full benefits of ownership of such Receivables, and none of the Originators nor Buyer intends these transactions to be, or for any purpose to be characterized as, loans from Buyer to such Originator. Buyer intends to finance its purchase of Receivables from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To financeOriginators, in part, the Acquisitionby borrowing pursuant to that certain Second Amended and Restated Credit and Security Agreement dated as of September 2, the repayment of Indebtedness 2008 (as amended, restated and/or otherwise modified from time to be repaid time in connection therewith and to pay fees and expenses in connection accordance with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required fundsterms thereof, the “Aggregate FundsCredit and Security Agreement”) among Buyer, Rock-Tenn Converting Company, as initial Servicer, Nieuw Amsterdam Receivables Corporation, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, individually and as Nieuw Amsterdam Agent, Three Pillars Funding LLC, SunTrust Bank, SunTrust Xxxxxxxx Xxxxxxxx, Inc., individually, as TPF Agent and as administrative agent (in such last capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:.

PRELIMINARY STATEMENTS. REXX and TWGI desire to combine their respective businesses and holdings through the merger of REXX with REXX Acquisition Corp., with REXX as the surviving corporation. Pursuant to the Sale and Purchase Agreement Merger, each share of common stock of REXX, par value $0.02 per share ("REXX Common Stock") outstanding at the Effective Time (as amended todefined in Article II) will be converted into the right to receive one share of TWGI Common Stock, but not including, the date hereof, the “Acquisition Agreement”par value $0.02 per share ("TWGI Common Stock"), dated as more fully provided herein. Unless otherwise defined, capitalized terms shall have the meanings assigned in Section 1.09. The Parties intend that the Merger constitute a tax-deferred transaction for purposes of March 2the Internal Revenue Code of 1986, 2010, among The Dow Chemical Company as amended (the “Seller”"Code"). The respective Boards of Directors of REXX and TWGI have determined the Merger, Xxxxxx LLCin the manner contemplated herein, Xxxxxx Holding BV to be desirable and in the Borrowerbest interests of their respective companies and shareholders and, by resolutions duly adopted, have approved and adopted this Agreement. As soon as practicable after the Seller agreed execution of this Agreement, REXX shall notice a meeting of its shareholders and in connection therewith submit to sell and its shareholders the Borrower agreed Proxy Statement related to purchase all (i) the approval of the limited liability company interests Merger and (ii) the approval of the Xxxxxxx Sale. Concurrent with the execution of this Agreement and as an inducement to TWGI to enter into this Agreement, certain affiliates of REXX who are shareholders, officers or directors are entering into Voting Agreements (as hereinafter defined) to vote the shares of REXX Common Stock owned by such persons to approve (i) the Merger, (ii) the Xxxxxxx Sale, and (iii) such other actions as shall be necessary to effectuate the Merger (collectively the "Proxy Actions"). A stock purchase agreement for the sale of REXX's wholly-owned subsidiary, Xxxxxxx Contracting, Inc., to Xxxxx X. Xxxxxx LLCand Xxxx X. Xxxxxxx (the "Buyers") has been executed and, subject to the approval of REXX's shareholders, will be consummated prior to the Merger. In addition, all of the issued and outstanding equity interests securities of Xxxxxx Wilshire Holdings B.V.I, Inc. and certain intercompany notes due from Wilshire Holdings II, Inc. will have been contributed to BJB Holdings Corp., which will subsequently merge with Whitestone Acquisition Corp., with BJB Holdings Corp. as the operating subsidiaries surviving corporation as a wholly-owned subsidiary of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:TWGI.

PRELIMINARY STATEMENTS. Pursuant Reference is hereby made to the that certain Receivables Sale and Purchase Agreement (as amended to, but not including, the date hereof, the “Acquisition Agreement”), dated as of March 2October 6, 2010, among The Dow Chemical Company 2000 by and between Originator and Buyer (the “Seller”"Original Receivables Sale Agreement"). Originator and Buyer have agreed to amend and restate the Original Receivables Sale Agreement on the terms and subject to the conditions set forth herein. Originator now owns, Xxxxxx LLCand from time to time hereafter will own, Xxxxxx Holding BV and the Borrower, the Seller agreed Receivables. Originator wishes to sell and the Borrower agreed assign to Buyer, and Buyer wishes to purchase all of the limited liability company interests of Xxxxxx LLCfrom Originator, all of the equity interests of Xxxxxx Holdings B.V.Originator's right, title and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, interest in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection such Receivables, together with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition Related Security and to pay the fees Collections with respect thereto. Originator and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with Buyer intend the transactions contemplated by hereby to be true sales of the Acquisition AgreementReceivables from Originator to Buyer, on providing Buyer with the Closing Date an indirect parent full benefits of Holdings shall assume ownership of the obligations under an unsecured subordinated seller note issued by Holdings Receivables, and Originator and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to Originator. Following the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower purchase of Receivables from Originator, Buyer will sell undivided interests therein and in the form associated Related Security and Collections pursuant to that certain Amended and Restated Receivables Purchase Agreement dated as of October 3, 2002 (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility as the same may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration time hereafter be amended, supplemented, restated or otherwise modified, the "Purchase Agreement") among Buyer, Originator, as Servicer, Falcon Asset Securitization Corporation and Three Pillars Funding Corporation, as Conduit Purchasers, the financial institutions from time to time party thereto ("Financial Institutions" and, together with the Conduit Purchasers, the "Purchasers"), Bank One, NA (Main Office Chicago) ("Bank One") and SunTrust Bank, as managing agents (collectively, the "Managing Agents") and Bank One, or any successor agent appointed pursuant to the terms of the mutual covenants and agreements herein containedPurchase Agreement, as agent for the Purchasers (in such capacity, the parties hereto covenant and agree as follows:"Agent").

PRELIMINARY STATEMENTS. Pursuant The Originators now own, and from time to time hereafter will own, certain Receivables. Upon the Sale terms and Purchase Agreement conditions hereinafter set forth, from and after the Effective Date (as amended to, but not including, the date hereof, the “Acquisition Agreement”), dated as of March 2, 2010, among The Dow Chemical Company a) KapStone Kraft wishes (the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed i) to sell and assign to the Borrower agreed Buyer, and the Buyer wishes to purchase all of the limited liability company interests of Xxxxxx LLCfrom KapStone Kraft, all of KapStone Kraft’s right, title and interest in and to all of KapStone Kraft’s existing and future Receivables (other than Contributed Receivables), together with the equity interests of Xxxxxx Holdings B.V., Related Security and certain intercompany notes due from the operating subsidiaries Collections with respect thereto and all proceeds of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 foregoing and (ii) Revolving Credit Loans to contribute to the Buyer’s capital all of KapStone Kraft’s right, title and interest in an aggregate principal amount and to all of $240,000,000KapStone Kraft’s existing and future Contributed Receivables, together with the Related Security and Collections with respect thereto and all proceeds of the foregoing, and the Buyer wishes to accept such capital contributions, and (b) each other Originator wishes to sell and assign to the Buyer, and the Buyer wishes to purchase from such other Originator, all of each such other Originator’s right, title and interest in and to all existing and future Receivables, together with the Related Security and Collections with respect thereto and all proceeds of the foregoing. The Revolving Credit Facility Each Originator and the Buyer intend the transactions contemplated hereby to be true sales (and, solely in the case of any contribution by KapStone Kraft referenced in clause (a)(ii) of the immediately preceding paragraph, true contributions) of the Receivables Assets from the Originators to the Buyer, providing the Buyer with the full benefits of ownership of the Receivables Assets, and none of the Originators and the Buyer intend these transactions to be, or for any purpose to be characterized as, loans from the Buyer to any Originator secured by the Receivables Assets. Immediately following its acquisition of the Receivables Assets from the Originators, the Buyer will sell or otherwise transfer undivided interests in the Receivables to certain Purchasers pursuant to that certain Receivables Purchase Agreement dated as of September 26, 2014 (as the same may include one be amended, supplemented, restated or more Swing Line Loans and one or more Letters of Credit otherwise modified from time to time. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant “Purchase Agreement”) among the Buyer, the Servicer, the purchasers from time to time party thereto (collectively, the “Purchasers”) and agree Xxxxx Fargo Bank, N.A., as follows:administrative agent for the Purchasers (together with its successors and permitted assigns in such capacity, the “Administrative Agent”).

PRELIMINARY STATEMENTS. Pursuant Each of the Originators and the Buyer are parties to the a Receivables Sale and Purchase Agreement (as amended to, but not including, the date hereof, the “Acquisition Agreement”), dated as of March 2June 6, 20102002, among The Dow Chemical Company as heretofore amended from time to time (the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Existing Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that parties hereto agree to amend and restate the Lenders extend credit Existing Agreement on the terms and subject to the Borrower in conditions hereinafter set forth. Each of the form of (i) Term Loans in an aggregate principal amount of $800,000,000 Originators now owns, and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to timetime hereafter will own, Receivables. In consideration Each of the mutual covenants Originators wishes to sell and agreements herein containedassign to Buyer, and Buyer wishes to purchase from such Originator, all of such Originator’s right, title and interest in and to its Receivables, together with the Related Security and Collections with respect thereto. Each of the Originators and Buyer intends the transactions contemplated hereby to be true sales of the Receivables from such Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables originated by such Originator, and none of the Originators or Buyer intends these transactions to be, or for any purpose to be characterized as, loans from Buyer to any Originator. Buyer will sell undivided interests in the Receivables and in the associated Related Security and Collections pursuant to that certain Receivables Purchase Agreement dated as of April 7, 2009 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the parties hereto covenant “Purchase Agreement”) among Buyer, RPM International Inc., a Delaware corporation (“RPM-Delaware”), as initial Servicer, Fifth Third Bank (“Fifth Third”), and agree Wachovia Bank, National Association (“Wachovia” and each of Fifth Third and Wachovia, a “Purchaser” and, collectively, the “Purchasers”), and Wachovia, in its capacity as follows:administrative agent for the Purchasers (in such capacity, together with its successors and assigns, the “Administrative Agent”).

PRELIMINARY STATEMENTS. Pursuant to the Sale and Purchase Agreement Credit Agreement, dated as of February 19, 2009 (as amended toamended, but not including, supplemented or otherwise modified prior to the date hereofClosing Date, the “Acquisition Existing Credit Agreement”), dated as among the Borrowers, the various financial institutions from time to time party thereto (collectively, the “Existing Lenders”) and the Administrative Agent, the Existing Lenders agreed to make extensions of March 2credit to the Borrowers on the terms and conditions set forth therein, 2010, among The Dow Chemical Company including making loans (the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity ContributionExisting Loans”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”)Borrowers. The Borrower Company has requested that the Lenders extend credit Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Borrowers pursuant to the Borrower terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans and other Obligations (as defined in the form Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (ieach of which shall hereafter have no further effect upon the parties thereto, other than for accrued fees and expenses, and indemnification provisions accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) Term Loans in an aggregate principal amount under the terms of $800,000,000 and (ii) Revolving the Existing Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to timeAgreement). In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant Interface wishes to sell or contribute to SPV and SPV wishes to purchase or otherwise acquire from Interface, all of Interface's right, title and interest in and to the Sale Receivables, Related Security and Purchase Collections purchased by Interface pursuant to the terms of the Receivables Transfer Agreement of even date herewith by and among Interface Fabrics Group Marketing, Inc., a Nevada corporation (as amended to, but not including, the date hereof, the “Acquisition Agreement”"INTERFACE MARKETING"), dated as of March 2Interface Teknit, 2010Inc., among The Dow Chemical Company a Michigan corporation (the “Seller”"INTERFACE TEKNIT"), Xxxxxx Interface TekSolutions, LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the a Michigan limited liability company interests ("INTERFACE TEKSOLUTIONS"), Pandel, Inc., a Georgia corporation ("PANDEL"), Interface Americas, Inc., a Georgia corporation ("INTERFACE AMERICAS," each of Xxxxxx LLCInterface Marketing, all of Interface Teknit, Interface TekSolutions, Pandel and Interface Americas, an "ORIGINAL SELLER" and, collectively, the equity interests of Xxxxxx Holdings B.V."ORIGINAL SELLERS"), and certain intercompany notes due from the operating subsidiaries of the Seller Interface (such purchaseas amended, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one restated or more Swing Line Loans and one or more Letters of Credit otherwise modified from time to time, the "TRANSFER AGREEMENT") in accordance with the terms hereof. In consideration Each of Interface and SPV intends the transactions contemplated hereby to be true sales of the mutual covenants Receivables from Interface to SPV, providing SPV with the full benefits of ownership of the Receivables, and agreements herein containedneither Interface nor SPV intends these transactions to be, or for any purpose to be characterized as, loans from SPV to Interface. Following the sale and contribution of Receivables by Interface, SPV will grant a security interest in the Receivables, Related Security and Collections pursuant to that certain Loan Agreement dated as of the date hereof (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the parties hereto covenant "LOAN AGREEMENT") among SPV, Interface, as Servicer, Three Pillars Funding Corporation ("LENDER"), and agree SunTrust Capital Markets, Inc. or any successor administrator appointed pursuant to the terms of the Loan Agreement, as follows:agent and administrator for Lender (in such capacity, the "ADMINISTRATOR").

PRELIMINARY STATEMENTS. Pursuant Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the Sale “Agreement” refer to this Agreement, as amended, supplemented or otherwise modified from time to time. Certain of the parties hereto were originally parties to the Second Amended and Restated Receivables Purchase Agreement Agreement, dated as of March 21, 2007 (as amended toamended, but not including, supplemented or otherwise modified prior to the date hereof, the “Acquisition Prior Agreement”). Pursuant to the Transfer Supplement, dated as of March 2, 2010, among The Dow Chemical Company the date hereof (the “Seller2010 Transfer Supplement”), Xxxxxx LLCMarket Street Funding LLC and PNC Bank, Xxxxxx Holding BV National Association, Liberty Street Funding LLC (f/k/a Liberty Street Funding Corp.) and The Bank of Nova Scotia, as “Purchasers” under and as defined in the Prior Agreement, have assigned a portion of their respective interest under the Prior Agreement to Credit Agricole, Atlantic and Working Capital. After giving effect to the 2010 Transfer Supplement, (i) the Seller, the Servicer, the Administrator and the Borrowermembers of the Purchaser Group that includes BTMUNY wish to hereby amend and restate the Prior Agreement subject to the terms and conditions hereof, including the Seller agreed to sell satisfaction of the conditions set forth in Exhibit II hereto, and (ii) the members of each of the Purchaser Group that includes Credit Agricole and the Borrower agreed Purchaser Group that includes Mizuho hereby wish to purchase all enter into this Agreement. The Seller desires to sell, transfer and assign an undivided variable percentage interest in a pool of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V.trade receivables, and certain intercompany notes due the Purchasers desire to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests time to be acquired pursuant thereto, the “Acquired Business”). To financetime based upon, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (reinvestment payments that are made by such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to timePurchasers. In consideration of the mutual agreements, provisions and covenants and agreements herein containedcontained herein, the sufficiency of which is hereby acknowledged, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant The Originators now own, and from time to time hereafter will own, certain Receivables. Upon the Sale terms and Purchase Agreement conditions hereinafter set forth, (as amended to, but not including, the date hereof, the “Acquisition Agreement”), dated as of March 2, 2010, among The Dow Chemical Company a) CMC wishes (the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed i) to sell and assign to the Borrower agreed Buyer, and the Buyer wishes to purchase all of the limited liability company interests of Xxxxxx LLCfrom CMC, all of CMC’s right, title and interest in and to all of CMC’s existing and future Receivables (other than Contributed Receivables), together with the equity interests of Xxxxxx Holdings B.V., Related Security and certain intercompany notes due from the operating subsidiaries Collections with respect thereto and all proceeds of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 foregoing and (ii) Revolving Credit Loans to contribute to the Buyer’s capital all of CMC’s right, title and interest in an aggregate principal amount and to all of $240,000,000CMC’s existing and future Contributed Receivables, together with the Related Security and Collections with respect thereto and all proceeds of the foregoing, and the Buyer wishes to accept such capital contributions, and (b) each Subsidiary Originator wishes to sell and assign to the Buyer, and the Buyer wishes to purchase from such Subsidiary Originator, all of each such Subsidiary Originator’s right, title and interest in and to all existing and future Receivables, together with the Related Security and Collections with respect thereto and all proceeds of the foregoing. The Revolving Credit Facility Each Originator and the Buyer intend the transactions contemplated hereby to be true sales (and, solely in the case of CMCany contribution by CMC pursuant to clause (a)(ii) of the immediately preceding paragraph, true contributions) of the Receivables Assets from the Originators to the Buyer, providing the Buyer with the full benefits of ownership of the Receivables Assets, and none of the Originators and the Buyer intend these transactions to be, or for any purpose to be characterized as, loans from the Buyer to any Originator secured by the Receivables Assets. Immediately following its acquisition of the Receivables Assets from the Originators, the Buyer will sell the Receivables to certain purchasers pursuant to that certain Receivables Purchase Agreement dated as of April 5, 2011 (as the same may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration of the mutual covenants and agreements herein containedtime hereafter be amended, supplemented, restated or otherwise modified, the parties hereto covenant “Purchase Agreement”) among the Buyer, the Servicer, the Purchasers and agree Administrative Agent from time to time party thereto and Xxxxx Fargo Bank, N.A., as follows:administrative agent for the Purchasers (together with its successors and permitted assigns in such capacity, the “Administrative Agent”).

PRELIMINARY STATEMENTS. Pursuant to The BV Borrower, SENSATA TECHNOLOGIES FINANCE, LLC, a Delaware limited liability company (the Sale “US Borrower” and Purchase Agreement (as amended to, but not including, together with the date hereofBV Borrower, the “Acquisition AgreementBorrowers”)) and SENSATA TECHNOLOGIES INTERMEDIATE HOLDING B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, have entered into a Credit Agreement dated as of March 2May 12, 20102011 (such agreement, among as it may hereafter be amended, amended and restated, supplemented or otherwise modified from time to time, being the “Credit Agreement”) with the Lenders (as defined in the Credit Agreement), the Initial L/C Issuer (as defined in the Credit Agreement), the Initial Swing Line Lender (as defined in the Credit Agreement) and the Administrative Agent (as defined in the Credit Agreement). The Dow Chemical Company Borrowers and their Subsidiaries have entered into or may from time to time enter into lines of credit (committed or uncommitted) and other similar arrangements (the “SellerBilateral Obligations”), Xxxxxx LLC, Xxxxxx Holding BV ) with Lenders or their Affiliates and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all certain other financial institutions as initially set forth on Schedule XII of the limited liability company interests of Xxxxxx LLC, all of Security Agreement and as such schedule may be amended from time to time upon written notice by the equity interests of Xxxxxx Holdings B.V., Borrowers to the applicable Lenders or Affiliates and certain intercompany notes due from the operating subsidiaries of the Seller other financial institutions (each, in such purchasecapacity, the a “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired BusinessBilateral Provider”). To finance, Each Pledgor is the owner of the shares of stock or other Equity Interests (as defined in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution Credit Agreement) (the “Equity ContributionInitial Pledged Equity”) to Holdings (who shall, set forth opposite such Pledgor’s name on and as otherwise described in turn, use all Part I of Schedule II hereto and issued by the Persons named therein and of the proceeds thereof to make indebtedness (the “Initial Pledged Debt”) set forth opposite such Pledgor’s name on and as otherwise described in Part II of Schedule II hereto and issued by the obligors named therein. It is a cash equity contribution condition precedent to the Borrower) in an aggregate amount equal making of Loans by the Lenders and the issuance of Letters of Credit by the L/C Issuer under the Credit Agreement and the entry into Secured Hedge Agreements by the Hedge Banks from time to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided time that the calculation of Pledgors shall have granted the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received security interest contemplated by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Fundsthis Agreement. In connection with Each Pledgor will derive substantial direct and indirect benefit from the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 Loan Documents and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:each Bilateral Provider’s Bilateral Obligations.

PRELIMINARY STATEMENTS. Pursuant The parties hereto are parties to the Amended and Restated Receivables Sale and Purchase Agreement dated as of December 30, 2005 (as amended toamended, but not including, the date hereofsupplemented or otherwise modified from time to time heretofore, the “Acquisition Existing Sale Agreement”), dated as of March 2, 2010, among The Dow Chemical Company (the “Seller”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested parties hereto desire to amend and restate the Existing Sale Agreement in its entirety as set forth herein (it being the intent of the parties hereto that this Agreement not constitute a novation of the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 Existing Sale Agreement). Originator now owns, and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to timetime hereafter will own, Receivables. In consideration Originator wishes to transfer and assign to Buyer, and Buyer wishes to acquire from Originator, all of Originator’s right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto. Originator and Buyer intend the transactions contemplated hereby to be true sales or true contributions of the mutual covenants Receivables and agreements herein containedother property hereby transferred from Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables and such other property, and Originator and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to Originator. Following the transfer of Receivables from Originator, Buyer will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Receivables Purchase Agreement of even date herewith (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the parties hereto covenant “Purchase Agreement”) among Buyer, The Timken Corporation, as Servicer, the “Purchasers” from time to time party thereto (the “Purchasers”), the “Managing Agents” from time to time party thereto (the “Managing Agents”), and agree The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as follows:agent for the Purchasers (in such capacity, the “Agent”).

PRELIMINARY STATEMENTS. Pursuant The Originators now own, and from time to time hereafter will own, certain Receivables. Upon the terms and conditions hereinafter set forth, from and after the Closing Date, (i) each of the Originators wishes to sell and assign to the Sale Buyer, and Purchase Agreement the Buyer wishes to purchase from such Originator all of such Originator’s right, title and interest in and to all of its existing and future Receivables other than Contributed Receivables (as amended to, but not including, the date hereof, the “Acquisition AgreementPurchased Receivables”), dated as together with the Related Security and Collections with respect thereto and all proceeds of March 2, 2010, among The Dow Chemical Company the foregoing (the “SellerPurchased Receivables Assets”), Xxxxxx LLC, Xxxxxx Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Xxxxxx LLC, all of the equity interests of Xxxxxx Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans Colors wishes to contribute to the Buyer’s capital all of Colors’ right, title and interest in an aggregate principal amount and to its existing and future Contributed Receivables (hereinafter defined), together with the Related Security and Collections with respect thereto and all proceeds of $240,000,000the foregoing, and the Buyer wishes to accept such capital contributions (collectively, the “Contributed Receivables Assets” and, together with the Purchased Receivables Assets, the “Receivables Assets”). The Revolving Credit Facility Each Originator and the Buyer intend the transactions contemplated hereby to be true sales (and, solely in the case of any contribution by Colors referenced in clause (a)(ii) of the immediately preceding paragraph, true contributions) of the Receivables Assets from the Originators to the Buyer, providing the Buyer with the full benefits of ownership of the Receivables Assets, and neither of the Originators and the Buyer intend these transactions to be, or for any purpose to be characterized as, loans from the Buyer to any Originator secured by the Receivables Assets. Immediately following its acquisition of the Receivables Assets from the Originators, the Buyer will sell them to Xxxxx Fargo Bank, National Association (“Xxxxx” or the “Purchaser”) pursuant to that certain Receivables Purchase Agreement dated as of October 3, 2016 (as the same may include one be amended, supplemented, restated or more Swing Line Loans and one or more Letters of Credit otherwise modified from time to time. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant “Purchase Agreement”) among the Buyer, Sensient Technologies Corporation, as Servicer, and agree Xxxxx, as follows:the Purchaser.