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Ferro Spain S.A.U., a joint stock company of limited liability (sociedad anónima) organized under the laws of Spain having its registered office at Carretera Valencia-Barcelona Kilómetro 61.500, Almanssora 12550 (Castellón, Spain), with Spanish tax ID (N.I.F.) number A48027981 (the Spanish Originator and Spanish Servicer);

Vetriceramici-Ferro S.p.A., a joint stock company (società per azioni) organised under the laws of Italy, having its registered office at Via Madonna del Sagrato, 25, 41042, Fiorano Modenese (MO), Italy, registered with the Companies’ Register of Modena under number 03590630368 (the Italian Originator and Italian Servicer);

Ferro Corporation, an Ohio corporation, having its principal place of business at 6060 Parkland Boulevard, Suite 250, Mayfield Heights, OH 44124, USA,(the Performance Guarantor);

ING Belgique SA/NV, a credit institution incorporated under the laws of Belgium having its registered office at avenue Marnix 24, 1000 Brussels, Belgium, registered with the register of legal entities under number 0403.200.393 (the Purchaser); and

ING Belgique SA/NV, a credit institution incorporated under the laws of Belgium having its registered office at avenue Marnix 24, 1000 Brussels, Belgium, registered with the register of legal entities under number 0403.200.393 (the Transaction Administrator).

persons referred to under paragraphs (1) and (2) above are together referred to as the Originators and each individually as an Originator.

Each Originator originates trade receivables owed by Obligors (as defined herein) as a result of the sales of goods by such Originator in the course of its business.

The parties hereto agree, upon the terms and subject to the conditions hereof, that each Originator will sell and assign to the Purchaser on a daily basis trade receivables which satisfy certain eligibility criteria as set forth in this Agreement (the Programme).

The Servicers (as defined herein) will act as independent agents within their ordinary course of business in the name and on behalf of the Purchaser as servicers to service and collect the trade receivables sold to the Purchaser under the Programme.

Within the framework of the Programme, the Performance Guarantor will enter into the Performance Guarantee (as defined herein) to guarantee certain obligations.

INTERPRETATION

Definitions

this Agreement capitalised terms have the meanings given to them in Schedule 1 (Definitions), unless otherwise defined herein.

Interpretation

stated to the contrary or the context requires otherwise, in this Agreement (including its preamble and its schedules):

a reference to a Clause or a Schedule is a reference to a clause or a schedule to this Agreement;

a reference to this Agreement shall include its preamble and schedules;

the index and the headings are for convenience or reference only and shall not be used in construing this Agreement;

words appearing in a language other than English shall have the meaning ascribed to them under the law of the corresponding jurisdiction and such meaning shall prevail over their translation into English, if any;

a reference to set-off shall include corresponding rights and powers under applicable law;

a reference to an Originator, a Servicer, the Transaction Administrator, the Performance Guarantor, the Purchaser, or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of its rights and/or obligations under the Transaction Documents;

a reference to a Transaction Document or any other agreement or instrument is a reference to that Transaction Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

a reference to a provision of law (including without limitation any sanctions laws, regulations or restrictive measures) shall mean such provision, as amended, supplemented, substituted or re-enacted from time to time;

a reference to Parties shall be constructed as reference to the parties to the Agreement; and Party means any of the Parties;

a reference to a time of day shall be construed as a reference to time in Belgium; and

all periods of time shall be calculated from midnight to midnight. They shall start on the day following the day on which the event triggering the relevant period of time has occurred. The expiration date shall be included in the period of time. If the expiration date is not a Business Day, the expiration date shall be postponed until the next Business Day. Unless otherwise provided herein, all periods of time shall be calculated in calendar days. All periods of time consisting of a number of months (or years) shall be calculated from the day in the month (or year) when the triggering event has occurred until the eve of the same day in the following month(s) (or year(s)).

Spanish terms

an “insolvency proceeding” includes a declaración de concurso, con independencia de su carácter necesario o voluntario, any notice to a competent court pursuant to Article 5 Bis of the Spanish Insolvency Law and its solicitud de inicio de procedimiento de concurso, auto de declaración de concurso, convenio judicial o extrajudicial con acreedores and transacción judicial o extrajudicial;

a “winding-up”, “administration” or “dissolution” includes, without limitation, disolución, liquidación, procedimiento concursal or any other similar proceedings;

a “receiver”, “administrative receiver”, “administrator” or the like includes, without limitation, administración del concurso, administrador concursal or any other person performing the same function;

a “composition”, “compromise”, “assignment” or “arrangement” with any creditor includes, without limitation, the celebration of a convenio de acreedores in the context of a concurso;

a “matured obligation” includes, without limitation, any crédito líquido vencido y exigible;

“Security” includes, without limitation, any prenda (con o sin desplazamiento posesorio), hipoteca, garantía financier pignoraticia and any other garantía real o personal, derecho de retención, crédito privilegiado, preferencia en el orden de prelación de créditos or other transaction having the same effect as each of the foregoing; and

a person being “unable to pay its debts” includes that person being in a state of insolvencia or concurso.

Italian terms

an “insolvency proceeding” includes, concordato preventivo, concordato fallimentare, restructuring proceeding pursuant to article 67, paragraph 3, lett. D) and article 182-bis of the Italian Bankruptcy Law, liquidazione coatta amministrativa, amministrazione straordinaria, amministrazione straordinaria delle grandi imprese in stato di insolvenza or any other similar proceedings;

a “winding-up”, “administration” or “dissolution” includes, without limitation, liquidazione, amministrazione straordinaria, scioglimento or any other similar proceedings;

a “receiver”, “administrative receiver”, “administrator” or the like includes, without limitation, liquidatore, curatore fallimentare, commissario giudiziale, or any other person performing the same function;

a “composition”, “compromise”, “assignment” or “arrangement” with any creditor includes, without limitation, the celebration of a concordato preventivo in the context of a concordato or accordo di ristrutturazione stragiudiziale or any other similar proceedings;

a “matured obligation” includes, without limitation, any credito liquido certo ed esigibile;

“Security” includes, without limitation, any pegno, ipoteca, privilegio, fideiussione including any other garanzia reale o personale or other transaction having the same effect as each of the foregoing; and

a person being “unable to pay its debts” includes that person being in a state of insolvenza or soggetta a procedure concorsuali.

PURCHASES

On each Purchase Date, each Originator, as absolute legal and beneficial owner with full title guarantee, hereby irrevocably sells, transfers and assigns absolutely and subject to no further conditions to the Purchaser, all of such Originator’s right, title, interest and benefit in and to all Receivables that:

exist or will exist, and in respect of which such Originator has issued or will issue an Invoice;

are identified by such Originator as Eligible Receivables; and

have not been previously acquired by the Purchaser,

Law 52/91, in respect of the Receivables and future Receivables sold, transferred and assigned or to be sold, transferred and assigned by the Italian Originator, by means of the execution of respectively an Initial Italian Purchase Agreement or an Additional Italian Purchase Agreement between the Italian Originator and the Purchaser, and further in compliance with the formalities and provisions set out in Part 1 of Schedule 12 (Form of Transfer Documents);

the Third Additional Provision (Disposición Adicional Tercera) of Spanish Act 1/1999 and articles 1526 et seq. of the Spanish Civil Code, in respect of the Receivables and future Receivables sold, transferred and assigned or to be sold, transferred and assigned by the Spanish Originator, by means of the execution of an Additional Spanish Purchase Agreement between the Spanish Originator and the Purchaser, and further in compliance with the formalities and provisions set out in Part 2 of Schedule 12 (Form of Transfer Documents); and

in respect of any Additional Originator, in accordance with any regulation or formalities set out or referred to in the Accession Letter executed by such Additional Originator.

Subject to the provisions of this Agreement, the Purchaser hereby accepts the initial sale, transfer and assignment on the First Purchase Date and all such successive sales, transfers and assignments on each Purchase Date thereafter.

TERMS AND CONDITIONS GOVERNING PURCHASES

General principles underlying the purchases

Information related to the Receivables of each Originator shall be provided by such Originator or the relevant Servicer in accordance with the terms and conditions of the Transaction Documents or, as required by the Purchaser following the termination of the appointment of a Servicer, by any Backup Servicer appointed for such purpose by the Purchaser. In the latter case, the Programme shall be managed on the basis of the available information only.

Prior to the occurrence of a Termination Event, the Purchaser shall purchase Eligible Receivables from each Originator on each Purchase Date.

Purchase of the Initial Originator Portfolio

Subject to the terms of this Agreement, on the First Purchase Date, the Purchaser shall purchase from each Originator its respective Initial Originator Portfolio.

The obligation of the Purchaser to buy the Initial Originator Portfolio from each Originator is subject to the receipt by the Purchaser of all of the documents and other evidence listed in Schedule 3 (Conditions Precedent to the Purchaser’s obligation to buy) to the satisfaction of or waived by, the Purchaser. The Purchaser shall notify the Transaction Administrator and the Servicers promptly upon being so satisfied, such date, the Conditions Precedent Delivery Date.

By no later than 10:00 a.m. CET on the first Transmission Date, each Servicer must send to the Purchaser and the Transaction Administrator an electronic file in a .CSV format that substantially includes the information mentioned in paragraph (b) of the definition of Receivables Report (in addition to the Template Reports on the performance of the Initial Originator Portfolios), as well as a Template Report, regarding the relevant Initial Originator Portfolio.

Upon receipt of the documents referred to in paragraph (c) above, the Transaction Administrator shall calculate, in respect of each Originator, each IPP in the relevant Eligible Currency, in each case, in respect of the Eligible Receivables comprising the relevant Initial Originator Portfolio (such calculation to be made in accordance with the methodology set out in Schedule 5 (Purchase Price)). By no later than 10:00 CET on the first Calculation Date and subject to receipt of the documents referred to in paragraph (c) above, the Transaction Administrator shall send a Calculation and Payment Report to the Purchaser, the Servicers and the Originators.

The obligation of each Originator to sell the Initial Originator Portfolio to the Purchaser is subject to the receipt by electronic mail by such Originator of the Calculation and Payment Report referred to in paragraph (d) above.

Purchases of Receivables other than the Initial Originator Portfolio

Each Servicer must send to the Purchaser and the Transaction Administrator a Receivables Report by electronic mail in a .CSV format, as well as a Template Report, by no later than 16:00 CET on each Transmission Date in relation to the Calculation Period preceding such Transmission Date.

By no later than 16:00 CET on each Calculation Date, subject to its receipt of the relevant Receivables Report, the Transaction Administrator must prepare and send a Calculation and Payment Report to the Purchaser, each Servicer and each Originator, by electronic mail notifying them of each Purchase Price in the relevant Eligible Currency, in each case in respect of the relevant Eligible Receivables sold during the immediately preceding Calculation Period (both calculated in accordance with the calculation principles set out in Schedule 5 (Purchase Price).

The Purchaser and the Transaction Administrator may by notice to a Servicer defer the Settlement Date, as necessary in the event that the relevant Receivables Report is not timely or properly delivered or incomplete. Any deferral shall be binding on all Parties, and shall be without prejudice to the obligations of the Originators and the Servicers to indemnify the Purchaser and the Transaction Administrator against the losses that may result from such delay or to pay late payment interest on any amount payable by any of them under this Agreement and without prejudice to the other rights of the Purchaser and the Transaction Administrator under this Agreement.

No joint and several liability of the Originators and the Servicers

CONSEQUENCES OF THE PURCHASES

Sale

The Parties confirm that it is their intention to achieve an effective outright assignment and transfer of legal title to the Purchased Receivables, and not to grant a Security as security for any of the Originators’ or the Servicers’ obligations (as an assignment by way of security or other security arrangement). The Purchaser will have full title and interest in the Purchased Receivables as a result of the sale made under this Agreement. The Purchaser shall enjoy complete and exclusive control over the Purchased Receivables. The Purchaser shall, in particular, be free to dispose of the Purchased Receivables as it sees fit in its sole discretion and shall be fully entitled to receive and retain for its own account the Collections in respect of such Purchased Receivables. In connection with any further disposal by the Purchaser, the Purchaser may disclose such information, other than personal data (as defined in accordance with all applicable data protection laws) about the Originators, the Servicers and the Purchased Receivables as the Purchaser considers appropriate. Each Originator and Servicer waives any right it may have to demand rescission of the sale of Purchased Receivables hereunder.

The Purchaser shall be entitled to sell, assign or transfer, wholly or partially, its rights, interest in or title to the Purchased Receivables without any requirement for the consent of any of the Originators, Servicers or Obligors. Following such a sale, assignment or transfer, each of the Transaction Administrator, the Originators and the Servicers agrees that any assignee or transferee of all or any of the Purchased Receivables hereunder shall have all of the rights and benefits and be bound by all of the obligations and duties in respect of the Purchased Receivables so assigned or transferred as if the term ‘Purchaser’ explicitly refers to such assignees or transferees, and no such assignment shall in any way impair the rights or the benefits of the Purchaser from time to time hereunder.

The Purchaser has the right to service, monitor and administer the collection of Purchased Receivables and perform any other actions in relation thereto at its sole discretion.

Ineligible Receivables for Purchase

Should the Receivables Report or the Calculation and Payment Report referred to under Clause 3 (Terms and Conditions Governing Purchases) contain any data regarding Receivables which are Ineligible Receivables for Purchase on the relevant Purchase Date then as soon as any Party becomes aware of the ineligibility of those Receivables, such Party shall immediately inform the other Parties thereof.

If a Party only becomes aware of the ineligibility of one or more Ineligible Receivables for Purchase referred to in paragraph (a) above after they have been taken into account to determine the Purchase Price in accordance with Clause 5 (Purchase Price), an amount corresponding to (i) the Purchase Price in the Eligible Currency of funding of such Ineligible Receivable for Purchase that has been paid erroneously for such Ineligible Receivable for Purchase, plus (ii) the amount of all costs, fees, taxes (except to the extent such taxes are refundable or creditable upon a retransfer of such Ineligible Receivables for Purchase) and expenses and liabilities incurred by the Purchaser in connection with the

Upon, and subject to, the full payment of the amounts as set out in this Clause 4.2, the Purchaser shall simultaneously resell, re-assign and re-transfer the relevant Ineligible Receivables for Purchase to the relevant Originator. Such Originator agrees to repurchase such Ineligible Receivables for Purchase on such Settlement Date or on such other date as may be agreed between the Parties. The Purchaser shall perform such steps and deliver such documents as may be reasonably necessary to give effect to any such re-sales, re-assignments and re-transfers to such Originator.

PURCHASE PRICE

General

The Purchase Price for consideration of acquiring the Eligible Receivables in each Eligible Currency is based on the Outstanding Nominal Value of the Eligible Receivables in such Eligible Currency and comprises more specifically:

IPP in the relevant Eligible Currency payable in accordance with the provisions of Clause 5.2 (Initial Purchase Price and Global Initial Purchase Price); and

DPP in the relevant Eligible Currency payable in accordance with the provisions of Clause 5.3 (Global Deferred Purchase Price).

Price determinations are made for the sum of the Global Portfolio in respect of each Eligible Currency as a whole acquired from the Originators, and not separately for each Receivable.

The determination of IPP and DPP in respect of the Receivables in each corresponding Eligible Currency shall be made by the Transaction Administrator in accordance with the calculation principles included in Schedule 5 (Purchase Price) and shall be set out in the relevant Calculation and Payment Report.

Initial Purchase Price and Global Initial Purchase Price

In respect of the Initial Originator Portfolio

In respect of Receivables other than the Initial Originator Portfolio

IPP is the first part of the Purchase Price payable for the Global Portfolio in the relevant Eligible Currency on a Settlement Date.

IPP is calculated on each Calculation Date in accordance with Schedule 5 (Purchase Price), and is paid in accordance with Clauses 8 (Waterfall) and 9 (Ledgers).

The computation of IPP by the Transaction Administrator shall bind the Parties except in case of manifest error.

At any Calculation Date, GIPP will be calculated by the Transaction Administrator in accordance with Schedule 5 (Purchase Price).

Global Deferred Purchase Price

At any Calculation Date, GDPP applicable to the Global Portfolio in the relevant Eligible Currency will be calculated by the Transaction Administrator in accordance with Schedule 5 (Purchase Price).

Each Instalment of GDPP in the relevant Eligible Currency is determined and payable by the Purchaser on each Settlement Date in accordance with Clauses 8 (Waterfall) and 9 (Ledgers).

From the occurrence of a Termination Date, no further Instalments of GDPP shall be paid unless and until the balance of GIPP for all Eligible Currencies has been reduced to zero and any credit balance of the Ledgers has been duly paid to the Purchaser. Thereafter, Instalment of GDPP will be determined by the Transaction Administrator and payable on each Settlement Date in accordance with Clauses 8 (Waterfall) and 9 (Ledgers).

No interest will be paid by the Purchaser on the GDPP.

SERVICES

Appointment of Servicer

Subject to the conditions of this Agreement and until termination of a Servicer’s appointment pursuant to Clause 14.2(c), the Purchaser hereby appoints:

the Italian Servicer as its servicer in respect of the Receivables of the Italian Originator, and hereby authorises the Italian Servicer to provide the Services in the name and on behalf of the Purchaser; and

the Spanish Servicer as its servicer in respect of the Receivables of the Spanish Originator, and hereby authorises the Spanish Servicer, acting as an independent agent within its ordinary course of business, to provide the Services in the name and on behalf of the Purchaser.

Each Servicer hereby accepts such appointment by the Purchaser on the terms and subject to the conditions of this Agreement.

General duties of the Servicers

Without prejudice to the generality of Clause 6.1 (Appointment of Servicer), the duties of the Servicers shall include the provision of the Services.

From the date of this Agreement until the termination of its appointment in accordance with Clause 14.2(c), each Servicer shall, subject to the terms and conditions of this Agreement, have the full power, authority and right to do or cause to be done any and all things which the Servicer reasonably considers necessary, convenient or incidental to:

the Services; or

the performance of its other duties and obligations under this Agreement.

Notwithstanding anything in this Agreement, a Servicer shall not perform any act or omit to perform any act if such act or omission would result in a breach by it of any provision of a Transaction Document or is reasonably expected to prejudice any rights of the Purchaser under any Transaction Document and shall take any and all reasonable steps required to be taken by it to ensure that the rights of the Purchaser under the Transaction Documents are not prejudiced.

Any provision of this Agreement that provides that a Servicer is acting for (or in the name and on behalf of, as the case may be) an Originator shall be construed as meaning that the Italian Servicer is acting only for (or in the name and on behalf of, as the case may be) the Italian Originator and that the Spanish Servicer is acting only for (or in the name and on behalf of, as the case may be) the Spanish Originator. Notwithstanding anything to the contrary in this Agreement, the Italian Servicer shall provide the Services only in respect of the Receivables of the Italian Originator, and the Spanish Servicer shall provide the Services only in respect of the Receivables of the Spanish Originator.

Sub-delegation

A Servicer shall not sub-contract or delegate the performance of any of its obligations under this Agreement without the prior written approval of the Purchaser (and such approval is not to be unreasonably withheld and/or delayed), save for (i) any sub-contracting or delegation to a person or entity within the Group and (ii) any Service the performance of which has been delegated by any Originator to Capgemini prior to, on or after the date of this Agreement if and for so long as Capgemini does not act in its own name in the performance of such Service. Each Servicer shall however be entitled (and required) to avail itself of duly licensed parties if required in compliance with the obligations included in this Agreement in connection with the performance of the Services hereunder.

Each Servicer shall, where any or all of its obligations hereunder have been sub-contracted in accordance with paragraph (a) above, remain fully liable to the Purchaser to the same extent and under the same terms as if such Servicer itself was servicing the Purchased Receivables.

In the case of any sub-contracting or delegation in accordance with this Clause 6.3, (i) any reference to a Servicer shall include a reference to any such sub-servicer, to the extent appropriate, and (ii) such Servicer shall procure that any such sub-servicer shall comply with the terms of this Agreement to the extent that such terms apply to the Services that are sub-contracted or delegated.

Servicing Fee

The Services will be performed by each Servicer for a servicing fee in each Eligible Currency equal to (VAT excluded, to the extent applicable) the product of:

0.25% per annum;

the Global Portfolio in respect of the relevant Eligible Currency as of the previous Calculation Date; and

the number of days in the relevant Funding Period / 360.

Each Servicer undertakes that it shall incur, for its own account, any costs, expenses and charges in connection with the collection and enforcement of any Purchased Receivable and the Purchaser’s rights and remedies in relation thereto. The Servicer shall have no recourse or claim for indemnification or payment against the Purchaser in respect of such costs, expenses and charges.

The Servicing Fee in the relevant Eligible Currency is payable by the Purchaser on each Settlement Date and will be invoiced every month by each Servicer to the Purchaser. On each Settlement Date, each Servicer may allocate an amount equal to the Servicing Fee from the Available Amounts corresponding to such Eligible Currency as payment by the Purchaser of such Servicing Fee, provided that the Available Amounts are sufficient for such purpose and such allocation is consistent with the priority of payments and allocations described in Clause 8 (Waterfall), 9 (Ledgers) and 10 (Settlement). The Purchaser is released of its obligation to pay the Servicing Fee on the relevant Settlement Date to the extent a Servicer has allocated such an amount for such purpose.

Termination of appointment of a Servicer

A Servicer may not terminate its appointment.

The Purchaser may, by written notice to a Servicer, terminate the appointment of such Servicer after the occurrence of a Credit Enhancement Event pursuant to Clause 14.2(c).

REPURCHASE OPTION

After the Termination Date, the Originators (or the Servicers in the name and on behalf of the Originators) may, by sending a written notice not less than five Business Days before the requested repurchase date, request the Purchaser to sell all outstanding Purchased Receivables originating from the Italian Originator and/or the Spanish Originator at a fair market repurchase price plus any additional costs and taxes resulting from such sale, subject to the Purchase Price in respect of such Purchased Receivables having been paid by the Purchaser to the relevant Originator and the credit balance of each Ledger (taking into account the treatment of that repurchase price as a Collection) having been duly paid to the Purchaser at the latest at the Settlement Date prior to such repurchase.

The Purchaser shall be free to accept or reject any request made pursuant to paragraph (a) above at its absolute discretion. The Purchaser shall notify the relevant Originator and Servicer of any decision made pursuant to paragraph (a) above not later than three Business Days after the receipt of the relevant request.

The relevant Originator must pay the repurchase price referred to in paragraph (a) above on the Settlement Date immediately following the repurchase date proposed by such Originator and accepted by the Purchaser or on any later date as agreed between the Purchaser and the relevant Originator and/or Servicer pursuant to Clauses 8 (Waterfall), 9 (Ledgers) and 10 (Settlement).

WATERFALL

Prior to the occurrence of a Termination Event and in accordance with Schedule 5 (Purchase Price), the Available Amount in the relevant Eligible Currency (increased by any Available Amount in any other Eligible Currency, to the extent that all payments or the allocations from such Available Amount have been fully made, converted on the basis of the relevant Exchange Rate) shall be applied, on each Settlement Date to the payments or allocations to be made by each Servicer on behalf of itself and the relevant Originator in the following order of priority to the extent that the payments or the allocations ranking higher have been made in full:

to pay all liabilities then due and payable on account of any Tax and VAT due by such Originator or Servicer denominated in such Eligible Currency in relation to the Programme;

to pay the Costs (other than any Servicing Fee) then due and payable to the Transaction Administrator and the Purchaser denominated in such Eligible Currency;

to allocate in or towards having such Servicer retain an amount equal to its Servicing Fee due by the Purchaser in such Eligible Currency;

to pay the Indemnities denominated in such Eligible Currency that were left unpaid by such Originator and/or such Servicer;

to allocate in or towards having such Originator retain an amount equal to the Minimum Initial Purchase Price in such Eligible Currency;

to pay any repurchase price to the Purchaser pursuant to paragraph 7(a) of Clause 7 (Repurchase Option);

to allocate in or towards having such Originator retain an amount equal to the Decrease of the GIPP in such Eligible Currency;

to pay any other amount denominated in such Eligible Currency due to the Purchaser that is left unpaid;

to allocate in or towards having such Originator retain an amount equal to Incremental Initial Purchase Price in such Eligible Currency;

to cover the amount in such Eligible Currency of any Shortfall (other than a Shortfall in such Eligible Currency); and

to allocate in or towards payment by the Purchaser to such Originator of the Instalment of GDPP in such Eligible Currency.

After the occurrence of a Termination Event and in accordance with Schedule 5 (Purchase Price), the Available Amount in the relevant Eligible Currency (increased by any Available Amount in any other Eligible Currency, to the extent that all payments or the allocations from such Available Amount have been fully made, converted on the basis of the relevant Exchange Rate) shall be applied on each Settlement Date to the payments or allocations in the following order of priority to the extent that the payments or the allocations ranking higher have been made in full:

to allocate in or towards having the Backup Servicer retain an amount equal to the Backup Servicing Costs (if any) due by the Purchaser denominated in such Eligible Currency;

to pay all liabilities then due and payable on account of any Tax and VAT due by the Originators or the Servicers denominated in such Eligible Currency in relation to the Programme;

to pay the Costs (other than any Servicing Fee and Backup Servicing Costs) then due and payable to the Transaction Administrator and the Purchaser denominated in such Eligible Currency;

to pay the Indemnities denominated in such Eligible Currency that were left unpaid by the Originators and/or the Servicers;

to allocate in or towards having the Originators retain an amount equal to the Minimum Initial Purchase Price in such Eligible Currency;

to pay any repurchase price to the Purchaser pursuant to paragraph (a) of Clause 7 (Repurchase Option);

to cover any other amount denominated in such Eligible Currency due to the Purchaser that is left unpaid;

to allocate in or towards having the Originators retain an amount equal to Incremental Initial Purchase Price in such Eligible Currency;

to allocate in or towards having the Originators retain an amount equal to the Decrease of the GIPP in such Eligible Currency;

to allocate in or towards having a Servicer retain an amount equal to the Servicing Fee (including any VAT) due by the Purchaser in such Eligible Currency;

to cover the amount in such Eligible Currency of any Shortfall (other than a Shortfall in such Eligible Currency); and

subject to Clause 5.3(c), to allocate in or towards having the Originators retain an amount equal to the Instalment of GDPP in such Eligible Currency to the extent that the balance of each GIPP has been reduced to zero and any credit balance of the Ledgers has been duly paid to the Purchaser.

LEDGERS

General

The Purchaser and each Servicer, acting as an independent agent within its ordinary course of business and in the name and on behalf of itself, and the Originators will enter into a bilateral current account relationship, and the Transaction Administrator must keep and maintain for administrative purposes ledgers per Eligible Currency for each Originator, so that, subject to Clause 10 (Settlement), the payments of the various sums due (A) by an Originator or a Servicer to the Purchaser and the Transaction Administrator or (B) by the Purchaser to an Originator or a Servicer will take place by booking the amount due on such ledgers (together, the Ledgers).

Any payment in an Eligible Currency shall be entered into the Ledger corresponding to such Eligible Currency and be settled exclusively in such Eligible Currency.

Each Ledger is indivisible. However, for administrative purposes, the subheadings described in Clause 9.2 and 9.3 will be created. The creation of these subheadings will in no way affect the indivisibility of each Ledger.

Other than the amounts referred to in paragraphs (a), (b) and (c) of Clause 9.2 and paragraphs (c) and (f) of Clause 9.3, the amounts to be booked to a Ledger on any Calculation Date shall include solely those amounts payable on the Settlement Date immediately following such Calculation Date in accordance with and subject to the order of priority and to the extent only that the Available Amount in the relevant Eligible Currency can be allocated to the corresponding item in the order of priority set out in Clauses 8(a) and 8(b).

Unless the amounts referred to in the subheadings (a) to (f) below with respect to the relevant Ledger have been directly transferred to the Purchaser (or to any of its duly appointed agents), the Purchaser shall book the amounts in the relevant Eligible Currency on the Ledger corresponding to such Eligible Currency.

It is well understood that the above entries will be made without duplication, so that the same amount in respect of the same Purchased Receivable in an Eligible Currency will not be entered more than once in the Ledger corresponding to such Eligible Currency.

Amounts to be booked in favour of the Purchaser

Collections (information supplied by each Servicer on behalf of the relevant Originator)

These are the cash payments in the relevant Eligible Currency with respect to the Purchased Receivables in such Eligible Currency, whoever makes such payment and whatever the modalities of such payment are, during the immediately preceding Calculation Period. For the avoidance of doubt, any Suspense Amount received during the immediately preceding Calculation Period (to the extent in such Eligible Currency) will form part of this subheading, but will not be allocated to any Purchased Receivable.

The amounts referred to in this paragraph (a) will be deemed to be booked on the Ledger in such Eligible Currency on the Calculation Date preceding the Settlement Date on which they are due to be transferred to the Purchaser pursuant to Clause 10 (Settlement).

If any Originator breaches its undertaking set out in paragraph 2.3 (Bills of exchange) of Schedule 8 (Undertakings) a Collection shall arise for the Outstanding Nominal Value of the relevant Purchased Receivable in such Eligible Currency and will be deemed to be booked on the Ledger corresponding to such Eligible Currency on the day such a breach arises.

Deemed Collections (information supplied by each Servicer on behalf of the relevant Originator)

This represents the amount by which the Outstanding Nominal Value of Purchased Receivables in such Eligible Currency has been reduced as the consequence of one of the following events:

any Dilution during the immediately preceding Calculation Period, other than the Dilution which has been deducted from the Nominal Value of the Purchased Receivables in such Eligible Currency when calculating the Purchase Price of such Purchased Receivables in such Eligible Currency in accordance with Clause 5 (Purchase Price);

in case of a Purchased Receivable in such Eligible Currency which has been fully or partially paid at the end of the preceding Calculation Period and for which no adjustment of the Outstanding Nominal Value has been made as per Clause 5 (Purchase Price), the amount of the Deemed Collection corresponds to the amount in such Eligible Currency of such total or partial payment;

any set-off agreed by any Originator during the immediately preceding Calculation Period, without prejudice to any set-off prohibition set out in any Transaction Document, or required by operation of law or by a court decision between debts denominated in such Eligible Currency and owed to any Obligor and the Purchased Receivables in such Eligible Currency against such Obligor;

any conflict, claim or dispute has been raised in good faith and in writing by an Obligor in relation to Purchased Receivables in such Eligible Currency during the immediately preceding Calculation Period; or

any other circumstance or event admitted by any Originator or recognised in a court of law during the immediately preceding Calculation Period.

The Deemed Collections in such Eligible Currency will be treated as a payment made by any Obligor whose Receivables in such Eligible Currency have been purchased.

The Deemed Collections in such Eligible Currency will be deemed to be booked on the Ledger corresponding to such Eligible Currency on the Calculation Date immediately following the Calculation Period during which the events referred to in paragraph (i) above arise.

The amount corresponding to the Purchase Price erroneously paid for Ineligible Receivables for Purchase in such Eligible Currency that have been taken into account as Eligible Receivables plus the amount of all costs, fees, expenses, taxes (except to the extent such taxes are refundable or creditable upon a retransfer of such Ineligible Receivables for Purchase) and liabilities in such Eligible Currency incurred by the Purchaser in connection with the purchase, the holding and the re-transfer of such Ineligible Receivables for Purchase

This amount will be treated as a payment by the relevant Originator to the Purchaser.

This amount will be deemed to be booked on the Ledger corresponding to such Eligible Currency on the day the Purchaser has exercised its rights in accordance with Clause 4.2.

The amount equal to the repurchase price in such Eligible Currency of Purchased Receivables repurchased by an Originator pursuant to paragraph (a) of Clause 7 (Repurchase Option)

This amount will be treated as a payment by the relevant Originator to the Purchaser.

This amount will be deemed to be booked on the Ledger corresponding to such Eligible Currency on the repurchase date proposed by such Originator and accepted by the Purchaser in accordance with Clause paragraph (a) of Clause 7 (Repurchase Option).

Any Indemnity denominated in such Eligible Currency payable by an Originator and/or a Servicer to the Purchaser

These are the amounts payable by an Originator and/or a Servicer to the Purchaser pursuant to Clause 20 (Increased Costs) and Clause 21 (Other Indemnities).

The amount of the Indemnity will be deemed to be booked on the Ledger corresponding to such Eligible Currency on the day the Indemnity is payable.

Any other amount in such Eligible Currency due under this Agreement to the Purchaser by an Originator (information supplied by a Servicer on behalf of the relevant Originator)

Any advance payment of IPP in such Eligible Currency made by the Purchaser to an Originator

This amount represents the amounts paid by the Purchaser to an Originator as an advance to IPP in such Eligible Currency in accordance with the provisions of Clause 11.2(b)(ii).

The amount will be deemed to be booked on the Ledger corresponding to such Eligible Currency on the day the amount is paid to the Originators.

Payment in such Eligible Currency made by the Purchaser

This amount represents the balance of the Ledger corresponding to such Eligible Currency to be paid by the Purchaser to an Originator pursuant to Clause 10 (Settlement).

It will be deemed to be booked on the Ledger corresponding to such Eligible Currency on the Settlement Date immediately after the intermediate payment following the intermediate closing of such Ledger on such Settlement Date in accordance with Clause 10 (Settlement).

Amounts to be booked in favour of the Originators and the Servicers

The Minimum Initial Purchase Price and the Incremental Initial Purchase Price in such Eligible Currency (if any) paid for the Global Portfolio in such Eligible Currency acquired by the Purchaser

The Instalment of GDPP in such Eligible Currency (if any)

This amount is payable in accordance with Clause 5.3(b) on each Settlement Date.

This amount will be deemed to be booked on the Ledger corresponding to such Eligible Currency on the Calculation Date immediately preceding the relevant Settlement Date.

The total amount in such Eligible Currency of the payment cancellations

Certain forms of payment used by an Obligor can give rise to the cancellation of the payment of Purchased Receivables in such Eligible Currency previously booked on the Ledger corresponding to such Eligible Currency and thus paid to the Purchaser.

The amount of the cancellation will be deemed to be booked on the Ledger corresponding to such Eligible Currency on the Calculation Date immediately following the Calculation Period during which the payment into the relevant Dedicated Collection Account is cancelled.

The Servicing Fees in such Eligible Currency payable to the Servicers

Any other amount denominated in such Eligible Currency due by the Purchaser to the Originators and/or the Servicers

Collections in such Eligible Currency in respect of Ineligible Receivables for Purchase

Any payment of excess of Collections in such Eligible Currency made by the Servicers (on behalf of the Originators) to the Purchaser

This amount represents the amounts paid by the Servicers to the Purchaser in accordance with the provisions of Clause 11.2.(b)(i).

The amount will be booked on the Ledger corresponding to such Eligible Currency on the day the amount is payable to the Originators.

Payments in such Eligible Currency made by the Originators

This amount represents the balance of the Ledger corresponding to such Eligible Currency as calculated pursuant to Clause 10.1 (Terms and conditions of intermediate closing of the Ledgers) of this Agreement.

It will be deemed to be booked on the Ledger corresponding to such Eligible Currency on the relevant Settlement Date immediately after the intermediate payment following the intermediate closing of the Ledger corresponding to such Eligible Currency on such Settlement Date in accordance with Clause 10.1 (Terms and conditions of intermediate closing of the Ledgers).

SETTLEMENT

Terms and conditions of intermediate closing of the Ledgers

The Transaction Administrator shall calculate on each Calculation Date the intermediate closing balances of each Ledger to be paid on the immediately following Settlement Date taking into account all entries scheduled to take place until the immediately preceding Cut-off Date (or, if so specified in Clause 9 (Ledgers), on such Calculation Date). The obligations of the Originators, the Servicers and the Purchaser resulting in such scheduled entries shall be cancelled as of such Settlement Date and replaced by an obligation to pay (or, as the case may be, a right to receive payment of) the amount in the relevant Eligible Currency of the respective balance of the Ledger corresponding to such Eligible Currency. The balances resulting from each intermediate closing will be paid (i) to the relevant Servicer, acting as an independent agent within its ordinary course of business and in the name and on behalf of the relevant Originator or, as the case may be, (ii) to the Purchaser where such balances are owed to the Purchaser pursuant to this Agreement, in each case notwithstanding the consequences that a seizure or any other similar measure imposed on the whole or part of the amounts due by one party to the other would have on such balance.

The payments described in paragraph (a) above will take place on the Settlement Date immediately following the relevant Calculation Date.

The provisions of this Clause 10 (Settlement) are without prejudice to Clause 14 (Credit Enhancement) and 15 (Termination).

Each Servicer shall allocate between itself and the relevant Originator any balances payable in favour of, or payable by, itself.

Terms and conditions governing payments

By electronic mail no later than 16:00 CET, on the Transmission Date immediately following the end of a Calculation Period, each Servicer must inform the Purchaser and the Transaction Administrator of the global amounts booked for each subheading on each Ledger since the previous intermediate closing of such Ledgers, as well as any corrective entries, insofar as such data has to be supplied by it in compliance with Clause 9 (Ledgers) and to the extent it has not otherwise been reported in accordance with the Transaction Documents.

On the Calculation Date immediately following the end of a Calculation Period, on the basis of the information supplied by a Servicer, the Transaction Administrator must compute, on the basis of the information available to it, each balance in the relevant Eligible Currency of each Ledger corresponding to such Eligible Currency as well as the amount of each Instalment of GDPP payable in such Eligible Currency on the relevant Settlement Date and notify these to such Servicer and the Purchaser by means of the Calculation and Payment Report, such report being sent by electronic mail before 16.00 CET.

The Servicers, the Originators and the Purchaser agree that the computation of the closing balance of any Ledger calculated and delivered by the Transaction Administrator will be binding on each other, except in case of manifest error.

On each Settlement Date, each Servicer shall pay to the Purchaser the amount of the balance in the relevant Eligible Currency of the relevant Ledger corresponding to such Eligible Currency in accordance with the allocation made by the Transaction Administrator, by transfer to the Purchaser Settlement Account from the relevant Servicer Account.

If, following a lack of funds the balance of the relevant Ledger due to the Purchaser on the Settlement Date cannot be paid in full or in part to the Purchaser, the relevant Servicer will owe late interest to the Purchaser, calculated at:

EURIBOR (one month), plus Applicable Margin plus 2% per annum on the amount to be paid, in respect of any balance of such Ledger in EUR; and

LIBOR (one month), plus Applicable Margin plus 2% per annum on the amount to be paid, in respect of any balance of such Ledger in any other Eligible Currency,

The Purchaser undertakes to credit the relevant Servicer Account with the amount of each balance in the relevant Eligible Currency of the relevant Ledger corresponding to such Eligible Currency if this balance is in favour of a Servicer or an Originator, under value Settlement Date.

Payment by the Purchaser in accordance with this Clause 10.2 to a Servicer will discharge all of the Purchaser’s payment obligations in favour of such Servicer and the relevant Originator, and such Servicer and Originator will no longer have any claim or recourse against the Purchaser for any such amounts.

CASH SWEEP

Cash Sweep to the Dedicated Collection Account

Cash Sweep to the Purchaser

The Transaction Administrator and the Purchaser and any of their agents, advisors or representatives have the right to verify the data received on any Collections Testing Date with the data received on the Transmission Date immediately following the relevant Collections Testing Date and to carry out additional Due Diligence in this respect.

If on any Collections Transfer Date, on the basis of the relevant Collections Report (or, in case of acceleration in accordance with clause 15.3(a)(iii), a daily report):

the Global Initial Purchase Price as from the Cut-off Date corresponding to the immediately preceding Settlement Date, exceeds the sum of (a) the Theoretical GIPP as of three Business Days prior to such Collections Transfer Date and (b) the cleared EUR amounts standing to the credit of the Purchaser Sweep Account as of such Collections Transfer Date, by more than EUR 50,000, then such Servicer, acting in the name and on behalf of the relevant Originator, undertakes to credit Purchaser Sweep Account with the amount of the entire excess the following Business Day and with the following payment reference: “WCS TRPP Ferro – Cash Sweep”; or

if the sum of (a) the Theoretical GIPP as of three Business Days prior to such Collections Transfer Date and (b) the cleared EUR amounts standing to the credit of the Dedicated Collection Account as of such Collections Transfer Date, exceed the Global Initial Purchase Price as from the Cut-off Date corresponding to the immediately preceding Settlement Date, by more than EUR 50,000, then the Purchaser undertakes to credit the relevant Servicer Account with an amount equal to the minimum of such excess and of the EUR amount standing to the credit of the Dedicated Collection Account, and

REPRESENTATIONS

The representations and warranties set out in Schedule 6 (Representations), Part I are made to the Purchaser and the Transaction Administrator by each Originator, each Servicer and the Performance Guarantor:

on the Signing Date or, in case of an Additional Originator, the day on which it becomes (or it is proposed that it becomes) an Additional Originator;

on each Purchase Date;

on each Transmission Date;

on each Collections Testing Date; and

on each Settlement Date.

The representations and warranties set out in Schedule 6 (Representations), Part II are made to the Purchaser and the Transaction Administrator by each Originator and (but excluding the representations under paragraphs 1 (Validity of assignment of the Eligible Receivables and 2 (Receivables and bank accounts)) each Servicer:

on the Signing Date or, in case of an Additional Originator, the day on which it becomes (or it is proposed that it becomes) an Additional Originator; and

on each Purchase Date (it being understood that the representations under paragraphs 1 and 2 of Schedule 6 (Representations), Part II shall only be given on each Purchase Date with respect to the Receivables that are purchased on such Purchase Date).

Each representation or warranty deemed to be made after the Signing Date shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made. Each representation or warranty made by a Party is made by reference to the facts and circumstances related to such Party only. No Party makes (or shall be deemed to have made) under this Agreement any representation or warranty by reference to facts and circumstances related to another Party.

Each Party acknowledges that the Purchaser would not have entered into this Agreement without having received the representations and warranties set out in the Transaction Documents and this notwithstanding any inspection and/or investigation, actual or potential, which may have already been carried out or will in the future be carried out in relation to the Purchased Receivables, the relevant Originator and the relevant Originator’s business.

UNDERTAKINGS

CREDIT ENHANCEMENTS

Credit Enhancement Events

of the events or circumstances set out in Schedule 9 (Credit Enhancements) is a Credit Enhancement Event.

Consequences of a Credit Enhancement Event

require such Servicer to provide without delay an up-to-date list of all relevant Purchased Receivables together with an ageing balance detailed per Obligor;

require that the Collections Testing Dates and the Collections Transfer Dates take place weekly, starting on the date set out in the notice;

terminate the appointment of such Servicer, it being understood that such notice may provide that the termination of the appointment of such Servicer will only become effective upon the appointment by the Purchaser of a Backup Servicer;

appoint a Backup Servicer and instruct the Backup Servicer or such Servicer, as the case may be, to:

perform the necessary steps for aligning the servicing systems of such Servicer and the Backup Servicer and providing, respectively, loading such Servicer’s and Originators’ data provided via a daily portfolio download;

administer the Programme on a daily basis, including the delivery of a Receivables Report on each Business Day, a reconciliation of the Purchased Receivables, an allocation of the cash-flows with respect to the Programme, a storage of the records of the Obligors;

assess the ability of the Backup Servicer to assume the full servicing of the Purchased Receivables; and

perform such other tasks as are required in relation to the pre-activation of the backup servicing (as will be set out further in the Backup Servicing Agreement);

require an Originator, a Servicer or the Backup Servicer to notify at its own cost promptly the relevant Obligors or, as the case may be, any other obligor under or in connection with the relevant Purchased Receivables of:

the sale, transfer and assignment to the Purchaser of such Purchased Receivables owing by such Obligors (or, as the case may be, any other obligor under or in connection with such Purchased Receivables); or

the requirement to pay amounts due under such Purchased Receivables directly to the Purchaser or to any other party designated in such notification, such notice being substantially in the form of the relevant notice set out in Schedule 17 (Obligor Notices);

if an Originator or a Servicer fails to send a notification pursuant to paragraph (e) above or the Purchaser directs otherwise, notify itself (or instruct the Backup Servicer to notify) such Obligors or other obligors directly, in the name and on behalf of such Originator, as set out in paragraph (e)(i) or paragraph (e)(ii) above;

change the regularity of the Settlement Dates, the Calculation Dates and the Cut-off Dates;

require any Originator to carry out all actions necessary to protect or perfect the relevant Account Pledge Agreements (including to arrange for the acknowledgement and waiver of security, set-off or similar liens to be obtained in writing from the relevant Dedicated Collection Account Banks) within 30 days from the date at which such Originator receives a request to that effect from the Purchaser;

cease to purchase any Receivable in respect of which a letter of credit has been issued; and

instruct the Originators, the Servicers or the Backup Servicer to perform any specific action required under applicable law to ensure that the transfer of the relevant Receivables is perfected on a daily basis.

TERMINATION

Termination Events

Termination Dates

A Termination Date occurs on:

the Scheduled Termination Date;

the Settlement Date falling after the expiration of the notice period referred to in paragraph (c) below;

the date of the occurrence of any Termination Event referred to in paragraph 5 (Insolvency) or paragraph 6 (Insolvency proceedings) of Schedule 10 (Termination Events);

the date on which the Purchaser terminates the Programme following the occurrence of a Termination Event (other than an event referred to in paragraph 5 (Insolvency) or paragraph 6 (Insolvency proceedings) of Schedule 10 (Termination Events)) pursuant to Clause 15.1; and

the date on which the Purchaser terminates the Programme in accordance with Clause 16 (Euro Area Risk).

Without prejudice to paragraph (c) below, the Parties will make a joint decision as to the renewal of the Programme at the latest on the Settlement Date falling one month prior to the Scheduled Termination Date (such a Scheduled Termination Date, a Renewal Date). If a renewal is agreed between the Parties by one calendar month prior to the Renewal Date, the Scheduled Termination Date shall not occur and the Programme shall remain in place for an additional period (a Renewal Period) starting on such Renewal Date (excluded) and ending on the date which falls 364 days after such Renewal Date (included). If a renewal is not agreed between the Parties in accordance with this Clause 15.2(b), the Programme will terminate at the earliest of the Scheduled Termination Date or the Settlement Date occurring at or immediately following the expiration of the last agreed Renewal Period.

The Purchaser may terminate this Agreement, and each Originator may terminate this Agreement in respect of itself, by giving not less than 90 days prior written notice to all Originators or the Purchaser (as applicable) and to the Transaction Administrator. The Programme will terminate with respect to the Party having sent such notice on the Settlement Date falling after the expiration of such notice period. If an Originator terminates this Agreement pursuant to this paragraph (c), it shall within three Business

Consequences of a Termination Date

Subject to paragraph (c) below, when a Termination Date occurs:

any of the consequences of a Credit Enhancement Event will apply;

the Purchaser will cease to purchase Receivables and the Programme will terminate;

the Collections Testing Dates and the Collections Transfer Dates take place on each Business Day;

the Purchaser may enforce any Security under the Account Pledge Agreements in any manner it sees fit pursuant to the relevant Account Pledge Agreements;

the Total Collections received by an Originator, a Servicer or a Backup Servicer will be paid to the Purchaser by the Originator, Servicers or Backup Servicer, as the case may be, on each Collections Transfer Date; and

no further Instalment of GDPP shall fall due unless and until the balance of each GIPP shall have been reduced to zero and any credit balance of each Ledger shall have been duly paid to the Purchaser.

Insofar the provisions contained in this Clause do not derogate therefrom, the other Clauses of this Agreement will remain applicable until the Parties have conclusively executed their obligations under this Agreement.

Paragraph (a) (i), (iii) and (v) above will not apply to the Scheduled Termination Date.

EURO AREA RISK

an adverse effect on the collectability of any Purchased Receivable;

a Material Adverse Effect; or

exposes the Programme, in full or in a material part, to currency risk,

at the discretion of the Purchaser,

the obligations of the Purchaser to purchase Eligible Receivables under this Agreement shall be suspended without notice and with immediate effect; and

the Purchaser may terminate the Programme with immediate effect upon serving notice to the Servicers; or

without prejudice to the eligibility criteria set out in Schedule 2 (Eligibility Criteria), the Purchaser may add eligibility criteria relating to Obligors affected by the events under paragraph (i) or (ii) above and such additional eligibility criteria will be deemed to constitute Eligibility Criteria.

SURVIVAL OF CLAUSES

FEES

Structuring Fee

Funding Costs

Costs shall accrue at the Purchaser’s costs of funds are equal to the product of:

the Base Rate plus Applicable Margin;

the Global Initial Purchase Price in respect of the relevant currency as of the previous Calculation Date; and

the number of days in the relevant Funding Period / 360.

selection of the source of funding shall in all events be in the sole discretion of the Purchaser.

Calculation

The Costs are calculated for each relevant Funding Period (on the Calculation Date immediately following the end of such Funding Period) and for each relevant Eligible Currency.

The Costs are calculated for each Originator and Servicer separately.

Payment

On each relevant Settlement Date, each Originator, in accordance with the allocation made by the relevant Servicer, must use the relevant Available Amounts in the relevant Eligible Currency to pay the Costs (other than the Servicing Fee and the Backup Servicing Fee) that have become due and payable in the corresponding Eligible Currency in accordance with the priority of payments and allocations described in Clause 8 (Waterfall) and Schedule 5 (Purchase Price).

The payment of the Funding Costs, the Due Diligence Fees and the Structuring Fee shall be invoiced by the Purchaser or the Transaction Administrator, as the case may be, directly to the Performance Guarantor or the relevant Servicer, for the account of itself and the relevant Originator, and shall be made by wire transfer. The Purchaser or the Transaction Administrator, as the case may be, will supply the Servicers with reasonable details and justification of any such Funding Costs, Due Diligence Fees and Structuring Fee.

Payment of Expenses

the preparation, execution, delivery, administration, amendment or modification of, or any waiver or consent issued in connection with, the Transaction Documents and any other documents to be delivered in connection with the Transaction Documents (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Transaction Administrator and the Purchaser with respect thereto, and with respect to advising the Purchaser and the Transaction Administrator as to their respective rights and remedies under the Transaction Documents);

the enforcement of the Transaction Documents and any other documents to be delivered in connection with the Transaction Documents, including any restructuring or workout of this the Transaction Documents following a Credit Enhancement Event or Termination Date. All such expenses will be documented with reasonable detail; and

the termination of the Programme.

TAX

Tax Gross-Up; Certain Tax Matters

All payments to be made by an Originator or a Servicer to the Purchaser or the Transaction Administrator under the Transaction Documents shall be made without withholding or deduction for any Tax, except as required by applicable law (hereinafter referred to as Applicable Taxes). If any applicable law requires the deduction or withholding of any Tax from any such payment, then (i) applicable Originator or Servicer shall be entitled make such deduction or withholding, and (ii) if the Applicable Taxes are not Excluded Taxes, the sum payable by such Originator or Servicer in respect of which such deduction or withholding or payment which is required to be or is made, shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding (and any additional deduction or withholding or payment applicable to additional sums paid under this section 19.1(a)), the Purchaser or the Transaction Administrator (as applicable) receive and retain (free from liability in respect of any such deduction or withholding or payment) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made.

Each Originator and Servicer must pay any present or future stamp, court or documentary, intangible, recording, filing or similar Taxes imposed by any taxing authority therein which arise from any payment made hereunder or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to the Transaction Documents (hereinafter referred to as Other Applicable Taxes).

Each Originator and Servicer shall indemnify the Purchaser and the Transaction Administrator for the full amount of Applicable Taxes (other than Excluded Taxes) and Other Applicable Taxes (including, without limitation, any Applicable Taxes (other than Excluded Taxes) and Other Applicable Taxes imposed on amounts payable under this Clause 19 (Tax)) paid by the Purchaser or the Transaction Administrator and any reasonable expenses arising therefrom or with respect thereto.

Within 30 days after the date of any payment of Applicable Taxes, each Servicer, acting for its own behalf and on behalf of the relevant Originator, shall provide the Purchaser and the Transaction Administrator with a copy of a receipt evidencing payment thereof. If Applicable Taxes would be payable in respect of any payment hereunder by any Originator or Servicer but an exemption (in whole or in part) in relation to such Applicable Taxes is available, the relevant Servicer, acting for its own behalf and on behalf of such Originator, or such Originator shall, upon the reasonable request of the Purchaser or the Transaction Administrator, use it reasonable efforts to obtain (and promptly after to provide the Purchaser and the Transaction Administrator with) a certificate from each relevant taxing authority (if it is customary for such taxing authority to issue such certificate), or an opinion of tax counsel acceptable to the Purchaser and the Transaction Administrator, in either case stating that such payment may be exempt from or not effectively subject to the relevant Applicable Taxes and, if applicable, explaining the conditions for such exemption or relief.

Tax Reduction, Tax Form

If an Originator or Servicer becomes obliged to pay any Applicable Taxes or Other Applicable Taxes (including by reason of a gross-up or indemnity under this Section 19.1) with respect to any amounts payable to the Purchaser or the Transaction Administrator under the Transaction Documents, the Purchaser and the Transaction Administrator shall use their reasonable efforts to take such steps as would avoid or reduce the amount of such Applicable Taxes or Other Applicable Taxes (including the delivery to the applicable Originators and Servicers of such properly completed and executed documentation reasonably requested by an Originator or Servicer as will permit payments to be made without withholding or at a reduced rate of withholding, such as a tax residence certificate issued by the corresponding taxing authorities of the tax jurisdiction of the Purchaser and/or Transaction Administrator), provided that no such steps shall be required to be taken if, in the reasonable judgment of the Purchaser and the Transaction Administrator, such steps would subject the Purchaser or the Transaction Administrator, as applicable, to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of the Purchaser or Transaction Administrator.

Without limiting the generality of paragraph 19.1(e)(i), the Purchaser shall deliver to the Originators and the Servicers (for provision to the Performance Guarantor) prior to the date of the payment of the Structuring Fee (as described in Section 18.1), executed copies of whichever of the following is applicable, in each case establishing a full exemption from U.S. federal withholding Tax with respect to the Structuring Fee:

IRS Form W-8BEN-E;

IRS Form W-8ECI; or

IRS Form W-81MY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS FormW-8BEN-E, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable.

VAT Refund

FATCA Deduction

Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment.

FATCA Information

Subject to paragraph (c) below, each Party shall, within ten Business Days of a reasonable request by another Party:

confirm to that other Party whether it is:

a FATCA Exempt Party; or

not a FATCA Exempt Party;

supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA.

If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

Paragraph (a) above shall not oblige any Party to do anything which would or might in its reasonable opinion constitute a breach of:

any law or regulation;

any fiduciary duty; or

any duty of confidentiality.

If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of this Agreement (and payments under it) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

INCREASED COSTS

Increased Costs

Subject to Clause 20.3 (Exceptions), each Originator and Servicer shall, within three Business Days of a demand by the Purchaser, pay the amount of any Increased Costs incurred or suffered by the Purchaser or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement; or (iii) the implementation or application of, or compliance with Basel III or CRD IV or any other law or regulation that implements or applies Basel III or CRD IV (whether such implementation, application or compliance is by a government, regulator, Purchaser or any of its Affiliates).

In this Agreement:

Increased Costs means:

a reduction in the rate of return from a commitment under or in respect of any Transaction Document or on its capital employed in respect of obligations under any Transaction Document or arising in connection herewith or therewith;

an additional or increased cost; or

a reduction of any amount due and payable under any Transaction Document,

Basel III means:

the agreements on capital requirements, the leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”.

CRD IV means each of (A) Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and (B) Regulation (EU) No. 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No. 648/2012.

Increased cost claims

The Purchaser intending to make a claim pursuant to Clause 20.1 (Increased Costs) shall notify the relevant Originator or Servicer of the event giving rise to the claim.

The Purchaser shall, as soon as practicable after a demand by the relevant Originator or Servicer, provide a certificate confirming the amount of its Increased Costs.

Exceptions

attributable to a Tax deduction (other than a FATCA Deduction) required by law to be made by the relevant Originator or Servicer;

attributable to a FATCA Deduction required to be made by a Party;

compensated for by Clause 19.1(a) or 19.1(c); or

attributable to the wilful breach by the Purchaser or its Affiliates of any law or regulation.

OTHER INDEMNITIES

Currency Indemnity

If any sum due from an Originator or Servicer under the Transaction Documents (a Sum), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency in which that Sum is payable (the First Currency) into another currency (the Second Currency) for the purpose of:

making or filing a claim or proof against such Originator or Servicer, as the case may be; or

obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings against such Originator or Servicer,

Each Originator and Servicer waives any right it may have in any jurisdiction to pay any amount under the Transaction Documents in a currency or currency unit other than that in which it is expressed to be payable.

In respect of any Non-EUR Purchased Receivable, if the relevant Obligor pays the Outstanding Nominal Value of such Non-EUR Purchased Receivable in the currency in which such Outstanding Nominal Value is denominated and the Outstanding Nominal Value of such Non-EUR Purchased Receivable converted into EUR at the Exchange Rate on the relevant date is less or higher than the Outstanding Nominal Value of such Non-EUR Purchased Receivable converted into EUR at the Invoice Exchange Rate, then:

if “less”, such Originator shall pay to the Purchaser an amount in EUR equal to such difference, which shall be booked in the Ledger in accordance with Clause 9.2(e); and

if “higher”, the Purchaser shall pay to such Originator an amount in EUR equal to such difference, which shall be booked in the Ledger in accordance with Clause 9.3(f).

Indemnities by the Originators and the Servicers

Without limiting any other rights which the Purchaser or the Transaction Administrator may have under this Agreement or under any applicable law, each Originator and Servicer agrees to indemnify the Purchaser and the Transaction Administrator and any of their assignees, directors, officers, employees, agents and attorneys (all of the foregoing being collectively referred to as the Indemnified Parties) from and against any and all damages, losses, claims, custom duties, liabilities and related costs and expenses, including attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the Indemnified Amounts) awarded against or incurred by any of them arising out of or resulting from the breach by such Originator or Servicer of its own obligations under any Transaction Document, provided however, that nothing contained in this Clause shall limit the liability of each Originator and Servicer nor limit the recourse of the Indemnified Parties to each Originator and Servicer for amounts otherwise specifically provided to be paid by such Originator and Servicer, under the terms of any Transaction Document.

No Originator or Servicer shall be under any liability under Clause 21.2(a) above to pay:

Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction considers such Indemnified Amounts to result from the gross negligence or wilful misconduct of any Indemnified Party seeking indemnification;

Indemnified Amounts to the extent they constitute losses incurred on Defaulted Receivables;

Indemnified Amounts constituting unforeseeable damages, unless the Indemnified Amounts arise out of the wilful misconduct or gross negligence of any Originator or Servicer; and

any Excluded Taxes.

LIMITED RECOURSE

Limited recourse

The Purchaser hereby agrees that, notwithstanding any other provision of any Transaction Document, all obligations of each Originator to the Purchaser in respect of any Purchased Receivables are limited in recourse to an amount equal to the Instalment of GDPP in respect of such Purchased Receivables. If:

there are no Available Amounts remaining which are capable of being realised or otherwise converted into cash;

all Available Amounts have been applied to meet or provide for the relevant obligations specified in, and in accordance with, the provisions of this Agreement; and

there are insufficient Available Amounts to pay in full, in accordance with the provisions of this Agreement, the obligations of the Originators under this Agreement,

Upon satisfaction or waiver of the conditions precedent set forth under Clause 3.2(b), the Servicers and the Originators can only demand performance by the Purchaser of its obligations to pay each IPP and/or GDPP in the relevant Eligible Currencies, in accordance with Clause 5 (Purchase Price) and enforce such obligations and without prejudice to the application of Clauses 8 (Waterfall), 9 (Ledgers) and 10 (Settlement), but waive the right to demand rescission of any purchase made pursuant to this Agreement.

Each Originator hereby irrevocably waives any unpaid seller’s lien that it may have under article 20, 5° of the Belgian mortgage law of 16 December 1851 or otherwise.

Non-Petition

No recourse against stockholders

ROLE OF THE TRANSACTION ADMINISTRATOR

Appointment of the Transaction Administrator

Each Originator, each Servicer and the Purchaser appoints the Transaction Administrator to act as transaction administrator under and in connection with the Transaction Documents.

Each Originator, each Servicer and the Purchaser authorises the Transaction Administrator to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Transaction Administrator under or in connection with the Transaction Documents, together with any other incidental rights, powers, authorities and discretions.

Duties of the Transaction Administrator

The Transaction Administrator will:

prepare, on each Calculation Date, the Calculation and Payment Reports for each Eligible Currency, which will be sent by electronic mail to the Purchaser, the Originators and the Servicers in accordance with this Agreement; and

make the computations for (i) the payments or internal allocations as set out in Clause 8 (Waterfall) towards the Available Amounts and (ii) the calculations under Clause 10 (Settlement).

Subject to paragraph (c) below, the Transaction Administrator shall promptly forward each original or copy of a document or report which is delivered by a Party to each other Party in accordance with this Agreement, to the extent that such document or report has not yet been sent to such Party.

Except where a Transaction Document specifically provides otherwise and except in relation to any of its obligations pertaining to the calculations and computations under Clause 3.2(d), Clause 3.3(b), Clause 3.3(b), Clause 8 (Waterfall), Clause 9 (Ledgers) and Clause 10 (Settlement), the Transaction Administrator is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

If the Transaction Administrator receives notice from a Party referring to this Agreement, describing a Credit Enhancement Event or a Termination Event and stating that the circumstance described is a Credit Enhancement Event or a Termination Event, it shall promptly notify the other Parties.

The Transaction Administrator shall have only those duties, obligations and responsibilities expressly specified in the Transaction Documents to which it is expressed to be a party (and no others shall be implied).

No fiduciary duties

Rights and discretions

The Transaction Administrator may:

rely on:

any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;

any statement made by a director, authorised signatory or employee of any of the Originators, the Servicers and the Purchaser regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify;

rely on a certificate from any person:

as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person,

to the effect that such person approves of any particular dealing, transaction, step, action or thing; or

The Transaction Administrator may assume (unless it has received notice to the contrary in its capacity as agent for the Originators, the Servicers and the Purchaser) that:

no Credit Enhancement Event or Termination Event has occurred; and

any right, power, authority or discretion vested in any Party has not been exercised.

The Transaction Administrator may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.

Without prejudice to the generality of paragraph (c) above or paragraph 0 below, the Transaction Administrator may at any time engage and pay for the services of any lawyers to act as independent counsel to the Transaction Administrator if the Transaction Administrator in its reasonable opinion deems this to be necessary.

The Transaction Administrator may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Transaction Administrator or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

The Transaction Administrator may act in relation to the Transaction Documents through its officers, employees and agents.

Notwithstanding any provision of this Agreement or any other Transaction Document, in no event shall the Transaction Administrator ever be required to take or omit to take any action which exposes the Transaction Administrator to personal liability or which is contrary, or might in its reasonable opinion be contrary, to any provision of any Transaction Document or applicable law or a breach of a fiduciary duty or duty of confidentiality.

Notwithstanding any provision of any Transaction Document to the contrary, the Transaction Administrator is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Responsibility for documentation

Transaction Administrator is not responsible or liable for:

the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Transaction Administrator (other than the Calculation and Payment Reports), any Originator, any Servicer or the Purchaser or any other person in connection with any Transaction Document or the transactions contemplated in the Transaction Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document;

the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document; or

without prejudice to its confidentiality obligation under Clause 30 (Confidentiality), any determination as to whether any information provided or to be provided to any Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

No duty to monitor

Transaction Administrator shall not be bound to enquire:

whether or not any Credit Enhancement Event or Potential Termination Event has occurred;

as to the performance, default or any breach by any Party of its obligations under any Transaction Document;

into the property (including the books and records) of any Party and shall not have any duty to verify the adequacy, suitability or accuracy of any accounts, books, records, information or files maintained by any Party pursuant to any of the Transaction Documents (except in relation to any of its obligations pertaining to the calculations and computations under Clause 3.2(d), Clause 3.3(b), Clause 8 (Waterfall), Clause 9 (Ledgers) and Clause 10 (Settlement));

as to the accuracy, authenticity or sufficiency of any certificates, notices or information delivered pursuant to any of the Transaction Documents (except in relation to any of its obligations pertaining to the calculations and computations under Clause 3.2(d), Clause 3.3(b), Clause 8 (Waterfall), Clause 9 (Ledgers) and Clause 10 (Settlement)); or

whether any other event specified in any Transaction Document has occurred.

Exclusion of liability

Without limiting paragraph (b) below (and without prejudice to any other provision of any Transaction Document excluding or limiting the liability of the Transaction Administrator), the Transaction Administrator will not be liable for:

any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Transaction Document, unless directly caused by its gross negligence or wilful misconduct;

exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Transaction Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Transaction Document, other than by reason of its gross negligence or wilful misconduct; or

without prejudice to the generality of paragraphs (i) and (ii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Transaction Administrator) arising as a result of any act, event or circumstance not reasonably within its control including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of nationalisation, expropriation or other governmental actions, any regulation, currency restriction, devaluation or fluctuation, market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event), breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems, natural disasters or acts of God, war, terrorism, insurrection or revolution, or strikes or industrial action.

No Party (other than the Transaction Administrator) may take any proceedings against any officer, employee or agent of the Transaction Administrator in respect of any claim it might have against the Transaction Administrator or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Transaction Document and any officer, employee or agent of the Transaction Administrator may rely on this Clause.

Without prejudice to any provision of any Transaction Document excluding or limiting the Transaction Administrator’s liability, any liability of the Transaction Administrator arising under or in connection with any Transaction Document shall be limited to the amount of actual loss which has been suffered (as determined by reference to the date of default of the Transaction Administrator or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Transaction Administrator at any time which increase the amount of that loss. In no event shall the Transaction Administrator be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Transaction Administrator has been advised of the possibility of such loss or damages.

Resignation of the Transaction Administrator

The Transaction Administrator may resign and appoint one of its Affiliates as successor by giving notice to the Originators, the Servicers and the Purchaser.

Alternatively the Transaction Administrator may resign by giving 30 days’ notice to the Originators, the Servicers and the Purchaser, in which case the Originators, the Servicers and the Purchaser may appoint a successor Transaction Administrator.

If the Originators, the Servicers and the Purchaser have not appointed a successor Transaction Administrator in accordance with paragraph (b) above within 20 days after notice of resignation was given, the retiring Transaction Administrator may appoint a successor Transaction Administrator.

The retiring Transaction Administrator shall, at its own cost, make available to the successor Transaction Administrator such documents and records and provide such assistance as the successor Transaction Administrator may reasonably request for the purposes of performing its functions as Transaction Administrator under the Transaction Documents.

The Transaction Administrator’s resignation notice shall only take effect upon the appointment of a successor.

Upon the appointment of a successor, the retiring Transaction Administrator shall be discharged from any further obligation in respect of the Transaction Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 21.2 (Indemnities by the Originators and the Servicers) and this Clause 23 (Role of the Transaction Administrator). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

COMMUNICATIONS

Communications in writing

Addresses

in the case of the Originators and the Servicers:

Vetriceramici-Ferro S.p.a. / Ferro Spain S.A.

C/O Ferro (Holland) B.V., P.O. Box 6088, 3002 AB Rotterdam, The Netherlands

gert.vanderwilt@ferro.com; marja.benschop@ferro.com

in the case of the Performance Guarantor:

Ferro Corporation – Richard A. Shuttie

6060 Parkland Boulevard, Suite 250, Mayfield Heights, OH 44124, United States of America

Richard.Shuttie@ferro.com; gert.vanderwilt@ferro.com

in the case of the Purchaser:

ING Belgium SA / NV

Laurence De Wilde / John Pierard

Avenue Marnix 24, 1000 Brussels, Belgium

laurence.de.wilde@ing.com; john.pierard@ing.com; be-wcs-tmm@ing.be

in the case of the Transaction Administrator:

ING Belgium SA / NV

Laurence De Wilde / John Pierard

Avenue Marnix 24, 1000 Brussels, Belgium

laurence.de.wilde@ing.com; john.pierard@ing.com; be-wcs-tmm@ing.be

Delivery

Any communication or document made or delivered by one person to another under or in connection with this Agreement will only be effective:

if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address; or

if by way of email, when the sender has received a confirmation of receipt from the recipient,

Any communication or document made or delivered to a Servicer in accordance with this Clause 24 (Communications) will be deemed to have been made or delivered to the relevant Originator.

Any communication or document which becomes effective, in accordance with this Clause, after 17.00 CET in the place of receipt shall be deemed only to become effective on the following day.

Notification of address change

upon changing its address, each Party shall notify the other Parties.

Electronic communication

Any communication to be made between any Parties under or in connection with this Agreement may be made by other electronic means (including, without limitation, by way of posting to a secure website) if those Parties:

notify each other in writing of any information required to enable the transmission of information by that means; and

notify each other of any change to their address or any other such information supplied by them by not less than five Business Days’ notice.

Any such electronic communication as specified in paragraph (a) above to be made between Parties may only be made in that way to the extent that those Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication.

Any electronic communication which becomes effective after 17.00 CET in the place in which the Party to whom the relevant communication is sent or made available has its address for the purpose of this Agreement shall be deemed only to become effective on the following day.

Any reference in a Transaction Document to a communication being sent or received shall be construed to include that communication being made available in accordance with this Clause 24 (Communications).

English language

Any notice given under or in connection with this Agreement must be in English.

All other documents provided under or in connection with this Agreement must be:

in English; or

if not in English, and if so required by the Purchaser or the Transaction Administrator, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

Any notification to Obligors will be made in accordance with the applicable local law requirements, as set out in this Agreement.

The communications referred to in Clause 3 (Terms and Conditions Governing Purchases) will be carried out exclusively by computer, i.e. by transfer via the Internet of computer records or on a computer disk sent by mail.

Each of the Originators, the Servicers and the Purchaser authorises the Transaction Administrator to act on the basis of communications received in accordance with this Clause 24 (Communications) and bears full responsibility for any damage that may result from the fact that the Transaction Administrator may have acted on the basis of such communications.

PARTIAL INVALIDITY

REMEDIES AND WAIVERS

ORIGINATORS’ AGENT

By its execution of this Agreement or an Accession Letter, the Spanish Originator irrevocably appoints the Spanish Servicer (acting through one or more authorised signatories) to act in its name and on its behalf as its agent in relation to the Transaction Documents, and the Italian Originator irrevocably appoints the Italian Servicer (acting through one or more authorised signatories) to act in its name and on its behalf as its agent in relation to the Transaction Documents, in each case pursuant to the terms of a mandate (mandaat/mandat) that each Originator hereby expressly grants to the relevant Servicer and which the relevant Servicer accepts, as acknowledged by all Parties, and irrevocably each authorises:

such Servicer on its behalf to supply all information concerning itself contemplated by this Agreement to the Purchaser and the Transaction Administrator and to give all notices and instructions, to execute on its behalf any Accession Letter, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by such Originator notwithstanding that they may affect such Originator, without further reference to or the consent of such Originator; and

the Servicer to fulfil, execute and send to the Purchaser and the Transaction Administrator any documents to be filled out, executed and/or sent by such Originator in connection with the Transaction Documents and any other transfer agreement that would be required or useful to transfer ownership of, or to identify, the relevant Purchased Receivables under this Agreement;

such Servicer to conduct any other task and to comply with any other obligation explicitly stated in this Agreement in its name and on its behalf;

the Purchaser and the Transaction Administrator to give any notice, demand, report, document or other communication to such Originator pursuant to the Transaction Documents to such Servicer, and in each case each Originator shall be bound as though such Originator itself had given the notices and instructions or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by a Servicer or given to a Servicer under any Transaction Document on behalf of the relevant Originator or in connection with any Transaction Document (whether or not known to any other Originator) shall be binding for all purposes on such Originator as if such Originator had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Servicer and any Originator, those of the Servicer shall prevail.

The mandate (mandaat/mandat) of a Servicer granted pursuant to Clause 27(a) above shall be irrevocable and may only be terminated:

by the relevant Originator when it is no longer a party to this Agreement;

when such termination would occur mandatorily by operation of applicable law; or

upon termination of this Agreement.

This Clause 27 shall apply in respect of an Originator and a Servicer only if such Originator and Servicer are not the same legal person.

AMENDMENTS

No amendment to this Agreement will be effective unless made in writing and signed by the Purchaser and the Transaction Administrator.

Notwithstanding Clause 28(a) above, amendments to Schedule 5 (Purchase Price) will be effective if proposed by email and explicitly approved by the Parties to this Agreement by replying to this email.

Each Originator agrees to any such amendment or waiver which is agreed to by the relevant Servicer.

ASSIGNMENTS

Assignments and transfers by the Originators, the Performance Guarantor or the Servicers

Assignments by the Purchaser

The Purchaser may assign or transfer, wholly or partially, its contractual rights in respect of any Transaction Document without any requirement for the consent of any Originator, the Performance Guarantor or the Servicers, provided, however, that any such transfer or assignment may only be to an Eligible Holder, and any purported transfer or assignment in contravention of this requirement shall be null and void ab initio. For the purposes of this Agreement, Eligible Holder means;

an entity which is resident for tax purposes in any member state of the European Union (other than Spain), or a permanent establishment of such European Union tax resident entity situated in another member state of the European Union (other than Spain), provided that it is not acting through a country or territory classified as a tax haven pursuant to Spanish law (as currently set out in Royal Decree 1080/1991 of 5 July), nor through a permanent establishment in Spain to which the participation in the Agreement is effectively connected; or

an entity which is resident in a jurisdiction with which Spain has ratified a double taxation agreement in force providing a full withholding tax exemption on payments under this Agreement, provided that it does not carry on a business in Spain through a permanent establishment with which the participation in the Agreement is effectively connected.

The Purchaser may assign or transfer, wholly or partially, its contractual rights in respect of any Transaction Document without any requirement for the consent of any Originator, the Performance Guarantor or the Servicers. The Transaction Administrator shall record in a register any such assignment or transfer, including the names and addresses of the transferees and a description (including amounts) of the interests transferred or assigned. The register shall be available for inspection by the Originators and the Performance Guarantor at any reasonable time and from time to time upon reasonable prior notice.

For the purposes of any applicable laws (including article 1528 of the Spanish Civil Code, article 1263 of the Italian Civil Code and article 1692 of the Belgian Civil Code, as applicable), each Party agrees that upon any transfer and/or assignment, in accordance with paragraph (a) above, the guarantees and Securities created under the Transaction Documents shall be preserved for the benefit of the transferees.

Additional Originators

Each Servicer may request that any of its wholly owned Subsidiaries becomes an Originator. That Subsidiary shall become an Originator if:

it is incorporated in the same jurisdiction as an existing Originator and the Purchaser approves the addition of that Subsidiary;

such Servicer and that Subsidiary deliver to the Transaction Administrator a duly completed and executed Accession Letter;

such Servicer confirms that no Credit Enhancement Event is continuing or would occur as a result of that Subsidiary becoming an Additional Originator; and

the Purchaser have received all of the documents and other evidence listed in Part 2 of Schedule 3 (Conditions precedent) in relation to that Additional Originator, each in form and substance satisfactory to the Purchaser.

The Purchaser shall notify the Transaction Administrator and the Servicers promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 of Schedule 3 (Conditions precedent).

CONFIDENTIALITY

Each Party agrees to treat all information of any kind transmitted by any other Party under or in connection with this Agreement as confidential. The Parties agree not to divulge such information to any other person and to ensure that their respective personnel similarly respect the confidential nature of such information.

This provision shall not prevent:

any Party from transmitting such information as may be required by its statutory auditors, public organisations or any governmental, regulatory, fiscal, stock exchange or monetary institution or other authority, in so far as it is obliged to do so by the applicable laws and regulations in force;

any Party from transmitting such information to its employees, officers, representatives or advisers (including external legal advisers) who need to know such information for the purposes of exercising such party’s rights or carrying out its obligations under or in connection with this Agreement. Each Party shall ensure that its employees, officers, representatives or advisers to whom it discloses another Party’s confidential information comply with this Clause 30 (Confidentiality);

the Purchaser or the Transaction Administrator from transmitting such information to any person who will provide or will undertake to provide directly or indirectly funds to the Purchaser or any agent appointed by the Purchaser or the Transaction Administrator, provided that the Purchaser and the Transaction Administrator undertake that such person shall be bound to treat such information as confidential under the same terms and subject to the same conditions as provided for in the Transaction Documents;

following the occurrence and during the continuation of a Termination Event, the Purchaser or the Transaction Administrator from transmitting a copy of any Transaction Document or any contractual documentation referred to in any Transaction Document for the purpose of notifying any Obligors of a sale of Receivables and/or for the purposes of collecting those Receivables;

any Party from using any original or duplicate copy of the contractual documentation or any computer information referred to in any Transaction Document in order to take all such measures deemed necessary by such Party to preserve, and/or enforce its rights under the Transaction Documents, including without limitation any legal actions;

any Party from transmitting any information relating to any Transaction Document that is publicly available other than as a result of a breach of this Clause by such Party;

any Party from transmitting such information if such information is obvious, trivial or useless; and

the Purchaser or the Transaction Administrator from using for marketing purposes only the following information: the amount involved in the transaction contemplated by this Agreement, the countries concerned, the number of originators, the structure of the transaction, the identity of the legal counsels involved in the transaction, the closing date of the transaction and the maturity of the transaction.

COUNTERPARTS

GOVERNING LAW

This Agreement, any non-contractual obligations arising out of or in connection with it, and each sale and transfer (cessie/cession) of Eligible Receivables by an Originator to the Purchaser shall be governed by, and construed in accordance with, the laws of Belgium.

The Parties agree to opt out entirely of the UNIDROIT Convention of 28 May 1988 on International Factoring and any other provisions of any law in any other country or territory implementing such convention, pursuant to article 3 thereof.

JURISDICTION

Subject to paragraph (c) below, the courts of Brussels, Belgium have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement (a Dispute)).

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

This Clause is for the benefit of the Purchaser only. As a result, the Purchaser shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Purchaser may take concurrent proceedings in any number of jurisdictions.

if imposed by the Purchaser in accordance with Clause 14 (Credit Enhancements), each weekly date indicated in the notice of the Purchaser referred to in Clause 14.2 (Consequences of a Credit Enhancement Event) on or following the occurrence of a Credit Enhancement Event; or

if imposed by the Purchaser in accordance with Clause 15 (Termination), each Business Day on or following the occurrence of a Termination Event.

any Settlement Date;

if imposed by the Purchaser in accordance with Clause 14 (Credit Enhancements), each weekly date indicated in the notice of the Purchaser referred to in Clause 14.2 (Consequences of a Credit Enhancement Event) on or following the occurrence of a Credit Enhancement Event;

if imposed by the Purchaser in accordance with Clause 15 (Termination), each Business Day on or following the occurrence of a Termination Event.

the Structuring Fee;

the Funding Costs;

the Due Diligence Fees;

the Servicing Fees; and

the Backup Servicing Costs (if any).

the last calendar day of any calendar month; and

for the first Cut-off Date preceding the First Purchase Date, the Initial Cut-Off Date.

in respect of each Originator, the bank account(s) in the name of such Originator and identified in Schedule 15 (List of Dedicated Collection Accounts per Originator) and any account which has replaced such account with the prior written consent of the Purchaser, held in the name of such Originator; and

in respect of each Additional Originator, the bank account(s) in the name of such Additional Originator confirmed in accordance with Clause 3.3 and any account which has replaced such account with the prior written consent of the Purchaser, held in the name of such Additional Originator.

all or part of the Outstanding Nominal Value of which remains unpaid past its due date for more than 90 days; or

that has become a Written-off Receivable;

of which the Obligor has become Insolvent.

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for a payment to be made in connection with the Transaction Documents which disruption is not caused by, and is beyond the control of, any of the Parties; or

the occurrence of any other event which results in a disruption (of a technical or system related nature) to the treasury or payments operations of a Party preventing that Party, or any other Party:

from performing its payment obligations under the Transaction Documents; or

from communicating with other Parties in accordance with the terms of the Transaction Documents,

an aggregate annual amount of EUR 10,000 in respect of one or more Originators (including the Italian Originator, the Spanish Originator and/or any Additional Originator) if and for so long as all their data that is subject to review in the course of a Due Diligence remains centralized in one single place; and/or

an annual amount of EUR 10,000 in respect of any Originator (including the Italian Originator, the Spanish Originator and/or any Additional Originator) of which the data that is subject to review in the course of a Due Diligence is not centralized at the same place as the data of one or more other Originators.

any obligation for money borrowed and debt balances at banks or other financial institutions;

any acceptance under any acceptance credit or bill discounting facility (or dematerialised equivalent);

any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

the amount of any liability in respect of finance leases;

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that Treasury Transaction, that amount) shall be taken into account);

any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of an underlying liability of an entity which is not a member of the Group of the Obligor which liability would fall within one of the other paragraphs of this definition;

any liabilities of any member of the Group of the Obligor relating to any post-retirement benefit scheme;

any amount raised by the issue of redeemable shares which are redeemable (other than at the option of the issuer) before the Termination Date or are otherwise classified as borrowings;

any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services and payment is due more than 120 days after the date of supply;

any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings; and

the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) to (k) above.

in respect of the Initial Italian Originator Portfolio, the first Settlement Date after the date of this Agreement, or any other date to be agreed upon by the Italian Servicer and the Purchaser;

in respect of any Initial Originator Portfolio other than the Initial Italian Originator Portfolio:

the Business Day following the date on which the Transaction Administrator has sent a Calculation and Payment Report in relation to that Initial Originator Portfolio to the Purchaser, the Servicers and each Originator pursuant to Clause 3.2(d) if such Calculation and Payment Report was sent by no later than 10:00 CET on such date;

two Business Days following the date on which the Transaction Administrator has sent a Calculation and Payment Report in relation to that Initial Originator Portfolio to the Purchaser, the Servicers and each Originator pursuant to Clause 3.3(b), if such Calculation and Payment Report was sent after 10:00 CET on such date; or

any other date agreed upon by the Parties.

is dissolved (other than pursuant to a consolidation, amalgamation or merger);

becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

makes a general assignment, arrangement or composition with or for the benefit of its creditors;

institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:

results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;

has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, or is made, by a person or entity described in paragraph (d) above);

has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;

causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (h) above and without prejudice to the foregoing, in particular with respect to any person or entity formed and existing in any member state of the European Union, any insolvency proceedings in the meaning of Council Regulation (EC) No. 1346/2000 of 29 May 2000 on insolvency proceedings; or

takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;

the time barring of claims and defences of set-off or counterclaims; and

any other matters which are set out as qualifications or reservations as to matters of law of general application in the Legal Opinions.

the business or financial condition of the Originator, the Servicers and the Performance Guarantor taken as a whole;

the ability of the Originators, the Servicers and the Performance Guarantor, taken as a whole, to perform their obligations under the Agreement or any other Transaction Document;

the validity or enforceability of the assignment of all or a substantial part of the Purchased Receivables;

the legality, validity, binding effect or enforceability against any Originator, any Servicer and the Performance Guarantor of any Transaction Document to which it is a party;

the validity or enforceability of, or the effectiveness or ranking of any Transaction Security granted or purporting to be granted pursuant to any of, the Transaction Documents or the rights or remedies of the Purchaser or the Transaction Administrator under any of the Transaction Documents; or

the assignability or collectability of all or a substantial part of the Purchased Receivables.

any credit note, rebate, discount or allowances for prompt payment, for quantity, for return of goods or as fidelity or relationship premium, invoicing error or cancellation or any other commercial adjustment, granted by the Originator in accordance with the relevant Credit and Collection Policies;

any change in the terms or cancellation of a contract under which the Receivable arises or the Receivable which reduces the amount payable by the Obligor or the related Receivable;

any set-off exercised by the relevant Obligor in respect of any claim by such Obligor as to amounts owed by it on such Receivable (whether such claim arises out of the same or a related transaction or an unrelated transaction, and whether agreed by the Originator or arising by operation of law);

any specifically asserted dispute, counterclaim or defence whatsoever, including without limitation, any non-payment by the relevant Obligor due to failure by any Originator to deliver any merchandise or provide any services (excluding, for the avoidance of doubt, any dispute resulting from non-payment of the Obligor due to the Obligor being Insolvent);

any amount being deducted by the Obligor or an Originator or Servicer from the Collections, due to any Tax imposed by way of withholding or deduction on the payments to be made by such Obligor to the Originator or Servicer;

any recourse or claim of third party on such Purchased Receivable;

with respect to a Purchased Receivable of which the Obligor is Insolvent, any expenses saved by the Originator by the non-payment of agent’s commission, non-fulfilment of the relevant contract or otherwise; and

with respect to a Purchased Receivable of which the Obligor is Insolvent, any sales, VAT or other Taxes saved by the Originator due to the non-payment of that Purchased Receivable.

lists the Invoices with respect to the relevant Originator relating to the Receivables sold by such Originator:

in the case of a report to be provided pursuant to Clause 3.3(a), in the relevant Calculation Period,

in case of a report to be provided pursuant to Clause 14.2(d)(ii), until and including the previous Business Day; and

includes the following information for each such Receivable:

the name of the relevant Originator and Obligor as well as, if applicable, a code identifying that such Obligor belongs to a Group of companies to which other Obligors equally belong;

the address of the Obligor;

the date of the invoice;

the number of the invoice;

the Nominal Value, details on Contractual Dilution and, as applicable, the Outstanding Nominal Value on the Initial Cut-off Date;

the currency of the invoice;

the invoice due date;

the VAT number of the Obligor;

to the extent such information is available, indication of any bill of exchange, promissory note, letter of credit or any other mean of payment issued in respect of the relevant Receivable; and

the outstanding amount payable by the relevant Originator to the relevant Obligor.

its jurisdiction of incorporation;

any jurisdiction where any Receivable assigned or intended to be transferred by it under this Agreement is situated or deemed to be situated;

any jurisdiction where any asset subject to or intended to be subject to the Transaction Security to be created by it is situated;

any jurisdiction where it conducts its business; and

the jurisdiction whose laws govern the perfection of any of the Account Pledge Agreements entered into by it.

listed on, or owned or controlled by a person listed on, a Sanctions List (including, without limitation, the Sectoral Sanctions Identifications (SSI) List maintained by the Office of Foreign Assets Control of the US Department of Commerce), or a person acting on behalf of such a person;

located in or organised under the laws of a country or territory that is the subject of country- or territory-wide Sanctions, or a person who is owned or controlled by, or acting on behalf of such a person; or

otherwise a subject of Sanctions.

the Security Council of the United Nations;

the United States of America;

the European Union (and its member states); and

the governments and official institutions or agencies of any of paragraphs (a) to (c) above, including the Office of Foreign Assets Control of the US Department of the Treasury, the US Department of Commerce, the US Department of State, and any other agency of the US government and Her Majesty’s Treasury.

in respect of the Initial Originator Portfolio, the First Purchase Date; or

in respect of any sale of Receivables after the First Purchase Date, the 20^th day of each month or, if such day is not a Business Day, the following Business Day.

this Agreement;

the Backup Servicing Agreement (if any has been entered into);

the Account Pledge Agreements;

the Performance Guarantee;

each Additional Spanish Purchase Agreement;

each Spanish Originator Portfolio Deposit;

each Additional Italian Purchase Agreement; and

any other document designated as such by the Transaction Administrator and the Servicers.

the sum over all Purchased Receivables from all Originators of the product of (i) the Outstanding Nominal Value of each Purchased Receivable on the relevant Purchase Date and (ii) the Contractual Payment Term (expressed in number of days) of the relevant Purchased Receivable;

the sum of the Outstanding Nominal Value of the Purchased Receivables from Originators on the relevant Purchase Date during the relevant Calculation Period.

Definitions

any member of the European Union, as well as Norway, Russia, South Africa, San Marino, Switzerland, the United Kingdom of Great Britain (if and when the United Kingdom of Great Britain has ceased to be a member of the European Union), the United States of America and Ukraine (with the exception of Crimea);

Australia, Belarus, Brazil, Canada, China, Hong Kong, India, Indonesia, Israel, Lebanon, Macedonia, Malaysia, Oman, Taiwan, Thailand, Vietnam, South Korea and Sri Lanka; and

Guatemala and Morocco.

Eligible Receivables

the terms of contract do not require the consent of the relevant Obligor to assign the Receivable (unless such consent has been obtained), and there is no other restriction to the assignability of the Receivable, or if such restriction applies, has been waived;

the Receivable is freely transferrable and no breach of contract will result from the transfer of the Receivable under this Agreement (unless previously waived);

the Receivable arises from a contract entered into with an Originator;

the Receivable arises in the ordinary course of business of the relevant Originator;

the Receivable is governed by the law of an Eligible Jurisdiction unless otherwise previously approved by the Purchaser;

the Receivable is fully owned by the relevant Originator;

the Receivable constitutes a collection obligation which is legally valid, enforceable and unconditional under any applicable law;

the Receivable is free from any Security;

the Receivable is subject to an Invoice (compliant with applicable VAT and other taxation requirements) and the Invoice number of the Receivable is unique and does not refer to any other receivables of the same Originator;

the Receivable did not arise in connection with a contract which is subject to public procurement laws and regulations;

the Receivable and the collections under the Receivable are not subject to any current account arrangements with the relevant Obligor;

the Contractual Payment Term for the Receivable is higher than 1 day and does not exceed 180 days from the date of invoice; no advance payment is due with respect to the Receivable;

the Receivable satisfies the Originator’s Credit and Collection Policies;

the Receivable does not carry interest (other than, as the case may be, late payment interest);

the Receivable does not originate from the resale or processing of products which had been acquired by the relevant Originator subject to a reservation of title, unless the reservation of title has lapsed already due to the payment of the original acquisition price;

the Receivable is expressed and payable in EUR, USD or GBP (for the avoidance of doubt, excluding any payment in kind), provided that any Receivable which is not expressed and payable in Euro on any given Purchase Date shall not be eligible if all non-EUR Purchase Receivables outstanding on such date represent more than 5% of the Global Portfolio;

the Receivable is owed by an Eligible Obligor acting out of an establishment located in an Eligible Jurisdiction;

the Receivable arises solely from the delivery of goods and/or provision of services, which have been fully delivered or fully provided in the manner required by paragraph (s) below;

the Receivable is a Receivable for which the relevant Originator (i) has fully performed the contractual obligations required for the relevant Obligor to be obliged to pay the Receivable arising therefrom (or, if not fulfilled, have been waived in writing by the relevant Obligor) and (ii) has not undertaken any action that may affect the rights of the Purchaser in relation to the Receivable or that may affect its validity, its legality or its enforceable nature;

the Receivable is a Receivable with regard to which there is no dispute or litigation or which, in the view of the relevant Originator and the relevant Servicer, is not likely to be the subject of a dispute or litigation and there is no prohibition on payment or right or entitlement of any kind for the non-payment of the full amount due in respect of the Receivable when due (except the potential discharge in bankruptcy of the relevant Obligor), and the relevant Obligor has not raised any express objection for making payment in full of such Receivable;

the Receivable is a Receivable for which any licenses, approvals or registration procedures that may be necessary are obtained, given or effected in a satisfactory manner;

the Receivable is not subject to any withholding or deduction for or on account of Applicable Taxes and such Receivable is transferable free and clear of any Applicable Taxes and Other Applicable Taxes in the local jurisdiction;

the Receivable is not subject to consumer credit legislation;

the Receivable is not a Written-off Receivable;

the Receivable has not been the subject of a payment extension pursuant to which the new due date falls more than 180 days from the date of invoice;

the Receivable has not remained unpaid past its due date for more than 120 days;

the Receivable is not a Defaulted Receivable or a Delinquent Receivable;

is a Receivable for which no promissory notes or bills of exchange have been issued, unless such promissory notes or bills of exchange have been delivered to the relevant Servicer in accordance with paragraph 2.3 of Schedule 8 (Undertakings).

the Receivable arises under a contract which does not contain a confidentiality provision that would restrict the ability of the Purchaser or the Transaction Administrator (or their advisers) to exercise their rights to collect the Purchased Receivables and obtain and use the information required to be delivered the Transaction Documents with respect to the Purchased Receivables;

the Receivable is payable by the Obligor in cash (including by wire transfer), except as provided in paragraph (bb);

to the extent applicable, the Receivable has a face amount which includes VAT payable thereon (and, for the avoidance of doubt, Receivables represented by an Invoice including only VAT are not eligible); and

the Receivable does not represent claims in connection with the execution by an Originator of a contract which is subcontracted to a third party.

Eligible Obligors

is not a company belonging to the same Group as the Originator that owns the Receivable;

does not have as sole activity the exclusive distribution of the products of the relevant Originator, nor a franchisee;

is not Insolvent or subject to Insolvency proceedings;

is a customer of the Originator who is granted credit in accordance with the Originators normal procedures and billed by such Originator on a regular basis;

is not subject to any immunity from jurisdiction and execution;

is not a public entity, including, but not limited to, a federal, state, central, governmental or local public entity or agency or a public administration entity;

is not an agent of the relevant Originator acting on a commission basis (as opposed to an agent acting as principal and on a full price basis);

is not a company belonging to the same Group as the Purchaser;

is not a natural person;

does not have the benefit of consumer protection legislation;

is incorporated in an Eligible Jurisdiction (or any other jurisdiction approved by the Purchaser which is not a Ultra High Risk Country);

no circumstances have arisen that entitle the Obligor to make offset arrangements with the Originators due to the existence of a current account or reciprocal related debts;

with respect to the future Receivables of the Italian Originator, is one of the Obligors listed under paragraph 9 of Schedule 12 – Part 1 (as amended and supplemented from time to time by the Italian Originator and the Purchaser); and

is not a Restricted Party.

in respect of which any Originator has Receivables outstanding of which more than 10% are Defaulted Receivables, without double counting;

representing a percentage of the Global Portfolio greater than 1/5 of the Default Reserve Floor (as defined in Schedule 5 Part 2);

which is incorporated in an Eligible Jurisdiction referred to in paragraph (c) of the definition of Eligible Jurisdictions, unless:

the Purchaser has received a legal memorandum satisfactory to the Purchaser from a law firm of international repute explaining the requirements to enforce a sale of receivables under the law of the jurisdiction of such Obligor; and/or

in respect of an Obligor incorporated in Morocco, for so long as Morocco is rated at least investment grade (BBB- by Standard & Poor’s and Fitch, or Baa3 by Moody’s); or

which is in default of paying such Receivable past its due date for more than 120 days.

In addition:

the Outstanding Nominal Value of all Receivables held on any given date against all Obligors incorporated in all the Eligible Jurisdictions referred to in paragraph (b) of the definition of Eligible Jurisdictions will not exceed 1% of the Global Portfolio on that date; and

a Purchased Receivable relating to an Obligor which is incorporated in Guatemala will not qualify for the purpose of the calculation of the GIPP, unless a Security has been granted for the benefit of the Purchaser under an Account Pledge Agreement over the Dedicated Collection Account on which such Purchased Receivable is payable (as the case may be, such Security will be granted under the laws of England and Wales in respect of any Dedicated Collection Account in USD held in London by the relevant Originator).

Corporate Documents

A copy of the constitutional documents of each Originator, each Servicer and the Performance Guarantor.

An extract from the Companies Registry (Registro delle imprese) of the competent Chamber of Commerce (Camera di Commercio) dated less than ten days before the date of this Agreement in relation to the Italian Originator and Italian Servicer.

A literal certificate (certificación literal) issued by the Spanish Mercantile Registry dated less than 30 days before the date of this Agreement in relation to the Spanish Originator and the Spanish Servicer.

A copy of a resolution of the board of directors of each Originator, each Servicer and the Performance Guarantor:

approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party and resolving that it execute, deliver and perform the Transaction Documents to which it is a party;

authorising a specified person or persons to execute the Transaction Documents on its behalf;

authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Transaction Documents to which it is a party;

in the case of an Originator, authorising the Servicer to act as its agent in connection with the Transaction Documents; and

in the case of the resolutions of the board of directors of the Spanish Originator and the Spanish Servicer, duly raised to public status before a Spanish Notary.

A copy of the resolution of the shareholders’ meeting of the Spanish Originator and the Spanish Servicer, duly raised to public status before a Spanish Notary (i) approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party and (ii) waiving the application of article 160 f) of the Spanish Companies Act (Real Decreto Legislativo 1/2010, de 2 de julio, por el que se aprueba el texto refundido de la Ley de Sociedades de Capital) in relation to the execution of the Account Pledge Agreement over the Spanish Servicer Account.

A copy of the resolution of the shareholder’s meeting of the Italian Originator and the Italian Servicer approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party and authorising the board of directors to resolve upon the transaction.

A specimen of the signature of each person authorised by the resolution referred to in paragraph (d) above in relation to the Transaction Documents and related documents.

A certificate of an authorised signatory of each Originator, each Servicer and the Performance Guarantor:

certifying the names and specimen signatures of the persons authorised on behalf of such Originator, such Servicer and the Performance Guarantor to execute the Transaction Documents and any other document to which it is a party;

certifying that each copy document relating to it specified in this Part 1 of Schedule 3 is correct, complete and in full force and effect as at the Conditions Precedent Delivery Date; and

certifying that its financial statements give a true and fair view of its financial condition as at the Conditions Precedent Delivery Date.

A solvency certificate dated as at the Conditions Precedent Delivery Date executed by an authorised signatory of each Originator substantially in the form as set out in Schedule 13 (Form of Solvency Certificate) and, in the case of the Spanish Originator and the Spanish Servicer, a copy of the excerpts issued by the Public Insolvency Registry (Registro Público Concursal) on the date of this Agreement.

A good standing certificate of the Italian Originator and Italian Servicer issued by the competent Companies’ Register (certificato di vigenza) confirming the absence of insolvency proceedings, dated not earlier than 10 Business Days prior to the date of this Agreement in relation to the Italian Originator and Italian Servicer.

Transaction Documents

A copy of each of the Transaction Documents executed by the parties to those documents.

A copy of all notices, if any, required to be sent under the Account Pledge Agreements executed by the relevant Originators.

Legal opinions

Other documents and evidence opinions

Completion of a due diligence review by the Purchaser of each of the Initial Originator Portfolios and the Servicer’s systems and practices, the outcome of such due diligence being satisfactory to the Purchaser.

A copy of the most recent audited financial statements of each Originator, each Servicer and the Performance Guarantor.

A copy of the electronic files for each Originator from the relevant Servicer including the Receivables selected on the basis of the Eligibility Criteria that will be part of the Initial Originator Portfolios in accordance with Clause 3.2(c).

A copy of the Template Reports for each Originator from the Services on the performance of the Initial Originator Portfolios to be sold on the First Purchase Date covering the period up to 18 months prior to the Initial Cut-off Date in accordance with Clause 3.2(c).

Evidence that the Dedicated Collection Accounts have been opened and are operational.

A copy of any other authorisation or other document, opinion or assurance which the Transaction Administrator or the Purchaser considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by any Transaction Document or for the validity and enforceability of any Transaction Document.

Corporate Documents

An Accession Letter executed by the Additional Originator and the relevant Servicer.

A copy of the constitutional documents of each Additional Originator.

A copy of a resolution of the board of directors of each Originator, each Servicer and the Performance Guarantor:

approving the terms of, and the transactions contemplated by, the Accession Letter and the Transaction Documents to which it is a party and resolving that it execute, deliver and perform the Accession Letter and the Transaction Documents to which it is a party;

authorising a specified person or persons to execute the Accession Letter and other Transaction Documents on its behalf;

authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Transaction Documents to which it is a party; and

authorising the Servicer to act as its agent in connection with the Transaction Documents.

A specimen of the signature of each person authorised by the resolution referred to in paragraph (c) above in relation to the Transaction Documents and related documents.

A certificate of an authorised signatory of the Additional Originator:

certifying the names and specimen signatures of the persons authorised on behalf of such Originator to execute the Transaction Documents and any other document to which it is a party;

certifying that each copy document relating to it specified in this Part 2 of Schedule 3 is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter; and

certifying that its financial statements give a true and fair view of its financial condition as at a date no earlier than the date of the Accession Letter.

A solvency certificate dated as at a date no earlier than the date of the Accession Letter executed by an authorised signatory of the Additional Originator substantially in the form as set out in Schedule 13 (Form of Solvency Certificate).

Transaction Documents

A copy of each of the Account Pledge Agreement(s) which are required by the Purchaser to be executed by the proposed Additional Originator.

A copy of all notices required to be sent under the Account Pledge Agreements executed by the proposed Additional Originator.

Legal opinions

Other documents and evidence opinions

A copy of the most recent audited financial statements of the Additional Originator.

A copy of the electronic files for the Additional Originator from the relevant Servicer including the Receivables selected on the basis of the Eligibility Criteria that will be part of the Initial Originator Portfolios of such Additional Originator to be sold on the date of the Accession Letter.

A copy of the Template Reports for the Additional Originator from the relevant Servicer on the performance of the Initial Originator Portfolios to be sold on the First Purchase Date covering the period up to 18 months prior to the date of the Accession Letter.

Evidence that the Dedicated Collection Accounts of the Additional Originator have been opened and are operational.

Evidence that the fees, costs and expenses then due from the Additional Originator pursuant to Clause 18 (Fees) have been paid or will be paid by the date of the Accession Letter.

A copy of any other authorisation or other document, opinion or assurance which the Transaction Administrator or the Purchaser considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by any Transaction Document or for the validity and enforceability of any Transaction Document.

Servicing of Purchased Receivables

Collection of Purchased Receivables

collect and manage within its ordinary course of business the relevant Purchased Receivables as a prudent servicer in accordance with the Credit and Collection Policies and in the same manner and with the same care that the Servicer exercises with respect to comparable receivables that it services for itself or others;

administer the relevant Purchased Receivables;

endeavour at its own expense to recover amounts due from relevant Obligors in accordance with the Credit and Collection Policies and in particular (but without prejudice to the generality of the foregoing) exercise reasonable enforcement measures concerning amounts due from such Obligors, it being understood that for this purpose, the Servicer is authorised, to the extent permitted by any applicable law, to take legal actions against any Obligor in any court or in any competent jurisdiction for the account of the Purchaser, provided that such legal actions are conducted in consultation with the Purchaser, and the Purchaser shall, where necessary, assist the Servicer in exercising all rights and remedies in connection with the relevant Purchased Receivables, including any procedural requirements that may arise when pursuing a legal action in front of a court or arbitral tribunal; and

conduct all other actions conducive to the obligations of the Servicer in connection with the servicing of the relevant Purchased Receivables under this Agreement.

Delivery of information

Payments

Books and records

ensure that each relevant Purchased Receivable can at all times be identified as such in the books of the relevant Originator;

keep (and ensure that any sub-contractor appointed in accordance with Clause 6.3 (Sub-delegation) keeps) any Records relating to the relevant Purchased Receivables in its possession to the order and the benefit of the Purchaser and the Transaction Administrator, subject to and in accordance with all applicable data protection laws, all with the same care as if the Servicer were the owner of the relevant Purchased Receivables;

keep, for the benefit of the Purchaser and the Transaction Administrator, records of all balances payable in favour of, or payable by the relevant Originator and the Servicer pursuant to Clause 10 (Settlement);

ensure that all relevant Records and information maintained in accordance with this Agreement are kept in safe custody, protected against accidental loss, damage or destruction;