EX-10.4 2 tse-20180930ex104ea57d0.htm EX-10.4 tse_EX_10-4

Exhibit 10.4

 

Execution Version

 

DATED 28 SEPTEMBER 2018

 

TRINSEO EUROPE GMBH (formerly STYRON EUROPE GMBH)

 

(as a Swiss Seller, a Swiss Servicer and Chargor)

 

TRINSEO EXPORT GMBH

 

(as a Swiss Seller, a Swiss Servicer and Pledgor)

 

TRINSEO DEUTSCHLAND ANLAGENGESELLSCHAFT MBH (formerly STYRON DEUTSCHLAND ANLAGENGESELLSCHAFT MBH)

 

(as German Seller and German Servicer)

 

TRINSEO NETHERLANDS B.V. (formerly STYRON NETHERLANDS B.V.)

 

(as Dutch Seller and Dutch Servicer)

 

TRINSEO LLC (formerly STYRON LLC)

 

(as U.S. Seller and U.S. Servicer)

 

TRINSEO U.S. RECEIVABLES COMPANY SPV LLC

 

(as U.S. Intermediate Transferor)

 

STYRON RECEIVABLES FUNDING DESIGNATED ACTIVITY COMPANY

 

(as Master Purchaser and Chargee)

 

TRINSEO FINANCE LUXEMBOURG S.À R.L., LUXEMBOURG, ZWEIGNIEDERLASSUNG HORGEN (formerly STYRON FINANCE LUXEMBOURG S.À R.L., LUXEMBOURG, ZWEIGNIEDERLASSUNG HORGEN)

 

(as Investment Manager and Styron Noteholder)

 

REGENCY ASSETS DESIGNATED ACTIVITY COMPANY

 

(as Regency Noteholder)

 

HSBC BANK PLC

 

(as Cash Manager and Master Purchaser Account Bank)

 

TRINSEO HOLDING S.À R.L. (formerly STYRON HOLDING S.À R.L.)

 

(as Parent)

 

TMF ADMINISTRATION SERVICES LIMITED

 

(as Corporate Administrator and Registrar)

 

THE LAW DEBENTURE TRUST CORPORATION P.L.C.

 

(as Styron Security Trustee)

 

                                                                                                                                      

DEED OF AMENDMENT AND RESTATEMENT

 

 

 


 

CONTENTS

 

 

 

Clause

Page

 

 

1.   DEFINITIONS AND INTERPRETATION

2

 

 

2.   CONSENT TO THE STYRON SECURITY TRUSTEE

3

 

 

3.   AMENDMENTS

4

 

 

4.   AMENDMENTS TO BECOME EFFECTIVE

4

 

 

5.   REPRESENTATIONS AND WARRANTIES AND COVENANTS

4

 

 

6.   CONTINUITY AND FURTHER ASSURANCE

5

 

 

7.   EXECUTION OF DEED BY PARENT

5

 

 

8.   COSTS, EXPENSES AND INDEMNIFICATION

5

 

 

9.   GOVERNING LAW AND JURISDICTION

6

 

 

10.  MISCELLANEOUS

6

 

 

SCHEDULE 1 CONDITIONS PRECEDENT LIST FOR TRINSEO AR SECURITISATION EIGHTH AMENDMENT

7

 

 

SCHEDULE 2 AMENDED AND RESTATED MASTER DEFINITIONS AND FRAMEWORK DEED

10

 

 

-  i  -


 

THIS DEED is dated 28 September 2018 and made between:

 

(1)       TRINSEO EUROPE GMBH (formerly STYRON EUROPE GMBH), a limited liability company incorporated in Switzerland, having its registered office at Zugerstrasse 231, CH-8810 Horgen, Switzerland, being an indirect wholly-owned subsidiary of the Parent (a “Swiss Seller”, a “Swiss Servicer” and “Chargor”);

 

(2)       TRINSEO EXPORT GMBH, a limited liability company incorporated in Switzerland, having its registered office at Zugerstrasse 231, CH-8810 Horgen, Switzerland, being an indirect wholly-owned subsidiary of the Parent (a “Swiss Seller” and together with Trinseo Europe GmbH, the “Swiss Sellers”, a “Swiss Servicer” and together with Trinseo Europe GmbH, the “Swiss Servicers”, and “Pledgor”);

 

(3)       TRINSEO DEUTSCHLAND ANLAGENGESELLSCHAFT MBH (formerly STYRON DEUTSCHLAND ANLAGENGESELLSCHAFT MBH), incorporated in Germany as a limited liability company (Gesellschaft mit beschränkter Haftung), registered at the “local court (Amtsgericht) of Tostedt under HRB 202609 and having its business address at Kölner Straße 10, 65760 Eschborn, Germany (the “German Seller” and the “German Servicer”);

 

(4)       TRINSEO NETHERLANDS B.V. (formerly STYRON NETHERLANDS B.V.), a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated in The Netherlands, having its corporate seat (statutaire zetel) in Terneuzen, The Netherlands and its registered office at Innovatieweg 14, 4542 NM Hoek (Terneuzen), The Netherlands (the “Dutch Seller” and the “Dutch Servicer”);

 

(5)       TRINSEO LLC (formerly STYRON LLC), a limited liability company formed under the laws of the State of Delaware, having its primary office at 1000 Chesterbrook Boulevard, Suite 300, Berwyn, Pennsylvania 19312, (the “U.S. Seller” and the “U.S. Servicer”);

 

(6)       TRINSEO U.S. RECEIVABLES COMPANY SPV LLC, a limited liability company organized under the laws of the State of Delaware, having its primary office at c/o Trinseo LLC at 1000 Chesterbrook Boulevard, Suite 300, Berwyn,  Pennsylvania 19312, in its capacity as the U.S. Intermediate Transferor (the “U.S. Intermediate Transferor” and, together with the Swiss Sellers, the German Seller, the Dutch Seller and the U.S. Seller, the “Sellers”);

 

(7)       STYRON RECEIVABLES FUNDING DESIGNATED ACTIVITY COMPANY a company incorporated in Ireland with registration number 486138, whose registered office is at 3rd Floor, Kilmore House, Park Lane, Spencer Dock, Dublin 1, Ireland  (the “Master Purchaser”, the “Pledgee”, and the “Chargee”);

 

(8)       TRINSEO FINANCE LUXEMBOURG S.À R.L., LUXEMBOURG, ZWEIGNIEDERLASSUNG HORGEN (formerly STYRON FINANCE LUXEMBOURG S.À R.L., LUXEMBOURG, ZWEIGNIEDERLASSUNG HORGEN), a Swiss branch, with offices located at Zugerstrasse 231, CH-8810, Horgen, Switzerland, of Trinseo Finance Luxembourg S.à r.l., a Luxembourg private limited liability company (société à responsabilité limitée) with registered office at

 

 

 


 

46A avenue John F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 151.012 and having a share capital of USD 10,025,001 (the “Investment Manager” and the “Styron Noteholder”);

 

(9)       REGENCY ASSETS DESIGNATED ACTIVITY COMPANY a company incorporated in Ireland with registration number 272959, whose registered office is at 6th Floor, Pinnacle 2, Eastpoint Business Park, Dublin 3, Ireland (the “Regency Noteholder”);

 

(10)     HSBC BANK PLC, a company incorporated in England and Wales (Company Number: 14259) having its registered office at 8 Canada Square,  London El4 5HQ (the “Cash Manager” and the “Master Purchaser Account Bank”);

 

(11)     TRINSEO HOLDING S.À R.L. (formerly STYRON HOLDING S.À R.L.), a Luxembourg private limited liability company (société à responsabilité limitée) with registered office at 46A avenue John F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 153.582 and having a share capital of US$ 162,815,834.12 (the “Parent” and the “Guarantor”);

 

(12)     TMF ADMINISTRATION SERVICES LIMITED, a company incorporated in Ireland, whose registered office is at 3rd Floor, Kilmore House, Park Lane, Spencer Dock, Dublin 1, Ireland (the “Corporate Administrator” and the “Registrar”); and

 

(13)     THE LAW DEBENTURE TRUST CORPORATION P.L.C., a company incorporated with limited liability in England and Wales, having its registered office  at Fifth Floor, 100 Wood Street, London EC2V 7EX in its capacity as security trustee under the Styron Security Deed (the “Styron Security Trustee”),

 

(together the “Parties”).

 

IT IS AGREED as follows:

 

1.         DEFINITIONS AND INTERPRETATION

 

1.1       Definitions

 

1.2       In this Deed:

 

2018 Amendment Effective Date” means the date of this Deed.

 

Amendment Conditions Precedent” means the conditions precedent set out in Schedule 1 hereto.

 

Amendments” means the amendments being effected by this Deed.

 

Original Master Definitions and Framework Deed” means the Master Definitions and Framework Deed dated 12 August 2010 and amended on 17 August  2010,  24 May 2011, 4 July 2012, 30 May 2013, 25 June  2015, 4 February 2016, 31 October 2016 and 21 December 2017 between  the Parties.

 

-  2  -


 

 

Seller and Servicer Party” shall have the meaning given to it in Clause 14.1 of the Original Master Definitions and Framework Deed.

 

Transaction Documents” shall have the meaning given to it in the Original Master Definitions and Framework Deed.

 

Variable Loan Note Issuance Deed” means the variable loan note issuance deed dated 12 August 2010 and as amended and restated on 24 May 2011, 30 May 2013 and 31 October 2016 between the Master Purchaser, the Registrar, the Cash Manager, the Styron Security Trustee and the Noteholders.

 

1.3       Incorporation of defined terms

 

(a)       Unless a contrary indication appears, a term defined in any other Transaction Document has the same meaning in this Deed.

 

(b)       The principles of construction set out in the Original Master Definitions and Framework Deed shall have effect as if set out in this Deed.

 

1.4       Clauses

 

In this Deed any reference to a “Clause” or a “Schedule” is, unless the context otherwise requires, a reference to a Clause or a Schedule to this Deed.

 

1.5       Designation

 

In accordance with the Original Master Definitions and Framework Deed, the Instructing Party and the Master Purchaser nominate this Deed a Transaction Document.

 

2.         CONSENT TO THE STYRON SECURITY TRUSTEE

 

Each of the Parties (other than the Styron Security Trustee):

 

(a)        confirms that it has formed its own view in relation to the Amendments without any reliance on the Styron Security Trustee;

 

(b)        confirms that it consents to the Amendments;

 

(c)        authorises and directs the Styron Security Trustee to consent to such Amendments and to execute this Deed to effect such Amendments;

 

(d)        agrees that the Styron Security Trustee shall not be responsible for any losses or Liabilities that may arise under this Deed, the Notes, or any Transaction Document as a result of implementing Clause 2(c) (and the Noteholders irrevocably waive any claims against the Styron Security Trustee in respect of such losses or Liabilities) and shall have no liability for the exercise or non- exercise of any trusts, powers, authorities or discretions vested in the Styron Security Trustee in connection with this Deed, the Amendments, any Transaction Document or any operation of law.

-  3  -


 

 

3.         AMENDMENTS

 

3.1       Amendment of the Original Master Definitions and Framework Deed

 

With effect from the 2018 Amendment Effective Date the Original Master Definitions and Framework Deed shall be amended and restated so that it shall be read and construed for all purposes on the terms set out in Schedule 2 hereto.

 

3.2       Amendment of the Variable Loan Note Issuance Deed

 

With effect from the 2018 Amendment Effective Date the Variable Loan Note Issuance Deed shall be amended such that Clause 15.3 (Article 405 of the Capital Requirements Regulation) thereof shall be deleted and marked as “Reserved”.

 

4.         AMENDMENTS TO BECOME EFFECTIVE

 

4.1       The Amendments shall take place subject to the satisfaction or waiver by the Cash Manager of each of the Amendment Conditions Precedent (acting reasonably).

 

5.         REPRESENTATIONS AND WARRANTIES AND COVENANTS

 

5.1       The Master Purchaser represents and warrants on the terms of the Master Purchaser Warranties, by references to the facts and circumstances as at the 2018 Amendment Effective Date.

 

5.2       On the date of this Deed and on each Monthly Payment Date, each Trinseo Party represents and warrants that no Trinseo Party, any director or officer, or any employee, agent or Affiliate, of any Trinseo Party or any of its Subsidiaries is:

 

(a)        a Person that is, or is owned or controlled by Persons that are, the target/subject of any Sanctions; or

 

(b)        located, organised or resident in a country or territory that is, or whose government is, the target/subject of Sanctions, including, without limitation, currently, Cuba, Iran, North Korea, Sudan, Crimea and Syria.

 

5.3       On the date of this Deed and on each Monthly Payment Date, each Trinseo Party represents and warrants that no Trinseo Party, nor to the knowledge of any Trinseo Party, any director, officer, agent, employee, affiliate or other person acting on behalf of such Trinseo Party or any of its subsidiaries is  aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of any applicable anti-bribery law, including but not limited to, the United Kingdom Bribery Act 2010 (the “UK Bribery Act”)  and the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”). Further, each Trinseo Party represents and warrants that each Trinseo Party and, to the knowledge of each Trinseo Party, its affiliates have conducted their businesses in compliance with the UK Bribery Act, the FCPA and similar laws, rules or regulations and have instituted and maintain policies and procedures  designed

 

-  4  -


 

 

to provide, and which are reasonably expected to continue to provide, continued compliance therewith.

 

5.4       Each Trinseo Party shall procure that no Trinseo Entity will directly or indirectly use the proceeds obtained under the Transaction Documents or lend, contribute or otherwise make available such proceeds to any Person:

 

(a)        to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions; or

 

(b)        in any other manner that would result in a violation of Sanctions by any  Person (including the Cash Manager and the Regency Noteholder, whether as underwriter, advisor, investor or otherwise).

 

5.5       Each Trinseo Party shall procure that no part of the proceeds obtained under the Transaction Documents will be used, directly or indirectly, for any payments that could constitute a violation of any applicable anti-bribery law.

 

6.         CONTINUITY AND FURTHER ASSURANCE

 

6.1       Continuing obligations

 

The provisions of the Original Master Definitions and Framework Deed and the other Transaction Documents shall, save as amended by this Deed, continue in full force and effect.

 

6.2       Further assurance

 

Each of the Parties shall, at the request of the Sellers or the Master Purchaser, and at the expense of the Sellers, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Deed.

 

7.         EXECUTION OF DEED BY PARENT

 

7.1       The Parent shall execute this Deed on behalf of each Seller and Servicer Party in accordance with Clause 14.1 of the Original Master Definitions and Framework Deed (Appointment of Parent by Seller and Servicer Parties; Modification and Waiver).

 

8.         COSTS, EXPENSES AND INDEMNIFICATION

 

8.1       The Master Purchaser shall, from time to time on demand of the Styron Security Trustee, reimburse the Styron Security Trustee for all properly incurred, costs and expenses (including legal fees) incurred by it in connection with the negotiation, preparation and execution or purported execution of this Deed.

 

8.2       The Regency Noteholder and the Master Purchaser hereby agree to indemnify the Styron Security Trustee against all actions, proceedings, claims, demands, liabilities,  losses,  damages,  costs,  expenses  and  charges  (including legal

 

-  5  -


 

 

expenses and together with value added tax or any similar tax charged or chargeable in respect thereof) which the Styron Security Trustee or any person appointed by it (or their respective officers or employees) may incur directly or indirectly from the exercise of the powers vested in the Styron Security Trustee by or pursuant to the Styron Security Deed or as a result of any actions taken pursuant to this Deed.

 

9.         GOVERNING LAW AND JURISDICTION

 

9.1       This Deed and any non-contractual obligations arising out of or in connection with it are governed by English law.

 

9.2       The Parties submit to the exclusive jurisdiction of the English courts.

 

10.       MISCELLANEOUS

 

10.1     Incorporation of terms

 

The provisions of Clause 8 (Notices), Clause 13 (Waivers; Remedies Cumulative), Clause 15 (Entire Agreement), Clause 16 (No Liability), 17 (Limited Recourse and Non-Petition in Favour of Regency Noteholder),  Clause 18 (Miscellaneous Provisions), Clause 19 (Counterparts), Clause 21 (Contracts (Rights of Third Parties) Act 1999), and Clause 24 (Restriction on Enforcement of Security, Non-Petition and Limited Recourse in Favour of the Master Purchaser) of the Original Master Definitions and Framework Deed shall be incorporated into this Deed as if set out in full in this Deed and as if references in those clauses to “this Deed” are references to this Deed.

 

This Deed has been entered into on the date stated at the beginning of this Deed.

 

-  6  -


 

SCHEDULE 1

 

CONDITIONS PRECEDENT LIST FOR TRINSEO AR SECURITISATION EIGHTH AMENDMENT

 

The Dutch Seller

 

(1)         Solvency Certificate in respect of the Dutch Seller in form and substance satisfactory to the Cash Manager, dated the 2018 Amendment Effective Date.

 

Parent

 

(2)         Copies of the resolutions, in form and substance satisfactory to the Cash Manager, of the board of managers of the Parent authorising the execution, delivery and performance of this Deed, certified by a manager of the Parent as of the 2018 Amendment Effective Date which certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded.

 

(3)         A certificate as to the incumbency and signature of the managers or other attorneys authorised to sign this Deed on behalf of the Parent and any certificate or other document to be delivered pursuant thereto, certified by any manager of the Parent together with evidence of the incumbency of such manager.

 

(4)         Up to date Commercial Register excerpts in respect of the Parent dated no earlier than 10 calendar days prior to the 2018 Amendment Effective Date.

 

(5)         Solvency Certificate in respect of the Parent in form and substance satisfactory to the Cash Manager, dated the 2018 Amendment Effective Date.

 

Each Swiss Seller

 

(6)         Solvency Certificates in respect of each of the Swiss Sellers in form and substance satisfactory to the Cash Manager, dated the 2018 Amendment Effective Date.

 

German Seller

 

(7)         Solvency Certificate in respect of the German Seller in form and substance satisfactory to the Cash Manager, dated the 2018 Amendment Effective Date.

 

U.S. Seller

 

(8)         Solvency Certificate in respect of the U.S. Seller in form and substance satisfactory to the Cash Manager, dated the 2018 Amendment Effective Date.

 

U.S.   Intermediate Transferor

 

(9)         A certificate of the secretary or other responsible officer of the U.S. Intermediate Transferor, dated as of the 2018 Amendment Effective Date, and certifying (a) that attached thereto is a true and complete copy of the organisational documents (including all amendments or other modifications thereto) of the U.S. Intermediate Transferor, as in effect on the 2018 Amendment Effective Date and at all times since a date prior to the date of the resolutions described in clause (b) of this paragraph, (b) that attached thereto is a true  and

 

-  7  -


 

 

complete copy of the resolutions of the board of directors (or committee thereof), directors, managers or members, as the case may be, of the U.S. Intermediate Transferor authorising the execution, delivery and performance of this Deed and the transactions contemplated hereby and thereby, and that such resolutions have not been amended, modified, revoked or  rescinded and are in full force and effect, and (c) the authority and specimen signature of   each officer executing this Deed.

 

(10)       Copies of the latest versions of the organisational documents of the U.S. Intermediate Transferor certified as of a recent date by the appropriate authority of the jurisdiction of the U.S. Intermediate Transferor to be a true and up to date copy of the original, attached as a schedule to the certificate provided under paragraph (10) above.

 

(11)       Certificates of compliance, of status or of good standing (if applicable), dated as of a recent date, from the Secretary of State or other appropriate authority of the U.S. Intermediate Transferor’s jurisdiction of organization, attached as a schedule to the certificate provided under paragraph (10) above.

 

(12)       Solvency Certificate in respect of the U.S. Intermediate Transferor in form and substance satisfactory to the Cash Manager, dated the 2018 Amendment Effective Date.

 

(13)       Compliance Certificate in respect of the U.S. Intermediate Transferor in the form set out in Schedule 3 to the U.S. Intermediate Transfer Agreement dated the 2018 Amendment Effective Date.

 

Master Purchaser

 

(14)       Copies of the resolutions, in form and substance satisfactory to the Cash Manager, of the board of directors of the Master Purchaser authorising the execution,  delivery and performance of this Deed, certified by an officer of the Master Purchaser as of the 2018 Amendment Effective Date which certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded.

 

(15)       A certified copy of the power of attorney granted by the Master Purchaser to the attorneys of the Master Purchaser authorised to sign this Deed on behalf of the Master Purchaser.

 

Legal Opinions

 

(16)       A Luxembourg legal opinion from Luxembourg counsel to the Parent, addressed to HSBC Bank plc, the Master Purchaser, the Regency Noteholder and the Styron Security Trustee on the capacity and authority of the Guarantor, the Investment Manager and the Styron Noteholder dated the 2018 Amendment Effective Date.

 

(17)       Reed Smith English enforceability opinion addressed to HSBC Bank plc, the Master Purchaser, the Regency Noteholder and the Styron Security Trustee dated the 2018 Amendment Effective Date in respect of this Deed.

 

(18)       A U.S. limited liability company opinion (including corporate authority, execution and delivery) from U.S. counsel to the U.S. Intermediate Transferor addressed to HSBC Bank plc, the Master Purchaser, the Regency Noteholder and the Styron Security Trustee dated the 2018 Amendment Effective Date.

 

-  8  -


 

 

General

 

(19)       Execution of this Deed

 

(20)       Officer’s Certificate, in form and substance satisfactory to the Cash Manager, confirming that each of the Investment Manager and the Styron Noteholder has not revoked the appointment of the Parent to take any action under Clause 14.1(a) of the Original Master Definitions and Framework Deed.

 

 

 

-  9  -


 

SCHEDULE 2

 

AMENDED AND RESTATED MASTER DEFINITIONS AND FRAMEWORK DEED

 

 

 

 


 

 

SCHEDULE 2

Execution Version

 

TRINSEO EUROPE GMBH (formerly STYRON EUROPE GMBH)

 

(as Swiss Seller, Swiss Servicer and Chargor)

 

TRINSEO EXPORT GMBH

 

(as Swiss Seller, Swiss Servicer and Pledgor)

 

TRINSEO DEUTSCHLAND ANLAGENGESELLSCHAFT MBH (formerly STYRON DEUTSCHLAND ANLAGENGESELLSCHAFT MBH)

 

(as German Seller and German Servicer)

 

TRINSEO NETHERLANDS B.V. (formerly STYRON NETHERLANDS B.V.)

 

(as Dutch Seller and Dutch Servicer)

 

TRINSEO LLC (formerly STYRON LLC)

 

(as U.S. Seller and U.S. Servicer)

 

TRINSEO U.S. RECEIVABLES COMPANY SPV LLC

 

(as U.S. Intermediate Transferor)

 

STYRON RECEIVABLES FUNDING DESIGNATED ACTIVITY COMPANY

 

(as Master Purchaser and Chargee)

 

TRINSEO FINANCE LUXEMBOURG S.À R.L., LUXEMBOURG, ZWEIGNIEDERLASSUNG HORGEN (formerly STYRON FINANCE LUXEMBOURG S.À R.L., LUXEMBOURG, ZWEIGNIEDERLASSUNG HORGEN)

 

(as Investment Manager and Styron Noteholder)

 

REGENCY ASSETS DESIGNATED ACTIVITY COMPANY

 

(as Regency Noteholder)

 

HSBC BANK PLC

 

(as Cash Manager and Master Purchaser Account Bank)

 

TRINSEO HOLDING S.À R.L. (formerly STYRON HOLDING S.À R.L.)

 

(as Parent)

 

TMF ADMINISTRATION SERVICES LIMITED

 

(as Corporate Administrator and Registrar)

 

THE LAW DEBENTURE TRUST CORPORATION P.L.C.

 

(as Styron Security Trustee)

 

 

MASTER DEFINITIONS AND FRAMEWORK DEED

 

 


 

CONTENTS

 

 

 

Clause

Page

 

 

1.    INTERPRETATION

2

 

 

2.    DEFINITIONS

3

 

 

3.    AGREEMENT

62

 

 

4.    JURISDICTION

63

 

 

5.    PARTIES TO CASH MANAGEMENT AGREEMENT

64

 

 

6.    CHANGE OF STYRON SECURITY TRUSTEE

64

 

 

7.    FURTHER ASSURANCES

64

 

 

8.    NOTICES

64

 

 

9.    YIELD PROTECTION INDEMNITIES

72

 

 

10.   DEFAULT INTEREST

74

 

 

11.   SWISS SELLERS, DUTCH SELLER, SWISS SERVICERS AND DUTCH SERVICER INDEMNITIES AND UNDERTAKING BY THE MASTER PURCHASER

74

 

 

12.   FEES, COSTS, EXPENSES AND TAXATION

81

 

 

13.   WAIVERS; REMEDIES CUMULATIVE

86

 

 

14.   APPOINTMENT OF PARENT BY SELLER AND SERVICER PARTIES; MODIFICATION AND WAIVER

86

 

 

15.   ENTIRE AGREEMENT

88

 

 

16.   NO LIABILITY

88

 

 

17.   LIMITED RECOURSE AND NON-PETITION IN FAVOUR OF REGENCY NOTEHOLDER

89

 

 

18.   MISCELLANEOUS PROVISIONS

90

 

 

19.   COUNTERPARTS

94

 

 

20.   CONFIDENTIALITY

94

 

 

21.   CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

95

 

 

22.   STYRON SECURITY TRUSTEE PARTY TO TRANSACTION DOCUMENTS

95

 

 

23.   TRUSTEE ACT

96

 

 

24.   RESTRICTION ON ENFORCEMENT OF SECURITY, NON-PETITION AND LIMITED RECOURSE IN FAVOUR OF THE MASTER PURCHASER

96

 

 

25.   PROVISIONS RELATING TO THE TRANSACTION DOCUMENTS

98

 

 

26.   GOVERNING LAW

99

 

 

27.   FAILURE TO SATISFY INITIAL CONDITIONS PRECEDENT

99

 

 

SCHEDULE 1 PART A TERMINATION EVENTS

101

 

 

PART B PERFECTION EVENTS

105

 

i


 

 

 

 

SCHEDULE 2 SWISS SERVICER DEFAULTS

107

 

 

SCHEDULE 3 ELIGIBILITY CRITERIA IN RESPECT OF RECEIVABLES

109

 

 

SCHEDULE 4 SPECIAL CONCENTRATION LIMITS

113

 

 

SCHEDULE 5 UNRESTRICTED COUNTRIES

114

 

 

SCHEDULE 6 ELIGIBLE COUNTRIES

116

 

 

SCHEDULE 7 MASTER PURCHASER REPRESENTATIONS, WARRANTIES AND COVENANTS

117

 

 

PART A REPRESENTATIONS AND WARRANTIES

117

 

 

PART B COVENANTS

124

 

 

SCHEDULE 8 EVENTS OF DEFAULT

133

 

 

SCHEDULE 9 INITIAL CONDITIONS PRECEDENT

134

 

 

SCHEDULE 10 ADDITIONAL CONDITIONS PRECEDENT

138

 

 

SCHEDULE 11 STANDARD DOCUMENTATION

139

 

 

PART A SWISS DOCUMENTATION

139

 

 

PART B GERMAN DOCUMENTATION

144

 

 

PART C DUTCH DOCUMENTATION

148

 

 

PART D U.S. DOCUMENTATION

152

 

 

SCHEDULE 12 APPROVED NON-STANDARD DOCUMENTATION OBLIGORS

154

 

 

SCHEDULE 13 ACCOUNT DETAILS

155

 

 

SCHEDULE 14 FORM OF BANK MANDATE

156

 

 

APPENDIX A SELLER CREDIT AND COLLECTION PROCEDURES

164

 

 

ii


 

 

SCHEDULE 2

Execution Version

 

THIS DEED is made on 12 August 2010 as amended and restated on 17 August 2010, 24 May 2011, 4 July 2012, 30 May 2013, 4 February 2016, 31 October 2016, 21 December 2017

and 28 September 2018.

 

BETWEEN:

 

(1)       TRINSEO EUROPE GMBH (formerly STYRON EUROPE GMBH), a limited liability company incorporated in Switzerland, having its registered office at Zugerstrasse 231, CH- 8810 Horgen, Switzerland, being an indirect wholly-owned subsidiary of the Parent (a “Swiss Seller”, a “Swiss Servicer” and the “Chargor”);

 

(2)       TRINSEO EXPORT GMBH, a limited liability company incorporated in Switzerland, having its registered office at Zugerstrasse 231, CH-8810 Horgen, Switzerland, being an indirect wholly-owned subsidiary of the Parent (a “Swiss Seller”, together with Trinseo GmbH, the “Swiss Sellers”, a “Swiss Servicer”, together with Trinseo GmbH, the “Swiss Servicers” and “Pledgor”);

 

(3)       TRINSEO DEUTSCHLAND ANLAGENGESELLSCHAFT MBH (formerly STYRON DEUTSCHLAND ANLAGENGESELLSCHAFT MBH), incorporated in Germany as a limited liability company (Gesellschaft mit beschränkter Haftung), registered at the “local court (Amtsgericht) of Tostedt under HRB 202609 and having its business address at Kölner Straße 10, 65760 Eschborn, Germany (the “German Seller” and the “German Servicer”);

 

(4)       TRINSEO NETHERLANDS B.V. (formerly STYRON NETHERLANDS B.V.), a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated in The Netherlands, having its corporate seat (statutaire zetel) in Terneuzen, The Netherlands and its registered office at Innovatieweg 14, 4542 NM Hoek (Terneuzen), The Netherlands  (the “Dutch Seller” and the “Dutch Servicer”);

 

(5)       TRINSEO LLC (formerly STYRON LLC), a limited liability company formed under the laws of the State of Delaware, having its primary office at 1000 Chesterbrook Boulevard, Suite 300, Berwyn, Pennsylvania 19312, (the “U.S. Seller” and the “U.S. Servicer”);

 

(6)       TRINSEO U.S. RECEIVABLES COMPANY SPV LLC, a limited liability company organized under the laws of the State of Delaware, having its primary office at c/o Trinseo LLC at 1000 Chesterbrook Boulevard, Suite 300, Berwyn, Pennsylvania 19312, in its  capacity as the U.S. Intermediate Transferor (the “U.S. Intermediate Transferor” and together with the Swiss Sellers, the German Seller, the Dutch Seller and the U.S. Seller, the “Sellers”);

 

(7)       STYRON RECEIVABLES FUNDING DESIGNATED ACTIVITY COMPANY a  company incorporated in Ireland with registration number 486138, whose registered office is at 3rd Floor, Kilmore House, Park Lane, Spencer Dock, Dublin 1, Ireland (the “Master Purchaser”, the “Pledgee”, and the “Chargee”);

 

(8)       TRINSEO FINANCE LUXEMBOURG S.À R.L., LUXEMBOURG, ZWEIGNIEDERLASSUNG HORGEN (formerly STYRON FINANCE LUXEMBOURG S.À R.L., LUXEMBOURG, ZWEIGNIEDERLASSUNG HORGEN), a Swiss branch, with offices located at Zugerstrasse 231, CH-8810, Horgen, Switzerland, of Trinseo Finance Luxembourg S.à r.l., a Luxembourg private limited liability company (société à responsabilité limitée) with registered office at 446A avenue John F. Kennedy, L-1855 Luxembourg, Grand- Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 151.012 (the “Investment Manager” and the “Styron Noteholder”);

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(9)       REGENCY ASSETS DESIGNATED ACTIVITY COMPANY a company incorporated in Ireland with registration number 272959, whose registered office is at 6th Floor, Pinnacle 2, Eastpoint Business Park, Dublin 3, Ireland (the “Regency Noteholder”);

 

(10)     HSBC BANK PLC, a company incorporated in England and Wales (Company Number: 14259) having its registered office at 8 Canada Square, London El4 5HQ (the “Cash Manager” and the “Master Purchaser Account Bank”);

 

(11)     TRINSEO HOLDING S.À R.L. (formerly STYRON HOLDING S.À R.L.), a Luxembourg private limited liability company (société à responsabilité limitée) with registered office at 46A avenue John F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 153.582 (the “Parent” and the “Guarantor”);

 

(12)     TMF ADMINISTRATION SERVICES LIMITED, a company incorporated in Ireland, whose registered office is at 3rd Floor, Kilmore House, Park Lane, Spencer    Dock, Dublin 1, Ireland (the “Corporate Administrator” and the “Registrar”); and

 

(13)     THE LAW DEBENTURE TRUST CORPORATION P.L.C., a company incorporated  with limited liability in England and Wales, having its registered office at Fifth Floor, 100 Wood Street, London EC2V 7EX in its capacity as security trustee under the Styron Security Deed (the “Styron Security Trustee”),

 

(together the “Parties”).

 

BACKGROUND:

 

(A)      The Sellers wish to sell and the Master Purchaser wishes to purchase Receivables, on the terms and subject to the conditions set out in the Master Receivables Purchase Agreements to be funded by means of the issue of Commercial Paper or by means of drawings under the Liquidity Facility Agreement.

 

(B)      In connection with the Transaction each of the parties to this Deed will enter into the Transaction Documents to which it is a party on or about the date of this Deed or prior thereto and each of the parties wishes to record its agreement regarding the incorporation of the definitions, the interpretation of certain words and expressions, contained in Clause 2, and, except as otherwise provided in the Transaction Documents, the provisions set out in Clauses 3 to 8 and 10 to 25, into the relevant Transaction Documents and the relevant parties wish to enter into the obligations contained herein on the terms and subject to the conditions contained herein.

 

1.         INTERPRETATION

 

1.1       Capitalised terms in this Deed shall, except where the context otherwise requires and save where otherwise defined in this Deed, have the meanings given to them in  Clause 2.1 (as it may be amended, varied or supplemented from time to time with the consent of the parties to this Deed) and this Deed shall be construed in accordance with the principles of construction set out in Clauses 2.2 to 2.11.

 

1.2       Where any party to this Deed from time to time acts in more than one capacity under  a Transaction Document, the provisions of this Deed shall apply to it as though it  were a separate party in each such capacity except insofar as they require it in one capacity to give any notice or information to itself in another capacity.

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1.3       In the event of any conflict between the terms of the German Receivables Purchase Agreement and this Master Definitions and Framework Deed, the terms of the  German Receivables Purchase Agreement shall prevail other than Clause 22 of this Master Definitions and Framework Deed as it relates to the Styron Security Trustee, and in the event of any conflict between the terms of the German Servicing Agreement and this Master Definitions and Framework Deed, the terms of the  German Servicing Agreement shall prevail other than Clause 22 of this Master Definitions and Framework Deed as it relates to the Styron Security Trustee. In the event of any conflict between the terms of the Swiss Receivables Purchase Agreement and this Master Definitions and Framework Deed, the terms of the Swiss Receivables Purchase Agreement shall prevail other than Clause 22 of this Master Definitions and Framework Deed as it relates to the Styron Security Trustee.

 

1.4       In the event of any conflict between the terms of the U.S. Receivables Purchase Agreement and this Master Definitions and Framework Deed, the terms of the U.S. Receivables Purchase Agreement shall prevail other than Clause 22 of this Master Definitions and Framework Deed as it relates to the Styron Security Trustee, in the event of any conflict between the terms of the U.S. Intermediate Transfer Agreement and this Master Definitions and Framework Deed, the terms of the U.S. Intermediate Transfer Agreement shall prevail other than Clause 22 of this Master Definitions and Framework Deed as it relates to the Styron Security Trustee and in the event of any conflict between the terms of the U.S. Servicing Agreement and this Master Definitions and Framework Deed, the terms of the U.S. Servicing Agreement shall prevail other than Clause 22 of this Master Definitions and Framework Deed as it relates to the Styron Security Trustee.

 

1.5       The various Clauses of this Deed shall be incorporated in the U.S. Transaction Documents only to the extent expressly stated therein.

 

2.         DEFINITIONS

 

2.1       In any agreement, instrument or deed expressly and specifically incorporating by reference this Master Definitions and Framework Deed the following expressions shall, except where the context otherwise requires and except where otherwise defined therein, have the following meanings:

 

2009 Act” means the Land and Conveyancing Law Reform Act 2009 of Ireland. “2016 Amendment Effective Date” means 31 October 2016.

2017 Amendment Effective Date” means 21 December 2017.

 

2018 Amendment Effective Date” means 28 September 2018.

 

Account Bank Agreement” means the agreement so named dated on or about the Closing Date between the Master Purchaser, the Cash Manager, the Master Purchaser Account Bank and the Styron Security Trustee.

 

Account Control Agreements” means (a) the UK Account Control Deed dated on  or about the Closing Date by which the Swiss Sellers have created security over its Collection  Accounts,  (b)  the  U.S.  Account  Control  Agreements,  (c)  the     Dutch

 

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Collection Account Security Agreement, (d) the Belgian Collection Account Pledge Agreement, (e) the German Account Pledge Agreement, (f) the Trinseo Export German Account Pledge Agreement and (g) any other account control agreement entered into between a Seller, the Master Purchaser and the Styron Security Trustee.

 

Account Details” means the details of each of the Master Purchaser Accounts set  out in Schedule 13 of this Framework Deed.

 

Accounting Reference Date” means, in each year:

 

(a)        in respect of the Master Purchaser, 31 March;

 

(b)        in respect of the Swiss Sellers, 31 December;

 

(c)        in respect of the Swiss Servicers, 31 December;

 

(d)        in respect of the German Seller, 31 December;

 

(e)        in respect of the German Servicer, 31 December;

 

(f)        in respect of the Dutch Seller, 31 December;

 

(g)        in respect of the Dutch Servicer, 31 December;

 

(h)        in respect of the U.S. Seller, 31 December;

 

(i)         in respect of the U.S. Servicer, 31 December; and

 

(j)         in respect of the U.S. Intermediate Transferor, 31 December.

 

Accounting Reference Period” means, in respect of a Seller, the Master Purchaser or a Servicer, the period from (and including) an Accounting Reference Date in  respect of such Person to (but excluding) the next Accounting Reference Date in respect of such Person.

 

Accounts” means the Master Purchaser Accounts and any other account of the Master Purchaser to be established pursuant to the Account Bank Agreement, each an “Account”.

 

Additional Conditions Precedent” means the conditions precedent set out in Schedule 10 (Additional Conditions Precedent).

 

Additional Note Issue Notice” means a notice of an Additional Offer delivered by the Master Purchaser to each Noteholder in accordance with Clause 6.1 (Additional Offer) of the Variable Loan Note Issuance Deed.

 

Additional Offer” means an offer of an increase in the Principal Amount Outstanding of a Note pursuant to an Additional Note Issue Notice.

 

Additional Principal Amount” means the Regency USD Note Additional Principal Amount, Regency EUR Note Additional Principal Amount, the Styron USD Note

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Additional Principal Amount or the Styron EUR Note Additional Principal Amount,  as applicable.

 

Additional Subscription Price” means the amount which a Noteholder is required  to pay for each $1 or €1 in Additional Principal Amount of the relevant Notes as specified in the relevant Additional Offer.

 

Adjusted Spot Rate” means the rate advised by the Cash Manager from time to time.

 

Affected Person” means any of the Regency Noteholder, the Instructing Party, the Liquidity Facility Provider and Styron Security Trustee.

 

Affiliate” or “affiliate” means, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by or is under common control with such Person or is a director or officer of such Person.

 

Aggregate Note Principal Amount Outstanding” means the aggregate Principal Amount Outstanding (calculated using the USD Equivalent of such amounts where applicable) of the Regency USD Note Principal Amount Outstanding, the Regency EUR Note Principal Amount Outstanding, the Styron USD Note Principal Amount Outstanding and the Styron EUR Note Principal Amount Outstanding.

 

Aggregate Obligor Overconcentration Amount” means, as of any Determination Date, an amount equal to the sum of the Obligor Overconcentration Amounts of all Obligors at the end of the preceding Business Day.

 

Aggregate Receivables Balance” means, as at any Determination Date, the USD Equivalent of the aggregate Outstanding Balances of all Eligible Receivables which are Purchased Receivables.

 

Aggregate Regency Note Principal Amount Outstanding” means the aggregate Principal Amount Outstanding (calculated using the USD Equivalent of such amounts where applicable) of the Regency USD Note Principal Amount Outstanding and the Regency EUR Note Principal Amount Outstanding.

 

AIFMD” means Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010.

 

AIFMR” means Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012 supplementing Directive 2011/61/EU of the European Parliament and of the Council with regard to exemptions, general operating conditions, depositaries, leverage, transparency and supervision.

 

Ancillary Rights” means in relation to a Right, all ancillary rights, accretions and supplements to such Right, including any guarantees or indemnities in respect of such Right.

 

Applicable Stress Factor” means 2.5.

 

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Approved Currencies” means Euro and US Dollars but, (i) in the case of the German Receivables Purchase Agreement, Euro only, (ii) in the case of the Dutch Receivables Purchase Agreement, Euro only and (iii) in the case of the U.S. Receivables Purchase Agreement and the U.S. Intermediate Transfer Agreement, US Dollars only.

 

Asset” means (i) any Contract, (ii) all Receivables in respect of any Contract and

(iii) the Asset Records in respect thereof, and together assigned or proposed to be assigned by a Seller to the U.S. Intermediate Transferor or the Master Purchaser in accordance with the terms of a Master Receivables Purchase Agreement.

 

Asset Records” means the original or any copies of the Contracts and all documents and records, in whatever form or medium, relating to the Contracts, including all computer tapes and disks specifying, among other things Obligor details, the amounts and dates on which payments are due and are paid under the Contracts and identifying any Contract which has been subject to a hostile termination or written off.

 

Asset Shortfall” means as at any date of determination:

 

(a)        the USD Equivalent of the amount by which aggregate of:

 

(i)         the EUR Proportion of the Purchase Base;

 

(ii)       the balance standing to the credit of the Collection Accounts and the Master Purchaser Accounts denominated in EUR; and

 

(iii)      the balance standing to the credit of the Collection Accounts and the Master Purchaser Accounts not denominated in EUR (for the purposes of this calculation, these amounts shall be converted to EUR using the Adjusted Spot Rate),

 

is, or would be where applicable, following any funding, purchase or repayment occurring or anticipated to occur immediately prior to such determination on any day, less than the aggregate Principal Amount Outstanding of the Regency EUR Note Principal Amount Outstanding; or

 

(b)        the amount by which the aggregate of:

 

(i)         the USD Proportion of the Purchase Base;

 

(ii)       the balance standing to the credit of the Collection Accounts and the Master Purchaser Accounts denominated in USD; and

 

(iii)      the balance standing to the credit of the Collection Accounts and the Master Purchaser Accounts not denominated in USD (for the purposes of this calculation, these amounts shall be converted to USD using the Adjusted Spot Rate),

 

is, or would be where applicable, following any funding, purchase or repayment occurring or anticipated to occur immediately prior to such determination on any day, less than the aggregate Principal Amount Outstanding of the Regency USD Note Principal Amount Outstanding it being

 

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specified that there should be no double counting between the amounts referred to in paragraphs (a)(ii) and (a)(iii) and the amounts referred to paragraphs (b)(ii) and (b)(iii) of this definition.

 

Assigned Rights” means the Benefit of the Contracts and the Receivables assigned or to be assigned to the U.S. Intermediate Transferor or the Master Purchaser by a Seller in accordance with the terms of a Master Receivables Purchase Agreement.

 

Auditors” means:

 

(a)        in respect of the Master Purchaser, such firm of accountants as may be appointed by the Master Purchaser;

 

(b)        in respect of the Swiss Sellers, PricewaterhouseCoopers LLP or such other firm of accountants as may be appointed by the Swiss Sellers;

 

(c)        in respect of the Swiss Servicers, PricewaterhouseCoopers LLP or such other firm of accountants as may be appointed by the Swiss Servicers;

 

(d)        in respect of the German Seller, PricewaterhouseCoopers LLP or such other firm of accountants as may be appointed by the German Seller;

 

(e)        in respect of the German Servicer, PricewaterhouseCoopers LLP or such other firm of accountants as may be appointed by the German Servicer;

 

(f)        in respect of the Dutch Seller, PricewaterhouseCoopers LLP or such other firm of accountants as may be appointed by the Dutch Seller;

 

(g)        in respect of the Dutch Servicer, PricewaterhouseCoopers LLP or such other firm of accountants as may be appointed by the Dutch Servicer;

 

(h)        in respect of the U.S. Seller, PricewaterhouseCoopers LLP or such other firm of accountants as may be appointed by the U.S. Seller;

 

(i)         in respect of the U.S. Servicer, PricewaterhouseCoopers LLP or such other firm of accountants as may be appointed by the U.S. Servicer; and

 

(j)         in respect of the U.S. Intermediate Transferor, PricewaterhouseCoopers LLP or such other firm of accountants as may be appointed by the U.S.  Intermediate Transferor.

 

Authorised Investments” means, in respect of investments made by a Seller of funds standing in the balance of the US Dollar and Euro denominated Collection Accounts, deposits made into accounts held in the name of Styron Receivables Funding Designated Activity Company at HSBC Bank plc or Deutsche Bank AG pursuant to a Bank Mandate.

 

Authorised Signatory” means, in relation to any Transaction Party, any Person who is duly authorised and in respect of whom a certificate has been provided signed by a director or another duly authorised Person of such Transaction Party setting out the name and signature of such Person and confirming such Person’s authority to act.

 

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Bank Mandate” means a Bank Mandate that may be in place from time to time, among the Servicers, the Master Purchaser and HSBC plc or Deutsche Bank AG London in the form attached as Schedule 14 (Form of Bank Mandate).

 

Bank Receivables” has the meaning given in Clause 3 (Charge) of the UK Account Control Deed.

 

Basel III” means:

 

(a)        the agreements on capital requirements, a 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;

 

(b)        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

 

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

 

Belgian Collection Account Pledge Agreement” means the Belgian Collection Account Pledge Agreement dated on or about the Dutch Closing Date by which the Dutch Seller has created security over the Belgian law governed Collection Accounts and any other account control agreements entered into among the Dutch Seller, the Master Purchaser, the Styron Security Trustee and the relevant Collection Account Bank.

 

Benefit” in respect of any Right held, assigned, conveyed, transferred, charged, sold or disposed of by any Person shall be construed so as to include:

 

(a)        all right, title, interest and benefit, present and future, actual and contingent (and interests arising in respect thereof) of such Person in, to, under and in respect of such Right and all Ancillary Rights in respect of such Right;

 

(b)        all monies and proceeds payable or to become payable under, in respect of, or pursuant to such Right or its Ancillary Rights and the right to receive payment of such monies and proceeds and all payments made including, in respect of any bank account, all sums of money which may at any time be credited to such bank account together with all interest accruing from time to time on such money and the debts represented by such bank account;

 

(c)        the benefit of all covenants, undertakings, representations, warranties and indemnities in favour of such Person contained in or relating to such Right or its Ancillary Rights;

 

(d)        the benefit of all powers of and remedies for enforcing or protecting such Person’s right, title, interest and benefit in, to, under and in respect of such Right or its Ancillary Rights, including the right to demand,    sue for, recover,

 

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receive and give receipts for proceeds of and amounts due under or in respect of or relating to such Right or its Ancillary Rights; and

 

(e)        all items expressed to be held on trust for such Person under or comprised in any such Right or its Ancillary Rights, all rights to deliver notices or take such steps as are required to cause payment to become due and payable in respect  of such Right and its Ancillary Rights, all rights of action in respect of any breach of or in connection with any such Right and its Ancillary Rights and all rights to receive damages or obtain other relief in respect of such breach.

 

Billed Receivables” means, on the relevant Purchase Date, a Receivable that has arisen under a Contract in respect of the sale of chemical products to an Obligor and  in respect of which an Invoice has been issued on or prior to such Purchase Date.

 

Breach of Duty” means in relation to any Person, a wilful default, fraud, illegal dealing, negligence or breach of any agreement by such Person.

 

Business Day” means a day (other than a Saturday or a Sunday) on which banks are generally open for business in London, Dublin, Zurich, Rotterdam, New York, Dallas, Texas, and, except with respect to any U.S. Transaction Document, which is a TARGET Day.

 

Carry Cost Stress Rate” means the aggregate (expressed as a percentage) of:

 

(i)         2 x the current proportion (expressed as a percentage) of the Receivables from Unrestricted Countries divided by the Net Eligible Receivables Balance, and

 

(ii)       4 x the current proportion (expressed as a percentage) of the Receivables from Eligible Countries divided by the Net Eligible Receivables Balance.

 

Carrying Cost Reserve” means, as of any date of determination, an amount equal  to:

 

(NERB x CCRR)

 

Where:

 

NERB     =            the  lesser  of  (i)  the  Facility  Limit  and  (ii)  the Net Eligible Receivables Balance as of the close of business of the Investment Manager on such date.

 

CCRR     =            The Carrying Cost Reserve Ratio on such date.

 

Carrying Cost Reserve Ratio” means, on any Monthly Reporting Date, an amount expressed as a percentage equal to:

 

(i)         the Reuters Screen Rate for 1 months USD plus 3%, multiplied by

 

(ii)       the Carry Cost Stress Rate, multiplied by

 

(iii)      the Days Sales Outstanding, divided by

 

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(iv)       360.

 

Cash Control Events” means the occurrence of any of the following events:

 

(a)        any Termination Event that has not been remedied or waived;

 

(b)        an event that but for the giving of notice or lapse of time would constitute a Swiss Servicer Default, a German Servicer Default, a Dutch Servicer Default or a U.S. Servicer Default of the kind described in paragraph (a)(ii), (a)(iii)  or

(c)        of Schedule 2; or

 

(c)        an event that but for the giving of notice or the lapse of time would constitute  a Termination Event of the kind described in paragraph (a) of Part A of Schedule 1 or a Perfection Event of the kind described in paragraphs (a) to (e) of Part B of Schedule 1.

 

Cash Management Agreement” means the agreement so named dated 12 August 2010 between the Master Purchaser, the Cash Manager, the Regency Noteholder, the Styron Noteholder and the Styron Security Trustee, as amended and restated on 24 May 2011 and on or around the Dutch Closing Date.

 

Cash Management Report” means a report prepared by the Cash Manager in accordance with Paragraph 23 (Cash Management Report) of Schedule 1 (Services to be provided by Cash Manager) of the Cash Management Agreement.

 

Cash Management Services” means the services to be provided by the Cash Manager as set out in Schedule 1 (Services to be provided by Cash Manager) of the Cash Management Agreement.

 

Cash Manager” means HSBC Bank plc in its capacity as Cash Manager in accordance with the terms of the Cash Management Agreement.

 

Cash Manager Covenants” means the covenants made by the Cash Manager contained in Schedule 3 (Cash Manager Covenants) of the Cash Management Agreement.

 

Cash Manager Event” means any of the events set out in Clause 14 (Cash Manager Events) of the Cash Management Agreement.

 

Cash Manager Event Notice” means a notice to the Cash Manager from the Master Purchaser or the Styron Security Trustee advising the Cash Manager of the occurrence of a Cash Manager Event.

 

Cash Manager Records” means the original or any copies of all documents and records, in whatever form or medium, relating to the Cash Management Services including all computer tapes, files and disks relating to the Cash Management Services.

 

Cash Manager Reporting Date” means the Business Day prior to each Monthly Payment Date.

 

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Cash Manager Termination Date” means the date specified in a Cash Manager Termination Notice or in a notice delivered pursuant to Clause 17.1 (Termination of Appointment by Notice) of the Cash Management Agreement or determined in accordance with Clause 17.2 (Agreement to terminate on appointment of Successor Cash Manager) of the Cash Management Agreement.

 

Cash Manager Termination Notice” means a notice to the Cash Manager from the Master Purchaser or the Styron Security Trustee delivered in accordance with the terms of Clause 16 (Termination on Delivery of Cash Manager Termination Notice)  of the Cash Management Agreement.

 

Cash Manager Warranties” means the warranties made by the Cash Manager contained in Schedule 2 (Cash Manager Representations and Warranties) of the Cash Management Agreement.

 

Change of Control” means the occurrence of any of the following:

 

(a)        a Person owns beneficially and of record directly or indirectly ordinary shares representing more than 50% of the voting power of the Parent and the Sellers of the votes capable of being cast; and

 

(b)        that Person is otherwise not acceptable to the Master Purchaser (acting reasonably) or the Cash Manager (acting reasonably),

 

provided that an initial underwritten public offering of the ordinary share capital of any Sellers, any member of the Sellers’ group or any of their holding companies to be listed or traded on any recognised investment exchange or market in any country shall not of itself be considered a Change of Control.

 

Charge” means the charge held by the Chargee over all of the Bank Receivables pursuant to Clause 3 (Charge) of the UK Account Control Deed.

 

Charged Account” means the account(s) specified in the relevant Account Control Agreement.

 

Charged Property” means all the property of the Master Purchaser which is subject to the Security.

 

Closing Date” means 12 August 2010.

 

Collection Account Bank” means (a) Deutsche Bank AG through its relevant branches in the jurisdictions where Collection Accounts are held (and in the case of Collection Accounts in Spain, Deutsche Bank, Sociedad Anónima Española and in the case of Collection Accounts in the United States, Deutsche Bank Trust Company Americas), as applicable, (b) Bank of America, National Association through its relevant branches in the U.S. where Collection Accounts are held or (c) such other bank appointed from time to time in replacement thereof with the consent of the Cash Manager to hold the Collection Accounts and the Investment Manager Operating Accounts.

 

Collection Accounts” means:

 

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(a)        accounts in the name of a Seller with the Collection Account Bank which are denominated in Euro and US Dollars into which Collections are received in respect of Euro and US Dollar amounts; and

 

(b)        with respect to any Currency Receivables, any other accounts in the name of a Seller with the Collection Account Bank which are denominated in the same currency as the relevant Currency Receivable (the “Currency Receivables Collection Accounts”).

 

Collection Ratio” means, as at any Determination Date, the fraction (expressed as a percentage) calculated as:

 

(a)        the aggregate amount of Collections received during the Determination Period ending on that Determination Date; divided by

 

(b)        the aggregate Outstanding Balance of all Purchased Receivables which were outstanding on the first day of the preceding Determination Period.

 

Collections” means, with respect to any Purchased Receivable, all cash collections and other cash proceeds of such Receivable (including cash proceeds of cheques, promissory notes, bills of exchange or other instruments or wire transfers) received into the Collection Accounts during a Determination Period, including amounts received in respect of VAT, if any, all finance charges, if any, all cash proceeds of the Related Security with respect to such Receivable, and any amounts received from a Seller in respect of Deemed Collections of such Receivable, as well as, for the avoidance of doubt, all amounts received in relation to a Purchased Receivable between the Business Day prior to the Offer in respect of such Purchased Receivable and the day such Offer is accepted by the Master Purchaser or the U.S. Intermediate Transferor, as applicable.

 

Commercial Paper” means Euro or USD denominated commercial paper notes issued by Regency Assets Designated Activity Company or Regency Markets No. 1 LLC the proceeds of which are provided to the Master Purchaser as subscription proceeds for the issue of a Regency EUR Note or a Regency USD Note or which directly or indirectly refinance commercial paper notes the proceeds of which were previously so provided to the Master Purchaser.

 

Conditions” means the terms and conditions of the Notes, as any of the same may from time to time be modified in accordance with the conditions and any reference to a particular numbered Condition shall be construed in relation to the Notes accordingly.

 

Contract” means a contract (which may be an order and confirmation subject to standard terms and conditions) concluded between a Seller and an Obligor for the supply of chemical products pursuant to which Receivables arise.

 

Core Eligibility Criteria” means the criteria listed in Schedule 1 (Representations and Warranties), Part B (Representations and warranties relating to the Purchased Receivables), and items (a), (e) and (x) of the German Receivables Purchase Agreement.

 

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Corporate Administrator” means TMF Administration Services Limited.

 

Corporate Services Agreement” means the corporate services agreement dated on or about the Closing Date between the Corporate Administrator and the Master Purchaser.

 

Countries Limit” means an aggregate cap limit for Eligible Receivables that are owed by Obligors from Eligible Countries of 15% of the USD Equivalent of the Outstanding Balance of all Purchased Receivables.

 

Country Credit Rating Overconcentration Amount” means, on any  Determination Date, the aggregate amount of Receivables owed by Obligors in Non- Investment Grade Countries that exceed 10% of the USD Equivalent of the Outstanding Balances of the Purchased Receivables.

 

Country Overconcentration Amount” means, on any Determination Date, the aggregate amount of Eligible Receivables owed by Obligors from Eligible Countries that exceed the Countries Limit.

 

Court” means the courts of England and Wales.

 

Covenant to Pay” means the Master Purchaser’s undertaking to pay the Secured Amounts pursuant to Clause 2 (Master Purchaser’s Undertaking to Pay) of the Styron Security Deed.

 

CP Rate” means at any time, the weighted average of the funds rates (expressed as an interest rate per annum) of the Commercial Paper then outstanding and floored at zero including any hedging costs and dealer commissions.

 

CRR” means 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.

 

Currency Limit” means an aggregate cap limit of 10% of the USD Equivalent of  the aggregate Outstanding Balance of all Purchased Receivables for Receivables that are Currency Receivables.

 

Credit Agreement” means the credit agreement under which the Lenders (as  defined therein) agreed to provide credit facilities to Trinseo Materials Operating

S.C.A and Trinseo Materials Finance, Inc. as the Borrowers (as defined therein) pursuant to a US$1,075,000,000 credit agreement dated 6 September 2017 and  entered into by, among others, (i) the Borrower (as defined therein); (ii) the Guarantors (as defined therein) party thereto from time to time; (iii) Deutsche Bank AG New York Branch as Administrative Agent (as defined therein), Collateral Agent (as defined therein), L/C Issuer (as defined therein) and Swing Line Lender  (as defined therein) and (iv) the Lenders (as defined therein) from time to time party thereto.

 

Currency Receivables” means Receivables where the payment due from the Obligor is in a currency other than Euro or USD.

 

Currency Reserve” means the sum of:

 

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(a)        the USD Equivalent of the outstanding principal amount of each non- Euro/USD pool of Receivables multiplied by the Currency Volatility percentage for the relevant currency, plus,

 

(b)        the USD Equivalent of the outstanding principal amount by which the Currency Receivables exceeds the Currency Limit.

 

Currency Volatility” means the maximum movement in the exchange rate of the relevant currency against the Euro in any thirty (30) day period over the preceding twelve (12) months, expressed as a percentage.

 

Daily Reporting Date” means each date on which a Swiss Servicer’s Daily Report,  a German Servicer’s Daily Report, a Dutch Servicer’s Daily Report or a U.S. Servicer’s Daily Report is delivered.

 

Days Sales Outstanding” means the maximum Rolling Average Turnover Ratio recorded over the preceding twelve (12) months.

 

Debt” means (i) indebtedness for borrowed money, (ii) obligations evidenced by bonds, debentures, notes or other similar instruments, (iii) obligations to pay the deferred purchase price of property or services otherwise than in the ordinary course  of business and not for the purpose of raising debt or finance, (iv) obligations as  lessee under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases, and (v) obligations under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in (i) to (iv) above.

 

Deemed Collections” means, any amounts paid or payable by a Seller to the Master Purchaser or the U.S. Intermediate Transferor, as applicable, pursuant to clauses 7.1  or 7.2 of the relevant Master Receivables Purchase Agreement.

 

Default Interest” means in respect of the Notes, the default interest payable in accordance with Condition 9.

 

Default Ratio” means, as at any Monthly Reporting Date, the fraction (expressed as a percentage) calculated for the immediately preceding Determination Period as:

 

(a)        the sum of:

 

(i)         the aggregate Outstanding Balance of Purchased Receivables that were more than 90 days past their Due Date as at the Determination Date for such Determination Period but equal to or less than 120 days past their Due Date; plus

 

(ii)       without duplication, the aggregate Outstanding Balance of all Purchased Receivables which became Written-off Receivables during the Determination Period ending on such Determination Date; divided by

 

(b)        the sales generated in the Determination Period five (5) months prior to the current Determination Period.

 

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Defaulted Receivable” means a Purchased Receivable:

 

(a)        in respect of which all or part of its Outstanding Balance remains unpaid past its Due Date for more than 90 days; and

 

(b)        which has become a Written-off Receivable.

 

Deferred Purchase Price” has the meaning given to it in clause 3.1 of the Swiss Receivables Purchase Agreement, the U.S. Intermediate Transfer Agreement or the Dutch Receivables Purchase Agreement (as applicable).

 

Delinquency Ratio” means the ratio (expressed as a percentage) computed as of  each Monthly Reporting Date for the immediately preceding Determination Period by dividing (i) the USD Equivalent of the aggregate Outstanding Balance of all Delinquent Receivables as of the end of such Determination Period by (ii) the USD Equivalent of the sales generated in the Determination Period four (4) months prior to the current Determination Period.

 

Delinquent Receivable” means a Purchased Receivable:

 

(a)        in respect of which all or part of its Outstanding Balance remains unpaid for more than 60 days but equal to or less than 90 days past its original Due Date; and

 

(b)        which is not a Defaulted Receivable.

 

Determination Date” means the last day of each Determination Period.

 

Determination Period” means each calendar month during the Securitisation Availability Period.

 

Diluted Receivable” means any Receivable in respect of which an event giving rise to a Dilution has occurred.

 

Dilution” means any Purchased Receivable or part thereof that is either:

 

(a)        reduced cancelled, or adjusted as a result of:

 

(i)         any defective, rejected or returned goods or merchandise or any failure by the relevant Seller to deliver any goods or merchandise or otherwise to perform under the underlying Contract; or

 

(ii)       any change in the terms of or cancellation of, a Contract or any cash discount, discount for quick payment or other credit, refund,  allowance, reverse invoice, discount or other adjustment by the  relevant Seller which reduces the amount payable by the Obligor on  the related Purchased Receivable (in each case, except any such  change or cancellation made in settlement of such Receivable in accordance with the relevant Seller’s Credit and Collection Policies resulting from or relating to the financial inability to pay or insolvency of the Obligor of such Purchased Receivable); or

 

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(iii)      any set-off by an Obligor in respect of any claim by such Obligor as to amounts owed by it on the related Purchased Receivable (whether such claim arises out of the same or a related transaction or an unrelated transaction); or

 

(b)        subject to any specific dispute, offset, counterclaim or defence except the discharge in insolvency or any analogous proceeding of the Obligor thereof.

 

Dilution Horizon Ratio” means the aggregate sales generated in the current Determination Period divided by the Net Eligible Receivables Balance of the relevant day of the current Determination Period.

 

Dilution Ratio” means, as at any Monthly Reporting Date, the fraction (expressed as a percentage) calculated for the immediately preceding Determination Period by dividing:

 

(a)        the aggregate Dilution in respect of Diluted Receivables of which a Deemed Collection is required to be made under clause 7.2 of the relevant Master Receivables Purchase Agreement (without double counting under the U.S. Receivables Purchase Agreement and the U.S. Intermediate Transfer Agreement) during the Determination Period ending on such Determination Date; by

 

(b)        the aggregate sales generated in the preceding Determination Period. “Dilution Reserve Floor” means 5%.

 

Dilution Reserve Ratio” means as of any Monthly Reporting Date, and continuing until (but not including) the next Monthly Reporting Date, an amount (expressed as a percentage) that is calculated as follows:

 

DRR     =              (SF x ADR) + (HDR-ADR) x (HDR/ADR)  x DHR

 

where:

 

DRR     =              the Dilution Reserve Ratio;

 

SF         =              the Applicable Stress Factor;

 

ADR     =              the “Average Dilution Ratio” defined as the twelve-month rolling average of the Dilution Ratios that occurred during the period of  twelve consecutive Determination Periods ending immediately prior to such earlier Monthly Reporting Date;

 

HDR     =              the “Highest Dilution Ratio”, defined as the highest Dilution Ratio that occurred during the period of twelve consecutive Determination Periods ending immediately prior to such earlier Monthly Reporting Date; and

 

DHR     =              the Dilution Horizon Ratio.

 

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Direct Debit” means a written instruction of an Obligor authorising its bank to honour a request of a Seller to debit a sum of money on specified dates from the account of the Obligor for credit to an account of that Seller.

 

Direct Debiting Scheme” means the system for the manual or automated debiting of bank accounts by Direct Debit operated in accordance with the principal rules of certain members of the Association for Payment Clearing Services.

 

Distribution Ledgers” means the Distribution USD Ledger and the Distribution EUR Ledger.

 

Distribution EUR Ledger” means the EUR ledger established and maintained pursuant to the Cash Management Agreement.

 

Distribution USD Ledger” means the USD ledger established and maintained pursuant to the Cash Management Agreement.

 

Due Date” means, in respect of any Billed Receivable, the date specified in the relevant Invoice, and, in respect of any Unbilled Receivable, means the expected date (as determined according to current business practices of a Seller) on which such Receivable will be payable when invoiced in accordance with the relevant Seller’s Credit and Collection Procedures and the applicable Contract.

 

Dutch Closing Date” means the date of the Dutch Receivables Purchase Agreement.

 

Dutch Collection Accounts” means the Collection Accounts owned by the Dutch Seller, which receive Collections related to the Dutch Purchased Receivables sold by the Dutch Seller to the Master Purchaser pursuant to the Dutch Receivables Purchase Agreement.

 

Dutch Collection Account Security Agreement” means the Dutch Collection Account Security Agreement dated on or about the Dutch Closing Date by which the Dutch Seller has created security over the Dutch Collection Accounts and any other account control agreements entered into among the Dutch Seller, the Master Purchaser, the Styron Security Trustee and the relevant Collection Account Bank.

 

Dutch Funding Date” means the day falling two Business Days after the day the first Offer is delivered under the Dutch Receivables Purchase Agreement or such  other date as may be agreed by the Dutch Seller and the Cash Manager.

 

Dutch Purchased Receivables”  means the Receivables purchased by the Master Purchaser on the terms of the Dutch Receivables Purchase Agreement.

 

Dutch Receivables Purchase Agreement” means the Dutch receivables purchase agreement dated the Dutch Closing Date between the Dutch Seller, the Investment Manager, the Master Purchaser and the Styron Security Trustee.

 

Dutch Seller” means Trinseo Netherlands B.V. (formerly Styron Netherlands B.V.) incorporated in The Netherlands, in its capacity as seller of Receivables to the Master Purchaser under the Dutch Receivables Purchase Agreement.

 

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Dutch Seller Credit and Collection Procedures” means the Seller’s Credit and Collection Procedures with respect to the Dutch Seller.

 

Dutch Servicer” means the person appointed by the Master Purchaser under the Dutch Servicing Agreement to manage and provide administration and collection services in relation to the Purchased Receivables purchased by the Master Purchaser pursuant to the Dutch  Receivables Purchase Agreement, being     Styron  Netherlands

B.V. at the Dutch Funding Date.

 

Dutch Servicer Default” means the occurrence of any of the events described in Schedule 2 hereto as if each reference therein to “Swiss Servicer” was a reference to “Dutch Servicer”, each reference to “Swiss Receivables Purchase Agreement” was a reference to “Dutch Receivables Purchase Agreement” and each reference to “Swiss Servicing Agreement” was a reference to “Dutch Servicing Agreement”.

 

Dutch Servicer’s Daily Report” means any document prepared by the Dutch Servicer in accordance with Clause 7.2 (Dutch Servicer’s Daily Reports) of the Dutch Servicing Agreement, provided that all data required to be included in the Dutch Servicer’s Daily Report shall be consolidated in the Swiss Servicers’ Daily Report.

 

Dutch Servicer’s Monthly Report” means any document prepared by the Dutch Servicer in accordance with Clause 7.1 (Dutch Servicer’s Monthly Reports) of the Dutch Servicing Agreement, provided that all data required to be included in the Dutch Servicer’s Monthly Report shall be consolidated in the Swiss Servicer’s Monthly Report.

 

Dutch Servicer Report” means the Dutch Servicer’s Daily Report or the Dutch Servicer’s Monthly Report (as the case may be).

 

Dutch Servicing Agreement” means the servicing agreement to be dated the Dutch Closing Date relating to the Purchased Receivables purchased by the Master  Purchaser pursuant to the Dutch Receivables Purchase Agreement and made between the Master Purchaser, the Dutch Servicer and the Styron Security Trustee.

 

Dutch Servicing Fees” means the fees referred to in clause 13 of the Dutch Servicing Agreement.

 

Eligibility Criteria” means the criteria set out in Schedule 3 of this Deed.

 

Eligible Country” means a country that is not an Unrestricted Country (or has not been designated an Unrestricted Country by the Regency Noteholder) and is listed in Schedule 6.

 

Eligible Institution” means a bank or financial institution duly authorised in respect of its activities under the laws and regulations of (i) the United Kingdom or (ii) a member state of the European Union, the short term unsecured and unsubordinated debt obligations of which are rated at least P-1 by Moody’s and A-1 by S&P.

 

Eligible Obligors” means Obligors who are:

 

(a)        customers of a Seller granted credit in accordance with that Seller’s normal procedures and billed by or on behalf of that Seller on regular invoices;

 

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(b)        at the time of sale of the Receivables to the Master Purchaser, solvent within the meaning of Section 123(1) of the Insolvency Act 1986 or the equivalent legislation in the jurisdiction in which the Obligor is located;

 

(c)        at the time of sale of the Receivables to the Master Purchaser, not in liquidation, administration or receivership (or analogous proceedings) under the laws of the jurisdiction of their incorporation;

 

(d)        resident in an Eligible Country or an Unrestricted Country;

 

(e)        (i) not an Affiliate of either Parent or a Seller (other than a portfolio company of any shareholder); and (ii) not a government or a governmental agency or subdivision or an entity that a government or governmental agency or subdivision holds an interest in, as shareholder or otherwise;

 

(f)        a corporation, limited liability company, business trust or other Person other than an individual; and

 

(g)        not subject to any United Nations, United Kingdom, European Union, Swiss, Dutch or U.S. sanctions or other similar measures implemented or effective in the United Kingdom, European Union, Switzerland, The Netherlands     or  the U.S. nor carrying on business in a country to which any such sanctions or  other similar measures apply, or otherwise the target of any such sanctions or other similar measures.

 

Eligible Pool Balance” means, as at any date of determination, the USD Equivalent of the Outstanding Balance of all Eligible Receivables, reduced (for the avoidance of doubt without double counting or duplication) by the sum of:

 

(a)        USD Equivalent of the Collections which have not reduced the Outstanding Balance and have not yet been credited to the Collection Accounts;

 

(b)        the aggregate USD Equivalent of the outstanding amount of deposits or advance payments received by a Seller from any Obligors which are not Collections received in respect of Purchased Receivables;

 

(c)        the aggregate USD Equivalent of the amount of all credit notes, refunds, discounts, allowances or reverse invoices permitted or issued by a Seller against any Purchased Receivable at such time including accruals for such amounts;

 

(d)        the aggregate USD Equivalent of all potential set-off amounts representing amounts owed by a Seller to any Obligor (provided that if the related Contract expressly states that such Obligor waives its right of set-off, amounts owed by a Seller to such Obligor shall not be considered a potential set-off for the purposes hereof);

 

(e)        the aggregate USD Equivalent of the Outstanding Balance of Receivables which are Defaulted Receivables and Delinquent Receivables (without double counting the deduction of such Defaulted Receivables and Delinquent Receivables in the Outstanding Balance of Eligible Receivables and in this paragraph (e));

 

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(f)        the USD Equivalent of the Outstanding Balance of any Unbilled Receivable which has not become a Billed Receivable within 40 days from its Purchase Date;

 

(g)        the USD Equivalent of any Obligor Overconcentration Amounts (without double counting the deduction with respect to the Outstanding Balance of Eligible Receivables and in this paragraph (g));

 

(h)        the Currency Reserve (without double counting the deduction with respect to the Outstanding Balance of Eligible Receivables and in this paragraph (h));

 

(i)         the USD Equivalent of the Country Overconcentration Amount (without double counting the deduction with respect to the Outstanding Balance of Eligible Receivables and this paragraph (i));

 

(j)         the USD Equivalent of the Country Credit Rating Overconcentration Amount (without double counting (i) the deduction with respect to the Outstanding Balance of Eligible Receivables and this paragraph (j) and (ii) any amounts deducted in respect of the Country Overconcentration Amount under (i) of this definition); and

 

(k)        the USD Equivalent of the Unbilled Receivables Overconcentration Amount (without double counting (i) the deduction with respect to the Outstanding Balance of Eligible Receivables and this paragraph (k) and (ii) any amount deducted in respect of (g), (i) or (j) above).

 

Eligible Receivables” means the Receivables that satisfy each of the Eligibility Criteria.

 

Encumbrance” includes any mortgage, charge, pledge, lien, hypothecation or other encumbrance or other security interest of any kind securing any obligation of any Person or any other type of agreement, trust or arrangement (including, title transfer and retention arrangements) or right of set off or analogous right having a similar effect.

 

Enforcement Notice” means a written notice from the Styron Security Trustee (acting on the instructions of the Secured Creditors) to the Master Purchaser following the occurrence, and during the continuance, of an Event of Default (after giving effect to any applicable grace period and after consulting with the Instructing Party) declaring the whole of the Security enforceable.

 

ERISA” means the United States Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, together with the regulations thereunder, in each case as in effect from time to time. References to sections of ERISA also refer to any successor sections.

 

ERISA Affiliate” means a corporation, trade or business that is, along with a Seller, a member of a controlled group of corporations or a controlled group of trades or businesses, as described in section 414(b), (c), (m) or (o) of the IRC or section 4001(b) of ERISA.

 

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Estimated Senior Costs Amount” means the amounts which are expected to  become due and payable on the next Monthly Payment Date pursuant to items first to seventh of the Pre-Enforcement Payments Priorities.

 

EUR Equivalent” means, as of any date, the amount obtained by applying the rate for converting the relevant currency into EUR:

 

(a)        in the case of the Swiss Servicers’ Monthly Report, such rate as the Swiss Servicer shall reasonably determine as at 9am in London on the final Business Day of the most recent Determination Period; and

 

(b)        in the case of the Swiss Servicers’ Daily Report, the Spot Rate of exchange for that currency as at 9am in London on the preceding Business Day as notified by the Cash Manager to the Sellers on such Business Day.

 

EUR Proportion” means, in respect of an amount, the EUR Equivalent of that amount multiplied by the fraction the numerator of which is the USD Equivalent of the aggregate Outstanding Balance of all Purchased Receivables not denominated in US Dollars and the denominator of which is the aggregate Outstanding Balance of all Purchased Receivables (calculated using the USD Equivalent of the Outstanding Balance not denominated in US Dollars).

 

Event of Default” means an event of default as set out in Schedule 8 of this Deed.

 

Excluded Obligor” means any Goodyear Company and any other Obligor which a Seller nominates (or has since 17 August 2010 nominated and not since notified the Master Purchaser otherwise) as an Excluded Obligor by providing 10 days’ written notice to the Master Purchaser and the Cash Manager provided that the relevant Seller may, on 10 days’ written notice specify that any Obligor that is then an Excluded Obligor is, from the expiry of such notice, no longer an Excluded Obligor.

 

Excluded Receivables” means (i) Receivables originated by a Seller in respect of which the Obligor is an Excluded Obligor and (ii) any German Receivables which do not meet the Core Eligibility Criteria.

 

Expenses” means:

 

(a)        in respect of the Closing Date, subject to any agreed caps, the reasonable expenses incurred or to be incurred by the Master Purchaser in connection  with the purchase of the Receivables pursuant to the Swiss Receivables Purchase Agreement and the issue of Notes on or about such date, including the properly incurred fees payable to the Styron Security Trustee and the properly incurred fees payable in respect of legal counsel to the Instructing Party and the Styron Security Trustee;

 

(b)        in respect of the German Closing Date, subject to any agreed caps, the reasonable expenses incurred or to be incurred by the Master Purchaser in connection with the purchase of the Receivables pursuant to the German Receivables Purchase Agreement and the issue of Notes on or about such date, including the properly incurred fees payable to the Styron Security Trustee

 

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and the properly incurred fees payable in respect of legal counsel to the Instructing Party and the Styron Security Trustee;

 

(c)        in respect of the Dutch Closing Date, subject to any agreed caps, the reasonable expenses incurred or to be incurred by the Master Purchaser in connection with the purchase of the Receivables pursuant to the Dutch Receivables Purchase Agreement and the issue of Notes on or about such date, including the properly incurred fees payable to the Styron Security Trustee  and the properly incurred fees payable in respect of legal counsel to the Instructing Party and the Styron Security Trustee;

 

(d)        in respect of the U.S. Closing Date, subject to any agreed caps, the reasonable expenses incurred or to be incurred by the Master Purchaser in connection  with the purchase of the Receivables pursuant to the U.S. Intermediate Transfer Agreement and the issue of Notes on or about such date, including  the properly incurred fees payable to the Styron Security Trustee and the properly incurred fees payable in respect of legal counsel to the Instructing Party and the Styron Security Trustee;

 

(e)        in respect of each Determination Period, the reasonable expenses incurred or  to be incurred by the Master Purchaser in connection with the purchase of the Receivables pursuant to the Master Receivables Purchase Agreement and the issue of Notes on or about such date and the properly incurred fees payable to the Styron Security Trustee and the properly incurred fees payable in respect of legal counsel to the Instructing Party and the Styron Security Trustee;

 

(f)        any taxes due and payable by the Master Purchaser in connection with the purchase of Receivables pursuant to the Master Receivables Purchase Agreement and the issue of the Notes;

 

(g)        all reasonable fees, costs and expenses to be incurred in the winding-up of the Master Purchaser; and

 

(h)        in respect of sub-clause 15.1.2(b) (Post-Enforcement Payments Priorities) of the Styron Security Deed only, an amount to be paid to the Collection Account Bank equal to all debit balances on the Pledged Accounts (as defined in the Styron Germany Account Pledge Agreement, German Account Pledge Agreement and the Trinseo Export German Account Pledge Agreement)  which might result from re-debits following returned collection orders from cheques or direct debits or from incorrect bank transfers insofar as they relate to Collections in connection with the Pledged Accounts as defined in the Styron Germany Account Pledge Agreement, the German Account Pledge Agreement and the Trinseo Export German Account Pledge Agreement.

 

Facility Limit” means USD 150,000,000.

 

FATCA” means IRC Sections 1471 through 1474, as of the Dutch Closing Date (or any amended or successor version that is substantively comparable and any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the IRC.

 

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Fee Letter” means:

 

(a) for the period up to but excluding the 2017 Amendment Date, the fee letter dated on or around the Dutch Closing Date between, among others, the Sellers, the Master Purchaser and the Regency Noteholder; and

 

(b) for the period from and including the 2017 Amendment Date, the fee letter dated on or around the 2017 Amendment Date between, among others, the Sellers, the Parent, the Master Purchaser and the Regency Noteholder.

 

Final Discharge Date” means the date on which the Styron Security Trustee notifies the Master Purchaser and the Secured Creditors that it is satisfied that all the Secured Amounts and all other moneys and other liabilities (whether actual or contingent) due or owing by the Master Purchaser have been paid and discharged in full.

 

Final Legal Maturity Date” means 28 September 2021.

 

First Offer Date” means the date on which the Initial Note Issue Notice is served pursuant to the Variable Loan Note Issuance Deed.

 

Floating Charge” means the floating charge created by the Master Purchaser in favour of the Styron Security Trustee pursuant to Clause 5 (Creation of Floating Charge) of the Styron Security Deed.

 

Force Majeure Event” means an event beyond the reasonable control of the person affected including strike, lock-out, sit-in, labour dispute, act of God, war, insurrection, riot, epidemic, civil commotion, governmental directions and regulations, malicious damage, accident, breakdown of plant or machinery, computer software, hardware or system failure, earthquake, fire, flood, storm and other circumstances affecting the supply of goods or services.

 

Framework Deed” and “Master Definitions and Framework Deed” means this Deed.

 

Framework Provisions” means the provisions set out in clauses 3 to 8 and 11 to 25 of the Framework Deed.

 

Funding Agreement” means the agreement dated 12 December 1997, as amended and restated on 21 September 2005 between, among others, the Regency Noteholder and Deutsche International Corporate Services (Ireland) Limited.

 

GAAP” means, with respect to any Person, generally accepted accounting principles applicable to such Person (including generally accepted accounting principles applicable to such Person by law) or the consolidated group of which such Person is a member, as such principles may change from time to time.

 

German Closing Date” has the meaning given to it in the German Receivables Purchase Agreement.

 

German Account Pledge Agreement” means the Account Pledge Agreement executed by the Current Swiss Seller, the Master Purchaser and the Styron Security

 

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Trustee with respect to the Collection Accounts of the Current Swiss Seller dated 17 August 2010.

 

German Collection Accounts” means the Collection Accounts owned by the German Seller, which receive Collections related to the German Purchased Receivables sold by the German Seller to the Master Purchaser pursuant to the German Receivables Purchase Agreement.

 

German Funding Date” means the day falling one Business Day after the day the first Offer is delivered under the German Receivables Purchase Agreement or such other date as may be agreed by the German Seller and the Cash Manager.

 

German Purchase Rate” means 99%.

 

German Purchased Receivables” means the Receivables purchased by the Master Purchaser, including for the avoidance of doubt the Receivables purchased under Clause 10.2 (Further Assurances) of the German Receivables Purchase Agreement,  on the terms of the German Receivables Purchase Agreement.

 

German Receivables” means Receivables originated by the German Seller.

 

German Receivables Purchase Agreement” means the German receivables purchase agreement dated 24 May 2011, as amended and restated on or around the Dutch Closing Date between the German Seller, the Current Swiss Seller, the Investment Manager, the Master Purchaser and the Styron Security Trustee.

 

German Security Assignment and Trust Agreement” means the agreement so named dated on or about the German Closing Date between the Master Purchaser, the Styron Security Trustee, the Regency Noteholder and the Styron Noteholder.

 

German Seller” means Trinseo Deutschland Anlagengesellschaft mbH (formerly Styron Deutschland Anlagengesellschaft mbH), incorporated in Germany, in its capacity as seller of Receivables to the Master Purchaser under the German Receivables Purchase Agreement.

 

German Seller Credit and Collection Procedures” means the Seller’s Credit and Collection Procedures with respect to the German Seller.

 

German Servicer” means the person appointed by the Master Purchaser under the German Servicing Agreement to manage and provide administration and collection services in relation to the Purchased Receivables purchased by the Master Purchaser pursuant to the German Receivables Purchase Agreement.

 

German Servicer Default” means the occurrence of any of the events described in Schedule 2 hereto as if each reference therein to “Swiss Servicer” was a reference to “German Servicer”, each reference to “Swiss Receivables Purchase Agreement” was  a reference to “German Receivables Purchase Agreement” and each reference to “Swiss Servicing Agreement” was a reference to “German Servicing Agreement”.

 

German Servicer’s Daily Report” means any document prepared by the German Servicer in accordance with Clause 7.2 (German Servicer’s Daily Reports) of the German Servicing Agreement, provided that all data required to be included in the

 

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German Servicer’s Daily Report shall be consolidated in the Swiss Servicers’ Daily Report.

 

German Servicer’s Monthly Report” means any document prepared by the  German Servicer in accordance with Clause 7.1 (German Servicer’s Monthly Reports) of the German Servicing Agreement provided that all data required to be included in the German Servicer’s Monthly Report shall be consolidated in the Swiss Servicers’ Monthly Report.

 

German Servicing Agreement” means the German Servicing Agreement dated 14 May 2011, as amended and restated on or around the Dutch Closing Date, relating to the German Purchased Receivables between the Master Purchaser, the German Servicer and the Styron Security Trustee relating to the German Purchased Receivables.

 

German VAT Rate” means the applicable rate of VAT as set out in the German VAT Act (Umsatzsteuergesetz).

 

Goodyear Company” means any of:

 

(a)        Debica S.A. Tyre Company T.C.;

 

(b)        Goodyear Canada Inc.;

 

(c)        Goodyear Dalian Tire Co Ltd;

 

(d)        Goodyear De Chile A I C;

 

(e)        Goodyear Dunlop Tires Operations S.A.;

 

(f)        Goodyear SA (pty) Ltd;

 

(g)        Goodyear (Thailand) Public Company Limited;

 

(h)        The Goodyear Tire and Rubber Company; and

 

(i)         Goodyear Lastikleri T.A.S.

 

Governmental Authority” means the government of any jurisdiction, or any political subdivision thereof, whether provincial, state or local, and any department, ministry, agency, instrumentality, authority, body, court, central bank or other entity lawfully exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

 

Guarantee Event” has the meaning given to it in the Guarantee Agreement.

 

Guarantee Agreement” means the agreement dated 12 August 2010, as amended and restated on 24 May 2011, 30 May 2013 and on the 2016 Amendment Effective Date to which the Guarantor, the Styron Security Trustee, the Master Purchaser and Regency Noteholder are party.

 

Guarantor” means the Parent, as guarantor, under the Guarantee Agreement.

 

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Guarantor Covenants” means the covenants made by the Guarantor contained in Schedule 2 (Covenants) of the Guarantee Agreement.

 

Guarantor Warranties” means the warranties made by the Guarantor contained in Schedule 1 (Representations and Warranties) of the Guarantee Agreement.

 

Guidelines” means:

 

(a)        guideline S-02.123 in relation to interbank loans of 22 September 1986 (Merkblatt S-02-.123 vom 22 September 1986 betreffend Zinsen von Bankguthaben, deren Gläubiger Banken sind (Interbankguthaben));

 

(b)        guideline S-02.132 in relation to issuance stamp duty on fixed deposits of 1 April 1993 (Merkblatt S-02.132 vom 1. April 1993 betreffend  Emissionsabgabe auf Festgeldanlagen bei inländischen Banken);

 

(c)        guideline S-02.130.1 in relation to accounts receivables of Swiss debtors of April 1999 (Merkblatt S-02.130.1 vom April 1999 Geldmarktpapiere und Buchforderungen inländischer Schuldner);

 

(d)        guideline S-02.122.1 in relation to bonds of April 1999 (Merkblatt S-02.122.1 vom April 1999 betreffend Obligationen);

 

(e)        guideline S-02.122.2 in relation to customer credit balances of April 1999 (Merkblatt S-02.122.2 vom April 1999 betreffend Kundenguthaben);

 

(f)        guideline S-02.128 in relation to syndicated credit facilities of January 2000 (Merkblatt S-02.128 vom Januar 2000 Steuerliche Behandlung von Konsortialdarlehen, Schuldscheindarlehen, Wechseln und Unterbeteiligungen); and

 

(g)        circular letter No. 15 in relation to bonds and derivatives of 7 February 2007 (Kreisschreiben Nr. 15 vom 7. Februar 2007 betreffend Obligationen und derivative Finanzinstrumente als Gegenstand der direkten Bundessteuer, der Verrechnungssteuer sowie der Stempelabgaben),

 

each as issued, amended or substituted from time to time.

 

Haulage Company” means any company or other person employed by a Seller to deliver chemical products to Obligors.

 

Holder” means the person registered in the Register maintained by the Registrar in relation to a Note as the duly registered holder of such Note or, if more than one person is so registered, the first-named of such persons.

 

Initial Conditions Precedent” means the conditions set out in Schedule 9 (Initial Conditions Precedent), which are applicable to the Closing Date.

 

Initial Note Issue Notice” means a notice of an Initial Offer delivered by the Master Purchaser to each Noteholder in accordance with Clause 4.1 (Initial Offer) of the Variable Loan Note Issuance Deed.

 

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Initial Noteholders” means the initial Regency Noteholder and the initial Styron Noteholder.

 

Initial Offer” means each initial offer by the Master Purchaser in accordance with Clause 5.1 (Initial Offer) of the Variable Loan Note Issuance Deed.

 

Initial Principal Amount” means, in relation to any Note, the Principal Amount Outstanding of such Note on the Swiss Funding Date.

 

Initial Purchase Price” has the meaning specified in clause 3.1(a) of the Swiss Master Receivables Purchase Agreement, clause 3.1 of the Dutch Receivables Purchase Agreement or clause 3.1 of the U.S. Intermediate Transfer Agreement (as applicable)  (or, in the  case of the German  Receivables Purchase  Agreement  or   the

U.S. Receivables Purchase Agreement, as applicable, the meaning given to the term “Purchase Price”).

 

Initial Purchase Price Payment Request” means a request made by a Seller pursuant to Clause 3.3(d) (Initial Purchase Price Payment Request) of the Swiss Master Receivables Purchase Agreement, Clause 3.2(d) (Purchase Price Payment Request) of the German Receivables Purchase Agreement, Clause 3.2(d) (Purchase Price) of the Dutch Receivables Purchase Agreement or Clause 3.2(d) (Purchase Price Payment Request) of the U.S. Intermediate Transfer Agreement (as applicable);

 

Initial Subscription Price” means the amount which a Noteholder is required to pay for each $1 or €1 in Initial Principal Amount of the relevant Notes as specified in the relevant Initial Offer.

 

Insolvency Act” means the Insolvency Act 1986. “Insolvency Event” in respect of a company means:

 

(a)        such company is unable or admits its inability to pay its debts as they fall due (after taking into account any grace period or permitted deferral), or suspends making payments on any of its debts; or

 

(b)        such company is (or is deemed to be) unable to pay its debts as they fall due within the meaning of Section 214 of the Irish Companies Act 1963 or Section 2(3) of the Irish Companies Amendment (Act) 1990; or

 

(c)        a moratorium is declared in respect of any indebtedness of such company; or

 

(d)        the value of the assets of such company falls to less than the amount of its liabilities; or

 

(e)        such company otherwise becomes insolvent; or

 

(f)        the commencement of negotiations with one or more creditors of such company with a view to rescheduling any indebtedness of such company other than in connection with an refinancing in the ordinary course of business; or

 

(g)        any corporate action, legal proceedings or other procedure or step is taken in relation to:

 

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(i)         the appointment of an Insolvency Official in relation to such company or in relation to the whole or any part of the undertaking or assets of such company except, in the case of the Regency Noteholder, the application to the Court under paragraph 12 or the filing of notice of intention to appoint an administrator under paragraph 26 of Schedule B1 to the Insolvency Act by the Master Purchaser or its directors, or the appointment or an administrative receiver by the Styron Security Trustee following any such application or notice; or

 

(ii)       an encumbrancer (excluding, in relation to the Master Purchaser, the Styron Security Trustee or any Receiver) taking possession of the whole or in the opinion of the Styron Security Trustee any substantial part of the undertaking or assets of such company; or

 

(iii)      the making of an arrangement, composition or compromise (whether  by way of voluntary arrangement, scheme of arrangement or  otherwise) with any creditor of such company, a conveyance to or assignment for the creditors of such company generally or the making of an application to a court of competent jurisdiction for protection from the creditors of such company generally other than in connection with any refinancing in the ordinary course of business; or

 

(iv)       any distress, execution, attachment or other process being levied or enforced or enforced or imposed upon or against the whole or any part of the undertaking or assets of such company (excluding, in relation to the Master Purchaser, by the Styron Security Trustee or any Receiver); or

 

(h)        any procedure or step is taken, or any event occurs, analogous to those set out in (a) to (f) above, in any jurisdiction.

 

Insolvency Law” means law relating to bankruptcy, insolvency, administration, receivership, examination, administrative receivership, reorganization, winding up or composition, moratorium or adjustment of debts or the rights of creditors generally (whether by way of voluntary arrangement or otherwise). For the avoidance of doubt, the term “Insolvency Law” shall include the Insolvency Regulation.

 

Insolvency Official” means, a liquidator, provisional liquidator, administrator, administrative receiver, examiner, receiver, receiver or manager, compulsory or interim manager, nominee, supervisor, trustee, conservator, guardian or other similar officer in respect of such company or in respect of any arrangement, compromise or composition with any creditors or any equivalent or analogous officer under the law  of any jurisdiction.

 

Insolvency Regulation” means the Council Regulation (EC) No. 1346/2000 of 29 May 2000 on insolvency proceedings.

 

Instructing Party” means (i) the Regency Noteholder or (ii) if the Styron Noteholder and Regency Assets Designated Activity Company confirm to the Styron Security Trustee in writing that there are no Regency Notes outstanding and the Regency Noteholder has no further obligations to subscribe for further Notes, such

 

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other person as the Secured Creditors (other than the Styron Security Trustee) shall unanimously agree and notify to the Styron Security Trustee.

 

Interest Period” means each period from (and including) a Monthly Payment Date (or the Swiss Funding Date) to (but excluding) the next (or first) Monthly Payment Date.

 

Investment Manager” means the person appointed by the Sellers to accept the Purchase Price with respect to Purchased Receivables on their behalf and to perform various other services related to the collection and distribution of such funds, being Styfco at the U.S. Closing Date.

 

Investment Manager Operating Accounts” means the following accounts:

 

 

 

 

(a)

in respect of euro:

 

 

 

 

 

Account Name:

Trinseo Finance Luxembourg SARL Swiss Branch

 

Bank:

Deutsche Bank AG, Frankfurt, Germany

 

SWIFT:

 

 

IBAN:

 

 

a/c Number:

 

 

 

 

(b)

in respect of US Dollar:

 

 

 

 

 

Account Name:

Trinseo Finance Luxembourg SARL Swiss Branch

 

Bank:

Deutsche Bank AG, Frankfurt, Germany

 

SWIFT:

 

 

IBAN:

 

 

a/c:

 

 

or such other account or account of the Investment Manager with a bank as may, following 10 Business Days’ prior written notification to the Master Purchaser, the Styron Security Trustee and the Cash Manager, be utilised for the time being for the purposes of payment to any Seller of amounts due and payable to it under the relevant Master Receivables Purchase Agreement.

 

Invoice” means the account for payment sent by or on behalf of a Seller to an  Obligor specifying the goods supplied, the amount due to be paid in respect thereof by the Obligor including any VAT chargeable in respect of those goods and the due date for such payment.

 

IRC” means the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

 

Large Obligor” means an Obligor in respect of which:

 

(a)        the Outstanding Balance of Purchased Receivables relating to such Obligor which are Delinquent Receivables constitute at least 5% of the aggregate Outstanding Balance of all Purchased Receivables; or

 

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(b)        the Outstanding Balance of Purchased Receivables relating to such Obligor which are Defaulted Receivables constitute at least 5% of the aggregate Outstanding Balance of all Purchased Receivables.

 

Ledgers” means the Distribution Ledgers and “Ledger” means any one of them.

 

Liabilities” means, in respect of any person, any losses, damages, costs, charges, awards, claims, demands, expenses, judgments, actions, proceedings or other liabilities whatsoever including reasonable legal fees and any Taxes and penalties incurred by that person.

 

Liquidity Facility Agreement” means the liquidity facility agreement dated on or about the 11 August 2010, as amended and restated on or about the Extension Date  (as defined in the amendment deed to the Framework Deed dated on or around 4 February 2016) and the 2017 Amendment Effective Date, between the Regency Noteholder, the Liquidity Facility Provider and Deutsche International Corporate Services (Ireland) Limited.

 

Liquidity Facility Provider” means HSBC Bank plc.

 

Loss and Dilution Reserve” means, on any date, an amount equal to:

 

(LDRR x NERB)

 

where:

 

LDRR     =            the Loss and Dilution Reserve Ratio on such date;  and

 

NERB     =            the  Net  Eligible  Receivables  Balance  at  the  close  of  business  of  the Investment Manager on such date.

 

Loss and Dilution Reserve Ratio” means, on any date, the sum of:

 

(a)        the greater of (i) the Loss Reserve Floor and (ii) Loss Reserve Ratio; plus

 

(b)        the greater of (i) the Dilution Reserve Floor and (ii) Dilution Reserve Ratio.

 

Loss Horizon Ratio” means, as of any Monthly Reporting Date, the sum of (i) the preceding five (5) months of aggregate sales divided by (ii) the Net Eligible Receivables Balance as at the end of the current Determination Period.

 

Loss Reserve Floor” means 10%.

 

Loss Reserve Ratio” means, as of any Monthly Reporting Date, a percentage calculated in accordance with the following formula:

 

LRR     =               LHR x AD x SF

 

where:

 

LRR     =               the Loss Reserve Ratio;

 

LHR     =              the Loss Horizon Ratio;

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AD        =              the  “Average  Default”,  defined  as  the  highest  three-month   rolling average Default  Ratio that occurred during the period  of twelve   (12) consecutive   Monthly   Periods   immediately   preceding   such earlier Monthly Reporting Date; and

 

SF        =               the Applicable Stress Factor.

 

LPA” means the Law of Property Act 1925.

 

Mandate” means the resolutions, instructions and signature authorities relating to  the Master Purchaser Accounts in the form of the document set out in Schedule 1 to the Account Bank Agreement.

 

Master Purchaser” means Styron Receivables Funding Designated Activity Company, a company registered in Ireland with registration number 486138, whose registered office is at 3rd Floor, Kilmore House, Park Lane, Spencer Dock, Dublin 1, Ireland.

 

Master Purchaser Account Bank” means HSBC Bank plc.

 

Master Purchaser Account Mandate” means the resolutions, instructions and signature authorities relating to the Master Purchaser Account in the form of the document set out in Schedule 1 (Master Purchaser Account Mandate) of the Account Bank Agreement.

 

Master Purchaser Accounts” means the accounts so named with the Master Purchaser Account Bank (so long as it is an Eligible Institution) specified in the Account Details or such other account or accounts as may, with the prior written consent of the Styron Security Trustee, be designated by the Master Purchaser as such an account.

 

Master Purchaser Covenants” means the covenants of the Master Purchaser set out in Schedule 7 of this Framework Deed.

 

Master Purchaser Enforcement Event” means an Event of Default.

 

Master Purchaser EUR Account” means the account so named with the Master Purchaser Account Bank (so long as it is an Eligible Institution) specified in the Account Details or such other account or accounts as may, with the prior written consent of the Styron Security Trustee, be designated by the Master Purchaser as such account.

 

Master Purchaser USD Account” means the account so named with the Master Purchaser Account Bank (so long as it is an Eligible Institution) specified in the Account Details or such other account or accounts as may, with the prior written consent of the Styron Security Trustee, be designated by the Master Purchaser as such account.

 

Master Purchaser Receivables Power of Attorney” means a power of attorney substantially in the form of Schedule 4 to a Master Receivables Purchase Agreement (or, with respect to the U.S. Receivables Purchase Agreement, Part B of Schedule 4 thereto).

 

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Master Purchaser Security Document” means the Styron Security Deed, the German Security Assignment and Trust Agreement and the U.S. Security Agreement.

 

Master Purchaser Warranties” means the representations and warranties of the Master Purchaser set out in Schedule 7 of this Deed and “Master Purchaser Warranty” means any of them.

 

Master Receivables Purchase Agreement” means the Swiss Receivables Purchase Agreement, the German Receivables Purchase Agreement, the Dutch Receivables Purchase Agreement, the U.S. Receivables Purchase Agreement, the U.S.  Intermediate Transfer Agreement or any other master receivables purchase agreement to which a Seller, the Master Purchaser and the Styron Security Trustee are a party, as the context may require.

 

Material Adverse Effect” means a material adverse effect on:

 

(a)        the collectability of the Receivables or any significant portion thereof,

 

(b)        the ability of a Seller, the Styron Noteholder, the Parent or a Servicer to perform any of its respective material obligations under the Transaction Documents to which it is a party,

 

(c)        the legality, validity or enforceability of the Transaction Documents (including, the validity, enforceability or priority of any of the Encumbrances granted thereunder) or the rights of the Regency Noteholder, the Liquidity Facility Provider or the Styron Security Trustee under the Transaction Documents,

 

and for the avoidance of doubt, an event of default under the Credit Agreement (or any replacement credit agreement, notes of indebtedness or other debt issued from time to time) shall not constitute a Material Adverse Effect unless any of (a) to (c) are also applicable.

 

Minimum Long-term Rating” means, in respect of any person, such person’s long term unsecured, unsubordinated, unguaranteed debt obligations being rated, in the case of Moody’s, “Aa3”, and in the case of S&P, “AA-”.

 

Minimum Short-term Rating” means, in respect of any person, such person’s short term unsecured, unsubordinated, unguaranteed debt obligations being rated at least, in the case of Moody’s, “Prime-1”, and in the case of S&P, “A-1”.

 

Monthly Payment Date” means 18 September 2010 and the 18th of each month thereafter or, if such day is not a Business Day, the next Business Day.

 

Monthly Payment Date Payments Priorities” means the provisions relating to the order of priority of payments set out in Paragraph 11 (Payments from Distribution Ledgers on a Monthly Payment Date) of Part 5 (Payments Priorities) of Schedule 1 (Services to be provided by the Cash Manager) of the Cash Management Agreement.

 

Monthly Reporting Date” means, in respect of each Determination Period, the twelfth Business Day of the month immediately following that Determination Period.

 

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Moody’s” means Moody’s Investors Service Limited or the successor to its rating business.

 

Net Eligible Receivables Balance” means, as of any Determination Date, the amount equal to the Receivables Pool on such date less (a) outstanding balances of customer deposits which are not Collections, if any, (b) Unapplied Credits, in respect of any Eligible Receivables which are Purchased Receivables, if any, and (c) the Aggregate Obligor Overconcentration Amount on such Determination Date.

 

Non-Bank Rules” means the Ten Non-Bank Rule and the Twenty Non-Bank Rule.

 

“Non-Conforming Receivable” has the meaning specified in clause 7.1 of the  Master Receivables Purchase Agreement.

 

Non-Investment Grade Country” means an Unrestricted Country or an Eligible Country that has a sovereign debt rating of less than “BBB-” from S&P or “Baa3” from Moody’s.

 

Normal Concentration Limit” has the meaning set out in paragraph (u) of Schedule 3.

 

Note Certificates” means the certificates evidencing the Notes.

 

Note Interest Rate” means, in respect of any Monthly Payment Date, the interest rate applicable for the Interest Period ending on such Monthly Payment Date in  respect of a Note, as calculated by the Cash Manager on or prior to each Monthly Payment Date as being the sum of (i) the Note Refinancing Rate and (ii) the Usage Fee.

 

Note Principal Payment” has the meaning given to it in Condition 3.

 

Note Proceeds” means, in respect of the issue of the Notes or any increase in the Principal Amount Outstanding, the gross proceeds of such issue or increase.

 

Note Rate” means the relevant Note Interest Rate.

 

Note Refinancing Rate” means, in respect of any Payment Date, the rate determined from the following formula:

 

(a)        (A x B) + (C x D)

 

where

 

A         =          the CP Rate for the relevant Interest Period;

 

B       =        the fraction, expressed as a percentage, of (i) the principal amount of     the Regency USD Note (if the relevant Note is denominated in Dollars) or Regency EUR Note (if the relevant Note is denominated in Euro), the purchasing and holding  of which is funded through the commercial paper markets over (ii) the Regency USD Note Principal Amount Outstanding (if the relevant Note is denominated in Dollars)  or Regency EUR Note Principal Amount Outstanding (if the relevant Note is denominated in Euro);

 

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C         =          the Reuters Screen Rate for the relevant Interest Period; and

 

D       =        the fraction, expressed as a percentage, of (i) the principal amount of     the Regency USD Note (if the relevant Note is denominated in Dollars) or Regency EUR Note (if the relevant Note is denominated in Euro), the purchasing and holding of which is funded by drawings under the Regency Liquidity Facility Agreement over

(ii) the Regency USD Note Principal Amount Outstanding (if the relevant Note is denominated in Dollars) or Regency EUR Note Principal Amount Outstanding (if the relevant Note is denominated in Euro).

 

Noteholders” means the Regency Noteholder and the Styron Noteholder.

 

Noteholder’s Account” means the account of each Noteholder to which the Master Purchaser is to remit funds pursuant to the Variable Loan Note Issuance Deed as specified in the Account Details or as otherwise notified to the Master Purchaser and the Cash Manager.

 

Notes” means the Regency Note and the Styron Note and “Note” means any of  them.

 

Notices Condition” means Condition 17 (Notices).

 

Notices Details” means the provisions set out in Clause 8 (Notices) of this Deed. “Notification Event” means a Perfection Event.

 

Obligations” means all of the obligations of the Master Purchaser created by or arising under the Notes and the Relevant Transaction Documents.

 

Obligor” means a customer of a Seller who is party to a Contract relating to the supply of products giving rise to Receivables.

 

Obligor Limit” means, as of any Determination Date with respect to each Obligor having an unsecured long-term debt rating (or equivalent shadow rating) from each of S&P and Moody’s, an amount equal to (a) the applicable percentage listed opposite such Obligor’s debt rating in the chart set forth below multiplied by (b) the Aggregate Receivables Balance as of the immediately preceding Business Day:

 

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Long-Term Rating of Obligor

Equivalent Short- Term Rating

Applicable Percentage

S&P

AA- or higher

A-1

10%

Moody’s

Aa3 or higher

P-1

10%

S&P

BBB+ or higher (but lower than AA-)

A-2

7.5%

Moody’s

Baa1 or higher (but lower than Aa3

P-2

7.5%

S&P

BBB- or higher (but lower than BBB+)

A-3

5%

Moody’s

Baa3 or higher (but lower than Baa1)

P-3

5%

S&P

Lower than BBB- or Not Rated

Lower than A2 or Not Rated

3%

Moody’s

Lower than Baa3  or Not Rated

Lower than P2 or Not Rated

3%

 

For purposes of calculating the foregoing:

 

(a)        if an Obligor’s unsecured long-term debt rating (or equivalent shadow rating) results in different Obligor Limits (because of a difference in the long-term unsecured debt ratings assigned by each of S&P and Moody’s), the lower Obligor Limit shall be the Obligor Limit for such Obligor;

 

(b)        in the case of an Obligor which is affiliated with one or more other Obligors, the foregoing Obligor Limits shall be calculated as if such Obligor and such affiliated Obligors were one Obligor; and

 

(c)        an Obligor which does not have a long-term debt rating from S&P /or Moody’s but which has the equivalent short-term rating from such rating agency as described above shall be deemed to have the related long-term rating.

 

Obligor Overconcentration Amounts” means, with respect to each Obligor as of any Determination Date, the aggregate amount by which the Outstanding Balance owed by each Obligor with respect to Eligible Receivables exceeds the applicable Obligor Limit as specified in the most recent Swiss Servicer’s Daily Report, provided that any Affiliates of an Obligor shall be treated as if they are one Obligor.

 

OFAC” means the Office of Foreign Assets Control of the US Department of the Treasury.

 

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Offer” means a written offer in substantially the form set out in Schedule 5 to the relevant Master Receivables Purchase Agreement.

 

Outstanding Balance” means, in relation to a particular Billed Receivable on a particular date, the total balance of the amounts outstanding thereunder, including any amounts in respect of Value Added Tax, and in relation to a particular Unbilled Receivable, means an amount equal to the Post Goods Issued Value of the product in question excluding any amounts in respect of any applicable Value Added Tax.

 

Parent” means (a) Trinseo Holding S.à r.l., a Luxembourg private limited liability company (société à responsabilité limitée) with registered office at 46A avenue   John

F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 153.582 and having a share capital of US$ 162,815,834.12.

 

Parent’s Quarterly LE Accounts” means the consolidated quarterly management accounts prepared by the Parent in the form required by the Credit Agreement as of the Closing Date or such other form as may be consented to by the Instructing Party.

 

PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.

 

Payments Priorities” means the Post-Enforcement Payments Priorities and the Pre- Enforcement Payments Priorities.

 

Perfection Event” means the occurrence of any of the events set out in Part B of Schedule 1.

 

Person” means an individual, firm, partnership, corporation (including a business trust), company (including a limited liability company or a joint stock company), consortium, trust, unincorporated association, joint venture or other entity, or a government or state or any political subdivision or agency thereof.

 

Plan” means any employee pension benefit plan (other than a multiemployer plan as defined in section 4001(a)(3) of ERISA) subject to the provisions of Title IV of ERISA or section 412 of the IRC and in respect of which the U.S. Seller, the U.S. Intermediate Transferor or any ERISA Affiliate is (or, if such plan were terminated, would under section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

 

Post-Enforcement Payments Priorities” means the provisions relating to the order of priority of payments from the Master Purchaser Account set out in Clause 15 (Post Enforcement Payments Priorities) of the Styron Security Deed.

 

Post Goods Issued Value” means the product of (i) the aggregate cost of  the material used in the production of the product in question and (ii) 85%.

 

Potential Dutch Servicer Default” means an event that but for the giving of notice or lapse of time or both would constitute a Dutch Servicer Default.

 

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Potential Event of Default” means any event which would become (with the passage of time, the giving of notice, the making of any determination or any combination thereof) an Event of Default.

 

Potential German Servicer Default” means an event that but for the giving of notice or lapse of time or both would constitute a German Servicer Default.

 

Potential Swiss Servicer Default” means an event that but for the giving of notice  or lapse of time or both would constitute a Swiss Servicer Default.

 

Potential Termination Event” means an event that but for the notice or lapse of time or both would constitute a Termination Event.

 

Potential U.S. Servicer Default” means an event that but for the giving of notice or lapse of time or both would constitute a U.S. Servicer Default.

 

Pre-Enforcement Payments Priorities” means the Settlement Date Payments Priorities and the Monthly Payment Date Payments Priorities.

 

Prepayment” has the meaning given in Condition 9.2 of the Notes.

 

Principal Amount Outstanding” means the Regency USD Note Principal Amount Outstanding, the Regency EUR Note Principal Amount Outstanding, the Styron USD Note Principal Amount Outstanding or the Styron EUR Note Principal Amount Outstanding, as the case may be.

 

Programme Termination Date” means the earliest to occur of: (a) the Final Legal Maturity Date, (b) the date on which a Perfection Event in clause (b) in Part B of Schedule 1 occurs and (c) the date, following a Termination Event, that the Master Purchaser, acting on the instructions of the Instructing Party, notifies the Sellers that it is the Programme Termination Date.

 

Purchase Base” means the Purchase Rate multiplied by the Eligible Pool Balance specified in the Swiss Servicers’ Daily Report (as may be adjusted in accordance with Clause 4.3(q)(vi) of the German Receivables Purchase Agreement).

 

Purchase Date” means, in respect of a Receivable and its Related Rights, the date such Receivable is accepted by the Master Purchaser pursuant to the relevant Master Receivables Purchase Agreement or, in the case of a sale of Receivables by the U.S. Seller to the U.S. Intermediate Transferor, the date such Receivable is sold or contributed to the U.S. Intermediate Transferor pursuant to the U.S. Receivables Purchase Agreement.

 

Purchase Price” means, (i) in respect of each Purchased Receivable other than when used in connection with the U.S. Receivables Purchase Agreement, the Initial Purchase Price plus the Deferred Purchase Price (if applicable), and (ii) when used in respect of each Purchased Receivable in connection with the U.S. Receivables Purchase Agreement, has the meaning specified in the U.S. Receivables Purchase Agreement.

 

Purchase Rate” means:

 

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(a)        prior to 1 January 2015, 1 less the fraction the numerator of which is the Total Reserves and the denominator of which is the Net Eligible Receivables Balance; and

 

(b)        on and after 1 January 2015, 1 less the higher of: (i) the fraction the numerator of which is the Total Reserves and the denominator of which is the Net Eligible Receivables Balance; and (ii) 0.05.

 

Purchased Receivable” means any Receivable which has been purchased by the Master Purchaser or purchased by or contributed to the U.S. Intermediate Transferor, as applicable, pursuant to a Master Receivables Purchase Agreement, which remains outstanding and which has not been repurchased by the relevant Seller pursuant to the relevant Master Receivables Purchase Agreement.

 

Qualifying Bank” means a person or entity which effectively conducts banking activities with its own infrastructure and staff as its principal purpose and which has a banking license in full force and effect issued in accordance with the banking laws in force in its jurisdiction of incorporation, or if acting through a branch, issued in accordance with the banking laws in the jurisdiction of such branch, all in accordance with the Guidelines.

 

Qualifying Investor” means a person which is beneficially entitled to interest payable to that person in respect of a Note and is (a) a person who is, by virtue of the law of a Qualifying Jurisdiction, resident for the purposes of tax in the Qualifying Jurisdiction except, in a case where the person is a body corporate, where interest payable to that person in respect of a Note is paid in connection with a trade or business which is carried on in Ireland by that body corporate through a branch or agency or (b) a qualifying company (within the meaning of section 110 of the Taxes Consolidation Act of Ireland 1997).

 

Qualifying Jurisdiction” means:

 

(a)        a member state of the European Communities other than Ireland;

 

(b)        the United Kingdom;

 

(c)        a jurisdiction with which Ireland has entered into a Tax Treaty that has the force of law; or

 

(d)        a jurisdiction with which Ireland has entered into a Tax Treaty where that Tax Treaty will (on completion of necessary procedures) have the force of law.

 

Rating Agencies” means Moody’s and S&P as applicable.

 

Receivable” means in respect of a Seller, each amount payable (or which will, upon delivery of the relevant Invoice, or delivery of the relevant chemical products, become payable) by an Obligor for chemical products supplied or to be supplied by the relevant Seller pursuant to a Contract and all rights to, or to demand, sue for, recover, receive and give receipts for payment of any such amount or any invoice and the proceeds of payment.

 

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Receivables Pool” or “Pool Receivables” means the aggregate Outstanding Balances of all Purchased Receivables at any time.

 

Receivables Warranties” means the representations and warranties set out in Part B of Schedule 1 to the Master Receivables Purchase Agreement.

 

Receiver” means a receiver appointed by the Styron Security Trustee pursuant to clause 18 of the Styron Security Deed.

 

Regency Commitment Fee” means the fee specified as such in the Fee Letter.

 

Regency EUR Note” means the EUR denominated note issued by the Master Purchaser to the Regency Noteholder pursuant to the Variable Loan Note Issuance Deed.

 

Regency EUR Note Additional Principal Amount” means the greater of (i) zero and (ii) the EUR Proportion of the Regency Percentage of the Purchase Base specified in the Swiss Servicers’ Daily Report delivered three Business Days prior to the relevant Roll Date or, if applicable, on the relevant Reporting Date on which a Seller makes a request pursuant to Clause 6.1.2 or 6.1.3 of the Variable Loan Note Issuance Deed less the Principal Amount Outstanding of the Regency EUR Note immediately prior to the relevant Roll Date.

 

Regency EUR Note Initial Principal Amount” means the EUR Proportion of the Regency Percentage of the Purchase Base specified in the first Current Swiss Servicer’s Daily Report delivered by the Current Swiss Servicer.

 

Regency EUR Note Principal Amount Outstanding” means:

 

(a)        on the Swiss Funding Date, the Regency EUR Note Initial Principal Amount; and

 

(b)        on any day following the Swiss Funding Date, the Regency EUR Note Principal Amount Outstanding as at the end of the immediately preceding day:

 

(i)         plus (if such day is a Settlement Date), the amount of any Regency EUR Note Additional Principal Amount paid by the Regency Noteholder on such day; and

 

(ii)       minus (if such day is a Roll Date) the Regency EUR Note Redemption Amount paid to the Regency Noteholder on such day.

 

Regency EUR Note Redemption Amount” means:

 

(a)        prior to the occurrence of a Termination Event that is continuing, the greater  of (i) zero and (ii) the Principal Amount Outstanding of the Regency EUR Note immediately prior to the relevant Roll Date less the EUR Proportion of the Regency Percentage of the Purchase Base specified in the Swiss Servicers’ Daily Report delivered three Business Days prior to the relevant Roll Date;  and

 

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(b)        following the occurrence of a Termination Event that is continuing, the EUR Proportion of the Regency Percentage of the balance stood to the credit of the Master Purchaser Accounts following payment of items first to seventh in the Pre-Enforcement Payments Priorities on the relevant Monthly Payment Date.

 

Regency Note Interest Amount” means, in respect of any Monthly Payment Date, in respect of a Regency Note, the aggregate of the results of the following formula being applied in respect of each $1 or €1 of Principal Amount Outstanding of the relevant Regency Note that was outstanding at any point during the relevant Interest Period (rounded to the nearest eurocent, half a eurocent being rounded up):

 

( ( A / 360 ) x ( B x C ) )

 

where

 

A     =              the exact number of days during the relevant Interest Period that   such $1 or €1 of Principal Amount Outstanding was outstanding;

 

B     =              such  $1  or  €1  of  Principal  Amount  Outstanding  of     the  relevant Regency Note, as the case may be; and

 

C     =              the relevant Note Interest Rate;

 

plus any part of the Regency Note Interest Amount in respect of the immediately preceding Monthly Payment Date not paid on such immediately preceding Monthly Payment Date, plus the amount of Default Interest due on such unpaid amount.

 

Regency Noteholder” means the holder for the time being of the Regency Note.

 

Regency Note Redemption Amount” means the Regency EUR Note Redemption Amount or the Regency USD Note Redemption Amount as applicable.

 

Regency Noteholder Related Debt” means any notes or other securities or instruments issued or any other debt incurred by the Regency Noteholder (including any liquidity facility agreement or credit support agreement) or any hedging agreement entered into by the Regency Noteholder in connection with the funding provided or to be provided pursuant to the Variable Loan Note Issuance Deed.

 

Regency Notes” means the Regency USD Note and the Regency EUR Note.

 

Regency Percentage” means:

 

(a)        in respect of the Regency EUR Note, 100% minus the Styron Percentage for the Styron EUR Note;

 

(b)        in respect of the Regency USD Note, 100% minus the Styron Percentage for the Styron USD Note; or

 

(c)        if in respect of both the Regency EUR Note and the Regency USD Note, the weighted average (by reference to the principal amount of each Note) of the percentages in (a) and (b) above.

 

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Regency USD Note” means the US Dollar denominated note issued by the Master Purchaser to the Regency Noteholder pursuant to the Variable Loan Note Issuance Deed.

 

Regency USD Note Additional Principal Amount” means the greater of (i) zero and (ii) the USD Proportion of the Regency Percentage of the Purchase Base specified in the Swiss Sellers’ Daily Report delivered three Business Days prior to the relevant Roll Date or, if applicable, on the relevant Reporting Date on which a Seller makes a request pursuant to Clause 6.1.2 or 6.1.3 of the Variable Loan Note Issuance Deed  less the Principal Amount Outstanding of the Regency USD Note immediately prior  to the relevant Roll Date.

 

Regency USD Note Initial Principal Amount” means the USD Proportion of the Regency Percentage of the Purchase Base specified in the first Current Swiss Seller’s Daily Report delivered by the Current Swiss Seller.

 

Regency USD Note Principal Amount Outstanding” means:

 

(a)        on the Swiss Funding Date, the Regency USD Note Initial Principal Amount Outstanding; and

 

(b)        on any day following the Swiss Funding Date, the Regency USD Note Principal Amount Outstanding as at the end of the immediately preceding day:

 

(i)         plus (if such day is a Settlement Date), the amount of any Regency USD Note Additional Principal Amount paid by the Regency Noteholder on such day; and

 

(ii)       minus (if such day is a Roll Date) the Regency USD Note Redemption Amount paid to the Regency Noteholder on such day.

 

Regency USD Note Redemption Amount” means:

 

(a)        prior to the occurrence of a Termination Event that is continuing, the greater  of (i) zero and (ii) the Principal Amount Outstanding of the Regency USD Note immediately prior to the relevant Roll Date less the USD Proportion of the Regency Percentage of the Purchase Base specified in the Swiss Sellers’ Daily Report delivered three Business Days prior to the relevant Roll Date;  and

 

(b)        following the occurrence of a Termination Event that is continuing, the USD Proportion of the Regency Percentage of the balance stood to the credit of the Master Purchaser Accounts following payment of items first to seventh in the Pre-Enforcement Payments Priorities on the relevant Monthly Payment Date.

 

Register” means the register maintained by the Registrar pursuant to the Variable Loan Note Issuance Deed.

 

Registrar” means TMF Administration Services Limited.

 

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Regulatory Direction” means, in relation to any person, a direction or requirement of any Governmental Authority with whose directions or requirements such person is accustomed to comply.

 

Related Contract Rights” means, in relation to a Receivable, any rights (including rights of retention of title) under or relating to the Contract to which such Receivable relates.

 

Related Rights” has the meaning given in clause 2.1(d) (Offer, Acceptance, Sale  and Purchase) of the relevant Master Receivables Purchase Agreement other than  the

U.S. Receivables Purchase Agreement, and, when used in respect of each U.S. Purchased Receivable in connection with the U.S. Receivables Purchase Agreement, has the meaning given in clause 2.1(e) (Offer, Acceptance, Sale and Purchase or Contribution) of the U.S. Receivables Purchase Agreement.

 

Related Security” means with respect to any Purchased Receivable:

 

(a)        all of the relevant Seller’s interest in any goods (including returned goods) relating to any sale giving rise to such Purchased Receivable;

 

(b)        all security interest or liens and property subject thereto from time to time purporting to secure payment of such Purchased Receivable, whether pursuant to the Contract related to such Purchased Receivable or otherwise;

 

(c)        all guarantees, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Purchased Receivable whether pursuant to the Contract related to such Purchased Receivable or otherwise; and

 

(d)        the Contract and all other books, records and other information (including computer programmes, tapes, discs, data processing software and related property and rights) relating to such Purchased Receivable and the related Obligor.

 

Relevant” means:

 

(a)        when used in relation to the execution of or the entering into of a Transaction Document and in conjunction with a reference to any Transaction Party, a Transaction Document which such Transaction Party is required to execute or enter into or has executed or entered into; and

 

(b)        when used in respect of the Transaction Documents generally and in conjunction with a reference to any particular Transaction Party, the Transaction Documents to which such Transaction Party is a party together with the Transaction Documents that contain provisions that otherwise bind or confer rights upon such Transaction Party;

 

and references to “Relevant Transaction Documents” and cognate expressions shall be construed accordingly.

 

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Relevant Daily Report” means the Swiss Sellers’ Daily Report delivered three Business Days prior to the date of determination or, if applicable, on the relevant Reporting Date on which a Seller makes an Initial Purchase Price Payment Request.

 

Relevant Interest Amount” means, depending on the context:

 

(a)        the Regency Note Interest Amount; or

 

(b)        the Styron Note Interest Amount.

 

Relevant Senior Costs Amount Proportion” means, in respect of any Purchased Receivable, an amount equal to (i) the Senior Costs Amount for the Determination Period in which a Collection in respect of such Receivable is multiplied by (ii) the fraction, the numerator of which is such Collection and the denominator of which is the aggregate of all Collections received in such Determination Period.

 

Removal Notice” has the meaning set out in the Styron Security Deed.

 

Reporting Date” means a Monthly Reporting Date or a Daily Reporting Date, as the case may be.

 

Required Filings” means in respect of the Master Purchaser:

 

(a)        the filing of prescribed particulars of the security interests created by the Master Purchaser under the Styron Security Deed with the Irish Registrar of Companies in accordance with the provisions of Section 99 of the Irish Companies Act 1963 and payment of the associated fees; and

 

(b)        the filing of a notice with the Irish Revenue Commissioners in respect of the security interests created under the Styron Security Deed in accordance with Section 1001 of the Taxes Consolidation Act 1997.

 

Requirement of Law” in respect of any Person shall mean:

 

(a)        any law, treaty, rule, requirement or regulation;

 

(b)        a notice by or an order of any court having jurisdiction;

 

(c)        a mandatory requirement of any regulatory authority having jurisdiction; or

 

(d)        a determination of an arbitrator or Governmental Authority;

 

in each case applicable to or binding upon that Person or to which that person is subject or with which it is customary for it to comply.

 

Retiring Cash Manager” means the Cash Manager or any successor whose appointment is terminated pursuant to the Cash Management Agreement other than by termination at the Final Discharge Date.

 

Reuters Screen Rate” means:

 

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(a)        in relation to LIBOR, the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant currency and period; and

 

(b)        in relation to EURIBOR, the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period;

 

in each case displayed on the appropriate page of the Reuters screen, and if such page is replaced or such service ceases to be available the Instructing Party may specify another page or service displaying the appropriate rate, provided that if, in either case, that rate is less than zero, LIBOR and/or EURIBOR, as the case may be, shall be deemed to be zero; and

 

(c)        in relation to LIBOR and/or EURIBOR, as the case may be, if such page or service ceases to be available and no alternate page or service is available, then the rate of interest shall be the determined in accordance with Clause 12.5 of the  Liquidity Facility Agreement.

 

Revenue Ledger” means the ledger in the books of the Master Purchaser so named. “Right” means any asset, agreement, property or right.

Risk Retention Rules” means Article 405 of the CRR, Article 6 of the Securitisation Regulation, Section Five of AIFMR and Article 17 of AIFMD and any successor regulation(s) thereto and any similar legislation applicable to any party requiring it to retain, or ensure that another party retains, a certain level of exposure to Purchased Receivables in connection with the securitisation of such receivables.

 

Roll Date” means each Monthly Payment Date and each other date determined in accordance with Section B, Clause 6.4.4 of the Variable Loan Note Issuance Deed.

 

Rolling Average Turnover Ratio” means:

 

(a)        the sum of the last three (3) months of Purchase Receivables, divided by

 

(b)        the sum of the last three (3) months of Collections, multiplied by

 

(c)        30.

 

Sanctions” means the sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by any of the Sanctions Authorities.

 

Sanctions Authorities” means:

 

(i)         the United States government;

 

(ii)       the United Nations;

 

(iii)      the European Union;

 

(iv)       the United Kingdom;

 

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(v)        Switzerland;

 

(vi)       Hong Kong; and

 

(vii)     the respective Governmental Authorities of any of the foregoing, including without limitation, OFAC, the US Department of State and Her Majesty’s Treasury.

 

SEC” means the United States Securities and Exchange Commission.

 

Secondary VAT Liability” means a liability of the Master Purchaser for VAT remaining unpaid in the bankruptcy of a Swiss Seller and relating to VAT included in the Receivables assigned and transferred by the relevant Swiss Seller to the Master Purchaser in accordance with the Swiss Receivables Purchase Agreement.

 

Secured Amounts” means the aggregate of all moneys and Liabilities which from time to time are or may become due, owing or payable by the Master Purchaser to each, some or any of the Secured Creditors under the Notes or the Transaction Documents.

 

Secured Creditors” means the Styron Security Trustee in its own capacity and as trustee on behalf of those persons listed as entitled to payment by the Master Purchaser in Clause 15 (Post-Enforcement Payments Priorities) of the Styron Security Deed.

 

Securitisation Availability Period” means the period from and including the Swiss Funding Date to (but excluding) the Programme Termination Date.

 

Securitisation Regulation” means Regulation (EU) 2017/2402 Of The European Parliament And Of The Council Of 12 December 2017 laying down a general framework for securitisation and creating a specific framework for simple, transparent and standardised securitisation, and amending Directives 2009/65/EC, 2009/138/EC and 2011/61/EU and Regulations (EC) No 1060/2009 and (EU) No 648/2012.

 

Security” means the security created in favour of the Styron Security Trustee pursuant to the Styron Security Deed, the German Security Assignment and Trust Agreement and the U.S. Security Agreement.

 

Security Protection Notice” means a notice served by the Styron Security Trustee pursuant to clause 11 (Security Protection Notice) of the Styron Security Deed.

 

Seller” means each of:

 

(a)        the Swiss Sellers;

 

(b)        the German Seller;

 

(c)        the Dutch Seller;

 

(d)        the U.S. Seller;

 

(e)        the U.S. Intermediate Transferor; and

 

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(f)        any other entity in its capacity as a seller of Receivables to the Master Purchaser under a Master Receivables Purchase Agreement,

 

together the “Sellers”.

 

Seller and Servicer Party Agent” means the Parent appointed to act on behalf of each Seller and Servicer Party in relation to the Transaction Documents pursuant to Clause 3 (Seller and Servicer Party Agent) of this Deed.

 

Seller Permitted Encumbrance” means:

 

(a)        any Encumbrance created by a Seller by or pursuant to the Transaction Documents;

 

(b)        any netting or set-off arrangement pursuant to which the Collection Account Bank is permitted to deduct the amount of any normal account fees owed to it or chargebacks on account of provisional credits, in each case, in connection with a Collection Account from amounts standing to the credit of such Collection Account;

 

(c)        any other Encumbrance over the Collection Accounts provided such Encumbrance is subordinated to any Encumbrance granted in favour of the Security Trustee over the Collection Accounts; and

 

(d)        any Encumbrance over the Transaction Documents (including a Seller’s rights, if any, to Deferred Purchase Price).

 

Seller’s Credit and Collection Procedures” means the origination, credit and collection procedures employed by the relevant Seller from time to time in relation to the provision and sale of chemical products and related services as attached to this Deed as Appendix A, as may be amended with the consent of the Cash Manager from time to time.

 

Senior Costs Amount” means the amounts payable in items one through seven of Schedule 1 Paragraph 11.1 (Payment from Distribution Ledgers on a Monthly Payment Date) of the Cash Management Agreement.

 

S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business or the successor to its rating business.

 

Servicer” means each Swiss Servicer, the German Servicer, the Dutch Servicer or the U.S. Servicer (as the context may require).

 

Servicer Default” means a Dutch Servicer Default, a German Servicer Default, a Swiss Servicer Default or a U.S. Servicer Default, as applicable.

 

Servicing Agreement” means the Dutch Servicing Agreement, the German  Servicing Agreement, the Swiss Servicing Agreement or the U.S. Servicing Agreement, as the context requires.

 

Settlement Date Payments Priorities” means the provisions relating to the order of priority of payments set out in Paragraph 10 (Payments from Distribution Ledgers  on

 

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a Settlement Date) of Part 5 (Payments Priorities) of Schedule 1 (Services to be provided by the Cash Manager) of the Cash Management Agreement.

 

Settlement Date” means:

 

(a)        each day on which a Swiss Servicers’ Daily Report is delivered or Initial Purchase Price or Deferred Purchase Price is paid;

 

(b)        the Swiss Funding Date;

 

(c)        each Roll Date; and

 

(d)        the day falling three Business Days after the day an Initial Purchase Price Payment Request is delivered by a Seller.

 

Solvency Certificate” means each solvency certificate executed by a Seller in the form set out in Schedule 2 to the relevant Master Receivables Purchase Agreement.

 

Special Concentration Limit” has the meaning set out in paragraph (u) of Schedule 3.

 

Specified Office” means, in relation to any Person:

 

(a)        the office specified against its name in the Notices Details; or

 

(b)        such other office as such Person may specify in accordance with the Transaction Documents.

 

Spot Rate” means the Cash Manager’s spot rate of exchange for the purchase of one specified currency with another specified currency in the London foreign exchange market.

 

Standard Documentation” means the standard terms and conditions of the Sellers set out in Schedule 11 (Standard Documentation) and such other documentation as may be approved in writing by the Cash Manager from time to time.

 

Styron EUR Note” means the EUR denominated note issued by the Master Purchaser to the Styron Noteholder pursuant to the Variable Loan Note Issuance Deed.

 

Styron EUR Note Additional Principal Amount” means as at any date of determination the amount by which the Styron EUR Note Required Amount exceeds the Styron EUR Note Principal Amount Outstanding.

 

Styron EUR Note Initial Principal Amount” means the EUR Proportion of the Styron Percentage of the Purchase Base specified in the first Current Swiss Servicer’s Daily Report delivered by the Current Swiss Servicer.

 

Styron EUR Note Principal Amount Outstanding” means:

 

(a)        on the Swiss Funding Date, the Styron EUR Note Initial Principal Amount; and

 

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(b)        on any day following the Swiss Funding Date, the Styron EUR Note Principal Amount Outstanding as at the end of the immediately preceding day:

 

(i)         plus (if such day is a Settlement Date) the amount of any Styron EUR Note Additional Principal Amount paid by the Styron Noteholder on such day;

 

(ii)       minus (if such day is a Settlement Date) the Styron EUR Note Redemption Amount paid to the Styron Noteholder on such day.

 

Styron EUR Note Redemption Amount” means:

 

(a)        prior to the occurrence of a Termination Event that is continuing, the amount, if any, by which the Styron EUR Note Principal Amount Outstanding exceeds the Styron EUR Note Required Amount less the Outstanding Balance of all German Purchased Receivables which have become Written-Off Receivables since the date of determination immediately preceding the last Settlement Date on which the Principal Amount Outstanding of the Styron EUR Notes have been adjusted; and

 

(b)        following the occurrence of a Termination Event that is continuing, the EUR Proportion of the Styron Percentage of the balance stood to the credit of the Master Purchaser Accounts following payment of items first to eleventh in the Pre-Enforcement Payments Priorities on the relevant Monthly Payment Date.

 

Styron EUR Note Required Amount” means, as at any date of determination, the following amount:

 

(a)        the EUR Equivalent of the Purchase Base (specified in the Relevant Daily Report) multiplied by the Styron Percentage and by the EUR Proportion; plus

 

(b)        the Outstanding Balance of all German Purchased Receivables multiplied by the German Purchase Rate; less

 

(c)        the product of:

 

(i)         the EUR Equivalent of the Purchase Base (specified in the Relevant Daily Report); and

 

(ii)       the fraction:

 

(A)       the numerator of which is the Outstanding Balance of the German Purchased Receivables which are Eligible Receivables; and

 

(B)       the denominator of which is the EUR Equivalent of the Eligible Pool Balance,

 

but which shall from 1 January 2015, at any time where the Regency Note remains outstanding or the Regency Noteholder has any obligations to subscribe for further Notes, always be at least 5 per cent of the Outstanding Balance of all German Purchased Receivables.

 

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Styron Germany Account Pledge Agreement” means the Styron Germany Account Pledge Agreement executed by the German Seller, the Master Purchaser and the Styron Security Trustee with respect to the German Collection Accounts on 24 May 2011.

 

Styron Notes” means the Styron USD Note and the Styron EUR Note.

 

Styron Notes Initial Principal Amount” means the Styron EUR Note Initial Principal Amount or the Styron USD Note Initial Principal Amount as applicable.

 

Styron Note Interest Amount” means, in respect of any Monthly Payment Date, in respect of a Styron Note the aggregate of the results of the following formula being applied in respect of each $1 or €1 Principal Amount Outstanding of the relevant Styron Note that was outstanding at any point during the relevant Interest Period (rounded to the nearest eurocent, half a eurocent being rounded up):

 

( ( A / 360 ) x ( B x C ) )

 

where

 

A     =              the exact number of days during the relevant Interest Period that   such $1 or €1 of Principal Amount Outstanding was outstanding;

 

B     =              such $1 or €1 of Principal Amount Outstanding of the   relevant Styron Note, as the case may be; and

 

C     =              the Note Interest Rate in respect of such Monthly Payment Date;

 

plus any part of the Styron Note Interest Amount in respect of the immediately preceding Monthly Payment Date not paid on such immediately preceding Monthly Payment Date, plus the amount of Default Interest due on such unpaid amount.

 

Styron Noteholder” means the holder for the time being of the Styron Notes.

 

Styron Note Redemption Amount” means the Styron EUR Note Redemption Amount or the Styron USD Note Redemption Amount as applicable.

 

Styron Percentage” means:

 

(a)        in respect of the Styron EUR Note; or

 

(b)        in respect of the Styron USD Note,

 

the percentage notified to the Master Purchaser pursuant to Clause 6.4 (Notification of Styron Percentage) of the Variable Loan Note Issuance Deed in respect of such Note.

 

Styron Security Deed” means the deed so named dated 12 August 2010, as amended and restated 24 May 2011 and on or around the Dutch Closing Date between the Master Purchaser, the Styron Security Trustee, the Regency Noteholder and the Styron Noteholder.

 

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Styron Security Trustee” means the Law Debenture Trust Corporation plc or any other Person acting as security trustee from time to time pursuant to the Styron Security Deed.

 

Styron Security Trustee Termination Event” has the meaning set out in the Styron Security Deed.

 

Styron USD Note” means the US Dollar denominated note issued by the Master Purchaser to the Styron Noteholder pursuant to the Variable Loan Note Issuance Deed.

 

Styron USD Note Additional Principal Amount” means the greater of (i) zero  and

(ii) the USD Proportion of the Styron Percentage of the Purchase Base specified in the Swiss Servicers’ Daily Report delivered three Business Days prior to the relevant Roll Date or, if applicable, on the relevant Reporting Date on which a Seller makes an Initial Purchase Price Payment Request less the Principal Amount Outstanding of the Styron USD Note immediately prior to the relevant Roll Date.

 

Styron USD Note Initial Principal Amount” means the USD Proportion of the Styron Percentage of the Purchase Base specified in the first Current Swiss Servicer’s Daily Report delivered by the Current Swiss Servicer.

 

Styron USD Note Principal Amount Outstanding” means:

 

(a)        on the Swiss Funding Date, the Styron USD Note Initial Principal Amount; and

 

(b)        on any day following the Swiss Funding Date, the Styron USD Note Principal Amount Outstanding as at the end of the immediately preceding day:

 

(i)         plus (if such day is a Settlement Date) the amount of any Styron USD Note Additional Principal Amount paid by the Styron Noteholder on such day;

 

(ii)       minus (if such day is a Settlement Date) the Styron USD Note Redemption Amount paid to the Styron Noteholder on such day.

 

Styron USD Note Redemption Amount” means:

 

(a)        prior to the occurrence of a Termination Event that is continuing, the greater  of (i) zero and (ii) the Principal Amount Outstanding of the Styron USD Note immediately prior to the relevant Settlement Date less the USD Proportion of the Styron Percentage of the Purchase Base specified in the Swiss Servicers’ Daily Report delivered three Business Days prior to the relevant Roll Date;  and

 

(b)        following the occurrence of a Termination Event that is continuing, the USD Proportion of the Styron Percentage of the balance stood to the credit of the Master Purchaser Accounts following payment of items first to eleventh in the Pre-Enforcement Payments Priorities on the relevant Roll Date.

 

Sub-contractor” means any sub-contractor, sub-agent, delegate or representative.

 

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Subsidiary” means any corporation or other entity of which securities having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions are at the time directly or indirectly owned by a Seller.

 

Successor Master Purchaser Account Bank” means an entity appointed in accordance with Clause 20 (Successor Master Purchaser Account Bank) or Clause 21 (Master Purchaser Account Bank may appoint Successors) of the Account Bank Agreement to act as successor account bank under the Account Bank Agreement.

 

Successor Cash Manager” means an entity identified in accordance with Clause 20 (Identification of Successor Cash Manager) of the Cash Management Agreement and appointed in accordance with Clause 21 (Appointment of Successor Cash Management) of the Cash Management Agreement to perform the Cash Management Services.

 

Successor Styron Security Trustee” means an entity appointed in accordance with Clause 26 (Styron Security Trustee’s Retirement & Removal) of the Styron Security Deed to act as successor trustee under the Styron Security Deed.

 

Supplemental Deed” means a deed supplemental to the Styron Security Deed.

 

Swiss Code of Obligations” or “CO” means the Swiss Federal Code of Obligations of 30 March 1911, as amended from time to time.

 

Swiss Collection Accounts” means the Collection Accounts owned by the Swiss Sellers, which receive Collections related to the Swiss Purchased Receivables sold by the Swiss Sellers to the Master Purchaser pursuant to the Swiss Receivables Purchase Agreement.

 

Swiss Federal Act on Debt Collection and Bankruptcy” or “DEBA” means the Swiss Federal Act on Debt Collection and Bankruptcy of 11 April 1889, as amended from time to time.

 

Swiss Funding Date” means the day falling two Business Days after the day the first Offer is delivered under the Swiss Receivables Purchase Agreement or such other  date as may be agreed by the Swiss Sellers and the Instructing Party.

 

Swiss Purchased Receivables” means the Receivables purchased by the Master Purchaser on the terms of the Swiss Receivables Purchase Agreement.

 

Swiss Receivables” means Receivables originated by a Swiss Seller.

 

Swiss Receivables Purchase Agreement” means the receivables purchase agreement dated 12 August 2010, as amended and restated on 24 May 2011, 30 May 2013 and on the 2016 Amendment Effective Date between the Swiss Sellers, the Master Purchaser, the Investment Manager and the Styron Security Trustee.

 

Swiss Sellers” means each of (i) Trinseo Europe GmbH (formerly Styron Europe GmbH), incorporated in Switzerland and (ii) Trinseo Export GmbH, incorporated in Switzerland, each in its capacity as seller of Receivables to the Master Purchaser  under the Swiss Receivables Purchase Agreement, and shall include both such sellers or either of them, as the context may require. For the avoidance of doubt, references

 

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to the Swiss Seller in the German Receivables Purchase Agreement shall include both Swiss Sellers.

 

Swiss Seller Credit and Collection Procedures” means the Sellers’ Credit and Collection Procedures with respect to a Swiss Seller.

 

Swiss Servicers” means each Person designated as such under the Swiss Servicing Agreement.

 

Swiss Servicer Default” means the occurrence of any of the events described in Schedule 2 hereto.

 

Swiss Servicer Fee Percentage” means 0.25 per cent.

 

Swiss Servicer Fees” means the fees referred to in clause 13 of the Swiss Servicing Agreement.

 

Swiss Servicer Report” means the Swiss Servicers’ Daily Report or the Swiss Servicers’ Monthly Report (as the case may be).

 

Swiss Servicers’ Daily Report” means any document prepared by a Swiss Servicer in accordance with Clause 7.2 (Swiss Servicers’ Daily Reports) of the Swiss Servicing Agreement additionally including all the data required to be contained in the German Servicer’s Daily Report, the Dutch Servicer’s Daily Report and the U.S. Servicer’s Daily Report.

 

Swiss Servicers’ Monthly Report” means a report in substantially the form of the Excel    spreadsheet    attached    to    the     email    from to with the subject “Monthly Report August 2016- Styron AR Securitization and Offer” on 29 September 2016 adjusted to include all relevant data for the Acceding Swiss Seller and containing all the data required to be included in the German Servicer’s Monthly Report, the Dutch Servicer’s Monthly Report, the U.S. Servicer’s Monthly Report and such additional information with respect to the Purchased Receivables as the Master Purchaser or the Instructing Party may reasonably request from time to time and prepared by the Swiss Servicer and delivered to the Master Purchaser and  the Instructing Party in accordance with Clause 7.1 (Swiss Servicers’ Monthly Reports) of the Swiss Servicing Agreement.

 

Swiss Servicing Agreement” means the Swiss Servicing Agreement dated 12 August 2010, as amended and restated on 30 May 2013 and on the 2016 Amendment Effective Date, relating to the Swiss Purchased Receivables between the Master Purchaser, the Swiss Servicers and the Styron Security Trustee.

 

Swiss VAT Rate” means the applicable rate of VAT as set out in VATA 2010.

 

TARGET” means Trans-European Automated Real-time Gross Settlement Express Transfer system.

 

TARGET Day” means a day on which the TARGET system is open for settlement of payments in Euro.

 

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TARGET System” means the Trans-European Automated Real-time Gross Settlement Express Transfer system.

 

Tax Authority” means any government, state or municipality or any local, state, federal or other authority, body or official anywhere in the world exercising a fiscal, revenue, customs or excise function (including, Her Majesty’s Revenue and Customs).

 

Tax Credit” means any credit received by a Transaction Party from a Tax Authority in respect of any Tax paid by such Transaction Party.

 

Tax Deduction” means any deduction or withholding on account of Tax.

 

Taxes” means any present or future taxes, levies, duties, charges, fees, deductions or withholdings of any nature whatsoever imposed or levied by or on behalf of Switzerland, the United Kingdom, Ireland, any other Eligible Country or the United States of America, together with any interest, charges or penalties thereon and “Tax” and “Taxation” and similar words shall be construed accordingly.

 

Tax Event” has the meaning given to it in Condition 5 of the Notes.

 

Tax Treaty” means a double taxation treaty into which Ireland has entered which contains an article dealing with interest or income from debt claims.

 

Ten Non-Bank Rule” means the rule that the aggregate number of creditors of a Swiss Borrower under the Finance Documents which are not Qualifying Banks must not at any time exceed 10 (ten), all in accordance with the meaning of the Guidelines.

 

Termination Event” means the occurrence of any of the events set out in Part A of Schedule 1.

 

Total Facility Limit” means USD 450,000,000.

 

Total Reserves” means, as of the Determination Date, an amount equal to the sum  of the Carrying Cost Reserve as at such date plus the Loss and Dilution Reserve as at such date.

 

Transaction” means the connected transactions contemplated by the Transaction Documents.

 

Transaction Documents” means:

 

(a)        the Swiss Receivables Purchase Agreement;

 

(b)        the German Receivables Purchase Agreement;

 

(c)        the Dutch Receivables Purchase Agreement;

 

(d)        the U.S. Receivables Purchase Agreement;

 

(e)        the U.S. Intermediate Transfer Agreement;

 

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(f)        the Swiss Servicing Agreement;

 

(g)        the German Servicing Agreement;

 

(h)        the Dutch Servicing Agreement;

 

(i)         the U.S. Servicing Agreement;

 

(j)         the Master Definitions and Framework Deed;

 

(k)        the Variable Loan Note Issuance Deed;

 

(l)         the Cash Management Agreement;

 

(m)       the Styron Security Deed;

 

(n)        the German Security Assignment and Trust Agreement;

 

(o)        the U.S. Security Agreement;

 

(p)        the Account Bank Agreement;

 

(q)        the Guarantee Agreement;

 

(r)        the Corporate Services Agreement;

 

(s)        each Account Control Agreement;

 

(t)         the Fee Letter;

 

(u)        the Master Purchaser Receivables Power of Attorney;

 

(v)        the U.S. Intermediate Transferor Receivables Power of Attorney;

 

(w)       the Notes; and

 

(x)        any other document so designated by the Cash Manager and the Master Purchaser.

 

Transaction Party” means any person who is a party to a Transaction Document and “Transaction Parties” means some or all of them.

 

Transfer Period” means a period of two months from the termination or the appointment of a Cash Manager, as the case may be.

 

Treaty” means the Treaty establishing the European Community, as amended. “Trinseo Entity” means the Parent and each of its Affiliates.

 

Trinseo Export German Account Pledge Agreement” means an Account Pledge Agreement executed by the Pledgor, the Master Purchaser and the Styron Security Trustee with respect to the Collection Accounts dated on or about the 2016 Amendment Effective Date.

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Trinseo Party” means each Trinseo Entity which is party to a Transaction Document.

 

Trust Corporation” means a corporation entitled by the rules made under the Public Trustee Act 1906 to act as a custodian trustee or entitled pursuant to any other legislation applicable to a trustee in any jurisdiction other than England and Wales to act as trustee and carry on trust business under the laws of the country of its incorporation.

 

Trust Proceeds” means all recoveries, receipts and benefits received by the Styron Security Trustee by virtue of the Trust Property save for monies or other assets which it is entitled to retain for its own account or which are earmarked for receipt by a third party other than as part of the Trust Property.

 

Trust Property” means the Covenant to Pay, the Master Purchaser Covenants, the Master Purchaser Warranties, the Security and all proceeds of the Security.

 

Trustee Acts” means the Trustee Act 1925 and the Trustee Act 2000;

 

Twenty Non-Bank Rule” means the rule that the aggregate number of creditors (including the Lenders), other than Qualifying Banks, of a Swiss Borrower under all outstanding debts relevant for classification as debenture (Kassenobligation) (within the meaning of the Guidelines), such as (intragroup) loans, facilities or private placements (including under the Finance Documents) must not at any time exceed 20 (twenty), all in accordance with the meaning of the Guidelines.

 

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

 

UK Account Control Deed” means the deed so named dated on or about  the Closing Date between the Chargor, the Master Purchaser, the Chargee and the Styron Security Trustee.

 

UK Collection Account Bank” means Deutsche Bank AG London, acting through its office at 1 Great Winchester Street, London EC2N 2DB.

 

Unapplied Credit” means, on any date, the aggregate amount of outstanding credit notes issued to Obligors as of such date which have not been applied to reduce or off- set the Outstanding Balance of Receivables owed by any Obligor.

 

Unbilled Purchase Rate” means the Purchase Rate.

 

Unbilled Receivables” means a Receivable with respect to which:

 

(a)        the relevant Seller has received a purchase order from the Obligor for  chemical products;

 

(b)        the goods have been delivered by the relevant Seller to the Obligor and a delivery note for the products has been signed by the Obligor and retained by the relevant Haulage Company; and

 

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(c)        the Obligor has become obligated to pay for the products in accordance with the relevant Contract,

 

but in respect of which the relevant Seller has not yet issued an Invoice to the Obligor.

 

Unbilled Receivables Limit” means an aggregate cap limit of 20% of the Receivables Pool.

 

Unbilled Receivables Overconcentration Amount” means, on any Determination Date, the aggregate amount of Receivables owed by Obligors in respect of  Receivables which were Unbilled Receivables on the day the Offer in respect of such Receivables was made to the Master Purchaser exceeds the Unbilled Receivables Limit.

 

Unrestricted Country” means the countries listed in Schedule 5 or such other countries as agreed between the Sellers and the Regency Noteholder (acting reasonably and in good faith) from time to time, or any Eligible Country so  designated from time to time by the Regency Noteholder (acting reasonably and in good faith), and, for the avoidance of doubt, for such period of time as may be designated by the Regency Noteholder (acting reasonably and in good faith).

 

U.S.” means the United States of America.

 

U.S. Account Control Agreement” means each Deposit Account Control Agreement by which the U.S. Seller has created security over the U.S. Collection Accounts and any other account control agreements entered into among the U.S. Seller, the U.S. Intermediate Transferor, the Master Purchaser, the Styron Security Trustee and the relevant Collection Account Bank.

 

Usage Fee” means the fee specified as such in the Fee Letter.

 

U.S. Collection Accounts” means the Collection Accounts owned by the U.S. Seller, which receive Collections related to the Purchased Receivables sold or contributed by the U.S. Seller to the U.S. Intermediate Transferor pursuant to the U.S. Receivables Purchase Agreement.

 

U.S. Closing Date” has the meaning given to it in the U.S. Receivables Purchase Agreement.

 

USD Equivalent” means, as of any date, the amount obtained by applying the rate for converting the relevant currency into USD at:

 

(a)        in the case of the Swiss Servicers’ Monthly Report, the most recently determined internal month end rate of a Swiss Seller;

 

(b)        in the case of the Swiss Servicers’ Daily Report, the Spot Rate of exchange for that currency as at 9am in London on the preceding Business Day as notified by the Cash Manager to the Sellers on such Business Day;

 

(c)        in the case of the Dutch Servicer’s Monthly Report, the most recently determined internal month end rate of the Dutch Seller; and

 

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(b)        in the case of the Dutch Servicer’s Daily Report, the Spot Rate of exchange     for that currency as at 9am in London on the preceding Business Day as notified by the Cash Manager to the Sellers on such Business Day.

 

USD Proportion” means, in respect of an amount, that amount multiplied by the fraction the numerator of which is aggregate Outstanding Balance of all Purchased Receivables denominated in US Dollars and the denominator of which is aggregate Outstanding Balance of all Purchased Receivables (calculated using the USD Equivalent of any Outstanding Balance denominated in a currency other than US Dollars).

 

U.S. Funding Date” means the day falling two Business Days after the day the first Offer is delivered under the U.S. Receivables Purchase Agreement or such other date as may be agreed by the U.S. Seller and the Cash Manager.

 

U.S. Insolvency Event” means with respect to any Person, the occurrence of the following:

 

(a)        such Person shall voluntarily commence any case, proceeding or other action, or present a petition or make an application under any Insolvency Law:

 

(i)         relating to bankruptcy, insolvency, court protection, reorganization or relief of debtors, seeking to have an order for relief entered  with respect to it or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, examination, liquidation, administration, administrative receivership, dissolution, court protection, composition, declaration or other similar relief with respect to it or any of its debts; or

 

(ii)       seeking the appointment of a liquidator, receiver, administrative receiver, examiner, security trustee, custodian, compulsory manager, administrator or other similar official for it or for all or any substantial part of its assets;

 

(b)        there shall be commenced, presented or made against such Person any case, proceeding or other action referred to in (a) above which is not dismissed by the relevant court, tribunal or authority within sixty (60) days after its commencement;

 

(c)        there shall be commenced against such Person any case, proceeding or other action seeking issuance of a warrant of attachment, sequestration, distress, expropriation, execution, distraint or similar process against all or any substantial part of its assets which is not dismissed within sixty (60) days after its commencement; or

 

(d)        a moratorium is declared in respect of any of its debt.

 

U.S. Intermediate Transfer Agreement” means the intermediate receivables purchase agreement dated on or about the U.S. Closing Date, among the U.S. Intermediate Transferor, the Master Purchaser and the Investment Manager.

 

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U.S. Intermediate Transferor” means Trinseo U.S. Receivables Company SPV LLC, a Delaware limited liability corporation.

 

U.S. Intermediate Transferor Receivables Power of Attorney” means a power of attorney substantially in the form of Part A of Schedule 4 to the U.S. Receivables Purchase Agreement.

 

U.S. Primary Transaction Documents” means:

 

(a)        the U.S. Receivables Purchase Agreement;

 

(b)        the U.S. Intermediate Transfer Agreement; and

 

(c)        the U.S. Servicing Agreement.

 

U.S. Purchased Receivables” means the Receivables purchased by or contributed to the U.S. Intermediate Transferor on the terms of the U.S. Receivables Purchase Agreement.

 

U.S. Receivables Purchase Agreement” means the receivables purchase agreement dated on or about the U.S. Closing Date among the U.S. Seller, the Investment Manager and the U.S. Intermediate Transferor.

 

U.S. Security Agreement” means the Security Agreement dated on or about the

U.S. Closing Date between the Master Purchaser and the Styron Security Trustee.

 

U.S. Seller” means Trinseo LLC (formerly Styron LLC), a Delaware limited liability company, in its capacity as seller of Receivables to the U.S. Intermediate Transferor under the U.S. Receivables Purchase Agreement.

 

U.S. Seller Credit and Collection Procedures” means the Seller’s Credit and Collection Procedures with respect to the U.S. Seller.

 

U.S. Servicer” means the Person designated as such under the U.S. Servicing Agreement.

 

U.S. Servicer Default” means the occurrence of any of the events described in Schedule 2 hereto as if each reference therein to “Swiss Servicer” was a reference to “U.S. Servicer”, each reference to “Swiss Receivables Purchase Agreement” was a reference to “U.S. Receivables Purchase Agreement” or “U.S. Intermediate Transfer Agreement” and each reference to “Swiss Servicing Agreement” was a reference to “U.S. Servicing Agreement”.

 

U.S. Servicer Report” means a U.S. Servicer’s Monthly Report or U.S. Servicer’s Daily Report as the case may be.

 

U.S. Servicer’s Daily Report” means any document prepared by the U.S. Servicer  in accordance with Clause 7.2 (U.S. Servicer’s Daily Reports) of the U.S. Servicing Agreement, provided that all data required to be included in the U.S. Servicer’s  Daily Report shall be consolidated in the Swiss Servicers’ Daily Report.

 

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U.S. Servicer’s Monthly Report” means any document prepared by the U.S. Servicer in accordance with Clause 7.1 (U.S. Servicer’s Monthly Reports) of the U.S. Servicing Agreement, including, for the avoidance of doubt, any consolidated  monthly report delivered by or on behalf of all of the Servicers, provided that all data required to be included in the U.S. Servicer’s Monthly Report shall be consolidated in the Swiss Servicers’ Monthly Report.

 

U.S. Servicing Agreement” means the servicing agreement to be dated on or about the U.S. Closing Date, among the U.S. Servicer, the U.S. Seller, U.S. Intermediate Transferor and the Master Purchaser, relating to the U.S. Purchased Receivables.

 

U.S. Servicer Fees” means the fees referred to in clause 14 of the U.S. Servicing Agreement.

 

U.S. Transaction Documents” means:

 

(a)        the U.S. Receivables Purchase Agreement;

 

(b)        the U.S. Intermediate Transfer Agreement;

 

(c)        the U.S. Servicing Agreement;

 

(d)        the U.S. Security Agreement;

 

(e)        each U.S. Account Control Agreement;

 

(f)        the U.S. Intermediate Transferor Receivables Power of Attorney;

 

(g)        the Master Receivables Power of Attorney given by the U.S. Seller; and

 

(h)        any other document so designated by the U.S. Seller, the Cash Manager and the Master Purchaser.

 

Value Added Tax” and “VAT” shall be construed as a reference to value added tax under the laws of any jurisdiction.

 

VATA 2010” means the Swiss Value Added Tax Act 2010 (as amended).

 

Variable Loan Note Issuance Deed” means the variable loan note issuance deed dated the Closing Date and as amended and restated on 24 May 2011, 30 May 2013, 31 October 2016 and on the 2018 Amendment Effective Date between the Master Purchaser, the Registrar, the Cash Manager, the Styron Security Trustee and the Noteholders.

 

VAT Group” means a group for the purposes of the VAT Grouping Legislation.

 

VAT Grouping Legislation” means the Value Added Tax Act 1972 of Ireland (as amended).

 

Written-off Receivable” means any Purchased Receivable (i) in respect of which  the relevant Obligor is insolvent or is in bankruptcy, liquidation, administration or any analogous proceedings or (ii) in respect of which a declaration has been made (or

 

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ought to have been made) by the relevant Seller that such Receivable is irrecoverable in accordance with the related Seller’s Credit and Collection Policies.

 

2.2       Any reference in any Transaction Document to:

 

administration”, “bankruptcy”, “liquidation”, “dissolution”, ”receivership” or “winding-up” of a person shall be construed so as to include any equivalent or analogous proceedings (including any suspension of payments) under the laws of the jurisdiction in which such person is incorporated (or, if not a company or corporation, domiciled) or any jurisdiction in which such person has its principal place of business.

 

agreed form” means, in relation to any documents, the draft of the document which has been agreed between the relevant parties thereto and initialled on their behalf for the purpose of identification.

 

Clause”, “Recital”, “Appendix” or “Schedule” in any Transaction Document is, subject to any contrary indication, a reference to a Clause of, or a recital or appendix or schedule to, the relevant Transaction Document.

 

an event (howsoever defined) “subsisting” or “continuing” is if that event which has occurred but has not been remedied (if capable of remedy) or waived.

 

EUR” or “” or “euro” means the currency introduced at the commencement of the third stage of European Economic and Monetary Union as of 1 January 1999 pursuant to the  Treaty establishing the European Communities as amended by the Treaty on  European Union.

 

holding company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a subsidiary.

 

including” shall be construed as meaning including without limitation.

 

indebtedness” shall be construed so as to include any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent.

 

a person shall be construed as being “insolvent” if such person goes into administration, bankruptcy, liquidation, dissolution, receivership or winding-up or such person is unable to pay its debts as they fall due or such person’s liabilities exceed its assets.

 

month” is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month save that, where any such period would otherwise end on a day which is not a Business Day, it shall end on the next Business Day, unless that day falls in the calendar month succeeding that in which it would otherwise have ended, in which case it shall end on the preceding Business Day; provided that, if a period starts on the last Business Day in a calendar month or if there is no numerically corresponding day in the month in which that period ends, that period shall end on the last Business Day in that later month (and references to “months” shall be construed  accordingly).

 

or” shall be construed as meaning “and/or.”

 

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person” or “Person” shall be construed as a reference to any person, firm, company, corporation, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) of two or more of the foregoing.

 

Pounds Sterling”, “pounds”, “sterling”, “GBP” or “£” means the lawful currency as at the date of this Deed of the United Kingdom and Northern Ireland.

 

stamp duty” shall be construed as a reference to any stamp, registration or other documentary Tax or other similar Taxes or duties (including any penalty or interest payable  in connection with any failure to pay or any delay in paying out any of the same).

 

subsidiary” of a company or corporation shall be construed as a reference to any company or corporation (a) which is controlled, directly or indirectly, by the first-mentioned company or corporation; or (b) more than half the issued share capital of which is beneficially owned, directly or indirectly, by the first mentioned company or corporation; or (c) which is a subsidiary of another subsidiary of the first-mentioned company or corporation and for these purposes a company or corporation shall be treated as being controlled by another if that  other company or corporation is able to direct its affairs or to control the composition of its board of directors or equivalent body.

 

US Dollars”, “dollars”, “USD” or “$” means the lawful currency of the United States as at the date of this Deed.

 

2.3       Where a definition is stated to mean an amount (the “first amount”) which is the greater of zero and another amount (the “second amount”) if the second amount is also zero or is a negative amount, the first amount shall be deemed to mean zero.

 

2.4       When used in any of the Transaction Documents, the terms “relevant Settlement Date”, “relevant Determination Date” or “relevant Determination Period” will mean the Settlement Date, relative to a particular Determination Date or Determination Period, or the Determination Date relative to a particular  Determination Period or Settlement Date or the Determination Period relative to a particular Determination Date or Settlement Date as the case may be.

 

2.5       Where a denominator in any fraction to be used in connection with any calculation in a definition is zero, the relevant fraction will be zero.

 

2.6       The headings in any Transaction Document shall not affect its interpretation. References to Clauses, Schedules and Articles in any Transaction Document shall, unless its context otherwise requires, be construed as references to the Clauses of, Schedules to, and Articles of such document.

 

2.7       Unless the context otherwise requires, words denoting the singular number only shall include the plural number also and vice versa, words denoting one gender only shall include the other genders and words denoting persons only shall include firms, corporations and other organised entities, whether separate legal entities or otherwise, and vice versa.

 

2.8       Unless the context otherwise requires, any reference in any Transaction Document to:

 

(a)        any agreement or other document shall be construed as a reference to the relevant agreement or document as the same may have been, or may from time

 

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to time be, replaced, extended, amended, varied, novated, supplemented or superseded;

 

(b)       any statutory provision or legislative enactment shall be deemed also to refer  to any re-enactment, modification or replacement thereof and any statutory instrument, order or regulation made thereunder or under any such re- enactment;

 

(c)       any party to a Transaction Document shall include references to its successors, permitted assigns and any person deriving title under or through it; references to the address of any person shall, where relevant, be deemed to be a reference to its address as current from time to time;

 

(d)       a person shall include a reference to an individual, a partnership, a  corporation, a business trust, a joint stock company, a trust, an unincorporated association, a joint venture, a governmental authority and any other entity of whatever nature, as the context may require;

 

(e)       unless stated otherwise, any provision setting forth an obligation to pay an amount in respect of remuneration or costs or charges or expenses shall be inclusive of any applicable amount in respect of VAT or similar Tax charged or chargeable in respect thereof at any rate; and

 

(f)        the provisions contained in any schedule or appendix to any Transaction Document have effect as if they had been incorporated in such Transaction Document.

 

2.9       Unless expressly agreed otherwise, interest rates and discount factors refer to a calculation in arrears on the basis of actual days elapsed and 360 days per annum for transactions denominated in Euros and 365 days per annum for transactions denominated in Sterling.

 

2.10     A reference to a Determination Period or Determination Date in any definition or  other provision of any other Transaction Document shall, to the extent such Determination Period or Determination Date would fall prior to the Swiss Funding Date, such reference shall be construed as a reference to a complete calendar month and the last day of a complete calendar month respectively.

 

2.11     Unless otherwise specified, any reference in a Transaction Document to a time of day shall be to the time in London on that day.

 

3.         AGREEMENT

 

The parties hereto acknowledge that the provisions contained in Clauses 3 to 8 and Clauses 10 to 25 (inclusive) shall, save where there is an express provision to the contrary, have effect with regard to and apply in respect of, each Transaction Document (as the same shall be amended, varied or supplemented from time to time  in accordance with the terms thereof) as though the same were set out therein in full mutatis mutandis.

 

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4.         JURISDICTION

 

4.1       Submission to Jurisdiction

 

(a)        Unless expressly otherwise agreed in any of the Transaction Documents, each party agrees that the English courts shall have exclusive jurisdiction to settle any dispute (including claims for set-off and counterclaim) which may arise in connection with the creation, validity, effect, interpretation or performance of, or the legal relationships established by, each of the Transaction Documents (other than the U.S. Transaction Documents), to the extent that it is incorporated in any such document, or otherwise arising in connection with  the same and for such purposes irrevocably submits to the jurisdiction of the English courts.

 

4.2       Forum Conveniens and Enforcement Abroad:

 

Unless expressly otherwise agreed in any of the Transaction Documents, each party:

 

(a)        waives any objection to the choice of or submission to the English courts on the grounds of inconvenient forum or otherwise as regards proceedings in connection with any Transaction Documents (other than the U.S. Transaction Documents); and

 

(b)        agrees that a judgment, declaration or order (whether interim or final) of an English court in connection with any Transaction Document (other than the U.S. Transaction Documents) is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction.

 

4.3       Agents for Service of Process:

 

Without prejudice to any other mode of service:

 

(a)        unless expressly otherwise agreed in any of the Transaction Documents, each of the Sellers and the Servicers appoints the following as their respective agents for service of process relating to any proceedings before the English courts pursuant to Clause 4 and agrees to maintain the process agent in England notified to the Instructing Party:

 

Trinseo UK Limited 06649750

25 CANADA SQUARE, LEVEL 37 LONDON E14 5LQ

UNITED KINGDOM.

 

(b)        unless expressly otherwise agreed in any of the Transaction Documents the Master Purchaser appoints the following as their respective agent for service of process relating to any proceedings before the courts of England pursuant to Clause 4 and agrees to maintain the process agent in England notified to the Instructing Party:

 

HSBC Bank plc, 8 Canada Square, London E14 5HQ Attn: Graham Walton and Jeffrey Norman, Structured Finance Middle Office.

 

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(c)        each party agrees that any failure by a process agent to notify any party of the process shall not invalidate the proceedings concerned; and

 

(d)        each party consents to the service of process relating to any such proceedings by prepaid posting of a copy of the process to its address for service of process for the time being applying under this Deed.

 

5.         PARTIES TO CASH MANAGEMENT AGREEMENT

 

5.1       Better preservation and enforcement of rights

 

The Noteholders agreed to become a party to the Cash Management Agreement only for the better preservation and enforcement of their rights under the Cash  Management Agreement and shall not assume any liabilities or obligations under the Cash Management Agreement.

 

6.         CHANGE OF STYRON SECURITY TRUSTEE

 

If there is an appointment of a Successor Styron Security Trustee in accordance with the terms of the Styron Security Deed, each of the Transaction Parties shall execute such documents and take such action as the Successor Styron Security Trustee and the outgoing Styron Security Trustee may reasonably require for the purposes of vesting in the Successor Styron Security Trustee the benefit of the Transaction Documents and the rights, powers and obligations of the Styron Security Trustee under the Transaction Documents, and releasing the outgoing Styron Security Trustee from its future obligations under the Transaction Documents.

 

7.         FURTHER ASSURANCES

 

Each of the parties agrees to perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution and delivery of) such further documents, deeds, agreements, consents, notices or authorisations as may be required by law or as may be necessary in:

 

(a)        the reasonable opinion of the Master Purchaser or the Cash Manager; or

 

(b)        the opinion of the Styron Security Trustee (acting in its sole discretion),

 

to implement or give effect to each Transaction Document and the transactions contemplated thereby.

 

8.         NOTICES

 

8.1       Any notice to be given by one party to any other party under, or in connection with, any Transaction Document shall be in writing and signed by or on behalf of the party giving it. Any such notice shall be served by sending it by fax to the number set out in Clause 8.2, or delivering it by hand, or sending it by pre-paid recorded delivery or registered post, to the address set out in Clause 8.2, or (if an email address is set out in Clause 8.2 or later notified by the relevant Transaction Party to the other Transaction Parties) by sending an electronic mail (“email”) to the email address set out in  Clause 8.2 and in each case marked for the attention of the relevant party (or as otherwise

 

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notified from time to time in accordance with the provisions of this Clause 8.1). Any notice so served by hand, fax, post or email shall be deemed to have been duly given:

 

(a)        in the case of delivery by hand, when delivered;

 

(b)        in the case of fax, at the time of transmission;

 

(c)        in the case of pre-paid recorded delivery or registered post, at 10.00 a.m. (London Time) on the second Business Day following the date of posting;

 

(d)        in the case of email, at the time of electronic receipt,

 

provided  that  in  each case where delivery by hand, fax  or email  occurs  after 6.00

p.m. (London Time) on a Business Day or on a day which is not a Business Day, service shall be deemed to occur at 9.00 a.m. on the next following Business Day.

 

References to time in this Clause are to local time in the country of the addressee.

 

All notices shall be copied to the Master Purchaser, the Sellers, each Swiss Servicer, the German Servicer, the U.S. Servicer, the Dutch Servicer and the Cash Manager.

 

8.2         The addresses, email address and fax numbers of the parties for the purpose of Clause

8.1 are as follows:

 

THE CURRENT SWISS SELLER, THE CURRENT SWISS SERVICER AND CHARGOR

 

 

TRINSEO EUROPE GMBH

Address:

 

 

Fax:

 

 

Email:

 

 

For the attention of:

 

 

with a copy to:

 

 

Address:

 

 

Tel:

 

 

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Email:

 

 

with a further copy to:

 

 

and, if the notice or communication relates to the Styron Operating Accounts, a further copy to:

 

THE ACCEDING SWISS SELLER, THE ACCEDING SWISS SERVICER AND THE PLEDGOR

 

 

TRINSEO EXPORT GMBH

Address:

 

 

Fax:

 

 

Email:

 

 

For the attention of:

 

 

with a copy to:

 

 

Address:

 

 

Tel:

 

 

Email:

 

 

with a further copy to:

 

 

and, if the notice or communication relates to the Styron Operating Accounts, a further copy to:

 

 

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THE GERMAN SELLER AND THE GERMAN SERVICER

 

 

TRINSEO DEUTSCHLAND ANLAGENGESELLSCHAFT MBH

Address:

 

 

Fax:

 

 

Email:

 

 

For the attention of:

 

 

with a copy to:

 

 

Address:

 

 

Tel:

 

 

Email:

 

THE DUTCH SELLER AND THE DUTCH SERVICER

 

 

TRINSEO NETHERLANDS B.V.

Address:

 

 

Fax:

 

 

Email:

 

 

For the attention of:

 

 

with a copy to:

 

 

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Address:

 

 

Tel:

 

 

Email:

 

THE U.S. SELLER AND THE U.S. SERVICER

 

 

TRINSEO LLC

Address:

 

 

Fax:

 

 

Email:

 

 

For the attention of:

 

 

with a copy to:

 

 

Address:

 

 

Tel:

 

 

Email:

 

THE U.S. INTERMEDIATE TRANSFEROR

 

 

TRINSEO U.S. RECEIVABLES COMPANY SPV LLC

Address:

 

 

Fax:

 

 

Email:

 

 

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For the attention of:

 

 

with a copy to:

 

 

Address:

 

 

Tel:

 

 

Email:

 

THE MASTER PURCHASER AND CHARGEE

 

 

STYRON RECEIVABLES FUNDING DESIGNATED ACTIVITY COMPANY

Address:

 

 

Fax:

 

 

Tel:

 

 

Email:

 

REGENCY NOTEHOLDER

 

 

REGENCY ASSETS DESIGNATED ACTIVITY COMPANY

Address:

 

 

 

 

 

Email:

 

 

For the attention of:

 

MASTER PURCHASER ACCOUNT BANK AND CASH MANAGER

 

 

 

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HSBC BANK PLC

Address:

 

 

Fax:

 

 

Tel:

 

 

Email:

 

 

For the attention of:

 

 

with a copy to:

 

 

Tel:

 

 

Fax:

 

THE STYRON SECURITY TRUSTEE

 

 

THE LAW DEBENTURE TRUST CORPORATION P.L.C.

Address:

 

 

Fax:

 

 

For the attention of:

 

THE PARENT

 

 

TRINSEO HOLDING S.À R.L

Address:

 

 

Email:

 

 

For the attention of:

 

 

with copy to:

 

 

Address:

 

 

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Fax:

 

 

Email:

 

 

with a copy to:

 

 

Address:

 

 

Tel:

 

 

Email:

 

 

Address:

 

 

Fax:

 

THE CORPORATE ADMINISTRATOR AND REGISTRAR

 

 

TMF ADMINISTRATION SERVICES LIMTED

Address:

 

 

Fax:

 

 

For the attention of:

 

THE INVESTMENT MANAGER AND THE STYRON NOTEHOLDER

 

 

TRINSEO FINANCE LUXEMBOURG S.À R.L., LUXEMBOURG, SWEIGNIEDERLASSUNG HORGEN

Address:

 

 

Fax:

 

 

Email:

 

 

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For the attention of:

 

 

with a copy to:

 

 

Address:

 

 

Tel:

 

 

Email:

 

 

A party may notify any of the other parties to any of the Transaction Documents of a change to its name, relevant addressee, address, email address or fax number for the purposes of this Clause 8.2, provided that such notice shall only be effective on:

 

(a)        the date specified in the notice as the date on which the change is to take  place; or

 

(b)        if no date is specified or the date specified is less than five Business Days after the date on which notice is given, the date following five Business Days after notice of any change has been given.

 

9.         YIELD PROTECTION INDEMNITIES

 

9.1       The Master Purchaser hereby agrees from time to time to indemnify the Regency Noteholder for, and to pay to it on demand, an amount equal to all amounts payable  by the Regency Noteholder under and in accordance with the terms of (i) any costs, increased costs, broken funding costs or reduced rates of return incurred or suffered directly or indirectly by the Regency Noteholder of the payment of any part of any Regency Note prior to or after the maturity date thereof (including, for the avoidance of doubt relating to any Regency Noteholder Related Debt being paid prior to or after its scheduled maturity) or the failure of the Master Purchaser to issue the Regency Notes specified in the Initial Note Issue Notice or increase the principal amount of the Regency Notes as specified in an Additional Note Issue Notice; and (ii) any additional or termination cost payable to the provider of any swap, cap, collar, floor or other hedging arrangement entered into by the Regency Noteholder in connection with any regency Noteholder Related Debt (together, “Break Costs”) provided that such Break Costs have not arisen as a direct result of the negligence, default or  recklessness of the Regency Noteholder. If the Regency Noteholder is obliged to make any payment of Break Costs then it shall in good faith use reasonable endeavours to take such reasonable steps as may reasonably be open to it to mitigate  or avoid the effects of such payment of Break Costs by placing any monies received on deposit until such Regency Noteholder Related Debt is due.

 

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9.2       If after the date hereof, the Regency Noteholder is charged any fee, expense or increased cost pursuant to any Regency Noteholder Related Debt on account of any other party to such Regency Noteholder Related Debt having determined that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any court, governmental authority, central bank or comparable agency or regulatory authority charged with the interpretation or administration thereof taking effect after the Swiss Funding Date, or compliance by such party with any guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency or regulatory authority taking  effect after the Swiss Funding Date (a “Relevant Change”), has or would have the effect of reducing the rate of return on such party’s (or its holding company’s) capital as a consequence of such party’s obligation in respect of such Regency Noteholder Related Debt, to a level below that which such party could have achieved but for such Relevant Change, then, within thirty (30) days of demand by the Regency Noteholder the Master Purchaser shall pay to the Regency Noteholder, an amount equal to each such amount charged to the Regency Noteholder pursuant to the terms of the relevant Regency Noteholder Related Debt (together, “Increased Costs”). Notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or any foreign regulatory authorities, in each case pursuant to Basel III and (iii) 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 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 and any law or regulation which implements either of them, shall in each case be deemed to be a “Relevant Change,” regardless of the date enacted, adopted or issued.

 

9.3       Any demand made by the Regency Noteholder under Clause 9.1 or, as the case may be, Clause 9.2 shall be accompanied by a statement signed by a duly authorised signatory of the Regency Noteholder giving (to the extent that such information is within its possession and knowledge and that disclosure of such information would  not involve the breach of any duty of confidentiality, the disclosure of any unpublished price sensitive information or the breach of any Requirement of Law owed by the Regency Noteholder to any other person) reasonable particulars of:

 

(a)        in the case of a demand under Clause 9.1, the calculation of the claim for reimbursement; and

 

(b)        in the case of a demand made under Clause 9.2, the Relevant Change and how the relevant amount has been calculated,

 

together with any supporting documentation.

 

Each amount certified by the Regency Noteholder as being due under this Clause 9 shall, in the absence of manifest error, be conclusive evidence of the amount so claimed.

 

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9.4       Each party which is entitled to receive Increased Costs pursuant to Clause 9 shall, in consultation with the Master Purchaser, take all reasonable steps to mitigate any circumstances which would result in any Increased Costs becoming payable under or pursuant to Clause 9.

 

10.       DEFAULT INTEREST

 

10.1     If any sum due and payable by the Master Purchaser, the Swiss Sellers, the Dutch Seller, the Swiss Servicers or the Dutch Servicer is not paid on the due date therefor  in accordance with the provisions of the relevant Transaction Documents or if any sum due and payable by the Master Purchaser, the Swiss Sellers, the Dutch Seller, the Swiss Servicers or the Dutch Servicer under any judgment or decree of any court in connection herewith is not paid on the date of such judgment or decree, the period beginning on such due date or, as the case may be, the date of such judgment or  decree and ending on the date upon which the obligation of the Master Purchaser, the relevant Swiss Seller, the Dutch Seller, the relevant Swiss Servicer or the Dutch Servicer to pay such sum (the balance thereof for the time being unpaid being herein referred to as an unpaid sum) is discharged shall be divided into successive periods, each of which (other than the first) shall start on the last day of the preceding period and the duration of each of which shall be selected by the person to whom such sum is payable.

 

10.2     During each such period relating thereto as is mentioned in Clause 10.1 an unpaid  sum shall bear interest at the rate per annum which is the sum of two per cent. and the London Interbank offered rate for deposits in US Dollars for the period for which such rate is to be determined which appears on the applicable Reuters screen or such other page as may replace the applicable Reuters screen at or about 11.00 a.m. provided that, if, for any such period, no such offered rate appears on such Reuters screen, the rate of interest applicable to such unpaid sum shall be the rate per annum  at which HSBC Bank plc, was offering to prime banks in the London Interbank Market deposits in the currency in which such unpaid sum is denominated for the period for which such rate is to be determined.

 

10.3     Any interest which shall have accrued under Clause 10.2 in respect of an unpaid sum shall be due and payable and shall be paid by the Master Purchaser, the relevant Swiss Seller, the Dutch Seller, the relevant Swiss Servicer or the Dutch Servicer (as the case may be) at the end of the period by reference to which it is calculated or on such other dates as the Person to whom such sum is owed may specify by written notice to the Master Purchaser, the relevant Swiss Seller, the Dutch Seller, the relevant Swiss Servicer or the Dutch Servicer (as the case may be).

 

11.       SWISS SELLERS, DUTCH SELLER, SWISS SERVICERS AND DUTCH SERVICER INDEMNITIES AND UNDERTAKING BY THE MASTER PURCHASER

 

11.1     Indemnities by the Swiss Sellers

 

Without limiting any other rights that the Master Purchaser, the Regency Noteholder, the Styron Security Trustee or the Instructing Party or any of their respective  Affiliates or members or any of their respective officers, directors, employees or advisors  (each,  an  “Indemnified  Party”)  may have  hereunder  or  under  the other

 

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Transaction Documents, or under applicable law, each Swiss Seller hereby agrees to indemnify each Indemnified Party from and against any and all costs, expenses, claims, losses, damages and liabilities (including properly incurred lawyers’ fees of the Styron Security Trustee and reasonable lawyer’s fees of each other Indemnified Party of one counsel per Indemnified Party per jurisdiction) (all of the foregoing  being collectively referred to as “Indemnified Amounts”) arising out of or resulting from the Swiss Receivables Purchase Agreement or any other Transaction Document or the use of proceeds of purchases or reinvestments or the ownership of Receivables originated by the relevant Swiss Seller or of the Notes or in respect of any Receivable originated by the relevant Swiss Seller or any Contract relating thereto, excluding, however, (a) Indemnified Amounts which have resulted from gross negligence or wilful misconduct on the part of such Indemnified Party, (b) recourse for Receivables which are not collected, not paid or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the applicable Obligor, (c)  any income taxes or any other tax or fee measured by income incurred by such Indemnified Party arising out of or as a result of the Swiss Receivables Purchase Agreement or any other Transaction Document or the ownership of Receivables or Notes or in respect of any Receivable or any Contract or (d) Indemnified Amounts resulting from a breach by  the Indemnified Party in respect of its obligations under any Transaction Documents. Without limiting or being limited by the foregoing (but subject to the exclusions contained in (a) through (d) above), each Swiss Seller shall pay on demand to each Indemnified Party without any set off, deduction, counterclaim or withholding any  and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:

 

(a)        the characterisation in any Swiss Servicer Report or other written statement made by or on behalf of that Swiss Seller of any Swiss Purchased Receivable as an Eligible Receivable or as included in the Receivables Pool which, as of the date of such Swiss Servicer Report or other statement, is not an Eligible Receivable or should not be included in the Receivables Pool;

 

(b)        any representation or warranty or statement made or deemed made by that Swiss Seller (or any of its officers) under or in connection with any Transaction Document which shall have been incorrect in any material respect when made;

 

(c)        the failure by that Swiss Seller to comply with any applicable law, rule or regulation with respect to any Pool Receivable originated by the relevant Swiss Seller or the related Contracts, or the failure of any Pool Receivable originated by the relevant Swiss Seller or the related Contract to conform to any such applicable law, rule or regulation; or the failure by the relevant Swiss Seller to pay, remit or account for any taxes related to or included in a Receivable originated by the relevant Swiss Seller, when due;

 

(d)        the failure to vest (i) in the Master Purchaser effective title in the Swiss Purchased Receivables originated by that Swiss Seller and the Related Security and the Collections with respect to Receivables originated by the Dutch Seller free and clear of any Encumbrances other than Seller Permitted Encumbrances or (ii) in the Styron Security Trustee a first priority perfected security interest as provided in the Master Purchaser Security Documents;

 

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(e)        the failure, when so required in accordance with the Transaction Documents,  to have properly notified any Obligor of the transfer, sale or assignment of any Swiss Purchased Receivable originated by that Swiss Seller pursuant to the Transaction Documents to the extent such notice is required to perfect the  same under any applicable law and for the purposes of this paragraph (e), “perfect” means to render actionable, publish and allow the setting up of the purchaser’s interest in, and right to collect payment under, the assets which are the subject of such transfer, sale and assignment, and to make actionable, publish and allow the setting up of such transfer, sale and assignment as against Obligors and other third parties, including any liquidator, administrator, trustee in bankruptcy or other insolvency official under any applicable law;

 

(f)        any dispute, claim, counterclaim, set off or defence (other than discharge in insolvency of the Obligor) of the Obligor to the payment of any Receivable originated by that Swiss Seller in, or purporting to be in, the Receivables Pool (including a defence based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim whether of the Obligor or any third party resulting from the sale of chemical products related to such Receivable or the furnishing or failure to furnish such merchandise or services or relating to collection activities with respect to such Receivable (if such collection activities were performed by that Swiss Seller or any of its  Affiliates acting as Swiss Servicer);

 

(g)        any failure of that Swiss Seller to perform its duties or obligations under the Contracts;

 

(h)        any product liability, property damage, personal injury, consequential loss or other claim arising out of or in connection with the chemical products which are the subject of any Contract of that Swiss Seller;

 

(i)         the commingling of Collections of Purchased Receivables originated by that Swiss Seller at any time with other funds;

 

(j)         any investigation, litigation or proceeding related to the Swiss Receivables Purchase Agreement or any other Transaction Document or the use of  proceeds of purchases or reinvestments or the ownership of Receivables originated by that Swiss Seller or Notes or in respect of any Receivable originated by that Swiss Seller or Related Security or any Contract relating thereto (including in connection with the preparation of a defence or appearing as a third party witness in connection therewith and regardless of whether such investigation, litigation or proceeding is brought by that Swiss Seller, an Indemnified Party or any other Person or an Indemnified Party is otherwise a party thereto);

 

(k)        any failure of that Swiss Seller to comply with its covenants contained in this Deed or any other Transaction Document;

 

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(l)         any claim brought by any Person other than an Indemnified Party arising from any activity by that Swiss Seller or any agent or delegate of that Swiss Seller  in servicing, administering or collecting any Swiss Purchased Receivable; and

 

(m)       any claim arising out of any failure by that Swiss Seller to obtain a consent from the relevant Obligor to the transfer, sale or assignment of any Receivable originated by that Swiss Seller pursuant to the Transaction Documents.

 

If any event occurs in respect of which indemnification may be sought from a Swiss Seller, the Indemnified Party shall (in each case to the extent it is lawful to do so) notify in writing and consult with the relevant Swiss Seller within a reasonable time after the relevant Indemnified Party becomes aware of such event.

 

11.2     Indemnities by the Swiss Servicers

 

Without limiting any other rights that the Master Purchaser, the Regency Noteholder, the Styron Security Trustee or the Instructing Party or any of their respective  Affiliates or members or any of their respective officers, directors, employees or advisors (each, a “Special Indemnified Party”) may have hereunder or under applicable law, and in consideration of its appointment as a Swiss Servicer under the Swiss Servicing Agreement, each Swiss Servicer hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, losses and liabilities (including properly incurred lawyers’ fees of the Styron Security Trustee and reasonable lawyer’s fees of each other Special Indemnified Party of one counsel per Special Indemnified Party per jurisdiction) (all of the foregoing being collectively referred to as “Special Indemnified Amounts”) arising out of or resulting from any  of the following (excluding, however, (a) Special Indemnified Amounts to have resulted from gross negligence or wilful misconduct on the part of such Special Indemnified Party, (b) recourse for Receivables which are not collected, not paid or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the applicable Obligor, (c) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Deed or any other Transaction Document or the ownership of Receivables or Notes or in respect of any Receivable or any Contract, or (d) Special Indemnified Amounts resulting from a breach by the Special Indemnified Party in respect of its obligations under any Transaction Documents):

 

(a)        any representation made or deemed made by that Swiss Servicer pursuant to the Swiss Agreement or any other Transaction Document which shall have been incorrect in any respect when made or any other representation or warranty or statement made or deemed made by that Swiss Servicer under or  in connection with the Swiss Servicing Agreement or any other Transaction Document which shall have been incorrect in any material respect when made;

 

(b)        the failure by that Swiss Servicer to comply with any applicable law, rule or regulation with respect to any Swiss Purchased Receivable or Contract;

 

(c)        any failure of that Swiss Servicer to perform its duties or obligations in accordance with the provisions of the Swiss Servicing Agreement or any other Transaction Document;

 

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(d)        the commingling of Collections of Swiss Purchased Receivables at any time  by that Swiss Servicer with other funds;

 

(e)        any breach of an obligation of that Swiss Servicer reducing or impairing the rights of the Master Purchaser, the Regency Noteholder, the Styron Security Trustee or the Instructing Party with respect to any Pool Receivable or the value of any Pool Receivable;

 

(f)        any Swiss Servicer Fees or other costs and expenses payable to any replacement Swiss Servicer, to the extent in excess of the Swiss Servicer Fees payable to that Swiss Servicer pursuant to the Swiss Servicing Agreement; or

 

(g)        payment of any claim brought by any Person other than a Special Indemnified Party arising from any activity by that Swiss Servicer or its Affiliates in servicing, administering or collecting any Swiss Purchased Receivable.

 

If any event occurs in respect of which indemnification may be sought from a Swiss Servicer, the Special Indemnified Party shall (in each case to the extent it is lawful to do so) notify in writing and consult with the relevant Swiss Servicer within a reasonable time after the relevant Special Indemnified Party becomes aware of such event.

 

11.3     Indemnities by the Dutch Seller