Exhibit 10.3

THIS RECEIVABLES PURCHASE AND SERVICES AGREEMENT (this Agreement) dated 5 December 2018, as amended on 7 October 2019, as further amended and restated on 20 December 2019, and as further amended and restated on 20 July 2020 is made by and between:

(9)Ferro Performance Pigments Spain S.L.U., a limited liability company (sociedad limitada) organized under the laws of Spain having its registered office at Calle Vitoria-gasteiz, 19, Laudio/llodio, 01400, Araba/Alava, with Spanish tax ID (N.I.F) number B01254689 (as Spanish Originator and Spanish Servicer) (the Spanish Originator and the Spanish Servicer);

(10)Ferro GmbH, a limited liability company (gesellschaft mit beschränkter Haftung) organised under the laws of Germany, having its registered office at Gutleutstr. 215, 60327 Frankfurt am Main, registered with the commercial register at the local court of Frankfurt am Main under number HRB 52800 (the German Originator and the German Servicer);

(11)Ferro Receivables LLC, a Delaware limited liability company, having its registered office at c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801 and its chief executive office at 6060 Parkland Boulevard, Suite 250, Mayfield Heights, OH 44124 (the US Originator);

(12)Ferro Corporation, an Ohio corporation, having its chief executive office at 6060 Parkland Boulevard, Suite 250, Mayfield Heights, OH 44124, USA (the US Servicer and the Performance Guarantor) (herein also referred to as Ferro US);

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

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

The persons referred to under paragraphs (1) to (3) above are together referred to as the Originators and each individually as an Originator. The persons referred to under paragraphs (1) to (4) above are together referred to as the Servicers and each individually as a Servicer.

WHEREAS:

(A)Each Originator (other than the US Originator) originates trade receivables owed by Obligors (as defined herein) as a result of the sales of goods by such Originator in the course of its business or, in the case of the US Originator, acquires trade receivables owed by such Obligors under the Receivables Sale and Contribution Agreement, dated on or about the date hereof, between Ferro US, as seller and servicer and the US Originator, as buyer (the Receivables Sale and Contribution Agreement).

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

(C)Pursuant to a separate Belgian law governed receivables assignment agreement to be entered into on a date following the Signing Date, as amended and/or supplemented from time to time, between, amongst others, the Purchaser and Mont Blanc Capital Corp, a corporation organised under the laws of Delaware, having its registered office at 874 Walker Road, Suite C, City of Dover, County of Kent, State of Delaware 19904, whose registered agent is United Corporate Services Inc., (MBCC) (the Belgian Receivables Assignment Agreement), the Purchaser shall reassign such receivables to MBCC (it being understood that the Purchaser shall decide when such assignment



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shall first take place) and the Servicers (as defined herein) shall acknowledge hereby such reassignment in accordance with the terms of this Agreement.

(D)Once the referred reassignment takes place and is duly valid and binding, the Servicers will act as independent agents within their ordinary course of business on behalf of MBCC, for the benefit and in accordance with the instructions of MBCC as servicers to service and collect the trade receivables sold to the Purchaser under the Programme pursuant to the terms of this Agreement and onwardly reassigned to MBCC under the Belgian Receivables Assignment Agreement. By means of this Agreement, the Servicers hereby acknowledge such future reassignment without the need of any further formality and/or action from MBCC.

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

IT IS AGREED as follows:

1.Interpretation

1.1Definitions

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

1.2Interpretation

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

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

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

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

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

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

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

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

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



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

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

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

1.3Spanish terms

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

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

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

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

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

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

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

1.4Intentionally left blank

Intentionally left blank

2.Purchases

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



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(i)exist or will exist, and in respect of which such Originator or any Servicer has issued or will issue an Invoice;

(ii)are identified by such Originator as Eligible Receivables; and

(iii)have not been previously acquired by the Purchaser,

in each case subject to the terms and conditions set out in this Agreement and in accordance with:

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

(ii)German law, in respect of the Receivables and future Receivables sold, transferred and assigned or to be sold, transferred and assigned by the German Originator (as legal and beneficial owner (rechtlicher und wirtschaftlicher Eigentümer)),

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

(b)Subject to the provisions of this Agreement, the Purchaser hereby accepts the initial sale, transfer and assignment on the First Purchase Date and all such successive sales, transfers and assignments on each Purchase Date thereafter. The German Originator waives the receipt (Zugang) of the acceptance in accordance with Section 151 of the German Civil Code (BGB) on each Purchase Date following the first Purchase Date.

3.Terms and Conditions Governing Purchases

3.1General principles underlying the purchases

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

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

3.2Purchase of the Initial Originator Portfolio

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

(b)The obligation of the Purchaser to buy the Initial Originator Portfolio from (i) each Originator (other than the US Originator) is subject to the receipt by the Purchaser of all of the documents and other evidence listed in Schedule 3 (Conditions Precedent to the Purchaser’s obligation to buy) to the satisfaction of or waiver by, the Purchaser and (ii) the US Originator is subject to the receipt by the Purchaser of all of the documents and



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other evidence listed in Schedule 2 of the Amendment Agreement to the satisfaction of or waiver by, the Purchaser. The Purchaser shall notify the Transaction Administrator and the Servicers promptly upon being so satisfied, such date, the Conditions Precedent Delivery Date.

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

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

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

3.3Purchases of Receivables other than the Initial Originator Portfolio

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

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

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

3.4No joint and several liability of the Originators and the Servicers

The obligations of each Originator and each Servicer under the Transaction Documents to which it is a party are several, and not joint and several. Failure by an Originator or a Servicer to perform its obligations under the Transaction Documents to which is it a party does not affect the obligations or the liability of any other Originator or Servicer. An Originator or a Servicer is not



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responsible for the performance of the obligations of any other Originator or Servicer under the Transaction Documents to which is it a party.

4.Consequences of the Purchases

4.1Sale

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

(b)The Purchaser shall be entitled to sell, assign or transfer, wholly or partially, its rights, interest in or title to the Purchased Receivables (in particular (but not limited to) pursuant to the Belgian Receivables Assignment Agreement) without any requirement for the consent of any of the Originators, Servicers or Obligors. Following such a sale, assignment or transfer, each of the Transaction Administrator, the Originators and the Servicers agrees that any assignee or transferee of all or any of the Purchased Receivables hereunder shall have all of the rights and benefits and be bound by all of the obligations and duties in respect of the Purchased Receivables so assigned or transferred as if the term ‘Purchaser’ explicitly refers to such assignees or transferees, and no such assignment shall in any way impair the rights or the benefits of the Purchaser from time to time hereunder.

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

(d)Notwithstanding any other provision of this Agreement, the Purchaser shall bear the credit risk allocated to the debtor of each Receivable sold, transferred and assigned to the Purchaser pursuant to this Agreement.

4.2US Security Interest

(a)If, notwithstanding the intent of the parties stated in Clause 4.1(a), the sale, assignment and transfer of any Purchased Receivables transferred by the US Originator to the Purchaser hereunder is not treated as a sale for all purposes (except under United States federal, and applicable state and local tax law), then such sale, assignment and transfer of such Purchased Receivables shall be treated as the grant of a security interest by the US Originator to the Transaction Administrator (for the benefit of the Purchaser) to secure the payment and performance of all the US Originator’s obligations to the Transaction Administrator and the Purchaser hereunder and under the other Transaction Documents. Therefore, as security for the performance by the US Originator of all the terms, covenants and agreements on the part of the US Originator to be performed under this Agreement or any other Transaction Document, the US Originator hereby grants to the Transaction Administrator for its benefit and the benefit of the Purchaser, a continuing security interest



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in, all of the US Originators right, title and interest in, to and under (collectively, the US Support Assets) (i) all of the Purchased Receivables transferred by the US Originator to the Purchaser, whether now or hereafter owned, existing or arising, (ii) all Associated Rights with respect to such Purchased Receivables, (iii) all Collections with respect to such Purchased Receivables, (iv) the Dedicated Collection Account owned by the US Originator and all amounts on deposit therein, (v) all rights (but none of the obligations) of the US Originator under the Receivable Sale and Contribution Agreement, (vi) all other personal and fixture property or assets of the US Originator of every kind and nature, including all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing.

(b)The Transaction Administrator (for the benefit of itself and the Purchaser) shall have, with respect to all the US Support Assets, and in addition to all the other rights and remedies available to the Transaction Administrator (for the benefit of itself and the Purchaser), all the rights and remedies of a secured party under any applicable UCC. The US Originator hereby authorizes the Transaction Administrator to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement.

4.3Ineligible Receivables for Purchase

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

(b)If a Party only becomes aware of the ineligibility of one or more Ineligible Receivables for Purchase referred to in paragraph (a) above after they have been taken into account to determine the Purchase Price in accordance with Clause 5 (Purchase Price), an amount corresponding to (i) the Purchase Price in the Eligible Currency of funding of such Ineligible Receivable for Purchase that has been paid erroneously for such Ineligible Receivable for Purchase, plus (ii) the amount of all costs, fees, taxes (except to the extent such taxes are Excluded Taxes or are refundable or creditable upon a retransfer of such Ineligible Receivables for Purchase) and expenses and liabilities incurred by the Purchaser in connection with the purchase, the holding and re-transfer of such Ineligible Receivables for Purchase, shall be credited in favour of the Purchaser to the relevant Ledger corresponding to such Eligible Currency in accordance with Clause 9 (Ledgers). If at the time of such credit, any Collections in relation to such Ineligible Receivables for Purchase have been credited in favour of the Purchaser to such Ledger, an amount equal to such Collections will be credited to such Ledger in favour of the relevant Servicer for further credit to the relevant Originator on the immediately following Settlement Date.

(c)Upon, and subject to, the full payment of the amounts as set out in this Clause 4.3, the Purchaser shall simultaneously resell, re-assign and re‑transfer the relevant Ineligible Receivables for Purchase to the relevant Originator. Such Originator agrees to repurchase such Ineligible Receivables for Purchase on such Settlement Date or on such other date as may be agreed between the Parties. The Purchaser shall perform such steps and deliver



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such documents as may be reasonably necessary to give effect to any such re-sales, re-assignments and re-transfers to such Originator. Such reassignment is subject to (i) the Purchaser repurchasing the relevant Ineligible Receivables from MBCC pursuant to the Belgian Receivables Assignment Agreement and (ii) the relevant Originator reimbursing the costs and expenses (other than Excluded Taxes) of such repurchase from MBCC.

4.4U.S. Tax Treatment.

(a)It is the intention of the Parties to this Agreement that, for purposes of U.S. federal income tax and state and local taxes measured by net income, each sale, assignment and transfer of Purchased Receivables by the US Originator will be treated as a loan from the Purchaser (or its assignee) to the US Originator (or, if the US Originator is disregarded as separate from Ferro US for U.S. income tax purposes, Ferro US) under applicable tax laws (it being understood that all payments to the Purchaser (or its assignee), in its capacity as such, of Costs under this Agreement or the other Transaction Documents shall be deemed to constitute interest payments or other payments in connection with such loan), and none of the Parties (or their assignees) shall take any position inconsistent therewith for such tax purposes, unless otherwise required by applicable laws as confirmed in the opinion of nationally recognized tax counsel and the person taking any such inconsistent position provides written advance notice to the other affected Parties of such change in position, it being understood that the Parties to this Agreement will otherwise defend in good faith such agreed-upon position prior to such change in position.

(b)The Parties to this Agreement agree to treat each sale, assignment and transfer of Purchased Receivables by the US Originator, for purposes of U.S. federal income tax and state and local taxes measured by net income, and for state and local sales and other transactional tax purposes, as creating indebtedness of the US Originator (or, if the US Originator is disregarded as separate from Ferro US for U.S. income tax purposes, Ferro US) secured by the US Support Assets. Accordingly, the US Originator (or, if applicable, Ferro US), rather than the Transaction Administrator, the Purchaser (or its assignee) or any other affected Party, shall be entitled to and shall retain the benefit of (1) any bad debt deduction for written-off receivables for purposes of U.S. federal income tax and state and local taxes measured by net income and (2) any deduction, credit or refund with respect to state and local sales and other transactional taxes paid or collected and remitted to the appropriate Governmental Authority on written-off receivables. The provisions of this Agreement and all related Transaction Documents shall be construed to further these intentions of the parties.

5.Purchase Price

5.1General

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

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

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

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



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

5.2Initial Purchase Price and Global Initial Purchase Price

(a)In respect of the Initial Originator Portfolio

Each IPP in respect of the Receivables in the relevant Eligible Currency in the Initial Originator Portfolio is calculated by the Transaction Administrator as set out in Clause 3.2(d) and Schedule 5 (Purchase Price). Clause 5.2(b)(iv) applies mutatis mutandis.

(b)In respect of Receivables other than the Initial Originator Portfolio

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

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

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

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

5.3Global Deferred Purchase Price

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

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

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

(d)No interest will be paid by the Purchaser on the GDPP.

6.Services

6.1Appointment of Servicer

(a)Subject to the conditions of this Agreement and until termination of a Servicer’s appointment pursuant to Clause 14.2(c), the Purchaser and MBCC (in respect of the Receivables assigned by the Purchaser to MBCC pursuant to the Belgian Receivables Assignment Agreement) hereby appoint:



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(i)the Spanish Servicer as its servicer in respect of the Receivables of the Spanish Originator, and hereby authorise the Spanish Servicer, acting as an independent agent within their ordinary course of business, to provide the Services on behalf of the Purchaser and MBCC;

(ii)the German Servicer as their servicer in respect of the Receivables of the German Originator, and hereby authorise the German Servicer, acting as independent agent within its ordinary course of business, to provide the Services on behalf of the Purchaser and MBCC; and

(iii)the US Servicer as their servicer in respect of the Receivables of the US Originator, and hereby authorise the US Servicer, acting as independent agent within its ordinary course of business, to provide the Services on behalf of the Purchaser and MBCC.

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

6.2General duties of the Servicers

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

(b)From (i) the Signing Date, with respect to each Servicer (other than the US Servicer, the German Servicer and Ferro Performance Pigments Spain S.L.U.), (ii) the First Restatement Date, with respect to the German Servicer and Ferro Performance Pigments Spain S.L.U., and (iii) the Second Restatement Date, with respect to the US Servicer, until the termination of its appointment in accordance with Clause 14.2(c), each Servicer shall, subject to the terms and conditions of this Agreement, have the full power, authority and right to do or cause to be done any and all things which the Servicer reasonably considers necessary, convenient or incidental to:

(i)the Services; or

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

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

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



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6.3Sub-delegation

(a)A Servicer shall not sub-contract or delegate the performance of any of its obligations under this Agreement without the prior written approval of the Purchaser (and such approval is not to be unreasonably withheld and/or delayed), save for (i) any sub-contracting or delegation to a person or entity within the Group and (ii) any Service the performance of which has been delegated by any Originator to Capgemini prior to, on or after (1) the Signing Date, with respect to each Originator (other than the US Originator, the German Originator and Ferro Performance Pigments Spain S.L.U.), (2) the First Restatement Date, with respect to the German Originator and Ferro Performance Pigments Spain S.L.U., and (3) the Second Restatement Date, with respect to the US Originator, if and for so long as Capgemini does not act in its own name in the performance of such Service. Each Servicer shall however be entitled (and required) to avail itself of duly licensed parties if required in compliance with the obligations included in this Agreement in connection with the performance of the Services hereunder.

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

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

6.4Servicing Fee

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

(i)0.25% per annum;

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

(iii)the number of days in the relevant Funding Period / 360.

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

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



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6.5Termination of appointment of a Servicer

(a)A Servicer may not terminate its appointment.

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

7.Repurchase Option

(a)After the Termination Date, the Originators (or the Servicers on behalf of the Originators) may, by sending a written notice not less than five Business Days before the requested repurchase date, request the Purchaser to sell all outstanding Purchased Receivables originating the Spanish Originator and/or the German Originators and/or US Originator at a fair market repurchase price plus any additional costs and taxes resulting from such sale, subject to (i) the Purchaser having repurchased the Global Portfolio from MBCC in accordance with the provisions of the Belgian Receivables Assignment Agreement under equivalent conditions; (ii) the Purchase Price in respect of such Purchased Receivables having been paid by the Purchaser to the relevant Originator; and (iii) the credit balance of each Ledger (taking into account the treatment of that repurchase price as a Collection) having been duly paid to the Purchaser at the latest at the Settlement Date prior to such repurchase.

(b)The Purchaser shall be free to accept or reject any request made pursuant to paragraph (a) above at its absolute discretion. The Purchaser shall notify the relevant Originator and Servicer of any decision made pursuant to paragraph (a) above not later than three Business Days after the receipt of the relevant request. Such purchase is subject to the Purchaser repurchasing the relevant Purchased Receivables from MBCC pursuant to the Belgian Receivables Assignment Agreement.

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

8.Waterfall

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

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

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



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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



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

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

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

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

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

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

9.Ledgers

9.1General

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

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

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

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

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



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

9.2Amounts to be booked in favour of the Purchaser (acting as the case may be on behalf of MBCC)

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

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

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

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

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

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

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

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

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



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

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

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

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

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

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

(ii)This amount will be deemed to be booked on the Ledger corresponding to such Eligible Currency on the day the Purchaser has exercised its rights in accordance with Clause 4.3.

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

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

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

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

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

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

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



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This amount will be deemed to be booked on the Ledger corresponding to such Eligible Currency on the day such Servicer acting on behalf of the relevant Originator or a court recognises that the Purchaser is entitled to this amount.

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

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

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

(h)Payment in such Eligible Currency made by the Purchaser

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

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

9.3Amounts to be booked in favour of the Originators and the Servicers

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

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

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

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

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

(c)The total amount in such Eligible Currency of the payment cancellations

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

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

(d)The Servicing Fees in such Eligible Currency payable to the Servicers



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

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

The amount due and denominated in such Eligible Currency will be deemed to be booked on the Ledger corresponding to such Eligible Currency on the day the Purchaser, or a court order, recognises that an Originator and/or a Servicer is entitled to such amount.

(f)Collections in such Eligible Currency in respect of Ineligible Receivables for Purchase

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

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

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

(h)Payments in such Eligible Currency made by the Originators

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

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

10.Settlement (PURCHASER ACTING AS THE CASE MAY Be ON BEHALF OF MBCC)

10.1Terms and conditions of intermediate closing of the Ledgers

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

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



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

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

10.2Terms and conditions governing payments

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

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

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

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

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

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

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

until the Business Day following receipt of full payment of the amounts due.

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

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



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11.Cash Sweep (purchaser acting as the case may be on behalf of mbcc)

11.1Cash Sweep to the Dedicated Collection Account

Each Servicer and/or Originator must ensure that the amount of Collections owed to it by any Eligible Obligor (or any obligor under or in connection with the Purchased Receivables) is credited into the relevant Dedicated Collection Account.

11.2Cash Sweep to the Purchaser

Subject to Clauses 14.2(b) and 15.3(a)(iii), each Servicer must send a Collections Report by electronic mail, no later than 10:00 a.m. CET on each Collections Testing Date to the Purchaser and the Transaction Administrator.

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

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

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

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

for the purpose of this Clause 11.2, Theoretical GIPP (or “ThGIPP”) is equal to Min (E.R.C.G. * (1-R); Maximum Programme Amount).

12.Representations

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

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

(ii)on each Purchase Date;

(iii)on each Transmission Date;



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(iv)on each Collections Testing Date; and

(v)on each Settlement Date.

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

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

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

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

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

13.Undertakings

Each Originator, each Servicer and the Performance Guarantor shall perform the undertakings and obligations applicable to it as set out in Schedule 8 (Undertakings) and elsewhere in this Agreement.

In addition, each of the Originators undertake that, so long as they remain subject, whether directly or indirectly, to the requirements of the Risk Retention Rules:

-in their capacity as Originators, will retain, on an ongoing basis, a material net economic interest of not less than 5% in the transaction contemplated under the Transaction Documents in accordance with Article 6 of 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 2017/2402 (the Securitisation Regulation) (the Risk Retention Rules);

-such material net economic interest has taken the form of retention of the Originator’s interest in accordance with Article 6.3 (d) of the CRR comprising the deferred purchase price (DPP) having an aggregate principal amount of not less than 5% of the nominal value of all relevant Receivables (the Retained Interest);

-the Retained Interest is not subject to any credit risk mitigation or any short positions or any other hedge, except to the extent permitted by the Risk Retention Rules;



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-it is compliant with the disclosure obligations imposed on originators under Article 7 of the CRR, subject to any requirement of applicable law or regulation; and

-it shall provide prompt written notice to the Purchaser of any breach of its obligations, or representations as the case may be under this Clause 13 (with respect to the Risk Retention Rules).

14.Credit Enhancements

14.1Credit Enhancement Events

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

14.2Consequences of a Credit Enhancement Event

On and at any time after the occurrence of a Credit Enhancement Event which is continuing, the Purchaser, may by notice to any Servicer:

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

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

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

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

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

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

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

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

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

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



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

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

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

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

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

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

15.Termination

15.1Termination Events

Each of the events or circumstances set out in Schedule 10 (Termination Events) is a Termination Event. On and at any time after the occurrence of a Termination Event which is continuing, the Purchaser, may by notice to the Servicers terminate the Programme.

15.2Termination Dates

(a)A Termination Date occurs on:

(i)the Scheduled Termination Date;

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

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

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

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

(b)Without prejudice to paragraph (c) below, the Parties will make a joint decision as to the renewal of the Programme at the latest on the Settlement Date falling one month prior to the Scheduled Termination Date (such a Scheduled Termination Date, a Renewal Date).



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If a renewal is agreed between the Parties by one calendar month prior to the Renewal Date, the Scheduled Termination Date shall not occur and the Programme shall remain in place for an additional period (a Renewal Period) starting on such Renewal Date (excluded) and ending on the date which falls 364 days after such Renewal Date (included). If a renewal is not agreed between the Parties in accordance with this Clause 15.2(b), the Programme will terminate at the earliest of the Scheduled Termination Date or the Settlement Date occurring at or immediately following the expiration of the last agreed Renewal Period.

(c)The Purchaser may terminate this Agreement, and each Originator may terminate this Agreement in respect of itself, by giving not less than 90 days prior written notice to all Originators or the Purchaser (as applicable) and to the Transaction Administrator. The Programme will terminate with respect to the Party having sent such notice on the Settlement Date falling after the expiration of such notice period. If an Originator terminates this Agreement pursuant to this paragraph (c), it shall within three Business Days of demand by the Purchaser, pay to the Purchaser the Break Costs. The Purchaser shall, as soon as reasonably practicable, provide a certificate confirming the amount of the Break Costs for any Calculation Period in which they accrue and which certificate, in the absence of manifest error, shall provide conclusive evidence of the amounts due and payable by the Originators and/or the Servicers under this paragraph.

15.3Consequences of a Termination Date

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

(i)any of the consequences of a Credit Enhancement Event will apply;

(ii)the Purchaser will cease to purchase Receivables and the Programme will terminate;

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

(iv)the Purchaser may enforce any Security under the Account Pledge Agreements in the manner provided for in the relevant Account Pledge Agreements;

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

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

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

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

16.Euro Area Risk

In the event the participating member states of the European Communities in accordance with the definition given in the article 119-2 of the European Union Treaty and in the Council Regulation (EC) No. 974/98 of 3 May 1998 on the introduction of the euro, cease to adopt the EUR as its currency or any (or several) of the participating member states of the European Communities in



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accordance with the definition given in the article 119-2 of the European Union Treaty and in the Council Regulation (EC) No. 974/98 of 3 May 1998 on the introduction of the euro, cease(s) to adopt the EUR as its (their) currency and such event has:

(a)an adverse effect on the collectability of any Purchased Receivable;

(b)a Material Adverse Effect; or

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

then, at the discretion of the Purchaser,

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

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

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

17.Survival of Clauses

The agreements and obligations of each Originator and Servicer contained in Clauses (21) (Other Indemnities), 22 (Limited Recourse), 24 (Communications), 30 (Confidentiality), 32 (Governing Law) and 33 (Jurisdiction) shall survive the termination of this Agreement and shall remain valid and binding for five years after the Termination Date.

18.Fees

18.1Structuring Fee

On the Signing Date, the Performance Guarantor paid to the Purchaser an upfront structuring fee equal to five basis points of the Maximum Programme Amount that was in place on the Signing Date.

18.2Administration Fee

On each Settlement Date, the Servicers, acting on behalf of the Originators, will pay the Transaction Administrator an administration fee in relation to its administrative tasks and duties performed during the Calculation Period prior to such Settlement Date equal to the product of:

(a)0.25% per annum;

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

(c)the number of days in the relevant Calculation Period / 360.

The Parties hereby agree that the amount due for the Administration Fee will be netted with the amount due for the Servicing Fee.



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18.3Funding Costs

Funding Costs shall accrue at the Purchaser's costs of funds and are equal to the product of:

(i)the CP Rate plus Applicable Margin;

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

(iii)the number of days in the relevant Funding Period / 360.

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

18.4Calculation

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

(b)The Costs are calculated for each Originator and Servicer separately.

18.5Payment

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

(b)The payment of the fees shall occur through the settlements according to the Waterfall and the Ledger allocations and shall be evidenced through the Calculation and Payment Report provided by the Purchaser or the Transaction Administrator, as the case may be, directly to the Performance Guarantor or the relevant Servicer, for the account of itself and the relevant Originator. The Purchaser or the Transaction Administrator, as the case may be, will supply the Servicers with reasonable details and justification of any such fees.

18.6Payment of Expenses

The Servicers and the Originators agree to pay on demand all reasonable costs and expenses that the Transaction Administrator, the Purchaser and MBCC incurred in connection with:

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

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



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(iii)the termination of the Programme.

19.Tax

19.1Tax Gross-Up; Certain Tax Matters

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

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

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

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

(e)Tax Reduction, Tax Form



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(i)If an Originator or Servicer becomes obliged to withhold, deduct or pay any Applicable Taxes or Other Applicable Taxes (including by reason of a gross-up or indemnity under this Clause 19.1) with respect to any amounts payable to the Purchaser, MBCC (as the case may be) or the Transaction Administrator under the Transaction Documents, the Purchaser, MBCC (as the case may be) and the Transaction Administrator shall timely deliver the required documentation to avoid the amount of such Applicable Taxes or Other Applicable Taxes, such as a tax residence certificate issued by the corresponding taxing authorities of the tax jurisdiction of the Purchaser and/or Transaction Administrator and/or, in the case of, MBCC (as the case may be), a tax residence certificate expressly stating that MBCC qualifies for the protection under the Treaty for the avoidance of Double Taxation ratified between Spain and the United States.

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

(A)IRS Form W-8BEN-E;

(B)IRS Form W-8ECI; or

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

(iii)Without limiting the generality of paragraph 19.1(e)(i), each of the Purchaser, MBCC and the Transaction Administrator shall deliver to the US Originator and the US Servicer, prior to the date the US Originator and the US Servicer become party to this Agreement and at the time or times thereafter prescribed by applicable law or requested by the US Originator or the US Servicer, executed copies of whichever of the following is applicable, in each case establishing a full exemption from U.S. federal withholding Tax with respect to any and all payments made under this Agreement and any of the Transaction Documents:

(A)IRS Form W-9;

(B)IRS Form W-8BEN-E;

(C)IRS Form W-8ECI; or

(D)IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS FormW-8BEN-E, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable, and any required withholding statement.

Provided that no Credit Enhancement Event has occurred and is continuing, all amounts payable under and pursuant to this Clause 19 (Tax) (by way of indemnity) shall be paid on the Settlement Date immediately following the date on which the Purchaser, MBCC (as the case may be) or the Transaction Administrator makes a written demand for such payment (or if the immediately following Settlement Date occurs less than ten Business Days after the date of such demand, the next following Settlement Date) provided that if after the date of such demand it is determined that the relevant Settlement Date contemplated in this paragraph 19.1 will not occur, the amounts contemplated in this



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paragraph 19.1 shall be paid no later than five Business Days after the date of such determination. If a Credit Enhancement Event has occurred and is continuing, all amounts payable under and pursuant to this Clause 19 (Tax) shall become immediately due and payable upon demand of the Purchaser, MBCC (as the case may be) or the Transaction Administrator.

19.2VAT Refund

Each Originator and Servicer shall take any reasonable action, if requested in writing and legally permitted, to assist in collecting any VAT refund (in any manner, including set-off or compensation against any other applicable taxes to the Originator and Servicer) for the benefit of the Purchaser following credit losses on a Purchased Receivable as a result of the Insolvency of an Obligor, including, but not limited to, (i) repurchasing the relevant Purchased Receivable at a price equal to any VAT refund available for collection and any amounts recoverable from the relevant Obligor (if any), (ii) judicially claiming against the relevant Obligor, (iii) taking the legally required steps under the applicable VAT regulations to request the refund of the corresponding VAT from the taxing authorities and (iv) pay such purchase price upon and to the extent of receipt of VAT refund and any amounts recovered from the Obligor.

19.3FATCA Deduction

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

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

19.4FATCA Information

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

(i)confirm to that other Party whether it is:

(A)a FATCA Exempt Party; or

(B)not a FATCA Exempt Party;

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

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

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

(i)any law or regulation;

(ii)any fiduciary duty; or



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(iii)any duty of confidentiality.

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

20.Increased Costs

20.1Increased Costs

(a)Subject to Clause 20.3 (Exceptions), each Originator and Servicer shall, within three Business Days of a demand by the Purchaser, pay the amount of any Increased Costs incurred or suffered by the Purchaser, by MBCC, by any MBCC Liquidity Banks any of their Affiliates (the Relevant Beneficiaries) as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the Second Restatement Date; or (iii) the implementation or application of, or compliance with Basel III or CRD IV or any other law or regulation that implements or applies Basel III or CRD IV (whether such implementation, application or compliance is by a government, regulator or Relevant Beneficiary), it being understood that upon receipt of such a demand by the Purchaser for Increased Costs related to MBCC, each Originator and Servicer will be entitled to terminate this Agreement without notice.

(b)In this Agreement:

(i)Increased Costs means:

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

(B)an additional or increased cost; or

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

which is incurred or suffered by the Relevant Beneficiary to the extent that it is attributable to such Relevant Beneficiary, as the case may be, having entered into a commitment in respect of any Transaction Document or funding or performing its obligations hereunder or thereunder or awarded against or incurred by the respective Originator or Servicer in respect of the payment of the Collections.

(ii)Basel III means:

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

(B)the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss



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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".

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

20.2Increased cost claims

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

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

20.3Exceptions

Clause 20.1 (Increased Costs) does not apply to the extent any Increased Cost is:

(a)attributable to an Excluded Tax;

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

(c)attributable to a FATCA Deduction required to be made by a Party;

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

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

21.Other Indemnities

21.1Currency Indemnity

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

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

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

such Originator or Servicer, as the case may be, shall as an independent obligation, within three Business Days of demand, indemnify the Purchaser or the Transaction Administrator to whom that Sum is due against any cost, loss or liability arising out of or as a result of



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the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

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

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

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

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

21.2Indemnities by the Originators and the Servicers

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

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

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

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

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

(iv)any Excluded Taxes.



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22.Limited Recourse

22.1Limited recourse

(a)The Purchaser hereby agrees that, notwithstanding any other provision of any Transaction Document, all obligations of each Originator to the Purchaser or MBCC, as the case may be, in respect of any Purchased Receivables are limited in recourse to an amount equal to the Instalment of GDPP in respect of such Purchased Receivables. If:

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

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

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

then the Purchaser or MBCC, as the case may be, shall have no further claim (other than a claim for the payment of any Instalment of the GDPP) against the Originators in respect of any amounts owing to it which remain unpaid and such unpaid amounts shall be deemed to be discharged in full and any relevant payment rights shall be deemed to cease. In no circumstances, however, will the Purchaser or MBCC, as the case be, be liable to pay any Instalment of GDPP as an independent liability, since the Purchaser's liability towards the Originators under the Transaction Documents is limited to the net balance on the Ledgers as specified in Clause 10 (Settlement). For the avoidance of doubt, each GDPP does not represent a liability of the Purchaser or MBCC, as the case may be, other than to the extent of each Instalment of GDPP payable pursuant to Clauses 8 (Waterfall), 9 (Ledgers) and 10 (Settlement).

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

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

(d)For the avoidance of doubt, the parties hereto agree that, notwithstanding anything to the contrary in this Agreement or any of the other Transaction Documents, no European Originator or Servicer shall have liability with respect to any "obligations", within the meaning of Section 956(c) of the Code, of Ferro US, the US Originator or the US Servicer, nor shall the Receivables of any European Originator or Servicer serve as recourse or security for the obligations of Ferro US, the US Originator or the US Servicer.

22.2Non-Petition

Each Originator and Servicer, and the Transaction Administrator, each agree that it shall not otherwise take or pursue any proceedings or actions, against the Purchaser, MBCC or their assets, or exercise any other right or remedy that it might otherwise have against the Purchaser, MBCC or their assets, other than in respect of the amounts available to be applied in accordance with the



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order of priorities specified in Clause 8 (Waterfall) for repayment of any obligations owing to it by the Purchaser under this Agreement.

22.3No recourse against stockholders

No recourse under any obligation, covenant or agreement of the Purchaser, MBCC or the Transaction Administrator as contained in this Agreement shall be made against any incorporator, stockholder, affiliate, officer, employee or director of the Purchaser, MBCC or the Transaction Administrator, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise, it being expressly agreed and understood that the agreements of the Purchaser, MBCC or the Transaction Administrator contained in this Agreement are solely the corporate obligations of the Purchaser, MBCC or the Transaction Administrator, as the case may be, and that no personal liability whatsoever shall attach to or be incurred by the incorporators, stockholders, affiliates, officers, employees or directors of the Purchaser, MBCC or the Transaction Administrator, as the case may be, or any of them, under or by reason of any of the respective obligations, covenants or agreements of the Purchaser, MBCC or the Transaction Administrator, as the case may be, contained in this Agreement, or implied therefrom, and that any and all personal liability of every such incorporator, stockholder, affiliate, officer, employee or director of the Purchaser, MBCC or the Transaction Administrator, as the case may be, for non-tortious breaches by the Purchaser, MBCC or the Transaction Administrator, as the case may be, of any such obligation, covenant or agreement, whether such liability arises by statute or constitution or otherwise, is hereby expressly waived as a condition of and in consideration of the execution of this Agreement.

23.Role of the Transaction Administrator

23.1Appointment of the Transaction Administrator

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

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

23.2Duties of the Transaction Administrator

(a)The Transaction Administrator will:

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

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

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



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

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

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

23.3No fiduciary duties

Nothing in any Transaction Document constitutes the Transaction Administrator as a trustee or fiduciary of any other person. The Transaction Administrator does not assume, nor shall it be deemed to have assumed, any duty of care (other than in relation to any of its obligations under Clause 3.2(d), Clause 3.3(b), Clause 8 (Waterfall), Clause 9 (Ledgers) and Clause 10 (Settlement) or relationship of trust or agency with any Party.

23.4Rights and discretions

(a)The Transaction Administrator may:

(i)rely on:

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

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

(ii)rely on a certificate from any person:

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

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

as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.

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

(i)no Credit Enhancement Event or Termination Event has occurred; and

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



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

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

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

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

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

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

23.5Responsibility for documentation

The Transaction Administrator is not responsible or liable for:

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

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

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

23.6No duty to monitor

The Transaction Administrator shall not be bound to enquire:



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

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

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

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

(e)whether any other event specified in any Transaction Document has occurred.

23.7Exclusion of liability

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

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

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

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

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



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

23.8Resignation of the Transaction Administrator

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

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

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

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

(e)The Transaction Administrator's resignation notice shall only take effect upon the appointment of a successor.

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

24.Communications

24.1Communications in writing

Any communication to be made under or in connection with this Agreement shall be made in writing and, unless otherwise stated, may be made by letter or email.

24.2Addresses

The address (and the department or officer, if any, for whose attention the communication is to be made) and email address of each Party for any communication or document to be made or delivered under or in connection with this Agreement is:



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(a)in the case of the Originators and the Servicers:

Attention: Ferro Performance Pigments Spain, S.L.U./Ferro GmbH

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

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

(b)in the case of the Performance Guarantor:

Attention: Ferro Corporation – Richard A. Shuttie

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

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

(c)in the case of the Purchaser:

Attention:ING Belgium SA / NV

Matthias De Smijter / John Pierard

Address:Avenue Marnix 24, 1000 Brussels, Belgium

Email:matthias.de.smijter@ing.com; john.pierard@ing.com; be-wcs-tmm@ing.be

(d)in the case of the Transaction Administrator:

Attention:ING Belgium SA / NV

Matthias De Smijter / John Pierard

Address:Avenue Marnix 24, 1000 Brussels, Belgium

Email:matthias.de.smijter@ing.com; john.pierard@ing.com; be-wcs-tmm@ing.be

Certified email address (PEC): ing.bank@legalmail.it

or any substitute address, email address or department or officer as the Party may notify to the Transaction Administrator (or the Transaction Administrator may notify to the other Parties, if a change is made by the Transaction Administrator) by not less than five Business Days' notice.

24.3Delivery

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

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



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

and, if a particular department or officer is specified as part of its address details provided under Clause 24.2 (Addresses), if addressed to that department or officer.

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

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

24.4Notification of address change

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

24.5Electronic communication

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

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

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

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

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

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

24.6English language

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

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

(i)in English; or

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



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

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

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

25.Partial Invalidity

If, at any time, any provision of a Transaction Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

26.Remedies and Waivers

No failure to exercise, nor any delay in exercising, on the part of any Party, any right or remedy under a Transaction Document shall operate as a waiver of any such right or remedy or constitute an election to affirm any Transaction Document. No election to affirm any Transaction Document on the part of any Party shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in each Transaction Document are cumulative and not exclusive of any rights or remedies provided by law.

27.Originators’ Agent

(a)By its execution of this Agreement or an Accession Letter, the Spanish Originator irrevocably appoints the Spanish Servicer (acting through one or more authorised signatories) to act in its name and on its behalf as its agent in relation to the Transaction Documents, the German Originator irrevocably appoints the German Servicer (acting through one or more authorised signatories) to act in its name and on behalf of its agent in relation to the Transaction Documents, releasing the German Servicer from all restrictions under Section 181 of the German Civil Code (BGB), the US Originator irrevocably appoints the US Servicer (acting through one or more authorised signatories) to act in its name and on its behalf in relation to the Transaction Documents, in each case pursuant to the terms of a power of attorney or mandate (mandaat/mandat and in respect of the German Servicer, Auftrag) that each Originator hereby expressly grants to the relevant Servicer and which the relevant Servicer accepts, as acknowledged by all Parties, and irrevocably each authorises:

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

(ii)the Servicer to fulfil, execute and send to the Purchaser, the Transaction Administrator and MBCC any documents to be filled out, executed and/or sent by



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such Originator in connection with the Transaction Documents and any other transfer agreement that would be required or useful to transfer ownership of, or to identify, the relevant Purchased Receivables under this Agreement;

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

(iv)the Purchaser, the Transaction Administrator and MBCC to give any notice, demand, report, document or other communication to such Originator pursuant to the Transaction Documents to such Servicer,

and in each case each Originator shall be bound as though such Originator itself had given the notices and instructions or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

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

(c)The power of attorney or mandate (mandaat/mandat and in respect of the German Servicer, Auftrag) of a Servicer granted pursuant to Clause 27(a) above shall be irrevocable and may only be terminated:

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

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

(iii)upon termination of this Agreement.

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

28.Amendments

(a)No amendment to this Agreement will be effective unless made in writing and signed by the Purchaser, the Transaction Administrator, MBCC and the Originators or Servicers affected thereby.

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

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

(d)If a Screen Rate Replacement Event occurs the Purchaser, MBCC and the Originators may agree such amendments to the Transaction Documents as may be required to (i) provide for and align the Transaction Documents to the use of a Replacement Base Rate for the calculation of interest under this Agreement, (ii) provide for appropriate fall-back



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provisions for the Replacement Base Rate and (iii) adjust the pricing to reduce or mitigate the transfer of economic value from one party to another as a result of the application of the Replacement Base Rate.

(e)If a Disruption Event occurs in relation to a Programme for any interest period, then the rate of interest for the interest period shall be the percentage rate per annum which is the sum of the Applicable Margin and the Purchaser’s cost of funds.

29.Assignments

29.1Assignments and transfers by the Originators, the Performance Guarantor or the Servicers

None of the Originators, the Performance Guarantor or the Servicers shall be entitled to assign or transfer all or any of its rights or obligations under the Transaction Documents at any time except with the prior written consent of the Purchaser and MBCC.

29.2Assignments by the Purchaser

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

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

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

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

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



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29.3Additional Originators

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

(i)the Purchaser approves the addition of that Subsidiary;

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

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

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

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

30.Confidentiality

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

(b)This provision shall not prevent:

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

(ii)the Purchaser from transmitting such information to any Person (including MBCC and/or the MBCC Liquidity Bank) who will provide or will undertake to provide directly or indirectly funds and/or cover the risks linked or related to this Programme to the Purchaser or any agent appointed by the Purchaser, provided that the Purchaser undertakes that such Person shall be bound to treat such information as confidential under the same terms and subject to the same conditions as provided for in the Transaction Documents;

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

(iv)the Purchaser or the Transaction Administrator from transmitting such information to any person who will provide or will undertake to provide directly or indirectly funds to the Purchaser or any agent appointed by the Purchaser or the Transaction Administrator, provided that the Purchaser and the Transaction Administrator undertake that such person shall be bound to treat such information



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as confidential under the same terms and subject to the same conditions as provided for in the Transaction Documents;

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

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

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

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

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

(c)Notwithstanding anything to the contrary contained herein or in any of the other Transaction Documents, each of the Parties acknowledges and agrees that MBCC and/or any agent, administrator and/or arranger in relation to its commercial paper program may post to a secured password protected internet site maintained by MBCC and/or any such agent, administrator or arranger and required by any rating agency rating the MBCC Notes in connection with Rule 17g-5 promulgated under the U.S. Securities and Exchange Act of 1934, as amended, the following information (i) the Transaction Documents and any other documents relating to the funding provided by MBCC with respect to this Agreement, and (ii) such other information as may be requested by such rating agency; provided that MBCC and/or any such agent, administrator or arranger shall take such actions as are necessary to maintain the confidential nature of the documents and information so posted (it being understood that any rating agency viewing the posted information on such website shall not constitute a breach of such proviso so long as it is informed of the confidential nature of such information on such website or otherwise by MBCC and/or any such agent, administrator or arranger prior to or concurrently with making such information available.

31.Counterparts

This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

32.Governing Law

(a)Except as set forth in this Clause 32, this Agreement, any non-contractual obligations arising out of or in connection with it, and each sale and transfer (cessie/cession) of



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Eligible Receivables by an Originator to the Purchaser shall be governed by, and construed in accordance with, the laws of Belgium.

(b)The assignments made pursuant to Clause 2 (a) (iii) of this Agreement shall be governed by, and construed in accordance with, the laws of Germany.

(c)Clause 4.2 (US Security Interest) shall be governed by, and construed in accordance with, the laws of the State of New York.

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

33.Jurisdiction

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

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

(c)This Clause is for the benefit of the Purchaser and MBCC only. As a result, the Purchaser shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Purchaser may take concurrent proceedings in any number of jurisdictions. In particular (i) the courts of Frankfurt/Main, Germany shall have non-exclusive jurisdiction in any dispute arising in respect of assignments made pursuant to Clause 2(a) above and (ii) the courts of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of State of New York sitting in the Borough of Manhattan) ), and any appellate court from any thereof shall have non-exclusive jurisdiction in any dispute arising in respect of any security interest created pursuant to Clause 4.2 (US Security Interest).

34.No Proceedings.

Each of the Servicer, the Transaction Administrator and the Purchaser, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the US Originator any insolvency proceeding until one year and one day after the Final Payment Date (as defined in the Receivables Sale and Contribution Agreement); provided, that the Transaction Administrator may take any such action in its sole discretion following the occurrence and during the continuance of Termination Event. The provisions of this Clause 34 shall survive any termination of this Agreement.

THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.



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Schedule 1

Definitions

Accession Letter means a document substantially in the form set out in Schedule 7 (Form of Accession Letter).

Account Pledge Agreement means any of the agreements entered into or to be entered into by any Originator and the Purchaser (or, if relevant, Transaction Administrator) according to which such Originator grants Security over one or more relevant Dedicated Collection Accounts for the benefit of the Purchaser (or, if relevant, Transaction Administrator) in form and substance satisfactory to the Purchaser.

Additional Originator means a Subsidiary of the Performance Guarantor which accedes to this Agreement as an Originator, in accordance with Clause 29.3 (Additional Originators).

Additional Spanish Purchase Agreement means each purchase agreement formalized through Spanish Public Document to be executed from time to time by the Spanish Originator, the Spanish Servicer, the Purchaser and the Transaction Administrator in respect to each Additional Spanish Originator Portfolio substantially in the form provided in Part 2 of Schedule 12 (Form of Transfer Documents).

Administration Fee means the administration fee referred to in Clause 18.2.

Administration Fee Rate has the meaning set out in Part 1 (Calculation of the Purchase Price) of Schedule 5 (Purchase Price).

Affiliate means, in relation to any entity, a Subsidiary of that entity or a Holding Company of that entity or any other Subsidiary of that Holding Company.

Agreement means this receivables purchase and servicing agreement, including its annexes and schedules.

Amendment Agreement means the amendment agreement dated 20 July 2020 among Ferro Performance Pigments Spain, S.L.U. (as Spanish Originator and Spanish Servicer), Ferro GmbH (as German Originator and German Servicer, Ferro Receivables LLC (as US Originator), Ferro Corporation (as US Servicer and as Performance Guarantor) and ING Belgique SA/NV (as Purchaser).

Applicable Currency Stress Factor has the meaning given to it in Schedule 5, Part 2 (Calculation Specificities and Applied Parameters for the Calculation of the Purchase Price).

Applicable Margin means 90bps.

Applicable Taxes has the meaning given to it in Clause 19.1(a).

Applied Parameters has the meaning ascribed to such term in Part 2 of Schedule 5 (Purchase Price).

Associated Rights means, with respect to any Receivable, all of the relevant Originator's and Ferro US’s rights (including accessory rights and ancillary rights), privileges, interests, benefits and claims of any nature whatsoever relating to that Receivable under the Contract (including any indemnity rights and any late payment interest that may be due), all of the Originator's and Ferro US’s interests in any merchandise (including returned merchandise) relating to any sale giving rise to such Receivable, all guarantees, insurance or other agreements or arrangements of whatever character supporting or securing payment of such Receivables, including without limitation any accessories and any Security related thereto which pass to the Purchaser by virtue of any applicable laws (including article 1692 of the Belgian Civil Code and article 1528 of the Spanish Civil Code, as applicable).

Authorisation means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.



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Available Amount has the meaning given to it in Part 1 of Schedule 5 (Purchase Price).

Backup Servicer means any person appointed as backup servicer from time to time.

Backup Servicing Agreement means the backup servicing agreement to be entered into as the case may be between any Servicer, the Purchaser, the Transaction Administrator and/or MBCC relating to the provision of back-up collection and servicing in relation to the Purchased Receivables, in form and substance satisfactory to the Purchaser.

Backup Servicing Costs means any costs in relation to any Backup Servicer as calculated and due and payable in accordance with the Backup Servicing Agreement.

Base Rate means:

(a)with respect to EUR, EURIBOR (one month);

(b)with respect to any other Eligible Currency, LIBOR (one month),

in each case, as fixed at the relevant Calculation Date, or if a Replacement Base Rate has been agreed in accordance with Clause 28 such Replacement Base Rate.

Blocking Law means: (a) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union or the United Kingdom); (b) section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung); or (c) any similar blocking or anti-boycott law in Belgium.

Break Costs means the amount (if any) of break costs incurred by the Purchaser as a result of the termination of the Agreement by an Originator pursuant to Clause 15.2(c) of the Agreement.

Business Day means a day (other than a Saturday or a Sunday) on which the commercial banks are generally open for business in Belgium, The Netherlands, Spain and the United States of America, which is a Target Day.

Calculation and Payment Report means the report substantially in the form as set out in Schedule 5Part 3 of Schedule 5 (Purchase Price).

Calculation Date means the Business Day falling four Business Days prior to the relevant Settlement Date.

Calculation Period means, in respect of a Settlement Date, the period starting from a Cut-off Date (excluded) to the Cut-off Date thereafter (included).

Calculation Specificities has the meaning ascribed to such term in Part 2 of Schedule 5 (Purchase Price).

Change of Control means any Originator ceasing to be a Subsidiary of the Performance Guarantor.

Collections means, with respect to any Purchased Receivable, all cash proceeds, set off, other cash proceeds or other amounts received or recovered in respect thereof, including, without limitation, any payments made on any bill of exchange, promissory note or other negotiable instrument issued in respect of such Purchased Receivable to any holder thereof (whether or not issued in breach of any provisions of the Agreement), all cash proceeds from enforcement of security with respect to such Purchased Receivable, and, as applicable, all recoveries of VAT (in any form, including set-off or compensation) from any relevant tax authority relating to any unpaid Purchased Receivable.

Collections Report means a report prepared by a Servicer substantially in the form of Schedule 20 (Collections Report).



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Collections Testing Date means:

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

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

Collections Testing Period means the period starting on a Collections Testing Date (excluded) to the Collections Testing Date thereafter (included).

Collections Transfer Dates means:

(a)any Settlement Date;

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

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

Compliance Certificate means a certificate substantially in the form set out in Schedule 18 (Form of Compliance Certificate).

Contract means any agreement or document between the relevant Originator or Ferro US, as applicable, and the relevant Obligor out of which a Receivable arises.

Contractual Dilution means, with respect to any Purchased Receivable, allowed reductions for such Purchased Receivable known as of the relevant Purchase Date, contractually limited and applying at the time that such Purchased Receivable arises.

Contractual Payment Term means the difference expressed as a number of days from the date of origination of the relevant Purchased Receivable by the relevant Originator or Ferro US, as applicable, to the original stated due-date of such Purchased Receivable.

Costs means the sum of:

(a)the Structuring Fee;

(b)the Funding Costs;

(c)the Administration Fee;

(d)the Due Diligence Fees;

(e)the Servicing Fees; and

(f)the Backup Servicing Costs (if any).

CP Rate means, in respect of any Funding Period, the rate determined by or on behalf of MBCC to be equivalent to the sum of (i) the rate (or if more than one rate, the weighted average of the rates) at which commercial paper issued by MBCC to fund and maintain the funding of the transactions as contemplated by this Agreement has been sold by any placement agent or commercial paper dealer selected by MBCC, as agreed between each such dealer or agent and MBCC, expressed as an interest-bearing equivalent rate



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per annum plus (ii) to the extent not included in paragraph (i) above, the applicable per annum fees of the relevant placement agent or commercial paper dealer in respect of such commercial paper; plus (iii) (without duplication of any other costs covered by this definition) the cost to MBCC of any discount, interest or similar cost incurred as a result of entering into and/or incurring and maintaining any indebtedness under any funding document of MBCC relating to the transactions to which this Agreement relates during such Funding Period; plus (iv) the cost to MBCC in respect of any discount or interest incurred as a result of entering into and/or incurring or maintaining the due proportion of any indebtedness under any programme enhancement agreement during such Funding Period; plus (v) the cost to MBCC of entering into any interest rate or foreign exchange transactions to fund the transactions relating to this Agreement.

Credit Agreement means the Credit Agreement dated 14 February 2017 entered into between, among others, the Performance Guarantor (as Company), subsidiaries thereof (as Borrowers), several banks and financial institutions (as Lenders), PNC Bank, National Association (as Administrative Agent and Collateral Agent) and Deutsche Bank AG New York Branch (as Syndication Agent), as amended on 25 April 2018.

Credit and Collection Policy means any policy as attached in Schedule 11 (Credit and Collection Policies).

Credit Enhancement Event has the meaning ascribed to such term in Schedule 9 (Credit Enhancement Events).

Cut-off Date means:

(a)the last calendar day of any calendar month; and

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

Days Sales Outstanding has the meaning set out in Part 1 of Schedule 5 (Purchase Price).

Dedicated Collection Account means:

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

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

Dedicated Collection Account Bank means any credit institution where a Dedicated Collection Account is held and that (i) meets the Dedicated Collection Account Required Rating Condition or (ii) is a member of the ING Group.

Dedicated Collection Account Bank Required Ratings means BBB- by Standard & Poor's, Baa3 (by Moody's) and BBB- (by Fitch).

Dedicated Collection Account Required Rating Condition means, with respect to a Dedicated Collection Account Bank, that the long term senior unsecured obligations of such Dedicated Collection Account Bank have at least one of the Dedicated Collection Account Bank Required Ratings.

Deemed Collection has the meaning given to it in Clause 9.2(b).



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Defaulted Receivable means a Receivable:

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

(b)that has become a Written-off Receivable;

(c)of which the Obligor has become Insolvent.

Default Reserve Rate has the meaning set out in Schedule 5 (Calculation of the Purchase Price).

Delinquent Receivable means a Receivable of which all or part of the Outstanding Nominal Value remains unpaid past its due date for more than 60 days.

Dilution means, in respect of any Receivable, the sum of any Contractual Dilution and any Non‑contractual Dilution.

Dilution Reserve Floor has the meaning set out in Part 1 of Schedule 5 (Purchase Price).

Dilution Reserve Rate has the meaning set out in Part 1 of Schedule 5 (Purchase Price).

Dispute has the meaning given to it in Clause 33(a).

Disruption Event means either or both of:

(a)a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for a payment to be made in connection with the Transaction Documents which disruption is not caused by, and is beyond the control of, any of the Parties or a Screen Rate Replacement Event has occurred and this Agreement has not been amended pursuant to Clause 28; or

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

(i)from performing its payment obligations under the Transaction Documents; or

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

and which (in either case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

Due Diligence has the meaning ascribed to such term in paragraph 4.9 (Due diligence) of Schedule 8 (Undertakings).

Due Diligence Fees means the fees corresponding to the task and duties performed during a Due Diligence, being:

(a)an aggregate annual amount of EUR 10,700 in respect of one or more Originators (including the Spanish Originator and/or any Additional Originator) if and for so long as all their data that is subject to review in the course of a Due Diligence remains centralized in one single place; and/or

(b)an annual amount of EUR 10,700 in respect of any Originator (including the Spanish Originator and/or any Additional Originator) of which the data that is subject to review in the course of a Due Diligence is not centralized at the same place as the data of one or more other Originators.



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Eligibility Criteria for Purchase means the criteria specified in Part 1 of Schedule 2 (Eligibility Criteria).

Eligible Currency means EUR and USD.

Eligible Jurisdiction has the meaning given to it in Part 1 of Schedule 2 (Eligibility Criteria).

Eligible Obligor means any Obligor who meets the criteria set out under paragraph 3 (Eligible Obligors) of Schedule 2 (Eligibility Criteria), completed in accordance with Clause 16(c)(iii).

Eligible Receivable means any Receivable, originated by an Originator or Ferro US, as applicable, which, on the relevant Purchase Date for such Receivable, complies with all the Eligibility Criteria set out under paragraph 2 (Eligible Receivables for Purchase of Schedule 2 (Eligibility Criteria) and paragraph 3 (Eligible Obligors) of Schedule 2 (Eligibility Criteria).

EURIBOR means the rate for deposits in Euro for a period equal to the relevant interest period, which appears on the Reuters Index Page "Euribor 01" (or such other page on that service or such other service as may, in the Purchaser's and the Transaction Administrator’s determination, replace it for the purposes of displaying such rate) as of 11.00 CET, Brussels time, on the relevant quotation date. If such rate does not appear on the Reuters Index Page Euribor 01, the rate for that period will be determined on the basis of the rates at which deposits in Euro are offered by the reference banks at approximately 11.00 CET, Brussels time, on the relevant quotation date to prime banks in Euro-zone interbank market for a period equal to the period considered and for deposits in an amount comparable to the amounts concerned. In all cases, if the rate is below zero, EURIBOR will be deemed zero.

Euro, EUR or € means the single currency of the Participating Member States.

Exchange Rate means, where the context requires, in respect of a particular date, the exchange rate of any relevant currency against such other currency, as most recently published by the European Central Bank for such date.

Excluded Taxes means any of the following Taxes imposed on or with respect to the Purchaser (or its assignees) or the Transaction Administrator or MBCC or required to be withheld or deducted from a payment to the Purchaser or Transaction Administrator or MBCC: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of the Purchaser (or its assignees) or Transaction Administrator or MBCC being organized under the laws of, or having its principal office located in, or having its applicable office located in, the jurisdiction imposing such Tax (or any political subdivision thereof), or (ii) that are Taxes imposed as a result of a present or former connection between the Purchaser (or its assignees, such as MBCC) and the jurisdiction imposing such Tax (other than connections arising from the Purchaser (or its assignees, such as MBCC) having executed, delivered, become a party to, performed its obligations under, received payments under, engaged in any other transaction pursuant to or enforced any Transaction Document, or sold or assigned an interest in the Transaction Documents or any Receivables acquired by such person), (b) U.S. federal withholding Taxes imposed pursuant to a law in effect on the date on which the Purchaser (or its assignees) or the Transaction Administrator or MBCC acquires an interest in the Purchased Receivables of the US Originator or changes its applicable office, except in each case to the extent that, pursuant to Section 19.1(a), amounts with respect to such Taxes were payable either to such person’s assignor immediately before such person became a party hereto or to such person immediately before it changed its applicable office, (c) any Taxes imposed as a result of the Belgian Receivables Assignment Agreement, including any withholding Taxes attributable to the receipt of any payments by MBCC from the Purchaser, (d) Taxes attributable to the Purchaser’s (or its assignees’), the Transaction Administrator’s or MBCC’s failure to comply with Section 19.1(e), and (e) any Taxes imposed under FATCA.

FATCA means Sections 1471 through 1474 of the United States Internal Revenue Code (the Code), as of the Second Restatement Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations



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thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, and any intergovernmental agreements (or related rules, legislation, or official administrative guidance) implementing such provisions of the Code or any non-U.S. laws implementing the foregoing.

FATCA Deduction means a deduction or withholding from a payment under this Agreement required by FATCA.

FATCA Exempt Party means a Party that is entitled to receive payments free from any FATCA Deduction.

FATCA FFI means a foreign financial institution as defined in section 1471(d)(4) of the Code.

Ferro Performance Pigments Servicer Account means the bank account held with Bank of America Madrid Branch in the name of Ferro Performance Pigments Spain, S.L.U., with account number ES17 1485 0001 0700 3642 9013, swift address BOFAES2X.

Financial Indebtedness means any indebtedness for or in respect of:

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

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

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

(d)the amount of any liability in respect of finance leases;

(e)receivables sold or discounted (other than any receivables to the extent they are sold on a non‑recourse basis (except for customary representations, warranties, covenants and indemnities made in connection therewith));

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

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

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

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

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

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



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

First Purchase Date means:

(a)in respect of any Initial Originator Portfolio:

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

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

(iii)any other date agreed upon by the Parties.

First Restatement Date means 20 December 2019.

Funding Costs means the funding costs referred to in Clause 18.3 (Administration Fee).

Funding Period means, in respect of a Settlement Date, the period starting from a Settlement Date (included) to the Settlement Date thereafter (excluded).

GAAP means, in respect of any Originator, the Servicers or the Performance Guarantor, generally accepted accounting principles in the respective jurisdiction of their incorporation, including IFRS.

General Terms and Conditions means the general terms and conditions, attached in Part 2 of Schedule 11 (Credit and Collections Policies and General Terms and Conditions).

German Originator means an Originator organized under German law.

German Receivables means any Receivables which are governed by German law.

German Servicer Account means the bank account held with Bank of America, N.A. Frankfurt Branch, in the name of the German Servicer with IBAN DE67 5001 0900 0020 3600 19 and BIC BOFADEFX.

Global Initial Purchase Price or GIPP has the meaning given to it in Schedule 5 (Calculation of the Purchase Price).

Global Portfolio means, on any given date, the Outstanding Nominal Value of all the Receivables existing and acquired by the Purchaser, after exclusion of the Written off Receivables and Ineligible Receivables for Purchase on that date.

Group means, in respect of any entity at any time, such entity and its Affiliates for the time being.

Holding Company means, in relation to an entity, any other entity in respect of which it is a Subsidiary.

IFRS means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

Increased Costs has the meaning given to it in Clause 20.



	57

Indemnity means any amount to be paid as indemnity as described in Clause 20 (Increased Costs) or Clause 21 (Other Indemnities).

Ineligible Receivables for Purchase means any Receivables that on the relevant Purchase Date for such Receivables, do not satisfy the Eligibility Criteria for Purchase.

ING Group means the companies involved in the Programme and held directly or indirectly by ING Group N.V.

Initial Cut-off Date means (i) for the Originators (other than the US Originator and Ferro Performance Pigments Spain S.L.U and Ferro GmbH) 30 November 2018, (ii) for Ferro Performance Pigments Spain S.LU. and Ferro GmbH 20 December 2019 and (iii) for the US Originator, the Second Restatement Date (it being understood and agreed that on the Second Restatement Date the US Originator will acquire each Receivable (as defined in the Receivables Sale and Contribution Agreement) that existed and was owing to Ferro US as of 30 June 2020 and each Receivable generated by Ferro US from and including 30 June 2020, to and including the Second Restatement Date).

Initial Originator Portfolio means, in respect of any Originator, the Eligible Receivables owned by it on the Initial Cut-off Date, including but not limited to, in relation to the Spanish Originator, the Initial Spanish Originator Portfolio.

Initial Spanish Originator Portfolio means the Eligible Receivables owned by the Spanish Originator on the Initial Cut-off Date against Obligors identified in the Spanish Originator Portfolio Deposit raised to the status of Spanish Public Document on the First Restatement Date.

Insolvency in relation to a person or entity means that the person or entity:

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

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

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

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

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

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

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

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



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

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

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

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

Insolvent means, in respect of a person or entity, the fact that such person or entity is in Insolvency.

Instalment of GDPP has the meaning set out in Part 1 of Schedule 5 (Purchase Price).

Invoice means, with respect to any Receivable, the invoice issued by the relevant Originator or Ferro US to the relevant Obligor, evidencing such Receivable.

Invoice Exchange Rate means in respect of a Non

A:[Datos a efectos de notificaciones del Banco Depositario]	To:[Contact details of the Depositary Bank]
[Fecha]	[Date]
Ref.: Notificación de cancelación de prenda	Ref: Notice of relase of pledge
Muy Sres. nuestros:	Dear Sirs,
Por la presente les notificamos que, en virtud de un contrato de novación del contrato de compra y gestión de cobro de derechos de crédito (“Receivables Purchase and Servicing Agreement”) suscrito el 5 de diciembre de 2018 (en adelante, según sea modificado y/o complementado en cada momento, el “RPSA”) otorgado el [ ] de julio de 2020 y elevado a público ante el Notario de Madrid D. [ ], ING Belgique SA/NV ha cancelado, con efectos desde el [ ] de julio de 2020 (en adelante, la “Fecha de Efectividad”), el derecho real de prenda de primer rango (la “Prenda”) otorgado a su favor sobre los derechos de crédito titularidad de Ferro Spain, S.A.U. derivados de la cuenta bancaria con IBAN ES[ ] abierta en su entidad de crédito (en adelante, la “Cuenta Bancaria”) en virtud del contrato de prenda de derechos de crédito derivados de cuentas bancarias, otorgado el 5 de diciembre de 2018 ante el Notario de Madrid, D. Andrés de la Fuente O’Connor con el número 2443 de orden de su protocolo. De acuerdo con lo anterior, por la presente les informamos que, desde la Fecha de Efectividad, la Prenda sobre la Cuenta Bancaria ha sido totalmente cancelada, incluyendo cualquier restricción a la disponibilidad de los saldos depositados en la Cuenta Bancaria en cada momento.	We hereby notify you that, pursuant to an amendment and restatement agreement of a receivables purchase and servicing agreement entered into on 5 December 2018 (hereinafter, as it may be amended and/or supplemented from time to time, the “RPSA”) executed on July [ ], 2020 and elevated to public status before the Notary of Madrid Mr. [ ], ING Belgique SA/NV has released, with effects as from July [ ], 2020 (the “Effective Date”), the first ranking in rem right of pledge (the “Pledge”) over all of the credit rights owned by Ferro Spain, S.A.U. arising from the bank account IBAN ES[ ] opened in your credit entity (hereinafter, the “Bank Account”) created by virtue of the accounts pledge agreement granted on December 5, 2018 before the Notary of Madrid, Mr. Andrés de la Fuente O’Connor with number 2443 of his notarial records. In accordance with the above, we hereby inform you that, as from the Effective Date, the Pledge over the Bank Account has been fully released, including any restrictions to the availability of the balances deposited in the Bank Account from time to time.
Atentamente / Yours faithfully,
El Pignorante / The Pledgor FERRO SPAIN, S.A.U.
P.p.
________________________________
El Agente de Garantías / The Security Agent ING BELGIQUE SA/NV
P.p.	P.p.
________________________________	__________________________________