NINTH AMENDMENT Dated as of December 22, 2015 to the TRANSFER AND ADMINISTRATION AGREEMENT Dated as of August 31, 2012

This NINTH AMENDMENT (this “Amendment”) dated as of December 22, 2015 is entered into among ASHLAND INC., a Kentucky corporation (“Ashland” or “Master Servicer”), CVG CAPITAL III LLC, a Delaware limited liability company (“SPV”), the Originators, the Investors, Letter of Credit Issuers, Managing Agents and Administrators party hereto, and THE BANK OF NOVA SCOTIA (“Agent” or “Scotiabank”), as agent for the Investors.

WHEREAS, the parties hereto have entered into that certain Transfer and Administration Agreement, dated as of August 31, 2012 (as amended, supplemented or otherwise modified through the date hereof, the “Agreement”); and

WHEREAS, the parties hereto desire to amend the Agreement as set forth herein.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1.  Definitions.

All capitalized terms not otherwise defined herein are used as defined in the Transaction Documents.

SECTION 2.  Amendments to the Agreement.  The Agreement is hereby amended as follows:

(a)  The definition of “Commitment Termination Date” set forth in Section 1.1 of the Agreement is amended by replacing “December 31, 2015” where it appears therein with “March 22, 2017.”

(b)  The definition of “Concentration Limits” set forth in Section 1.1 of the Agreement is amended by replacing “32.5%” where it appears in clause (c) thereof with “35.0%.”

(c)  Section 6.1(a)(i) of the Agreement is amended by replacing “April 30 of each calendar year commencing with the calendar year 2015, a report covering the most recently ended fiscal year to the effect that” where it appears therein with “December 31^st of each calendar year commencing with the calendar year 2016, a report to the effect that”.

(d)  The defined term “AUP Reserve” and the definition thereof is removed from Schedule II of the Agreement.

(e)  The definition of “Required Reserves” set forth in Schedule II of the Agreement is replaced in its entirety with the following:

“Required Reserves” at any time means the sum of (a) the Yield Reserve, plus (b) the Servicing Fee Reserve, plus (c) the greater of (i) the sum of the Loss Reserve Ratio and the Dilution Reserve Percentage and (ii) the Minimum Percentage, each as in effect at such time, multiplied by the Net Pool Balance on such date.

(f)  Schedule 4.1(r) of the Agreement is amended as set forth on Annex 1 attached hereto.

SECTION 3.  Representations and Warranties.  Each of Ashland, Ashland Specialty Ingredients, and the SPV, as to itself, hereby represents and warrants to each of the other parties hereto as follows:

(i)

after giving effect to this Amendment and the transactions contemplated hereby, no Termination Event or Potential Termination Event shall exist;

(ii)

the representations and warranties of such Person set forth in the Transaction Documents to which it is a party (as amended hereby) are true and correct as of the date hereof (except to the extent such representations and warranties relate solely to an earlier date and then as of such earlier date); and

(iii)

this Amendment constitutes the legal, valid and binding obligations of such Person enforceable against such Person in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

SECTION 4.  Effectiveness.  This Amendment shall become effective as of the date first above written upon receipt by the Agent of:

(i)

counterparts of this Amendment duly executed by each of the parties hereto;

(ii)

counterparts to that certain amended and restated Master Fee Letter (as defined in the Agreement) duly executed by each of the parties thereto;

(iii)

payment of all “Upfront Fees” under and as defined in the amended and restated Master Fee Letter referenced above; and

(iv)

opinions of Squire Patton Boggs (US) LLP and in-house counsel to Ashland (together with supporting officer’s certificates), in form and substance reasonably acceptable to the Agent, with respect to customary corporate matters (including, without limitation, no conflicts with material agreements) and enforceability in connection with the transactions contemplated hereby and by the Transaction Documents (as amended hereby).

SECTION 5.  Reference to the Effect on the Transaction Documents.

(a)  On and after the effectiveness of this Amendment, each reference in the Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Agreement, and each reference in each of the other Transaction Documents to “the Transfer and Administration Agreement” or “the TAA,” “thereunder”, “thereof” or words of like import referring to the Agreement, shall mean and be a reference to the Agreement, as amended by this Amendment.

(b)  The Agreement and each of the related documents, as specifically amended by this Amendment, is and shall continue to be in full force and effect and is hereby in all aspects ratified and confirmed.  The covenants and other obligations of the SPV, Master Servicer, and each Originator (each in any capacity) shall continue under the Transaction Documents.

(c)  The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Agent, any of the Investors or any Indemnified Party under the Agreement or any other Transaction Document, nor constitute a waiver of any provision of the Agreement or any other Transaction Document.

SECTION 6.  Counterparts.  This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.  Delivery by facsimile or email of an executed signature page of this Amendment shall be effective as delivery of an executed counterpart hereof.

SECTION 7.  Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401-1 AND 5-1401-2 OF THE GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF).

SECTION 8.  Transaction Document.  This Amendment shall be deemed to be a Transaction Document for all purposes of the Agreement and each other Transaction Document.

SECTION 9.  Severability.  If any one or more of the agreements, provisions or terms of this Amendment shall for any reason whatsoever be held invalid or unenforceable, then such agreements, provisions or terms shall be deemed severable from the remaining agreements, provisions and terms of this Amendment and shall in no way affect the validity or enforceability of the provisions of this Amendment or the Agreement.

SECTION 10.  Section Headings.  The various headings of this Amendment are included for convenience only and shall not affect the meaning or interpretation of this Amendment, the Agreement or any provision hereof or thereof.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

 

	ASHLAND INC.
	By:	/s/ Eric N. Boni
		Name:  Eric N. Boni
		Title:  Vice President and Treasurer

	ASHLAND SPECIALTY INGREDIENTS G.P.
	By:	/s/ Lynn P. Freeman
		Name:  Lynn P. Freeman
		Title:  Vice President