CONTENTS

clause

1definitions and interpretation‌2

2CONSENT TO THE STYRON SECURITY TRUSTEE‌3

3AMENDMENTS‌4

4AMENDMENTS AND ACCESSION TO BECOME EFFECTIVE‌4

5REPRESENTATIONS AND WARRANTIES‌4

6CONTINUITY AND FURTHER ASSURANCE‌4

7EXECUTION OF DEED BY PARENT‌4

8COSTS, EXPENSES AND INDEMNIFICATION‌5

9CONDITIONS SUBSEQUENT‌5

10GOVERNING LAW AND JURISDICTION‌5

Schedule

Schedule 1 CONDITIONS PRECEDENT‌6

Schedule 2 AMENDED AND RESTATED MASTER DEFINITIONS AND FRAMEWORK DEED‌12

Schedule 3 AMENDED AND RESTATED LOAN FACILITY AGREEMENT‌1

Schedule 4 AMENDED AND RESTATED STYRON GUARANTEE AGREEMENT‌1

CONTENTS PAGE 1

THIS DEED is dated 28 March 2024 and made

BETWEEN:

(1)

TRINSEO EUROPE GMBH (formerly STYRON EUROPE GMBH), a limited liability company incorporated in Switzerland, having its registered office at Gwattstrasse 15, 8808 Pfaeffikon SZ, Switzerland, being an indirect wholly-owned subsidiary of the Parent (a 'Swiss Seller', a 'Swiss Servicer' and 'Chargor');

(2)

TRINSEO EXPORT GMBH, a limited liability company incorporated in Switzerland, having its registered office at Gwattstrasse 15, 8808 Pfaeffikon SZ, Switzerland, being an indirect wholly-owned subsidiary of the Parent (a 'Swiss Seller' and together with Trinseo Europe GmbH, the 'Swiss Sellers', a 'Swiss Servicer' and together with Trinseo Europe GmbH, the 'Swiss Servicers', and 'Pledgor');

(3)

TRINSEO DEUTSCHLAND ANLAGENGESELLSCHAFT MBH (formerly STYRON DEUTSCHLAND ANLAGENGESELLSCHAFT MBH), incorporated in Germany as a limited liability company (Gesellschaft mit beschränkter Haftung), registered at the local court (Amtsgericht) of Tostedt under HRB 202609 and having its registered address at Bützflether Sand, 21683 Stade, Germany (the 'German Seller' and the 'German Servicer');

(4)

TRINSEO NETHERLANDS B.V. (formerly STYRON NETHERLANDS B.V.), a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated in The Netherlands, having its corporate seat (statutaire zetel) in Terneuzen, The Netherlands and its registered office at Innovatieweg 14, 4542 NM Hoek (Terneuzen), The Netherlands and registered with the Dutch trade register under number 20162359 (the 'Dutch Seller' and the 'Dutch Servicer');

(5)	ALTUGLAS LLC, a limited liability company formed under the laws of the State of Delaware, having an office at c/o Trinseo LLC, at 440 East Swedesford Road, Suite 301, Wayne, Pennsylvania 19087 ('Altuglas', an 'Acceding U.S. Seller' and an 'Acceding U.S. Servicer');

(6)

ARISTECH SURFACES LLC, a limited liability company formed under the laws of the State of Kentucky, having an office at c/o Trinseo LLC, at 440 East Swedesford Road, Suite 301, Wayne, Pennsylvania 19087 (an 'Acceding U.S. Seller' and an 'Acceding U.S. Servicer' and together with Altuglas, the 'Acceding U.S. Sellers' and the 'Acceding U.S. Servicers');

(7)

TRINSEO LLC (formerly STYRON LLC), a limited liability company formed under the laws of the State of Delaware, having an office at 440 East Swedesford Road, Suite 301, Wayne, Pennsylvania 19087 (the 'Current U.S. Seller' and together with the Acceding U.S. Sellers, the 'U.S. Sellers', the 'Current U.S. Servicer' and together with the Acceding U.S. Servicers, the 'U.S. Servicers');

(8)

TRINSEO U.S. RECEIVABLES COMPANY SPV LLC, a limited liability company organized under the laws of the State of Delaware, having an office at c/o Trinseo LLC at 440 East Swedesford Road, Suite 301, Wayne, Pennsylvania 19087, in its capacity as the U.S. Intermediate Transferor (the 'U.S. Intermediate Transferor' and, together with the Swiss Sellers, the German Seller, the Dutch Seller and the U.S. Sellers, the 'Sellers');

(9)

STYRON RECEIVABLES FUNDING DESIGNATED ACTIVITY COMPANY a company incorporated in Ireland with registration number 486138, whose registered office is at Ground Floor, Two Dockland Central, Guild Street, North Dock, Dublin 1, D01 K2C5, Ireland (the 'Master Purchaser', the 'Pledgee', and the 'Chargee');

(10)	TRINSEO IRELAND GLOBAL IHB LIMITED a company incorporated in Ireland with registration number 727569, whose registered office is at Riverside One, Sir John Rogerson's Quay, Dublin 2, Ireland (the 'Investment Manager' and the 'Styron Lender');

(11)	REGENCY ASSETS DESIGNATED ACTIVITY COMPANY a company incorporated in Ireland with registration number 272959, whose registered office is at Block A, George's Quay Plaza, George's Quay Dublin 2, Ireland (the 'Regency Lender');

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

(13)

TRINSEO HOLDING S.À R.L. (formerly STYRON HOLDING S.À R.L.), a Luxembourg private limited liability company (société à responsabilité limitée) with registered office at 26 boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 153.582 (the 'Parent' and the 'Guarantor');

(14)	TMF ADMINISTRATION SERVICES LIMITED, a company incorporated in Ireland, whose registered office is at Ground Floor, Two Dockland Central, Guild Street, North Dock, Dublin 1, D01 K2C5, Ireland (the 'Corporate Administrator' and the 'Registrar'); and

(15)

THE LAW DEBENTURE TRUST CORPORATION P.L.C., a company incorporated with limited liability in England and Wales, having its registered office at 8^th Floor, 100 Bishopsgate, London EC2N 4AG, United Kingdom in its capacity as security trustee under the Styron Security Deed (the 'Styron Security Trustee'),

(together the 'Parties').

IT IS AGREED as follows:

1	definitions and interpretation

1.1	Definitions

In this Deed:

'2024 Amendment Effective Date' means the date the Cash Manager notifies the Master Purchaser that it has received (or waived its right to receive) each of the conditions precedent set out in Schedule 1 (Conditions precedent) hereto.

'Accession' means the accession to the applicable Transaction Documents by the Acceding U.S. Sellers and the Acceding U.S. Servicers by execution of this Deed and the U.S. Transaction Documents.

'Amended and Restated U.S. Intermediate Transfer Agreement' means the First Amended and Restated U.S. Intermediate Transfer Agreement, dated on or about the date of this Deed, between, among others, the U.S. Intermediate Transferor and the Investment Manager.

'Amended and Restated U.S. Receivables Purchase Agreement' means the First Amended and Restated U.S. Receivables Purchase Agreement, dated on or about the date of this Deed between the U.S. Sellers, the U.S. Intermediate Transferor, the Master Purchaser and the Investment Manager.

'Amended and Restated U.S. Security Agreement' means the First Amended and Restated U.S. Security Agreement, dated on or about the date of this Deed between the Master Purchaser and the Styron Security Trustee.

'Amended and Restated U.S. Servicing Agreement' means the First Amended and Restated U.S. Servicing Agreement, dated on or about the date of this Deed between each U.S. Servicer, the U.S. Intermediate Transferor, the Master Purchaser and the Styron Security Trustee.

'Amendments' means the amendments being effected by this Deed as set out in Clause 3 (Amendments) and the amendments being effected by the U.S. Transaction Documents.

'Fee Letter' means the fee letter dated on or around the 2024 Amendment Effective Date between, amongst other parties, the Sellers, the Parent and the Cash Manager.

'Original Master Definitions and Framework Deed' means the Master Definitions and Framework Deed dated 12 August 2010, as amended or amended and restated on 17 August 2010, 24 May 2011, 4 July 2012, 30 May 2013, 25 June 2015, 4 February 2016, 31 October 2016, 21 December 2017, 28 September 2018, 24 September 2021, 24 November 2021, 31 March 2023 and 23 November 2023 between the Parties (excluding the Acceding U.S. Sellers and Acceding U.S. Servicers).

'Original Styron Guarantee Agreement' means the Styron Guarantee Agreement dated 12 August 2010 and amended and restated on 24 May 2011, 30 May 2013 and 31 October 2016 between the

Guarantor, the Master Purchaser, the Regency Lender (in its previous capacity as Regency Noteholder) and the Styron Security Trustee.

'Original Variable Loan Note Issuance Deed' means the Variable Loan Note Issuance Deed dated 12 August 2010 and as amended and restated on 24 May 2011, 30 May 2013, 31 October 2016, 24 September 2018, 24 November 2021 and 23 November 2023 between the Master Purchaser, the Registrar, the Cash Manager, the Styron Security Trustee and the Lenders (in their previous capacity as the Noteholders).

'Seller and Servicer Party' shall have the meaning given to it in clause 14.1 (Appointment of Parent by Seller and Servicer Parties; Modification and Waiver) of the Original Master Definitions and Framework Deed.

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

'U.S. Account Control Agreement' means each deposit account control agreement dated on or about the date of this Deed by which each Acceding U.S. Seller has created security over its Collection Accounts.

'U.S. Transaction Documents' means the Amended and Restated U.S. Intermediate Transfer Agreement, the Amended and Restated U.S. Receivables Purchase Agreement, the Amended and Restated U.S. Servicing Agreement, the Amended and Restated U.S. Security Agreement and the U.S. Account Control Agreements.

1.2	Incorporation of terms

1.2.1

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

1.2.2

The principles of construction set out in clause 2.2 to 2.11 of the Original Master Definitions and Framework Deed shall have effect as if set out in this Deed.

1.2.3

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

1.3	Designation

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

2	CONSENT TO THE STYRON SECURITY TRUSTEE

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

2.1.1

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

2.1.2

confirms that it consents to the Amendments and the Accession;

2.1.3

authorises and directs the Styron Security Trustee to consent to such Amendments and Accession and to execute this Deed and the U.S. Transaction Documents to which it is party to effect such Amendments and Accession; and

2.1.4

agrees that the Styron Security Trustee shall not be responsible for any losses or Liabilities that may arise under this Deed, the Loans, or any Transaction Document as a result of implementing Clause 2.1.3 (and the Lenders irrevocably waive any claims against the Styron Security Trustee in respect of such losses or Liabilities) and shall have no liability for the exercise or non- exercise of any trusts, powers, authorities or discretions vested in the Styron Security Trustee in connection with this Deed, the Amendments, the Accession, any Transaction Document or any operation of law.

3	AMENDMENTS

3.1	Amendment and restatement of the Original Master Definitions and Framework Deed

The Original Master Definitions and Framework Deed shall be amended and restated so that it shall be read and construed for all purposes on the terms set out in Schedule 2 (Amended and Restated Master Definitions and Framework Deed) hereto.

3.2	Amendment and restatement of the Original Variable Loan Note Issuance Deed

The Original Variable Loan Note Issuance Deed shall be amended and restated and renamed as the 'Amended and Restated Loan Facility Agreement' so that it shall be read and construed for all purposes on the terms set out in Schedule 3 (Amended and Restated Loan Facility Agreement) hereto.

3.3	Amendment and restatement of the Original Styron Guarantee Agreement

The Original Styron Guarantee Agreement shall be amended and restated so that it shall be read and construed for all purposes on the terms set out in Schedule 4 (Amended and Restated Styron Guarantee Agreement) hereto.

4	AMENDMENTS AND ACCESSION TO BECOME EFFECTIVE

The Amendments and Accession set out in this Deed shall come into effect on the 2024 Amendment Effective Date.

5	REPRESENTATIONS AND WARRANTIES

5.1	The Master Purchaser represents and warrants on the terms of the Master Purchaser Warranties, by reference to the facts and circumstances as at the 2024 Amendment Effective Date.

5.2	The Guarantor represents and warrants on the terms of the Guarantor Warranties, by reference to the facts and circumstances as at the 2024 Amendment Effective Date.

6	CONTINUITY AND FURTHER ASSURANCE

6.1	Continuing obligations

(a)

The provisions of the Original Master Definitions and Framework Deed, the Original Variable Funding Issuance Deed, the Original Styron Guarantee Agreement and the other Transaction Documents shall, save as amended by this Deed and the U.S. Transaction Documents, continue in full force and effect.

(b)

The amendments effected by this Deed shall not affect any of the security created pursuant to the Transaction Documents (including the Styron Security Deed, the German Security Assignment and Trust Agreement, the U.S. Security Agreement and the Account Control Agreements) and such security remains in full force and effect.

6.2	Further assurance

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

7	EXECUTION OF DEED BY PARENT

The Parent shall execute this Deed on behalf of each Seller and Servicer Party (excluding the Acceding U.S. Sellers and the Acceding U.S. Servicers) in accordance with clause 14.1 (Appointment of Parent by Seller and Servicer Parties; Modification and Waiver) of the Original Master Definitions and Framework Deed.

8	COSTS, EXPENSES AND INDEMNIFICATION

8.1

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

8.2

The Regency Lender and the Master Purchaser hereby agree to indemnify the Styron Security Trustee against all actions, proceedings, claims, demands, liabilities, losses, damages, costs, expenses and charges (including legal expenses and together with value added tax or any similar tax charged or chargeable in respect thereof) which the Styron Security Trustee or any person appointed by it (or their respective officers or employees) may incur directly or indirectly from the exercise of the powers vested in the Styron Security Trustee by or pursuant to the Styron Security Deed or as a result of any actions taken pursuant to this Deed.

9	CONDITIONS SUBSEQUENT

9.1	The Styron Lender and the Master Purchaser shall notify their competent authority, the Central Bank of Ireland, of the Transaction in accordance with Article 7 of the EU Securitisation Regulation no later than five (5) Business Days after the 2024 Amendment Effective Date.

9.2	The Dutch Seller shall notify the relevant competent authority in the Netherlands of the Transaction in accordance with Article 7 of the EU Securitisation Regulation no later than five (5) Business Days after the 2024 Amendment Effective Date.

9.3

The Current U.S. Seller shall use commercially reasonable efforts to, within ninety (90) days of the 2024 Amendment Effective Date, provide evidence to the Master Purchaser, the Cash Manager and the Regency Lender that (i) the Federal tax liens recorded against the Current U.S. Seller in Chester County, West Chester, Pennsylvania on October 24, 2023 and identified as FT2300268-FT and (ii) the Federal tax liens recorded against the Current U.S. Seller in Chester Country, West Chester, Pennsylvania on January 29, 2024 and identified as FT2400039-FT have both been released, and the tax obligations giving rise to such recordings have been satisfied.

10	GOVERNING LAW AND JURISDICTION

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

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

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

Schedule 3
CONDITIONS PRECEDENT

Dutch Seller

(1)Copies of the latest versions of the constitutional documents of the Dutch Seller certified by the Dutch Seller to be a true and up to date copy of the original.

(2)Copies of the resolutions, in form and substance satisfactory to the Cash Manager, authorising the execution, delivery and performance of this Deed, certified by an officer of the Dutch Seller as not having been amended, modified, revoked or rescinded on the date of execution of this Deed.

(3)Delivery of a closing certificate dated the 2024 Amendment Effective Date from the Dutch Seller including a certificate as to the incumbency and signature of the officers or other employees authorised to sign this Deed on behalf of the Dutch Seller and any certificate or other document to be delivered pursuant thereto, certified by the company secretary or a manager of the Dutch Seller together with evidence of the incumbency of such company secretary or director.

(4)An electronic excerpt of the commercial register in respect of the Dutch Seller dated no earlier than five (5) calendar days prior to the 2024 Amendment Effective Date.

(5)Solvency Certificate in respect of the Dutch Seller in form and substance satisfactory to the Cash Manager, dated the 2024 Amendment Effective Date.

(6)Compliance Certificate in respect of the Dutch Seller substantially in the form set out in schedule 3 to the Dutch Receivables Purchase Agreement, dated the 2024 Amendment Effective Date.

Parent

(7)Copies of the latest versions of the constitutional documents of the Parent certified by the Parent to be a true and up to date copy of the original.

(8)Copies of the resolutions, in form and substance satisfactory to the Cash Manager, of the board of managers of the Parent authorising the execution, delivery and performance of this Deed, certified by a manager of the Parent as of the 2024 Amendment Effective Date which certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded.

(9)Delivery of a closing certificate dated the 2024 Amendment Effective Date from the Parent including a certificate as to the incumbency and signature of the managers or other attorneys authorised to sign this Deed on behalf of the Parent and any certificate or other document to be delivered pursuant thereto, certified by any manager of the Parent together with evidence of the incumbency of such manager.

(10)Up to date excerpt of the Luxembourg Register of Commerce and Companies in respect of the Parent dated no earlier than five (5) calendar days prior to the 2024 Amendment Effective Date.

(11)Up to date excerpt of the non-registration certificate (certificat de non-inscription d'une décision judiciaire ou de dissolution administrative sans liquidation) from the Luxembourg Insolvency Register (Registre de l'Insolvabilité, Luxembourg) (REGINSOL) held and maintained by the Luxembourg Register of Commerce and Companies in respect of the Parent dated no earlier than five (5) calendar days prior to the 2024 Amendment Effective Date.

(12)Solvency Certificate in respect of the Parent in form and substance satisfactory to the Cash Manager, dated the 2024 Amendment Effective Date.

Each Swiss Seller

(13)Copies of the latest versions of the articles of association of each Swiss Seller certified by the Commercial Register to be a true and up to date copy of the original.

(14)Copies of the resolutions, in form and substance satisfactory to the Cash Manager, of the board of managers of each Swiss Seller authorising the execution, delivery and performance of this Deed, certified by a manager of such Swiss Seller as of the 2024 Amendment Effective Date, which certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded.

(15)Delivery of a closing certificate dated the 2024 Amendment Effective Date from each Swiss Seller including a certificate as to the incumbency and signature of the managers or other attorneys authorised to sign this Deed on behalf of such Swiss Seller and any certificate or other document to be delivered pursuant thereto, certified by any manager of such Swiss Seller together with evidence of the incumbency of such manager.

(16)A copy of an up to date Commercial Register excerpt in respect of each Swiss Seller dated no earlier than ten (10) calendar days prior to the 2024 Amendment Effective Date.

(17)Solvency Certificates in respect of each of the Swiss Sellers in form and substance satisfactory to the Cash Manager, dated the 2024 Amendment Effective Date.

(18)Compliance Certificates in respect of each Swiss Seller in the form set out in schedule 3 to the Swiss Receivables Purchase Agreement, dated the 2024 Amendment Effective Date.

German Seller

(19)Copies of the latest versions of the constitutional documents of the German Seller certified by the German Seller to be a true and up to date copy of the original.

(20)Copies of the resolutions, in form and substance satisfactory to the Cash Manager, of the shareholders of the German Seller authorising the execution, delivery and performance of this Deed, certified by a managing director of the German Seller as of the 2024 Amendment Effective Date which certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded.

(21)Delivery of a closing certificate dated the 2024 Amendment Effective Date from the German Seller including a certificate as to the incumbency and signature of the officers or other employees authorised to sign this Deed on behalf of the German Seller and any certificate or other document to be delivered pursuant thereto, certified by the company secretary or a director of the German Seller together with evidence of the incumbency of such company secretary or director.

(22)Up to date commercial register excerpts (Handelsregistrerauszug) in respect of the German Seller dated no earlier than five (5) calendar days prior to the 2024 Amendment Effective Date.

(23)Copy of the shareholders' list (Gesellschafterliste) certified by the German Seller to be a true and up to date copy of the original.

(24)Solvency Certificate in respect of the German Seller in form and substance satisfactory to the Cash Manager, dated the 2024 Amendment Effective Date.

(25)Compliance Certificate in respect of the German Seller in the form set out in schedule 3 to the German Receivables Purchase Agreement, dated the 2024 Amendment Effective Date.

Current U.S. Seller and each Acceding U.S. Seller

(26)A certificate of the secretary or other responsible officer of each U.S. Seller, dated as of the 2024 Amendment Effective Date, and certifying (a) that attached thereto is a true and complete copy of the organisational documents (including all amendments or other modifications thereto) of each such U.S. Seller, as in effect on the 2024 Amendment Effective Date and at all times since a date prior to the date of the resolutions described in clause (b) of this paragraph, (b) that attached thereto is a true and complete copy of the resolutions of the board of directors (or committee thereof), directors, managers or members, as the case may be, of each such U.S. Seller authorising the execution, delivery and performance of this Deed and the transactions contemplated hereby, the U.S. Transaction Documents to which it is a party and the transactions contemplated thereby, and that such resolutions have not been amended, modified, revoked or rescinded and are in full force and effect, and (c) the authority and specimen signature of each officer executing this Deed, the U.S. Transaction Documents to which it is a party or any other document delivered in connection therewith on behalf of each such U.S. Seller (on which certificates the U.S. Intermediate Transferor and the Master Purchaser may conclusively rely until such time as the U.S. Intermediate Transferor and the Master Purchaser shall receive from a U.S. Seller a revised certificate with respect to such U.S. Seller meeting the requirements of this paragraph).

(27)Copies of the latest versions of the organisational documents of each U.S. Seller certified as of a recent date by the appropriate authority of the jurisdiction of each such U.S. Seller to be a true and

up to date copy of the original, attached as a schedule to the certificate provided under paragraph (26) above.

(28)Certificates of compliance, of status or of good standing (if applicable), dated as of a recent date, from the Secretary of State or other appropriate authority of each U.S. Seller's jurisdiction of organization, attached as a schedule to the certificate provided under paragraph (26) above.

(29)Solvency Certificate in respect of each U.S. Seller in form and substance satisfactory to the Cash Manager, dated the 2024 Amendment Effective Date.

(30)Compliance Certificate in respect of each U.S. Seller in the form set out in schedule 3 to the U.S. Receivables Purchase Agreement dated the 2024 Amendment Effective Date.

(31)Written search reports, listing all effective financing statements that name any U.S. Seller as debtor or assignor and that are filed in, with respect to the Current U.S. Seller, the State of Delaware, and with respect to each Acceding U.S. Seller, the jurisdictions which filings were made pursuant to paragraph (34) of this Schedule 1 and in any other jurisdictions that the U.S. Intermediate Transferor, the Master Purchaser or the Styron Security Trustee reasonably determines are necessary or appropriate, together with copies of such financing statements (none of which, except for those described in paragraph (35) of this Schedule 1 or those that have otherwise been filed in connection with the Transaction Documents, shall cover any U.S. Purchased Receivables of the relevant Acceding U.S. Seller or any Related Rights with respect thereto), and tax and judgment lien searches with respect to each Acceding U.S. Seller showing no such liens exist that are not Seller Permitted Encumbrances or otherwise permitted by the Transaction Documents.

Each Acceding U.S. Seller

(32)Execution of a U.S. Intermediate Transferor Receivables Power of Attorney pursuant to clause 5.1(b) of the U.S. Receivables Purchase Agreement.

(33)Execution of a U.S. Master Purchaser Receivables Power of Attorney pursuant to clause 5.1(c) of the U.S. Receivables Purchase Agreement.

(34)Copies of a proper financing statement, filed and recorded at each Acceding U.S. Seller's expense, naming the relevant Acceding U.S. Seller as the seller and the U.S. Intermediate Transferor as the purchaser or assignee of the U.S. Purchased Receivables, in proper form for filing in the appropriate jurisdictions to perfect the U.S. Intermediate Transferor's ownership interest in such U.S. Purchased Receivables under the UCC.

(35)Copies of a proper financing statement, filed and recorded at each Acceding U.S. Seller's expense, naming the U.S. Intermediate Transferor as the seller and the Master Purchaser as the purchaser of the U.S. Purchased Receivables, in proper form for filing in the appropriate jurisdiction to perfect the Master Purchaser's ownership interest in such U.S. Purchased Receivables under the UCC.

U.S. Intermediate Transferor

(36)A certificate of the secretary or other responsible officer of the U.S. Intermediate Transferor, dated as of the 2024 Amendment Effective Date, and certifying (a) that attached thereto is a true and complete copy of the organisational documents (including all amendments or other modifications thereto) of the U.S. Intermediate Transferor, as in effect on the 2024 Amendment Effective Date and at all times since a date prior to the date of the resolutions described in clause (b) of this paragraph, (b) that attached thereto is a true and complete copy of the resolutions of the board of directors (or committee thereof), directors, managers or members, as the case may be, of the U.S. Intermediate Transferor authorising the execution, delivery and performance of this Deed and the U.S. Transaction Documents to which it is a party and the transactions contemplated hereby and thereby, and that such resolutions have not been amended, modified, revoked or rescinded and are in full force and effect, and (c) the authority and specimen signature of each officer executing this Deed and the U.S. Transaction Documents to which it is a party.

(37)Copies of the latest versions of the organisational documents of the U.S. Intermediate Transferor certified as of a recent date by the appropriate authority of the jurisdiction of the U.S. Intermediate Transferor to be a true and up to date copy of the original, attached as a schedule to the certificate provided under paragraph (36) above, including an Amended and Restated Limited Liability Company Agreement of the U.S. Intermediate Transferor, dated on or before the 2024 Amendment Effective Date.

(38)Certificates of compliance, of status or of good standing (if applicable), dated as of a recent date, from the Secretary of State or other appropriate authority of the U.S. Intermediate Transferor's jurisdiction of organization, attached as a schedule to the certificate provided under paragraph (36) above.

(39)Solvency Certificate in respect of the U.S. Intermediate Transferor in form and substance satisfactory to the Cash Manager, dated the 2024 Amendment Effective Date.

(40)Compliance Certificate in respect of the U.S. Intermediate Transferor in the form set out in schedule 3 (Form of compliance certificate) to the U.S. Intermediate Transfer Agreement dated the 2024 Amendment Effective Date.

(41)Copies of the resolutions, in form and substance satisfactory to the Cash Manager, of the board of managers (or committee thereof) of the U.S. Intermediate Transferor authorising the execution, delivery and performance of this Deed and the U.S. Transaction Documents to which it is a party.

(42)Written search reports, listing all effective financing statements that name the U.S. Intermediate Transferor as debtor or assignor and that are filed in the jurisdictions which filings were made pursuant to paragraph (35) of this Schedule 1 and in any other jurisdictions that the Master Purchaser or the Styron Security Trustee reasonably determines are necessary or appropriate, together with copies of such financing statements (none of which, except for those described paragraph (35) of this Schedule 1, shall cover any U.S. Purchased Receivables of the relevant Acceding U.S. Seller or any Related Rights with respect thereto), and tax and judgment lien searches with respect to the U.S. Intermediate Transferor showing no such liens exist that are not Seller Permitted Encumbrances or otherwise permitted by the Transaction Documents.

Master Purchaser

(43)Copies of the latest versions of the constitutional documents of the Master Purchaser certified by the Master Purchaser to be a true and up to date copy of the original.

(44)Delivery of a closing certificate dated the 2024 Amendment Effective Date from the Master Purchaser with the other conditions precedent to be delivered scheduled thereto, certified by the company secretary or an officer of the Master Purchaser.

(45)Copies of the resolutions, in form and substance satisfactory to the Cash Manager, of the board of directors of the Master Purchaser authorising the execution, delivery and performance of this Deed and the U.S. Transaction Documents to which it is a party, certified by an officer of the Master Purchaser as of the 2024 Amendment Effective Date which certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded.

(46)A certified copy of the power of attorney granted by the Master Purchaser to the attorneys of the Master Purchaser authorised to sign this Deed and the U.S. Transaction Documents on behalf of the Master Purchaser.

(47)Written search reports, listing all effective financing statements that name the Master Purchaser as debtor or assignor and that are filed in the jurisdictions which filings were made pursuant to paragraph (35) of this Schedule 1 and in any other jurisdictions that the Styron Security Trustee reasonably determines are necessary or appropriate, together with copies of such financing statements (none of which, except for those described in paragraph (35) of this Schedule 1, shall cover any U.S. Purchased Receivables of any Acceding U.S. Seller or any Related Rights with respect thereto), and tax and judgment lien searches of the Master Purchaser showing no such liens exist that are not Seller Permitted Encumbrances or otherwise permitted by the Transaction Documents.

Investment Manager and the Styron Lender

(48)Copies of the latest versions of the constitutional documents of the Investment Manager and the Styron Lender certified by the Investment Manager and the Styron Lender to be a true and up to date copy of the original.

(49)Copies of the resolutions, in form and substance satisfactory to the Cash Manager, of the board of directors of the Investment Manager and the Styron Lender authorising the execution, delivery and performance of this Deed and the U.S. Transaction Documents to which it is a party certified by an officer of the Investment Manager and the Styron Lender as of the 2024 Amendment Effective Date which certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded.

(50)Delivery of a closing certificate dated the 2024 Amendment Effective Date from the Investment Manager and the Styron Lender including a certificate as to the incumbency and signature of the managers or other attorneys authorised to sign this Deed and the U.S. Transaction Documents to which it is a party on behalf of the Investment Manager and Styron Lender and any certificate or other document to be delivered pursuant thereto, certified by any manager of the Investment Manager and Styron Lender together with evidence of the incumbency of such manager.

(51)A copy of searches in the Companies Registration Office/Petitions Office in respect of the Investment Manager and Styron Lender dated no earlier than five (5) calendar days prior to the 2024 Amendment Effective Date.

Legal opinions

(52)An Irish legal opinion from Matheson LLP addressed to, amongst others, the Cash Manager, the Regency Lender, the Master Purchaser and the Styron Security Trustee on the capacity and authority of the Master Purchaser in form and substance satisfactory to the Cash Manager dated the 2024 Amendment Effective Date.

(53)A Dutch legal opinion from Dutch counsel to the Dutch Seller and the Dutch Servicer addressed to the Cash Manager, the Master Purchaser, the Regency Lender and the Styron Security Trustee on the capacity and authority of the Dutch Seller and the Dutch Servicer dated the 2024 Amendment Effective Date.

(54)A Swiss legal opinion from Swiss counsel to the Swiss Sellers and the Swiss Servicers addressed to the Cash Manager, the Master Purchaser, the Regency Lender and the Styron Security Trustee on the capacity and authority of each Swiss Seller and each Swiss Servicer and covering due execution by each Swiss Seller and each Swiss Servicer, dated the 2024 Amendment Effective Date.

(55)A German legal opinion from Reed Smith LLP addressed to the Cash Manager, the Master Purchaser, the Regency Lender and the Styron Security Trustee on the capacity and authority of the German Seller and the German Servicer dated the 2024 Amendment Effective Date.

(56)A Luxembourg legal opinion from Luxembourg counsel to the Guarantor, the Investment Manager and the Styron Lender, addressed to the Cash Manager, the Master Purchaser, the Regency Lender and the Styron Security Trustee on the capacity and authority of the Guarantor, dated the 2024 Amendment Effective Date.

(57)An Irish legal opinion from McCann FitzGerald LLP addressed to, amongst others, the Cash Manager, the Regency Lender, the Master Purchaser and the Styron Security Trustee on the capacity and authority of the Investment Manager and the Styron Lender in form and substance satisfactory to the Cash Manager dated the 2024 Amendment Effective Date.

(58)An English legal opinion from Reed Smith addressed to the Cash Manager, the Master Purchaser, the Regency Lender and the Styron Security Trustee dated the 2024 Amendment Effective Date in respect of enforceability of this Deed.

(59)A Delaware limited liability company opinion (including corporate authority, execution and delivery), security interest and perfection opinion from Delaware counsel to the U.S. Intermediate Transferor, the Current U.S. Seller and Altuglas addressed to the Cash Manager, the Master Purchaser, the Regency Lender and the Styron Security Trustee dated the 2024 Amendment Effective Date.

(60)A Kentucky limited liability company opinion (including corporate authority, execution and delivery), perfection and security interest opinion from Kentucky counsel to Aristech addressed to the Cash Manager, the U.S. Intermediate Transferor, the Master Purchaser, the Regency Lender and the Styron Security Trustee dated the 2024 Amendment Effective Date.

(61)A New York and District of Columbia enforceability, perfection and security interest opinion from Reed Smith addressed to the Cash Manager, the U.S. Intermediate Transferor, the Master Purchaser, the Regency Lender and the Styron Security Trustee dated the 2024 Amendment Effective Date in respect of the U.S. Transaction Documents and the liens granted by the U.S. Intermediate Transferor, the Current U.S. Seller, Aristech and Altuglas therein.

(62)A U.S. true sale and enforceability legal opinion from Reed Smith addressed to the Cash Manager, the U.S. Intermediate Transferor, the Master Purchaser, the Regency Lender and the Styron Security Trustee dated the 2024 Amendment Effective Date.

CONTENTS

clause

1INTERPRETATION‌2

2DEFINITIONS‌3

3AGREEMENT‌53

4JURISDICTION‌53

5PARTIES TO CASH MANAGEMENT AGREEMENT‌54

6CHANGE OF STYRON SECURITY TRUSTEE‌54

7FURTHER ASSURANCES‌54

8NOTICES‌54

9YIELD PROTECTION INDEMNITIES‌59

10DEFAULT INTEREST‌60

11SWISS SELLERS, DUTCH SELLER, SWISS SERVICERS AND DUTCH SERVICER INDEMNITIES AND UNDERTAKING BY THE MASTER PURCHASER‌60

12FEES, COSTS, EXPENSES AND TAXATION‌65

13WAIVERS; REMEDIES CUMULATIVE‌68

14APPOINTMENT OF PARENT BY SELLER AND SERVICER PARTIES; MODIFICATION AND WAIVER‌69

15ENTIRE AGREEMENT‌70

16NO LIABILITY‌70

17LIMITED RECOURSE AND NON-PETITION IN FAVOUR OF REGENCY LENDER‌70

18MISCELLANEOUS PROVISIONS‌71

19COUNTERPARTS‌75

20CONFIDENTIALITY‌75

21CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999‌76

22STYRON SECURITY TRUSTEE PARTY TO TRANSACTION DOCUMENTS‌76

23TRUSTEE ACT‌77

24RESTRICTION ON ENFORCEMENT OF SECURITY, NON-PETITION AND LIMITED RECOURSE IN FAVOUR OF THE MASTER PURCHASER‌77

25PROVISIONS RELATING TO THE TRANSACTION DOCUMENTS‌78

26GOVERNING LAW‌79

27FAILURE TO SATISFY INITIAL CONDITIONS PRECEDENT‌79

28SECURITISATION REGULATION‌79

29RATE SWITCH‌83

30CHANGES TO THE CALCULATION OF INTEREST‌84

31QUARTERLY REPORTS‌86

32PARENT SOLVENCY CERTIFICATE‌86

Schedule

Schedule 1‌87

Part A TERMINATION EVENTS‌87

Part B PERFECTION EVENTS‌90

Schedule 2 SWISS SERVICER DEFAULTS‌92

Schedule 3 ELIGIBILITY CRITERIA IN RESPECT OF RECEIVABLES‌94

Schedule 4 SPECIAL CONCENTRATION LIMITS‌97

Schedule 5 UNRESTRICTED COUNTRIES‌98

Schedule 6 ELIGIBLE COUNTRIES‌99

CONTENTS PAGE 1

Schedule 7 MASTER PURCHASER REPRESENTATIONS, WARRANTIES AND COVENANTS‌100

Part A REPRESENTATIONS AND WARRANTIES‌100

Part B COVENANTS‌104

Schedule 8 EVENTS OF DEFAULT‌110

Schedule 9 INITIAL CONDITIONS PRECEDENT‌111

Schedule 10 ADDITIONAL CONDITIONS PRECEDENT‌114

Schedule 11 STANDARD DOCUMENTATION‌115

Part A SWISS DOCUMENTATION‌115

Part B GERMAN DOCUMENTATION‌119

Part C DUTCH DOCUMENTATION‌123

Part D U.S. DOCUMENTATION‌126

Schedule 12 APPROVED NON-STANDARD DOCUMENTATION OBLIGORS‌127

Schedule 13 ACCOUNT DETAILS‌128

Schedule 14 FORM OF BANK MANDATE‌129

Schedule 15 DAILY NON-CUMULATIVE COMPOUNDED RFR RATE‌135

Schedule 16 CUMULATIVE COMPOUNDED RFR RATE‌137

Schedule 17 REFERENCE RATE TERMS‌138

Part A Dollar – TERM RATE LOANS‌138

Part B DOLLAR - COMPOUNDED RATE LOANS‌140

Part C EURO - TERM RATE LOANS‌143

Schedule 18 SELLER'S CREDIT AND COLLECTION PROCEDURES‌145

Schedule 19 FORM OF PARENT'S SOLVENCY CERTIFICATE‌202

CONTENTS PAGE 2

THIS DEED is made on 12 August 2010 as amended or amended and restated on 17 August 2010, 24 May 2011, 4 July 2012, 30 May 2013, 25 June 2015, 4 February 2016, 31 October 2016, 21 December 2017, 28 September 2018, 24 September 2021, 24 November 2021, 31 March 2023, 23 November 2023 and on the 2024 Amendment Effective Date.

BETWEEN:

(1)

TRINSEO EUROPE GMBH (formerly STYRON EUROPE GMBH), a limited liability company incorporated in Switzerland, having its registered office at Gwattstrasse 15, 8808 Pfaeffikon SZ, Switzerland, being an indirect wholly-owned subsidiary of the Parent (a 'Swiss Seller', a 'Swiss Servicer' and the 'Chargor');

(2)

TRINSEO EXPORT GMBH, a limited liability company incorporated in Switzerland, having its registered office at Gwattstrasse 15, 8808 Pfaeffikon SZ, Switzerland, being an indirect wholly-owned subsidiary of the Parent (a 'Swiss Seller', together with Trinseo Europe GmbH, the 'Swiss Sellers', a 'Swiss Servicer', together with Trinseo Europe GmbH, the 'Swiss Servicers' and 'Pledgor');

(3)

TRINSEO DEUTSCHLAND ANLAGENGESELLSCHAFT MBH (formerly STYRON DEUTSCHLAND ANLAGENGESELLSCHAFT MBH), incorporated in Germany as a limited liability company (Gesellschaft mit beschränkter Haftung), registered at the local court (Amtsgericht) of Tostedt under HRB 202609 and having its registered address at Bützflether Sand, 21683 Stade, Germany (the 'German Seller' and the 'German Servicer');

(4)

TRINSEO NETHERLANDS B.V. (formerly STYRON NETHERLANDS B.V.), a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated in The Netherlands, having its corporate seat (statutaire zetel) in Terneuzen, The Netherlands and its registered office at Innovatieweg 14, 4542 NM Hoek (Terneuzen), The Netherlands and registered with the Dutch trade register under number 20162359 (the 'Dutch Seller' and the 'Dutch Servicer');

(5)	ALTUGLAS LLC, a limited liability company formed under the laws of the State of Delaware, having an office at c/o Trinseo LLC at 440 East Swedesford Road, Suite 301, Wayne, Pennsylvania 19087 ('Altuglas', a 'U.S. Seller' and a 'U.S. Servicer');

(6)	ARISTECH SURFACES LLC, a limited liability company formed under the laws of the State of Kentucky, having an office at c/o Trinseo LLC at 440 East Swedesford Road, Suite 301, Wayne, Pennsylvania 19087 ('Aristech', a 'U.S. Seller' and a 'U.S. Servicer');

(7)	TRINSEO LLC (formerly STYRON LLC), a limited liability company formed under the laws of the State of Delaware, having an office at 440 East Swedesford Road, Suite 301, Wayne, Pennsylvania 19087, (a 'U.S. Seller', a 'U.S. Servicer');

(8)

TRINSEO U.S. RECEIVABLES COMPANY SPV LLC, a limited liability company organized under the laws of the State of Delaware, having its primary office at c/o Trinseo LLC at 440 East Swedesford Road, Suite 301, Wayne, Pennsylvania 19087, in its capacity as the U.S. Intermediate Transferor (the 'U.S. Intermediate Transferor' and together with the Swiss Sellers, the German Seller, the Dutch Seller and the U.S. Sellers (as defined below), the 'Sellers');

(9)	STYRON RECEIVABLES FUNDING DESIGNATED ACTIVITY COMPANY a company incorporated in Ireland with registration number 486138, whose registered office is at Ground Floor, Two Dockland Central, Guild Street, North Dock, Dublin 1, D01 K2C5, Ireland (the 'Master Purchaser' and the 'Chargee');

(10)	TRINSEO IRELAND GLOBAL IHB LIMITED, a company incorporated in Ireland with registration number 727569, whose registered office is at Riverside One, Sir John Rogerson's Quay, Dublin 2, Ireland (the 'Investment Manager' and the 'Styron Lender');

(11)	REGENCY ASSETS DESIGNATED ACTIVITY COMPANY, a company incorporated in Ireland with registration number 272959, whose registered office is at Block A, George's Quay Plaza, George's Quay Dublin 2, Ireland (the 'Regency Lender');

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

(13)

TRINSEO HOLDING S.À R.L. (formerly STYRON HOLDING S.À R.L.), a Luxembourg private limited liability company (société à responsabilité limitée) with registered office at 26 boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 153.582 (the 'Parent' and the 'Guarantor');

(14)	TMF ADMINISTRATION SERVICES LIMITED, a company incorporated in Ireland, whose registered office is at Ground Floor, Two Dockland Central, Guild Street, North Dock, Dublin 1, D01 K2C5, Ireland (the 'Corporate Administrator' and the 'Registrar'); and

(15)

THE LAW DEBENTURE TRUST CORPORATION P.L.C., a company incorporated with limited liability in England and Wales, having its registered office at 8th Floor, 100 Bishopsgate, London EC2N 4AG, United Kingdom in its capacity as security trustee under the Styron Security Deed (the 'Styron Security Trustee'),

(together, the 'Parties').

BACKGROUND:

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

(B)

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

1	INTERPRETATION

1.1

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

1.2

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

1.3

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

1.4

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

Definitions and Framework Deed as it relates to the Styron Security Trustee and in the event of any conflict between the terms of the U.S. Servicing Agreement and this Master Definitions and Framework Deed, the terms of the U.S. Servicing Agreement shall prevail other than Clause 22 (Styron Security Trustee Party to Transaction Documents) of this Master Definitions and Framework Deed as it relates to the Styron Security Trustee.

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

2	DEFINITIONS

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

'2009 Act' means the Land and Conveyancing Law Reform Act 2009 of Ireland.

'2016 Amendment Effective Date' means 31 October 2016.

'2017 Amendment Effective Date' means 21 December 2017.

'2018 Amendment Effective Date' means 28 September 2018.

'2021 Amendment Effective Date' means 24 November 2021.

'2023 Amendment Effective Date' means 31 March 2023.

'2023 Amendment Period' means the period starting from and including the 2023 Amendment Effective Date and ending on the date falling three months following the 2023 Amendment Effective Date.

‘2023 Incremental and Refinancing Amendment’ means the 2023 Incremental and Refinancing Amendment to the Credit Agreement dated 8 September 2023 and made between, amongst other parties, Trinseo Materials Operating S.C.A and Trinseo Materials Finance, Inc. as borrowers, the guarantors party thereto from time to time, the lenders party thereto from time to time and Deutsche Bank AG New York Branch, as administrative agent and collateral agent.

'2023 Second Amendment Deed' means the deed of amendment and restatement and waiver dated on or about the 2023 Second Amendment Effective Date between the parties to this Deed.

'2023 Second Amendment Effective Date' means 23 November 2023.

'2024 Amendment Effective Date' means 28 March 2024.

'2024 Deed of Amendment, Restatement and Accession' means the deed of amendment, restatement and accession dated on or about the 2024 Amendment Effective Date between the parties to this Deed.

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

'Account Control Agreements' means (a) the UK Account Control Deed dated on or about the Closing Date by which the Swiss Sellers have created security over their Collection Accounts, (b) the U.S. Account Control Agreements, (c) the Dutch Collection Account Security Agreement, (d) the Belgian Collection Account Pledge Agreement, (e) the German Account Pledge Agreement, (f) the Trinseo Export German Account Pledge Agreement; (g) the Polish Account Pledge Agreement; and (h) any other account control agreement entered into between a Seller, the Master Purchaser and the Styron Security Trustee.

'Account Details' means the details of each of the Master Purchaser Accounts set out in Schedule 13 (Account Details) of this Deed.

'Accounting Reference Date' means, in each year:

(a)

in respect of the Master Purchaser, 31 March;

(b)

in respect of the Swiss Sellers, 31 December;

(c)

in respect of the Swiss Servicers, 31 December;

(d)

in respect of the German Seller, 31 December;

(e)

in respect of the German Servicer, 31 December;

(f)

in respect of the Dutch Seller, 31 December;

(g)

in respect of the Dutch Servicer, 31 December;

(h)

in respect of the U.S. Sellers, 31 December;

(i)

in respect of the U.S. Servicers, 31 December; and

(j)

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

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

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

'Additional Business Day' means any day specified as such in the applicable Reference Rate Terms.

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

'Additional Principal Amount' means the Regency USD Loan Additional Principal Amount, Regency EUR Loan Additional Principal Amount, the Styron USD Loan Additional Principal Amount or the Styron EUR Loan Additional Principal Amount, as applicable.

'Additional U.S. Seller' has the meaning given to that term in the U.S. Receivables Purchase Agreement.

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

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

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

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

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

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

'Aggregate Regency Loan Principal Amount Outstanding' means the aggregate Principal Amount Outstanding (calculated using the USD Equivalent of such amounts where applicable) of the

Regency USD Loan Principal Amount Outstanding and the Regency EUR Loan Principal Amount Outstanding.

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

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

'Amended and Restated Loan Facility Agreement' means the amended and restated loan facility agreement (originally named as the "Variable Loan Note Issuance Deed") and originally dated the Closing Date and as amended or as amended and restated on 24 May 2011, 30 May 2013, 31 October 2016, 28 September 2018, 24 November 2021, 23 November 2023 and the 2024 Amendment Effective Date between the Master Purchaser, the Registrar, the Cash Manager, the Styron Security Trustee and the Lenders.

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

'Applicable Stress Factor' means 2.5.

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

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

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

'Asset Shortfall' means as at any date of determination:

(a)

the USD Equivalent of the amount by which aggregate of:

(i)

the EUR Proportion of the Purchase Base;

(ii)

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

(iii)

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

(b)

the amount by which the aggregate of:

(i)

the USD Proportion of the Purchase Base;

(ii)

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

(iii)

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

is, or would be where applicable, following any funding, purchase or repayment occurring or anticipated to occur immediately prior to such determination on any day, less than the aggregate Principal Amount Outstanding of the Regency USD Loan Principal Amount Outstanding it being specified that there should be no double counting between the amounts referred to in paragraphs (a)(ii) and (a)(iii) and the amounts referred to paragraphs (b)(ii) and (b)(iii) of this definition.

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

'Auditors' means:

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

(f)

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

(g)

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

(h)

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

(i)

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

(j)

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

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

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

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

'Backstop Rate Switch Date' means in relation to a Rate Switch Currency:

(a)

the date (if any) specified as such in the applicable Reference Rate Terms; or

(b)

any other date agreed as such between the Lenders and the Master Purchaser.

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

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

'Basel III' means:

(a)

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

(b)

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

(c)

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

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

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

(a)

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

(b)

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

(c)

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

(d)

the benefit of all powers of and remedies for enforcing or protecting such Person's right, title, interest and benefit in, to, under and in respect of such Right or its Ancillary Rights, including the right to demand, sue for, recover, receive and give receipts for proceeds of and amounts due under or in respect of or relating to such Right or its Ancillary Rights; and

(e)

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

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

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

'Business Day' means a day (other than a Saturday or a Sunday) on which banks are generally open for business in London, Dublin, Zurich, Rotterdam, New York, Dallas, Texas, and:

(a)

(in relation to any date for payment or purchase of euro) which is a TARGET Day; and

(b)

(in relation to:

(i)

the fixing of an interest rate in relation to a Term Rate Loan;

(ii)

any date for payment or purchase of an amount relating to a Compounded Rate Loan; or

(iii)

the determination of the first day or the last day of an Interest Period for a Compounded Rate Loan, or otherwise in relation to the determination of the length of such an Interest Period),

which is an Additional Business Day relating to that Loan or Unpaid Sum.

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

(a)

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

(b)

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

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

(NERB x CCRR)

Where:

NERB =

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

CCRR=The Carrying Cost Reserve Ratio on such date.

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

(a)the Yield Reserve Ratio; and

(b)the Senior Costs Reserve Ratio.

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

(a)

any Termination Event that has not been remedied or waived;

(b)

an event that but for the giving of notice or lapse of time would constitute a Swiss Servicer Default, a German Servicer Default, a Dutch Servicer Default or a U.S. Servicer Default of the kind described in paragraph (a)(ii), (a)(iii) or (c) of Schedule 2 (Swiss Servicer Defaults); or

(c)

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

'Cash Equivalents' has the meaning given to this term in the Credit Agreement.

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

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

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

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

'Cash Manager Covenants' means the covenants made by the Cash Manager contained in Schedule 1 (Cash Manager Covenants) of the Cash Management Agreement.

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

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

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

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

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

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

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

'Central Bank Rate' has the meaning given to that term in the applicable Reference Rate Terms.

'Central Bank Rate Adjustment' has the meaning given to that term in the applicable Reference Rate Terms.

'Change of Control' means the occurrence of the following:

(a)

(i) Trinseo PLC ceases to own beneficially and of record directly or indirectly ordinary shares representing more than 50% of the voting power of the Parent and the Sellers of the votes capable of being cast; or (ii) any Person acquires beneficially and of record directly or indirectly ordinary shares representing more than 50% of the voting power of Trinseo PLC; and

(b)

any Person (i) other than Trinseo PLC that becomes the owner beneficially and of record directly or indirectly of ordinary shares representing more than 50% of the voting power of the Parent and the Sellers of the votes capable of being cast, or (ii) that acquires beneficially and of record directly or indirectly ordinary shares representing more than 50% of the voting power of Trinseo PLC, and in each case is otherwise not acceptable to the Master Purchaser (acting reasonably) or the Cash Manager (acting reasonably),

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

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

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

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

'Closing Date' means 12 August 2010.

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

'Collection Accounts' means accounts in the name of a Seller with a Collection Account Bank which are denominated in Euro and US Dollars into which Collections are received in respect of Euro and US Dollar amounts.

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

(a)

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

(b)

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

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

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

'Compounded Rate Currency' means any currency which is not a Term Rate Currency.

'Compounded Rate Loan' means any Loan in a Compounded Rate Currency.

'Compounded Reference Rate' means, in relation to any RFR Banking Day during the Interest Period of a Compounded Rate Loan, the percentage rate per annum which is the aggregate of:

(a)the Daily Non-Cumulative Compounded RFR Rate for that RFR Banking Day; and

(b)the applicable Credit Adjustment Spread.

'Compounding Methodology Supplement' means, in relation to the Daily Non-Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate, a document which:

(a)is agreed in writing by the Master Purchaser and the Lenders;

(b)specifies a calculation methodology for that rate; and

(c)has been made available to the Master Purchaser and each Facility Party.

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

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

'Corporate Administrator' means TMF Administration Services Limited.

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

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

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

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

'Court' means the courts of England and Wales.

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

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

'Credit Adjustment Spread' means, in respect of any Compounded Rate Loan, any rate which is either:

(a)

specified as such in the applicable Reference Rate Terms; or

(b)

determined by the Instructing Party in accordance with the methodology specified in the applicable Reference Rate Terms.

'Credit Agreement' means the credit agreement under which the Lenders (as defined therein) agreed to provide credit facilities to Trinseo Materials Operating S.C.A and Trinseo Materials Finance, Inc. as the Borrowers (as defined therein) pursuant to a US$1,075,000,000 credit agreement dated 6 September 2017 and entered into by, among others, (i) the Borrower (as defined therein); (ii) the Guarantors (as defined therein) party thereto from time to time; (iii) Deutsche Bank AG New York Branch as Administrative Agent (as defined therein), Collateral Agent (as defined therein), L/C Issuer (as defined therein) and Swing Line Lender (as defined therein) and (iv) the Lenders (as defined therein) from time to time party thereto, as amended, extended, renewed, restated, replaced, refinanced, supplemented, modified or otherwise changed from time to time, including pursuant to the 2023 Incremental and Refinancing Amendment.

'CRR' means Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012.

'Cumulative Compounded RFR Rate' means, in relation to an Interest Period for a Compounded Rate Loan, the percentage rate per annum determined by the Instructing Party in accordance with the methodology set out in Schedule 16 (Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.

'Daily Non-Cumulative Compounded RFR Rate' means, in relation to any RFR Banking Day during an Interest Period for a Compounded Rate Loan, the percentage rate per annum determined by the Instructing Party in accordance with the methodology set out in Schedule 15 (Daily Non-Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.

'Daily Rate' means the rate specified as such in the applicable Reference Rate Terms.

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

'Data Protection Law' means:

(a)

the EU GDPR;

(b)

the UK GDPR;

(c)

Irish Data Protection Acts, 1988 to 2018;

(d)

the UK Data Protection Act 2018;

(e)

the German Federal Data Protection Act (Bundesdatenschutzgesetz);

(f)

the Swiss Federal Act on Data Protection of 25 September 2020, the respective Ordinances and any other applicable Swiss data protection rules, as amended from time to time;

(g)

the EU ePrivacy Directive 2002/58/EC (as amended) and applicable local regulations including the European Communities (Electronic Communications Networks & Services) (Privacy & Electronic Communications) Regulations 2011; and

(h)

any other applicable laws or regulation relating to data protection or privacy from time to time, and any relevant transposition of, successor or replacement to those laws.

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

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

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

'Default Interest' means in respect of the Loans, the default interest payable in accordance with clause 9.4 (Default Interest) of the Amended and Restated Loan Facility Agreement.

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

(a)

the sum of:

(i)

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

(ii)

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

(b)

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

'Defaulted Receivable' means a Purchased Receivable:

(a)

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

(b)

which has become a Written-off Receivable.

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

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

'Delinquent Receivable' means a Purchased Receivable:

(a)

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

(b)

which is not a Defaulted Receivable.

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

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

'Designated Entity' means the Styron Lender in its capacity as an originator.

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

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

(a)

reduced cancelled, or adjusted as a result of:

(i)

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

(ii)

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

(iii)

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

(b)

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

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

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

(a)

the aggregate Dilution in respect of Diluted Receivables of which a Deemed Collection is required to be made under clause 7.2 of the relevant Master Receivables Purchase Agreement (without double counting under the U.S. Receivables Purchase Agreement and the U.S.

Intermediate Transfer Agreement) during the Determination Period ending on such Determination Date; by

(b)

the aggregate sales generated in the preceding Determination Period.

'Dilution Reserve Floor' means the product of the Average Dilution Ratio and the Dilution Horizon Ratio.

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

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

where:

DRR=the Dilution Reserve Ratio;

SF=the Applicable Stress Factor;

ADR=the Average Dilution Ratio;

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

DHR= the Dilution Horizon Ratio.

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

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

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

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

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

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

'Dutch Closing Date' means 30 May 2013.

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

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

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

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

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

'Dutch Seller' means Trinseo Netherlands B.V. (formerly Styron Netherlands B.V.) incorporated in The Netherlands and registered with the Dutch trade register under number 20162359, in its capacity as seller of Receivables to the Master Purchaser under the Dutch Receivables Purchase Agreement.

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

'Dutch Servicer' means the person appointed by the Master Purchaser under the Dutch Servicing Agreement to manage and provide administration and collection services in relation to the Purchased Receivables purchased by the Master Purchaser pursuant to the Dutch Receivables Purchase Agreement, being Styron Netherlands B.V. at the Dutch Funding Date.

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

'Dutch Servicer Report' means the Dutch Servicer's Daily Report, the Dutch Servicer's Monthly Report or the Dutch Servicer's Quarterly Report (as the case may be).

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

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

'Dutch Servicer's Quarterly Report' means any document prepared by the Dutch Servicer in accordance with Clause 31.1 (Dutch Servicer's Quarterly Reports) of this Deed which identifies the addresses and contact details of the Obligors of the Dutch Purchased Receivables, provided that all data required to be included in the Dutch Servicer's Quarterly Report shall be consolidated in the Swiss Servicers' Quarterly Report.

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

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

'Eligibility Criteria' means the criteria set out in Schedule 3 (Eligibility criteria in respect of Receivables) of this Deed.

'Eligible Country' means a country that is not an Unrestricted Country (or has not been designated an Unrestricted Country by the Regency Lender) and is listed in Schedule 6 (Eligible Countries), provided that, each of Belarus, Egypt, Russia and Turkey shall only be considered an Eligible Country following the designation of each such country as an Eligible Country in a Utilisation Request submitted by the Master Purchaser to the Lenders pursuant to the Amended and Restated Loan Facility Agreement, which designation shall remain in effect until at least the Roll Date immediately following the payment of the respective Additional Principal Amount specified in the Utilisation Request.

'Eligible Institution' means a bank or financial institution duly authorised in respect of its activities under the laws and regulations of (i) the United Kingdom or (ii) a member state of the European

Union, the short term unsecured and unsubordinated debt obligations of which are rated at least P-1 by Moody's and A-1 by S&P.

'Eligible Obligors' means Obligors who are:

(a)

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

(b)

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

(c)

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

(d)

resident in an Eligible Country or an Unrestricted Country;

(e)

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

(f)

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

(g)

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

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

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

(f)

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

(g)

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

(h)

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

(i)

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

(j)

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

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

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

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

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

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

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

'EU GDPR' means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such personal data.

'EU Securitisation Regulation' means Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017, as amended, including (i) relevant regulatory and/or implementing technical standards or delegated regulations in relation thereto (including applicable technical standards or delegated regulations by virtue of any transitional provisions), and/or (ii) any relevant guidance and policy statements in relation thereto published by the European Banking Authority, the European Securities and Markets Authority and/or the European Commission.

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

(a)

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

(b)

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

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

'EUWA' means the European Union (Withdrawal) Act 2018, as amended.

'Event of Default' means an event of default as set out in Schedule 8 (Events of Default) of this Deed.

'Excluded Obligor' means any Goodyear Company, any Obligor which (so far as the relevant Seller is aware) has long term unsecured, unsubordinated, unguaranteed debt obligations which are rated below 'Ba3' by Moody's or below 'BB-' by S&P and any other Obligor which a Seller nominates (or has since 17 August 2010 nominated and not since notified the Master Purchaser otherwise) as an Excluded Obligor by providing 10 days' written notice to the Master Purchaser and the Cash Manager provided that the relevant Seller may, on 10 days' written notice specify that any Obligor that is then an Excluded Obligor is, from the expiry of such notice, no longer an Excluded Obligor.

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

'Expenses' means:

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

(f)

any taxes due and payable by the Master Purchaser in connection with the purchase of Receivables pursuant to the Master Receivables Purchase Agreement and the utilisation of Loans;

(g)

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

(h)

in respect of sub-clause 15.1.2(b) (Post-Enforcement Payments Priorities) of the Styron Security Deed only, an amount to be paid to the Collection Account Bank equal to all debit balances on the Pledged Accounts (as defined in the Styron Germany Account Pledge Agreement, German Account Pledge Agreement and the Trinseo Export German Account

Pledge Agreement) which might result from re-debits following returned collection orders from cheques or direct debits or from incorrect bank transfers insofar as they relate to Collections in connection with the Pledged Accounts as defined in the Styron Germany Account Pledge Agreement, the German Account Pledge Agreement and the Trinseo Export German Account Pledge Agreement.

'Facility Limit' means USD 150,000,000.

'Facility Party' means any Transaction Party excluding the Sellers, the Servicers and the Investment Manager.

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

'FCA' means Financial Conduct Authority.

'Fee Letter' means:

(a)

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

(b)

for the period from and including the 2017 Amendment Date to but excluding the 2021 Amendment Effective Date, the fee letter dated on or around the 2017 Amendment Date between, among others, the Sellers, the Parent, the Master Purchaser and the Regency Lender;

(c)

for the period from and including the 2021 Amendment Effective Date, the fee letter dated on or around the 2021 Amendment Effective Date between, among others, the Sellers, the Parent, the Master Purchaser and the Regency Lender; and

(d)

for the period from and including the 2024 Amendment Effective Date, the fee letter dated on or around the 2024 Amendment Effective Date between, among others, the Sellers, the Parent, the Master Purchaser and the Regency Noteholder.

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

'Final Legal Maturity Date' means 18 November 2025.

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

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

'Framework Deed' and 'Master Definitions and Framework Deed' means this Deed.

'Framework Provisions' means the provisions set out in Clauses 3 (Agreement) to 8 (Notices) and 10 (Default Interest) to 25 (Provisions relating to the Transaction Documents) (inclusive) of the Framework Deed.

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

'Funding Rate' means any individual rate notified by a Lender to the Cash Manager and Master Purchaser pursuant to paragraph (a)(ii) of Clause 30.4 (Cost of funds).

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

'German Account Pledge Agreement' means the Account Pledge Agreement executed by Trinseo Europe GmbH as Swiss Seller, the Master Purchaser and the Styron Security Trustee with respect to the Collection Accounts of Trinseo Europe GmbH dated 17 August 2010.

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

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

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

'German Purchase Rate' means 99%.

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

'German Receivables' means Receivables originated by the German Seller.

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

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

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

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

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

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

'German Servicer Report' means the German Servicer's Daily Report, the German Servicer's Monthly Report or the German Servicer's Quarterly Report (as the case may be).

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

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

'German Servicer's Quarterly Report' means any document prepared by the German Servicer in accordance with Clause 31.2 (German Servicer's Quarterly Reports) of this Deed which identifies the addresses and contact details of the Obligors of the German Purchased Receivables, provided that all data required to be included in the German Servicer's Quarterly Report shall be consolidated in the Swiss Servicers' Quarterly Report.

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

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

'Goodyear Company' means any of:

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

(b)Goodyear Canada Inc.;

(c)Goodyear Dalian Tire Co Ltd;

(d)Goodyear De Chile A I C;

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

(f)Goodyear SA (pty) Ltd;

(g)Goodyear (Thailand) Public Company Limited;

(h)The Goodyear Tire and Rubber Company; and

(i)Goodyear Lastikleri T.A.S.

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

'Guarantee Agreement' means the agreement dated 12 August 2010, as amended and restated on 24 May 2011, 30 May 2013, 31 October 2016 and on the 2024 Amendment Effective Date to which the Guarantor, the Styron Security Trustee, the Master Purchaser and Regency Lender are party.

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

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

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

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

'Guidelines' means:

(a)

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

(b)

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

(c)

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

(d)

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

(e)

circular letter No. 15 in relation to bonds and derivatives of 3 October 2017 (Kreisschreiben Nr. 15 vom 7. Februar 2007 betreffend Obligationen und derivative Finanzinstrumente als Gegenstand der direkten Bundessteuer, der Verrechnungssteuer sowie der Stempelabgaben);

(f)

circular letter No. 46 (1-046-VS-2019) in relation to syndicated credit facilities of 24 July 2019 (Kreisschreiben Nr. 46 betreffend steuerliche Behandlung von Konsortialdarlehen, Schuldscheindarlehen, Wechseln und Unterbeteiligungen vom 24. Juli 2019); and

(g)

and circular letter No. 47 (1-047-V-2019) in relation to bonds of 25 July 2019 (Kreisschreiben Nr. 47 betreffend Obligationen vom 25. Juli 2019),

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

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

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

'Initial Lenders' means the initial Regency Lender and the initial Styron Lender.

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

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

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

'Insolvency Act' means the Insolvency Act 1986.

'Insolvency Event' in respect of a company means:

(a)

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

(b)

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

(c)

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

(d)

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

(e)

such company otherwise becomes insolvent; or

(f)

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

(g)

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

(i)

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

(ii)

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

(iii)

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

(iv)

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

(h)

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

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

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

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

'Instructing Party' means (i) the Regency Lender or (ii) if the Styron Lender and Regency Assets Designated Activity Company confirm to the Styron Security Trustee in writing that there are no Regency Loans outstanding and the Regency Lender has no further obligations to advance further Loans, such other person as the Secured Creditors (other than the Styron Security Trustee) shall unanimously agree and notify to the Styron Security Trustee.

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

'Interpolated Primary Term Rate' means, in relation to any Term Rate Loan, the rate (rounded to the same number of decimal places as the two relevant Primary Term Rates) which results from interpolating on a linear basis between:

(a)

the applicable Primary Term Rate for the longest period (for which that Primary Term Rate is available) which is less than the Interest Period of that Loan; and

(b)

the applicable Primary Term Rate for the shortest period (for which that Primary Term Rate is available) which exceeds the Interest Period of that Loan,

each as of the Quotation Time.

'Investment Manager' means the person appointed by the Sellers to accept the Purchase Price with respect to Purchased Receivables on their behalf and to perform various other services related to the collection and distribution of such funds, being Trinseo Ireland Global IHB Limited, as at the 2023 Second Amendment Effective Date.

'Investment Manager Operating Accounts' means the following accounts:

(a)in respect of euro:

Account Name:Trinseo Ireland Global IHB Limited
Bank:
SWIFT:
IBAN:
a/c Number:

(b)in respect of US Dollar:

Account Name: Trinseo Ireland Global IHB Limited
Bank:
SWIFT:
IBAN:
a/c:

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

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

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

'Large Obligor' means an Obligor in respect of which:

(a)

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

(b)

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

'Ledgers' means the Distribution Ledgers and 'Ledger' means any one of them.

'Lender's Account' means the account of each Lender to which the Master Purchaser is to remit funds pursuant to the Amended and Restated Loan Facility Agreement as specified in the Account Details or as otherwise notified to the Master Purchaser and the Cash Manager.

'Lenders' means the Regency Lender and the Styron Lender.

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

'Liquidity' means, at any time, the aggregate of, without double counting:

(a)

the cash and Cash Equivalents of Trinseo PLC and its subsidiaries; plus

(b)

the aggregate principal amount of the Aggregate Commitments (as such term is defined in the Credit Agreement) available to be borrowed as of such date; plus

(c)

the difference between (i) the amount equal to the Regency Percentage of the Purchase Base (taking into account any proposed utilisation of the Regency Loans) and (ii) the sum of the Regency USD Loan Principal Amount Outstanding and the USD Equivalent of the Regency EUR Loan Principal Amount Outstanding.

'Liquidity Facility Agreement' means the liquidity facility agreement dated 11 August 2010, as amended and restated on 30 May 2013, 4 February 2016 and 21 December 2017, as amended on 28 September 2018 and on 24 September 2021 and as amended and restated on 24 November 2021 and the 2024 Amendment Effective Date between the Regency Lender, the Liquidity Facility Provider and Vistra Alternative Investments (Ireland) Limited.

'Liquidity Facility Provider' means HSBC Bank plc.

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

'Loan Rate' means the relevant Loan Interest Rate.

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

(A x B) + (C x D)

where

A =the CP Rate for the relevant Interest Period;

B =

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

C =

for so long as it is applicable in accordance with the Transaction Documents, the Primary Term Rate, and thereafter the Compounded Reference Rate, for the relevant currency and Interest Period; and

D =

the fraction, expressed as a percentage, of (i) the principal amount of the Regency USD Loan (if the relevant Loan is denominated in US Dollars) or Regency EUR Loan (if the relevant Loan is denominated in Euro), the purchasing and holding of which is funded by drawings under the Liquidity Facility Agreement over (ii) the Regency USD Loan Principal Amount Outstanding (if the relevant Loan is denominated in US Dollars) or Regency EUR Loan Principal Amount Outstanding (if the relevant Loan is denominated in Euro).

'Loan Principal Payment' has the meaning given to it in clause 8.2(a) of the Amended and Restated Loan Facility Agreement.

'Loan Proceeds' means, in respect of the advance of the Loans or any increase in the Principal Amount Outstanding, the gross proceeds of such advance or increase.

'Loans' means the Regency Loan and the Styron Loan and 'Loan' means any of them.

'Lookback Period' means the number of days specified as such in the applicable Reference Rate Terms.

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

(LDRR x NERB)

where:

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

NERB =

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

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

(a)the Loss Reserve Ratio; plus

(b)the Dilution Reserve Ratio.

'Loss Horizon Ratio' means, as of any Monthly Reporting Date, the sum of (i) the preceding four (4) months of aggregate sales divided by (ii) the Net Eligible Receivables Balance as at the end of the current Determination Period.

'Loss Reserve Floor' means (i) during the 2023 Amendment Period, 20% and (ii) following the 2023 Amendment Period, 15%.

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

LRR=LHR x AD x SF

where:

LRR =the Loss Reserve Ratio;

LHR =the Loss Horizon Ratio;

AD =

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

SF=the Applicable Stress Factor.

'LPA' means the Law of Property Act 1925.

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

'Market Disruption Rate' means the rate (if any) specified as such in the applicable Reference Rate Terms.

'Master Purchaser' means Styron Receivables Funding Designated Activity Company, a company registered in Ireland with registration number 486138, whose registered office is at Ground Floor, Two Dockland Central, Guild Street, North Dock, Dublin 1, D01 K2C5, Ireland.

'Master Purchaser Account Bank' means HSBC Bank plc.

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

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

'Master Purchaser Covenants' means the covenants of the Master Purchaser set out in Schedule 7 (Master Purchaser Representations, Warranties and Covenants) of this Deed.

'Master Purchaser Enforcement Event' means an Event of Default.

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

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

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

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

'Master Purchaser Warranties' means the representations and warranties of the Master Purchaser set out in Schedule 7 (Master Purchaser Representations, Warranties and Covenants) of this Deed and 'Master Purchaser Warranty' means any of them.

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

'Material Adverse Effect' means a material adverse effect on:

(a)

the collectability of the Receivables or any significant portion thereof,

(b)

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

(c)

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

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

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

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

'Month' means, in relation to an Interest Period (or any other period for the accrual of commission or fees in a currency), a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, subject to adjustment in accordance with the rules specified as Business Day Conventions in the applicable Reference Rate Terms.

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

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

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

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

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

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

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

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

'Normal Concentration Limit' has the meaning set out in paragraph (u) of Schedule 3 (Eligibility criteria in respect of Receivables).

'Notices Details' means the provisions set out in Clause 8 (Notices) of this Deed.

'Notification Event' means a Perfection Event.

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

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

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

	Long-Term Rating of Obligor	Equivalent Short- Term Rating	Applicable Percentage
S&P	AA- or higher	A-1	10%
Moody's	Aa3 or higher	P-1	10%
S&P	BBB+ or higher (but lower than AA-)	A-2	7.5%
Moody's	Baa1 or higher (but lower than Aa3	P-2	7.5%
S&P	BBB- or higher (but lower than BBB+)	A-3	5%
Moody's	Baa3 or higher (but lower than Baa1)	P-3	5%
S&P	Lower than BBB- or Not Rated	Lower than A2 or Not Rated	3%
Moody's	Lower than Baa3 or Not Rated	Lower than P2 or Not Rated	3%

For purposes of calculating the foregoing:

(a)

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

(b)

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

(c)

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

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

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

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

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

'Parent' means Trinseo Holding S.à r.l., a Luxembourg private limited liability company (société à responsabilité limitée) with registered office at 26 boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 153.582.

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

'Participating Member State' means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

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

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

'Perfection Event' means the occurrence of any of the events set out in Part B (Perfection Events) of Schedule 1.

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

'Personal Data' means all personal data (which has the meaning given to that term in Data Protection Law) processed under or in connection with the Transaction Documents.

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

'Polish Account Pledge Agreement' means the Account Pledge Agreement executed by Trinseo Export GmbH (as a Swiss Seller), the Master Purchaser and the Styron Security Trustee with respect to the Polish Collection Account of Trinseo Export GmbH dated 22 April 2022.

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

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

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

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

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

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

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

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

'PRA' means the Prudential Regulation Authority.

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

'Primary Term Rate' means the rate specified as such in the applicable Reference Rate Terms.

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

'Programme Termination Date' means the earliest to occur of:

(a)

the Final Legal Maturity Date;

(b)

the date on which a Perfection Event in paragraph (b) (Insolvency) or paragraph (k) (Trinseo PLC Insolvency) in Part B (Perfection Events) of Schedule 1 occurs;

(c)

the date on which a Termination Event in paragraph (k) (Trigger Events) in Part A (Termination Events) of Schedule 1 occurs;

(d)

the date, following a Termination Event, that the Master Purchaser, acting on the instructions of the Instructing Party, notifies the Sellers that it is the Programme Termination Date; and

(e)

the date that the Parent notifies, with at least thirty (30) calendar days' notice, the Master Purchaser, the Regency Lender, the Cash Manager and the Styron Security Trustee that it is the Programme Termination Date, provided that no additional fees, premium or penalty shall be payable by any Trinseo Party as a result of such designation.

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

'Purchase Date' means, in respect of a Receivable and its Related Rights, the date such Receivable is accepted by the Master Purchaser pursuant to the relevant Master Receivables Purchase

Agreement or, in the case of a sale of Receivables by the U.S. Sellers to the U.S. Intermediate Transferor, the date such Receivable is sold or contributed to the U.S. Intermediate Transferor pursuant to the U.S. Receivables Purchase Agreement.

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

'Purchase Rate' means:

(a)

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

(b)

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

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

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

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

'Qualifying Jurisdiction' means:

(a)

a member state of the European Communities other than Ireland;

(b)

the United Kingdom;

(c)

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

(d)

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

'Quarterly Reporting Date' means each Monthly Reporting Date falling in March, June, September and December of each calendar year.

'Quotation Day' means the day specified as such in the applicable Reference Rate Terms.

'Quotation Time' means the relevant time (if any) specified as such in the applicable Reference Rate Terms.

'Quoted Tenor' means, in relation to a Primary Term Rate, any period for which that rate is customarily displayed on the relevant page or screen of an information service (excluding 1 week and 2 month tenors for USD LIBOR).

'Rate Switch Currency' means a Term Rate Currency:

(a)

which is specified as a 'Rate Switch Currency' in the applicable Reference Rate Terms; and

(b)

for which there are Reference Rate Terms applicable to Compounded Rate Loans.

'Rate Switch Date' means:

(a)

in relation to a Rate Switch Currency, the earlier of:

(i)

the Backstop Rate Switch Date; and

(ii)

any Rate Switch Trigger Event Date,

for that Rate Switch Currency; or

(b)

in relation to a Rate Switch Currency which:

(i)

becomes a Rate Switch Currency after the date of this Agreement; and

(ii)

for which there is a date specified as the 'Rate Switch Date' in the applicable Reference Rate Terms,

that date.

'Rate Switch Trigger Event' means:

(a)

in relation to any Rate Switch Currency and the Primary Term Rate applicable to Loans in that Rate Switch Currency:

(i)

(A)

the administrator of that Primary Term Rate or its supervisor publicly announces that such administrator is insolvent; or

(B)

information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Primary Term Rate is insolvent,

provided that, in each case, at that time, there is no successor administrator to continue to provide that Primary Term Rate;

(ii)

the administrator of that Primary Term Rate publicly announces that it has ceased or will cease to provide that Primary Term Rate for any Quoted Tenor permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Primary Term Rate for that Quoted Tenor;

(iii)

the supervisor of the administrator of that Primary Term Rate publicly announces that such Primary Term Rate has been or will be permanently or indefinitely discontinued for any Quoted Tenor; or

(iv)

the administrator of that Primary Term Rate or its supervisor publicly announces that that Primary Term Rate for any Quoted Tenor may no longer be used; or

(b)

in relation to the Primary Term Rate for any Rate Switch Currency, the supervisor of the administrator of that Primary Term Rate publicly announces or publishes information stating that that Primary Term Rate for any Quoted Tenor is no longer, or as of a specified future date will no longer be, representative of the underlying market and the economic reality that it is intended to measure and that such representativeness will not be restored (as determined by such supervisor); or

(c)

in the opinion of the Lenders and the Master Purchaser, that Primary Term Rate is otherwise no longer appropriate for the purposes of calculating interest under the Transaction Documents.

'Rate Switch Trigger Event Date' means, in relation to a Rate Switch Currency:

(a)

in the case of an occurrence of a Rate Switch Trigger Event for that Rate Switch Currency described in paragraph (a)(i) of the definition of 'Rate Switch Trigger Event', the date on which the relevant Primary Term Rate ceases to be published or otherwise becomes unavailable; and

(b)

in the case of an occurrence of a Rate Switch Trigger Event for that Rate Switch Currency described in paragraphs (a)(ii), (a)(iii) or (a)(iv) of the definition of 'Rate Switch Trigger Event', the date on which the relevant Primary Term Rate for the relevant Quoted Tenor ceases to be published or otherwise becomes unavailable; and

(c)

in the case of an occurrence of a Rate Switch Trigger Event for that Rate Switch Currency described in paragraph (b) of the definition of 'Rate Switch Trigger Event', the date on which the relevant Primary Term Rate for the relevant Quoted Tenor ceases to be representative of the underlying market and the economic reality that it is intended to measure (as determined by the supervisor of the administrator of such Primary Term Rate); and

(d)

in the case of an occurrence of a Rate Switch Trigger Event for that Rate Switch Currency described in paragraph (c) of the definition of 'Rate Switch Trigger Event', the date determined by the Lenders and the Master Purchaser.

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

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

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

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

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

'Reference Rate Supplement' means, in relation to any currency, a document which:

(a)

is agreed in writing by the Master Purchaser and the Lenders;

(b)

specifies for that currency the relevant terms which are expressed in the Transaction Documents to be determined by reference to Reference Rate Terms;

(c)

specifies whether that currency is a Compounded Rate Currency or a Term Rate Currency; and

(d)

has been made available to the Master Purchaser and each Facility Party.

'Reference Rate Terms' means, in relation to:

(a)

a currency;

(b)

a Loan or an Unpaid Sum in that currency;

(c)

an Interest Period for that Loan or Unpaid Sum (or other period for the accrual of commission or fees in a currency); or

(d)

any term of a Transaction Document relating to the determination of a rate of interest in relation to such a Loan or Unpaid Sum,

the terms set out for that currency, and (where such terms are set out for different categories of Loan, Unpaid Sum or accrual of commission or fees in that currency) for the category of that Loan, Unpaid Sum or accrual, in Schedule 17 (Reference Rate Terms) or in any Reference Rate Supplement.

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

'Regency EUR Loan' means a EUR denominated loan made or to be made by the Regency Lender pursuant to the Amended and Restated Loan Facility Agreement.

'Regency EUR Loan Additional Principal Amount' means the greater of (i) zero and (ii) the EUR Proportion of the Regency Percentage of the Purchase Base specified in the Swiss Servicers' Daily Report delivered three Business Days prior to the relevant Roll Date or, if applicable, on the relevant Reporting Date on which a Seller makes a request pursuant to clause 6.1.1 or 6.1.2 of the Amended and Restated Loan Facility Agreement less the Principal Amount Outstanding of the Regency EUR Loan immediately prior to the relevant Roll Date.

'Regency EUR Loan Initial Principal Amount' means the EUR Proportion of the Regency Percentage of the Purchase Base specified in the first Swiss Servicers' Daily Report delivered by Trinseo Europe GmbH as Swiss Servicer.

'Regency EUR Loan Principal Amount Outstanding' means:

(a)

on the Swiss Funding Date, the Regency EUR Loan Initial Principal Amount; and

(b)

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

(i)

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

(ii)

minus (if such day is a Roll Date) the Regency EUR Loan Repayment Amount paid to the Regency Lender on such day.

'Regency EUR Loan Repayment Amount' means:

(a)

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

(b)

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

'Regency Lender' means Regency Assets Designated Activity Company and its assigns.

'Regency Lender Related Debt' means any notes or other securities or instruments issued or any other debt incurred by the Regency Lender (including any liquidity facility agreement, participation agreement or credit support agreement) or any hedging agreement entered into by the Regency Lender in connection with the funding provided or to be provided pursuant to the Amended and Restated Loan Facility Agreement.

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

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

where

A =

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

B =

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

C =the relevant Loan Interest Rate,

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

'Regency Loan Repayment Amount' means the Regency EUR Loan Repayment Amount or the Regency USD Loan Repayment Amount as applicable.

'Regency Loans' means the Regency USD Loan and the Regency EUR Loan.

'Regency Percentage' means:

(a)

in respect of the Regency EUR Loan, 100% minus the Styron Percentage for the Styron EUR Loan;

(b)

in respect of the Regency USD Loan, 100% minus the Styron Percentage for the Styron USD Loan; or

(c)

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

'Regency USD Loan' means a US Dollar denominated loan made or to be made by the Regency Lender pursuant to the Amended and Restated Loan Facility Agreement.

'Regency USD Loan Additional Principal Amount' means the greater of (i) zero and (ii) the USD Proportion of the Regency Percentage of the Purchase Base specified in the Swiss Servicers' Daily Report delivered three Business Days prior to the relevant Roll Date or, if applicable, on the relevant Reporting Date on which a Seller makes a request pursuant to clause 6.1.1 or 6.1.2 of the Amended and Restated Loan Facility Agreement less the Principal Amount Outstanding of the Regency USD Loan immediately prior to the relevant Roll Date.

'Regency USD Loan Initial Principal Amount' means the USD Proportion of the Regency Percentage of the Purchase Base specified in the first Swiss Servicers' Daily Report delivered by Trinseo Europe GmbH as a Swiss Seller.

'Regency USD Loan Principal Amount Outstanding' means:

(a)

on the Swiss Funding Date, the Regency USD Loan Initial Principal Amount Outstanding; and

(b)

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

(i)

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

(ii)

minus (if such day is a Roll Date) the Regency USD Loan Repayment Amount paid to the Regency Lender on such day.

'Regency USD Loan Repayment Amount' means:

(a)

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

(b)

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

'Registrar' means TMF Administration Services Limited.

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

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

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

'Related Security' means with respect to any Purchased Receivable:

(a)

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

(b)

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

(c)

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

(d)

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

'Relevant' means:

(a)

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

(b)

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

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

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

'Relevant Interest Amount' means, depending on the context:

(a)

the Regency Loan Interest Amount; or

(b)

the Styron Loan Interest Amount.

'Relevant Market' has the meaning given to that term in the applicable Reference Rate Terms.

'Relevant Nominating Body' means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of any, of them or the Financial Stability Board.

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

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

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

'Reporting Time' means the relevant time (if any) specified as such in the applicable Reference Rate Terms.

'Required Filings' means in respect of the Master Purchaser:

(a)

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

(b)

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

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

(a)

any law, treaty, rule, requirement or regulation;

(b)

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

(c)

a mandatory requirement of any regulatory authority having jurisdiction; or

(d)

a determination of an arbitrator or Governmental Authority;

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

'Reserve Floor' means the sum of the Loss Reserve Floor and the Dilution Reserve Floor.

'Retention Holder' means each of the Sellers (other than the U.S. Intermediate Transferor and the German Seller) and the Styron Lender.

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

'Revenue Ledger' means the ledger in the books of the Master Purchaser so named.

'RFR' means the rate specified as such in the applicable Reference Rate Terms.

'RFR Banking Day' means any day specified as such in the applicable Reference Rate Terms.

'Right' means any asset, agreement, property or right.

'Roll Date' means each Monthly Payment Date and each other date determined in accordance with Section B, clause 6.5.4 of the Amended and Restated Loan Facility Agreement.

'Rolling Average Turnover Ratio' means:

(a)

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

(b)

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

(c)

30.

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

'Sanctions Authorities' means:

(a)

the United States government;

(b)

the United Nations;

(c)

the European Union;

(d)

the United Kingdom;

(e)

Switzerland;

(f)

Hong Kong; and

(g)

the respective Governmental Authorities of any of the foregoing, including without limitation, OFAC, the US Department of State and His Majesty's Treasury.

'SEC' means the United States Securities and Exchange Commission.

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

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

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

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

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

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

'Seller' means each of:

(a)

the Swiss Sellers;

(b)

the German Seller;

(c)

the Dutch Seller;

(d)

the U.S. Sellers;

(e)

the U.S. Intermediate Transferor; and

(f)

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

together the 'Sellers'.

'Seller and Servicer Parties' and 'Seller and Servicer Party' has the meaning given to it in Clause 14 (Appointment of Parent by Seller and Servicer Parties; Modification and waiver) of this Deed.

'Seller and Servicer Party Agent' means the Parent appointed to act on behalf of each Seller and Servicer Party in relation to the Transaction Documents pursuant to Clause 14 (Appointment of Parent by Seller and Servicer Parties; Modification and waiver) of this Deed.

'Seller Permitted Encumbrance' means:

(a)

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

(b)

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

(c)

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

(d)

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

'Seller's Credit and Collection Procedures' means the origination, credit and collection procedures employed by the relevant Seller from time to time in relation to the provision and sale of chemical products and related services as attached to this Deed as Schedule 18 (Seller's Credit and Collection Procedures), as may be amended with the consent of the Cash Manager from time to time.

'Senior Costs' means 1%.

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

'Senior Costs Reserve Ratio' means:

(a)

the Senior Costs, multiplied by

(b)

the Carry Cost Stress Rate, multiplied by

(c)

the Days Sales Outstanding, divided by

(d)

360.

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

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

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

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

'Settlement Date' means:

(a)

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

(b)

the Swiss Funding Date;

(c)

each Roll Date; and

(d)

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

'Settlement Date Payments Priorities' means the provisions relating to the order of priority of payments set out in Paragraph 10 (Payments from Distribution Ledgers on a Settlement Date) of Part 5 (Payments Priorities) of Schedule 1 (Services to be provided by the Cash Manager) of the Cash Management Agreement.

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

'Special Concentration Limit' has the meaning set out in paragraph (u) of Schedule 3 (Eligibility criteria in respect of Receivables).

'Specified Office' means, in relation to any Person:

(a)

the office specified against its name in the Notices Details; or

(b)

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

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

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

'Styron EUR Loan' means a EUR denominated loan made or to be made by the Styron Lender pursuant to the Amended and Restated Loan Facility Agreement.

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

'Styron EUR Loan Initial Principal Amount' means the EUR Proportion of the Styron Percentage of the Purchase Base specified in the first Swiss Servicers' Daily Report delivered by Trinseo Europe GmbH as Swiss Servicer.

'Styron EUR Loan Principal Amount Outstanding' means:

(a)

on the Swiss Funding Date, the Styron EUR Loan Initial Principal Amount; and

(b)

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

(i)

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

(ii)

minus (if such day is a Settlement Date) the Styron EUR Loan Repayment Amount paid to the Styron Lender on such day.

'Styron EUR Loan Repayment Amount' means:

(a)

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

(b)

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

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

(a)

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

(b)

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

(c)

the product of:

(i)

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

(ii)

the fraction:

(A)

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

(B)

the denominator of which is the EUR Equivalent of the Eligible Pool Balance,

but which shall from 1 January 2015, at any time where the Regency Loan remains outstanding or the Regency Lender has any obligations to advance further Loans, always be at least 5 per cent of the Outstanding Balance of all German Purchased Receivables.

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

'Styron Lender' means Trinseo Ireland Global IHB Limited and its assigns.

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

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

where

A =

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

B =

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

C =the Loan Interest Rate in respect of such Monthly Payment Date,

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

'Styron Loans' means the Styron USD Loan and the Styron EUR Loan.

'Styron Loan Repayment Amount' means the Styron EUR Loan Repayment Amount or the Styron USD Loan Repayment Amount as applicable.

'Styron Loan Initial Principal Amount' means the Styron EUR Loan Initial Principal Amount or the Styron USD Loan Initial Principal Amount as applicable.

'Styron Percentage' means:

(a)

in respect of the Styron EUR Loan; or

(b)

in respect of the Styron USD Loan,

the percentage notified to the Master Purchaser pursuant to clause 6.5 (Notification of Styron Percentage and Roll Dates) of the Amended and Restated Loan Facility Agreement in respect of such Loan.

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

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

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

'Styron USD Loan' means a US Dollar denominated loan made or to be made by the Styron Lender pursuant to the Amended and Restated Loan Facility Agreement.

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

'Styron USD Loan Initial Principal Amount' means the USD Proportion of the Styron Percentage of the Purchase Base specified in the first Swiss Servicers' Daily Report delivered by Trinseo Europe GmbH as Swiss Servicer.

'Styron USD Loan Principal Amount Outstanding' means:

(a)

on the Swiss Funding Date, the Styron USD Loan Initial Principal Amount; and

(b)

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

(i)

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

(ii)

minus (if such day is a Settlement Date) the Styron USD Loan Repayment Amount paid to the Styron Lender on such day.

'Styron USD Loan Repayment Amount' means:

(a)

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

(b)

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

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

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

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

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

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

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

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

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

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

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

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

'Swiss Receivables' means Receivables originated by a Swiss Seller.

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

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

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

'Swiss Servicer Default' means the occurrence of any of the events described in Schedule 2 (Swiss Servicer Defaults) hereto.

'Swiss Servicer Fee Percentage' means 0.25 per cent.

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

'Swiss Servicer Report' means the Swiss Servicers' Daily Report, the Swiss Servicers' Monthly Report or the Swiss Servicers' Quarterly Report (as the case may be).

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

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

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

'Swiss Servicers' Quarterly Report' means any document prepared by the Swiss Servicers in accordance with Clause 31.3 (Swiss Servicers' Quarterly Reports) of this Deed which identifies the addresses and contact details of the Obligors of the Swiss Purchased Receivables and containing all

the data required to be included in the German Servicer's Quarterly Report, the Dutch Servicer's Quarterly Report and the U.S. Servicers' Quarterly Report.

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

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

'T2' means the real time gross settlement system operated by the Eurosystem, or any successor system.

'TARGET Day' means a day on which T2 is open for settlement of payments in Euro.

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

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

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

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

'Tax Event' has the meaning given to it in Clause 11.1 (No Tax Deduction) of the Amended and Restated Loan Facility Agreement.

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

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

'Term Rate Currency' means:

(a)

euro;

(b)

prior to the applicable Rate Switch Date, dollar; and

(c)

any currency specified as such in a Reference Rate Supplement relating to that currency,

to the extent, in any case, not specified otherwise in a subsequent Reference Rate Supplement.

'Term Rate Loan' means any Loan or, if applicable, Unpaid Sum in a Term Rate Currency to the extent that it is not, or has not become, either:

(a)

a 'Compounded Rate Loan' for its then current Interest Period pursuant to Clause 30.1 (Interest calculation if no Primary Term Rate); or

(b)

a 'Compounded Rate Loan' pursuant to Clause 29 (Rate switch).

'Term SOFR' means the applicable rate for SOFR (as determined by the Cash Manager) administered by CME Group Benchmark Administration Limited or any replacement or successor thereto.

'Term Reference Rate' means, in relation to a Term Rate Loan:

(a)

the applicable Primary Term Rate as of the Quotation Time for a period equal in length to the Interest Period of that Loan; or

(b)

as otherwise determined pursuant to Clause 30.1 (Interest calculation if no Primary Term Rate),

and if, in either case, that rate is less than zero, the Term Reference Rate shall be deemed to be zero.

'Termination Event' means the occurrence of any of the events set out in Part A (Termination Events) of Schedule 1.

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

'Total Reserves' means, as of the Determination Date, an amount equal to the sum of (a) the greater of (i) the Loss and Dilution Reserve Ratio; and (ii) the Reserve Floor; plus (b) the Carrying Cost Reserve Ratio.

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

'Transaction Documents' means:

(a)

the Swiss Receivables Purchase Agreement;

(b)

the German Receivables Purchase Agreement;

(c)

the Dutch Receivables Purchase Agreement;

(d)

the U.S. Receivables Purchase Agreement;

(e)

the U.S. Intermediate Transfer Agreement;

(f)

the Swiss Servicing Agreement;

(g)

the German Servicing Agreement;

(h)

the Dutch Servicing Agreement;

(i)

the U.S. Servicing Agreement;

(j)

the Master Definitions and Framework Deed;

(k)

the Amended and Restated Loan Facility Agreement;

(l)

the Cash Management Agreement;

(m)

the Styron Security Deed;

(n)

the German Security Assignment and Trust Agreement;

(o)

the U.S. Security Agreement;

(p)

the Account Bank Agreement;

(q)

the Guarantee Agreement;

(r)

the Corporate Services Agreement;

(s)

each Account Control Agreement;

(t)

the Fee Letter;

(u)

the Master Purchaser Receivables Power of Attorney;

(v)

the U.S. Intermediate Transferor Receivables Power of Attorney;

(w)

the 2024 Deed of Amendment, Restatement and Accession; and

(x)

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

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

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

'Treaty' means the Treaty establishing the European Community, as amended.

'Trinseo Entity' means the Parent and each of its Affiliates.

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

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

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

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

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

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

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

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

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

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

'UK GDPR' means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, as it forms part of the law of the U.K. by virtue of section 3 of the EUWA.

'UK Securitisation Regulation' means Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017, as it forms part of the domestic law of the U.K. by virtue of the EUWA, and as amended by, amongst other regulations, the Securitisation (Amendment) (EU Exit) Regulations 2019, including (i) any binding technical standards relating thereto (including applicable technical standards by virtue of any transitional provisions), whether forming part of the domestic law of the U.K. by virtue of the EUWA or made by the FCA and the PRA, and (ii) any relevant guidance or policy statements in relation thereto published by the FCA, the Bank of England, the PRA or other relevant U.K. regulator (or their successors) or otherwise applicable in the U.K. by virtue of guidance published by any of the foregoing regulators.

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

'Unbilled Purchase Rate' means the Purchase Rate.

'Unbilled Receivables' means a Receivable with respect to which:

(a)

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

(b)

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

(c)

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

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

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

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

'Unpaid Sum' has the meaning given to 'unpaid sum' in clause 13.1 (Default Interest Periods) of the Amended and Restated Loan Facility Agreement.

'Unrestricted Country' means:

(a)

the countries listed in Schedule 5 (Unrestricted Countries), provided that, South Africa shall only be considered an Unrestricted Country following the designation of such country as an Unrestricted Country in a Utilisation Request submitted by the Master Purchaser to the Lenders pursuant to the Amended and Restated Loan Facility Agreement, which designation shall remain in effect until at least the Roll Date immediately following the payment of the respective Additional Principal Amount specified in the Utilisation Request, or such other countries as agreed between the Sellers and the Regency Lender (acting reasonably and in good faith) from time to time; or

(b)

any Eligible Country so designated from time to time by the Regency Lender (acting reasonably and in good faith), and, for the avoidance of doubt, for such period of time as may be designated by the Regency Lender (acting reasonably and in good faith).

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

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

'U.S. Closing Date' means 30 May 2013.

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

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

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

(a)

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

(i)

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

(ii)

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

(b)

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

(c)

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

(d)

a moratorium is declared in respect of any of its debt.

'U.S. Intermediate Transfer Agreement' means the intermediate receivables purchase agreement dated 30 May 2013, as amended and restated on the 2024 Amendment Effective Date, among the U.S. Intermediate Transferor, the Master Purchaser and the Investment Manager.

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

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

'U.S. Primary Transaction Documents' means:

(a)

the U.S. Receivables Purchase Agreement;

(b)

the U.S. Intermediate Transfer Agreement; and

(c)

the U.S. Servicing Agreement.

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

'U.S. Receivables Purchase Agreement' means the receivables purchase agreement dated 30 May 2013, as amended and restated on the 2024 Amendment Effective Date among the U.S. Sellers, the Investment Manager and the U.S. Intermediate Transferor.

'U.S. Security Agreement' means the security agreement dated 30 May 2013, as amended and restated on the 2024 Amendment Effective Date between the Master Purchaser and the Styron Security Trustee.

'U.S. Sellers' means each of (i) Trinseo LLC (formerly Styron LLC), a Delaware limited liability company, (ii) Altuglas LLC, a Delaware limited liability company, (iii) Aristech Surfaces LLC, Kentucky limited liability company and (iv) each Additional U.S. Seller, each in its capacity as seller of Receivables to the U.S. Intermediate Transferor under the U.S. Receivables Purchase Agreement, and shall include all of such sellers or any of them, as the context may require.

'U.S. Seller Credit and Collection Procedures' means the Seller's Credit and Collection Procedures with respect to a U.S. Seller.

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

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

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

'U.S. Servicer Report' means a U.S. Servicers' Monthly Report, a U.S. Servicers' Daily Report or a U.S. Servicers' Quarterly Report as the case may be.

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

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

'U.S. Servicers' Quarterly Report' means any document prepared by a U.S. Servicer in accordance with clause 7.3 (U.S. Servicers' Quarterly Reports) of the U.S. Servicing Agreement which identifies the addresses and contact details of the Obligors of the U.S. Purchased Receivables, including, for the avoidance of doubt, any consolidated quarterly report delivered by or on behalf of all of the Servicers, provided that all data required to be included in a U.S. Servicers' Quarterly Report shall be consolidated in the Swiss Servicers' Quarterly Report.

'U.S. Servicing Agreement' means the servicing agreement dated 30 May 2013, as amended and restated on the 2024 Amendment Effective Date, among the U.S. Servicers, the U.S. Sellers, U.S. Intermediate Transferor and the Master Purchaser, relating to the U.S. Purchased Receivables.

'U.S. Transaction Documents' means:

(a)

the U.S. Receivables Purchase Agreement;

(b)

the U.S. Intermediate Transfer Agreement;

(c)

the U.S. Servicing Agreement;

(d)

the U.S. Security Agreement;

(e)

each U.S. Account Control Agreement;

(f)

the U.S. Intermediate Transferor Receivables Power of Attorney;

(g)

the Master Receivables Power of Attorney given by the U.S. Sellers; and

(h)

any other document so designated by the U.S. Sellers, the Cash Manager and the Master Purchaser.

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

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

(a)

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

(b)

(c)

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

(d)

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

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

'Utilisation Date' means the date on which the relevant Loan is to be made.

'Utilisation Request' means a notice substantially in the form set out in schedule 1 (Form of Utilisation Request) of the Amended and Restated Loan Facility Agreement.

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

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

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

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

'Written-off Receivable' means any Purchased Receivable (i) in respect of which the relevant Obligor is insolvent or is in bankruptcy, liquidation, administration or any analogous proceedings or (ii) in respect of which a declaration has been made (or ought to have been made) by the relevant Seller that such Receivable is irrecoverable in accordance with the related Seller's Credit and Collection Policies.

'Yield Reserve Ratio' means:

(a)

prior to the Rate Switch Date for dollars, the higher of (i) EURIBOR01 of the Thomson Reuters screen; and (ii) the Primary Term Rate for 1 month dollar, plus the Usage Fee plus 3%; and

(b)

following the Rate Switch Date for dollars, the higher of (i) EURIBOR01 of the Thomson Reuters screen; and (ii) the 1 month Term SOFR for dollars, plus the applicable Credit Adjustment Spread plus the Usage Fee plus 3%,

in each case, multiplied by:

(i)

the Carry Cost Stress Rate, multiplied by

(ii)

the Days Sales Outstanding, divided by

(iii)

360.

2.2	Any reference in any Transaction Document to:

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

(f)

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

(g)

'including' shall be construed as meaning including without limitation.

(h)

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

(i)

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

(j)

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

(k)

'or' shall be construed as meaning 'and/or.'

(l)

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

(m)

'Note' (or any defined term containing the term 'Note') shall be construed as referring to a 'Loan'.

(n)

'Pounds Sterling', 'pounds', 'sterling', 'GBP' or '£' means the lawful currency of the United Kingdom and Northern Ireland.

(o)

any use of the term 'redeem' or 'redemption' shall be construed as referring to 'repay' or 'repayment' respectively.

(p)

a defined term containing the term 'Redemption' shall be construed as referring to the term 'Repayment'.

(q)

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

(r)

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

(s)

'US Dollars', 'dollars', 'USD' or '$' means the lawful currency of the United States.

(t)

'Variable Loan Note Issuance Deed' shall be construed as a reference to the 'Amended and Restated Loan Facility Agreement'.

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

2.4

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

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

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

2.7

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

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

(a)

any agreement or other document shall be construed as a reference to the relevant agreement or document as the same may have been, or may from time to time be, replaced, extended, amended, varied, novated, supplemented, renamed or superseded;

(b)

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

(c)

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

(d)

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

(e)

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

(f)

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

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

2.10

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

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

2.12	A reference in a Transaction Document to a page or screen of an information service displaying a rate shall include:

(a)

any replacement page of that information service which displays that rate; and

(b)

the appropriate page of such other information service which displays that rate from time to time in place of that information service,

and, if such page or service ceases to be available, shall include any other page or service displaying that rate specified by the Lenders after consultation with the Master Purchaser.

2.13	A reference in a Transaction Document to a Central Bank Rate shall include any successor rate to, or replacement rate for, that rate.

2.14	Any Reference Rate Supplement relating to a currency overrides anything relating to that currency in:

(a)

Schedule 17 (Reference Rate Terms); or

(b)

any earlier Reference Rate Supplement.

2.15	A Compounding Methodology Supplement relating to the Daily Non-Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate overrides anything relating to that rate in:

(a)

Schedule 15 (Daily Non-Cumulative Compounded RFR Rate) or Schedule 16 (Cumulative Compounded RFR Rate), as the case may be; or

(b)

any earlier Compounding Methodology Supplement.

2.16	The determination of the extent to which a rate is 'for a period equal in length' to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of the Transaction Documents.

3	AGREEMENT

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

4	JURISDICTION

4.1	Submission to Jurisdiction

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

4.2	Forum Conveniens and Enforcement Abroad:

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

(a)

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

(b)

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

4.3	Agents for Service of Process:

Without prejudice to any other mode of service:

(a)

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

Trinseo UK Limited

06649750

25 Canada Square, Level 37

London E14 5LQ

United Kingdom;

(b)

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

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

(c)

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

(d)

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

5	PARTIES TO CASH MANAGEMENT AGREEMENT

5.1	Better preservation and enforcement of rights

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

6	CHANGE OF STYRON SECURITY TRUSTEE

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

7	FURTHER ASSURANCES

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

(a)

the reasonable opinion of the Master Purchaser or the Cash Manager; or

(b)

the opinion of the Styron Security Trustee (acting in its sole discretion),

to implement or give effect to each Transaction Document and the transactions contemplated thereby.

8	NOTICES

8.1

Any notice to be given by one party to any other party under, or in connection with, any Transaction Document shall be in writing and signed by or on behalf of the party giving it. Any such notice shall be served by sending it by fax to the number set out in Clause 8.2, or delivering it by hand, or sending it by pre-paid recorded delivery or registered post, to the address set out in Clause 8.2, or (if an email address is set out in Clause 8.2 or later notified by the relevant Transaction Party to the other Transaction Parties) by sending an electronic mail ('email') to the email address set out in Clause 8.2 and in each case marked for the attention of the relevant party (or as otherwise notified from time to time in accordance with the provisions of this Clause 8.1). Any notice so served by hand, fax, post or email shall be deemed to have been duly given:

(a)

in the case of delivery by hand, when delivered;

(b)

in the case of fax, at the time of transmission;

(c)

in the case of pre-paid recorded delivery or registered post, at 10.00 a.m. (London Time) on the second Business Day following the date of posting;

(d)

in the case of email, at the time of electronic receipt,

provided that in each case where delivery by hand, fax or email occurs after 6pm (London Time) on a Business Day or on a day which is not a Business Day, service shall be deemed to occur at 9am on the next following Business Day.

References to time in this Clause are to local time in the country of the addressee.

All notices shall be copied to the Master Purchaser, the Sellers, each Swiss Servicer, the German Servicer, the U.S. Servicers, the Dutch Servicer and the Cash Manager.

8.2	The addresses, email address and fax numbers of the parties for the purpose of Clause 8.1 are as follows:

A SWISS SELLER, A SWISS SERVICER AND CHARGOR
TRINSEO EUROPE GMBH	Address:	Trinseo Europe GmbH Gwattstrasse 15 8808 Pfaeffikon SZ Switzerland
		Fax:
		Email:
		For the attention of:	Johanna Frisch
		with a copy to:	Associate General Counsel Erik Johnson
		Address:	Trinseo LLC 440 East Swedesford Road Suite 301 Wayne, PA 19087
		Tel:
		Email:
		with a further copy to:	Johanna Frisch
		and, if the notice or communication relates to the Styron Operating Accounts, a further copy to:	Adrian Mendez Trinseo Europe GmbH Gwattstrasse 15 8808 Pfaeffikon SZ Switzerland, CH-8808
A SWISS SELLER, A SWISS SERVICER AND THE PLEDGOR
TRINSEO EXPORT GMBH	Address:	c/o Trinseo Europe GmbH Gwattstrasse 15 8808 Pfaeffikon SZ Switzerland
		Fax:
		Email:
		For the attention of:	Johanna Frisch
		with a copy to:	Associate General Counsel Erik Johnson
		Address:	Trinseo LLC 440 East Swedesford Road Suite 301 Wayne, PA 19087
		Tel:
		Email:

	with a further copy to:	Johanna Frisch
		and, if the notice or communication relates to the Styron Operating Accounts, a further copy to:	Adrian Mendez Trinseo Europe GmbH Gwattstrasse 15 8808 Pfaeffikon SZ Switzerland, CH-8808
THE GERMAN SELLER AND THE GERMAN SERVICER
TRINSEO DEUTSCHLAND ANLAGENGESELLSCHAFT MBH	Address:	c/o Trinseo Europe GmbH Gwattstrasse 15 8808 Pfaeffikon SZ Switzerland, CH-8808
		Fax:
		Email:
		For the attention of:	Johanna Frisch
		with a copy to:	Associate General Counsel Erik Johnson
		Address:	Trinseo LLC 440 East Swedesford Road Suite 301 Wayne, PA 19087
		Tel:
		Email:
THE DUTCH SELLER AND THE DUTCH SERVICER
TRINSEO NETHERLANDS B.V.	Address:	c/o Trinseo Europe GmbH Gwattstrasse 15 8808 Pfaeffikon SZ Switzerland, CH-8808
		Fax:
		Email:
		For the attention of:	Johanna Frisch
		with a copy to:	Associate General Counsel Erik Johnson
		Address:	Trinseo LLC 440 East Swedesford Road Suite 301 Wayne, PA 19087
		Tel:
		Email:
THE U.S. SELLERS AND U.S. SERVICERS
TRINSEO LLC	Address:	c/o Trinseo Europe GmbH Gwattstrasse 15 8808 Pfaeffikon SZ Switzerland, CH-8808
		Fax:
		Email:
		For the attention of:	Johanna Frisch
		with a copy to:	Associate General Counsel Erik Johnson
		Address:	Trinseo LLC 440 East Swedesford Road Suite 301 Wayne, PA 19087
		Tel:
		Email:

ALTUGLAS LLC	Address:	440 East Swedesford Road, Suite 301, Wayne, PA 19087
		Fax:
		Email:
		For the attention of:	Johanna Frisch
		with a copy to:	Trinseo Legal Dept.
		Tel:
		Email:
ARISTECH SURFACES LLC	Address:	440 East Swedesford Road, Suite 301, Wayne, PA 19087
		Fax:
		Email:
		For the attention of:	Johanna Frisch
		with a copy to:	Trinseo Legal Dept.
		Tel:
		Email:
THE U.S. INTERMEDIATE TRANSFEROR
TRINSEO U.S. RECEIVABLES COMPANY SPV LLC	Address:	c/o Trinseo Europe GmbH Gwattstrasse 15 8808 Pfaeffikon SZ Switzerland, CH-8808
		Fax:
		Email:
		For the attention of:	Johanna Frisch
		with a copy to:	Associate General Counsel Erik Johnson
		Address:	Trinseo LLC 440 East Swedesford Road Suite 301 Wayne, PA 19087
		Tel:
		Email:
THE MASTER PURCHASER AND CHARGEE
STYRON RECEIVABLES FUNDING DESIGNATED ACTIVITY COMPANY	Address:	Ground Floor, Two Dockland Central, Guild Street, North Dock, Dublin 1, D01 K2C5, Ireland
		Fax:
		Tel:
		Email:
REGENCY LENDER
REGENCY ASSETS DESIGNATED ACTIVITY COMPANY	Address:	Block A, George's Quay Plaza George's Quay Dublin 2 Ireland
		Email:
		For the attention of:	The Directors
MASTER PURCHASER ACCOUNT BANK AND CASH MANAGER
HSBC BANK PLC	Address:	8 Canada Square London E14 5HQ
		Fax:
		Tel:
		Email:
		For the attention of:	Rebecca Andrew Victoria Lindsell
		with a copy to:	Graham Walton

	Tel:
		Fax:
THE STYRON SECURITY TRUSTEE
THE LAW DEBENTURE TRUST CORPORATION P.L.C.	Address:	8th Floor, 100 Bishopsgate London EC2N 4AG United Kingdom
		Fax:
		For the attention of:	Trust Management T.C. 123441
THE PARENT
TRINSEO HOLDING S.À R.L	Address:	26 boulevard Royal L-2449 Luxembourg Grand Duchy of Luxembourg
		Email:
		For the attention of:	Cristina Capacchietti Manager
		with copy to:	Johanna Frisch
		Address:	Trinseo Europe GmbH Gwattstrasse 15 8808 Pfaeffikon SZ Switzerland, CH-8808
		Fax:
		Email:
		with a copy to:	Associate General Counsel Erik Johnson
		Address:	Trinseo LLC 440 East Swedesford Road Suite 301 Wayne, PA 19087
		Tel:
		Email:
		Address:	Trinseo Europe GmbH Gwattstrasse 15 8808 Pfaeffikon SZ Switzerland, CH-8808
		Fax:
THE CORPORATE ADMINISTRATOR AND REGISTRAR
TMF ADMINISTRATION SERVICES LIMITED	Address:	Ground Floor, Two Dockland Central, Guild Street, North Dock, Dublin 1, D01 K2C5, Ireland
		Fax:
		For the attention of:	The Administrator
THE INVESTMENT MANAGER AND THE STYRON LENDER
TRINSEO IRELAND GLOBAL IHB LIMITED	Address:	76 Sir John Rogerson's Quay Dublin Docklands Dublin 2, D02 FX51, Ireland
		Tel:
		Email:
		For the attention of:	Johanna Frisch
		with a copy to:	Associate General Counsel Erik Johnson
		Address:	Trinseo LLC 440 East Swedesford Road Suite 301 Wayne, PA 19087
		Tel:
		Email:

A party may notify any of the other parties to any of the Transaction Documents of a change to its name, relevant addressee, address, email address or fax number for the purposes of this Clause 8.2, provided that such notice shall only be effective on:

(a)

the date specified in the notice as the date on which the change is to take place; or

(b)

if no date is specified or the date specified is less than five Business Days after the date on which notice is given, the date following five Business Days after notice of any change has been given.

9	YIELD PROTECTION INDEMNITIES

9.1

The Master Purchaser hereby agrees from time to time to indemnify the Regency Lender for, and to pay to it on demand, an amount equal to all amounts payable by the Regency Lender under and in accordance with the terms of (i) any costs, increased costs, broken funding costs or reduced rates of return incurred or suffered directly or indirectly by the Regency Lender of the payment of any part of any Regency Loan prior to or after the maturity date thereof (including, for the avoidance of doubt relating to any Regency Lender Related Debt being paid prior to or after its scheduled maturity); and (ii) any additional or termination cost payable to the provider of any swap, cap, collar, floor or other hedging arrangement entered into by the Regency Lender in connection with any Regency Lender Related Debt (together, 'Break Costs') provided that such Break Costs have not arisen as a direct result of the negligence, default or recklessness of the Regency Lender. If the Regency Lender is obliged to make any payment of Break Costs then it shall in good faith use reasonable endeavours to take such reasonable steps as may reasonably be open to it to mitigate or avoid the effects of such payment of Break Costs by placing any monies received on deposit until such Regency Lender Related Debt is due.

9.2

If after the date hereof, the Regency Lender is charged any fee, expense or increased cost pursuant to any Regency Lender Related Debt on account of any other party to such Regency Lender Related Debt having determined that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any court, governmental authority, central bank or comparable agency or regulatory authority charged with the interpretation or administration thereof taking effect after the Swiss Funding Date, or compliance by such party with any guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency or regulatory authority taking effect after the Swiss Funding Date (a 'Relevant Change'), has or would have the effect of reducing the rate of return on such party's (or its holding company's) capital as a consequence of such party's obligation in respect of such Regency Lender Related Debt, to a level below that which such party could have achieved but for such Relevant Change, then, within thirty (30) days of demand by the Regency Lender the Master Purchaser shall pay to the Regency Lender, an amount equal to each such amount charged to the Regency Lender pursuant to the terms of the relevant Regency Lender Related Debt (together, 'Increased Costs'). Notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or any foreign regulatory authorities, in each case pursuant to Basel III; (iii) the CRR; and (iii) Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms and any law or regulation which implements either of them, shall in each case be deemed to be a 'Relevant Change,' regardless of the date enacted, adopted or issued.

9.3

Any demand made by the Regency Lender under Clause 9.1 or, as the case may be, Clause 9.2 shall be accompanied by a statement signed by a duly authorised signatory of the Regency Lender giving (to the extent that such information is within its possession and knowledge and that disclosure of such information would not involve the breach of any duty of confidentiality, the disclosure of any unpublished price sensitive information or the breach of any Requirement of Law owed by the Regency Lender to any other person) reasonable particulars of:

(a)

in the case of a demand under Clause 9.1, the calculation of the claim for reimbursement; and

(b)

in the case of a demand made under Clause 9.2, the Relevant Change and how the relevant amount has been calculated,

together with any supporting documentation.

9.4	Each amount certified by the Regency Lender as being due under this Clause 9 shall, in the absence of manifest error, be conclusive evidence of the amount so claimed.

9.5	Each party which is entitled to receive Increased Costs pursuant to Clause 9 shall, in consultation with the Master Purchaser, take all reasonable steps to mitigate any circumstances which would result in any Increased Costs becoming payable under or pursuant to Clause 9.

10	DEFAULT INTEREST

10.1

If any sum due and payable by the Master Purchaser, the Swiss Sellers, the Dutch Seller, the Swiss Servicers or the Dutch Servicer is not paid on the due date therefor in accordance with the provisions of the relevant Transaction Documents or if any sum due and payable by the Master Purchaser, the Swiss Sellers, the Dutch Seller, the Swiss Servicers or the Dutch Servicer under any judgment or decree of any court in connection herewith is not paid on the date of such judgment or decree, the period beginning on such due date or, as the case may be, the date of such judgment or decree and ending on the date upon which the obligation of the Master Purchaser, the relevant Swiss Seller, the Dutch Seller, the relevant Swiss Servicer or the Dutch Servicer to pay such sum (the balance thereof for the time being unpaid being herein referred to as an unpaid sum) is discharged shall be divided into successive periods, each of which (other than the first) shall start on the last day of the preceding period and the duration of each of which shall be selected by the person to whom such sum is payable.

10.2

During each such period relating thereto as is mentioned in Clause 10.1 an unpaid sum shall bear interest at the rate per annum which is the sum of two per cent. and the London Interbank offered rate for deposits in US Dollars for the period for which such rate is to be determined which appears on the applicable Reuters screen or such other page as may replace the applicable Reuters screen at or about 11.00 a.m. provided that, if, for any such period, no such offered rate appears on such Reuters screen, the rate of interest applicable to such unpaid sum shall be the rate per annum at which HSBC Bank plc, was offering to prime banks in the London Interbank Market deposits in the currency in which such unpaid sum is denominated for the period for which such rate is to be determined.

10.3

Any interest which shall have accrued under Clause 10.2 in respect of an unpaid sum shall be due and payable and shall be paid by the Master Purchaser, the relevant Swiss Seller, the Dutch Seller, the relevant Swiss Servicer or the Dutch Servicer (as the case may be) at the end of the period by reference to which it is calculated or on such other dates as the Person to whom such sum is owed may specify by written notice to the Master Purchaser, the relevant Swiss Seller, the Dutch Seller, the relevant Swiss Servicer or the Dutch Servicer (as the case may be).

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

11.1	Indemnities by the Swiss Sellers

Without limiting any other rights that the Master Purchaser, the Regency Lender, the Styron Security Trustee or the Instructing Party or any of their respective Affiliates or members or any of their respective officers, directors, employees or advisors (each, an 'Indemnified Party') may have hereunder or under the other Transaction Documents, or under applicable law, each Swiss Seller hereby agrees to indemnify each Indemnified Party from and against any and all costs, expenses, claims, losses, damages and liabilities (including properly incurred lawyers' fees of the Styron Security Trustee and reasonable lawyer's fees of each other Indemnified Party of one counsel per Indemnified Party per jurisdiction) (all of the foregoing being collectively referred to as 'Indemnified Amounts') arising out of or resulting from the Swiss Receivables Purchase Agreement or any other Transaction Document or the use of proceeds of purchases or reinvestments or the ownership of Receivables originated by the relevant Swiss Seller or of the Loans or in respect of any Receivable originated by the relevant Swiss Seller or any Contract relating thereto, excluding, however, (a) Indemnified Amounts which have resulted from gross negligence or wilful misconduct on the part of such Indemnified Party, (b) recourse for Receivables which are not collected, not paid or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the applicable Obligor, (c) any income taxes or any other tax or fee measured by income incurred by such Indemnified Party arising out of or as a result of the Swiss Receivables Purchase Agreement or any other Transaction Document or the ownership of Receivables or Loans or in respect of any Receivable or any Contract or (d) Indemnified Amounts resulting from a breach by the Indemnified Party in respect of its obligations under any Transaction Documents. Without limiting or being limited by the foregoing (but subject to the exclusions contained in (a) through (d) above), each Swiss Seller shall pay on demand to each

Indemnified Party without any set off, deduction, counterclaim or withholding any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:

(a)

the characterisation in any Swiss Servicer Report or other written statement made by or on behalf of that Swiss Seller of any Swiss Purchased Receivable as an Eligible Receivable or as included in the Receivables Pool which, as of the date of such Swiss Servicer Report or other statement, is not an Eligible Receivable or should not be included in the Receivables Pool;

(b)

any representation or warranty or statement made or deemed made by that Swiss Seller (or any of its officers) under or in connection with any Transaction Document which shall have been incorrect in any material respect when made;

(c)

the failure by that Swiss Seller to comply with any applicable law, rule or regulation with respect to any Pool Receivable originated by the relevant Swiss Seller or the related Contracts, or the failure of any Pool Receivable originated by the relevant Swiss Seller or the related Contract to conform to any such applicable law, rule or regulation; or the failure by the relevant Swiss Seller to pay, remit or account for any taxes related to or included in a Receivable originated by the relevant Swiss Seller, when due;

(d)

the failure to vest (i) in the Master Purchaser effective title in the Swiss Purchased Receivables originated by that Swiss Seller and the Related Security and the Collections with respect to Receivables originated by the Dutch Seller free and clear of any Encumbrances other than Seller Permitted Encumbrances or (ii) in the Styron Security Trustee a first priority perfected security interest as provided in the Master Purchaser Security Documents;

(e)

the failure, when so required in accordance with the Transaction Documents, to have properly notified any Obligor of the transfer, sale or assignment of any Swiss Purchased Receivable originated by that Swiss Seller pursuant to the Transaction Documents to the extent such notice is required to perfect the same under any applicable law and for the purposes of this paragraph (e), 'perfect' means to render actionable, publish and allow the setting up of the purchaser's interest in, and right to collect payment under, the assets which are the subject of such transfer, sale and assignment, and to make actionable, publish and allow the setting up of such transfer, sale and assignment as against Obligors and other third parties, including any liquidator, administrator, trustee in bankruptcy or other insolvency official under any applicable law;

(f)

any dispute, claim, counterclaim, set off or defence (other than discharge in insolvency of the Obligor) of the Obligor to the payment of any Receivable originated by that Swiss Seller in, or purporting to be in, the Receivables Pool (including a defence based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim whether of the Obligor or any third party resulting from the sale of chemical products related to such Receivable or the furnishing or failure to furnish such merchandise or services or relating to collection activities with respect to such Receivable (if such collection activities were performed by that Swiss Seller or any of its Affiliates acting as Swiss Servicer);

(g)

any failure of that Swiss Seller to perform its duties or obligations under the Contracts;

(h)

any product liability, property damage, personal injury, consequential loss or other claim arising out of or in connection with the chemical products which are the subject of any Contract of that Swiss Seller;

(i)

the commingling of Collections of Purchased Receivables originated by that Swiss Seller at any time with other funds;

(j)

any investigation, litigation or proceeding related to the Swiss Receivables Purchase Agreement or any other Transaction Document or the use of proceeds of purchases or reinvestments or the ownership of Receivables originated by that Swiss Seller or Loans or in respect of any Receivable originated by that Swiss Seller or Related Security or any Contract relating thereto (including in connection with the preparation of a defence or appearing as a third party witness in connection therewith and regardless of whether such investigation, litigation or proceeding is brought by that Swiss Seller, an Indemnified Party or any other Person or an Indemnified Party is otherwise a party thereto);

(k)

any failure of that Swiss Seller to comply with its covenants contained in this Deed or any other Transaction Document;

(l)

any claim brought by any Person other than an Indemnified Party arising from any activity by that Swiss Seller or any agent or delegate of that Swiss Seller in servicing, administering or collecting any Swiss Purchased Receivable; and

(m)

any claim arising out of any failure by that Swiss Seller to obtain a consent from the relevant Obligor to the transfer, sale or assignment of any Receivable originated by that Swiss Seller pursuant to the Transaction Documents.

If any event occurs in respect of which indemnification may be sought from a Swiss Seller, the Indemnified Party shall (in each case to the extent it is lawful to do so) notify in writing and consult with the relevant Swiss Seller within a reasonable time after the relevant Indemnified Party becomes aware of such event.

11.2	Indemnities by the Swiss Servicers

Without limiting any other rights that the Master Purchaser, the Regency Lender, the Styron Security Trustee or the Instructing Party or any of their respective Affiliates or members or any of their respective officers, directors, employees or advisors (each, a 'Special Indemnified Party') may have hereunder or under applicable law, and in consideration of its appointment as a Swiss Servicer under the Swiss Servicing Agreement, each Swiss Servicer hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, losses and liabilities (including properly incurred lawyers' fees of the Styron Security Trustee and reasonable lawyer's fees of each other Special Indemnified Party of one counsel per Special Indemnified Party per jurisdiction) (all of the foregoing being collectively referred to as 'Special Indemnified Amounts') arising out of or resulting from any of the following (excluding, however, (a) Special Indemnified Amounts to have resulted from gross negligence or wilful misconduct on the part of such Special Indemnified Party, (b) recourse for Receivables which are not collected, not paid or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the applicable Obligor, (c) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Deed or any other Transaction Document or the ownership of Receivables or Loans or in respect of any Receivable or any Contract, or (d) Special Indemnified Amounts resulting from a breach by the Special Indemnified Party in respect of its obligations under any Transaction Documents):

(a)

any representation made or deemed made by that Swiss Servicer pursuant to the Swiss Agreement or any other Transaction Document which shall have been incorrect in any respect when made or any other representation or warranty or statement made or deemed made by that Swiss Servicer under or in connection with the Swiss Servicing Agreement or any other Transaction Document which shall have been incorrect in any material respect when made;

(b)

the failure by that Swiss Servicer to comply with any applicable law, rule or regulation with respect to any Swiss Purchased Receivable or Contract;

(c)

any failure of that Swiss Servicer to perform its duties or obligations in accordance with the provisions of the Swiss Servicing Agreement or any other Transaction Document;

(d)

the commingling of Collections of Swiss Purchased Receivables at any time by that Swiss Servicer with other funds;

(e)

any breach of an obligation of that Swiss Servicer reducing or impairing the rights of the Master Purchaser, the Regency Lender, the Styron Security Trustee or the Instructing Party with respect to any Pool Receivable or the value of any Pool Receivable;

(f)

any Swiss Servicer Fees or other costs and expenses payable to any replacement Swiss Servicer, to the extent in excess of the Swiss Servicer Fees payable to that Swiss Servicer pursuant to the Swiss Servicing Agreement; or

(g)

payment of any claim brought by any Person other than a Special Indemnified Party arising from any activity by that Swiss Servicer or its Affiliates in servicing, administering or collecting any Swiss Purchased Receivable.

If any event occurs in respect of which indemnification may be sought from a Swiss Servicer, the Special Indemnified Party shall (in each case to the extent it is lawful to do so) notify in writing and

consult with the relevant Swiss Servicer within a reasonable time after the relevant Special Indemnified Party becomes aware of such event.

11.3	Indemnities by the Dutch Seller

Without limiting any other rights that the Indemnified Parties may have hereunder or under the other Transaction Documents, or under applicable law, the Dutch Seller hereby agrees to indemnify each Indemnified Party from and against any Indemnified Amounts arising out of or resulting from the Dutch Receivables Purchase Agreement or any other Transaction Document or the use of proceeds of purchases or reinvestments or the ownership of Receivables originated by the Dutch Seller or of the Loans or in respect of any Receivable originated by the Dutch Seller or any Contract relating thereto excluding, however, (a) Indemnified Amounts which have resulted from gross negligence or wilful misconduct on the part of such Indemnified Party, (b) recourse for Receivables which are not collected, not paid or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the applicable Obligor, (c) any income taxes or any other tax or fee measured by income incurred by such Indemnified Party arising out of or as a result of the Dutch Receivables Purchase Agreement or any other Transaction Document or the ownership of Receivables or Loans or in respect of any Receivable or any Contract or (d) Indemnified Amounts resulting from a breach by the Indemnified Party in respect of its obligations under any Transaction Documents. Without limiting or being limited by the foregoing (but subject to the exclusions contained in (a) through (d) above), the Dutch Seller shall pay on demand to each Indemnified Party without any set off, deduction, counterclaim or withholding any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:

(a)

the characterisation in any Dutch Servicer Report or other written statement made by or on behalf of the Dutch Seller of any Dutch Purchased Receivable as an Eligible Receivable or as included in the Receivables Pool which, as of the date of such Dutch Servicer Report or other statement, is not an Eligible Receivable or should not be included in the Receivables Pool;

(b)

any representation or warranty or statement made or deemed made by the Dutch Seller (or any of its officers) under or in connection with any Transaction Document which shall have been incorrect in any material respect when made;

(c)

the failure by the Dutch Seller to comply with any applicable law, rule or regulation with respect to any Pool Receivable originated by the Dutch Seller or the related Contracts, or the failure of any Pool Receivable originated by the Dutch Seller or the related Contract to conform to any such applicable law, rule or regulation; or the failure by the Dutch Seller to pay, remit or account for any taxes related to or included in a Receivable originated by the Dutch Seller, when due;

(d)

the failure to vest (i) in the Master Purchaser effective title in the Receivables originated by the Dutch Seller and the Related Security and the Collections with respect to Receivables originated by the Dutch Seller free and clear of any Encumbrances other than Seller Permitted Encumbrances or (ii) in the Styron Security Trustee a first priority perfected security interest as provided in the Master Purchase Security Documents;

(e)

the failure, when so required in accordance with the Transaction Documents, to have properly notified any Obligor of the transfer, sale or assignment of any Dutch Purchased Receivable originated by the Dutch Seller pursuant to the Transaction Documents to the extent such notice is required to perfect the same under any applicable law and for the purposes of this paragraph (e), 'perfect' shall have the same meaning as in Clause 11.1(e) above;

(f)

any dispute, claim, counterclaim, set off or defence (other than discharge in insolvency of the Obligor) of the Obligor to the payment of any Receivable originated by the Dutch Seller in, or purporting to be in, the Receivables Pool (including a defence based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim whether of the Obligor or any third party resulting from the sale of chemical products related to such Receivable or the furnishing or failure to furnish such merchandise or services or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Dutch Seller or any of its Affiliates acting as Dutch Servicer);

(g)

any failure of the Dutch Seller to perform its duties or obligations under the Contracts;

(h)

(i)

the commingling of Collections of Purchased Receivables originated by the Dutch Seller at any time with other funds;

(j)

any investigation, litigation or proceeding related to the Dutch Receivables Purchase Agreement or any other Transaction Document or the use of proceeds of purchases or reinvestments or the ownership of Receivables originated by the Dutch Seller or Loans or in respect of any Receivable originated by the Dutch Seller or Related Security or any Contract relating thereto (including in connection with the preparation of a defence or appearing as a third party witness in connection therewith and regardless of whether such investigation, litigation or proceeding is brought by the Dutch Seller, an Indemnified Party or any other Person or an Indemnified Party is otherwise a party thereto);

(k)

any failure of the Dutch Seller to comply with its covenants contained in this Deed or any other Transaction Document;

(l)

any claim brought by any Person other than an Indemnified Party arising from any activity by the Dutch Seller or any agent or delegate of the Dutch Seller in servicing, administering or collecting any Dutch Purchased Receivable; and

(m)

any claim arising out of any failure by the Dutch Seller to obtain a consent from the relevant Obligor to the transfer, sale or assignment of any Receivable originated by the Dutch Seller pursuant to the Transaction Documents.

If any event occurs in respect of which indemnification may be sought from the Dutch Seller, the Indemnified Party shall (in each case to the extent it is lawful to do so) notify in writing and consult with the Dutch Seller within a reasonable time after the relevant Indemnified Party becomes aware of such event.

11.4	Indemnities by the Dutch Servicer

Without limiting any other rights that the Special Indemnified Parties may have hereunder or under applicable law, and in consideration of its appointment as Dutch Servicer under the Dutch Servicing Agreement, the Dutch Servicer hereby agrees to indemnify each Special Indemnified Party from and against any and all Special Indemnified Amounts arising out of or resulting from any of the following (excluding, however, (a) Special Indemnified Amounts to have resulted from gross negligence or wilful misconduct on the part of such Special Indemnified Party, (b) recourse for Receivables which are not collected, not paid or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the applicable Obligor, (c) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Deed or any other Transaction Document or the ownership of Receivables or Loans or in respect of any Receivable or any Contract, or (d) Special Indemnified Amounts resulting from a breach by the Special Indemnified Party in respect of its obligations under any Transaction Documents):

(a)

any representation made or deemed made by the Dutch Servicer pursuant to the Dutch Servicing Agreement or any other Transaction Document which shall have been incorrect in any respect when made or any other representation or warranty or statement made or deemed made by the Dutch Servicer under or in connection with the Dutch Servicing Agreement or any other Transaction Document which shall have been incorrect in any material respect when made;

(b)

the failure by the Dutch Servicer to comply with any applicable law, rule or regulation with respect to any Dutch Purchased Receivable or Contract;

(c)

any failure of the Dutch Servicer to perform its duties or obligations in accordance with the provisions of the Dutch Servicing Agreement or any other Transaction Document;

(d)

the commingling of Collections of Dutch Purchased Receivables at any time by the Dutch Servicer with other funds;

(e)

any breach of an obligation of the Dutch Servicer reducing or impairing the rights of the Master Purchaser, the Regency Lender, the Styron Security Trustee or the Instructing Party with respect to any Pool Receivable or the value of any Pool Receivable;

(f)

any Dutch Servicer Fees or other costs and expenses payable to any replacement Dutch Servicer, to the extent in excess of the Dutch Servicer Fees payable to the Dutch Servicer pursuant to the Dutch Servicing Agreement; or

(g)

payment of any claim brought by any Person other than a Special Indemnified Party arising from any activity by the Dutch Servicer or its Affiliates in servicing, administering or collecting any Receivable.

If any event occurs in respect of which indemnification may be sought from the Dutch Servicer, the Special Indemnified Party shall (in each case to the extent it is lawful to do so) notify in writing and consult with the Dutch Servicer within a reasonable time after the relevant Special Indemnified Party becomes aware of such event.

12	FEES, COSTS, EXPENSES AND TAXATION

12.1

Fees

(a)

The Sellers (or the Investment Manager on their behalf) shall on the earlier to occur of the U.S. Funding Date or the Dutch Funding Date pay to HSBC Bank plc, a structuring and commitment fee in the amount specified in the Fee Letter together with all other costs and expenses (including reasonable legal costs and expenses) referred to in the Fee Letter (the 'Funding Date Fees and Expenses').

(b)

All invoices submitted to any Seller under this Clause 12 shall be in reasonable detail.

(c)

If any Seller does not pay any of the fees referred to in paragraphs (a) or (b) of Clause 12.1 and paragraph (a) of Clause 12.2, the Master Purchaser hereby undertakes that it shall pay such fees to HSBC Bank plc or the Regency Lender (as the case may be) to the extent that they have not been paid by a Seller.

12.2	Costs and Expenses in relation to the Swiss Sellers and the Swiss Servicers

Without prejudice to the provisions of the other Transaction Documents, each Swiss Seller and each Swiss Servicer shall on demand pay by way of indemnity on a gross of Tax basis all, claims, liabilities, losses, damages suffered by and all costs, fees and expenses (including legal expenses) (i) incurred by (provided in the case of paragraphs (a), (c) and (d) below such costs, fees and expenses are reasonably incurred) the Master Purchaser and the Regency Lender and (ii) incurred or chargeable by (provided in the case of paragraphs (a), (c) and (d) below such costs, fees and expenses are properly incurred) the Styron Security Trustee in connection with:

(a)

any variation, consent or approval, or any steps taken with a view to any variation, consent or approval, in each case relating to or in connection with any of the Transaction Documents or any related document which was requested by or required by that Swiss Seller or that Swiss Servicer;

(b)

the preservation or enforcement of, or any action taken to preserve or enforce, any of their rights under any of the Transaction Documents or any related documents;

(c)

the exercise by the Master Purchaser, the Regency Lender, the Styron Security Trustee, or the Instructing Party of its rights to monitor compliance by that Swiss Seller or that Swiss Servicer with its obligations under the Transaction Documents; and

(d)

any audit by any such party or any relevant auditors in relation to transaction cash flows, the performance of the Purchased Receivables originated by that Swiss Seller, Collections with respect to Receivables originated by that Swiss Seller and procedures relating to such Collections,

and (for the avoidance of doubt) the relevant Swiss Seller or Swiss Servicer shall pay to the Master Purchaser, the Regency Lender and the Styron Security Trustee, as appropriate, such amount as shall represent any value added tax, sales tax, purchase tax or other similar taxes or duties associated with such costs, fees and expenses (if any) howsoever charged to, or suffered by, the Master Purchaser,

the Regency Lender and the Styron Security Trustee (other than any Tax on the net income of the Master Purchaser, the Regency Lender and the Styron Security Trustee).

12.3	Costs and Expenses in relation to the Dutch Seller and the Dutch Servicer

Without prejudice to the provisions of the other Transaction Documents, the Dutch Seller and the Dutch Servicer shall on demand pay by way of indemnity on a gross of Tax basis all, claims, liabilities, losses, damages suffered by and all costs, fees and expenses (including legal expenses) (i) incurred by (provided in the case of paragraphs (a), (c) and (d) below such costs, fees and expenses are reasonably incurred) the Master Purchaser and the Regency Lender and (ii) incurred or chargeable by (provided in the case of paragraphs (a), (c) and (d) below such costs, fees and expenses are properly incurred) the Styron Security Trustee in connection with:

(a)

(b)

the preservation or enforcement of, or any action taken to preserve or enforce, any of their rights under any of the Transaction Documents or any related documents;

(c)

the exercise by the Master Purchaser, the Regency Lender, the Styron Security Trustee, or the Instructing Party of its rights to monitor compliance by the Dutch Seller or the Dutch Servicer with its obligations under the Transaction Documents; and

(d)

any audit by any such party or any relevant auditors in relation to transaction cash flows, the performance of the Purchased Receivables originated by the Dutch Seller, Collections with respect to Receivables originated by the Dutch Seller and procedures relating to such Collections,

and (for the avoidance of doubt) the Dutch Seller and the Dutch Servicer shall pay to the Master Purchaser, the Regency Lender and the Styron Security Trustee, as appropriate, such amount as shall represent any value added tax, sales tax, purchase tax or other similar taxes or duties associated with such costs, fees and expenses (if any) howsoever charged to, or suffered by, the Master Purchaser, the Regency Lender and the Styron Security Trustee (other than any Tax on the net income of the Master Purchaser, the Regency Lender and the Styron Security Trustee.

12.4	Duties and Taxes

Without prejudice to the provisions of the other Transaction Documents, each Swiss Seller or the Dutch Seller or all of them jointly and severally (as applicable) shall pay any stamp, documentary, transfer, excise, registration, filing and other similar duties, levies, fees or Taxes to which:

(a)

any of the Relevant Transaction Documents or any related documents; or

(b)

any purchase of Receivables from a Swiss Seller under the Swiss Receivables Purchase Agreement or from the Dutch Seller under the Dutch Receivables Purchase Agreement (as applicable); or

(c)

any transaction contemplated under the Transaction Documents and the related documents including the assignment, release, resale or re-assignment of any Receivable originated by that Seller; or

(d)

the enforcement of the rights of the Master Purchaser, the Regency Lender and the Styron Security Trustee,

may be subject or give rise and each Swiss Seller or the Dutch Seller or all of them jointly and severally (as applicable) shall fully indemnify the Master Purchaser, the Regency Lender and the Styron Security Trustee, on a gross of Tax basis, from and against any losses or liabilities which any of them may properly incur or otherwise suffer as a result of any delay in paying or omission to pay such duties, levies, fees or taxes (other than any Tax on the net income of the Master Purchaser, the Regency Lender and the Styron Security Trustee). The indemnities specified in paragraphs (a), (b) and (d) above shall be given by each applicable Seller with respect to the Receivables which it has originated and the Transaction Documents to which it is a party. The indemnities specified in paragraphs (a), (c)

and (d) above shall be given by both Sellers on a joint and several basis with respect to the Transaction Documents to which both are parties or neither of them are parties.

12.5	Value Added and Sales Tax

(a)

Any amounts stated in any Relevant Transaction Document to be payable, or payable in connection with any Relevant Transaction Document, by a Swiss Seller, the Dutch Seller, a Swiss Servicer or the Dutch Servicer are exclusive of value added tax, sales tax, purchase tax or other similar taxes or duties and accordingly, to the extent that any such taxes arise in respect of such payments, such Swiss Seller, the Dutch Seller, such Swiss Servicer, or the Dutch Servicer (as the case may be) shall, in addition, pay any amount properly charged in respect of any such taxes or duties.

(b)

Any amounts stated in any Relevant Transaction Document to be payable by the Master Purchaser, the Regency Lender and the Styron Security Trustee are unless otherwise expressly provided in any Relevant Transaction Document exclusive of value added tax, sales tax, purchase tax or other similar taxes or duties.

12.6	Grossing-Up

(a)

All payments made by a Swiss Seller, the Dutch Seller, a Swiss Servicer or the Dutch Servicer to the Master Purchaser, the Regency Lender, the Styron Security Trustee, and the Instructing Party under or in connection with any Relevant Transaction Document shall be made in full without any deduction or withholding in respect of Taxes (or otherwise) unless the deduction or withholding is required by law in which event such Swiss Seller, the Dutch Seller, such Swiss Servicer or the Dutch Servicer (as applicable) shall:

(i)

ensure that the deduction or withholding does not exceed the minimum amount legally required; and

(ii)

forthwith pay to the Master Purchaser, the Regency Lender, the Styron Security Trustee, or the Instructing Party such additional amount (other than any Tax on the net profit of the Master Purchaser, the Regency Lender, the Styron Security Trustee, or the Instructing Party) so that the net amount received by the Master Purchaser, the Regency Lender, the Styron Security Trustee, or the Instructing Party as the case may be, will equal the full amount which would have been received by it had no such deduction or withholding been made. For the purposes of Swiss withholding taxes this Clause shall be read to mean that the payment obligations of the relevant Swiss Seller stated in any Transaction Document are minimum payment obligations net of any mandatory reduction on account of Swiss withholding taxes and the corresponding amount of Swiss withholding tax (based on the increased amount) is remitted by such Swiss Seller to the tax authority.

(b)

Each Swiss Seller and each Swiss Servicer hereby undertakes to indemnify the Master Purchaser, the Regency Lender, the Styron Security Trustee and the Instructing Party, in respect of any withholding or deduction on account of Tax on the payment of any amount due in respect of any Purchased Receivable originated by the relevant Swiss Seller or otherwise due under any Relevant Transaction Document such that the Master Purchaser, the Regency Lender, the Styron Security Trustee and the Instructing Party, as the case may be, receives the same amount that it would have received had there been no such withholding or deduction.

(c)

The Dutch Seller and the Dutch Servicer hereby undertake to indemnify the Master Purchaser, the Styron Security Trustee and the Instructing Party, in respect of any withholding or deduction on account of Tax on the payment of any amount due in respect of any Purchased Receivable originated by the Dutch Seller or otherwise due under any Relevant Transaction Document such that the Master Purchaser, the Styron Security Trustee and the Instructing Party, as the case may be, receives the same amount that it would have received had there been no such withholding or deduction.

(d)

All payments made to a Swiss Seller, the Dutch Seller, a Swiss Servicer or the Dutch Servicer by the Master Purchaser, the Regency Lender, the Styron Security Trustee or the Instructing Party under or in connection with any Relevant Transaction Document shall be made in full without any deduction or withholding in respect of Taxes (or otherwise) unless the deduction or withholding is required by law in which event the Master Purchaser, the Regency Lender, the Styron Security Trustee or the Instructing Party, as the case may be, shall ensure that the

deduction or withholding does not exceed the minimum amount legally required. For the avoidance of doubt, save as otherwise expressly provided in any Relevant Transaction Document none of the Master Purchaser, the Regency Lender, the Styron Security Trustee or the Instructing Party shall be obliged to gross up any such payment following any such deduction or withholding.

12.7	Tax Credits

If any of the Swiss Sellers, the Dutch Seller, the Swiss Servicers or the Dutch Servicer pays any additional amount (an 'Additional Payment') under paragraph (a) of Clause 12.5 and the Master Purchaser, the Regency Lender, the Styron Security Trustee, or the Instructing Party, as the case may be, effectively obtains a refund of Tax or credit against Tax on its overall net income by reason of that Additional Payment (a 'Tax Credit') and the Master Purchaser, the Regency Lender, the Styron Security Trustee or the Instructing Party, as the case may be, is able to identify such Tax Credit as being attributable to such Additional Payment, then the Master Purchaser, the Regency Lender, the Styron Security Trustee or the Instructing Party, as the case may be, shall reimburse the relevant Swiss Seller, the Dutch Seller, the relevant Swiss Servicer or the Dutch Servicer (as the case may be) such amount as the Master Purchaser, the Regency Lender, the Styron Security Trustee or the Instructing Party, as the case may be, shall determine to be the proportion of such Tax Credit as will leave it, after that reimbursement, in no better or worse position than it would have been in if that Additional Payment had not been required. The Master Purchaser, the Regency Lender, the Styron Security Trustee or the Instructing Party, as the case may be, shall use reasonable efforts to claim any Tax Credit and, if it does so claim, shall have absolute discretion as to the extent, order and manner in which it does so but shall in no circumstances be liable to any of the Swiss Sellers, the Dutch Seller, the Swiss Servicers or the Dutch Servicer for not doing so.

12.8	After Tax Amount

In the event that any taxing authority seeks to charge to Tax any sum paid to the Master Purchaser, the Regency Lender, the Styron Security Trustee or the Instructing Party as a result of the indemnities contained herein then the amount so payable shall be grossed up by such amount as to ensure that after payment of the Tax so charged (and taking account of the Tax effect of any loss giving rise to the right to such an indemnity) there shall be left a sum equal to the amount that would otherwise be payable under such indemnity or obligation.

12.9	Excluded Tax

(a)

Notwithstanding anything else to the contrary in any Transaction Document, none of the U.S. Sellers, U.S. Servicers, U.S. Intermediate Transferor, Swiss Sellers, Swiss Servicers and Chargor, German Seller, German Servicer, Dutch Seller, Dutch Servicer, Parent, Guarantor, the Styron Security Trustee or the Master Purchaser (a 'Deducting Party') shall be required to pay any additional amounts, gross-up, indemnity payment or other similar amount with respect to any Tax imposed under the laws of the United States that is an Excluded Tax (a 'Deduction'), as such term is defined in the U.S. Intermediate Transfer Agreement.

(b)

Each Deducting Party shall promptly, upon becoming aware that it must make a Deduction (or that there is any change in the rate or the basis of such Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Master Purchaser, the Swiss Servicers, the Cash Manager and the Regency Lender.

13	WAIVERS; REMEDIES CUMULATIVE

13.1

No failure or delay by any party hereto in exercising any right, power or privilege under any Transaction Document to which it is a party or available at law shall impair such right, power or remedy or operate as a waiver thereof. The single or partial exercise of any right, power or remedy under this Deed or any Transaction Document to which it is a party or at law shall not preclude any other or further exercise thereof or the exercise of any other right, power or remedy under this Deed or any Transaction Document to which it is a party or at law.

13.2

The rights of any party to any Transaction Document shall not be capable of being waived otherwise than by an express waiver in writing or by a waiver in such other form as may be agreed by the parties to the relevant Transaction Document for the purposes of minimising or avoiding liability to stamp tax.

13.3	The rights, powers and remedies provided in this Deed and any Transaction Document to which it is a party are cumulative and may be exercised as often as they are considered appropriate and are in addition to any rights and remedies provided by law.

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

14.1

Each Swiss Seller, each Swiss Servicer, the Pledgor, the German Seller, the German Servicer, the Dutch Seller, the Dutch Servicer, each U.S. Seller, each U.S. Servicer, the Investment Manager, the Styron Lender (collectively the 'Seller and Servicer Parties' and each a 'Seller and Servicer Party') by its execution of this Deed (or, in respect of the Investment Manager and the Styron Lender, by their execution of the 2023 Second Amendment Deed) irrevocably appoints the Parent (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Transaction Documents and irrevocably authorises:

(a)

the Parent on its behalf to supply all information concerning itself contemplated by the Transaction Documents and to give all notices and instructions, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Seller and Servicer Party notwithstanding that they may affect the relevant Seller and Servicer Party, without further reference to or the consent of that Seller and Servicer Party; and

(b)

each other party to this Deed to give any notice, demand or other communication to that Seller and Servicer Party pursuant to the Transaction Documents to the Parent.

14.2	Where the Parent takes any action under sub-paragraph (a) above (other than the provision of information) it shall procure that each relevant Seller and Servicer Party provides a Solvency Certificate in form and substance satisfactory to the Cash Manager in relation thereto.

14.3

Each of the Seller and Servicer Parties (other than the Investment Manager and Styron Lender) agrees that it shall not revoke the appointment of the Parent to take the action specified in sub-paragraph (a) above in any circumstances, and in each case the Seller and Servicer Party shall be bound as though the Seller and Servicer Party 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.

14.4	The Investment Manager and Styron Lender may, with thirty (30) Business Days prior written notice to the Parent and each other Party hereto, revoke the appointment of the Parent to take any action under sub-paragraph (a) above (other than the provision of information).

14.5	For the purpose of clause 14 each 'Seller and Servicer Party' releases the Parent from the restrictions under Section 181 German Civil Code (Bürgerliches Gesetzbuch – BGB).

14.6

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

14.7	Unless otherwise specified in the Styron Security Deed or made pursuant to Clause 30.6 (Changes to reference rates), no amendment, modification, waiver or variation of any or all of the Transaction Documents shall be effective unless:

(a)

it is in writing and signed by or on behalf of the Parent as Seller and Servicer Party Agent on behalf of each of the Seller and Servicer Parties and each other party to the relevant Transaction Document to be so modified, waived or varied or initialled for identification on behalf of such parties or in such other form as may be agreed by the parties to the relevant Transaction Document for the purposes of minimising or avoiding any liability to stamp tax; and

(b)

such amendment, modification, waiver or variation complies with the requirements of clause 29 of the Styron Security Deed.

14.8

The Master Purchaser agrees with the Sellers that the Sellers may request an increase in the Facility Limit from time to time and the Master Purchaser shall, subject to conditions to be agreed, use its commercially reasonable endeavours to agree to such increases with the Regency Lender and the Styron Lender (subject to the credit and business approval processes of the Liquidity Facility Provider) and shall not require any increase in the fees on such additional amounts from the fee levels set out in the Transaction Documents or any increase in the CP Rate or the Primary Term Rate from that set out above or any other alteration to the terms in a manner that is or could be reasonably expected to be adverse to any Seller.

15	ENTIRE AGREEMENT

Each and every Transaction Document sets out the entire agreement and understanding between the parties in respect of the subject matter of the agreements contained therein and supersedes any previous agreement between the parties relating to the subject matter therein. It is agreed that:

(a)

no party has entered into any Transaction Document in reliance upon any representation, warranty or undertaking of any other party which is not expressly set out or referred to in any such Transaction Document;

(b)

except for breach of an express representation or warranty under any Transaction Document no party shall have any claim or remedy under any of the Transaction Documents in respect of misrepresentation (whether negligent or otherwise, and whether made prior to or at the time of execution of the Transaction Documents) or untrue statement made by any other party; and

(c)

this Clause shall not exclude any liability for fraudulent misrepresentation.

16	NO LIABILITY

Notwithstanding any other provision of this Deed or any other Transaction Document, no recourse under any obligation, covenant, or agreement of any party (acting in any capacity whatsoever) contained in any Transaction Document shall be had against any shareholder, officer, director, employee or agent of the Master Purchaser or the Regency Lender or the Styron Security Trustee as such, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise, it being expressly agreed and understood that each Transaction Document is a corporate obligation of the relevant party and no personal liability shall attach to or be incurred by the shareholders, officers, agents, employees or directors of any party as such, or any of them, under or by reason of any of the obligations, covenants or agreements contained in any Transaction Document, or implied therefore, and that any and all personal liability for breaches by such party of any such obligations, covenants or agreements, either at law or by statute or constitution, of every such shareholder, officer, agent, employee or director is hereby expressly waived by the other parties as a condition of and consideration for the execution of this Deed.

17	LIMITED RECOURSE AND NON-PETITION IN FAVOUR OF REGENCY LENDER

17.1

Notwithstanding any other provision of this Deed, each of the parties hereto (other than the German Seller and the German Servicer) hereby agrees with the Regency Lender that it shall not, until the expiry of two years and one day after payment of all sums outstanding and owing under the latest maturing commercial paper notes issued by the Regency Lender pursuant to its Programme Documents (as defined below):

(a)

take any corporate action or other steps or legal proceedings for the winding- up, dissolution, examinership or re-organisation of or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, examiner, sequestrator or similar officer to the Regency Lender or of any or all its revenues and assets; or

(b)

have any right to take any steps for the purpose of obtaining payment of any amounts payable to it under this Deed by the Regency Lender and shall not take any steps to recover any debts whatsoever owing to it by the Regency Lender.

17.2	Notwithstanding any other provision of this Deed, each party hereto (other than the Regency Lender, the German Seller and the German Servicer) agrees and acknowledges with the Regency Lender that:

(a)

it will only have recourse in respect of any amount, claim or obligation due or owing to it by the Regency Lender (the 'Claims') to the extent of available funds pursuant to the Regency Lender's programme documents in respect of its USD$20,000,000,000 asset-backed commercial paper notes issuance programme (the 'Programme Documents') subject to and in accordance with the terms thereof and after all other prior ranking claims in respect thereof have been satisfied and discharged in full;

(b)

following the application of funds following enforcement of the security interests created over the Regency Lender's assets under the relevant Programme Documents, subject to and in accordance with the provisions relating to the application of funds specified therein, the Regency Lender will have no assets available for payment of its obligations under such documents and this Deed other than as provided for pursuant to the Programme Documents and any Claims will accordingly be extinguished to the extent of any shortfall; and

(c)

the obligations of the Regency Lender under the Programme Documents and this Deed will not be obligations or responsibilities of, or guaranteed by, any other person or entity.

17.3

Notwithstanding any other provision of this Deed no recourse under any obligation, covenant or agreement of the Regency Lender contained in this Deed shall be had against any shareholder, member, officer, director, employee or agent of the Regency Lender, by the enforcement of any assessment or by any legal proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Deed is a corporate obligation of the Regency Lender, and that no personal liability shall attach to or be incurred by the shareholders, members, officers, directors, employees or agents of the Regency Lender, as such, or any of them under or by reason of any of the obligations, covenants or agreements of the Regency Lender contained in this Deed or implied therefrom and that any and all personal liability for breaches by the Regency Lender of any of such obligations, covenants or agreements, either at any applicable law or by statute or constitution of every such shareholder, member, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Deed.

17.4

Notwithstanding any other provision of this Deed or any Transaction Document, each of the parties hereto (other than the German Seller and the German Servicer) agrees and acknowledges that the provisions of Clauses 16 and 17 of this Deed shall survive and shall not be extinguished by the termination of this Deed and shall continue to bind the parties thereafter.

17.5	For the avoidance of doubt, clause 22 (Limited Recourse and No-Petition in Favour of Regency Lenders) of the German Receivables Purchase Agreement binds the German Seller and clause 1.4(h) of the German Servicing Agreement binds the German Servicer.

18	MISCELLANEOUS PROVISIONS

18.1	Evidence of indebtedness

In any proceeding, action or claim relating to any Transaction Document a statement as to any amount due which is certified as being correct by an officer of the Instructing Party, shall, unless otherwise provided in the Transaction Document or this Deed, or in the case of manifest error, be prima facie evidence that such amount is in fact due and payable.

18.2	Severability

Any provision of any Transaction Document or this Deed which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, each of the parties hereto hereby waives any provision of law but only to the extent permitted by law which renders any provision of any Transaction Document prohibited or unenforceable in any respect.

18.3	Assignability

(a)

Save as specifically provided in any Transaction Document and subject to sub-paragraph 18.3(b) below, none of the Swiss Sellers, the German Seller, the Dutch Seller, the German Servicer, the Dutch Servicer, the Swiss Servicers, Regency Lender or the Master Purchaser shall be entitled to assign any of its rights or transfer any of its obligations under any of the

Transaction Documents without the prior written consent of the Cash Manager, and prior written notice being given to Moody's and S&P.

(b)

Save as specifically provided in any Transaction Document, the Regency Lender may assign or transfer its rights or transfer its obligations under the Transaction Documents to any Person subject to obtaining the prior written consent of the Parent (not to be unreasonably withheld or delayed) provided that the consent of the Parent shall not be required in respect of assignments or transfers:

(i)

to any Person provided such assignment or transfer shall not increase the Master Purchaser's cost of funding;

(ii)

following a Termination Event which has occurred and which is continuing; or

(iii)

to HSBC Bank plc or its Affiliates, provided such assignment or transfer shall not cause a breach of a Non-Bank Rule.

The Parent will be deemed to have given its consent 10 Business Days after the Regency Lender has requested it unless consent is expressly refused by the Parent within that time.

(c)

Each assignor or transferor shall notify the Cash Manager and the Parent of any assignment or transfer under paragraph (a) or paragraph (b) of Clause 18.3. Each assignor or transferor may, in connection with any such assignment or transfer, disclose to the assignee or transferee or potential assignee or transferee any information relating to the relevant Swiss Seller, the German Seller, the Dutch Seller, the German Servicer, the Dutch Servicer or the relevant Swiss Servicer, including the Receivables, furnished to such assignor or transferor by or on behalf of the relevant Swiss Seller, the German Seller, the Dutch Seller, the relevant Swiss Servicer, the German Servicer or the Dutch Servicer provided that, prior to any such disclosure, the assignee or transferee or potential assignee or transferee agrees to observe the confidentiality of such information which is confidential in accordance with Clause 20 below.

18.4	Set-Off

(a)

Except as otherwise provided in the Transaction Documents and subject to paragraph (b) of this Clause 18.4, all payments required to be made under the Transaction Documents shall be calculated without reference to any set-off or counterclaim and shall be made free and clear of and without any deduction for or on account of any set-off or counterclaim, save as provided by mandatory provisions of law.

(b)

The Master Purchaser, the Regency Lender, the Instructing Party and the Styron Security Trustee may (in addition to any other rights it may have) at any time after a Termination Event has occurred and is subsisting, set-off, appropriate and apply any deposits and any other indebtedness held or owing by such Person (acting in its capacity as such) to, or for the account of, a Swiss Seller, the German Seller, the Dutch Seller, the German Servicer, the Dutch Servicer or a Swiss Servicer against any amount owing by that Seller, the German Servicer, the Dutch Servicer or the relevant Swiss Servicer, as the case may be, to such Person.

18.5	Styron Lender, Master Purchaser, Swiss Sellers, Swiss Servicers, Dutch Seller and Dutch Servicer Set-Off

(a)

The Master Purchaser may, at any time, unless notified to the contrary by the Instructing Party, set-off its obligation to pay Initial Purchase Price to a Swiss Seller or the Dutch Seller against its right to receive any amount of Loans from the Styron Lender.

(b)

The Master Purchaser may, on any Monthly Payment Date, unless notified to the contrary by the Instructing Party, set-off its obligation to pay any Styron USD Loan Repayment Amounts or Styron EUR Loan Repayment Amounts to the Styron Lender against its right to receive Collections from each Seller.

(c)

The Styron Lender, the Master Purchaser, each Swiss Servicer, each Swiss Seller, the Dutch Servicer and the Dutch Seller may, on any Settlement Date, unless notified to the contrary by the Instructing Party:

(i)

set-off the Styron Lender's obligation to pay any Additional Principal Amount under the Styron Loan against the Master Purchaser's obligation to pay Initial Purchase Price or Deferred Purchase Price to a Swiss Seller or the Dutch Seller on such Settlement Date;

(ii)

set-off each Swiss Servicer's obligation to pay Collections to the Master Purchaser against the Master Purchaser's obligation to pay any amounts due to the Styron Lender pursuant to the Styron Loan; and

(iii)

set-off any amounts in accordance with clause 3.3(c) of the Swiss Receivables Purchase Agreement, clause 3.2(c) of the Dutch Receivables Purchase Agreement, clause 4.3 of the Swiss Servicing Agreement or clause 4.3 of the Dutch Servicing Agreement.

18.6	Regulation

The Master Purchaser, the Sellers, the Styron Lender and the Servicers covenant with the Cash Manager to provide it with all information which it or any other relevant party may reasonably require to comply with requirements of law or regulation as to the disclosure of information including (but not limited to) pursuant to European Regulation 1060/2009 and the CRR (each as amended from time to time).

18.7	Sanctions and anti-bribery

(a)

On the 2024 Amendment Effective Date, the 2023 Amendment Effective Date and on each Monthly Payment Date, each Trinseo Party represents and warrants that no Trinseo Party, any director or officer, or any employee, agent or Affiliate, of any Trinseo Party or any of its Subsidiaries is:

(i)

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

(ii)

located, organised or resident in a country or territory that is, or whose government is, the target/subject of Sanctions, including, without limitation, currently, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the non-government controlled areas of Kherson and Zaporizhzhia oblasts.

(b)

On the 2024 Amendment Effective Date, the 2023 Amendment Effective Date and on each Monthly Payment Date, each Trinseo Party represents and warrants that no Trinseo Party, nor to the knowledge of any Trinseo Party, any director, officer, agent, employee, affiliate or other person acting on behalf of such Trinseo Party or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of any applicable anti-bribery law, including but not limited to, the United Kingdom Bribery Act 2010 (the 'UK Bribery Act') and the U.S. Foreign Corrupt Practices Act of 1977 (the 'FCPA'). Further, each Trinseo Party represents and warrants that each Trinseo Party and, to the knowledge of each Trinseo Party, its affiliates have conducted their businesses in compliance with the UK Bribery Act, the FCPA and similar laws, rules or regulations and have instituted and maintain policies and procedures designed to provide, and which are reasonably expected to continue to provide, continued compliance therewith.

(c)

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

(i)

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

(ii)

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

(d)

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

(e)

Nothing in this Deed shall be made by, or for the benefit of, or apply to, or create or establish an obligation or right for any party to this Deed that qualifies as domiciled in Germany (Inländer) within the meaning of Section 2 paragraph 15 German Foreign Trade Act (Außenwirtschaftsgesetz) or which is a Regency Lender (including any directors, officers or employees, agents and Affiliates of such party or such Lender), if and to the extent that by requesting it, agreeing to it, complying with it, exercising it, having such obligation or right, or otherwise, such party to this Deed or Lender (or any directors, officers or employees, agents and Affiliates thereof) would be placed in violation of any foreign trade law or anti-boycott law applicable to it, including but not limited to Section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung) and EU Council Regulation (EC) 2271/1996 of 22 November 1996, as amended (or any implementing law or regulation in any member state of the European Union) or any similar applicable blocking or anti-boycott law or regulation in the United Kingdom.

18.8

DAC 6

The Master Purchaser and the Styron Lender represent and warrant that no transaction contemplated by the Transaction Documents nor any transaction to be carried out in connection with any transaction contemplated by the Transaction Documents meets any hallmark set out in Annex IV of the Council Directive of 25 May 2018 (2018/822/EU) amending Directive 2011/16/EU.

18.9	Contractual recognition of bail-in

Notwithstanding any other term of any Transaction Document, or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts that any liability of any Party to any other Party under or in connection with the Transaction Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

(a)

any Bail-In Action in relation to any such liability, including (without limitation):

(i)

a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;

(ii)

a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and

(iii)

a cancellation of any such liability; and

(b)

a variation of any term of any Transaction Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

For the purposes of this Clause 18.9:

'Article 55 BRRD' means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

'Bail-In Action' means the exercise of any Write-down and Conversion Powers.

'Bail-In Legislation' means:

(a)

in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and

(b)

in relation to the United Kingdom, the UK Bail-In Legislation.

'EEA Member Country' means any member state of the European Union, Iceland, Liechtenstein and Norway.

'EU Bail-In Legislation Schedule' means the document described as such and published by the Loan Market Association (or any successor person) from time to time.

'Resolution Authority' means any body which has authority to exercise any Write-down and Conversion Powers.

'UK Bail-In Legislation' means Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

'Write-down and Conversion Powers' means:

(a)

in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule; and

(b)

in relation to the UK Bail-In Legislation, any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers.

18.10

Data protection

(a)

None of the Regency Lender or HSBC Bank plc in any of its capacities will be required to process any Personal Data in connection with its obligations under the Transaction Documents and no Personal Data will be shared with the Regency Lender or HSBC Bank plc in the performance of the Transaction Documents.

(b)

Each of the parties undertakes not to supply to the Styron Security Trustee any Personal Data, whether relating to such party, its personnel, customers or other data subjects, except to the extent that such party is required to provide such information in order to comply with requests for information made by the Styron Security Trustee, provided that in such instances the sharing and processing of any Personal Data by the parties is in compliance with any applicable Data Protection Law.

19	COUNTERPARTS

Each of the Transaction Documents, including this Deed, can be executed in any number of counterparts and by the parties to it on separate counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. Delivery of a counterpart of any Transaction Document, including this Deed, by e-mail attachment or fax shall be an effective mode of delivery.

20	CONFIDENTIALITY

None of the parties shall, and they shall procure that none of their agents or representatives shall, during the continuance of any of the Transaction Documents or after the termination of any of them, disclose to any person, firm or company whatsoever any information relating to the business, finances or other matters of a confidential nature of any other party to this Deed of which it may in the course of its duties under this Deed or any Transaction Document or otherwise have become possessed and all the parties shall use all reasonable endeavours to prevent any such disclosure, provided however that the provisions of this Clause 20 shall not apply:

(a)

to the disclosure of any information which is expressly permitted or required by the Transaction Documents to any person who is a party to any of the Transaction Documents or is required in relation to the transactions envisaged by the Transaction Documents;

(b)

to the disclosure of any information already known to the recipient otherwise than as a result of entering into or negotiating any of the Transaction Documents provided that the recipient has not, to the knowledge of the party disclosing information, acquired such information in breach of any contractual obligation of confidentiality;

(c)

to the disclosure of any information which is or becomes public knowledge otherwise than as a result of the conduct of the recipient or as a result of a breach of this Deed;

(d)

to the extent that the recipient is required to disclose the same pursuant to any law or regulation or order of any court or pursuant to any direction, request or requirement (whether or not having the force of law) of any central bank or any governmental or other regulatory authority (including any official bank examiners or regulators) or stock exchanges or Rating Agency or any other rating organisation to whom disclosure is required by applicable law in order to issue or maintain a credit rating, provided such disclosure is made strictly in accordance and solely to ensure compliance, with the provisions of the relevant law (including, for the avoidance of doubt, Rule 17g-5 of the General Rules and Regulations promulgated by the Securities Exchange Act of 1934);

(e)

to the disclosure of information in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;

(f)

to the extent that the recipient needs to disclose the same for the protection or enforcement of any of its rights under any of the Transaction Documents;

(g)

to the disclosure of any information to any provider of liquidity, credit enhancement, hedging or other facilities (subject to them being informed of the confidential nature of such information and being subject to confidentiality restrictions consistent with this Clause 20);

(h)

to the disclosure of any information to professional advisers who receive the same under a duty of confidentiality;

(i)

to the disclosure of any information with the written consent of the parties hereto in form and substance satisfactory to the Instructing Party;

(j)

to the disclosure of any information to HSBC Bank plc and any of its Affiliates, its or their officers, directors, employees, professional advisers, auditors, partners and representatives such confidential information as the Regency Lender shall consider appropriate if any person to whom the confidential information is to be given pursuant to this paragraph is informed in writing of its confidential nature and that some or all of such confidential information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the confidential information; and

(k)

to the disclosure of any information reasonably disclosed to a prospective provider of Regency Lender Related Debt, a prospective or a substitute Instructing Party or Styron Security Trustee (provided it is disclosed on the basis that the recipient will hold it confidential and will not use it in the course of its business).

21	CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

In relation to each Transaction Document governed by English law, a person who is not a party to such Transaction Document shall, unless otherwise expressly provided in a Transaction Document, have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the terms thereof.

22	STYRON SECURITY TRUSTEE PARTY TO TRANSACTION DOCUMENTS

22.1	Better preservation and enforcement of rights

Except where any Transaction Document provides otherwise, the Styron Security Trustee has agreed to become a party to each Transaction Document to which it is a party only for the better preservation and enforcement of its rights under such Transaction Document and shall not assume any liabilities or obligations under any Transaction Document unless such obligation or liability is expressly assumed by the Styron Security Trustee in such Transaction Document.

22.2	Styron Security Trustee has no responsibility

The Styron Security Trustee shall not have any responsibility for any of the obligations of the other Transaction Parties and the other Transaction Parties acknowledge that the Styron Security Trustee has no such responsibility and that the Styron Security Trustee is entitled to the protections contained in and on the terms set out in the Styron Security Deed.

22.3	Styron Security Deed governs the Styron Security Trustee

Each of the parties hereto agrees that the exercise or performance or non-exercise or non-performance of any of the trusts, powers, authorities, duties, discretions or obligations of, or the giving of any consents by the Styron Security Trustee and the Styron Security Trustee's liability in relation to the same shall in the case of each Transaction Document to which it is a party be subject to the detailed provisions of the Styron Security Deed and, in the event of any conflict, the provisions of the Styron Security Deed shall prevail.

23	TRUSTEE ACT

In relation to each Transaction Document governed by English law and which creates or purports to create a trust or fiduciary relationship, the parties hereto agree that to the fullest extent permitted by law, none of the provisions of the Trustee Act 2000 shall apply to the trust or fiduciary relationship created by such Transaction Document or to the role of the trustee or fiduciary in relation to such trust or fiduciary relationship. The disapplication of the Trustee Act 2000 as provided by this Clause 23 shall constitute an exclusion of the provisions of the Trustee Act 2000 for the purposes of that Act.

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

24.1	No proceedings against the Master Purchaser

Notwithstanding any other provision of this Deed or any Transaction Documents, only the Styron Security Trustee may pursue the remedies available under the general law or under the Styron Security Deed, the German Security Assignment and Trust Agreement or the U.S. Security Agreement to enforce the Security and no Transaction Party shall be entitled to proceed directly against the Master Purchaser to enforce the Security. Each Transaction Party (other than the Master Purchaser, the German Seller, the German Servicer, and the Styron Security Trustee) agrees with and acknowledges to each of the Master Purchaser and the Styron Security Trustee, and the Styron Security Trustee agrees with and acknowledges to the Master Purchaser, that:

(a)

none of the Transaction Parties (nor any person on their behalf, other than the Styron Security Trustee where appropriate) are entitled, otherwise than as permitted by the Transaction Documents, to direct the Styron Security Trustee to enforce the Security or take any proceedings against the Master Purchaser to enforce the Security;

(b)

none of the Transaction Parties (other than the Styron Security Trustee acting in accordance with the provisions of the Styron Security Deed, the German Security Assignment and Trust Agreement or the U.S. Security Agreement) shall have the right to take or join any person in taking any steps against the Master Purchaser for the purpose of obtaining payment of any amount due from the Master Purchaser to any of such Transaction Parties;

(c)

until the date falling two years after the Final Discharge Date none of the Transaction Parties nor any person on their behalf shall initiate or join any person in initiating an Insolvency Event or the appointment of an Insolvency Official in relation to the Master Purchaser other than a Receiver appointed under clause 18 (Appointment and Removal of Administrator and Receiver) of the Styron Security Deed; and

(d)

none of the Transaction Parties shall be entitled to take or join in the taking of any corporate action, legal proceedings or other procedure or step which would result in the Payments Priorities not being complied with.

24.2	Limited Recourse

(a)

Each Transaction Party (other than the Master Purchaser, the German Seller, the German Servicer and, in accordance with the provisions of the Styron Security Deed, the Styron Security Trustee) agrees with each of the Master Purchaser and the Styron Security Trustee, and the Styron Security Trustee agrees with the Master Purchaser, that notwithstanding any other provision of any Transaction Document, all obligations of the Master Purchaser to such Transaction Party, including, without limitation, the Obligations, are limited in recourse as set out below:

(i)

it will have a claim only in respect of the Charged Property and will not have any claim, by operation of law or otherwise, against, or recourse to any of the Master Purchaser's other assets or its contributed capital;

(ii)

sums payable to each Transaction Party in respect of the Master Purchaser's obligations to such Transaction Party shall be limited to the lesser of (a) the aggregate amount of all sums due and payable to such Transaction Party and (b) the aggregate amounts received, realised or otherwise recovered by or for the account of the Master Purchaser in respect of the Charged Property whether pursuant to enforcement of the Security or otherwise, net of any sums which are payable by the Master Purchaser in accordance with the Payments Priorities in priority to or pari passu with sums payable to such Transaction Party; and

(iii)

upon the Styron Security Trustee giving written notice to the Relevant Transaction Parties that it has determined in its sole opinion, that there is no reasonable likelihood of there being any further realisations in respect of the Charged Property (whether arising from an enforcement of the Security or otherwise) which would be available to pay unpaid amounts outstanding under the Relevant Transaction Documents, the Relevant Transaction Party shall have no further claim against the Master Purchaser in respect of any such unpaid amounts and such unpaid amounts shall be extinguished and discharged in full.

The provisions of this Clause 24 shall survive termination of the Transaction Documents.

(b)

For the avoidance of doubt Clause 24 (Restriction on Enforcement of Security, Non-Petition and Limited Recourse in Favour of the Master Purchaser) binds the German Seller and clause 15.4 (Subordination of German Servicer's Rights and Non Petition Undertaking) of the German Servicing Agreement binds the German Servicer.

25	PROVISIONS RELATING TO THE TRANSACTION DOCUMENTS

25.1	Acknowledgement of the Security

Each Transaction Party:

(a)

acknowledges the Security created by the Master Purchaser Security Documents;

(b)

undertakes to the Styron Security Trustee not to do anything inconsistent with the Security or the terms of the Transaction Documents;

(c)

acknowledges that the Security is held by the Styron Security Trustee for the benefit of all the Secured Creditors and that any Receiver shall be appointed by the Styron Security Trustee for the benefit of all the Secured Creditors; and

(d)

acknowledges the existence of the rights conferred on the Lenders by clause 15.3 (Consequences of Delivery of an Enforcement Notice) and clause 22 (No action by Lenders or any other Secured Creditor) of the Amended and Restated Loan Facility Agreement.

25.2	Secured Creditors and Transaction Documents

Each Secured Creditor shall be deemed to have notice of, all of the provisions of the Transaction Documents.

25.3	Receipt

The Styron Security Trustee is hereby authorised to execute on behalf of the Secured Creditors a receipt in respect of all or part only of the Secured Amounts, as may be appropriate from time to time.

25.4	Recoveries after Enforcement

Except for moneys paid out by the Styron Security Trustee pursuant to the Post- Enforcement Payments Priorities, all monies received or recovered by the Secured Creditors in respect of the Secured Amounts after delivery of an Enforcement Notice (whether by way of set-off, retention, compensation, balancing of accounts or otherwise) shall forthwith be paid to (and pending such payment held on trust for) the Styron Security Trustee.

26	GOVERNING LAW

This Deed and any non-contractual obligations arising herefrom shall be governed by, and construed in accordance with, English law.

27	FAILURE TO SATISFY INITIAL CONDITIONS PRECEDENT

27.1	Termination

If the Initial Conditions Precedent have not been satisfied or waived by the Instructing Party prior to 26 August 2010 the Transaction Parties hereby agree that, with effect from 26 August 2010, subject to Clause 27.2 (Continuing obligations) and Clause 27.3 (Accrued liabilities) and notwithstanding anything else contained in the Transaction Documents:

(a)

each Transaction party is irrevocably released and discharged from all covenants, undertakings, representations, warranties, liabilities and obligations owed to the other parties (or any of them) to the Transaction Documents arising under the Transaction Documents, whether, without limitation, in contract, tort or otherwise;

(b)

the rights and entitlements of each party to the Transaction Documents against the other parties to the Transaction Documents in respect of the Transaction Documents are irrevocably waived and cancelled; and

(c)

the Transaction Documents are terminated,

without giving rise to any liabilities as a result of such termination and discharge, other than as set out herein.

27.2	Continuing obligations

The termination of the Transaction Documents pursuant to Clause 27.1 is without prejudice to any provision of such Transaction Documents which expressly states that it will survive the termination of such Transaction Document, or which reserves the rights of the parties to such Transaction Document in the event that any payment made to them under or pursuant to the Transaction Document is subsequently challenged.

27.3	Accrued liabilities

The termination of the Transaction Documents is without prejudice to any rights and liabilities under the Transaction Documents accrued prior to 26 August 2010 and will not give rise to any liabilities as a result of such termination other than as set out herein.

28	SECURITISATION REGULATION

28.1	Securitisation Regulation covenants

Each Retention Holder undertakes with the Regency Lender, the Cash Manager and the Master Purchaser that until the Final Discharge Date:

(a)

it shall retain, on an ongoing basis, as 'originator' (as defined in Article 2(3) of the EU Securitisation Regulation and Article 2(3) of the UK Securitisation Regulation) a material net economic interest of not less than 5% of the nominal value of the Purchased Receivables sold by it, or in the case of the Styron Lender, sold by the German Seller, as required from time to time in accordance with Article 6(1) of the EU Securitisation Regulation and Article 6(1) of the UK Securitisation Regulation (such interest, the 'Retained Interest'). Such Retained Interest will comprise each Retention Holder retaining all or a portion of the first loss tranche so that the principal amount of the Deferred Purchase Price (in respect of each of the Retention Holders (other than the Styron Lender)) or the Styron Loans (in respect of the Styron Lender) to which such Retention Holder is directly or indirectly exposed equals an amount not less than 5% of the nominal value of all Purchased Receivables sold to the Master Purchaser from time to time;

(b)

it shall not change the manner in which it retains the Retained Interest except to the extent permitted under Article 6 of the EU Securitisation Regulation and Article 6 of the UK Securitisation Regulation, and it shall promptly notify the Cash Manager, the Master Purchaser

and the Regency Lender if any change is made in the manner in which it retains such Retained Interest;

(c)

it will not, and will procure that no Affiliate will, (i) sell, transfer or surrender all or any part of its rights, benefits or obligations arising from the Retained Interest; (ii) allow the Retained Interest to become subject to any form of credit risk mitigation or hedging, or (iii) take any action which would reduce its exposure to the economic risk of the Deferred Purchase Price or the Styron Loans (as applicable) in such a way that it ceases to retain the Retained Interest, in each case, except to the extent permitted in accordance with the EU Securitisation Regulation and the UK Securitisation Regulation;

(d)

that, in accordance with Article 9 of the EU Securitisation Regulation and Article 9 of the UK Securitisation Regulation:

(i)

it shall apply to exposures to be securitised the same sound and well-defined criteria for credit-granting which it applies to non-securitised exposures;

(ii)

the same clearly established processes for approving, amending, renewing and financing credits shall be applied, and has effective systems in place to apply such processes; and

(iii)

it shall ensure that its credit-granting in respect of the Receivables is based on a thorough assessment of the Obligor's creditworthiness (taking appropriate account of factors relevant to verify the prospect of the Obligor meeting its obligations under the Contract);

(e)

it shall confirm its continued compliance with the covenants set out above on a monthly basis to the Master Purchaser and the Cash Manager in writing, which may be by way of email or inclusion in the U.S. Servicers' Monthly Report, the Swiss Servicers' Monthly Report, the Dutch Servicer's Monthly Report or the German Servicer's Monthly Report (with the German Servicer confirming such information on behalf of the Styron Lender), as applicable;

(f)

it shall promptly provide the Regency Lender with such information in its possession or control or reasonably capable of being obtained by it as the Regency Lender may from time to time reasonably request to enable the Regency Lender or any provider of liquidity, credit enhancement, hedging or other facilities to comply with any applicable requirements of Article 5 of the EU Securitisation Regulation or Article 5 of the UK Securitisation Regulation and any other applicable due diligence provision or transparency provision of the EU Securitisation Regulation and the UK Securitisation Regulation as long as the provision of such information would not cause the Retention Holder to breach any applicable law or regulation;

(g)

it shall take such further action as may reasonably be required to ensure that the applicable provisions of the EU Securitisation Regulation and the UK Securitisation Regulation are complied with in respect of the Transaction and shall use commercially reasonable efforts to take any other action as may reasonably be required by the Cash Manager, the Master Purchaser and the Regency Lender to achieve such compliance by any relevant party; and

(h)

it shall promptly, upon the occurrence of a breach of any of its obligations under this Clause, notify the Cash Manager, the Master Purchaser and the Regency Lender of any such breach.

28.2	Securitisation Regulation representations

(a)

Each Retention Holder represents and warrants that:

(i)

it is not an entity that has been established or that operates for the sole purpose of securitising exposures;

(ii)

it has a strategy and the capacity to meet payment obligations consistent with a broader business model that involves material support from capital, assets, fees or other sources of income, by virtue of which the Retention Holder does not rely on the exposures to be securitised, nor on any interests retained or proposed to be retained in accordance with the EU Securitisation Regulation and the UK Securitisation Regulation, or on any corresponding income from such exposures and interests, as its sole and predominant source of revenue; and

(iii)

the responsible decision makers have the necessary experience to enable the Retention Holder to pursue the established business strategy, as well as adequate corporate governance arrangements.

(b)

The Styron Lender represents that it was, itself or through related entities, directly or indirectly, involved in the creation of the Standard Documentation (including any replacements and amendments thereto) used by the German Seller to enter into Contracts giving rise to the Receivables sold by the German Seller to the Master Purchaser.

28.3	Designation of Designated Entity

(a)

For the purposes of Article 7(2) of the EU Securitisation Regulation and Article 7(2) of the UK Securitisation Regulation, each Retention Holder and the Master Purchaser designate the Designated Entity to fulfil the information requirements of Article 7(1) of the EU Securitisation Regulation and Article 7(1) of the UK Securitisation Regulation and the Designated Entity hereby accepts such designation.

(b)

Notwithstanding the designation made by each Retention Holder and the Master Purchaser under paragraph (a) above, each Retention Holder and the Master Purchaser confirms that it shall at all times be responsible for compliance with its obligations under Article 7 of the EU Securitisation Regulation and Article 7 of the UK Securitisation Regulation.

28.4	Regulatory reporting

(a)

The Designated Entity shall procure that the following reports and information are made available to the relevant competent authorities in the United Kingdom and in the EU member states in which the registered offices of the Retention Holders and the Master Purchaser are located (to the extent required by such competent authorities to be made available by the Retention Holder or the Master Purchaser and, in the case of Ireland, to the extent the Master Purchaser is not required to submit the relevant report or information pursuant to any other Transaction Document), the Cash Manager, the Lenders and, on request, to potential Lenders (in the manner required by the EU Securitisation Regulation and the UK Securitisation Regulation):

(i)

on a monthly basis in the Swiss Servicers' Monthly Report:

(A)

certain asset level information in relation to the Purchased Receivables as required by and in accordance with Article 7(1)(a) of the EU Securitisation Regulation and Article 7(1)(a) of the UK Securitisation Regulation; and

(B)

an investor report as required by and in accordance with Article 7(1)(e) of the EU Securitisation Regulation and Article 7(1)(e) of the UK Securitisation Regulation,

in each case, simultaneously and no later than one month after the relevant reporting period;

(ii)

all underlying documentation that is essential for the understanding of the Transaction (comprising the Transaction Documents), in accordance with Article 7(1)(b) of the EU Securitisation Regulation and Article 7(1)(b) of the UK Securitisation Regulation;

(iii)

a transaction summary in accordance with Article 7(1)(c) of the EU Securitisation Regulation and Article 7(1)(c) of the UK Securitisation Regulation, it being understood that the Designated Entity may meet the requirement in this subclause (iii) on the date hereof by making available to the relevant party the transaction summary prepared for this purpose by Reed Smith LLP, as legal counsel to HSBC Bank plc;

(iv)

without delay, any information required to be reported pursuant to Articles 7(1)(f) or 7(1)(g) (as applicable) of the EU Securitisation Regulation and Articles 7(1)(f) or 7(1)(g) (as applicable) of the UK Securitisation Regulation; and

(v)

all other information, notifications and reporting as may be required by the EU Securitisation Regulation and the UK Securitisation Regulation to be provided by the Retention Holders and the Master Purchaser.

(b)

Notwithstanding anything to the contrary in Clause 28.4(a), the Designated Entity shall procure that:

(i)

the information described in Articles 7(1)(a), 7(1)(c)(ii) and 7(1)(e)(i) of the EU Securitisation Regulation and Articles 7(1)(a), 7(1)(c)(ii) and 7(1)(e)(i) of the UK Securitisation Regulation (which shall be included in the reports specified under Clause 28.4(a)(i) and the transaction summary specified under Clause 28.4(a)(iii)) is made available in aggregate form to Lenders and, upon request, to potential Lenders; and

(ii)

the Receivable-level data specified under Clause 28.4(a) is made available, upon request, to the competent authorities specified under Clause 28.4(a).

(c)

The Designated Entity confirms that it has made the information described in paragraphs (b), (c) and (d) of Article 7(1) of the EU Securitisation Regulation and Article 7(1) of the UK Securitisation Regulation, respectively, available to the Lenders before pricing by making available to Lenders (before pricing) the Transaction Documents specified under Clause 28.4(a)(ii), the transaction summary specified under Clause 28.4(a)(iii) and the STS notification that has been made available to it in accordance with Clause 28.5(f).

28.5	UK STS

(a)

The Designated Entity undertakes to notify the Master Purchaser, the Cash Manager, the Lenders and the Styron Security Trustee immediately if at any time it becomes aware that the Transaction no longer meets the requirements of Article 24 of the UK Securitisation Regulation.

(b)

Each Seller represents on each Reporting Date:

(i)

its rights and obligations under the Transaction Documents to sell Receivables to the Master Purchaser and/or repurchase Purchased Receivables from the Master Purchaser do not constitute active portfolio management on a discretionary basis for purposes of Article 24(7) of the UK Securitisation Regulation;

(ii)

no Receivable which is the subject of an Offer is a securitisation position, as defined in Article 2(19) of the UK Securitisation Regulation;

(iii)

no Receivable which is the subject of an Offer is, on the Purchase Date of that Receivable, (a) an exposure in default within the meaning of Article 178(1) of Regulation (EU) No 575/2013 or (b) an exposure to a credit-impaired debtor, in each case, as described in and in accordance with Article 24(9) of the UK Securitisation Regulation;

(iv)

the Seller's Credit and Collection Procedures include remedies and actions relating to delinquency and default of Debtors, debt restructuring, debt forgiveness, forbearance, payment holidays, losses, charge offs, recoveries and other asset performance remedies;

(v)

it has made available, in accordance with Article 24(14) of the UK Securitisation Regulation, data on static and dynamic historical default and loss performance, such as delinquency and default data, for substantially similar exposures to those being securitised under this Transaction, and the sources of those data and the basis for claiming similarity, to Lenders and potential Lenders before pricing;

(vi)

the Receivables which are the subject of an Offer are homogeneous for purposes of Article 24(15) of the UK Securitisation Regulation, on the basis that the Receivables: (i) have been underwritten by the Seller in accordance with similar underwriting standards applying similar approaches with respect to the assessment of a potential Obligor's credit risk; (ii) are serviced by the applicable Servicer in accordance with the applicable Seller's Credit and Collection Procedures and the applicable Servicing Agreement, such that substantially the same servicing procedures with respect to monitoring, collections and administration of cash receivables generated from the Purchased Receivables are applied; and (iii) form one asset category, namely trade receivables;

(vii)

each Receivable which is the subject of an Offer:

(A)

will be transferred without undue delay after selection;

(B)

does not include derivatives;

(C)

is a trade receivable with full recourse to the relevant Obligor (and recourse to the relevant guarantor (where applicable));

(D)

has a defined payment stream payable in accordance with the relevant Contract;

(E)

does not include transferable securities, as defined in point (24) of Article 2(1) of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012, other than corporate bonds, that are not listed on a trading venue; and

(F)

has been originated in the ordinary course of the applicable Seller's business pursuant to underwriting standards that are no less stringent than those that the Seller applies at the time of origination to similar exposures that are not securitised; and

(viii)

it has not less than 5 years expertise in originating exposures of a similar nature to those securitised, as contemplated by Article 24(18) of the UK Securitisation Regulation;

(c)

The Master Purchaser represents on each day prior to the Final Discharge Date:

(i)

the repayment of the Loans does not depend predominantly on the sale of assets securing the Purchased Receivables, for purposes of Article 24(11) of the UK Securitisation Regulation; and

(ii)

it has not entered into, and shall not enter into, any derivative contracts, for the purposes of Article 24(12) of the UK Securitisation Regulation, save as permitted by Article 24(12) of the UK Securitisation Regulation.

(d)

The Master Purchaser undertakes to, without undue delay, notify each Lender of any change in the Payments Priorities which will materially adversely affect the repayment of any Loan.

(e)

Each Seller undertakes that the underwriting standards pursuant to which each Receivable the subject of an Offer is originated and any material changes from prior underwriting standards shall be fully disclosed to the Master Purchaser, the Cash Manager, the Styron Security Trustee and the Lenders without undue delay.

(f)

HSBC Bank Plc, as the sponsor of the ABCP programme, shall:

(i)

deliver a duly completed STS notification to the FCA in accordance with Article 27 of the UK Securitisation Regulation on the 2023 Amendment Effective Date, and shall, upon request, provide a copy of the STS notification to Lenders and potential Lenders. It shall make available such STS notification to the Designated Entity; and

(ii)

notify the FCA immediately if at any time it becomes aware that the Transaction no longer meets the requirements of Article 24 of the UK Securitisation Regulation.

29	RATE SWITCH

29.1	Switch to Compounded Reference Rate

Subject to Clause 29.2 (Delayed switch for existing Loans that are not Compounded Rate Loans), on and from the Rate Switch Date for a Rate Switch Currency:

(a)

use of the Compounded Reference Rate will replace the use of Primary Term Rate in the definition of Loan Refinancing Rate for the calculation of interest for Loans in that Rate Switch Currency; and

(b)

any Loan or Unpaid Sum in that Rate Switch Currency shall be a 'Compounded Rate Loan'.

29.2	Delayed switch for existing Loans that are not Compounded Rate Loans

If the Rate Switch Date for a Rate Switch Currency falls before the last day of an Interest Period for a Term Rate Loan in that currency:

(a)

that Loan shall continue to be a Term Rate Loan for that Interest Period;

(b)

any provision of the Transaction Documents which is expressed to relate to a Compounded Rate Currency shall not apply in relation to that Term Rate Loan for that Interest Period; and

(c)

on and from the first day of the next Interest Period (if any) for that Term Rate Loan, that Term Rate Loan shall be a 'Compounded Rate Loan'.

29.3	Notifications by Cash Manager

(a)

Following the occurrence of a Rate Switch Trigger Event for a Rate Switch Currency, the Cash Manager shall:

(i)

promptly upon becoming aware of the occurrence of that Rate Switch Trigger Event, notify the Lenders of that occurrence; and

(ii)

promptly upon becoming aware of the date of the Rate Switch Trigger Event Date applicable to that Rate Switch Trigger Event, notify the Lenders of that date.

(b)

The Cash Manager shall, promptly upon becoming aware of the occurrence of the Rate Switch Date for a Rate Switch Currency, notify the Lenders of that occurrence.

(c)

The Parties agree that the FCA Cessation Announcement constitutes a Rate Switch Trigger Event in relation to USD LIBOR, that the Rate Switch Trigger Event Date applicable to such Rate Switch Trigger Event will be 30 June 2023 and that the Cash Manager is not under any obligation under paragraph (a) above to notify any Transaction Party of such Rate Switch Trigger Event or Rate Switch Trigger Event Date resulting from the FCA Cessation Announcement.

(d)

For the purposes of paragraph (c) above, the 'FCA Cessation Announcement' means the announcement on 5 March 2021 by the FCA that all USD LIBOR settings will, as of certain specified future dates, either cease to be provided by any administrator or no longer be representative of the market and economic reality that they are intended to measure and that such representativeness will not be restored.

30	CHANGES TO THE CALCULATION OF INTEREST

30.1	Interest calculation if no Primary Term Rate

(a)

Interpolated Primary Term Rate: If no Primary Term Rate is available for the Interest Period of a Term Rate Loan, the applicable Term Reference Rate shall be the Interpolated Primary Term Rate for a period equal in length to the Interest Period of that Loan.

(b)

[RESERVED]

(c)

[RESERVED]

(d)

Compounded Reference Rate or cost of funds: If paragraph (a) above applies but it is not possible to calculate the Interpolated Primary Term Rate then:

(i)

if 'Compounded Reference Rate will apply as a fallback' is specified in the Reference Rate Terms for that Loan and there are Reference Rate Terms applicable to Compounded Rate Loans in the relevant currency:

(A)

there shall be no Term Reference Rate for that Loan for that Interest Period; and

(B)

that Loan shall be a 'Compounded Rate Loan' for that Interest Period; and

(ii)

if:

(A)

'Compounded Reference Rate will not apply as a fallback' and

(B)

'Cost of funds will apply as a fallback',

are specified in the Reference Rate Terms for that Loan, Clause 30.4 (Cost of funds) shall apply to that Loan for that Interest Period.

30.2	Interest calculation if no RFR or Central Bank Rate

If:

(a)

there is no applicable RFR or Central Bank Rate for the purposes of calculating the Daily Non-Cumulative Compounded RFR Rate for an RFR Banking Day during an Interest Period for a Compounded Rate Loan; and

(b)

'Cost of funds will apply as a fallback' is specified in the Reference Rate Terms for that Loan,

Clause 30.4 (Cost of funds) shall apply to that Loan for that Interest Period.

30.3	Market disruption

If:

(a)

a Market Disruption Rate is specified in the Reference Rate Terms for a Loan; and

(b)

before the Reporting Time for that Loan the Cash Manager receives notifications from a Lender or Lenders (whose participations in that Loan exceed 50 per cent. of that Loan) that its cost of funds relating to its participation in that Loan would be in excess of that Market Disruption Rate,

then Clause 30.4 (Cost of funds) shall apply to that Loan for the relevant Interest Period.

30.4	Cost of funds

(a)

If this Clause 30.4 applies to a Loan for an Interest Period, the Relevant Interest Amount shall not be payable pursuant to clause 9.2 (Payment of Interest) of the Amended and Restated Loan Facility Agreement on that Loan for that Interest Period and the rate of interest in respect of each relevant Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:

(i)

the Usage Fee; and

(ii)

the rate notified to the Cash Manager and Master Purchaser by that Lender as soon as practicable and in any event, by the Reporting Time for that Loan, to be that which expresses as a percentage rate per annum its cost of funds relating to its participation in that Loan from whatever source it may reasonably select.

(b)

If this Clause 30.4 applies and the Cash Manager or the Parent so requires, the Lenders and the Master Purchaser shall enter into negotiations (for a period of not more than thirty (30) days) with a view to agreeing a substitute basis for determining the rate of interest.

(c)

Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of the Lenders and the Master Purchaser, be binding on all parties to the Transaction Documents.

(d)

If this Clause 30.4 applies pursuant to Clause 30.3 (Market disruption) and:

(i)

a Lender's Funding Rate is less than the relevant Market Disruption Rate; or

(ii)

a Lender does not notify a rate to the Cash Manager by the relevant Reporting Time,

that Lender's cost of funds relating to its participation in that Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be the Market Disruption Rate for that Loan.

30.5	Non-Business Days

Any rules specified as 'Business Day Conventions' in the applicable Reference Rate Terms for a Loan or Unpaid Sum shall apply to each Interest Period for that Loan or Unpaid Sum.

30.6	Changes to reference rates

Any amendment or waiver that relates to, or has the effect of, aligning the means of calculation of interest on a Compounded Rate Loan and the other Transaction Documents to any recommendation of a Relevant Nominating Body which:

(a)

relates to the use of a RFR for that currency on a compounded basis in the international or any relevant domestic syndicated loan markets; and

(b)

is issued on or after 2023 Amendment Effective Date,

may be made with the consent of the Lenders and the Master Purchaser.

31	QUARTERLY REPORTS

31.1	Dutch Servicer's Quarterly Reports

On each Quarterly Reporting Date (or such other date if requested by the Master Purchaser or the Instructing Party), the Dutch Servicer shall prepare and provide (directly or indirectly) to the Master Purchaser the Dutch Servicer’s Quarterly Report in respect of the last three (3) Determination Periods immediately preceding such Quarterly Reporting Date.

31.2	German Servicer's Quarterly Reports

On each Quarterly Reporting Date (or such other date if requested by the Master Purchaser or the Instructing Party), the German Servicer shall prepare and provide (directly or indirectly) to the Master Purchaser the German Servicer’s Quarterly Report in respect of the last three (3) Determination Periods immediately preceding such Quarterly Reporting Date.

31.3	Swiss Servicers' Quarterly Reports

On each Quarterly Reporting Date (or such other date if requested by the Master Purchaser or the Instructing Party), each Swiss Servicer shall prepare and provide (directly or indirectly) to the Master Purchaser such Swiss Servicers' Quarterly Report in respect of the last three Determination Periods immediately preceding such Quarterly Reporting Date.

32	PARENT SOLVENCY CERTIFICATE

On each Monthly Payment Date, for as long as the Regency Loans are outstanding, the Parent shall provide to the Cash Manager and the Master Purchaser a solvency certificate in respect of it substantially in the form set out in Schedule 19 (Form of Parent's Solvency Certificate).

IN WITNESS of which this Deed has been executed and delivered as a deed by the parties to it on the date above mentioned.

[all signature blocks removed for the purposes of amendment]

Schedule 1

PART A
TERMINATION EVENTS

The occurrence of any of the following events shall constitute a Termination Event:

(a)

Non-Payment: a Seller or a Servicer fails to pay any amount due under any of the Transaction Documents within three (3) Business Days after the earlier of that Seller or that Servicer becoming aware of such default and the receipt by that Seller or that Servicer (as the case may be) of written notice by or on behalf of the Master Purchaser requiring the same to be remedied;

(b)

Misrepresentation: any representation or warranty made or deemed to be made by the Parent, the Styron Lender, a Seller or a Servicer (or any of their respective officers) under or in connection with this Deed or any other Transaction Document or any information or report delivered by the Parent, the Styron Lender, that Seller or that Servicer pursuant to this Deed or any other Transaction Document shall prove to have been incorrect or untrue in any material respect when made or deemed made or delivered, unless such representation or warranty relates solely to one or more specific Receivables incorrectly characterised as Eligible Receivables and in the case of the representations and warranties contained in paragraphs (a) and (i) of Schedule 1 Part A of the Master Receivables Purchase Agreement, the breach of such representation or warranty is capable of being cured and is in fact cured (without any adverse impact on the Master Purchaser, the Regency Lender, the Liquidity Facility Provider, the Styron Security Trustee or the Instructing Party or the collectability of the Receivables) within fifteen (15) Business Days after the first date on which the relevant Seller obtains knowledge or receives written notice of such breach from any Affected Person);

(c)

Breach of Obligations:

(i)

A Seller, the Styron Lender or a Servicer shall fail to perform or observe any other term, covenant or agreement contained in this Deed or any other Transaction Document (other than as referred to in paragraph (ii) below) on its part to be performed or observed and any such failure shall remain unremedied fifteen (15) days, provided that failure of a Seller or a Servicer (as the case may be) to perform or observe any covenant contained in clauses 4.3 (g), (h), and (m) of a Master Receivables Purchase Agreement (excluding the U.S. Receivables Purchase Agreement and the U.S. Intermediate Transfer Agreement) or clauses 4.3(g), (i) and (n) of the U.S. Receivables Purchase Agreement and the U.S. Intermediate Transfer Agreement (as the case may be) shall not be entitled to the benefit of such 15-day period; or

(ii)

a Seller shall fail to perform or observe any covenant or agreement contained in clauses 4.3(g), (h) or (m) of the relevant Master Receivables Purchase Agreement (excluding the U.S. Receivables Purchase Agreement and the U.S. Intermediate Transfer Agreement) or clauses 4.3(g), (i) and (n) of the U.S. Receivables Purchase Agreement and the U.S. Intermediate Transfer Agreement (as the case may be), in each case, on its part to be performed or observed and any such failure shall remain unremedied for five (5) Business Days;

(d)

Cross Acceleration: an event shall occur or condition shall exist under any agreement or instrument relating to any Debt of Trinseo PLC, Trinseo Luxco S.à r.l., the Parent, the Styron Lender, a Seller or a Servicer which is outstanding in a principal amount of at least USD 30,000,000 or its equivalent in another Approved Currency in aggregate, and, as a result of such event or condition, the maturity of such Debt is accelerated; or any such Debt shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof;

(e)

Valid Security: either:

(i)

the Styron Security Trustee shall, for any reason cease to have a valid and perfected first priority Encumbrance in all of the property, assets and rights of any kind of the Master Purchaser; or

(ii)

any Account Control Agreement does not, or ceases to create, a valid and perfected first priority Encumbrance in favour of the Master Purchaser or the Styron Security Trustee (as applicable) in respect of the Collection Accounts;

(f)

Invalidity: any material provision of any of the Transaction Documents is, or becomes, for any reason, invalid or unenforceable and the Master Purchaser, the Instructing Party, the Liquidity Facility Provider, the Styron Security Trustee or the Regency Lender would be materially prejudiced by such provision becoming invalid or unenforceable;

(g)

Change of Control: a Change of Control occurs that is not previously approved by the Instructing Party;

(h)

Judgment: one or more judgments for the payment of money exceeding an amount in the sum of USD 30,000,000 (except to the extent covered by insurance as to which the insurer has acknowledged in writing it will cover the entire amount of any such judgment) shall be rendered against the Styron Lender, a Seller or a Servicer and the same shall remain undischarged for a period of 45 consecutive days during which execution shall not be effectively stayed, or any action shall be taken by a judgment creditor to attach or levy upon any assets of the relevant Seller or Servicer to enforce any such judgment;

(i)

Material Adverse Change: any event or series of events (whether related or not) occurs which in the reasonable opinion of the Instructing Party will have a Material Adverse Effect;

(j)

Servicer Default: any Servicer Default occurs;

(k)

Trigger Events: as of any Determination Date either:

(i)

the 3 month rolling average of the Collection Ratio as at such Determination Date falls below 35%; or

(ii)

the 3 month rolling average of the Default Ratio as at such Determination Date exceeds 2%; or

(iii)

the 3 month rolling average of the Dilution Ratio as at such Determination Date exceeds 3.5%, or

(iv)

the 3 month rolling average of the Delinquency Ratio as at such Determination Date exceeds 4%,

provided that in the case of (ii) and (iv), there shall not be a Termination Event if:

(A)

there would not be an excess if the aggregate of each of the Purchased Receivables relating to one Large Obligor are excluded from the relevant calculation; and

(B)

in the case of (ii), the Default Ratio as at the immediately preceding Determination Date did not exceed 1.5%, or in the case of (iv) the Delinquency Ratio as at the immediately preceding Determination Date did not exceed 3%.

(l)

Perfection Events: any Perfection Event occurs;

(m)

Asset Shortfall: an Asset Shortfall occurs;

(n)

Master Purchaser Enforcement Event: any Master Purchaser Enforcement Event occurs;

(o)

Misuse of Collection Accounts: a Seller or a Servicer withdraws, makes payment, or otherwise deals with funds standing in the balance of a Collection Account other than in a manner authorised under the Transaction Documents or otherwise without the prior written consent of the Master Purchaser and the Instructing Party, save that such withdrawal, payment or dealing with funds, if made as a result of a technical or administrative error, may be remedied within 1 Business Day. The Master Purchaser, the Sellers and the Servicers agree that during period beginning on the Closing Date and ending on the day following the fourth Monthly Payment Date, the occurrence of the events or circumstances outlined in this paragraph (o) shall not constitute a Termination Event provided the Sellers and the Servicers have used reasonable endeavours to prevent such occurrence;

PART B
PERFECTION EVENTS

The occurrence of any of the following events shall constitute a Perfection Event:

(a)

Attachment: all or any part of the property, business, undertakings, assets or revenues of Trinseo PLC, Trinseo Luxco S.à r.l., a Seller or a Servicer having an aggregate value in excess of USD 30,000,000 has been attached as a result of any distress or execution being levied or any encumbrance taking possession or similar attachment and such attachment has not been lifted within thirty (30) days, unless in any such case the Instructing Party certifies that in its reasonable opinion such event will not materially prejudice the ability of a Seller or a Servicer to observe or perform its obligations under the Transaction Documents or the enforceability, collectability or origination of the Receivables;

(b)

Insolvency: Trinseo Luxco S.à r.l., any Seller or any Servicer is or becomes or is declared to be insolvent or over-indebted (value of its assets is lower than the value of its liabilities) (including bankruptcy and suspension of payments) or is or becomes unable to pay its debts as they fall due or suspends or threatens to suspend making payments (whether of principal or interest) with respect to all or any class of its debts;

(c)

Composition: Trinseo PLC, Trinseo Luxco S.à r.l., any Seller or any Servicer convenes a meeting of its creditors or proposes or makes any arrangement or composition with, or any assignment for the benefit of, or any moratorium with its creditors (other than (i) for the purposes of a solvent reconstruction or amalgamation on such terms and within such period as may previously have been approved in writing by the Instructing Party or (ii) for the purposes of an intra-group restructuring, provided that (for the purposes of (ii) (A) the Sellers and the Parent shall continue to have the same ultimate holding company as prior to the intra-group restructuring, and (B) the intra-group restructuring will not have a Material Adverse Effect on the Parent or the Sellers) which do not, in the opinion of the Instructing Party, have a Material Adverse Effect and have previously have been approved in writing by the Instructing Party) or any other corporate action is taken or any legal proceedings are commenced by Trinseo PLC, Trinseo Luxco S.à r.l., a Seller or a Servicer with a view to any such composition, arrangement, assignment or moratorium being made;

(d)

Winding Up, Administration: a petition (other than a petition which is dismissed or stayed within thirty (30) days of being instituted or which is frivolous or vexatious or which would not result in a Material Adverse Effect) is presented or other formal steps are taken for the purpose of considering a resolution or other preparatory steps are taken or legal proceedings are commenced for the liquidation, dissolution, administration or reorganisation of Trinseo PLC, Trinseo Luxco S.à r.l., a Seller or a Servicer (other than (i) for the purposes of a solvent reconstruction or amalgamation on such terms and within such period as may previously have been approved in writing by the Instructing Party or (ii) for the purposes of an intra-group restructuring, provided that (for the purposes of (ii) (A) the Sellers and the Parent shall continue to have the same ultimate holding company as prior to the intra-group restructuring, and (B) the intra-group restructuring will not have a Material Adverse Effect on the Parent or the Sellers);

(e)

Analogous Proceedings: an event analogous to any of the events specified in paragraphs (a), (b), (c) or (d) occurs under the laws of any relevant jurisdiction;

(f)

Encumbrance: any of the Sellers or the Servicers creates or grants any Encumbrance or permits any Encumbrance to arise over or in relation to:

(i)

any Purchased Receivable;

(ii)

any right, title or interest of the Master Purchaser in relation to a Purchased Receivable;

(iii)

any proceeds of or sums received or payable in respect of a Purchased Receivable; or

(iv)

the interest of the Master Purchaser in any amount from time to time standing to the credit of the Collection Accounts,

other than pursuant to the Account Control Agreement or a Seller Permitted Encumbrance;

(g)

Dispute: a Seller disputes, in any manner, the validity or efficacy of any sale and purchase of a Receivable under a Master Receivables Purchase Agreement;

(h)

Illegality: it becomes impossible or unlawful for a Seller or a Servicer to continue its business or discharge its obligations as contemplated by the Transaction Documents and as a result, in the reasonable opinion of the Instructing Party, there is, or is likely to be, a Material Adverse Effect on the ability of a Seller or a Servicer to perform their respective obligations under the Transaction Documents or the enforceability, collectability or origination of the Receivables is or is likely to be materially prejudiced.

(i)

Set off by Collection Account Bank: a Collection Account Bank exercises any right of set off against funds standing in the balance of any Collection Account other than as contemplated pursuant to an Account Control Agreement, other than in relation to account fees charged directly to the relevant Collection Account, and such set off is not repaid into the relevant Collection Account within eight (8) Business Days.

(j)

Breach of Obligations:

(i)

a Seller, the Styron Lender or a Servicer shall fail to perform or observe any other term, covenant or agreement contained in this Deed or any other Transaction Document (other than as referred to in paragraph (ii) below) on its part to be performed or observed and any such failure shall remain unremedied fifteen (15) days, provided that failure of a Seller or a Servicer (as the case may be) to perform or observe any covenant contained in clauses 4.3 (g), (h), and (m) of a Master Receivables Purchase Agreement (excluding the U.S. Receivables Purchase Agreement and the U.S. Intermediate Transfer Agreement) or clauses 4.3(g), (i) and (n) of the U.S. Receivables Purchase Agreement and the U.S. Intermediate Transfer Agreement (as the case may be) shall not be entitled to the benefit of such 15-day period; or

(ii)

(k)

Trinseo PLC Insolvency: Trinseo PLC is or becomes unable to pay its debts as they fall due or suspends or threatens to suspend making payments (whether of principal or interest) with respect to all or any class of its debts.

Schedule 2
SWISS SERVICER DEFAULTS

The occurrence of any of the following events shall constitute a Swiss Servicer Default:

(a)	Any Swiss Servicer:

(i)

shall fail to perform or observe any term, covenant or agreement under the Swiss Receivables Purchase Agreement or the Swiss Servicing Agreement and such failure shall remain unremedied for five (5) Business Days; or

(ii)

shall fail to make when due any payment or deposit to be made by it under the Swiss Receivables Purchase Agreement and the Swiss Servicing Agreement and such failure shall remain unremedied for two (2) Business Days; or

(iii)

shall fail to deliver any Swiss Servicer Report when required and such failure shall remain unremedied for two Business Days or one Business Day in respect of Swiss Servicer Reports being delivered on a Daily Reporting Date (unless previously agreed between the Swiss Servicer and Master Purchaser that such Swiss Servicer Report shall be delivered at a later date or if such late delivery is due solely to computer or other technical failure, such failure shall remain unremedied for five (5) Business Days).

(b)

Any representation or warranty made or deemed made by a Swiss Servicer under or in connection with the Swiss Receivables Purchase Agreement or Swiss Servicing Agreement or any other Transaction Document or any information or report delivered by a Swiss Servicer pursuant to the Swiss Receivables Purchase Agreement and Swiss Servicing Agreement or any other Transaction Document shall prove to have been incorrect or untrue in any material respect when made or deemed made or delivered unless the breach of such representation or warranty is capable of being cured and is in fact cured (without any adverse impact on the Master Purchaser, the Regency Lender, the Liquidity Provider, the Styron Security Trustee or the Instructing Party or the collectability of the Receivables) within fifteen (15) Business Days after the first date on which the relevant Seller obtains knowledge or receives written notice of such breach from any Affected Person.

(c)

Any Swiss Servicer shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against a Swiss Servicer seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganisation, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganisation or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 30 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or a Swiss Servicer shall take any corporate or other action to authorize any of the actions set forth above in this paragraph (c).

(d)

An event shall occur or condition shall exist under any agreement or instrument relating to any Debt of a Swiss Servicer which is outstanding in a principal amount of at least USD 30,000,000 in the aggregate and, as a result of such event or condition, the maturity of such Debt is accelerated; or any such Debt shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof.

(e)

There shall have occurred any event which causes an Account Control Agreement to cease to be in full force and effect or the Account Control Agreement ceases to be a valid, first priority, perfected Encumbrance, except where such an event is a result of termination of the relevant account by the Collection Account Bank, in which case the relevant Swiss Servicer must procure within 30 days that:

(i)

a replacement account is opened with another account bank on terms satisfactory to the Master Purchaser; and

(ii)

a new Account Control Agreement is entered into as a valid, first priority, perfected Encumbrance with respect to any replacement account on terms satisfactory to the Master Purchaser,

Schedule 3
ELIGIBILITY CRITERIA IN RESPECT OF RECEIVABLES

In order for a Receivable to meet the Eligibility Criteria, the Receivable or, as the case may be, the relevant Contract from which it is derived must satisfy the following criteria on the last date of the relevant Determination Period:

(a)

The Obligor: The Obligor must be an Eligible Obligor who is a resident in an Unrestricted Country or an Eligible Country, and may not be either (i) an Affiliate of either Parent or a Seller (other than a portfolio company of any shareholder); or (ii) a government or a governmental agency or subdivision or an entity that a government or governmental agency or subdivision holds an interest in, as shareholder or otherwise;

(b)	Obligor in default: The Obligor may not be an obligor of Defaulted Receivables the aggregate Outstanding Balance of which is in excess of 40% of the aggregate Outstanding Balance owed by such Obligor;

(c)	Corporate: The Obligor must be a corporation, limited liability company, business trust or other Person other than an individual;

(d)	No current accounts: There are no current or running accounts between the relevant Seller and the Obligor;

(e)	No public procurement or intra-group loans: The Receivable does not originate under a Contract subject to any applicable public procurement laws or pursuant to an intra-group loan;

(f)

No Defaulted Receivables: The Receivable is not a Delinquent Receivable or a Defaulted Receivable (which, for purposes of determining whether such Receivable is a Non-Conforming Receivable (as defined in the related Master Receivables Purchase Agreement), shall be determined solely as of the related Purchase Date);

(g)	Obligation to Pay: The following conditions are met:

(i)

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

(ii)

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

(iii)

the Obligor became obliged to pay for the products in accordance with the relevant Contract.

(h)	Payment Term: In the case of a Receivable that is not an Unbilled Receivable, the Receivable must be evidenced by an invoice and is required to be paid in full within 120 days of the original billing date thereof.

(i)

Bona fide obligation: The Receivable must represent a bona fide obligation of the Obligor to pay (i) in the case of a Billed Receivable, the stated amount or (ii) in the case of an Unbilled Receivable, the amount calculated in the manner set forth in the related Contract as the amount due with respect thereto;

(j)	No lien: The Receivable must not be subject to any Encumbrance other than Seller Permitted Encumbrance;

(k)

Conformity: The Receivable must be in conformity in all material respects with all applicable laws, rules and regulations in effect and with respect to which none of the Swiss Sellers, German Seller, the Dutch Seller, the U.S. Sellers, the German Servicer, the Dutch Servicer, the U.S. Servicers, the Swiss Servicers or the Obligor is in violation of any such law, rule or regulation in any material respect;

(l)

Title: The Receivable arises under a Contract which, together with such Receivable, is in full force and effect and constitutes the legal, valid and binding obligation of the Obligor of such Receivable and is not subject to any dispute, offset, counterclaim or defence whatsoever (except the potential discharge in bankruptcy of such Obligor) and the Obligor has no right to return the related goods for any reason other than that such goods do not conform to the terms of such Contract;

(m)	Freely assignable: Title to or ownership of, as applicable, the Receivable is freely assignable to the Master Purchaser without the need for the consent of or notice to the Obligor or any other person, or where consent is required to assign the Receivable, such consent is obtained;

(n)	Business: The Receivable must arise from the sale of chemical products of the relevant Seller in the ordinary course of its business;

(o)

Contract: The Contract underlying the Receivable is (unless the relevant Obligor is listed in Schedule 12 (Approved Non-Standard Documentation Obligors), as may be amended from time to time with the consent of the Cash Manager, and the relevant Contract has been approved by the Cash Manager) in the form of the Standard Documentation and has not been extended, rewritten or otherwise modified for credit related reasons from the original terms thereof other than any modifications for the purpose of protecting the interest of the Master Purchaser or except as permitted by the relevant Seller's Credit and Collection Procedures. The Contract underlying the Receivable does not contain any confidentiality provisions or prohibitions on assignment which may prejudice the sale or enforcement or collectability of the Receivable or the Related Security or the creation or enforceability of a first priority security interest thereover, except where such provision has been waived by the relevant Obligor;

(p)	Non-interest bearing: The Receivable is a non-interest bearing obligation other than in respect of interest charged for late payment;

(q)	Credit and Collection Procedures: Any credit given in respect of the Receivable constitutes normal payment extension only and was granted in conformity with the relevant Seller's Credit and Collection Procedures;

(r)	Unsecured: The Receivable is unsecured other than by way of retention of title;

(s)	No bill of exchange or promissory note: The Receivable is not represented by a bill of exchange or promissory note or similar document due delivery of which is required to achieve a true sale or endorsement of such Receivable;

(t)

Governing law: The Receivable and the Contract relating to it are governed by, in the case of the Swiss Receivables Purchase Agreement, Swiss law, in the case of the German Receivables Purchase Agreement, German law, in the case of the Dutch Receivables Purchase Agreement, Dutch law, and in the case of the U.S. Receivables Purchase Agreement, the laws of one of the states of the U.S. or of the District of Columbia;

(u)

Concentration limit: Subject, for any Obligor, to the Obligor Limits which may exceed the Normal Concentration Limit in accordance with the definition of Obligor Limit, the aggregate Outstanding Balance of the Receivables owed by the same Obligor and which remain outstanding, may not exceed (i) during the 2023 Amendment Period, four (4) per cent. of the Outstanding Balance of all Eligible Receivables and (ii) following the 2023 Amendment Period, three (3) per cent. of the Outstanding Balance of all Eligible Receivables (the 'Normal Concentration Limit') or such other higher percentage for such Obligor designated in Schedule 4 (Special Concentration Limits) hereto (a 'Special Concentration Limit'); provided that, affiliated Obligors shall be treated as if they were one Obligor. The Cash Manager may, at its sole discretion, reduce or cancel a Special Concentration Limit upon three (3) Business Days' notice to the relevant Seller. Any Special Concentration Limit held by an Obligor shall immediately be cancelled in the event that such Obligor is assigned an unsecured long-term debt rating below Baa3 or Moody's BBB-1 by S&P. Further Special Concentration Limits can be only be added with the written consent of the Cash Manager.

(v)

Performance of obligations: The relevant Seller has satisfied and fully performed all obligations with respect to such Receivable required to be fulfilled by it other than customary warranty obligations, and no further action (other than, in the case of an Unbilled Receivable, the processing and mailing of an invoice) is required to be performed by any person with respect thereto other than payment thereon by, the applicable Obligor.

(w)

Countries Limit: If the Obligor for which the Receivable relates is not from an Unrestricted Country, the aggregate Outstanding Balance of such Receivable and all other Purchased Receivables for which the Obligor is not from Unrestricted Countries, will not at the next following Settlement Date be in excess of the Countries Limit (but any such Receivable shall be ineligible only to the extent of such excess).

(x)

Country Credit Rating Limit: If the Obligor for which the Receivable relates is from a Non-Investment Grade Country, the aggregate Outstanding Balance of such Receivable and all Purchased Receivables for which the Obligor is from a Non-Investment Grade Country, will not at the next following Settlement Date be in excess of 10% of the USD Equivalent of the Outstanding Balances of the Purchased Receivables (but any such Receivables shall be ineligible only to the extent of such excess);

(y)

Unbilled Receivables Limit: If the Obligor for which the Receivable relates was an Unbilled Receivable on the day the Offer in respect of that Receivable was made, the aggregate Outstanding Balance of such Receivable and all other Purchased Receivables which were Unbilled Receivables on the day the Offer in respect of them was made exceeds the Unbilled Receivables Limit (but any such Receivables shall be ineligible only to the extent of such excess);

(z)

Denomination: The Receivable must be denominated in one of the Approved Currencies, the Collections in respect of which are paid by the relevant Obligor into a Collection Account; such Collection Account being secured by an Account Control Agreement (substantially on the same terms as the UK Account Control Deed (taking into account any differences required by applicable laws) which a counsel qualified in the relevant jurisdiction has opined to the Instructing Party, the Styron Security Trustee and the Master Purchaser creates a valid security interest over the relevant account) in respect of which the relevant branch of the Collection Account Bank has provided an acknowledgement (in a form approved by the Instructing Party);

(aa)	German and Dutch Purchased Receivables: All Receivables purchased pursuant to the German Receivables Purchase Agreement and the Dutch Receivables Purchase Agreement must be denominated in Euros;

(bb)	Excluded Receivable: The Receivable is not an Excluded Receivable; and

(cc)	Obligors: In respect of any Receivables sold under:

(i)

the Swiss Receivables Purchase Agreement or the German Receivables Purchase Agreement, no Obligor is incorporated in the United Kingdom; and

(ii)

the Dutch Receivables Purchase Agreement, no Obligor is incorporated in a Participating Member State, Iceland, Norway or Switzerland, save that, with respect to Receivables sold under the Dutch Receivables Purchase Agreement, an Obligor may be incorporated in a Participating Member State, Iceland, Norway or Switzerland if a legal opinion acceptable to the Cash Manager and the Master Purchaser as to the enforceability of English court judgments in the relevant Participating Member State, Iceland, Norway or Switzerland has been provided to the Cash Manager and the Master Purchaser.

(dd)

U.S. Sellers' Receivables: In respect of any Receivable to be sold under the U.S. Receivables Purchase Agreement, (i) if the Contract underlying the Receivable is in existence as of the 2024 Amendment Effective Date and is subject to confidentiality undertakings of the corresponding U.S. Seller in favour of the applicable Obligor that would prevent the U.S. Seller from providing the information required to be included in any U.S. Servicer Report or to be disclosed to any relevant Party pursuant to the Transaction Documents, from the date occurring forty-five (45) days (with respect to Altuglas and Aristech) or sixty (60) days (with respect to Trinseo LLC) after the 2024 Amendment Effective Date, such U.S. Seller has obtained a consent, amendment or waiver from the relevant Obligor with respect to such confidentiality provisions and (ii) if the Contract underlying the Receivable is entered into after the 2024 Amendment Effective Date, such Contract shall not include confidentiality undertakings of the corresponding U.S. Seller in favour of the applicable Obligor that would prevent the U.S. Seller from providing the information required to be included in any U.S. Servicer Report or to be disclosed to any relevant Party pursuant to the Transaction Documents.

Schedule 5
UNRESTRICTED COUNTRIES

Austria

Belgium

Bulgaria

Cyprus

Czech Republic

Denmark

Estonia

Finland

France

Federal Republic of Germany

Greece

Hungary

Ireland

Israel

Italy

Latvia

Lithuania

Luxembourg

Norway

Poland

Portugal

Romania

Slovak Republic

Slovenia

South Africa

Spain

Sweden

Switzerland

The Netherlands

United Kingdom

United States

Schedule 7
MASTER PURCHASER REPRESENTATIONS, WARRANTIES AND COVENANTS

Part 1
REPRESENTATIONS AND WARRANTIES

Corporate Representations and Warranties of the Master Purchaser

1	INCORPORATION

The Master Purchaser, a limited liability was incorporated under the laws of Ireland on 29 June 2010.

2	CENTRE OF MAIN INTERESTS

The Master Purchaser has its 'centre of main interests', as that term is used in Article 3(1) of the EU Insolvency Regulation, in Ireland.

3	TAX RESIDENCE

The Master Purchaser is a company which is and has, since incorporation, been resident for tax purposes solely in Ireland.

4	MANAGEMENT AND ADMINISTRATION

The Master Purchaser's management, the places of residence of the directors of the Master Purchaser and the place at which meetings of the board of directors of the Master Purchaser are held are all situated in Ireland.

5	NO ESTABLISHMENT, SUBSIDIARIES, EMPLOYEES OR PREMISES

The Master Purchaser has no 'establishment', as that term is used in Article 2(h) of the EU Insolvency Regulation outside of Ireland, no subsidiaries, no employees and no premises.

6	LITIGATION

No litigation, arbitration or administrative proceedings of or before any court, tribunal or governmental body have been commenced or are pending or threatened against the Master Purchaser or any of its assets or revenues which may have a Material Adverse Effect on the Master Purchaser, any Relevant Transaction Document, the Loans, or any Assigned Rights or which may have a significant effect on the financial position of the Master Purchaser.

7	SOLVENCY

No Insolvency Event has occurred in respect of the Master Purchaser and no Insolvency Event will occur in respect of the Master Purchaser in consequence of its entering into the Relevant Transaction Documents or purchasing Receivables under the Master Receivables Purchase Agreement.

8	NO ENCUMBRANCES

No Encumbrance exists over or in respect of any asset of the Master Purchaser save as permitted by the Relevant Transaction Documents.

9	MASTER PURCHASER'S ACTIVITIES

The Master Purchaser has not engaged in any activities since its incorporation other than:

(a)

those incidental to its registration under the Irish Companies Acts 1963–2009;

(b)

other appropriate corporate steps;

(c)

the authorisation of the utilisation of the Loans and the authorisation and execution of the Relevant Transaction Documents; and

(d)

the activities referred to in or contemplated by the Relevant Transaction Documents.

10	FINANCIAL STATEMENTS

The Master Purchaser has not paid any dividends or made any distributions since incorporation.

11	NO ADVERSE CHANGE

Since the date of its incorporation there has been no adverse change in the financial position or prospects of the Master Purchaser.

12	CONSENTS

The Master Purchaser has obtained and maintained in effect all authorisations, approvals, licences and consents required in connection with its business and the consummation of the transactions contemplated by the Relevant Transaction Documents pursuant to any Requirement of Law or any Regulatory Direction applicable to the Master Purchaser in Ireland and in each other jurisdiction in which the Master Purchaser carries on business.

13	TAXATION

The Master Purchaser is not registered or liable to be registered (or part of any registration), and will not voluntarily become registered (or part of any registration), for VAT in the United Kingdom. The Master Purchaser is not, and will not be, treated as a member of any VAT Group.

14	NO GOVERNMENTAL INVESTIGATION

No governmental or official investigation or inquiry concerning the Master Purchaser is, so far as the Master Purchaser is aware, progressing or pending or has been threatened which may have a Material Adverse Effect on the Master Purchaser, any Relevant Transaction Document or any of the Assigned Rights.

15	TAX STATUS

The Master Purchaser is a qualifying company within the meaning of section 110 of the Taxes Consolidation Act 1997 of Ireland (as amended).

Transaction Document Representations and Warranties of the Master Purchaser

16	CORPORATE POWER

The Master Purchaser has the requisite power and authority to:

(a)

enter into each Relevant Transaction Document; and

(b)

create the Security,

and to undertake and perform the obligations expressed to be assumed by it under such Relevant Transaction Documents.

17	AUTHORISATION

All acts, conditions and things required to be done, fulfilled and performed in order:

(a)

to enable the Master Purchaser lawfully to enter into each Relevant Transaction Document;

(b)

to enable the Master Purchaser lawfully to exercise its rights under and perform and comply with the obligations expressed to be assumed by it in the Relevant Transaction Documents;

(c)

to ensure that the obligations expressed to be assumed by it in the Relevant Transaction Documents are legal, valid, binding and enforceable against it subject to the reservations set out in the Matheson Ormsby Prentice legal opinion dated on or about the U.S. Funding Date relating to the Transaction; and

(d)

to make the Relevant Transaction Documents admissible in evidence in Ireland,

have been done, fulfilled and performed and are in full force and effect or, as the case may be, have been effected, and no steps have been taken to challenge, revoke or cancel any such authorisation obtained or effected.

18	EXECUTION

The Relevant Transaction Documents have been duly executed by the Master Purchaser and the Master Purchaser is not a party to any agreement, indenture, contract, mortgage, deed or other instrument other than the Transaction Documents.

19	NO BREACH OF LAW OR CONTRACT

The entry by the Master Purchaser into and the execution (and, where appropriate, delivery) of the Relevant Transaction Documents, the performance by the Master Purchaser of its obligations under the Relevant Transaction Documents, its borrowing of amounts under the Amended and Restated Loan Facility Agreement and the creation of the Security do not and will not conflict with or constitute a breach or infringement or a default by the Master Purchaser of:

(a)

the Master Purchaser's Memorandum and Articles of Association; or

(b)

any Requirement of Law or any Regulatory Direction,

where such conflict, breach, infringement or default may have a Material Adverse Effect on the Master Purchaser, any Relevant Transaction Document or any Assigned Rights.

20	VALID AND BINDING OBLIGATIONS

The obligations expressed to be assumed by the Master Purchaser under the Relevant Transaction Documents are legal and valid limited recourse obligations, binding on it and enforceable against it in accordance with their terms, except:

(a)

as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium, reorganisation or other similar laws affecting the enforcement of the rights of creditors generally;

(b)

as such enforceability may be limited by the effect of general principles of equity; and

(c)

obligations relating to stamp duties may be void by virtue of Section 117 of the Stamp Act 1891.

21	STATUS OF LOANS

The Loans will constitute secured obligations of the Master Purchaser in accordance with the terms of the Security Deed.

22	PURPOSES

The Relevant Transaction Documents have been entered into by the Master Purchaser solely for business or other commercial purposes of the Master Purchaser.

23	ARMS' LENGTH TRANSACTIONS, PURPOSES

The Relevant Transaction Documents have been entered into by the Master Purchaser in good faith for the benefit of the Master Purchaser and on arms' length commercial terms.

24	CROSS DEFAULT

The Master Purchaser is not in breach of or default under any agreement, indenture, contract, mortgage, deed or other instrument to which it is a party or which is binding on it or any of its assets to an extent or in a manner which would be reasonably likely to have a Material Adverse Effect on the Master Purchaser, any Relevant Transaction Document or any of the Assigned Rights or the Loans.

25	COMPLIANCE WITH RELEVANT TRANSACTION DOCUMENTS

The Master Purchaser has complied with the terms of the Relevant Transaction Documents.

26	SECURITY

Each of the Styron Security Deed, the German Security Assignment and Trust Agreement and the U.S. Security Agreement validly creates the Encumbrances in respect of the assets of the Master Purchaser which it purports to create except that no representation is given as to whether or not such Encumbrances are fixed or floating charges.

27	ENCUMBRANCES VALID AND BINDING

The Encumbrances created by the Styron Security Deed, the German Security Assignment and Trust Agreement and U.S. Security Agreement are legal and valid obligations, binding on it and enforceable against it in accordance with their respective terms and not liable to be avoided or otherwise set aside in the event of any Insolvency Event in relation to the Master Purchaser subject as to enforcement to the effect of applicable bankruptcy, insolvency, moratorium, reorganisation or other similar laws affecting the enforcement of the rights of creditors generally and general principles of equity.

28	RANKING OF CLAIMS

The claims of the Secured Creditors against the Master Purchaser will rank in priority to the claims of unsecured creditors of the Master Purchaser as provided in the Security Deed.

29	CHOICE OF LAW

Subject to the reservations set out in the Matheson Ormsby Prentice legal opinion dated on or about the Swiss Funding Date relating to the Transaction:

(a)

the choice of English law, Swiss law, German law and U.S. law respectively as the governing law of the Transaction Documents, as applicable, will be recognised and enforced in Ireland; and

(b)

any judgment obtained in England in relation to any Transaction Document will be recognised and enforced in Ireland.

30	FILINGS

Save for the Required Filings in respect of the Master Purchaser under the laws of Ireland it is not necessary that any Relevant Transaction Document be filed, recorded or enrolled with any court or other authority in Ireland.

31	CONSENTS

The Master Purchaser does not require the consent of any other party or the consent, licence, approval or authorisation of any Governmental Authority in connection with the entering into or performance of the Relevant Transaction Documents.

32	STAMP, REGISTRATION AND SIMILAR TAXES

Under the laws of Ireland, it is not necessary that any stamp, registration or similar tax be paid on or in relation to the Relevant Transaction Documents or any of them.

33	EVENT OF DEFAULT

No Event of Default or Potential Event of Default has occurred.

Part 2
COVENANTS

Corporate Covenants of the Master Purchaser

The Master Purchaser shall:

1	FINANCIAL STATEMENTS AND TAX ELECTIONS

(a)

Preparation of Financial Statements

cause to be prepared in respect of each of its financial years, financial statements for audit purposes in such form as will comply with Irish statutory requirements;

(b)

Delivery of Financial Statements

as soon as the same become available, but in any event within 14 days of the date specified under Irish statutory law for the filing of financial statements deliver to the Investment Manager and the Styron Security Trustee two copies of its Financial Statements for such financial year and deliver to the Investment Manager, the Styron Security Trustee, the Instructing Party and the Regency Lender as soon as practicable following the issue or giving of the same two copies of every balance sheet, profit and loss account, source and application of funds statement (if any), report or other notice, statement, circular or document issued or given to any holder of securities or creditors generally of the Master Purchaser;

(c)

Certificate to accompany Financial Statements

on the Determination Date immediately preceding each anniversary of the Closing Date and otherwise forthwith on request by the Styron Security Trustee deliver a certificate signed by two directors of the Master Purchaser stating that no Event of Default or Potential Event of Default has occurred (or, if such is not the case, specifying the particulars of any Event of Default or Potential Event of Default);

2	CONDUCT

at all times carry on and conduct its affairs in a proper and efficient manner in compliance with any Requirement of Law and any Regulatory Direction from time to time in force in Ireland or in any other jurisdiction in which it carries on business and in compliance with its constitutional documents;

3	CONSENTS

obtain, comply with the terms of and do all that is necessary to maintain in full force and effect all authorisations, approvals, licences and consents necessary under any Requirement of Law and any Regulatory Direction from time to time in force in Ireland or in any other applicable jurisdiction:

(a)

in connection with its business; and

(b)

to enable it lawfully to enter into and perform its obligations under the Relevant Transaction Documents or to ensure the legality, validity, enforceability or admissibility in evidence in Ireland of the Relevant Transaction Documents including any registration required under the Irish Companies Acts 1963 - 2009;

4	AUTHORISED SIGNATORIES

deliver to the Styron Security Trustee (with a copy to the Investment Manager) on the Closing Date and thereafter upon any change of the same, a list of Authorised Signatories of the Master Purchaser together with a specimen signature of each Authorised Signatory;

5	REGISTERED OFFICE, HEAD OFFICE AND CENTRE OF MAIN INTERESTS

maintain its registered office, its head office and its 'centre of main interests', as that term is used in Article 3(1) of the EU Insolvency Regulation, in Ireland and will not move such offices to another jurisdiction;

6	BOARD MEETINGS, MANAGEMENT AND ADMINISTRATION

hold all meetings of the board of directors of the Master Purchaser in Ireland and not hold any such meeting outside Ireland and procure that the Master Purchaser's management, the places of residence of the directors of the Master Purchaser and the place where the Master Purchaser effects its central management and decision-making are all, at all times, situated in Ireland;

7	NO FOREIGN ESTABLISHMENT

not establish any 'establishment', as that term is used in Article 2(h) of the EU Insolvency Regulation, outside of Ireland; and

8	GENERAL NEGATIVE COVENANTS

not until after the Final Discharge Date, save to the extent permitted by the Relevant Transaction Documents or with the prior written consent of the Styron Security Trustee:

(a)

carry on any business or enter into any documents other than those contemplated by the Relevant Transaction Documents;

(b)

except as contemplated by the Transaction Documents, sell, convey, transfer, lease, assign or otherwise dispose of or agree or attempt or purport to sell, convey, transfer, lease or otherwise dispose of or use, invest or otherwise deal with any of its properties, assets or undertaking or grant any option or right to acquire the same;

(c)

grant, create or permit to exist any Encumbrance over (including the grant of security or trust over or the occurrence of execution or diligence in respect of) the Assigned Rights other than any Permitted Encumbrance;

(d)

pay dividends or make other distributions to its members out of profits available for distribution and then only in the manner permitted by its constitutional documents of Association and by applicable laws;

(e)

incur or permit to subsist any indebtedness whatsoever;

(f)

make any loans, grant any credit or give any guarantee or indemnity to or for the benefit of any person or otherwise voluntarily assume any liability, whether actual or contingent, in respect of any obligation of any other person;

(g)

consolidate or merge with any other person;

(h)

surrender any losses to any other company;

(i)

have any employees or premises or have any subsidiary or become a director of any company;

(j)

have an interest in any bank account other than the Accounts unless such account or interest is charged to the Trustee on terms acceptable to it;

(k)

amend, supplement or otherwise modify its constitutional documents;

(l)

permit the validity or effectiveness of the Styron Security Deed or of the Security to be impaired or to be amended, hypothecated, subordinated, terminated or discharged; or

(m)

prejudice its status as a qualifying company within the meaning of section 110 of the Taxes Consolidation Act 1997 of Ireland.

Transaction Document Covenants of the Master Purchaser

The Master Purchaser shall:

9	COMPLIANCE WITH RELEVANT TRANSACTION DOCUMENTS

at all times comply with and perform all its obligations under the Relevant Transaction Documents and use all reasonable endeavours to procure that the other Transaction Parties, other than the

Styron Security Trustee, comply with and perform all their respective obligations under the Relevant Transaction Documents;

10	EXERCISE RIGHTS

preserve or exercise or enforce its rights under and pursuant to the Relevant Transaction Documents;

11	DEALING WITH STYRON SECURITY TRUSTEE

11.1	Inspection by Styron Security Trustee

upon reasonable notice, during normal business hours allow the Styron Security Trustee and any persons appointed by the Styron Security Trustee access to such books of account and other business records relating to the Assigned Rights or the Benefit of the Assigned Rights as the Styron Security Trustee or any such persons may reasonably require and to the extent that such business records are in its possession or it is able to obtain possession;

11.2	Information to Styron Security Trustee

at all times give to the Styron Security Trustee such information, opinions, certificates and other evidence as the Styron Security Trustee and any persons appointed by the Styron Security Trustee shall reasonably require (and which it is reasonably practicable to produce) for the purposes of the discharge of the duties, trusts, powers, authorities and discretions vested in the Styron Security Trustee by or pursuant to the Styron Security Deed or any other Relevant Transaction Document;

12	NOTIFICATION OF BREACH OF MASTER PURCHASER WARRANTIES AND UNDERTAKINGS

immediately notify the Investment Manager, the Styron Security Trustee and the Instructing Party if the Master Purchaser becomes aware of any breach of the Master Purchaser Warranties or of any breach of any undertaking given by the Master Purchaser in any Relevant Transaction Documents;

13	LEGAL PROCEEDINGS

13.1	Notification of Legal Proceedings

if any legal proceedings are instituted against it by any of its creditors or in respect of any of the Assigned Rights, including any litigation or claim calling into question in any material way the Master Purchaser's interest therein, immediately:

(a)

notify the Investment Manager, the Calculation Agent, the Styron Security Trustee and the Instructing Party of such proceedings; and

(b)

notify the court and any receiver appointed in respect of the property the subject of such proceedings of the interests of the Styron Security Trustee in the Assigned Rights;

13.2	Join in Legal Proceedings

if the Styron Security Trustee so requires the Master Purchaser will join in any legal proceedings brought by the Styron Security Trustee against any person;

14	EXECUTION OF FURTHER DOCUMENTS

perform any act required by any Requirement of Law or any Regulatory Direction to be performed, and so far as permitted by applicable law, execute such further documents and perform such further acts as may be reasonably incidental to, or reasonably necessary in the opinion of the Styron Security Trustee to give effect to, the Relevant Transaction Documents;

15	NOTIFICATION OF EVENT OF DEFAULT

deliver notice to the Styron Security Trustee, the Instructing Party, the Regency Lender, the Styron Lender and the Investment Manager forthwith upon becoming aware of any Event of Default or Potential Event of Default without waiting for the Styron Security Trustee to take any further action;

16	NO ENCUMBRANCES

not create or permit to subsist any Encumbrance in respect of the Master Purchaser Account or any assets of the Master Purchaser other than pursuant to the Styron Security Deed, the German Security Assignment and Trust Agreement and the U.S. Security Agreement or save as permitted by the Relevant Transaction Documents;

17	NO VARIATION AND TERMINATION OF RELEVANT TRANSACTION DOCUMENTS

not until the Final Discharge Date, save to the extent permitted by the Relevant Transaction Documents or with the prior written consent of the Styron Security Trustee:

(a)

terminate, repudiate, rescind or discharge any Relevant Transaction Document;

(b)

vary, novate, amend, modify or waive any material provision of any Relevant Transaction Document;

(c)

permit any person to do any of the things specified in Paragraph (a) or (b); or

(d)

permit any person who has obligations under the Relevant Transaction Documents to be released from such obligations other than in accordance with the terms of the applicable Relevant Transaction Document and any applicable Requirement of Law or Regulatory Direction; and

18	FILINGS

effect all Required Filings in respect of the Master Purchaser and file, record or enroll each Relevant Transaction Document required to be filed, recorded or enrolled with any court or other authority in Ireland and ensure that such Required Filings and such other filings, recordings or enrolments are at all times maintained in accordance with any applicable Requirement of Law or Regulatory Direction.

19	[RESERVED]

Asset Covenants of the Master Purchaser

The Master Purchaser shall:

20	BOOKS OF ACCOUNT

maintain, or procure that the Investment Manager maintains, clear and unambiguous records and books of account in respect of the Assigned Rights and all Collections received in respect of the Assigned Rights;

21	NOTIFICATION OF LITIGATION

promptly notify the Servicers, the Styron Security Trustee and the Regency Lender if the Master Purchaser receives, after the Closing Date in respect of any Assigned Rights, any notice of any litigation in relation to any of such Assigned Rights including any litigation or claim calling into question the Master Purchaser's interest in any Assigned Rights;

22	PARTICIPATION IN LITIGATION

if reasonably required to do so by a Servicer, the Styron Security Trustee and the Regency Lender participate in or join in and lend its name to, and take such other steps as may be required by the Servicers, the Styron Security Trustee, the Instructing Party and the Regency Lender (as the case may be) in relation to any action (through the courts or otherwise) relating to any Assigned Rights after the Closing Date in respect of such Assigned Rights, including participation in any legal proceedings to the extent necessary for defending or contesting any litigation in relation to such Assigned Rights including any litigation or claim calling into question in any material way the Master Purchaser's interest in any such Assigned Rights;

23	INTERESTS IN THE ASSIGNED RIGHTS

at all times own and exercise its rights in respect of the Assigned Rights and its interest in the Assigned Rights and perform and comply with its obligations in respect of the Assigned Rights under the terms of the Relevant Transaction Documents;

24	FURTHER ACTION

perform any act incidental to or necessary in connection with the other covenants contained in this Schedule 7 (Master Purchaser Representations, Warranties and Covenants) or any act required by any law, regulation or order of any court to be performed; and

25	NEGATIVE COVENANT

not until the Final Discharge Date, save to the extent permitted by the Transaction Documents, permit any person other than the Master Purchaser and the Styron Security Trustee to have any interest in the Assigned Rights.

Covenants of the Master Purchaser in respect of the Loans

The Master Purchaser shall:

26	NOTIFICATION OF NON PAYMENT

procure that the Investment Manager, German Servicer, the Dutch Servicer and the U.S. Servicers notify the Styron Security Trustee forthwith if they do not, on or before the due date for payment in respect of the Loans or any of them, receive unconditionally the full amount in US Dollars or Euro, as applicable, of the monies payable on such due date under the Loans;

27	NOTIFICATION OF LATE PAYMENT

if unconditional payment to the Investment Manager, the German Servicer, the Dutch Servicer, the U.S. Servicers, the Styron Security Trustee or any Lender of any sum due in respect of the Loans is made after the due date for such payment, forthwith give notice to the Regency Lender that such payment has been made;

28	NOTIFICATION OF REPAYMENT

not less than the number of days specified in the relevant provisions in the Amended and Restated Loan Facility Agreement prior to the repayment or Payment Date in respect of any Loan, give to the Styron Security Trustee notice in writing of the amount of such repayment pursuant to such provisions;

29	TAX OR OPTIONAL REPAYMENT

if the Master Purchaser gives notice to the Styron Security Trustee that it intends to repay the Loans pursuant to Clause 8.2 (Voluntary Prepayment of Loans) or Clause 8.3 (Repayment due to Tax Event), provide such information to the Styron Security Trustee as the Styron Security Trustee requires in order to satisfy itself of the matters referred to in those clauses;

30	LIABILITY TO TAX

promptly give notice to the Styron Security Trustee:

(a)

if it is required by law to effect a Tax Deduction in respect of any payment due in respect of the Loans; or

(b)

if it would not be entitled to relief for Tax purposes in Ireland for any material amount which it is obliged to pay, or is treated as receiving for Tax purposes in Ireland under the Transaction Documents; or becomes aware that it is or may become liable to Tax; or

(c)

if, as a result of any change of law or official practice in any jurisdiction which occurs or which the Master Purchaser discovers (in each case) after the date hereof, it becomes liable to Tax,

Schedule 9
INITIAL CONDITIONS PRECEDENT

1	The Seller

(a)

Copies of the latest versions of the articles of association of the Seller certified by the Commercial Register to be a true and up to date copy of the original (where such certification by the Commercial Register shall be dated no earlier than 10 calendar days prior to the Swiss Funding Date).

(b)

Copies of the resolutions, in form and substance satisfactory to the Instructing Party, of the management of the Seller authorising the execution, delivery and performance of the Relevant Transaction Documents, certified by an officer of the relevant company as of the Closing Date and the Swiss Funding Date which certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded.

(c)

A certificate as to the incumbency and signature of the officers or other employees authorised to sign the Relevant Transaction Documents on behalf of the Seller and any certificate or other document to be delivered pursuant thereto, certified by the company secretary or a manager of the Seller together with evidence of the incumbency of such company secretary or director.

(d)

A copy of an up to date certified Commercial Register excerpt in respect of the Seller dated no earlier than 10 calendar days prior to the Swiss Funding Date.

(e)

Solvency Certificates in respect of the Seller in the form set out in schedule 2 to the Master Receivables Purchase Agreement, one dated the Closing Date and one dated the Swiss Funding Date.

(f)

Delivery of a closing certificate dated the Swiss Funding Date from the Seller.

(g)

A copy of the latest audited financial statements of the Seller.

2	Parent

(a)

Certified copies of the latest version of the articles of association of the Parent certified by any manager of the Parent to be a true and up to date copy of the original.

(b)

Copies of the resolutions, in form and substance satisfactory to the Instructing Party, of the board of managers of the Parent authorising the execution, delivery and performance of the Relevant Transaction Documents, certified by a manager of the relevant company as of the Closing Date and the Swiss Funding Date which certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded.

(c)

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

(d)

Up to date Commercial Register excerpts in respect of the Parent dated no earlier than 10 calendar days prior to the Swiss Funding Date.

(e)

Solvency certificates in respect of the Parent, one dated the Closing Date and one dated the Swiss Funding Date, in such form as may be approved by the Instructing Party.

(f)

A certificate from the Luxembourg Register of commerce and companies certifying the status of non bankruptcy (faillites) of the Parent.

3	The Master Purchaser

(a)

Certified copies of the latest versions of the memorandum and articles of association of the Master Purchaser together with the certificate of incorporation and any certificate change of name certified by the company secretary or a director of the Master Purchaser to be a true and up to date copy of the original.

(b)

Copies of the resolutions, in form and substance satisfactory to the Instructing Party, of the boards of directors of the Master Purchaser authorising the execution, delivery and performance of the Relevant Transaction Documents, certified by an officer of the relevant company as of the Closing Date and the Swiss Funding Date which certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded.

(c)

A certificate as to the incumbency and signature of the officers or other employees authorised to sign the Relevant Transaction Documents on behalf of the Master Purchaser and any certificate or other document to be delivered pursuant thereto, certified by the company secretary or a director of the Master Purchaser together with evidence of the incumbency of such company secretary or director.

(d)

A certified copy of the power of attorney granted by the Master Purchaser to the attorneys of the Master Purchaser authorised to sign the Transaction Documents on behalf of the Master Purchaser.

(e)

A solvency certificate in respect of the Master Purchaser in the form set out in Schedule 2 to the Master Receivables Purchase Agreement, one dated the Closing Date and one dated the Swiss Funding Date.

(f)

Delivery of a closing certificate dated the Swiss Funding Date from the Master Purchaser.

4	Legal Opinions and Reports

(a)

Clifford Chance English transaction legal opinion addressed to HSBC Bank plc, the Master Purchaser, the Regency Lender and the Styron Security Trustee as to the enforceability of the Transaction Documents governed by English law dated the Swiss Funding Date.

(b)

Walder Wyss & Partners Swiss transaction legal opinion as to true sale addressed to HSBC Bank plc, the Master Purchaser, the Regency Lender and the Styron Security Trustee dated the Swiss Funding Date.

(c)

Walder Wyss & Partners Swiss tax opinion addressed to HSBC Bank plc, the Master Purchaser, the Regency Lender and the Styron Security Trustee dated the Swiss Funding Date.

(d)

Matheson Ormsby Prentice Irish transaction legal opinion addressed to, among others, HSBC Bank plc, the Master Purchaser, the Regency Lender and the Styron Security Trustee on the capacity and authority of the Master Purchaser dated the Swiss Funding Date.

(e)

Matheson Ormsby Prentice Irish tax opinion addressed to, among others, HSBC Bank plc, the Master Purchaser, the Regency Lender and the Styron Security Trustee dated the Swiss Funding Date.

(f)

Matheson Ormsby Prentice Irish legal opinion addressed to, among others, HSBC Bank plc and the Regency Lender, in respect of Regency Assets Designated Activity Company dated on or prior to the Swiss Funding Date.

(g)

Homburger Swiss legal opinion addressed to HSBC Bank plc, the Master Purchaser, the Regency Lender and the Styron Security Trustee on the capacity and authority of the Seller dated the Swiss Funding Date.

(h)

Loyens & Loeff Luxembourg legal opinion addressed to, HSBC Bank plc, the Master Purchaser, the Regency Lender and the Styron Security Trustee on the capacity and authority of the Parent dated the Swiss Funding Date.

(i)

A legal review report relating to the location of Obligors.

(j)

A legal review summary in respect of the Receivables.

(k)

Clifford Chance Frankfurt legal opinion on the enforceability of the German Account Pledge Agreement.

(l)

Clifford Chance Madrid legal opinion on the enforceability of the Spanish Account Control Agreement.

Fees

(a)

Compliance with the terms of the Fee Letter, including the payment in full of all fees, expenses and other amounts payable under the Fee Letter on or prior to the Swiss Funding Date.

(b)

Evidence that the fees, costs and expenses then due from each Swiss Seller have been paid or will be paid by the Swiss Funding Date.

6	General

(a)

Due execution and delivery of the Transaction Documents (each in a form satisfactory to the Instructing Party) by the respective parties thereto, and all documentation to be delivered therewith (in a form satisfactory to the Instructing Party).

(b)

In the opinion of the Investment Manager, there having been no material adverse change or development which could affect the Seller or the Master Purchaser.

(c)

Confirmation of payment by the Regency Lender of the Regency Loan.

(d)

Evidence of execution of and satisfaction of the conditions precedent to the Master Receivables Purchase Agreement.

(e)

The delivery of the Swiss Servicers' Daily Report three days prior to the Swiss Funding Date.

(f)

The accuracy and completeness of all material representations set forth in the Transaction Documents by reference to the facts and circumstances existing as at the date such representations are given.

(g)

The Master Purchaser Warranties are true on the Closing Date and on the Swiss Funding Date.

(h)

Delivery of an Offer pursuant to the Master Receivables Purchase Agreement.

(i)

Receipt by the Master Purchaser of acknowledgements from the Collection Account Bank in respect of Account Control Agreements relating to Collection Accounts held at branches of the Collection Account bank in Frankfurt, London and Madrid.

PART B
GERMAN DOCUMENTATION

STYRON Allgemeine VerkaufS- und Lieferbedingungen

I. Geltungsbereich

1. Unsere Verkäufe, Lieferungen und Leistungen (im Folgenden einheitlich: „Lieferungen') erfolgen nur nach Maßgabe der nachstehenden Bedingungen. Sie finden Anwendung gegenüber Unternehmern, juristischen Personen des öffentlichen Rechts und öffentlich-rechtlichen Sondervermögen (Käufer). Der Käufer erklärt sich durch deren widerspruchslose Entgegennahme mit ihrer ausschließlichen Geltung für die jeweilige Lieferung sowie für alle Folgegeschäfte einverstanden. Entgegenstehende oder von unseren Bedingungen abweichende Bedingungen des Käufers erkennen wir nicht an, es sei denn, wir hätten ihrer Geltung ausdrücklich schriftlich zugestimmt. Unsere Bedingungen gelten auch dann, wenn wir in Kenntnis entgegenstehender oder von unseren Bedingungen abweichender Bedingungen des Käufers die Lieferung an den Käufer vorbehaltlos ausführen.

2. Wir behalten uns vor, unsere Allgemeinen Verkaufsbedingungen von Zeit zu Zeit zu ändern. Der Käufer erklärt sein Einverständnis mit der ausschließlichen Geltung der geänderten Bedingungen, wenn er nicht innerhalb einer Woche nach Zugang bei ihm der Geltung schriftlich widerspricht und er von uns anlässlich der Bekanntgabe der geänderten Bedingungen auf die Bedeutung seines Verhaltens besonders hingewiesen wurde.

II.

Angebot, Muster, Garantien, Vertragsschluss

1. Unsere Angebote sind bezüglich Preis, Menge, Lieferfrist und Liefermöglichkeit freibleibend. Angebote können nur binnen 30 Tagen angenommen werden.

2. Die in Datenblättern, Broschüren und anderem Werbe- und Informationsmaterial enthaltenen Informationen und Daten dienen nur als Richtschnur und werden nur dann verbindlicher Vertragsinhalt, wenn wir dem ausdrücklich schriftlich zugestimmt haben.

3. Eigenschaften von Mustern und Proben sind nur dann verbindlich, wenn dies ausdrücklich vereinbart wurde.

4. Beschaffenheits- und Haltbarkeitsangaben gelten nur dann als Garantien, wenn sie ausdrücklich als solche bezeichnet werden. Dasselbe gilt für die Übernahme eines Beschaffungsrisikos.

5. Der Vertrag ist erst dann für uns verbindlich, wenn wir die Auftragsbestätigung schriftlich erteilen. Mündliche Abreden bedürfen der schriftlichen Bestätigung durch uns.

III.Preise, Zahlung, Verzug, Beendigung bei Insolvenzantrag

1. Die Preise verstehen sich ausschließlich gesetzlicher Mehrwertsteuer, äußerer Verpackung und Versandkosten (ab Werk).

2. Alle Preise beruhen auf den Kostenfaktoren im Zeitpunkt des Vertragsschlusses bzw. der Auftragsbestätigung. Treten danach wesentliche Erhöhungen der Kosten für Rohstoffe, Energie, Frachten oder Verpackungsmaterial bei uns oder unserem Lieferanten ein und führen diese zu einer wesentlichen Erhöhung unserer Einkaufspreise oder Selbstkosten, so sind wir berechtigt, unverzüglich mit dem Käufer Verhandlungen über eine Preisanpassung zu verlangen. Kommt innerhalb angemessener Frist eine Übereinkunft nicht zustande, so sind wir bezüglich noch ausstehender Lieferungen von unserer Lieferpflicht entbunden.

3. Unsere Rechnungen sind innerhalb der vereinbarten Zahlungsfrist zu bezahlen, spätestens 30 Tage ab Rechnungsdatum .

Maßgebend für die Einhaltung von Zahlungsfristen ist der Eingang der Zahlung auf unseren Konten. Schecks werden nur zahlungshalber angenommen. Anfallende Spesen gehen zu Lasten des Käufers.

4. Bei Zahlungsverzug werden Zinsen in Höhe von 8 Prozentpunkten jährlich über dem jeweiligen Basiszinssatz (§ 247 BGB) fällig. Der Nachweis eines weitergehenden Verzugsschadens bleibt vorbehalten.

5. Wir sind zur Erfüllung des Vertrages solange nicht verpflichtet, wie der Käufer seinen Pflichten auch aus anderen Verträgen mit uns nicht vereinbarungsgemäß nachkommt, insbesondere fällige Rechnungen nicht bezahlt.

6. Der Käufer kann nur mit solchen Ansprüchen aufrechnen oder ihretwegen die Zahlung zurückhalten, die schriftlich unbestritten oder rechtskräftig festgestellt sind.

7. Wir sind berechtigt, ausstehende Lieferungen nur gegen Vorkasse durchzuführen oder von der Stellung einer Sicherheit abhängig zu machen, wenn der Käufer mit vereinbarten Zahlungszielen auch nach Ablauf einer angemessenen Nachfrist in Verzug ist oder Umstände vorliegen, die bei Anlegung banküblicher Maßstäbe Zweifel an der Zahlungsfähigkeit des Käufers begründen. In diesen Fällen sind wir darüber hinaus berechtigt, alle Forderungen gegen den Käufer aus der Geschäftsverbindung sofort fällig zu stellen.

8. Dieser Kaufvertrag endet automatisch, wenn ein Antrag auf Eröffnung eines Insolvenzverfahrens über das Vermögen des Käufers ge

stellt wird und das zuständige Insolvenzgericht daraufhin Sicherungsmaßnahmen gemäß §§ 21, 22 InsO anordnet.

IV. Lieferung und Lieferzeiten, Verpackung, Gefahrübergang

1. Für Art und Umfang der Lieferung ist unsere schriftliche Auftragsbestätigung maßgebend. Wir sind zu Teillieferungen berechtigt, soweit sie für den Käufer zumutbar sind.

2. Lieferfristen gelten nur annähernd, sofern sie nicht ausdrücklich schriftlich als verbindlich zugesagt wurden. Die Lieferzeit beginnt mit der Absendung unserer Auftragsbestätigung, jedoch nicht vor Klärung aller für die Durchführung des Vertrages wesentlichen Fragen im Zusammenhang mit vom Käufer vorzunehmenden Handlungen. Insbesondere beginnt die Lieferzeit nicht, bevor wir vom Käufer oder dessen Vertreter alle für die Lieferung benötigten Informationen erhalten bzw. bevor der Käufer nachweist, dass er, soweit erforderlich, vertragsgemäß ein Akkreditiv eröffnet oder eine Vorauszahlung bzw. Sicherheit geleistet hat.

3. Die Lieferfrist ist eingehalten, wenn bis zu ihrem Ablauf der Leistungsgegenstand unser Werk verlassen hat oder unsere Lieferbereitschaft mitgeteilt ist.

4. Alle Fälle von höherer Gewalt, Streik, Aussperrung, unzureichender Material-, Rohstoff- oder Energieversorgung, Mangel an Transportmöglichkeiten und andere ähnliche Ereignisse oder Ursachen außerhalb unseres Einwirkungsbereiches entbinden uns für die Zeitdauer und den Umfang solcher Hindernisse von unserer Verpflichtung zur Erfüllung des Vertrages. Dies gilt auch, wenn diese Umstände bei unseren Zulieferern eintreten. Die vorbezeichneten Umstände sind auch dann

von uns nicht zu vertreten, wenn sie während eines bereits vorliegenden Verzuges eintreten. Beginn und Ende solcher Hinderungsgründe teilen wir dem Käufer baldmöglichst schriftlich mit.

5. Falls Lieferung einer Gesamtmenge in mehreren Abrufen vereinbart ist, hat der Käufer die Einzellieferungen gleichmäßig über das Kalenderjahr zu verteilen. Falls in einem Kalendermonat mehr als 10% des jährlichen Lieferumfangs abgerufen werden soll, bedarf dies unserer vorherigen, schriftlichen Zustimmung.

6. Wir bestimmen die Art der Verpackung und des Versands.

7. Die Gefahr geht spätestens mit der Absendung des Leistungsgegenstandes auf den Käufer über, und zwar auch dann, wenn wir zusätzliche Leistungen wie Verladung, Transport oder Entladung übernommen haben. Verzögert sich die Lieferung infolge von Umständen, die der Käufer zu vertreten hat, geht die Preisgefahr am Tag der Mitteilung der Lieferbereitschaft auf ihn über. Auf Verlangen des Käufers versichern wir die jeweilige Sendung auf seine Kosten gegen Diebstahl, Bruch-, Transport-, Feuer- und Wasserschäden.

8. Beanstandungen wegen Transportverzögerungen, Fehlmeldungen oder Transportschäden hat der Käufer unverzüglich gegenüber unserem Spediteur und Frachtführer geltend zu machen und uns dies unverzüglich mitzuteilen.

9. Wir sind auch nicht verpflichtet, auf Geheiß des Käufers an Dritte zu liefern.

V.	Mängelansprüche, Pflichten des Käufers bei Mängelanzeige durch seine Kunden, Aufwendungsersatz, Haftung

1. Mängelansprüche des Käufers setzen voraus, dass er seinen gesetzlichen Untersuchungs- und Rügepflichten ordnungsgemäß nachgekommen ist. Bei offensichtlicher Mangelhaftigkeit oder Unvollständigkeit der Ware sind uns die Beanstandungen innerhalb von 2 Wochen nach Ankunft der Lieferung am Bestimmungsort schriftlich unter genauer Bezeichnung des Fehlers und der Auftrags- bzw. Rechnungsnummer anzuzeigen. Auf unsere Aufforderung sind die auf Lieferung bezogenen Dokumente, Muster, und/oder die fehlerhafte Ware an uns zurückzusenden. Ansprüche des Käufers wegen Mangelhaftigkeit oder Unvollständigkeit der Lieferung sind ausgeschlossen, wenn er dieser Verpflichtung nicht nachkommt.

2. Sollte die Ware Mängel aufweisen, können wir nach unserer Wahl als Nacherfüllung die Mängel beseitigen oder mangelfreien Ersatz leisten. Erst wenn dies wiederholt fehlgeschlagen oder unzumutbar sein sollte und es sich nicht nur um unerhebliche Mängel handelt, ist der Käufer nach Maßgabe der gesetzlichen Vorschriften zum Rücktritt oder zur Minderung berechtigt. § 478 BGB bleibt unberührt. Schadensersatzansprüche stehen dem Käufer nach Maßgabe von Ziffer V.6. zu.

Hinsichtlich etwaiger Ersatzlieferungen und Nachbesserungsarbeiten gilt eine Verjährungsfrist von 3 Monaten ab Ablieferung bzw. Ausführung, die aber mindestens bis zum Ablauf der Verjährungsfrist für Mängelansprüche unserer ursprünglichen Leistung läuft (vgl. Ziffer V.9.).

3. Der Käufer hat uns unverzüglich über jede Mängelanzeige seines Kunden in Bezug auf unsere Liefergegenstände zu informieren. Kommt der Käufer dieser Verpflichtung nicht nach, hat er keine Mängelansprüche gegen uns, auch keinen Aufwendungsersatzanspruch gemäß § 478 BGB. Der Käufer hat zudem Beweise in geeigneter Form zu sichern und uns auf Verlangen Gelegenheit zur Überprüfung zu geben.

4. Nicht von uns vorab autorisierte Werbeaussagen des Käufers in seinen Werbematerialien oder gegenüber seinen Kunden begründen keine Mängelansprüche gegen uns.

5.Mängelansprüche bestehen nicht bei nur unerheblicher Abweichung von der vereinbarten Beschaffenheit und/ oder bei nur unerheblicher Beeinträchtigung der Brauchbarkeit. Wir haften nicht für die Eignung der Ware für die vom Käufer beabsichtigten Zwecke, es sei denn, der beabsichtigte Zweck ist schriftlicher Vertragsinhalt.

6.Wir haften unbeschränkt nach dem Produkthaftungsgesetz, in Fällen der ausdrücklichen Übernahme einer Garantie oder eines Beschaffungsrisikos sowie wegen vorsätzlicher oder grob fahrlässiger Pflichtverletzungen. Ebenso haften wir unbeschränkt bei vorsätzlicher oder fahrlässiger Verletzung des Lebens, des Körpers oder der Gesundheit. Für leicht fahrlässig verursachte Sach- und Vermögensschäden haften wir nur im Falle der Verletzung solcher Pflichten, deren Erfüllung die ordnungsgemäße Durchführung des Vertrags überhaupt erst ermöglicht und auf deren Erfüllung der Käufer in besonderem Maße vertrauen darf („wesentliche Vertragspflichten), jedoch begrenzt auf den bei Vertragsschluss voraussehbaren, vertragstypischen Schaden.

7.Ansprüche auf Ersatz von Schäden aller Art, die infolge unsachgemäßer Behandlung, Veränderung, Montage und/oder Bedienung der Liefergegenstände oder durch fehlerhafte Beratung oder Einweisung durch den Käufer entstehen, sind ausgeschlossen, es sei denn, wir haben sie zu vertreten. Zudem trägt der Käufer die volle Verantwortung für die Verwendung eines auf seinen Wunsch auf der Ware erscheinenden Designs, Warenzeichens oder Handelsnamens.

8.Ist der Käufer berechtigt, Schadensersatz statt der Leistung zu verlangen oder vom Vertrag zurückzutreten, so muss er sich auf unser Verlangen binnen angemessener Frist erklären, ob und wie er von diesen Rechten Gebrauch machen wird. Erklärt er sich nicht fristgerecht oder besteht er auf der Leistung, ist er zur Ausübung dieser Rechte erst nach fruchtlosem Ablauf einer weiteren angemessenen Nachfrist berechtigt.

9.Ansprüche wegen Mängeln verjähren in 12 Monaten ab Gefahrübergang. Für Rechtsmängel gilt Entsprechendes. Bei vorsätzlichen Pflichtverletzungen, bei Ansprüchen aus unerlaubter Handlung, beim Fehlen garantierter Eigenschaften, bei Übernahme von Beschaffungsrisiken sowie bei Verletzung von Personen gelten die gesetzlichen Verjährungsfristen. Ist die Leistung für ein Bauwerk bestimmt und hat sie dessen Mangelhaftigkeit verursacht, beträgt die Verjährungsfrist für Mängelansprüche 5 Jahre. §§ 438 Abs. 3, 479 und 634 a Abs. 3 BGB bleiben unberührt.

10.Falls dem Käufer wegen einer von uns zu vertretenden Verzögerung ein Schaden entsteht, kann er für jede volle Woche der Verzögerung 0,5%, insgesamt aber höchstens 5% vom Rechnungspreis desjenigen Teils der Leistung verlangen, der infolge der Verspätung nicht rechtzeitig oder nicht vertragsgemäß benutzt werden kann.

11.Eine weitergehende Haftung auf Schadensersatz als in den vorstehenden Absätzen dieser Ziffer V. vorgesehen, ist - ohne Rücksicht auf die Rechtsnatur des geltend gemachten Anspruchs - ausgeschlossen.

12.Die vorstehenden Haftungsbeschränkungen gelten nach Grund und Höhe auch zugunsten unserer gesetzlichen Vertreter, Mitarbeiter und sonstigen Erfüllungs- und/oder Verrichtungsgehilfen.

VI.Eigentumsvorbehalt

1. Wir behalten uns das Eigentum an allen gelieferten Waren vor, bis der Käufer sämtliche derzeitigen und künftigen Verpflichtungen aus der Geschäftsverbindung mit uns vollständig erfüllt hat. Dies gilt auch dann, wenn Zahlungen auf besonders bezeichnete Forderungen geleistet werden. Bei laufender Rechnung gilt die Vorbehaltsware als Sicherheit für die Saldoforderung.

2. Be- und Verarbeitung der Vorbehaltsware erfolgen für uns als Hersteller im Sinne des § 950 BGB, ohne uns zu verpflichten. Die be-/verarbeitete Ware gilt als Vorbehaltsware im Sinne dieser Bedingungen. Wird die Vorbehaltsware mit anderen, uns nicht gehörenden Gegenständen verarbeitet oder untrennbar vermengt/verbunden, so erwerben wir das Miteigentum an der neuen Sache im Verhältnis des Rechnungswertes der Vorbehaltsware zum Rechnungswert der anderen

verwendeten Gegenstände zum Zeitpunkt der Verarbeitung oder Vermengung/Verbindung. Wird die Vorbehaltsware mit anderen, uns nicht gehörenden Gegenständen zu einer einheitlichen Sache verbunden oder untrennbar vermengt und ist diese Sache als Hauptsache anzusehen, so überträgt uns der Käufer hiermit anteilmäßig Miteigentum, soweit die Hauptsache ihm gehört. Der Käufer verwahrt das so entstandene Eigentum unentgeltlich für uns mit.

3. Der Käufer ist bis zu unserem Widerruf, der jederzeit und ohne besondere Begründung zulässig ist, berechtigt, die Vorbehaltsware im ordentlichen Geschäftsgang weiterzuveräußern, weiterzuverarbeiten oder umzubilden. Als Weiterveräußerung in diesem Sinne gilt auch der Einbau in Grund und Boden oder in mit Gebäuden verbundene Anlagen oder die Verwendung zur Erfüllung sonstiger Verträge.

Der Käufer tritt uns für den Fall der Weiterveräußerung bereits hiermit seine aus einer solchen Veräußerung entstehende Kaufpreisforderung gegen den Kunden ab. Wird die Vorbehaltsware vom Käufer zusammen mit anderen, nicht von uns gelieferten Sachen veräußert, so gilt die Abtretung nur in Höhe der in unserer Rechnung genannten Werte der jeweils veräußerten Vorbehaltsware. Bei der Weiterveräußerung von Gegenständen, an denen wir gemäß Ziffer VI.2. Miteigentumsanteile haben, gilt die Abtretung in Höhe dieser Miteigentumsanteile. Die abgetretenen Forderungen dienen in demselben Umfang zur Sicherheit wie die Vorbehaltsware.

Wird die abgetretene Forderung in eine laufende Rechnung aufgenommen, so tritt der Käufer bereits jetzt einen der Höhe nach dieser Forderung entsprechenden Saldo aus dem Kontokorrent an uns ab.

Der Käufer ist bis zu unserem Widerruf, der jederzeit und ohne besondere Begründung zulässig ist, berechtigt, die uns abgetretene Forderung einzuziehen. Er ist auf unser Verlangen verpflichtet, seinen Kunden die Vorausabtretung an uns anzuzeigen und uns die zur Geltendmachung der Forderung erforderlichen Auskünfte und Unterlagen zur Verfügung zu stellen.

4. Übersteigt der Wert der für uns bestehenden Sicherheiten unsere Forderungen insgesamt um mehr als 10%, geben wir auf Verlangen des Käufers entsprechende Sicherheiten nach unserer Wahl frei.

5. Zu anderen Verfügungen über die Vorbehaltsware (Verpfändungen, Sicherungsübereignungen) oder anderen Abtretungen der in Ziffer VI.3. genannten Forderungen ist der Käufer nicht berechtigt. Im Falle von Pfändungen oder Beschlagnahmen der Vorbehaltsware hat der Käufer auf unser Eigentum hinzuweisen und uns unverzüglich zu informieren.

6. Der Käufer ist verpflichtet, die Vorbehaltsware gegen alle üblichen Risiken, insbesondere gegen Feuer, Einbruchs- und Wassergefahren auf eigene Kosten angemessen zu versichern, sie pfleglich zu behandeln und sie ordnungsgemäß zu lagern.

7. Ist der Käufer mit der Zahlung von mindestens zwei Kaufpreisraten ganz oder teilweise in Zahlungsverzug, sind wir nach erfolglosem Ablauf einer von uns gesetzten Nachfrist auch dann zur Rücknahme der Vorbehaltsware berechtigt, wenn wir nicht vom Vertrag zurückgetreten sind.

VII.Leistung durch verbundene Unternehmen

Auf unser Verlangen kann jede unserer vertraglichen Verpflichtungen durch ein anderes Unternehmen des Konzerns Trinseo S.A. (Luxemburg) erfüllt werden. Die berechtigten Interessen des Käufers sind dabei angemessen zu berücksichtigen. Solange die Leistung gleichwertig ist, gelten die betreffenden vertraglichen Verpflichtungen als erfüllt.

VIII.

Beachtung von Sicherheits- und sonstigen Vorschriften

1. Soweit im Einzelfall nicht abweichend vereinbart, ist der Käufer für die Beachtung gesetzlicher und behördlicher Vorschriften sowie anerkannter Praktiken bezüglich Einfuhr, Transport, Lagerung, Handhabung, Verwendung und Entsorgung der Ware verantwortlich.

2. Der Käufer ist zudem verpflichtet,

●

sich mit allen von uns gestellten Produktinformationen einschließlich Material Safety Data Sheet (MSDS) vertraut zu machen,

●

seinen Mitarbeitern, Auftragnehmern, Agenturen und Kunden ausreichende Anweisungen zum Umgang mit den Produkten zu erteilen,

●

geeignete Maßnahmen zur Verhütung von schädlichen Umwelteinwirkungen und anderen Gefahren für Personen oder Vermögenswerte durch unsere Ware zu treffen.

3. Verletzt der Käufer die in Ziffer VIII.1. und 2. genannten Pflichten nicht unerheblich, sind wir berechtigt, nach vorheriger Abmahnung vom Vertrag zurückzutreten.

4. Der Käufer haftet gegenüber uns für alle Schäden, die infolge der Missachtung der Sicherheitsvorschriften durch ihn entstehen und stellt uns von entsprechenden Inanspruchnahmen Dritter frei.

IX. Übertragung von Rechten, Markenbenutzung

1. Die Übertragung der Rechte des Käufers aus der Vertragsbeziehung ist nur mit unserer vorherigen, schriftlichen Zustimmung zulässig.

2. Der Käufer darf die für uns geschützten Marken in seiner Werbung nur mit unserem zuvor erteilten Einverständnis, nach unseren Vorgaben, in der Originalgestaltung und nur für unveränderte Originalwaren nutzen. Unser Einverständnis kann jederzeit widerrufen werden. Für die Ausgestaltung seiner Werbung trägt der Käufer die alleinige Verantwortung.

X. Vertraulichkeit, Vertragsstrafe, Datenschutz

1. Der Käufer hat die ihm im Rahmen der Vertragsbeziehung offenbarten Geschäfts- und Betriebsgeheimnisse, insbesondere die mit ihm vereinbarten Preise, streng vertraulich zu behandeln. Er wird sie Dritten nur nach unserer vorherigen schriftlichen Zustimmung mitteilen. Der Käufer hat seine Mitarbeiter auf diese Vertraulichkeitsverpflichtung hinzuweisen. Für jeden Fall einer Verletzung dieser Ziffer X. hat der Käufer eine Vertragsstrafe in Höhe von € 10.000,-- zu zahlen.

2. Wir sind berechtigt, die im Zusammenhang mit der Geschäftsbeziehung erhaltenen Daten unter Beachtung der gesetzlichen Vorgaben zu verarbeiten, zu speichern oder zu übermitteln, soweit dies für den Vertragszweck oder zur Wahrung unserer berechtigten Interessen erforderlich ist und kein Grund zur Annahme besteht, dass ein überwiegendes, schutzwürdiges Interesse des Käufers dies verbietet.

3. In diesem Zusammenhang können wir Ihre persönlichen Daten innerhalb unserer weltweit tätigen Unternehmensgruppe sowohl an mit uns verbundenen Unternehmen als auch an im In- und Ausland ansässige Dritte, die für uns Dienstleistungen erbringen, übermitteln. In einigen Ländern gelten möglicherweise weniger strenge Datenschutzbestimmungen für Ihre persönlichen Daten. Wir treffen mit Dritten entsprechende vertragliche Vereinbarungen, die diese verpflichten, die datenschutzrechtlichen Erfordernisse zu beachten, soweit dies geboten ist.

Schedule 14
FORM OF BANK MANDATE

Deposit Accounts

Styron Receivables Funding Designated Activity Company

THIS BANK MANDATE is made [●] 20[●]

BY:

(1)TRINSEO EUROPE GMBH (formerly STYRON EUROPE GMBH), a limited liability company incorporated in Switzerland, having its registered office at Zugerstrasse 231, CH-8810 Horgen, Switzerland, (a 'Swiss Servicer');

(2)	TRINSEO EXPORT GMBH, a limited liability company incorporated in Switzerland, having its registered office at Zugerstrasse 231, CH-8810 Horgen, Switzerland (a 'Swiss Servicer');

(3)

TRINSEO DEUTSCHLAND ANLAGENGESELLSCHAFT MBH (formerly STYRON DEUTSCHLAND ANLAGENGESELLSCHAFT MBH), incorporated in Germany as a limited liability company (Gesellschaft mit beschränkter Haftung), registered at the local court (Amtsgericht) of Tostedt under HRB 202609 and having its registered address at Bützflether Sand, 21683 Stade, Germany (the 'German Servicer');

(4)

TRINSEO NETHERLANDS B.V. (formerly STYRON NETHERLANDS B.V.), a limited liability company incorporated in The Netherlands, having its registered office at Innovatieweg 14, 4542 NH Hoek (Terneuzen), The Netherlands and registered with the Dutch trade register under number 20162359 (the 'Dutch Servicer');

(5)	ALTUGLAS LLC, a limited liability company formed under the laws of the State of Delaware, having an office at c/o Trinseo LLC at 440 East Swedesford Road, Suite 301, Wayne, Pennsylvania 19087 ('Altuglas' and a 'U.S. Servicer');

(6)	ARISTECH SURFACES LLC, a limited liability company formed under the laws of the State of Kentucky, having an office at c/o Trinseo LLC at 440 East Swedesford Road, Suite 301, Wayne, Pennsylvania 19087 (a 'U.S. Servicer' and together with Altuglas, the 'Acceding U.S. Servicers');

(7)

TRINSEO LLC (formerly STYRON LLC), a Delaware limited liability company, having an office at 440 East Swedesford Road, Suite 301, Wayne, Pennsylvania 19087 (a 'U.S. Servicer' and together with the Acceding U.S. Servicers, the 'U.S. Servicers', and together with the Swiss Servicers, the German Servicer and the Dutch Servicer, the 'Servicers');

(8)	STYRON RECEIVABLES FUNDING DESIGNATED ACTIVITY COMPANY a company incorporated in Ireland with registration number 486138, where registered office is at Ground Floor, Two Dockland Central, Guild Street, North Dock, Dublin 1, D01 K2C5, Ireland (the 'Company'); and

(9)	HSBC BANK PLC (the 'Bank').

TO: The Bank

1	The Company has opened the following deposit accounts in its name at the Bank:

(a)

a Euro deposit account entitled 'Styron Receivables Funding Limited re Styron Europe GmbH Euro a/c'

Account No:
IBAN no:
Currency:
Type of Account:

(b)

a Dollar deposit account entitled 'Styron Receivables Funding Limited re Styron Europe GmbH Dollar a/c'

Account No:
IBAN no:
Currency:
Type of Account:

(each as from time to time renewed, redesignated or renumbered, a 'Deposit Account').

The Bank agrees that it will operate the Deposit Accounts in accordance with this Mandate and each of the parties hereto acknowledges that this Mandate is given on the basis that the Bank complies with the procedures set out herein and that this Mandate replaces any previous Mandate signed or instructions given by the Company in relation to the Deposit Accounts.

3	The Company has:

(a)

appointed the Servicers to make deposits from time to time on behalf of the Company with the Bank; and

(b)

granted the Servicers authority to agree to rates and maturities on the Deposit Accounts with the Bank and to instruct the Bank to make repayments in accordance with Clause 5,

until further notice to the contrary from the Company.

4	The funds paid to the Bank to be deposited in the Deposit Account will be made from the accounts as set out in Schedule 2 hereto, which shall include any accounts from time to time redesignated or renumbered (the 'Collection Accounts').

The Company hereby instructs the Bank to repay any maturing deposits to the Collection Account denominated in the relevant currency until further instructions are received from the Company to the contrary. The Servicers are not authorised to amend any instructions under the terms of this Mandate without the agreement of the Company.

The Company, the Servicers and the Bank acknowledge that the Bank has been provided with the names and signatures of those agents of the Servicers as set out in Part B of Schedule 1 ('B List Signatories') and those agents of the Company as set out in Part A of Schedule 1 ('A List Signatories') who have been authorised by the Company to execute and send notices, statements and directions ('Notices') in connection with this Mandate on the Company's behalf (each an 'Authorised Signatory').

7	The Authorised Signatories may be changed at any time, and from time to time, by delivery to the Bank of a replacement schedule signed by any two outgoing or continuing A List Signatories.

8	Reliance by the Bank upon a Notice apparently or purportedly signed by the Authorised Signatories in accordance with the terms of this Mandate shall operate as a discharge of the Bank in relation to any notice relied and duly acted upon by it.

If any notice or instruction received by the Bank under, and in accordance with, this Mandate is in the Bank's view unclear or ambiguous, the Bank may in its absolute discretion and without any liability on its part either (i) act upon what it believes in good faith to be the intent of such notice or instruction, or (ii) delay acting on such notice or instruction pending clarification of the unclear or ambiguous element thereof.

10	The Bank waives all rights of set-off, lien (including pledge rights and any other security rights), combination, consolidation, merger or counterclaim it may have or hereafter acquire in respect of monies held in the Deposit Accounts.

In the performance of this Mandate the Bank may rely on a notice or communication appearing or purporting to be given under and in accordance with this Mandate and believed by the Bank in good faith to be genuine and the Bank shall have no obligation to make enquiries as to the justification, validity or contents of any notices delivered to it pursuant to this Mandate.

12	The persons issuing this Mandate agree not to take any action or proceedings against the Bank in connection with any dispute arising out of the operation of this Mandate provided that the Bank shall have exercised reasonable skill and care in performing the Mandate.

The Bank agrees that it shall not take any corporate action or other legal steps or legal proceedings for the bankruptcy, winding-up, dissolution, re-organisation, examinership, appointment of a receiver, administrator, administrative receiver, examiner, liquidator, sequestrator or other similar officer of the Company or of any or all of the Company's assets or participate in any proceedings nor seek any judgment against the Company for the purposes of enforcing payment of any amounts payable to it by the Company under this Mandate for the purpose of recovering any debts whatsoever owing to it by the Company.

14	The terms of this Mandate may be amended or revoked only by an instrument in writing signed by an A List Signatory and the Bank.

15	The Company undertakes upon the request of the Bank to execute such further documentation for the purposes of this Mandate as the Bank may reasonably require.

16	The Bank shall supply confirmations to the Servicers and the Company relating to the Deposit Accounts, either by facsimile, or by any other method agreed between the Bank, the Company and the Servicers.

Any notices, including written directions to the Bank to be given pursuant to this Mandate, shall be sufficiently served if sent by pre-paid post or facsimile transmission and shall be deemed to be given (in the case of any notice by facsimile transmission) when dispatched and (in the case of any notice by post) when received, and shall be sent:

(a)

in the case of the Bank, to the address of its office as set out above, for the attention of Rebecca Andrew/Graham Walton (facsimile number +44 20 7992 4642);

(b)

in the case of the Company, to the address of its office as set out above (facsimile number +353 (1) 6146250) with a copy to Rebecca Andrew/Graham Walton at HSBC Bank plc, 8 Canada Square, London, E14 5HQ (facsimile number +44 20 7992 4642);

(c)

in the case of the Swiss Servicers, to the address of its office as set out above, for the attention of Johanna Frisch (email: );

(d)

in the case of the German Servicer, to the address of its office as set out above, for the attention of Johanna Frisch (email: );

(e)

in the case of the Dutch Servicer, to the address of its office as set out above, for the attention of Johanna Frisch (email: ); and

(f)

in the case of the U.S. Servicers, to the address of its office as set out above, for the attention of Johanna Frisch (email: ).

This Mandate may be executed in any number of counterparts and by different parties on separate counterparts and all such counterparts together shall constitute one and the same instrument; a set of counterparts which together contain signatures of all the parties hereto shall be lodged with the Bank and the Master Purchaser.

19	This Mandate shall be governed by and construed in accordance with the laws of England.

………………………………………………….
Trinseo Europe GmbH

………………………………………………….
Trinseo Export GmbH

...........................................................................
Trinseo Deutschland Anlagengesellschaft MBH

………………………………………………….
Trinseo Netherlands B.V.

………………………………………………….
Altuglas LLC

………………………………………………….
Aristech Surfaces LLC

………………………………………………….
Trinseo LLC

………………………………………………….
Styron Receivables Funding Designated Activity Company

Agreed by:

………………………………………………….
HSBC Bank plc

SCHEDULE 1: FORM OF Authorised Persons

AUTHORISED PERSONS

PART A
	Name	Specimen signature
Company	Raja Gul
	Stephen Healy
PART B
	Name	Specimen signature
Servicers	Adrian Mendez
		Martin Chan Fung
		Hien Nguyen Hoai Thuong
		Johanna Frisch

SCHEDULE 2: COLLECTION ACCOUNTS


Servicer	USD Account	EUR Account
Swiss Servicer (Trinseo Europe GmbH)	Account number: Bank: IBAN: SWIFT:	Account number: Bank: IBAN: SWIFT:
Swiss Servicer (Trinseo Export GmbH)	Account number: Bank: IBAN: SWIFT:	Account number: Bank: IBAN: SWIFT:
German Servicer	N/A	Account number: Bank: IBAN: SWIFT:
Dutch Servicer	N/A	Account number: Bank: IBAN: SWIFT:
US Servicer (Trinseo LLC)	Account number: Bank: IBAN: SWIFT:	N/A
US Servicer (Altuglas LLC)	Account number: Bank: IBAN: SWIFT:	N/A
US Servicer (Aristech Surfaces LLC)	Account number: Bank: IBAN: SWIFT:	N/A

Schedule 15
DAILY NON-CUMULATIVE COMPOUNDED RFR RATE

The 'Daily Non-Cumulative Compounded RFR Rate' for any RFR Banking Day 'i' during an Interest Period for a Compounded Rate Loan is the percentage rate per annum (without rounding, to the extent reasonably practicable for the Facility Party performing the calculation, taking into account the capabilities of any software used for that purpose) calculated as set out below:

where:

'UCCDRi' means the Unannualised Cumulative Compounded Daily Rate for that RFR Banking Day 'i';

'UCCDRi-1' means, in relation to that RFR Banking Day 'i', the Unannualised Cumulative Compounded Daily Rate for the immediately preceding RFR Banking Day (if any) during that Interest Period;

'dcc' means 360 or, in any case where market practice in the Relevant Market is to use a different number for quoting the number of days in a year, that number;

'ni' means the number of calendar days from, and including, that RFR Banking Day 'i' up to, but excluding, the following RFR Banking Day; and

the 'Unannualised Cumulative Compounded Daily Rate' for any RFR Banking Day (the 'Cumulated RFR Banking Day') during that Interest Period is the result of the below calculation (without rounding, to the extent reasonably practicable for the Facility Party performing the calculation, taking into account the capabilities of any software used for that purpose):

where:

'ACCDR' means the Annualised Cumulative Compounded Daily Rate for that Cumulated RFR Banking Day;

'tni' means the number of calendar days from, and including, the first day of the Cumulation Period to, but excluding, the RFR Banking Day which immediately follows the last day of the Cumulation Period;

'Cumulation Period' means the period from, and including, the first RFR Banking Day of that Interest Period to, and including, that Cumulated RFR Banking Day;

'dcc' has the meaning given to that term above; and

the 'Annualised Cumulative Compounded Daily Rate' for that Cumulated RFR Banking Day is the percentage rate per annum (rounded to five decimal places, to the extent reasonably practicable for the relevant Lender, taking into account the capabilities of any software used for that purpose) calculated as set out below:

tn_i

where:

'd₀' means the number of RFR Banking Days in the Cumulation Period;

Schedule 16
CUMULATIVE COMPOUNDED RFR RATE

The 'Cumulative Compounded RFR Rate' for any Interest Period for a Compounded Rate Loan is the percentage rate per annum (rounded to the same number of decimal places as is specified in the definition of 'Annualised Cumulative Compounded Daily Rate' in Schedule 15 (Daily Non-Cumulative Compounded RFR Rate) to the extent reasonably practicable for the relevant Lender, taking into account the capabilities of any software used for that purpose) calculated as set out below:

where:

'd₀' means the number of RFR Banking Days during the Interest Period;

'i' means a series of whole numbers from one to d₀, each representing the relevant RFR Banking Day in chronological order during the Interest Period;

'Daily Rate _{i - LP}' means for any RFR Banking Day 'i' during the Interest Period, the Daily Rate for the RFR Banking Day which is the applicable Lookback Period prior to that RFR Banking Day 'i';

'ni' means, for any RFR Banking Day 'i', the number of calendar days from, and including, that RFR Banking Day 'i' up to, but excluding, the following RFR Banking Day;

'dcc' means 360 or, in any case where market practice in the Relevant Market is to use a different number for quoting the number of days in a year, that number; and

'd' means the number of calendar days during that Interest Period.

Schedule 17
REFERENCE RATE TERMS

Part 1
Dollar – TERM RATE LOANS

CURRENCY:	dollar
Rate Switch Currency Dollar is a Rate Switch Currency.
Compounded Reference Rate as a fallback Compounded Reference Rate will apply as a fallback.
Cost of funds as a fallback Cost of funds will not apply as a fallback.
Definitions
Additional Business Days:		A Business Day.
Backstop Rate Switch Date:		30 June 2023
Business Day Conventions (definition of 'Month' and Clause 30.5 (Non-Business Days)):		(a) If any period is expressed to accrue by reference to a Month or any number of Months then, in respect of the last Month of that period:
		(i)subject to paragraph (iii) below, if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;
		(ii) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and
		(iii) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.
		(b) If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).
Market Disruption Rate:		The Term Reference Rate.
Primary Term Rate:		The London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that

		rate) for the relevant period displayed on page LIBOR01 or LIBOR02 of the Thomson Reuters screen.
Quotation Day:		Two Business Days before the first day of the relevant Interest Period.
Quotation Time:		Quotation Day 11am (London time).
Relevant Market:		The London interbank market.
Reporting Day:		The Quotation Day.
Interest Periods
Length of Interest Period:		One Month
Reporting Times
Deadline for Lenders to report market disruption in accordance with Clause 30.3 (Market disruption):		Close of business in London on the Reporting Day for the relevant Loan.
Deadline for Lenders to report their cost of funds in accordance with Clause 30.4 (Cost of funds):		Close of business on the date falling two Business Days after the Reporting Day for the relevant Loan (or, if earlier, on the date falling three Business Days before the date on which interest is due to be paid in respect of the Interest Period for that Loan).

PART B
DOLLAR - COMPOUNDED RATE LOANS

CURRENCY:		dollar.
Cost of funds as a fallback
Cost of funds will not apply as a fallback.
Definitions
Additional Business Days:		An RFR Banking Day.
Credit Adjustment Spread:		For any Interest Period is, in respect of an Interest Period of one month (or any Interest Period of less than one month), 0.11448% per cent. per annum.
Business Day Conventions (definition of 'Month' and Clause 30.5 (Non-Business Days)):	(a) If any period is expressed to accrue by reference to a Month or any number of Months then, in respect of the last Month of that period:
	(i) subject to paragraph (iii) below, if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; (ii) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and (iii) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.
	(b) If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).
Central Bank Rate:	(a) The short-term interest rate target set by the US Federal Open Market Committee as published by the Federal Reserve Bank of New York from time to time; or (b) if that target is not a single figure, the arithmetic mean of:
	(i) the upper bound of the short-term interest rate target range set by the US Federal Open Market Committee and published by the Federal Reserve Bank of New York; and (ii) the lower bound of that target range.
Central Bank Rate Adjustment:	In relation to the Central Bank Rate prevailing at close of business on any RFR Banking Day, the mean (calculated by the Regency Lender or by any other

	Facility Party which agrees to do so in place of the Regency Lender) of the Central Bank Rate Spreads for the five most immediately preceding RFR Banking Days for which the RFR is available, excluding the days with the highest (and, if there is more than one highest spread, only one of those highest spreads) and lowest spreads (or, if there is more than one lowest spread, only one of those lowest spreads) to the Central Bank Rate.
Central Bank Rate Spread:	The difference (expressed as a percentage rate per annum) calculated by the Regency Lender (or by any other Facility Party which agrees to do so in place of the Regency Lender) between: (a) the RFR for any RFR Banking Day; and (b) the Central Bank Rate prevailing at close of business on that RFR Banking Day.
Daily Rate:	The 'Daily Rate' for any RFR Banking Day is:
	(a) the RFR for that RFR Banking Day; or
	(b) if the RFR is not available for that RFR Banking Day, the percentage rate per annum which is the aggregate of: (i) the Central Bank Rate for that RFR Banking Day; and (ii) the applicable Central Bank Rate Adjustment; or (c) if paragraph (b) above applies but the Central Bank Rate for that RFR Banking Day is not available, the percentage rate per annum which is the aggregate of: (i) the most recent Central Bank Rate for a day which is no more than five RFR Banking Days before that RFR Banking Day; and (ii) the applicable Central Bank Rate Adjustment, rounded, in either case, to five decimal places (to the extent reasonably practicable for the relevant Lender, taking into account the capabilities of any software used for that purpose) and if, in either case, the aggregate of that rate and the applicable Credit Adjustment Spread is less than zero, the Daily Rate shall be deemed to be such a rate that the aggregate of the Daily Rate and the applicable Credit Adjustment Spread is zero.
Lookback Period:	Five RFR Banking Days.
Market Disruption Rate:	None specified.
Relevant Market:	The market for overnight cash borrowing collateralised by US Government securities.
Reporting Day:	The Business Day which follows the day which is the Lookback Period prior to the last day of the Interest Period.
RFR:	The secured overnight financing rate (SOFR) administered by the Federal Reserve Bank of New York

	(or any other person which takes over the administration of that rate) published by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate).
RFR Banking Day:	Any day other than: (a) a Saturday or Sunday; and (b) a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US Government securities.
Interest Periods
Length of Interest Period:	One Month
Reporting Times
Deadline for Lenders to report market disruption in accordance with Clause 30.3 (Market disruption)	Close of business in London on the Reporting Day for the relevant Loan.
Deadline for Lenders to report their cost of funds in accordance with Clause 30.4 (Cost of funds)	Close of business on the date falling two Business Days after the Reporting Day for the relevant Loan (or, if earlier, on the date falling three Business Days before the date on which interest is due to be paid in respect of the Interest Period for that Loan).

PART C
EURO - TERM RATE LOANS

CURRENCY:	euro
Rate Switch Currency Euro is not a Rate Switch Currency.
Compounded Reference Rate as a fallback Compounded Reference Rate will not apply as a fallback.
Cost of funds as a fallback Cost of funds will apply as a fallback.
Definitions
Additional Business Days:		A TARGET Day.
Backstop Rate Switch Date:		None specified.
Business Day Conventions (definition of 'Month' and Clause 30.5 (Non-Business Days)):		(a) If any period is expressed to accrue by reference to a Month or any number of Months then, in respect of the last Month of that period:
		(i)subject to paragraph (iii) below, if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;
		(ii) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and
		(iii) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.
		(b) If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).
Market Disruption Rate:		The Term Reference Rate.
Primary Term Rate:		The euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed on page EURIBOR01 of the Thomson Reuters screen.
Quotation Day:		Two TARGET Days before the first day of the relevant Interest Period (unless market practice differs in the Relevant Market, in which case the Quotation Day will

		be determined by the Agent in accordance with market practice in the Relevant Market (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days)).
Quotation Time:		Quotation Day 11am (Brussels time).
Relevant Market:		The European interbank market.
Reporting Day:		The Quotation Day.
Interest Periods
Length of Interest Period:		One Month
Reporting Times
Deadline for Lenders to report market disruption in accordance with Clause 30.3 (Market disruption):		Close of business in London on the Reporting Day for the relevant Loan.
Deadline for Lenders to report their cost of funds in accordance with Clause 30.4 (Cost of funds):		Close of business on the date falling two Business Days after the Reporting Day for the relevant Loan (or, if earlier, on the date falling three Business Days before the date on which interest is due to be paid in respect of the Interest Period for that Loan).

Schedule 19
FORM OF PARENT'S SOLVENCY CERTIFICATE

Solvency Certificate

[ON PARENT'S LETTERHEAD]

To:HSBC BANK PLC,

8 Canada Square,

London El4 5HQ,

United Kingdom

STYRON RECEIVABLES FUNDING DESIGNATED ACTIVITY COMPANY

Ground Floor, Two Dockland Central

Guild Street, North Dock

Dublin 1, D01 K2C5

Ireland

(the 'Master Purchaser')

Dated ____ [●] 20[●]

Reference is made to the amended and restated master definitions and framework deed dated 12 August 2010 as amended or amended and restated on 17 August 2010, 24 May 2011, 4 July 2012, 30 May 2013, 25 June 2015, 4 February 2016, 31 October 2016, 21 December 2017, 28 September 2018, 24 September 2021, 24 November 2021, 31 March 2023, 23 November 2023 and on the 2024 Amendment Effective Date (and as may be further amended or amended and restated from time to time) between, among others, HSBC Bank plc as Cash Manager and Master Purchaser Account Bank, Styron Receivables Funding Designated Activity Company as Master Purchaser, The Law Debenture Trust Corporation plc as Styron Security Trustee, Trinseo Holdings S.à r.l. as Parent and Guarantor (the 'Company'), Trinseo Ireland Global IHB Limited as Investment Manager and Styron Lender, Regency Assets Designated Activity Company as Regency Lender and Trinseo Netherlands B.V. (formerly Styron Netherlands B.V.) as Dutch Seller and Dutch Servicer (the 'Framework Deed').

Terms defined in the Framework Deed have, unless otherwise defined in this Certificate, the same meaning when used in this Certificate.

As of the date of this Certificate, as a duly appointed authorised signatory of the Company, I hereby certify to the best of my knowledge and belief, based on the information collected further to appropriate searches and investigations of the Company's books and records and other information held at the Luxembourg Register of Commerce and Companies and having made all due enquiry with the Company's officers (if any) and professional advisers, that:

(a)

(i) no resolution has been passed and no steps have been taken for the winding-up, for the voluntary liquidation of the Company or for the making of an administration order of the Company, (ii) no petition has been presented for the winding-up of the Company or for the making of an administration order in respect of the Company (iii) no receiver, administrative receiver, administrator or analogous officer has been appointed in respect of the Company, (iv) no order has been made for the winding-up or judicial liquidation of the Company and (v) no proceedings have been filed for the purpose of requesting the opening of insolvency or bankruptcy (faillite) proceedings, suspension of payments (sursis de paiement), judicial liquidation (liquidation judiciaire), administrative dissolution without liquidation (dissolution administrative sans liquidation) or other similar proceedings;

(b)	the Company is not in a state of cessation of payments (cessation de payments) and has not lost its commercial creditworthiness (ébranlement de credit);

(c)	no event equivalent to any of the foregoing has occurred in or under the laws of any relevant jurisdiction; and

(d)	[on the date hereof, the Liquidity is $[●] and therefore the Termination Event in paragraph (s) (Failure to maintain minimum Liquidity) in Part A (Termination Events) of Schedule 1 has not occurred.

CONTENTS

clause

1INTERPRETATION‌2

2THE FACILITY‌3

3SECURITY‌3

4CONDITIONS PRECEDENT‌3

5INITIAL UTILISATION OF THE FACILITY‌3

6ADDITIONAL UTILISATION OF THE FACILITY‌4

7REPAYMENT‌6

8prepayment and cancellation‌6

9Interest‌8

10FEES‌8

11Taxes‌10

12OTHER IndemnitIES‌11

13DEFAULT INTEREST‌11

14REPRESENTATIONS AND WARRANTIES; COVENANTS‌13

15Event of Default‌14

16Acceleration‌14

17CHANGES TO THE LENDERS‌15

18CASH MANAGER AS AGENT OF THE MASTER PURCHASER‌16

19ACTIONS OF THE STYRON SECURITY TRUSTEE‌17

20PAYMENT MECHANICS‌18

21NOTICES‌18

22No action by Lenders or any other Secured Creditor‌18

23Limited Recourse‌19

24GOVERNING LAW‌20

Schedule

Schedule 1 FORM OF UTILISATION REQUEST‌21

Schedule 2 STYRON LENDER REPRESENTATIONS AND WARRANTIES‌22

CONTENTS PAGE 1

THIS AMENDED AND RESTATED LOAN FACILITY AGREEMENT is originally dated 12 August 2010 as amended or amended and restated on 24 May 2011, 30 May 2013, 31 October 2016, 28 September 2018, 24 November 2021, 23 November 2023 and the 2024 Amendment Effective Date (the 'Agreement')

BETWEEN:

(1)REGENCY ASSETS DESIGNATED ACTIVITY COMPANY, a company incorporated in Ireland with registration number 272959, whose registered office is at Block A, George's Quay Plaza, George's Quay Dublin 2, Ireland (the 'Regency Lender');

(2)	STYRON RECEIVABLES FUNDING DESIGNATED ACTIVITY COMPANY, a company incorporated in Ireland with registration number 486138, whose registered office is at Ground Floor, Two Dockland Central, Guild Street, North Dock, Dublin 1, D01 K2C5, Ireland (the 'Master Purchaser');

(3)	TMF ADMINISTRATION SERVICES LIMITED, a company incorporated in Ireland, whose registered office is at Ground Floor, Two Dockland Central, Guild Street, North Dock, Dublin 1, D01 K2C5, Ireland (the 'Registrar');

(4)	TRINSEO IRELAND GLOBAL IHB LIMITED a company incorporated in Ireland with registration number 727569, whose registered office is at Riverside One, Sir John Rogerson's Quay, Dublin 2, Ireland (the 'Styron Lender');

(5)	HSBC BANK PLC, a company incorporated in England and Wales (Company Number: 14259) having its registered office at 8 Canada Square, London E14 5HQ (the 'Cash Manager'); and

(6)

recitals:

(A)The Sellers carry on the business of originating Receivables from sales of chemical products from time to time to Obligors.

(B)	The Sellers have agreed to offer and the U.S. Intermediate Transferor or the Master Purchaser has agreed to consider purchasing from time to time certain of those Receivables in accordance with the terms of the applicable Master Receivables Purchase Agreement.

(C)	To fund the purchase of the Receivables, the Master Purchaser may from time to time request Loans from the Lenders on the terms and conditions of this Agreement and using Collections.

(D)	Each Lender has agreed that it shall make Loans so requested from time to time in accordance with the terms of this Agreement.

THE PARTIES AGREED as follows:

section a
interpretation

1	INTERPRETATION

1.1	Master Definitions and Framework Deed

(a)

Capitalised terms in this Agreement shall, except where the context otherwise requires and save where otherwise defined in this Agreement, have the meanings given to them in clause 2.1 of the Master Definitions and Framework Deed (including any schedules to such deed referred to or incorporated by reference to such terms in clause 2.1) executed by, among others, each of the parties to this Agreement (the 'Framework Deed') on 12 August 2010 (as amended or amended and restated on 17 August 2010, 24 May 2011, 4 July 2012, 30 May 2013, 25 June 2015, 4 February 2016, 31 October 2016, 21 December 2017, 28 September 2018, 24 September 2021, 24 November 2021, 31 March 2023, 23 November 2023 and on or about the date hereof, and as it may be further amended, varied or supplemented from time to time with the consent of the parties to it) and this Agreement shall be construed in accordance with the principles of construction set out in the Framework Deed.

(b)

In addition, the provisions set out in clauses 3 to 8 and 10 to 25 of the Framework Deed (the 'Special Framework Provisions') shall be expressly and specifically incorporated into this Agreement, as though they were set out in full in this Agreement. In the event of any conflict between the provisions of this Agreement and the Special Framework Provisions, the provisions of this Agreement shall prevail other than clause 22 of the Framework Deed as it relates to the Styron Security Trustee.

1.2	Amended and Restated Loan Facility Agreement

This is the Amended and Restated Loan Facility Agreement referred to in the Framework Deed.

section b
the facility

2	THE FACILITY

2.1	Establishment of facility

Subject to the terms of this Agreement, the Lenders make available to the Master Purchaser a committed loan facility in an aggregate principal amount equal to the Total Facility Limit (the Regency Lender's commitment being limited to the Facility Limit) during the Securitisation Availability Period.

2.2	[Reserved]

2.3	Purpose

The Master Purchaser shall apply all proceeds of the Loans towards financing the purchase of Receivables in accordance with the terms of the applicable Master Receivables Purchase Agreement.

2.4	Monitoring

No Lender is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

3	SECURITY

It is hereby agreed and acknowledged that the Lenders are to have the benefit of the Security granted by the Master Purchaser pursuant to the Styron Security Deed in respect, inter alia, of all Secured Amounts and in their capacity as Lenders and that in the circumstances specified in the Styron Security Deed, the Lenders in their capacity as Lenders shall be entitled to enforce all of the benefits accorded to them with respect to the Security pursuant to the Styron Security Deed.

4	CONDITIONS PRECEDENT

4.1	Initial Conditions Precedent

The obligations of the Lenders to advance Loans under this Agreement on the Swiss Funding Date were conditional upon the Instructing Party confirming to the Lenders, the Master Purchaser, the Cash Manager, and the Styron Security Trustee the compliance by all relevant parties with the Initial Conditions Precedent.

4.2	Additional Conditions Precedent

Each Loan to be advanced hereunder shall be conditional upon satisfaction of the Additional Conditions Precedent.

5	INITIAL UTILISATION OF THE FACILITY

5.1	Initial Utilisation

On the Swiss Funding Date,

5.1.1

the Regency Lender advanced:

(a)

a Regency USD Loan in an amount equal to the Regency USD Loan Initial Principal Amount; and

(b)

a Regency EUR Loan in an amount equal to the Regency EUR Loan Initial Principal Amount; and

5.1.2

the Styron Lender advanced:

(a)

a Styron USD Loan in an amount equal to the Styron USD Loan Initial Principal Amount; and

(b)

a Styron EUR Loan in an amount equal to the Styron EUR Loan Initial Principal Amount.

5.2	[Reserved]

5.3	Disbursement of Funds

On the Swiss Funding Date, each Lender advanced either Regency Loans or Styron Loans, as applicable, by making payment to the Master Purchaser of an amount equal to Principal Amount Outstanding of such Loans in the manner specified in Clause 11 (Payments) subject in the case of the Styron Loans to clause 18.5 (Styron Lender, Master Purchaser, Swiss Sellers, Swiss Servicers, Dutch Seller and Dutch Servicer Set-Off) of the Framework Deed.

6	ADDITIONAL UTILISATION OF THE FACILITY

6.1	Additional Utilisation

If, prior to the occurrence of the Programme Termination Date or a Termination Event that is continuing:

6.1.1

it is a Reporting Date falling no less than three Business Days prior to the next Roll Date and:

(a)

the Regency Percentage of the Purchase Base (taking into account any proposed increase or decrease in the Regency Loan) is greater than the sum of the Regency USD Loan Principal Amount Outstanding and the USD Equivalent of the Regency EUR Loan Principal Amount Outstanding;

(b)

the USD Equivalent of the aggregate of any increases calculated pursuant to Clause 6.1.3(a) and (b) below would be greater than $3,000,000; and

(c)

a Seller has sent on such Reporting Date an Initial Purchase Price Payment Request to the Master Purchaser and the conditions set out therein have been satisfied;

6.1.2

it is a Reporting Date following delivery of (a) an Offer pursuant to the German Receivables Purchase Agreement and there would, but for the operation of this Clause, be insufficient funds available to the Master Purchaser to pay the Purchase Price in respect of the Receivables the subject of the Offer or (b) a notice delivered by the Styron Lender in accordance with Clause 6.5.2 or 6.5.3 below,

the Master Purchaser shall, by delivering to each of the Lenders (or, in the case of Clause 6.1.2(a), the Styron Lender only) by no later than the close of business on such Reporting Date, a Utilisation Request, specifying a proposed Utilisation Date falling on the day falling three Business Days after such Reporting Date in relation to Clause 6.1.2(a) and on the next Roll Date in relation to Clause 6.1.1 and 6.1.2(b) and specifying:

6.1.3

if applicable, in the case of the Regency Lender:

(a)

the amount of the proposed Regency USD Loan equal to the Regency USD Loan Additional Principal Amount; and

(b)

the amount of the proposed Regency EUR Loan equal to the Regency EUR Loan Additional Principal Amount; and

6.1.4

if applicable, in the case of the Styron Lender:

(a)

the amount, if any, of the proposed Styron USD Loan equal to the Styron USD Loan Additional Principal Amount; and

(b)

the amount, if any, of the proposed Styron EUR Loan equal to the Styron EUR Loan Additional Principal Amount.

6.2	Specification in Additional Utilisation

Each Utilisation Request delivered by the Master Purchaser pursuant to Clause 6.1 (Additional Utilisation) shall specify the Additional Principal Amount of the Loan in respect of which the Utilisation Request is made.

6.3	Currency and amount

6.3.1

The currency specified in a Utilisation Request must be in euros or US dollars.

6.3.2

The amount of the proposed Loan must be an amount which, when aggregated with all Loans, is not in excess of the Total Facility Limit.

6.4	Lender's participation

6.4.1

If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan available by the Utilisation Date through its Specified Office provided that the Aggregate Loan Principal Amount Outstanding, once the relevant Utilisation Request is met, will be an amount not greater than the Total Facility Limit and the Aggregate Regency Loan Principal Amount Outstanding will be an amount not greater than the Facility Limit.

6.4.2

In the case of a Utilisation Request made under Clause 6.1.1, the relevant Utilisation Date shall fall on the next Monthly Payment Date.

6.4.3

In the case of a Utilisation Request made under Clause 6.1.2, the relevant Utilisation Date shall be the day falling three Business Days after the relevant Reporting Date.

6.5	Notification of Styron Percentage and Roll Dates

6.5.1

On the Closing Date the Styron Percentage shall be 80 per cent. or such other percentage as may have been notified by the Styron Lender to the Master Purchaser and Cash Manager prior to the submission of the initial Utilisation Request by the Master Purchaser.

6.5.2

The Styron Lender may on no less than three Business Days' prior written notice, notify the Master Purchaser and the Cash Manager of a decrease in the Styron Percentage provided that, on and from 1 January 2016, the outstanding principal amount of the Styron EUR Loan may not be less than 5 per cent. of the Outstanding Balance of all German Purchased Receivables at any given time.

6.5.3

The Styron Lender may on no less than three Business Days' written notice, notify the Master Purchaser and the Cash Manager of an increase in the Styron Percentage.

6.5.4

Prior to the occurrence of the Programme Termination Date or a Termination Event which is continuing, the Styron Lender may on no less than three Business Days' written notice with respect to the next following Roll Date, notify the Master Purchaser and the Cash Manager of the Roll Date to succeed such next following Roll Date provided that (a) a Monthly Payment Date must always be a Roll Date and no Roll Date may fall less than three Business Days before or less than three Business Days after a Roll Date; (b) the Cash Manager may adjust a proposed Roll Date where it considers in its reasonable discretion that market conditions would be adverse to the issuance of commercial paper on a Roll Date proposed by the Styron Lender and the relevant Roll Date shall be the date so determined by the Cash Manager. For the avoidance of doubt, if, at any time, the Styron Lender does not make any notification in accordance with the above, the next Roll Date shall be the next Monthly Payment Date.

6.6	Lender's Commitment

The obligations of any Lender to make Loans hereunder are several from the obligations of any other Lender. The failure of any Lender to make Loans hereunder does not affect the obligations of any other Lender under this Agreement. No Lender is responsible for the failure of any other Lender to make any Loan hereunder

section c
REPAYMENT, prepayment and cancellation

7	REPAYMENT

7.1	Repayment of Loans

7.1.1

On each Roll Date prior to the service of an Enforcement Notice, the Master Purchaser (or the Cash Manager pursuant to the terms of the Cash Management Agreement) will cause:

(a)

the Regency USD Loan to be repaid in an amount equal to the Regency USD Loan Repayment Amount;

(b)

the Regency EUR Loan to be repaid in an amount equal to the Regency EUR Loan Repayment Amount;

(c)

the Styron USD Loan to be repaid in an amount equal to the Styron USD Loan Repayment Amount; and

(d)

the Styron EUR Loan to be repaid in an amount equal to the Styron EUR Loan Repayment Amount.

7.1.2

On each Settlement Date prior to the service of an Enforcement Notice, the Master Purchaser (or the Cash Manager pursuant to the terms of the Cash Management Agreement) will cause the Styron EUR Loan to be repaid in an amount equal to the Styron EUR Loan Repayment Amount.

7.2	Principal Amount Outstanding

In determining the Principal Amount Outstanding in respect of each Loan, the amount recorded in the Cash Management Report prepared by the Cash Manager shall be conclusive in the absence of manifest error.

7.3	Determinations and Calculations

Following a payment of principal or increase in the principal amount of a Loan, the Cash Manager (acting for and on behalf of the Master Purchaser) shall determine the new Principal Amount Outstanding of such Loan on the basis of the accounting records of the Cash Manager. Each determination by or on behalf of the Master Purchaser of the amount of the Principal Amount Outstanding of a Loan shall (in the absence of wilful default, bad faith or manifest error) be final and binding on all persons.

7.4	Repayment on maturity

If not otherwise repaid and cancelled, the Loans will be repaid (subject to available funds) at their Principal Amount Outstanding on the Monthly Payment Date falling on the Final Legal Maturity Date.

7.5	Extension of maturity

The Master Purchaser may, in accordance with the notice provisions of Clause 20 (Notices), request the Regency Lender to agree to an extension of the Final Legal Maturity Date and if, in the Regency Lender's sole discretion, the Regency Lender agrees to such request in writing, the date agreed shall thereafter be the 'Final Legal Maturity Date' in respect of the Loans.

8	prepayment and cancellation

8.1	Illegality

If, in any applicable jurisdiction, it becomes unlawful for the Regency Lender to perform any of its obligations as contemplated by these Agreement or to fund or maintain its participation in any Regency Loan or it becomes unlawful for any Affiliate of the Regency Lender for the Regency Lender to do so:

(a)

the Regency Lender shall promptly notify the Master Purchaser, the Cash Manager, the other Lenders and the Styron Security Trustee upon becoming aware of that event and the commitment of that Regency Lender will be immediately cancelled; and

(b)

the Master Purchaser shall repay the Regency Lender's participation in the Regency Loans on the next Monthly Payment Date.

8.2	Voluntary Prepayment of Loans

The Loans may be prepaid at the option of the Master Purchaser in whole or in part and without any prepayment premium on any Monthly Payment Date at its Principal Amount Outstanding or a proportion thereof subject to:

(a)

the Master Purchaser giving not less than three (3) and not more than thirty (30) days’ notice to the Lender and the Cash Manager (which notice shall oblige the Master Purchaser to repay the Loan on such Monthly Payment Date at its Principal Amount Outstanding or a proportion thereof plus accrued interest to that date) (each such payment specified in Clauses 7.1.1, 7.1.2 and 8.2(a), a 'Loan Principal Payment'); and

(b)

that prior to giving any such notice, the Master Purchaser shall have provided to the Styron Security Trustee a certificate signed by two directors of the Master Purchaser to the effect that it will have the funds on the relevant Monthly Payment Date, not subject to the interest of any other person, required to repay the Loans pursuant to this Clause and meet its payment obligations of a higher priority under the applicable Payments Priorities.

8.3	Repayment due to Tax Event

If a Lender gives a notice pursuant to Clause 11.5 (Tax Event), the Master Purchaser shall procure that each Loan is repaid in whole at its Principal Amount Outstanding together with accrued interest to the date of repayment specified by the Master Purchaser, in accordance with the relevant Payments Priorities.

section d
COSTS OF UTILISATION

9	Interest

9.1	Monthly Payment Dates and Interest Periods

(c)

Each Loan will bear interest payable on its Principal Amount Outstanding in US Dollars or Euro (as applicable) from and including the Closing Date. Interest in respect of each Loan is payable monthly in arrears on each Monthly Payment Date.

(d)

Interest shall cease to accrue on a Loan from (and including) the date on which an Event of Default shall have occurred unless, upon due presentation, payment of principal due is improperly withheld or refused, in which case it will continue to bear interest in accordance with this Clause 9 (after as well as before judgment) at the rate from time to time applicable to the relevant Loan until the moneys in respect thereof have been received by the relevant Lender and notice to that effect is given in accordance with Clause 20 (Notices).

9.2	Payment of Interest

Subject to Clause 20 (Payment Mechanics), the Relevant Interest Amount will be payable by the Master Purchaser in respect of the relevant Loan for each Interest Period on the Monthly Payment Date falling immediately after the end of each Interest Period.

9.3	Calculation of Relevant Interest Amount

The Relevant Interest Amount for a Loan in respect of an Interest Period shall be calculated by the Cash Manager in accordance with the terms of the Cash Management Agreement for such Interest Period.

9.4	Default interest

(e)

If any sum due and payable by the Master Purchaser hereunder is not paid on its due date therefor in accordance with the provisions of Clauses 7 (Repayment), 8 (Prepayment and Cancellation) or 9 (Interest) or if any sum due and payable by the Master Purchaser under any judgment of any court in connection herewith is not paid on the date of such judgment, the period beginning on such due date or, as the case may be, the date of such judgment and ending on the date upon which the obligation of the Master Purchaser to pay such sum (the balance thereof for the time being unpaid being herein referred to as an 'unpaid sum') is discharged shall be divided into successive periods, each of which (other than the first) shall start on the last day of the preceding such period and shall end on the next succeeding Monthly Payment Date (or the next date that would, were it not for the Final Legal Maturity Date or an Event of Default, have been the next succeeding Monthly Payment Date).

(f)

During each such period as is mentioned in Clause 9.4(a), in respect of the Regency Loan only, such unpaid sums shall bear interest at the rate per annum which is the sum of 2 per cent. per annum and the rate of interest payable on the Regency Loans.

(g)

Subject to Clause 9.2 (Payment of Interest), any interest which shall have accrued under Clause 9.4(b) in respect of an unpaid sum shall be due and payable and shall be paid by the Master Purchaser to the Regency Lender at the end of the period by reference to which it is calculated or on such other date or dates as the Lender may specify by written notice to the Master Purchaser.

FEES

10.1	Legal fees

The Master Purchaser shall, from time to time on demand of each Lender reimburse the Lender for all reasonable attorney's fees and disbursements incurred by such Lender in connection with the enforcement and/or preservation of any of their respective rights under this Agreement or in respect of any amendment to this Agreement.

SECTION E
ADDITIONAL PAYMENT OBLIGATIONS

Taxes

11.1	No Tax Deduction

The Master Purchaser shall make all payments to be made by it hereunder without any Tax Deduction, unless a Tax Deduction is required by law (a 'Tax Event').

11.2	Tax Deduction required by Law

If at any time, the Master Purchaser is required by law to make any Tax Deduction from any sum payable by it hereunder (or if thereafter there is any change in the rates at which, or the manner in which such Tax Deduction is calculated), the Master Purchaser shall:

(h)

promptly notify the relevant Lender and the Styron Security Trustee;

(i)

pay the full amount of such Tax Deduction to the relevant Tax Authority within the time allowed for payment to such authority; and

(j)

deliver an original receipt (or a certified copy thereof) issued by such Tax Authority or other evidence reasonably satisfactory to the relevant Lender (with a copy thereof to the Styron Security Trustee) of the amount of such Tax Deduction in respect of such payment.

11.3	Tax Deduction and Styron Lender

If at any time, the Master Purchaser is required by law to make any Tax Deduction from any sum payable by it hereunder to the Styron Lender, it shall have no obligation to make any additional payments to the Styron Lender in respect of such Tax Deduction.

11.4	Tax Deduction and Regency Lender

11.4.1

If at any time, the Master Purchaser is required by law to make any Tax Deduction from any sum payable by it hereunder to the Regency Lender, it shall have an obligation to increase the amount of such payment to an amount which (after making such Tax Deduction) leaves an amount equal to the payment which would have been due to the Regency Lender if no Tax Deduction had been required.

11.4.2

The Master Purchaser is not required to make an increased payment to the Regency Lender under this Clause for a Tax Deduction imposed under the laws of Ireland from a payment of interest in respect of a Loan if on the date on which the payment falls due the payment could have been made to the Lender without a Tax Deduction if it was a Qualifying Lender but, on that date, the Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Tax Treaty, or any published practice or concession of any relevant tax authority.

11.4.3

The Master Purchaser is not required to make an increased payment to the Lender under this Clause for a Tax Deduction imposed under the laws of the United States with respect to Excluded Taxes, as such term is defined in the U.S. Intermediate Transfer Agreement.

11.5	Tax Event

Should the Master Purchaser be required by law to make any Tax Deduction from any sum payable by it hereunder, then the Lender may require the Master Purchaser to repay the Loan in full upon giving the Master Purchaser not less than thirty (30) days' notice, such notice to be irrevocable.

11.6	U.S. Tax Forms

Each Lender (including any Lender that becomes a Lender after the date of this Agreement) shall provide to the Master Purchaser the applicable certificates or documentation described in clause 11.3(d) of the U.S. Intermediate Transfer Agreement in the time and manner described in such Clause.

11.7	Master Purchaser to pay taxes

The Master Purchaser shall pay all stamp duty, registration and other similar Taxes to which this Agreement or any Loan may be subject, or any judgment given in connection with the utilisation of the Loans.

11.8	Notification of Taxes to Master Purchaser

Each Lender hereby agrees to promptly notify the Master Purchaser if it becomes aware of any circumstances which could reasonably be expected to lead to a claim on the part of the Lenders under Clause 11.7 (Master Purchaser to pay taxes).

12	OTHER IndemnitIES

12.1	Currency indemnity

If any sum due from the Master Purchaser under a Loan or any order or judgment given or made in relation hereto has to be converted from the currency (the 'first currency') in which the same is payable hereunder or under such order or judgment into another currency (the 'second currency') for the purpose of (i) making or filing a claim against the Master Purchaser, (ii) obtaining an order or judgment in any court or other tribunal or (iii) enforcing any order or judgment given or made in relation hereto, the Master Purchaser shall indemnify and hold harmless the relevant Lender from and against any loss suffered as a result of any discrepancy between (a) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (b) the rate or rates of exchange at which the relevant Lender may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgment, claim or proof.

12.2	Other Indemnities

The Master Purchaser undertakes to indemnify each Lender against any reasonable cost, claim, loss, expense (including legal fees) or liability, together with any VAT thereon, which it may sustain or properly incur as a consequence of the occurrence of any Event of Default or any default by the Master Purchaser in the performance of any of the obligations expressed to be assumed by it under this Agreement, other than any loss or expense resulting from the gross negligence, default or material breach of contract on the part of such Lender in connection with such performance. All indemnity payments shall be made in accordance with the applicable Payments Priorities.

12.3	Notification of Default

Each Lender hereby agrees promptly to notify the Master Purchaser if it becomes aware of any circumstances which could reasonably be expected to lead to a claim on the part of the Lenders under this Clause 12 (Other indemnities).

13	DEFAULT INTEREST

13.1	Default Interest Periods

If any sum due and payable by the Master Purchaser hereunder to the Regency Lender is not paid on the due date therefor in accordance with the provisions of Clause 12 (Payments) or if any sum due and payable by the Master Purchaser under any judgment of any court in connection herewith is not paid on the date of such judgment, the period beginning on such due date or, as the case may be, the date of such judgment and ending, in either case, on the date upon which the obligation of such Master Purchaser to pay such sum (the balance thereof for the time being unpaid being herein referred to as an 'unpaid sum') is discharged shall be divided into successive periods, each of which (other than the first) shall be of the same length shall start on the last day of the preceding such period and the duration of each of which shall be selected by the Regency Lender.

13.2	Default Rate

During each such period relating thereto as is mentioned in Clause 13.1 (Default Interest Periods) such unpaid sum shall bear interest at the rate per annum which is the sum of 2 per cent. per annum and the rate of interest applicable to the relevant Regency Loan pursuant to Clause 9 (Interest).

SECTION F
REPRESENTATIONS AND COVENANTS

14	REPRESENTATIONS AND WARRANTIES; COVENANTS

14.1	Master Purchaser Warranties

The Master Purchaser warrants in favour of each of the Lenders on the terms of the Master Purchaser Warranties as at the date of this Agreement and as at each Settlement Date except for each such warranty that is specified as being made only as of a specific date, in which case the Master Purchaser warrants as to such matter as of such date only.

14.2	Styron Lender Warranties

The Styron Lender makes the representations and warranties set out in Schedule 2 (Styron Lender Representations and Warranties) on each Roll Date.

14.3	Master Purchaser Covenants

The Master Purchaser covenants in favour of each of the Lenders on the terms of the Master Purchaser Covenants as at the date of this Agreement and on each Monthly Payment Date.

14.4	Covenants of the Lenders

14.4.1

The Lenders severally and not jointly hereby covenant with the Master Purchaser that, each of them will promptly inform the Master Purchaser of any change in the identity of the Lender's Account.

14.4.2

The Lenders severally and not jointly hereby covenant with the Styron Security Trustee and the Master Purchaser to be bound by the terms of the Styron Security Deed.

14.4.3

The Lenders severally and not jointly hereby confirm that, no sum, whether in respect of principal or otherwise relating to the Loans, shall be due and payable by the Master Purchaser except:

(a)

in accordance with the provisions of this Agreement; and

(b)

until all sums thereby required to be paid or provided for in priority thereto have been paid, provided for or discharged in full.

14.4.4

[Reserved]

14.4.5

Each Lender severally and not jointly represents to the Master Purchaser that it is a Qualifying Lender. Each Lender severally and not jointly covenants to, immediately upon becoming aware, notify the Master Purchaser if it ceases to be a Qualifying Lender.

14.5	Representation of the Regency Lender

The Regency Lender represents that it will at all times have in effect arrangements relating to the management of currency exchange exposure such that the liability of the Regency Lender under any Regency Lender Related Debt will, upon delivery to the relevant hedge counterparties of the appropriate amounts in the appropriate currencies specified in the relevant hedging document, be fully met in the same currency as such liability by the corresponding payment made by such hedge counterparty.

SECTION G
events of default

15	Event of Default

15.1	Delivery of Enforcement Notice

If an Event of Default occurs and is continuing, the Styron Security Trustee may at its discretion and shall if so requested in writing by the Instructing Party deliver an Enforcement Notice to the Master Purchaser.

15.2	Conditions to delivery of Enforcement Notice

Notwithstanding Clause 15.1 (Delivery of Enforcement Notice), the Styron Security Trustee shall not be obliged to deliver an Enforcement Notice unless it shall have been indemnified, prefunded and/or secured to its satisfaction against all Liabilities to which it may thereby become liable or which it may incur by so doing.

15.3	Consequences of delivery of an Enforcement Notice

Upon the delivery of an Enforcement Notice, the Loans shall become immediately due and payable without further action or formality at their Principal Amount Outstanding together with any accrued interest, and such payments shall be made in accordance with the Post-Enforcement Priority of Payments.

16	Acceleration

16.1	Proceedings

The Styron Security Trustee may at its discretion and without further notice, institute such proceedings as it thinks fit to enforce its rights under the Styron Security Deed in respect of this Agreement and the other Transaction Documents, but it shall not be bound to do so unless so requested in writing by the Instructing Party and in any such case, only if it shall have been indemnified and/or secured to its satisfaction against all Liabilities to which it may thereby become liable or which it may incur by so doing.

16.2	Directions to the Styron Security Trustee

The Styron Security Trustee shall not be bound to take any action described in Clause 16.1 (Proceedings) and may take such action without having regard to the effect of such action on individual Lenders or any other Secured Creditor, provided that so long as the Regency Loan is outstanding, the Styron Security Trustee shall not, and shall not be bound to, act at the request or direction of the Styron Lender unless:

(a)

to do so would not, in its opinion, be materially prejudicial to the interests of the Regency Lender; or

(b)

(if the Styron Security Trustee is not of that opinion) such action is sanctioned by the Instructing Party.

SECTION H
the transaction parties

17	CHANGES TO THE LENDERS

17.1	Assignments and transfers by the Lenders

17.1.1

No Lender may assign or transfer a Loan without the prior written consent of the Parent (not to be unreasonably withheld or delayed) and the Cash Manager, provided that the consent of the Parent shall not be required in respect of assignments or transfers by the Regency Lender:

(a)

to any Person provided such assignment or transfer shall not increase the Master Purchaser's cost of funding and the relevant Person is a Qualifying Bank and a Qualifying Lender;

(b)

following a Termination Event which has occurred and which is continuing if the transferee is a Qualifying Bank and a Qualifying Lender; or

(c)

to HSBC Bank plc or its Affiliates, provided such assignment or transfer shall not cause a breach of a Non-Bank Rule.

The Parent will be deemed to have given its consent ten (10) Business Days after the Regency Lender has requested it unless consent is expressly refused by the Parent within that time.

17.1.2

In addition:

(a)

following a Termination Event which is continuing, the Regency Lender may transfer any Loan as a whole with the prior written consent of the Styron Lender and the Swiss Sellers (such consent not to be withheld by the Styron Lender or the Swiss Sellers, if the Swiss Sellers would be in compliance with the Non-Bank Rules following such transfer); and

(b)

the Regency Lender may transfer any Loan as a whole to an Affiliate provided such arrangement or transfer shall not increase the Master Purchaser's cost of funding and the Styron Lender's consent and the Swiss Sellers' consent have been obtained (such consent of the Styron Lender and the Swiss Sellers not to be withheld if the Swiss Sellers would be in compliance with the Non-Bank Rules following such transfer).

17.1.3

No transfer by a Lender of a Loan to another person shall be effective unless a fully executed copy of an agreement effecting a novation of the rights of the transferor of such Loan under this Agreement to the transferee has been delivered to the Master Purchaser and the Cash Manager.

17.1.4

Subject to Clause 17.1.1 (and subject to the envisaged issuance of asset-backed commercial papers by the Regency Lender), no Lender shall enter into any arrangement with another person under which such Lender substantially transfers its exposure under the Loans to that other person, unless under such arrangement throughout the life of such arrangement:

(a)

the relationship between the Lender and that other person is that of a debtor and creditor (including in the bankruptcy or similar event)

(b)

the other person will have no proprietary interest in the benefit of this Agreement or in any monies received by the Lender under or in relation to this Agreement; and

(c)

the other person will under no circumstances (other than permitted transfers under Clause 17.1.1) be subrogated to, or substituted in respect of, the Lender's claims under this Agreement; and (ii) have otherwise any contractual relationship with, or rights against, the Master Purchaser under or in relation to this Agreement.

17.2	Security

The Styron Lender may grant a security interest over its rights in the Styron Loans to the extent that such grant (i) does not constitute an assignment or a transfer of the Styron Loans and (ii) will not result in an assignment or a transfer of the Styron Loan other than in accordance with the terms of the Transaction Documents.

17.3	[Reserved]

17.4	Further Assurances

In the case of a transfer by Lender to another person or by a transferee pursuant to Clause 17.1 (Assignments and transfers by the Lenders) to another person, the transferor shall deliver to the transferee(s) a duly executed agreement, and the transferor shall promptly execute and deliver all further instruments and documents, and take all further action, that the transferee may reasonably request, in order to protect, or more fully evidence the transferee's right, title and interest in and to such interest and to enable the Styron Security Trustee, on behalf of such transferee, to exercise or enforce any rights hereunder and under the Styron Security Deed to which such transferor is or, immediately prior to such transfer, was a party.

17.5	Effect of Novation

To the extent that such an agreement is required by this Agreement or is otherwise entered into to give effect to a transfer, any such agreement shall:

(a)

transfer to the transferee all of the rights and obligations of the transferor hereunder and under the Styron Security Deed to which such transferor is or, immediately prior to such transfer, was a party with respect to such interest for all purposes of the Styron Security Deed to which such transferor is or immediately prior to such transfer, was a party;

(b)

provide that the transferor shall relinquish its rights with respect to such interest for all purposes of this Agreement and under the Styron Security Deed to which such transferor is or immediately prior to such transfer, was a party or had a beneficial entitlement;

(c)

provide that the transferee shall undertake with the transferor and each of the other parties to this Agreement that it will perform in accordance with the terms all those obligations which by the terms of this Agreement and the Styron Security Deed will be assumed by it after execution of this Agreement and satisfaction of the conditions (if any) subject to which this Agreement is expressed to take effect;

(d)

provide that any transferee shall make its own credit decisions in taking or not taking action under this Agreement and the Styron Security Deed;

(e)

provide that it appoints and authorises the Styron Security Trustee to take such action as agent on any transferee's behalf and to exercise such powers and discretion under this Agreement and the Styron Security Deed as are delegated to the Styron Security Trustee by the terms thereof, together with such powers and discretion as are reasonably incidental thereto;

(f)

provide that the transferee will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the Styron Security Deed are required to be performed by it as a transferor;

(g)

provide that the transferee will undertake to the Styron Security Trustee, any successor Styron Security Trustee or any Receiver (as the case may be) that it will not take any corporate action or other steps or legal proceedings for the winding up, examinership, dissolution or re-organisation or for the appointment of an Insolvency Official in relation to the Master Purchaser;

(h)

provide that the transferee will make no representation or warranty or assume any responsibility whatsoever with respect to the Loans, the Master Purchaser or this Agreement; and

(i)

provide that the transferee becomes a party to any relevant Transaction Document.

18	CASH MANAGER AS AGENT OF THE MASTER PURCHASER

Pursuant to the Cash Management Agreement, the Cash Manager has agreed to act as agent of the Master Purchaser solely in respect of the rights, obligations, functions and powers of the Master Purchaser as specified in this Agreement.

SECTION I
administration

20	PAYMENT MECHANICS

20.1	Payments by Master Purchaser

Subject to Clause 11 (Taxes) and notwithstanding the provisions of this Clause 20 (Payment Mechanics):

(a)

on each date on which this Agreement requires an amount denominated in US Dollars to be paid by the Master Purchaser, the Master Purchaser shall make the same available to the Lenders by payment in US Dollars and in immediately available, freely transferable, cleared funds to the relevant Lender's Account as specified in the Account Details; and

(b)

on each date on which this Agreement requires an amount denominated in Euro to be paid by the Master Purchaser, the Master Purchaser shall make the same available to the Lenders by payment in Euro and in immediately available, freely transferable, cleared funds to the relevant Lender's Account as specified in the Account Details.

20.2	Currency of Account

US Dollars or Euro (as applicable) is the currency of account and payment for each and every sum at any time due from the Master Purchaser hereunder.

20.3	Payment by the Lenders

On each date on which this Agreement requires an amount and subject in the case of the Styron Loans to clause 18.5 (Styron Lender, Master Purchaser, Swiss Sellers, Swiss Servicers, Dutch Seller and Dutch Servicer Set-Off) of the Framework Deed:

(a)

denominated in US Dollars to be paid by a Lender hereunder, such Lender shall make the same available to the Master Purchaser by payment in US Dollars and in immediately available cleared funds to the Master Purchaser USD Account; and

(b)

denominated in Euro to be paid by a Lender hereunder, the Lenders shall make the same available to the Master Purchaser by payment in Euro and in immediately available cleared funds to the Master Purchaser EUR Account.

For the avoidance of doubt, the obligations of the Lenders under this Clause 20.3 (Payment by the Lenders) are several and not joint.

20.4	Payment Day not a Business Day

(a)

If the date on which any payment is to be made under this Agreement is not a Business Day, then the Lender shall not be entitled to payment of such amount until the next following business day and shall not be entitled to any further interest or other payment in respect of any such delay.

(b)

In this Agreement, 'Business Day' shall be construed as a reference to a day (other than Saturday or Sunday) on which banks are generally open for business in London and Dublin and, in relation to any date for payment or purchase of euro, which is a TARGET Day.

21	NOTICES

Any notice required to be issued or delivered by the Master Purchaser to the Lenders or vice versa shall be issued or delivered, unless otherwise provided herein, by letter, telephone or facsimile to the address of such person set out in the Notices Details (or to such other address as such party may hereafter specify in writing to the other parties hereto).

22	No action by Lenders or any other Secured Creditor

22.1.1

Notwithstanding any other provisions of the Transaction Documents, only the Styron Security Trustee may pursue the remedies available under the general law or under the Styron Security Deed to

enforce the Security and no Lender or other Secured Creditor shall be entitled to proceed directly against the Master Purchaser to enforce the Security. In particular, none of the Lenders or any other Secured Creditor (nor any person on its or their behalf, other than the Styron Security Trustee where appropriate) are entitled:

(a)

otherwise than as permitted by this Agreement, to direct the Styron Security Trustee to enforce the Security or take any proceedings against the Master Purchaser to enforce the Security;

(b)

to take or join any person in taking any steps against the Master Purchaser for the purpose of obtaining payment of any amount due by the Master Purchaser to such Lenders or any other Secured Creditors;

(c)

until the date falling two years after the Final Discharge Date, to initiate or join any person in initiating any Insolvency Proceeding in relation to the Master Purchaser; or

(d)

to take or join in the taking of any steps or proceedings which would result in the Payments Priorities not being observed.

23	Limited Recourse

23.1.1

Each Lender agrees with the Master Purchaser that notwithstanding any other provision of any Transaction Document, all obligations of the Master Purchaser to such Lender, including, without limitation, the Obligations, are limited in recourse as set out below:

(a)

(b)

sums payable to such Lender in respect of the Master Purchaser's obligations to such Lender shall be limited to the lesser of (a) the aggregate amount of all sums due and payable to such Lender and (b) the aggregate amounts received, realised or otherwise recovered by or for the account of the Master Purchaser in respect of the Charged Property whether pursuant to enforcement of the Security or otherwise, net of any sums which are payable by the Master Purchaser in accordance with the Payments Priorities in priority to or pari passu with sums payable to such Lender; and

(c)

upon the Styron Security Trustee giving written notice to the Lenders that it has determined in its sole opinion, that there is no reasonable likelihood of there being any further realisations in respect of the Charged Property (whether arising from an enforcement of the Security or otherwise) which would be available to pay unpaid amounts outstanding under the Relevant Transaction Documents, the Lenders shall have no further claim against the Master Purchaser in respect of any such unpaid amounts and such unpaid amounts shall be extinguished and discharged in full.

23.1.2

Notwithstanding any other provision of this Agreement or any Transaction Document, no recourse under any obligation, covenant, or agreement of any party (acting in any capacity whatsoever) contained in any Transaction Document shall be had against any shareholder, officer, director, employee or agent of the Master Purchaser or the Regency Lender or the Styron Security Trustee as such, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise, it being expressly agreed and understood that each Transaction Document is a corporate obligation of the relevant party and no personal liability shall attach to or be incurred by the shareholders, officers, agents, employees or directors of any party as such, or any of them, under or by reason of any of the obligations, covenants or agreements contained in any Transaction Document, or implied therefore, and that any and all personal liability for breaches by such party of any such obligations, covenants or agreements, either at law or by statute or constitution, of every such shareholder, officer, agent, employee or director is hereby expressly waived by the other parties as a condition of and consideration for the execution of this Framework Deed.

Schedule 4
FORM OF UTILISATION REQUEST

To:[Regency Assets Designated Activity Company / Trinseo Ireland Global IHB Limited]

From:Styron Receivables Funding Designated Activity Company

Dated:[•]

Dear Sirs / Madams

Styron Receivables Funding Designated Activity Company – Amended and Restated Loan Facility Agreement
dated 12 August 2010 (as amended or amended and restated from time to time (the 'Agreement')

1.	We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

2.	We wish to borrow the following Loans on the following terms:

Proposed Utilisation Date:[ ] (or, if that is not a Business Day, the next Business Day)

Loan to be utilised:[ ]

Currency of Loan:[ ]

Additional Principal Amount:[ ]

3.	[In relation to the utilisation of the above Loans, we hereby designate Belarus, Egypt, Russia and Turkey as Eligible Countries.]

4.	[In relation to the utilisation of the above Loans, we hereby designate South Africa as an Unrestricted Country.]

5.	We confirm that each condition specified in Clause 4.2 (Additional Conditions Precedent) of the Agreement is satisfied on the date of this Utilisation Request.

6.	We warrant that each of the Master Purchaser Warranties is true on and as of the date of this Utilisation Request.

7.	We certify that, after giving effect to the proposed Loan, when aggregated with all Loans, the Total Facility Limit is not exceeded.

Yours faithfully

_________________________

Authorised signatory for

Styron Receivables Funding Designated Activity Company

Schedule 5
STYRON LENDER REPRESENTATIONS AND WARRANTIES

(a)

Status of Trinseo Ireland Global IHB Limited: it is duly incorporated with limited liability and validly existing under the laws of Ireland and (A) is duly qualified to do business in every jurisdiction where the nature of its business requires it to be so qualified and, (B) is duly qualified to do business in all other jurisdictions where the nature of its business requires it to be so qualified save where failure to do so would not have a Material Adverse Effect; it is exclusively established in Ireland;

(b)

Capacity and authorisation: The execution, delivery and performance by the Styron Lender of this Agreement or of any other Transaction Document to which it is a party and any other documents to be delivered by it hereunder (i) are within its corporate powers, (ii) have been duly authorised by all necessary corporate action, (iii) do not contravene (A) its corporate purpose, (B) any law, rule or regulation applicable to it which would result in a Material Adverse Effect, (C) any contractual restriction binding on or affecting it or its property which would result in a Material Adverse Effect or (D) any order, writ, judgement, award, injunction or decree binding on or affecting it or its property which has a Material Adverse Effect. This Agreement has been duly executed and delivered by the Styron Lender;

(c)

Consents: no authorisation or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Styron Lender of this Agreement or any other Transaction Document to which it is a party or any other document to be delivered by it hereunder;

(d)

Legal Validity: This Agreement and any other Transaction Document to which the Styron Lender is a party constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally.

(e)

No Default: no event has occurred which constitutes, or which with the giving of notice or the lapse of time or a relevant determination would constitute, a contravention of, or default under, any such law, statute, decree, rule, regulation, order, judgment, injunction, decree, resolution, determination or award by which the Styron Lender or any of its assets is bound or affected, being a contravention or default which could reasonably be expected to have a Material Adverse Effect;

(f)

Solvency: it is solvent, not overindebted and able and expects to be able to pay its debts as they fall due and has not suspended or threatened to suspend making payments (whether of principal or interest) with respect to all or any class of its debts and will not become insolvent, overindebted or unable to pay its debts in consequence of the entry into and performance of this Agreement or any other obligation or transaction contemplated in the Transaction Documents;

(g)

Suspect period: the transactions undertaken by the Styron Lender as described in the Transaction Documents are and will be transactions at an at arm's length consideration, are and will not be undertaken with the intent to discriminate against its creditors or to benefit some of its creditors to the detriment of others and will not be liable to be avoided or set aside on any basis under the insolvency laws of Ireland; and

(h)	Licences: it has all necessary licences for the performance of its obligations under the Transaction Documents.

[SIGNATURE BLOCKS DELETED FOR THE PURPOSES OF AN AMENDMENT]

THIS GUARANTEE AGREEMENT is made on 12 August 2010 as amended and restated on 24 May 2011, 30 May 2013, 31 October 2016 and on the 2024 Amendment Effective Date (the 'Agreement')

BETWEEN:

(1)TRINSEO HOLDING S.À R.L. (formerly STYRON HOLDING S.À R.L), a Luxembourg private limited liability company (société à responsabilité limitée) with registered office at 26 boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 153.582 (the 'Guarantor');

(2)

(3)

STYRON RECEIVABLES FUNDING DESIGNATED ACTIVITY COMPANY, a limited liability company incorporated in the Republic of Ireland with registration number 486138, having its registered office at Ground Floor, Two Dockland Central, Guild Street, North Dock, Dublin 1, Dublin, D01 K2C5, Ireland, and its permitted successors and assigns (the 'Master Purchaser' and a 'Beneficiary'); and

(4)

REGENCY ASSETS DESIGNATED ACTIVITY COMPANY, a company incorporated in Ireland with registration number 272959, having its registered office at Block A, George's Quay Plaza, George's Quay Dublin 2, Ireland (the 'Regency Lender' and a 'Beneficiary' and together with The Law Debenture Trust Corporation PLC, Styron Receivables Funding Designated Activity Company and Regency Assets Designated Activity Company, the 'Beneficiaries').

IT IS AGREED as follows:

WHEREAS:

(A)	The Master Purchaser has agreed to purchase Receivables from the Sellers pursuant to the Master Receivables Purchase Agreements.

(B)	The Master Purchaser will appoint or has appointed the Servicers to act for it in the performance of certain services in relation to the Receivables upon the terms and subject to the conditions contained in the Servicing Agreements.

IT IS HEREBY AGREED as follows:

1	DEFINITIONS AND INTERPRETATION

1.1

Capitalised terms in this Agreement shall, except where the context otherwise requires and save where otherwise defined in this Agreement, have the meanings given to them in clause 2.1 of the Master Definitions and Framework Deed (including any schedules to such deed referred to or incorporated by reference to such terms in Clause 2.1) executed by, among others, each of the parties to this Agreement (the 'Framework Deed') on 12 August 2010 (as amended or amended and restated on 17 August 2010, 24 May 2011, 4 July 2012, 30 May 2013, 25 June 2015, 4 February 2016, 31 October 2016, 21 December 2017, 28 September 2018, 24 September 2021, 24 November 2021, 31 March 2023, 23 November 2023 and on the 2024 Amendment Effective Date and as it may be further amended, varied or supplemented from time to time with the consent of the parties to it) and this Agreement shall be construed in accordance with the principles of construction set out in the Framework Deed.

1.2

1.3	This Agreement is the Guarantee Agreement referred to in the Framework Deed.

2	GUARANTEE

2.1	The Guarantor irrevocably and unconditionally guarantees as a primary and independent obligation to the Styron Security Trustee (for itself and on trust for the other Beneficiaries) the due and punctual observance and performance of all obligations, conditions and covenants on the part of:

2.1.1

each Swiss Seller contained in the Swiss Receivables Purchase Agreement and agrees to pay from time to time on first demand any and every sum or sums of money which that Swiss Seller is at any time liable to pay to the Beneficiaries under or pursuant to the Swiss Receivables Purchase Agreement and which has become due and payable and has not been paid at the time such demand is made;

2.1.2

the German Seller contained in the German Receivables Purchase Agreement and agrees to pay from to time on first demand any and every sum or sums of money which the German Seller is at any time liable to pay to the Beneficiaries under or pursuant to the German Receivables Purchase Agreement and which has become due and payable and has not been paid at the time such demand is made;

2.1.3

the Dutch Seller contained in the Dutch Receivables Purchase Agreement and agrees to pay from to time on first demand any and every sum or sums of money which the Dutch Seller is at any time liable to pay to the Beneficiaries under or pursuant to the Dutch Receivables Purchase Agreement and which has become due and payable and has not been paid at the time such demand is made;

2.1.4

each U.S. Seller contained in the U.S. Receivables Purchase Agreement and agrees to pay from to time on first demand any and every sum or sums of money which that U.S. Seller is at any time liable to pay to the Beneficiaries under or pursuant to the U.S. Receivables Purchase Agreement and which has become due and payable and has not been paid at the time such demand is made;

2.1.5

the U.S. Intermediate Transferor contained in the U.S. Intermediate Transfer Agreement and agrees to pay from to time on first demand any and every sum or sums of money which the U.S. Intermediate Transferor is at any time liable to pay to the Beneficiaries under or pursuant to the U.S. Intermediate Transfer Agreement and which has become due and payable and has not been paid at the time such demand is made;

2.1.6

each Swiss Servicer contained in the Swiss Servicing Agreement and agrees to pay from time to time on first demand any and every sum or sums of money which that Swiss Servicer is at any time liable to pay to the Beneficiaries under or pursuant to the Swiss Servicing Agreement and which has become due and payable but has not been paid at the time such demand is made;

2.1.7

the German Servicer contained in the German Servicing Agreement and agrees to pay from time to time on first demand any and every sum or sums of money which the German Servicer is at any time liable to pay to the Beneficiaries under or pursuant to the German Servicing Agreement and which has become due and payable but has not been paid at the time such demand is made;

2.1.8

the Dutch Servicer contained in the Dutch Servicing Agreement and agrees to pay from time to time on first demand any and every sum or sums of money which the Dutch Servicer is at any time liable to pay to the Beneficiaries under or pursuant to the Dutch Servicing Agreement and which has become due and payable but has not been paid at the time such demand is made; and

2.1.9

each U.S. Servicer contained in the U.S. Servicing Agreement and agrees to pay from time to time on first demand any and every sum or sums of money which that U.S. Servicer is at any time liable to pay to the Beneficiaries under or pursuant to the U.S. Servicing Agreement and which has become due and payable but has not been paid at the time such demand is made.

2.2

The Guarantor irrevocably and unconditionally agrees as a primary and independent obligation to indemnify each Beneficiary from time to time on demand from and against any loss it incurs as a result of any of the Sellers' or the Servicers' obligations under or pursuant to a Master Receivables Purchase Agreement or a Servicing Agreement being or becoming void, voidable, unenforceable or ineffective as against the applicable Seller or Servicer for any reason whatsoever, save for any

reason which is a consequence of such Beneficiary's breach of a material term of the applicable Master Receivables Purchase Agreement or Servicing Agreement or such Beneficiary being negligent or acting fraudulently whether or not known to such Beneficiary or any other person, the amount of such loss being the amount which such Beneficiary would otherwise have been entitled to recover from the applicable Seller or the applicable Servicer (as applicable). The amount payable under this indemnity will not exceed the amount it would have had to pay under this Clause 2 if the amount claimed had been recoverable on the basis of a guarantee.

2.3

The Guarantor irrevocably and unconditionally agrees as a primary and independent obligation to indemnify each Beneficiary from time to time on demand from and against any and all secondary or joint liability claims made by any tax authority for any Swiss or foreign VAT unpaid by a Seller and chargeable with respect to taxable supplies of goods or services the consideration for which has been assigned as Receivables by a Seller to the Master Purchaser pursuant to a Master Receivables Purchase Agreement.

2.4

The obligations of the Guarantor herein contained shall constitute and be continuing obligations notwithstanding any settlement of account or other matter or thing whatsoever and shall not be considered satisfied by any intermediate payment or satisfaction of all or any of the obligations of a Seller or a Servicer under the applicable Master Receivables Purchase Agreement or Servicing Agreement and shall continue in full force and effect until final payment in full of all amounts owing by the Sellers or the Servicers under the applicable Master Receivables Purchase Agreement or Servicing Agreement and total satisfaction of all the actual and contingent obligations of the Sellers and the Servicers under the applicable Master Receivables Purchase Agreement and Servicing Agreement.

2.5	The obligations of the Guarantor herein contained shall not be discharged, impaired or otherwise affected by:

2.5.1

the bankruptcy, winding-up, dissolution, administration or re-organisation of a Seller, a Servicer or any other person or any change in its status, function, control or ownership;

2.5.2

any of the obligations of a Seller, a Servicer or any other person hereunder being or becoming illegal, invalid, unenforceable or ineffective in any respect;

2.5.3

time being granted or agreed to be granted to a Seller or any other person in respect of its obligations under a Master Receivables Purchase Agreement to which such Seller is a party or any other agreement;

2.5.4

time being granted or agreed to be granted to a Servicer or any other person in respect of its obligations under a Servicing Agreement;

2.5.5

any amendment to, or any variation, waiver or release of, any obligations of a Seller or any other person under a Master Receivables Purchase Agreement or any other agreement;

2.5.6

any amendment to, or any variation, waiver or release of, any obligations of a Servicer or any other person under a Servicing Agreement or any other agreement;

2.5.7

any failure to take or fully take, any security contemplated hereby or otherwise agreed to be taken in respect of the obligations of a Seller under a Master Receivables Purchase Agreement;

2.5.8

any failure to take, or fully to take, any security contemplated hereby or otherwise agreed to be taken in respect of the obligations of a Servicer under a Servicing Agreement; or

2.5.9

any other act, event or omission which, but for this Clause 2.5, might operate to discharge, impair or otherwise affect any of the obligations of the Guarantor herein contained or any other rights, power or remedies conferred upon the Beneficiaries by this Agreement.

2.6

The Guarantor agrees that, so long as any amounts are or may be owed by the Sellers or the Servicers under a Master Receivables Purchase Agreement or a Servicing Agreement, or a Seller or a Servicer is under any actual or contingent obligations hereunder or under a Master Receivables Purchase Agreement or a Servicing Agreement, the Guarantor shall not exercise any rights which the Guarantor may at any time have, by reason of the performance by it of its obligations hereunder:

2.6.1

to be indemnified by the Sellers or the Servicers; or

2.6.2

to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Beneficiaries hereunder.

2.7

Any settlement or discharge given by the Beneficiaries to the Guarantor in respect of the Guarantor's obligations under this Guarantee or any other agreement reached between the Beneficiaries and the Guarantor in relation to it shall be, and be deemed always to have been, void if any act on the faith of which the Beneficiaries gave the Guarantor that settlement or discharge or entered into that agreement is subsequently avoided by or in pursuance of any provision of law.

2.8	The Beneficiaries shall not be obliged before exercising any of the rights, powers or remedies conferred upon it in respect of the Guarantor by this Guarantee or by law:

2.8.1

to make any demand of a Seller or a Servicer;

2.8.2

to take any action or obtain judgment in any court against a Seller or a Servicer;

2.8.3

to make or file any claim or proof in a bankruptcy of a Seller or a Servicer;

2.8.4

to enforce or seek to enforce any security taken in respect of any of the obligations of a Seller under the applicable Master Receivables Purchase Agreement; or

2.8.5

to enforce or seek to enforce any security taken in respect of any of the obligations of a Servicer under the applicable Servicing Agreement.

2.9

For the avoidance of doubt none of the Sellers, the Servicers or the Guarantor shall have any liability for any obligation of an Obligor under any Receivable and nothing herein shall constitute a guarantee of, indemnity related to or similar obligation by a Seller, a Servicer or the Guarantor of any Receivable or of any Obligor.

2.10

The provisions of clause 22 (Extension of Styron Security Trustee's Protection) of the Styron Security Deed shall apply to this Agreement as if set out in full herein mutatis mutandis as if references therein to a Transaction Document were to this Agreement and as if references therein to the Secured Creditors were references to the Beneficiaries.

3	REPRESENTATIONS AND WARRANTIES

3.1	The Guarantor represents and warrants to the Beneficiaries, as at the date of this Agreement and on each Monthly Payment Date on the terms of the Guarantor Warranties.

3.2	The Guarantor Warranties shall remain in force until the Final Legal Maturity Date but without prejudice to any right or remedy of the Beneficiary arising from any breach of the Guarantor Warranties prior to such date.

4	UNDERTAKINGS

4.1	The Guarantor covenants as of the date of this Agreement to the Beneficiaries, on the terms of the Guarantor Covenants.

4.2	The Guarantor Covenants shall remain in force until the Final Legal Maturity Date but without prejudice to any right or remedy of the Beneficiaries arising from the breach of the Guarantor Covenants prior to such date.

5	GUARANTEE EVENT

5.1	Each of the events or circumstances set out in this Clause 5 shall constitute a 'Guarantee Event':

5.1.1

The Guarantor shall default in the observance or performance of any provision of this Agreement which default is not remedied within 15 days.

5.1.2

Any representation or warranty made (or deemed made) herein, or in any statement or certificate furnished by the Guarantor pursuant hereto proves untrue in any material respect as of the date of the making (or deemed making) thereof.

5.1.3

The Guarantor fails to pay any amount due under this Agreement.

Schedule 1
REPRESENTATIONS AND WARRANTIES

The Guarantor is a private limited liability company (société à responsabilité limitée) existing and duly incorporated under the laws of the Grand-Duchy of Luxembourg, having its registered office at 26 boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B 153.582 with full power and authority to own its property and assets and to carry on its business as it is being conducted.

The Guarantor is in full compliance with the Luxembourg law dated 31 May 1999 on the domiciliation of companies, as amended (and the relevant regulations) imposing certain requirements on companies having established its registered office with a third party (other than a shareholder exercising a significant influence on the conduct of the domiciled company's business) providing certain administrative services to such company;

3	The registered office, the principal place of management and the centre of main interest of the Guarantor (as defined in the Council Regulation 1346/2000 on insolvency proceedings (the 'Regulation 1346/2000')) is in the Grand Duchy of Luxembourg.

4	No Insolvency Event has occurred in respect of the Guarantor.

5	The Guarantor has the requisite power and authority to enter into the Guarantee Agreement and the Framework Deed and to undertake and perform the obligations expressed to be assumed by it thereunder.

6	The Guarantee Agreement and the Framework Deed have been duly executed by the Guarantor.

7	All acts, conditions and things required to be done, fulfilled and performed in order:

(a)

to enable the Guarantor lawfully to enter into the Guarantee Agreement and the Framework Deed;

(b)

to enable the Guarantor lawfully to exercise its rights under and perform and comply with the obligations expressed to be assumed by it in the Guarantee Agreement and the Framework Deed;

(c)

to ensure that the obligations expressed to be assumed by it under the Guarantee Agreement and the Framework Deed, are legal, valid, binding and enforceable against it subject to insolvency laws of mandatory application,

have been done, fulfilled and performed and are in full force and effect or, as the case may be, have been effected and no steps have been taken to challenge, revoke or cancel any such authorisation obtained or effected.

The entry by the Guarantor into and the execution (and, where appropriate, delivery) of the Guarantee Agreement and the Framework Deed and the performance by the Guarantor of its obligations under the Guarantee Agreement and the Framework Deed, do not and will not conflict with or constitute a breach or infringement of any of the terms of, or constitute a default by the Guarantor under:

(a)

any Requirement of Law or any Regulatory Direction;

(b)

the Guarantor's articles of association; or

(c)

any agreement, indenture, contract, mortgage, deed or other instrument to which the Guarantor is a party or which is binding on it or any of its assets,

where such conflict, breach, infringement or default could reasonably be expected to result in a Material Adverse Effect.