ASHLAND INC.,

as the Exiting Originator and as Servicer

By:

Name:

Title:

aExiting Lender. The Borrower and ​ agree that upon the effectiveness of this Amendment, the Exiting Lender shall cease to be a party to the Credit Agreement and shall have no further rights or obligations thereunder; provided that the Exiting Lender shall continue to have all rights and obligations under any provision of the Credit Agreement that by its terms would survive termination of the Credit Agreement.

Effective as of the Amendment No. 2 Effective Date (as defined below) (but immediately prior to giving effect to Sections 3, 4 and 5 of this Amendment), the Exiting Lenders’ respective Commitments, Loans, LC Exposures and Swingline Exposures shall be assigned and reallocated to the Increasing Lenders, such that after giving effect to such assignments and reallocations (the “Reallocations”), # the Commitments of the Lenders shall be as set forth on Annex II attached hereto and # the principal amount of the Loans owing to each Lender shall be equal to such Lender’s Applicable Percentage (determined by reference to such Lender’s Commitment as set forth on Annex II attached hereto) of the aggregate principal amount of all Loans outstanding at such time. With respect to the Reallocations, each Increasing Lender shall be deemed to have acquired the Commitment assigned and reallocated to it from each of the Exiting Lenders pursuant to the terms of the Assignment and Assumption attached as [Exhibit A] to the Credit Agreement as if each such Increasing Lender had executed an Assignment and Assumption with respect to such Reallocations. Each of the Borrower, each Issuing Bank, the Swingline Lender and the Administrative Agent hereby consents to the Reallocations.

The Exiting Originator desires to no longer be party to the Purchase and Sale Agreement as an Originator thereunder effective as of the date hereof.

Each Exiting Lender hereby consents to # this Agreement and the transactions contemplated hereby and # the assignment of such Exiting Lender’s Revolving Credit Loans, Revolving Credit Commitments, Term Loans and the Term Loan Commitments (each as defined in the Existing Agreement), as applicable, in accordance with the pro forma Revolving Credit Loans, Revolving Credit Commitments, Term Loans and the Term Loan Commitments set forth on [Schedule 2.1] notwithstanding that no Assignment and Assumption may be executed and delivered to Administrative Agent. From and after the Closing Date, no Exiting Lender will constitute a “Lender” hereunder or have any further rights to consent to any further amendment, restatement, amendment and restatement, supplement, waiver, forbearance or modification of any type to any Loan Documents or with respect to any Obligated Party or the Collateral.

Fire rated stairways serving all occupied floors with two stairways extending to the roof via a roof hatch. Stairway and exiting widths are based on typical office occupancy loads.

Defaulting Lenders. Notwithstanding anything to the contrary contained in this Agreement, this Section 2.2 shall be subject to the terms and conditions of [Section 5.14] and [Section 5.15].

Defaulting Lenders. Notwithstanding the [foregoing [clause (a)]], if there exists a Defaulting Lender each payment by the Borrower to such Defaulting Lender hereunder shall be applied in accordance with [Section 5.15(a)(ii)].

Incremental Lenders. An Incremental Commitment may be provided by any existing Lender or other Person that is an Eligible Assignee (each such existing Lender or other Person that agrees to provide an Incremental Term Loan Commitment, an “Incremental Term Loan Lender” and each such existing Lender or other Person that agrees to provide a Revolving Commitment Increase, a “Revolving Facility Increasing Lender” and, together with each Incremental Term Loan Lender, each, an “Incremental Lender”); provided that each Incremental Lender shall be subject to the consent (in each case, not to be unreasonably withheld or delayed) of the Administrative Agent and, with respect to each Revolving Facility Increasing Lender, each L/C Issuer and each Swing Line Lender. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to provide an Incremental Commitment pursuant to this [Section 2.9] and any election to do so shall be in the sole discretion of such Lender.

Disqualified Lenders. The Administrative Agent shall post the list of Disqualified Lenders provided by the Borrower and any updates thereto from time to time on Intralinks or another similar electronic system to “public siders” and/or “private siders” and/or provide such list to each Lender requesting the same. The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions relating to Disqualified Lenders.