RECEIVABLES PURCHASE AGREEMENT DATED AS OF SEPTEMBER 11, 2012 BY AND AMONG LYB RECEIVABLES LLC, as Seller, LYONDELL CHEMICAL COMPANY, as initial Servicer, THE VARIOUS CONDUIT PURCHASERS, RELATED COMMITTED PURCHASERS, LC PARTICIPANTS AND PURCHASER...

Exhibit 10.1

EXECUTION COPY

RECEIVABLES PURCHASE AGREEMENT

DATED AS OF SEPTEMBER 11, 2012

BY AND AMONG

LYB RECEIVABLES LLC,

as Seller,

LYONDELL CHEMICAL COMPANY,

as initial Servicer,

THE VARIOUS CONDUIT PURCHASERS, RELATED COMMITTED PURCHASERS,

LC PARTICIPANTS AND PURCHASER AGENTS FROM TIME TO TIME PARTY

HERETO,

PNC BANK, NATIONAL ASSOCIATION,

as LC Bank,

AND

PNC BANK, NATIONAL ASSOCIATION,

as Administrator


TABLE OF CONTENTS	Page

ARTICLE I. AMOUNTS AND TERMS OF THE PURCHASES		1
Section 1.1 Purchase Facility		1
Section 1.2 Making Purchases		3
Section 1.3 Purchased Interest Computation		5
Section 1.4 Settlement Procedures		5
Section 1.5 Fees		10
Section 1.6 Payments and Computations, Etc		10
Section 1.7 Increased Costs		11
Section 1.8 Break Funding Costs		13
Section 1.9 Inability to Determine the Euro-Rate		13
Section 1.10 Taxes		14
Section 1.11 Letters of Credit		18
Section 1.12 Issuance of Letters of Credit; Participations		18
Section 1.13 Requirements For Issuance of Letters of Credit		19
Section 1.14 Disbursements, Reimbursement		19
Section 1.15 Repayment of Participation Advances		20
Section 1.16 Documentation		21
Section 1.17 Determination to Honor Drawing Request		21
Section 1.18 Nature of Participation and Reimbursement Obligations		22
Section 1.19 Liability for Acts and Omissions		23
Section 1.20 Intended Tax Treatment		25

ARTICLE II. REPRESENTATIONS AND WARRANTIES; COVENANTS; TERMINATION EVENTS		25
Section 2.1 Representations and Warranties; Covenants		25
Section 2.2 Termination Events		25
ARTICLE III. INDEMNIFICATION		25
Section 3.1 Indemnities by the Seller		25
Section 3.2 Indemnities by the Servicer		28

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TABLE OF CONTENTS

(continued)


	Page

ARTICLE IV. ADMINISTRATION AND COLLECTIONS		28

Section 4.1 Appointment of the Servicer		28

Section 4.2 Duties of the Servicer		30

Section 4.3 Account Arrangements		31

Section 4.4 Enforcement Rights		31

Section 4.5 Responsibilities of the Seller		33

Section 4.6 Servicing Fee		33

Section 4.7 Authorization and Action of the Administrator and Purchaser Agents		33

Section 4.8 Nature of Administrator’s Duties; Delegation of Administrator’s Duties; Exculpatory Duties		34

Section 4.9 UCC Filings		35

Section 4.10 Agent’s Reliance, Etc		36

Section 4.11 Administrator and Affiliates		37

Section 4.12 Notice of Termination Events		37

Section 4.13 Non-Reliance on Administrator, Purchaser Agents and other Purchasers; Administrators and Affiliates		37

Section 4.14 Indemnification		38

Section 4.15 Successor Administrator		39

ARTICLE V. MISCELLANEOUS		39

Section 5.1 Amendments, Etc		39

Section 5.2 Notices, Etc		40

Section 5.3 Successors and Assigns; Assignability; Participations; Replacement of Purchasers		41

Section 5.4 Costs and Expenses		45

Section 5.5 No Proceedings; Limitation on Payments		45

Section 5.6 Confidentiality		46

Section 5.7 GOVERNING LAW AND JURISDICTION		47

Section 5.8 Execution in Counterparts		47

Section 5.9 Survival of Termination		47

Section 5.10 WAIVER OF JURY TRIAL		47

Section 5.11 Entire Agreement		48

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TABLE OF CONTENTS

(continued)


	Page

Section 5.12 Headings		48

Section 5.13 Right of Setoff		48

Section 5.14 Purchaser Groups’ Liabilities		48

Section 5.15 Sharing of Recoveries		48

Section 5.16 Defaulting Purchasers		49

Section 5.17 USA Patriot Act		50

Section 5.18 Release of Security Interests		50

Section 5.19 Construction		51

Section 5.20 Interpretation; Accounting Terms and Principles		51


EXHIBIT I		DEFINITIONS
EXHIBIT II		CONDITIONS OF PURCHASES
EXHIBIT III		REPRESENTATIONS AND WARRANTIES
EXHIBIT IV		COVENANTS
EXHIBIT V		TERMINATION EVENTS

SCHEDULE I		CREDIT AND COLLECTION POLICY
SCHEDULE II		LOCK-BOX BANKS, LOCK-BOXES AND LOCK-BOX ACCOUNTS
SCHEDULE III		[RESERVED]
SCHEDULE IV		PURCHASER GROUPS AND MAXIMUM COMMITMENTS
SCHEDULE V		PAYMENT INSTRUCTIONS
SCHEDULE VI		EXCLUDED OBLIGORS

ANNEX A		FORMS OF INFORMATION PACKAGE
ANNEX B		FORM OF PURCHASE NOTICE
ANNEX C		FORM OF PAYDOWN NOTICE
ANNEX D		FORM OF COMPLIANCE CERTIFICATE
ANNEX E		FORM OF LETTER OF CREDIT APPLICATION
ANNEX F		FORM OF TRANSFER SUPPLEMENT

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This RECEIVABLES PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of September 11, 2012 by and among LYB RECEIVABLES LLC, a Delaware limited liability company, as seller (the “Seller”), LYONDELL CHEMICAL COMPANY, a Delaware corporation (“Lyondell Chemical”), as initial servicer (in such capacity, together with its successors and permitted assigns in such capacity, the “Servicer”), the various CONDUIT PURCHASERS, RELATED COMMITTED PURCHASERS, LC PARTICIPANTS and PURCHASER AGENTS from time to time party hereto, PNC BANK, NATIONAL ASSOCIATION (“PNC”), as issuer of Letters of Credit (in such capacity, together with its successors and assigns in such capacity, the “LC Bank”) and as administrator (in such capacity, together with its successors and assigns in such capacity, the “Administrator”).

PRELIMINARY STATEMENTS.

Certain terms that are capitalized and used throughout this Agreement are defined in, or by reference in, Exhibit I. References in the Exhibits, Schedules and Annexes hereto to the “Agreement” refer to this Agreement, as amended, supplemented or otherwise modified from time to time.

The Seller (i) desires to sell, transfer and assign an undivided percentage ownership interest in a pool of receivables, and the Purchasers desire to acquire such undivided percentage ownership interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Purchasers, and (ii) may, subject to the terms and conditions hereof, request that the LC Bank issue or cause the issuance of one or more Letters of Credit.

In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I.

AMOUNTS AND TERMS OF THE PURCHASES

Section 1.1 Purchase Facility.

(a) On the terms and subject to the conditions hereof, the Seller may, from time to time before the Termination Date, (i) request that (x) the Conduit Purchasers ratably (based on the aggregate Commitments of the Related Committed Purchasers in their respective Purchaser Groups) make purchases (and deemed purchases) of and reinvestments in, or (y) only if a Conduit Purchaser denies such request or is unable to fund (and provides notice of such denial or inability to the Seller, the Administrator and its Purchaser Agent), the Related Committed Purchasers ratably (based on their respective Commitments) make purchases (and deemed purchases) of and reinvestments in, undivided percentage ownership interests with regard to the Purchased Interest from the Seller and (ii) request that the LC Bank issue or cause the issuance of Letters of Credit (each such purchase, deemed purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Related Committed Purchaser

severally hereby agrees, on the terms and subject to the conditions hereof, to make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to (but excluding) the Termination Date, based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (and, in the case of each Related Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank hereby agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make Participation Advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Pro Rata Share of such draws), undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to (but excluding) the Termination Date. Notwithstanding anything set forth in this Section 1.1(a) or otherwise herein to the contrary, under no circumstances shall any Purchaser make any purchase or reinvestment (including, without limitation, any Purchases deemed to have been requested by Seller pursuant to Section 1.14(a)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase:

(i)

any event has occurred and is continuing, or would result from such Purchase, that constitutes a Termination Event or an Unmatured Termination Event;

(ii)

the aggregate outstanding Capital of such Purchaser, when added to all other Capital of all other Purchasers in such Purchaser’s Purchaser Group, would exceed (A) its Purchaser Group’s Group Commitment, minus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount;

(iii)

the Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit;

(iv)

the LC Participation Amount would exceed the aggregate Commitments of the LC Participants;

(v)

the LC Participation Amount would exceed the LC Sub-Limit; or

(vi)

the Purchased Interest would exceed 100%.

The Seller may, subject to this paragraph (a) and the other requirements and conditions herein, use the proceeds of any purchase by the Purchasers hereunder to satisfy any Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.14 below.

(b) The Seller may, upon at least 30 days’ prior written notice to the Administrator and each Purchaser Agent (except as otherwise provided below), terminate the Purchase Facility in whole or, upon at least five (5) days’ prior written notice to the Administrator, from time to time, irrevocably reduce in part the unused portion of the Purchase Limit (but not below the amount that would cause the Aggregate Capital plus the LC Participation Amount to exceed the

Purchase Limit or would cause the Group Capital of any Purchaser Group to exceed its Group Commitment, in each case after giving effect to such reduction); provided, that each partial reduction shall be in the amount of at least $5,000,000, or an integral multiple of $1,000,000 in excess thereof, and that, unless terminated in whole, the Purchase Limit shall in no event be reduced below $500,000,000. The Administrator shall promptly advise the Purchaser Agents of any notice received by it pursuant to this Section 1.1(b). In addition to and without limiting any other requirements for termination, prepayment and/or the funding of the LC Collateral Account hereunder, no termination of the Purchase Facility shall be effective unless and until (i) the amount on deposit in the LC Collateral Account is at least equal to the then outstanding LC Participation Amount plus the Expected LC Fees, (ii) the Aggregate Capital is reduced to zero and (iii) all other amounts owed to the Administrator, the Purchaser Agents and the Purchasers under this Agreement and each of the other Transaction Documents have been paid in full.

Section 1.2 Making Purchases.

(a) The Seller may request a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City time) at least two Business Days before the requested Purchase Date, and which notice shall specify (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) the date of such purchase (which shall be a Business Day) and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchase.

(b) On the date of each purchase requested by the Seller pursuant to Section 1.2(a), each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such Purchaser.

(c) Effective on the date of each Purchase pursuant to this Agreement, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security.

(d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC.

(e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s).

(f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Section 1.3 Purchased Interest Computation.

The Purchased Interest shall be initially computed on the Closing Date. Thereafter, until the Termination Date, the Purchased Interest shall be automatically recomputed (or deemed to be recomputed) on each Business Day other than a Termination Day. On each Termination Day, the Purchased Interest shall be deemed to be 100%. The Purchased Interest shall become zero on the Final Payout Date.

Section 1.4 Settlement Procedures.

(a) The collection of the Pool Receivables shall be administered by the Servicer in accordance with this Agreement. The Seller shall provide to the Servicer on a timely basis all information needed for such administration, including notice of the occurrence of any Termination Day and current computations of the Purchased Interest.

(b) The Servicer shall, on each day on which Collections of Pool Receivables are received (or deemed received) by the Seller or the Servicer:

(i) set aside and hold in trust (and shall, at the request of the Administrator, segregate in a separate account approved by the Administrator) for the benefit of the Purchasers, out of such Collections, an amount equal to the sum of (i) the Aggregate Discount accrued through such day for each Portion of Capital and not previously set aside, (ii) an amount equal to the fees set forth in the Fee Letters accrued and unpaid through such day and not previously set aside, and (iii) an amount equal to the aggregate of the Purchasers’ Share of the Servicing Fee accrued through such day and not previously set aside;

(ii) subject to Section 1.4(f), if such day is not a Termination Day, remit to the Seller, ratably, on behalf of the Purchasers, the remainder of such Collections. Such remainder shall, to the extent representing a return of the Aggregate Capital, be automatically reinvested, ratably, according to each Purchaser’s Capital, in Pool Receivables and in the Related Security, Collections and other proceeds with respect thereto; provided, however, that if, after giving effect to any such reinvestment, (x) the Purchased Interest would exceed 100%, or (y) the Aggregate Capital plus the Adjusted LC Participation Amount would exceed the Purchase Limit then in effect, then the Servicer shall not remit such remainder to the Seller or reinvest, but shall set aside and hold in trust for the Administrator (for the benefit of the Purchasers) (and shall, at the request of the Administrator, segregate in a separate account approved by the Administrator) a portion of such Collections that, together with the other Collections set aside pursuant to this paragraph, shall equal the amount necessary to reduce the Purchased Interest to 100% or cause the Aggregate Capital plus the Adjusted LC Participation Amount not to exceed the Purchase Limit, as the case may be (determined as if such Collections set aside had been applied to reduce the Aggregate Capital and/or

the Adjusted LC Participation Amount at such time), which amount shall be deposited ratably to each Purchaser Agent’s account (for the benefit of its related Purchasers) for distribution and application on the next Settlement Date in accordance with Section 1.4(d); provided, further, that in the case of any Purchaser that has either (i) provided notice to its Purchaser Agent and the Administrator of its refusal, following any request by the Seller to extend the then-current Scheduled Termination Date, to extend its Commitment hereunder or (ii) otherwise not affirmatively consented to any request by the Seller to extend the then-current Scheduled Termination Date (in either case, an “Exiting Purchaser”), then such Purchaser’s ratable share (determined according to outstanding Capital and Pro Rate Share of the Adjusted LC Participation Amount) of Collections shall not be reinvested or remitted to the Seller and shall instead be held in trust for the benefit of such Purchaser and applied in accordance with clause (iii) below;

(iii) if such day is a Termination Day (or any Non-Extension Day), set aside, segregate and hold in trust for the benefit of the Purchasers or Exiting Purchasers, as applicable (and shall, at the request of the Administrator, segregate in a separate account approved by the Administrator), the entire remainder of such Collections (or in the case of any Non-Extension Day that is not also a Termination Day, an amount equal to the Exiting Purchasers’ ratable share of such Collections based on their respective Capital; provided, however, that solely for purposes of determining such Exiting Purchasers’ ratable share of such Collections, such Exiting Purchasers’ Capital shall be deemed to remain constant from the first Non-Extension Day until the date such Exiting Purchasers’ Capital has been paid in full; it being understood that if a Termination Day occurs following a Non-Extension Day, such Exiting Purchasers’ Capital shall be recalculated taking into account amounts received by such Exiting Purchasers in respect of this parenthetical and, thereafter, Collections shall be set aside for all Purchasers ratably in respect of their respective Capital (as recalculated)); and

(iv) release to the Seller (subject to Section 1.4(f)) for its own account any Collections in excess of: (w) amounts required to be reinvested in accordance with clause (ii) plus (x) the amounts that are required to be set aside pursuant to clause (i) above, pursuant to the proviso to clause (ii) above and pursuant to clause (iii) above, plus (y) the Seller’s Share of the Servicing Fee accrued and unpaid through such day and all reasonable and appropriate out-of-pocket costs and expenses of the Servicer for servicing, collecting and administering the Pool Receivables plus (z) all other amounts then due and payable by the Seller under this Agreement to the Purchasers, the Purchaser Agents, the Administrator, and any other Indemnified Party or Affected Person.

(c) The Servicer shall, in accordance with the priorities set forth in Section 1.4(d), deposit into the account specified by each Purchaser Agent on each Settlement Date, Collections held for such Purchaser Agent (for the benefit of its related Purchasers) pursuant to Section 1.4(b)(i) or 1.4(f) plus the amount of Collections then held for such Purchaser Agent (for the benefit of its related Purchasers) pursuant to Sections 1.4(b)(ii) and 1.4(b)(iii); provided, that if Lyondell Chemical or an Affiliate thereof is the Servicer, such day is not a Termination Day and the Administrator has not notified Lyondell Chemical (or such Affiliate) that such right is revoked, Lyondell Chemical (or such Affiliate) may retain the portion of the Collections set

aside pursuant to Section 1.4(b)(i) that represents the aggregate of the Purchasers’ Share of the Servicing Fee. On or prior to the last day of each Settlement Period, each Purchaser Agent will notify the Servicer telephonically, by electronic mail or by facsimile of the amount of Discount accrued with respect to each Portion of Capital during such related Settlement Period.

(d) The Servicer shall distribute the amounts described in Section 1.4(c) as follows:

(i) if such distribution occurs on a day that is not a Termination Day:

(A) first, to each Purchaser Agent ratably according to the Discount and Fees accrued during such Settlement Period (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) in payment in full of all such accrued Discount with respect to each Portion of Capital maintained by such Purchasers and all such accrued Fees; it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within such Purchaser Agent’s Purchaser Group ratably according to Discount and Fees, respectively; and

(B) second, if the Servicer has set aside amounts in respect of the Servicing Fee pursuant to Section 1.4(b)(i) and has not retained such amounts pursuant to Section 1.4(c), to the Servicer (payable in arrears on each Settlement Date) in payment in full of the aggregate of the Purchasers’ Share of accrued Servicing Fees so set aside; and

(ii) if such distribution occurs on a Termination Day:

(A) first, to the Servicer (if other than Lyondell Chemical or an Affiliate thereof), in payment in full of the Purchasers’ Share of all accrued Servicing Fees;

(B) second, to each Purchaser Agent ratably (based on the aggregate accrued and unpaid Discount and Fees payable to all Purchasers at such time) (for the benefit of the relevant Purchasers in such Purchaser Agent’s Purchaser Group) in payment in full of all accrued Discount with respect to each Portion of Capital funded or maintained by the Purchasers within such Purchaser Agent’s Purchaser Group and all accrued Fees;

(C) third, to each Purchaser Agent ratably according to the aggregate of the Capital of each Purchaser in each such Purchaser Agent’s Purchaser Group (for the benefit of the relevant Purchasers in such Purchaser Agent’s Purchaser Group) in payment in full of each Purchaser’s Capital; it being understood that each Purchaser Agent shall distribute the amounts described in the first, second and third clauses of this Section 1.4(d)(ii) to the Purchasers within such Purchaser Agent’s Purchaser Group ratably according to Discount, Fees and Capital, respectively;

(D) fourth, to the LC Collateral Account for the benefit of the LC Bank and the LC Participants, the amount necessary to cash collateralize the LC Participation Amount until the amount of cash collateral held in such LC Collateral Account equals 100% of the LC Participation Amount plus the aggregate amount of all LC Participation Fees and LC Fronting Fees to accrue thereon through the scheduled expiration of the related Letters of Credit;

(E) fifth, if the Aggregate Capital and accrued Aggregate Discount with respect to each Portion of Capital for all Purchaser Groups have been reduced to zero, and the aggregate of the Purchasers’ Share of all accrued Servicing Fees payable to the Servicer (if other than Lyondell Chemical or an Affiliate thereof) have been paid in full, to each Purchaser Agent ratably, based on the remaining amounts, if any, payable to each Purchaser in such Purchaser Agent’s Purchaser Group (for the benefit of the relevant Purchasers in such Purchaser Agent’s Purchaser Group), the Administrator and any other Indemnified Party or Affected Person in payment in full of any other amounts owed thereto by the Seller or the Servicer hereunder; and

(F) sixth, to the Servicer (if the Servicer is Lyondell Chemical or an Affiliate thereof) in payment in full of the aggregate of the Purchasers’ Share of all accrued Servicing Fees.

After the Aggregate Capital, Aggregate Discount, fees payable pursuant to the Fee Letters and Servicing Fees with respect to the Purchased Interest, and any other amounts payable by the Seller and the Servicer to each Purchaser Group, the Administrator or any other Indemnified Party or Affected Person hereunder, have been paid in full, and (on and after a Termination Day) after an amount equal to 100% of the LC Participation Amount and the Expected LC Fees is on deposit in the LC Collateral Account, all additional Collections with respect to the Purchased Interest shall be paid to the Seller for its own account.

(e) For the purposes of this Section 1.4:

(i) if on any day the Outstanding Balance of any Pool Receivable is either (A) reduced or canceled as a result of (I) any defective, rejected, returned goods or services, any cash or other discount, or any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (II) any change in or cancellation of any of the terms of such contract or invoice or any other adjustment by the Originator, the Servicer or the Seller which reduces the amount payable by the Obligor on the related Receivable, (III) any rebates, warranties, allowances or charge-backs or (IV) any setoff or credit in respect of any claim by the Obligor thereof (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 defense whatsoever (except the discharge in bankruptcy of the Obligor thereof), in either case, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of such reduction, adjustment, cancellation or dispute and shall, subject to Section 1.4(e)(v), (x) prior to the Termination Date, hold any and all such amounts in trust for the benefit of the Purchasers and their assigns and, on the following Settlement Date, apply such amounts in accordance with this Section 1.4 or (y) on or after the Termination Date, within two (2) Business Days of such reduction or adjustment, pay any and all such amounts in respect thereof to a Lock-Box Account for the benefit of the Purchasers and their assigns and for application pursuant to Section 1.4;

(ii) if (x) the representation and warranty in Section l(j) of Exhibit III is not true on the day such representation and warranty is made or deemed made, (y) if any of the representations or warranties in Section 1(r) of Exhibit III is not true with respect to any Pool Receivable or (z) the Obligor with respect to any Pool Receivable is designated an Excluded Obligor in accordance with Section 4.2(b) on any day, the Seller shall be deemed to have received a Collection of the full Outstanding Balance of such Pool Receivable or such Excluded Receivable existing on the date of such designation, as applicable, and shall, within two (2) Business Days of such designation or of the Seller or the Servicer having knowledge or notice of any such inaccuracy, as applicable, subject to Section 1.4(e)(v), pay the amount of such deemed Collection to a Lock-Box Account (or as otherwise directed by the Administrator at such time) for the benefit of the Purchasers and their assigns and for application pursuant to Section 1.4(b) (Collections deemed to have been received pursuant to Section 1.4(e)(i) or (ii) are hereinafter sometimes referred to as “Deemed Collections”);

(iii) except as provided in Section 1.4(e)(i) and (ii) or as otherwise required by Applicable Law or the relevant Contract, all Collections received from an Obligor of any Receivable shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates that its payment is to be applied to specific Receivables; and

(iv) if and to the extent the Administrator, any Purchaser Agent or any Purchaser shall be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in any Insolvency Proceeding) any amount received by it hereunder, such amount shall be deemed not to have been so received by such Person but rather to have been retained by the Seller and, accordingly, such Person shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof.

(v) so long as no Termination Day then exists, the Seller may satisfy its obligation to deliver the amount of such Deemed Collections to a Lock-Box Account by instead recalculating (or being deemed to have recalculated) the Purchased Interest by decreasing the Net Receivables Pool Balance by the amount of such Deemed Collections, but only so long as the Purchased Interest does not exceed 100% after giving effect to such adjustment.

(f) If at any time the Seller shall wish to cause a voluntary reduction (in whole or in part) of the Aggregate Capital, the Seller may do so as follows:

(i) the Seller shall give the Administrator and each Purchaser Agent written notice in substantially the form of Annex C (each, a “Paydown Notice”) at least two Business Days prior to the date of such reduction, which Paydown Notice shall include, among other things, the amount of such proposed reduction and the proposed date on which such reduction will commence;

(ii) (A) on the proposed date of the commencement of such reduction and on each day thereafter, the Servicer shall cause Collections not to be reinvested until the amount thereof not so reinvested shall equal the desired amount of reduction or (B) the Seller shall remit to each Purchaser Agent’s account (for the benefit of the related Purchasers in such Purchaser Agent’s Purchaser Group), no later than 1:00 p.m. (New York City time), in immediately available funds, an amount equal to the desired amount of such reduction together with accrued and unpaid Aggregate Discount with respect to the amount of the Aggregate Capital reduced thereby and any amount due and payable under Section 1.8(a) in connection therewith, ratably based on such Purchaser Agent’s Purchasers’ portion of the Aggregate Capital reduced thereby and portion of the related Aggregate Discount;

(iii) in the case of clause (ii)(A) above, the Servicer shall hold such Collections in trust for the benefit of the Purchasers ratably (based on their respective Portions of Capital funded thereby) for payment to such Purchaser Agent (for the benefit of the relevant Purchasers in such Purchaser Agent’s Purchaser Group) on the next Settlement Date immediately following the current Settlement Period or such other date approved by the Administrator and each such Purchaser Agent, and the Aggregate Capital (together with the Capital of any related Purchaser) shall be deemed reduced in the amount to be paid to each such Purchaser Agent (on behalf of its related Purchasers) only when in fact finally so paid; and

(iv) any such amounts owing by the Seller pursuant to Section 1.8 related to such reduction shall be distributed pursuant to Section 1.4(c) on the Settlement Date immediately following the date of such reduction;

provided, that the amount of any such reduction shall be not less than $5,000,000 and shall be an integral multiple of $1,000,000.

Section 1.5 Fees.

The Seller shall pay to the Administrator, the Purchaser Agents, the Structuring Agent and the Purchasers, as applicable, certain fees in the amounts and on the dates set forth in (i) that certain fee letter agreement, dated as of Closing Date, among the Seller, the Servicer, the Purchaser Agents (on behalf of their respective Purchaser Groups), the LC Bank, the Structuring Agent and the Administrator (as amended, restated, supplemented or otherwise modified from time to time, the “RPA Fee Letter”) and (ii) that certain fee letter agreement, dated as of the Closing Date, among the Seller, the Servicer, the Administrator, the LC Bank and the Structuring Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Agent Fee Letter”; together with the RPA Fee Letter, individually, a “Fee Letter” and collectively, the “Fee Letters”).

Section 1.6 Payments and Computations, Etc.

(a) All amounts to be paid or deposited by the Seller or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than 1:00 p.m. (New York City time) on the day when due in immediately available funds to each account designated by each applicable Purchaser Agent (for the benefit of the Purchasers in such Purchaser Agent’s Purchaser Group)

and/or the Administrator, as applicable. All amounts received after 1:00 p.m. (New York City time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein (including, without limitation, as set forth in Sections 1.4(b)(ii) or (iii) with respect to Collections held in trust for Exiting Purchasers), each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and Fees, according to the Discount and Fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and Fees), according to the outstanding Capital funded by such Purchasers.

(b) The Seller or the Servicer, as the case may be, shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due hereunder, at an interest rate equal to 2.0% per annum above the Base Rate, payable on demand.

(c) All computations of interest under Section 1.6(b) and all computations of Discount, fees and other amounts hereunder shall be made on the basis of a year of 360 (or 365 or 366, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) days for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next Business Day and such extension of time shall be included in the computation of such payment or deposit.

Section 1.7 Increased Costs.

(a) If after the Closing Date the Administrator, the Structuring Agent, any Purchaser Agent, any Purchaser, any Liquidity Provider or any other Program Support Provider (each an “Affected Person”) determines that any Change in Law affects or would affect the amount of capital required or expected to be maintained by such Affected Person, and such Affected Person determines that the amount of such capital is increased by or based upon the existence of any commitment to make purchases of (or otherwise to maintain the investment in) Pool Receivables or issue any Letter of Credit or any related liquidity facility, credit enhancement facility and other commitments of the same type, then, upon demand by such Affected Person or its related Purchaser Agent (with a copy to the Administrator), the Seller shall promptly pay to the related Purchaser Agent, for the account of such Affected Person, from time to time as specified by such Affected Person or its related Purchaser Agent, additional amounts sufficient to compensate such Affected Person for such increased costs in the light of such circumstances, to the extent that such Affected Person reasonably determines such increase in capital to be allocable to the existence of any of such commitments.

(b) If due to any Change in Law, there shall be any increase after the Closing Date in the cost (other than with respect to Taxes) to any Affected Person of agreeing to purchase or purchasing, or maintaining the ownership of, the Purchased Interest (or its portion thereof and including, without limitation, funding or maintaining its Capital or issuing or participating in any Letter of Credit), then, upon demand by such Affected Person, the Seller shall promptly pay, in accordance with Section 1.7(e), to such Affected Person, from time to time as specified by such Affected Person, additional amounts sufficient to compensate such Affected Person for such increased costs.

(c) If any Affected Person reasonably determines that any Change in Law (i) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, purchases, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Affected Person that are not otherwise included in the determination of the Euro-Rate or the Base Rate hereunder, or (ii) does or shall impose on such Affected Person any other condition or requirement (other than with respect to Taxes), and the result of any of the foregoing is: (A) to increase the cost to such Affected Person of acting as Administrator, or of agreeing to purchase or purchasing or maintaining the ownership of undivided percentage ownership interests with regard to, or issuing any Letter of Credit in respect of, the Purchased Interest (or interests therein) or any portion of Capital, or (B) to reduce any amount receivable hereunder (whether directly or indirectly) by such Affected Person, then, in any such case, upon demand therefor by such Affected Person, the Seller shall pay to such Affected Person additional amounts necessary to compensate such Affected Person for such additional cost or reduced amount receivable (except to the extent such cost or reduction relates to Taxes). All such amounts shall be payable as incurred.

(d) If any Affected Person reasonably determines that a Change in Law subjects such Affected Person to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (e) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of the foregoing is: (A) to increase the cost to such Affected Person of agreeing to purchase or purchasing or maintaining the ownership of undivided percentage ownership interests with regard to, or issuing any Letter of Credit in respect of, the Purchased Interest (or interests therein) or any portion of Capital, or (B) to reduce any amount receivable by such Affected Person under this Agreement, then, in any such case, upon demand therefor by such Affected Person, the Seller shall pay to such Affected Person additional amounts necessary to compensate such Affected Person for such additional cost or reduced amount receivable. All such amounts shall be payable as incurred.

(e) A certificate of an Affected Person (or its related Purchaser Agent) setting forth the amount or amounts necessary to compensate such Affected Person as specified in Sections 1.7(a), 1.7(b), 1.7(c) or 1.7(d) and delivered to the Seller and the Administrator, shall be conclusive absent manifest error. The Seller shall pay such Affected Person’s related Purchaser Agent (for the account of such Affected Person) the amount shown as due on any such certificate on the first Settlement Date to occur at least 10 days after the Seller’s receipt of such certificate.

Failure or delay on the part of any Affected Person to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Affected Person’s right to demand such compensation, provided that the Seller shall not be required to compensate an Affected Person pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than 90 days prior to the date that such Affected Person notifies the Seller of the Change in Law giving rise to such increased costs or reductions and of such Affected Person’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof).

Notwithstanding any other provision of this Agreement, no Affected Person shall demand compensation pursuant to the provisions of this Section if it shall not at the time be the general policy or practice of such Affected Person to demand such compensation in similar circumstances.

Section 1.8 Break Funding Costs.

(a) The Seller will compensate each Purchaser in accordance with the terms of this Section 1.8 for all losses, expenses and liabilities (including any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Purchaser in order to fund or maintain any Portion of Capital hereunder) as a result of (i) any repayment (in whole or in part) of any Portion of Capital of such Purchaser on any day other than a Settlement Date or (ii) any Funded Purchase not being completed by the Seller in accordance with its request therefor pursuant to Section 1.2. Such losses, expenses and liabilities will include the amount, if any, by which (A) the additional Discount that would have accrued had such repayment or failure to Purchase not have occurred, exceeds (B) the income, if any, received by the applicable Purchaser.

(b) A certificate of a Purchaser (or its related Purchaser Agent) setting forth the amount or amounts necessary to compensate such Purchaser as specified in Section 1.8(a) and delivered to the Seller and the Administrator, shall be conclusive absent manifest error. The Seller shall pay such Purchaser’s related Purchaser Agent (for the account of such Purchaser) the amount shown as due on any such certificate on the first Settlement Date to occur at least 10 days after the Seller’s receipt of such certificate.

Section 1.9 Inability to Determine the Euro-Rate.

(a) If the Administrator (or any Purchaser Agent) determines on any day (which determination shall be final and conclusive absent manifest error) that, by reason of circumstances affecting the interbank eurodollar market generally, (i) deposits in dollars are not being offered to banks in the interbank eurodollar market for such day, (ii) adequate means do not exist for ascertaining the Euro-Rate for such day or (iii) the Euro-Rate does not accurately reflect the cost to any Purchaser (as determined by such Purchaser or such Purchaser’s Purchaser Agent) of maintaining any Portion of Capital during any Settlement Period (or portion thereof), then the Administrator (or any Purchaser Agent) shall give notice thereof to the Seller. Thereafter, until the Administrator or such Purchaser Agent notifies the Seller that the circumstances giving rise to such suspension no longer exist, (A) no Portion of Capital shall be funded at the Alternate Rate determined by reference to the Euro-Rate and (B) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall be converted to the Alternate Rate determined by reference to the Base Rate.

(b) If, on any day, the Administrator shall have been notified by any Affected Person that such Affected Person has determined (which determination shall be final and conclusive) that any Change in Law, or compliance by such Affected Person with any Change in Law, shall make it unlawful or impossible for such Affected Person to fund or maintain any Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate, the Administrator shall notify the Seller thereof. Upon receipt of such notice, until the Administrator notifies the Seller that the circumstances giving rise to such determination no longer apply, (A) no Portion of Capital shall be funded at the Alternate Rate determined by reference to the Euro-Rate and (B) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall be converted to the Alternate Rate determined by reference to the Base Rate either (i) on the last day of the then current Settlement Period if such Affected Person may lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day, or (ii) immediately, if such Affected Person may not lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to the last day of the then-current Settlement Period.

Section 1.10 Taxes.

(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Seller under this Agreement shall be made free and clear of and without reduction or withholding for any Taxes, except to the extent required by Applicable Law. In the event that a Tax shall be required by Applicable Law to be deducted from such payments, then (i) the applicable Withholding Agent shall be entitled to make such deductions as are determined by such Withholding Agent to be required based upon the information and documentation it has received pursuant to paragraph (e) below, (ii) such Withholding Agent shall timely pay the full amount deducted by it to the relevant Governmental Authority in accordance with Applicable Law and (iii) if the Tax is an Indemnified Tax, the sum payable shall be increased by the Seller as necessary so that after making all such deductions for Indemnified Taxes (including deductions for Indemnified Taxes applicable to additional sums payable under this paragraph (a)) the applicable Recipient receives an amount equal to the sum it would have received had no such deductions for Indemnified Taxes been made.

(b) Payment of Other Taxes by the Seller. Without limiting the provisions of paragraph (a) above, the Seller shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with Applicable Law.

(i) The Seller shall indemnify the Administrator, the Structuring Agent, any Purchaser and any Purchaser Agent within fifteen (15) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this paragraph (c)) described in this Section that are paid by the Administrator, the Structuring Agent, such Purchaser, or such Purchaser Agent, as the case may be, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed

or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Seller by the Administrator, the Structuring Agent, such Purchaser, or such Purchaser Agent (with a copy to the Administrator), shall be conclusive absent manifest error.

(ii) Each Purchaser shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrator against any Indemnified Taxes attributable to such Purchaser (but only to the extent that the Seller has not already indemnified the Administrator for such Indemnified Taxes and without limiting the obligation of the Seller to do so), (y) the Seller, the Servicer and the Administrator, as applicable, against any Taxes attributable to such Purchaser’s failure to comply with the provisions of Section 5.3(b) relating to the maintenance of a Participant Register and (z) the Seller, the Servicer, and the Administrator, as applicable, against any Excluded Taxes attributable to such Purchaser, in each case, that are payable or paid by the Seller, the Servicer or the Administrator in connection with this Agreement or any Transaction Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Purchaser by the Administrator, the Seller or the Servicer shall be conclusive absent manifest error. Each Purchaser hereby authorizes the Administrator to set off and apply any and all amounts at any time owing to such Purchaser under this Agreement or any other Transaction Document against any amount due to the Administrator under this clause (ii).

(d) Evidence of Payments. As soon as practicable (but not later than 30 days) after any payment of Indemnified Taxes by the Seller to a Governmental Authority pursuant to this Section, the Seller shall deliver to the Administrator and the applicable Recipient (or its related Purchaser Agent) the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrator and the applicable Purchaser Agent.

(e) Tax Forms.

(i) Any Recipient or Affected Person that is entitled to an exemption from or reduction of any withholding Tax with respect to payments made under any Transaction Document shall deliver to the Seller and the Servicer, at the time or times reasonably requested by the Seller or the Servicer, such properly completed and executed documentation prescribed by Applicable Law or reasonably requested by the Seller or the Servicer as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient or Affected Person, if reasonably requested by the Seller or the Servicer, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Seller or the Servicer as will enable the Seller or the

Servicer to determine whether or not such Recipient is subject to backup withholding or information reporting requirements. Each Recipient and Affected Person agrees that if any form or certification it previously delivered pursuant to this Section 1.10(e) expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Seller and the Servicer in writing of its legal inability to do so.

(ii) Without limiting the generality of the foregoing,

(A) any Purchaser, Purchaser Agent, Structuring Agent, or Administrator that is a U.S. Person shall deliver to the Seller and the Servicer on or prior to the date on which such Purchaser, Purchaser Agent, Structuring Agent or Administrator becomes a Purchaser, Purchaser Agent, Structuring Agent or Administrator (as applicable) under this Agreement (and from time to time thereafter upon the reasonable request of the Seller or the Servicer), executed originals of IRS Form W-9 certifying that such Purchaser, Purchaser Agent, Structuring Agent or Administrator (as applicable) is exempt from U.S. federal backup withholding tax;

(B) any Purchaser, Purchaser Agent, Structuring Agent or Administrator that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Seller and the Servicer (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Purchaser, Purchaser Agent, Structuring Agent or Administrator becomes a Purchaser, Purchaser Agent, Structuring Agent or Administrator (as applicable) under this Agreement (and from time to time thereafter upon the reasonable request of the Seller or the Servicer), whichever of the following is applicable:

(i) in the case of a Purchaser, Purchaser Agent, Structuring Agent or Administrator claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of Discount or interest under any Transaction Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(ii) executed originals of IRS Form W-8ECI;

(iii) in the case of a Purchaser, Purchaser Agent, Structuring Agent or Administrator claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Purchaser, Purchaser Agent, Structuring Agent or Administrator (as applicable) is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Seller within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN; or

(iv) to the extent a Purchaser, Purchaser Agent, Structuring Agent or Administrator (as applicable) is not the beneficial owner of payments made under a Transaction Document, executed originals of IRS Form W-8IMY on behalf of itself accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable;

(C) any Purchaser, Purchaser Agent, Structuring Agent or Administrator that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Seller and the Servicer (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Purchaser, Purchaser Agent, Structuring Agent or Administrator becomes a Purchaser, Purchaser Agent, Structuring Agent or Administrator (as applicable) under this Agreement (and from time to time thereafter upon the reasonable request of the Seller or the Servicer), executed originals of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Seller or the Servicer to determine the withholding or deduction required to be made; and

(D) if a payment made to a Recipient under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Recipient were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Recipient shall deliver to the Seller and the Servicer at the time or times prescribed by law and at such time or times reasonably requested by the Seller or the Servicer such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Seller or the Servicer as may be necessary for the Seller and the Servicer to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(f) Treatment of Certain Refunds. If any Recipient determines, in its sole discretion, exercised in good faith, that it has received a refund or credit of any Taxes as to which it has been reimbursed or indemnified by the Seller or with respect to which the Seller has paid additional amounts pursuant to this Section, it shall pay over such refund or credit to the Seller (but only to the extent of indemnity payments made, or additional amounts paid, by the Seller under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses of such Recipient and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Seller, upon the request of such Recipient, agrees to repay the amount paid over to the Seller pursuant to this paragraph

(f) (plus any penalties, interest, or other charges imposed by the relevant Governmental Authority) to such Recipient in the event such Recipient is required to repay such refund to such Governmental Authority. The foregoing shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its Taxes which it deems confidential) to the Seller or any other Person.

Section 1.11 Letters of Credit.

Subject to the terms and conditions hereof, the LC Bank shall issue or cause the issuance of Letters of Credit (“Letters of Credit”) on behalf of the Seller (and, if applicable, on behalf of, or for the account of, an Originator or an Affiliate of an Originator in favor of such beneficiaries as such Originator or such Affiliate may elect with the consent of the Seller); provided, however, that the LC Bank will not be required to issue or cause to be issued any Letter of Credit to the extent that, after giving effect to the issuance of such Letter of Credit, (a) the sum of (i) the Aggregate Capital plus (ii) the LC Participation Amount would exceed the Purchase Limit, (b) the LC Participation Amount would exceed the aggregate of the Commitments of the LC Participants or (c) the LC Participation Amount would exceed the LC Sub-Limit. All amounts drawn upon Letters of Credit shall accrue Discount for each day on and after the applicable Reimbursement Date that such drawn amounts shall have not been reimbursed.

Section 1.12 Issuance of Letters of Credit; Participations.

(a) The Seller may request the LC Bank, upon two Business Days’ prior written notice submitted on or before 2:00 p.m., New York City time (or such later date and time as the LC Bank may agree in its sole discretion), to issue a Letter of Credit by completing and delivering to the Administrator (i) the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex E hereto, and a Purchase Notice, substantially in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator and the LC Bank, and (ii) such other certificates, documents and other papers and information as the LC Bank may reasonably request. The Seller will also have the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the LC Bank upon any amendment, extension or renewal of any Letter of Credit.

(b) Each Letter of Credit will, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after the date of issuance, extension or renewal, as the case may be, of such Letter of Credit and in no event later than twelve (12) months after the Termination Date. The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the LC Bank delivers written notice to the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12)

months after the Termination Date or (y) the LC Bank determines that any condition precedent (including, without limitation, those set forth in Section 1.1(a) or Exhibit II) to issuing such Letter of Credit hereunder (as if such Letter of Credit were then being first issued) is not satisfied (other than any such condition requiring the Seller to submit a Purchase Notice or Letter of Credit Application in respect thereof), then the LC Bank, in the case of clause (x) above, may (or, at the written direction of any LC Participant, shall) or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the extent permitted by) the terms of such Letter of Credit to prevent the extension of such expiry date (including notifying the Seller and the beneficiary of such Letter of Credit in writing prior to the Notice Date that such expiry date will not be so extended). Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank.

(c) The Administrator shall promptly notify the LC Bank and each LC Participant of the request by the Seller for a Letter of Credit hereunder.

(d) Immediately upon the issuance by the LC Bank of any Letter of Credit (or any amendment to a Letter of Credit increasing the amount thereof), the LC Bank shall be deemed to have sold and transferred to each LC Participant, and each LC Participant shall be deemed irrevocably and unconditionally to have purchased and received from the LC Bank, without recourse or warranty, an undivided interest and participation, to the extent of such LC Participant’s Pro Rata Share, in such Letter of Credit, each drawing made thereunder and the obligations of the Seller hereunder with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments or Pro Rata Shares of the LC Participants pursuant to this Agreement, it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed drawings thereunder, there shall be an automatic adjustment to the participations pursuant to this Section 1.12(d) to reflect the new Pro Rata Shares of the assignor and assignee LC Participant or of all LC Participants with Commitments, as the case may be. In the event that the LC Bank makes any payment under any Letter of Credit and the Seller shall not have reimbursed such amount in full to the LC Bank pursuant to Section 1.14(a), each LC Participant will be obligated to make Participation Advances with respect to such Letter of Credit in accordance with Section 1.14(b).

Section 1.13 Requirements For Issuance of Letters of Credit.

The Seller shall authorize and direct the LC Bank to name the Seller, an Originator or an Affiliate of an Originator as the “Applicant” or “Account Party” of each Letter of Credit.

Section 1.14 Disbursements, Reimbursement.

(a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify the Seller and each Purchaser Agent of such request. The Seller shall reimburse (such obligation to reimburse the LC Bank, the “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., New York City time, on any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day that the Seller receives such notice (each such date for reimbursement, a “Reimbursement Date”) in an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, (i) the Seller will be deemed to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchaser, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share of the Reimbursement Purchase) directly to the LC Bank. In the event the Seller fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable time, on the Reimbursement Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been requested by the Seller pursuant to this Section 1.14(a) to reimburse the LC Bank shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof.

(b) Each LC Participant shall, upon receipt of any notice pursuant to Section 1.14(a), make available to the LC Bank an amount in immediately available funds equal to its Pro Rata Share of the amount of the drawing (a “Participation Advance”). If any LC Participant so notified fails to make available to the LC Bank the amount of such LC Participant’s Pro Rata Share of such amount by no later than 2:00 p.m., New York City time on the Reimbursement Date, then interest shall accrue on such LC Participant’s obligation to make such payment, from the Reimbursement Date to the date on which such LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three days following the Reimbursement Date and (ii) at a rate per annum equal to the rate applicable to Capital on and after the fourth day following the Reimbursement Date. Each LC Participant’s Commitment shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the Seller) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Section 1.15 Repayment of Participation Advances.

(a) Upon receipt by the LC Bank for its account of immediately available funds from or for the account of the Seller (i) in reimbursement of any payment made by the LC Bank under a Letter of Credit with respect to which any LC Participant has made a Participation Advance to the LC Bank, or (ii) in payment of Discount on the Reimbursement Purchases made or deemed to have been requested in connection with any such draw, the LC Bank will pay to each LC Participant, ratably (based on the outstanding drawn amounts funded by each such LC Participant in respect of such Letter of Credit), in the same funds as those received by the LC Bank.

(b) If the LC Bank is required at any time to return to the Seller, or to a trustee, receiver, liquidator, custodian, or any official in any insolvency proceeding, any portion of the payments made by the Seller to the LC Bank pursuant to this Agreement in reimbursement of a payment made under a Letter of Credit or interest or fee thereon, each LC Participant shall, on demand of the LC Bank, forthwith return to the LC Bank the amount of its Pro Rata Share of any amounts so returned by the LC Bank plus interest at the Federal Funds Rate, from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by such LC Participant.

(c) If any Letters of Credit are outstanding and undrawn on the Termination Date, the LC Collateral Account shall be funded from Collections (or by other funds available to the Seller) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus fees to accrue through the stated expiration dates thereof.

(d) Funds in the LC Collateral Account will be used to reimburse the LC Bank and (to the extent they have unreimbursed Participation Advances) the LC Participants for fees related to the Letters of Credit and for any draws on the Letters of Credit and Participation Advances which have not reimbursed by the Seller or repaid from Collections. If at any time the amount of the funds on deposit in the LC Collateral Account exceeds 100% of the LC Participation Amount at such time, plus the amount of the Expected LC Fees at such time, the Administrator shall remit an amount equal to such excess to the Servicer to be applied as a Collection of Pool Receivables in accordance with Section 1.4(d). Any funds on deposit in the ▇▇ ▇▇▇▇ Collateral Account after all Letters of Credit have expired, all draws on the Letters of Credit have been reimbursed, all Participation Advances have been repaid, all fees due with respect to the Letters of Credit have been paid in full, and the Facility has been terminated, shall be remitted to the Seller.

Section 1.16 Documentation.

The Seller agrees to be bound by the terms of the Letter of Credit Application and by the LC Bank’s reasonable interpretations of any Letter of Credit issued for the Seller and by the LC Bank’s written regulations and customary practices relating to letters of credit, though the LC Bank’s reasonable interpretation of such regulations and practices may be different from the Seller’s own. In the event of a conflict between the Letter of Credit Application and this Agreement, this Agreement shall govern. It is understood and agreed that, except in the case of gross negligence or willful misconduct by the LC Bank, the LC Bank shall not be liable for any error, negligence and/or mistakes, whether of omission or commission, in following the Seller’s instructions or those contained in the Letters of Credit or any modifications, amendments or supplements thereto.

Section 1.17 Determination to Honor Drawing Request.

In determining whether to honor any request for drawing under any Letter of Credit by the beneficiary thereof, the LC Bank shall be responsible only to determine that the documents and certificates required to be delivered under such Letter of Credit have been delivered and that they comply on their face with the requirements of such Letter of Credit and that any other drawing condition appearing on the face of such Letter of Credit has been satisfied in the manner so set forth.

Section 1.18 Nature of Participation and Reimbursement Obligations.

Each LC Participant’s obligation in accordance with this Agreement to make Participation Advances as a result of a drawing under a Letter of Credit, and the obligations of the Seller to reimburse the LC Bank upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Article I under all circumstances, including the following circumstances:

(i) any set-off, counterclaim, recoupment, defense or other right which such LC Participant may have against the LC Bank, the Administrator, the Purchaser Agents, the Purchasers, the Seller or any other Person for any reason whatsoever;

(ii) the failure of the Seller or any other Person to comply with the conditions set forth in this Agreement for the making of a purchase, reinvestments, requests for Letters of Credit or otherwise, it being acknowledged that such conditions are not required for the making of Participation Advances hereunder;

(iii) any lack of validity or enforceability of any Letter of Credit or any set-off, counterclaim, recoupment, defense or other right which the Seller, any Originator or any Affiliate thereof on behalf of which a Letter of Credit has been issued may have against the LC Bank, the Administrator, any Purchaser, any Purchaser Agent or any other Person for any reason whatsoever;

(iv) any claim of breach of warranty that might be made by the Seller, the LC Bank or any LC Participant against the beneficiary of a Letter of Credit, or the existence of any claim, set-off, defense or other right which the Seller, the LC Bank or any LC Participant may have at any time against a beneficiary, any successor beneficiary or any transferee of any Letter of Credit or the proceeds thereof (or any Persons for whom any such transferee may be acting), the LC Bank, any LC Participant, the Administrator, any Purchaser or any Purchaser Agent or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Seller or any Subsidiaries of the Seller or any Affiliates of the Seller and the beneficiary for which any Letter of Credit was procured);

(v) the lack of power or authority of any signer of, or lack of validity, sufficiency, accuracy, enforceability or genuineness of, any draft, demand, instrument, certificate or other document presented under any Letter of Credit, or any such draft, demand, instrument, certificate or other document proving to be forged, fraudulent, invalid, defective or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, even if the Administrator or the LC Bank has been notified thereof;

(vi) payment by the LC Bank under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit other than as a result of the gross negligence or willful misconduct of the LC Bank;

(vii) the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit;

(viii) any failure by the LC Bank or any of the LC Bank’s Affiliates to issue any Letter of Credit in the form requested by the Seller, unless the LC Bank has received written notice from the Seller of such failure within three Business Days after the LC Bank shall have furnished the Seller a copy of such Letter of Credit and such error is material and no drawing has been made thereon prior to receipt of such notice;

(ix) any Material Adverse Effect;

(x) any breach of this Agreement or any other Transaction Document by any party thereto;

(xi) the occurrence or continuance of an Insolvency Proceeding with respect to the Seller, any Originator or any Affiliate thereof;

(xii) the fact that a Termination Event or an Unmatured Termination Event shall have occurred and be continuing;

(xiii) the fact that this Agreement or the obligations of the Seller or the Servicer hereunder shall have been terminated; and

(xiv) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

Section 1.19 Liability for Acts and Omissions.

As between the Seller, on the one hand, and the Administrator, the LC Bank, the LC Participants, the Purchaser Agents and the Purchasers, on the other, the Seller assumes all risks of the acts and omissions of, or misuse of any Letter of Credit by, the respective beneficiaries of such Letter of Credit. In furtherance and not in limitation of the foregoing, none of the Administrator, the LC Bank, the LC Participants, the Purchaser Agents or the Purchasers shall be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Bank or any LC Participant shall have been notified thereof); (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of any such Letter of Credit, or any other party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to

draw upon such Letter of Credit or any other claim of the Seller against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among the Seller and any beneficiary of any Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, electronic mail, cable, telegraph, telex, facsimile or otherwise, whether or not they be encrypted; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of the Administrator, the LC Bank, the LC Participants, the Purchaser Agents and the Purchasers, including any Governmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC Bank’s rights or powers hereunder. Nothing in the preceding sentence shall relieve the LC Bank from liability for its gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, in connection with actions or omissions described in such clauses (i) through (viii) of such sentence. In no event shall the Administrator, the LC Bank, the LC Participants, the Purchaser Agents or the Purchasers or their respective Affiliates, be liable to the Seller or any other Person for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit.

Without limiting the generality of the foregoing, the Administrator, the LC Bank, the LC Participants, the Purchaser Agents and the Purchasers and each of its Affiliates (i) may rely on any written communication believed in good faith by such Person to have been authorized or given by or on behalf of the applicant for a Letter of Credit; (ii) may honor any presentation if the documents presented appear on their face to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC Bank or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the Administrator, the LC Bank, the LC Participants, the Purchaser Agents or the Purchasers or their respective Affiliates, in any way related to any order issued at the applicant’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and may honor any drawing in connection with any Letter of Credit that is the subject of such Order, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit.

In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the LC Bank under or in connection with any Letter of

Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, shall not put the LC Bank under any resulting liability to the Seller, any LC Participant or any other Person.

Section 1.20 Intended Tax Treatment.

All parties to this Agreement covenant and agree to treat any undivided percentage ownership interest with regard to the Purchased Interest acquired by Purchase and any Reimbursement Obligation with respect to a Letter of Credit under this Agreement as debt for all U.S. federal income tax purposes and to not take any position on any tax return inconsistent with the foregoing, except as otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any comparable provision of any state, local or foreign law).

ARTICLE II.

REPRESENTATIONS AND WARRANTIES; COVENANTS;

TERMINATION EVENTS

Section 2.1 Representations and Warranties; Covenants.

Each of the Seller and the Servicer hereby makes the representations and warranties, and hereby agrees to perform and observe the covenants, applicable to it as set forth in Exhibits III and IV, respectively.

Section 2.2 Termination Events.

If any of the Termination Events set forth in Exhibit V shall occur, the Administrator may (with the consent of the Majority Purchaser Agents) and shall (at the direction of the Majority Purchaser Agents), by notice to the Seller, declare the Termination Date to have occurred (in which case the Termination Date shall be deemed to have occurred); provided, that the Termination Date shall occur automatically upon the occurrence of any event described in paragraph (d) of Exhibit V. Upon any such declaration, occurrence or deemed occurrence of the Termination Date, the Purchasers, the Purchaser Agents and the Administrator shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to secured parties after default under the UCC and under other Applicable Law, which rights and remedies shall be cumulative.

ARTICLE III.

INDEMNIFICATION

Section 3.1 Indemnities by the Seller.

Without limiting any other rights that the Administrator, the Purchasers, the Purchaser Agents, the Liquidity Providers, any Program Support Provider, the LC Bank or any of their respective Affiliates, employees, officers, directors, agents, counsel, successors or permitted assigns (each, an “Indemnified Party”) may have hereunder or under Applicable Law, the Seller hereby agrees to indemnify each Indemnified Party from and against any and all claims,

damages, expenses, costs, losses, liabilities and penalties (including reasonable Attorney Costs), but excluding Taxes (all of the foregoing being collectively referred to as “Indemnified Amounts”) at any time awarded against or incurred by such Indemnified Party arising out of, relating to or in connection with the Transaction Documents, the LC Collateral Account, the transactions contemplated thereby (including the issuance of, or the fronting for, any Letter of Credit), or the ownership, maintenance or funding, directly or indirectly, of the Purchased Interest (or any part thereof), the issuance of or drawing on any Letter of Credit, or in respect of or related to the Pool Receivables or any Related Security or otherwise arising out of or relating to or in connection with the actions of the Seller (including any action taken by the Administrator as attorney-in-fact for the Seller or any Originator under any Transaction Document), provided, however, notwithstanding anything to the contrary in this provision, that such indemnity shall not, as to any Indemnified Party, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction in a final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnified Party, (y) result from a claim brought by the Seller against an Indemnified Party for breach of such Indemnified Party’s obligations under this Agreement or under any other Transaction Document, if the Seller has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) constitute recourse with respect to a Pool Receivable by reason of the bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting the foregoing, the Seller shall indemnify, subject to the express limitations set forth in this provision, and hold harmless each Indemnified Party for any and all Indemnified Amounts incurred by any of them arising out of, relating to or in connection with:

(i) the transfer by the Seller or the Originators of any interest in any Pool Receivable other than the transfer of any Pool Receivable and Related Security to the Administrator and any Purchaser pursuant to this Agreement, to the Administrator and to the Seller pursuant to the Purchase and Sale Agreement and the grant of a security interest to the Administrator pursuant to this Agreement and to the Seller pursuant to the Purchase and Sale Agreement;

(ii) any representation or warranty made by the Seller under or in connection with any Transaction Document, any Information Package or any other information or report delivered by or on behalf of the Seller pursuant to this Agreement or any other Transaction Document, which shall have been untrue, false or incorrect when made or deemed made;

(iii) the failure of the Seller to comply with the terms of any Transaction Document or any Applicable Law (including with respect to any Pool Receivable or Related Security), or the nonconformity of any Pool Receivable or Related Security with any such law;

(iv) the lack of an enforceable ownership interest, or a first priority perfected lien, in the Pool Receivables (and all Related Security) against all Persons (including any bankruptcy trustee or similar Person), in either case, free and clear of any Adverse Claim;

(v) any Dilution;

(vi) the failure to file, or any delay in filing of, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or under any other Applicable Laws with respect to any Pool Receivable as may be necessary from time to time to perfect the Seller’s or the Administrator’s interest therein;

(vii) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable in the Receivables Pool (including a defense based on such Receivable’s or the related Contract’s not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms) or any other claim resulting from the sale of the petrochemicals or other property, products or services related to such Receivable or the furnishing or failure to furnish such petrochemicals, property, products, or services;

(viii) any suit or claim related to the Pool Receivables or any Transaction Document (including any products liability or environmental liability claim arising out of or in connection with the petrochemicals or other property, products or services that are the subject of any Pool Receivable to the extent not covered pursuant to other applicable provisions of this Agreement);

(ix) the ownership, delivery, non-delivery, possession, design, construction, use, maintenance, transportation, performance (whether or not according to specifications), operation (including the failure to operate or faulty operation), condition, return, sale, repossession or other disposition or safety of any Related Security (including claims for patent, trademark, or copyright infringement and claims for injury to persons or property, liability principles, or otherwise, and claims of breach of warranty, whether express or implied);

(x) the failure by the Seller to notify (or to cause notification to be delivered to) any Obligor of the assignment pursuant to the terms of this Agreement of any Pool Receivable to Administrator for the benefit of Purchasers or the failure to require that payments (including any under the related insurance policies) be made directly to the Administrator for the benefit of Purchasers;

(xi) any commingling of any Collections by the Seller, the Originators, the Parent or the Servicer relating to the Pool Receivables with any of their funds or the funds of any other Person;

(xii) the failure or delay to provide any Obligor with an invoice or other evidence of indebtedness;

(xiii) any inability of the Originators or the Seller to assign any Receivable or other Related Asset as contemplated under the Transaction Documents; or the violation or breach by any Originator, the Seller, the Servicer, the Parent or any of their respective Affiliates of any confidentiality provision, or of any similar covenant of non-disclosure, with respect to any Contract, or any other Indemnified Amount with respect to or resulting from any such violation or breach;

(xiv) the use of proceeds of purchases or reinvestments or the issuance of any Letter of Credit; or

(xv) any reduction in Capital as a result of the distribution of Collections pursuant to Section 1.4(d), if all or a portion of such distributions shall thereafter be rescinded or otherwise must be returned for any reason.

Section 3.2 Indemnities by the Servicer.

Without limiting any other rights that any Indemnified Party may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify and hold harmless each Indemnified Party from any and all Indemnified Amounts incurred by any of them and arising out of, relating to or in connection with (i) any breach of any representation, warranty or agreement by the Servicer in any Transaction Document; (ii) the failure of any information contained in an Information Package to be true and correct, or the failure of any other information provided to any such Indemnified Party by, or on behalf of, the Servicer (in any capacity) to be true and correct; (iii) any gross negligence or willful misconduct on the Servicer’s (in any capacity) part arising out of, relating to, in connection with, or affecting any transaction contemplated by the Transaction Documents, any Pool Receivable or any Related Asset; (iv) the failure by the Servicer (in any capacity) to comply with any Applicable Law, rule or regulation with respect to any Pool Receivable or the related Contract or its servicing thereof; or (v) any commingling of any funds by the Servicer (in any capacity) with any of the Servicer’s funds or the funds of any other Person; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction in a final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnified Party, (y) result from a claim brought by the Servicer against an Indemnified Party for breach of such Indemnified Party’s obligations hereunder or under any other Transaction Document, if the Servicer has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) constitute recourse with respect to a Pool Receivable by reason of the bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor.

ARTICLE IV.

ADMINISTRATION AND COLLECTIONS

Section 4.1 Appointment of the Servicer.

(a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this Section. Until the Administrator gives notice to Lyondell Chemical in accordance with this Section of the designation of a new Servicer, Lyondell Chemical is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof.

Upon the occurrence and during the continuation of a Termination Event, the Administrator may (with the consent of the Majority Purchaser Agents) and shall (at the direction of the Majority Purchaser Agents) designate as the Servicer any Person (including itself) to succeed Lyondell Chemical or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof.

(b) Upon the designation of a successor Servicer as set forth in Section 4.1(a) above, Lyondell Chemical agrees that it will terminate its activities as the Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and Lyondell Chemical shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of records (including Contracts) related to Pool Receivables and use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security.

(c) Lyondell Chemical acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator, the Purchaser Agents and the Purchasers have relied on Lyondell Chemical’s agreement to act as the Servicer hereunder. Accordingly, Lyondell Chemical agrees that it will not voluntarily resign as the Servicer without the prior written consent of the Administrator and each Purchaser Agent; provided that Lyondell Chemical may transfer all of its rights and obligations under this Agreement in accordance with Section 4.1(e).

(d) The Servicer may delegate its duties and obligations under this Agreement to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) each such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms of this Agreement, (ii) the Servicer shall remain liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator, the Purchaser Agents and the Purchasers shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator or another Affiliate of the Parent, the Administrator and the Majority Purchaser Agents shall have consented in writing in advance to such delegation.

(e) At any time and from time to time when no Termination Event or Unmatured Termination Event exists, the Servicer may, with the consent of the Seller and each Originator, transfer all of its rights and obligations under this Agreement and each of the other Transaction Documents to another wholly-owned Subsidiary of the Parent, upon the satisfaction of each of the following conditions (collectively, the “Servicer Replacement Conditions”): (i) receipt of 30 days’ prior written notice thereof by the Administrator and each Purchaser Agent, (ii) prior written consent to such replacement by the Administrator and the Majority Purchaser Agents, (iii) delivery to the Administrator and each Purchaser Agent of opinions of counsel to the replacement Servicer and the Parent covering corporate and enforceability matters and that are addressed, and in form and substance reasonably satisfactory, to the Administrator, the Purchasers and each Purchaser Agent, (iv) delivery to the Administrator and each Purchaser

Agent of a replacement Performance Undertaking by the Parent with respect to the obligations of the replacement Servicer under the Transaction Documents, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, (v) each of the representations and warranties made by the Servicer under each of the Transaction Documents shall be true and correct with respect to the replacement Servicer after giving effect to such replacement and (vi) receipt by the Administrator and each Purchaser Agent of such additional documents and information reasonably requested by such Person concerning the replacement Servicer. Any such assignee shall be the “Servicer” for all purposes under this Agreement and each of the other Transaction Documents from and after the date of the transferee’s written acceptance of such transfer of rights and obligations, which acceptance shall be in form and substance reasonably satisfactory to the Administrator and the Majority Purchaser Agents. Upon such transfer, the previous Servicer shall transfer to the new Servicer all its documents and rights as the Servicer and will be released from any liability for actions or inactions of the Servicer taken thereafter; provided, that notwithstanding such transfer, the Servicer shall remain liable under the Transaction Documents for any breach, indemnity or other obligation owing by the Servicer under any Transaction Document that occurred or accrued at any time prior to the effectiveness of such assignment of its rights and obligations under the Transaction Documents to the replacement Servicer.

Section 4.2 Duties of the Servicer.

(a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to service, administer and collect the Pool Receivables from time to time, in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Servicer shall set aside, for the accounts of the Seller and the Purchasers, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, in accordance with the Credit and Collection Policy, take such action, including modifications, waivers or restructurings of Pool Receivables and the related Contracts, as the Servicer may determine to be appropriate to maximize Collections thereof or reflect adjustments permitted under the Credit and Collection Policy or required under Applicable Laws or the applicable Contract; provided, however, that for the purposes of this Agreement, (i) such action shall not change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable under this Agreement or limit the rights of any of the Purchasers, Purchaser Agents or the Administrator under this Agreement or any other Transaction Document and (iii) if a Termination Event has occurred and is continuing, the Servicer may take such action only with the prior written consent of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of the Purchasers), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if a Termination Event has occurred and is continuing, the Administrator may direct the Servicer to commence or settle any legal action to enforce collection of any Pool Receivable that is a Delinquent Receivable or to foreclose upon or repossess, if applicable, any Related Security with respect to any such Delinquent Receivable.

(b) The Servicer may, from time to time, designate at its own discretion one or more Obligors as Excluded Obligors by delivering a revised copy of Schedule VI hereto to the Administrator and each Purchaser Agent; provided, however, that the Servicer shall not add any additional Obligor to Schedule VI hereto if at the time of such addition or after giving effect thereto, either (i) a Termination Event or Unmatured Termination Event (other than an Unmatured Termination Event that is cured by such addition and the resulting removal of such Obligor’s Excluded Receivables from the Receivables Pool) has occurred and is continuing or (ii) the aggregate Outstanding Balance of all Receivables, the Obligors of which are Excluded Obligors, exceeds $100,000,000 at such time, unless each Purchaser Agent has either (A) consented in writing to the addition of such Obligor as an Excluded Obligor (which consent shall not be unreasonably withheld) or (B) failed to notify the Seller or the Servicer of its objection to the addition of such Obligor as an Excluded Obligor within fourteen (14) days following its receipt of a revised copy of Schedule VI hereto. Upon any such designation and the Seller’s satisfaction of its obligation to deliver to the applicable Lock-Box Account the amount of the resulting Deemed Collection pursuant to Section 1.4(e)(ii) or 1.4(e)(v), as applicable, (i) the Administrator shall be deemed to have sold and assigned (without recourse) to the Seller its entire undivided percentage ownership interest in the resulting Excluded Receivables of such Excluded Obligor and to have relinquished and disclaimed any right to such Excluded Receivables and (ii) the security interests in any such Excluded Receivables created by the Transaction Documents shall be automatically terminated and released.

Section 4.3 Account Arrangements.

On the Closing Date, the Seller shall enter into Lock-Box Agreements with all of the Lock-Box Banks and in each case deliver executed counterparts thereof to the Administrator. Upon the occurrence of a Termination Event and during the continuance thereof, the Administrator may, or shall, at the direction of the Majority Purchaser Agents, instruct the Seller or the Servicer to direct Obligors of Receivables to make payments to such accounts (other than the Lock-Box Accounts) as directed by the Administrator; provided, that if the Seller or the Servicer, as the case may be, fails to so direct each Obligor, the Administrator (at the Seller’s or the Servicer’s, as the case may be, expense) may so direct the Obligors. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter other than through a Lock-Box Account (or at any time prior to the Lock-Box Conversion Date, so long as no Termination Event has occurred and is continuing, the Citi Account) shall be sent immediately to, or as otherwise instructed by, the Administrator.

Section 4.4 Enforcement Rights.

(a) At any time following the occurrence and during the continuation of a Termination Event and upon notice to the Seller and the Servicer:

(i) the Administrator may instruct the Seller or the Servicer to direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrator or its designee; provided, that if (i) the Seller or the Servicer, as the case may be, fails to so instruct each Obligor within two Business Days following request by the Administrator or (ii) a Termination Event set forth in clause (d) of the definition thereof shall have occurred and be continuing, the Administrator (at the Seller’s or the Servicer’s, as the case may be, expense) may so direct the Obligors;

(ii) the Administrator may instruct the Seller or the Servicer to give notice of the Purchasers’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrator or its designee (on behalf of the Purchasers), and the Seller or the Servicer, as the case may be, shall give such notice at the expense of the Seller or the Servicer, as the case may be; provided, that if (i) the Seller or the Servicer, as the case may be, fails to so notify each Obligor within two Business Days following request by the Administrator or (ii) a Termination Event set forth in clause (d) of the definition thereof shall have occurred and be continuing, the Administrator (at the Seller’s or the Servicer’s, as the case may be, expense) may so notify the Obligors;

(iii) the Administrator may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrator or its designee (for the benefit of the Purchasers) at a place selected by the Administrator, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner acceptable to the Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrator or its designee;

(iv) the Administrator may notify the Lock-Box Banks that the Seller and the Servicer will no longer have any access to the Lock-Box Accounts; and

(v) the Administrator may (with the consent of the Majority Purchaser Agents) and shall (at the direction of the Majority Purchaser Agents) replace the Person then acting as the Servicer.

(b) The Seller hereby authorizes the Administrator (on behalf of each Purchaser Group), and irrevocably appoints the Administrator as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the Seller, which appointment is coupled with an interest, to take any and all steps in the name of the Seller and on behalf of the Seller necessary or desirable, in the determination of the Administrator, following the occurrence and during the continuation of a Termination Event, to collect any and all amounts or portions thereof due under any and all Pool Assets, including endorsing the name of the Seller on checks and other instruments representing Collections and enforcing such Pool Assets. Notwithstanding anything to the contrary contained in this Section 4.4(b), none of the powers conferred upon such attorney-in-fact pursuant to the preceding sentence shall subject such attorney-in-fact to any liability if any action taken by it shall prove to be inadequate or invalid, nor shall they confer any obligations upon such attorney-in-fact in any manner whatsoever.

Section 4.5 Responsibilities of the Seller.

(a) Anything herein to the contrary notwithstanding, the Seller shall: (i) perform all of its obligations, if any, under the Contracts related to the Pool Receivables to the same extent as if interests in such Pool Receivables had not been transferred hereunder, and the exercise by the Administrator, any Purchaser Agent or any Purchaser of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay (or cause to be paid) when due any taxes payable by the Seller, including any sales taxes payable by the Seller in connection with the Pool Receivables and their creation and satisfaction. None of the Administrator, the Purchaser Agents and the Purchasers shall have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller or any Originator thereunder.

(b) Lyondell Chemical hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, Lyondell Chemical shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that Lyondell Chemical conducted such data-processing functions while it acted as the Servicer.

Section 4.6 Servicing Fee.

The Servicer shall be paid a fee (the “Servicing Fee”) equal to 1.00% per annum (the “Servicing Fee Rate”) of the daily average aggregate Outstanding Balance of the Pool Receivables. The Purchasers’ Share of the Servicing Fee shall be paid through the distributions contemplated by Section 1.4(d), and the Seller’s Share of the Servicing Fee shall be paid by the Seller on each Settlement Date.

Section 4.7 Authorization and Action of the Administrator and Purchaser Agents.

(a) Each Purchaser and Purchaser Agent hereby accepts the appointment of and irrevocably authorizes the Administrator to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or the Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provisions of this Agreement, any other Transaction Document or Applicable Law. The appointment and authority of the Administrator hereunder shall terminate on the Final Payout Date.

(b) Each Purchaser hereby accepts the appointment of the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on Schedule IV hereto or in the Transfer Supplement or other agreement pursuant to which such Purchaser becomes a party hereto, and irrevocably authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against any Purchaser Agent.

(c) Except as otherwise specifically provided in this Agreement, the provisions of this Section 4.7 are solely for the benefit of the Administrator, the Purchaser Agents and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Section 4.7, except that this Section 4.7 shall not affect any obligations which the Administrator, any Purchaser Agent or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent that is not the Purchaser Agent for such Purchaser.

(d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their respective successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any Purchaser not in such Purchaser Agent’s Purchaser Group, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Section 4.8 Nature of Administrator’s Duties; Delegation of Administrator’s Duties; Exculpatory Duties.

(a) The Administrator shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Transaction Documents. The duties of the Administrator shall be mechanical and administrative in nature. At no time shall the Administrator have any duty or responsibility to any Person to investigate or confirm the correctness or accuracy of any information or documents delivered to it in its role as Administrator hereunder or any obligation in respect of the failure of any Person (other than the Administrator) to perform any obligation hereunder or under any other Transaction Document. The Administrator shall not have, by reason of this Agreement, a fiduciary relationship in respect of any Purchaser. Nothing in this Agreement or any of the Transaction Documents, express or implied, is intended to or shall be construed to impose upon the Administrator any obligations in respect of this Agreement or any of the Transaction Documents except as expressly set forth

herein or therein. The Administrator shall not have any duty or responsibility, either initially or on a continuing basis, to provide any Purchaser or Purchaser Agent with any credit or other information with respect to the Seller, the Parent, any Originator, Lyondell Chemical, any Sub-Servicer or the Servicer, whether coming into its possession before the Closing Date or at any time or times thereafter. If the Administrator seeks the consent or approval of the Purchasers or the Purchaser Agents to the taking or refraining from taking any action hereunder, the Administrator shall send notice thereof to each Purchaser (or such Purchaser’s Purchaser Agent, on its behalf) or each Purchaser Agent, as applicable. The Administrator shall promptly notify each Purchaser Agent any time that the Purchasers and/or Purchaser Agents, as the case may be, have instructed the Administrator to act or refrain from acting pursuant hereto.

(b) The Administrator may execute any of its duties through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrator shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

(c) None of the Administrator and the Purchaser Agents, nor any of their respective directors, officers, agents or employees, shall be liable for any action taken or omitted (i) with the consent or at the direction of the Majority Purchaser Agents (or, in the case of any Purchaser Agent, the Purchasers within such Purchaser Agent’s Purchaser Group that have a majority of the aggregate Commitments of such Purchaser Group) or (ii) in the absence of such Person’s gross negligence or willful misconduct. The Administrator shall not be responsible to any Purchaser, Purchaser Agent or other Person for (i) any recitals, representations, warranties or other statements made by the Seller, the Parent, any Sub-Servicer, the Servicer, Lyondell Chemical, any Originator or any of their Affiliates, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of any Transaction Document, (iii) any failure of the Seller, the Parent, any Sub-Servicer, the Servicer, Lyondell Chemical, any Originator or any of their Affiliates to perform any obligation hereunder or under the other Transaction Documents to which it is a party (or under any Contract), or (iv) the satisfaction of any condition specified in Exhibit II. The Administrator shall not have any obligation to any Purchaser Agent or Purchaser to ascertain or inquire about the observance or performance of any agreement contained in any Transaction Document or to inspect the properties, books or records of the Seller, the Servicer, any Originator or any of their respective Affiliates.

Section 4.9 UCC Filings.

Each of the Seller and the Purchasers expressly recognizes and agrees that the Administrator may be listed as the assignee or secured party of record on the various UCC filings required to be made hereunder in order to perfect the transfer of the Purchased Interest from the Seller to the Purchasers, that such listing shall be for administrative convenience only in creating a record or nominee owner to take certain actions hereunder on behalf of the Purchasers and that such listing will not affect in any way the status of the Purchasers as the beneficial owners of the Purchased Interest. In addition, such listing shall impose no duties on the Administrator other than those expressly and specifically undertaken in accordance with this Section 4.9.

Section 4.10 Agent’s Reliance, Etc.

None of the Administrator and the Purchaser Agents, nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it as Administrator or as Purchaser Agent, as the case may be, under or in connection with this Agreement except for such Person’s own gross negligence or willful misconduct. Each of the Administrator and each Purchaser Agent: (i) may consult with legal counsel (including counsel for the Seller), independent public accountants and other experts selected by the Administrator and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Purchaser or Purchaser Agent and shall not be responsible to any Purchaser or Purchaser Agent for any statements, warranties or representations made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Seller, the Servicer, any Sub-Servicer, Lyondell Chemical or any Originator or to inspect the property (including the books and records) of the Seller, the Servicer, any Sub-Servicer, Lyondell Chemical or any Originator; (iv) shall not be responsible to any Purchaser or Purchaser Agent for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement, or any other instrument or document furnished pursuant hereto; and (v) shall incur no liability under or in respect of this Agreement or any other Transaction Document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties. The Administrator may at any time request instructions from the Purchasers and/or Purchaser Agents, and the Purchaser Agents may at any time request instructions from the Purchasers in their Purchaser Groups, with respect to any actions or approvals which by the terms of this Agreement or of any of the other Transaction Documents the Administrator or such Purchaser Agent is permitted or required to take or to grant, and if such instructions are promptly requested, the Administrator and/or such Purchaser Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under any of the Transaction Documents until it shall have received such instructions from the Majority Purchaser Agents, in the case of the Administrator or Purchasers holding the majority of the aggregate of the Commitments in such Purchaser Agent’s Purchaser Group, in the case of any Purchaser Agent (or, in either case, where expressly required hereunder, from the Majority LC Participants, the LC Bank, all of the Purchasers and/or all of the LC Participants). Without limiting the foregoing, (x) none of the Purchasers and the Purchaser Agents shall have any right of action whatsoever against the Administrator as a result of the Administrator acting or refraining from acting under this Agreement or any of the other Transaction Documents in accordance with the instructions of the Majority Purchaser Agent and (y) none of the Purchasers in a Purchaser Agent’s Purchaser Group shall have any right of action whatsoever against such Purchaser Agent as a result of such Purchaser Agent acting or refraining from acting under this Agreement or any of the other Transaction Documents in accordance with the instructions of the Purchasers within such Purchaser Agent’s Purchaser Group with a majority of the Commitments of such Purchaser Group. The Administrator shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the required Purchasers or required Purchaser Agents, and such request and any action taken or failure to act

pursuant thereto shall be binding upon all Purchasers, all Purchaser Agents and the Administrator. Each Purchaser Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Purchasers in such Purchaser Agent’s Purchaser Group with a majority of the Commitments of such Purchaser Group, and any such request and any action taken or failure to act pursuant thereto shall be binding upon all the Purchasers in such Purchaser Agent’s Purchaser Group and such Purchaser Agent.

Section 4.11 Administrator and Affiliates.

To the extent that the Administrator or any of its Affiliates is or shall become an LC Participant hereunder, the Administrator or such Affiliate, in such capacity, shall have the same rights and powers under this Agreement as would any other LC Participant hereunder and may exercise the same as though it were not the Administrator. The Administrator and its Affiliates may generally engage in any kind of business with the Seller, any Originator, Lyondell Chemical, any Sub-Servicer or the Servicer, any of their respective Affiliates and any Person who may do business with or own securities of the Seller, any Originator, Lyondell Chemical, any Sub-Servicer or the Servicer or any of their respective Affiliates, all as if it were not the Administrator hereunder and without any duty to account therefor to any Purchaser Agent or Purchaser.

Section 4.12 Notice of Termination Events.

Neither the Administrator nor any Purchaser Agent shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Termination Event unless it has received notice from, in the case of the Administrator, any Purchaser Agent, any Purchaser, the Servicer or the Seller and, in the case of any Purchaser Agent, the Administrator, any other Purchaser Agent, any Purchaser, the Servicer or the Seller, in each case stating that a Termination Event or an Unmatured Termination Event has occurred hereunder and describing such Termination Event or Unmatured Termination Event. In the event that the Administrator receives such a notice, it shall promptly give notice thereof to each Purchaser Agent. In the event that a Purchaser Agent receives such a notice, it shall promptly give notice thereof to the Administrator (unless such Purchaser Agent first received notice of such Termination Event or Unmatured Termination Event from the Administrator) and to each of its related Purchasers. The Administrator shall take such action concerning a Termination Event or an Unmatured Termination Event as may be directed by the Majority Purchaser Agents (unless such action otherwise requires the consent of all Purchasers, all Purchaser Agents or the LC Bank), but until the Administrator receives such directions, the Administrator may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator deems advisable and in the best interests of the Purchasers and the Purchaser Agents.

Section 4.13 Non-Reliance on Administrator, Purchaser Agents and other Purchasers; Administrators and Affiliates.

(a) Each Purchaser and Purchaser Agent expressly acknowledges that none of the Administrator and the Purchaser Agents, in the case of such Purchaser, and none of the Administrator or any other Purchaser Agent, in the case of such Purchaser Agent, nor in either case any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrator or any Purchaser Agent hereafter taken, including any review of the affairs of the Seller, Lyondell Chemical, the Servicer or any Originator, shall be deemed to constitute any representation or warranty by the Administrator or such Purchaser Agent. Each Purchaser and Purchaser Agent represents and warrants to the Administrator and such Purchaser’s Purchaser Agent, in the case of such Purchaser, and the Administrator, in the case of such Purchaser Agent, that it has, independently and without reliance upon the Administrator, the LC Bank, any Purchaser Agent or any Purchaser and based on such documents and information as it has deemed appropriate, made and will continue to make its own appraisal of any investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of the Seller, Lyondell Chemical, the Servicer or the Originators, and made its own evaluation and decision to enter into this Agreement. Except for items specifically required to be delivered hereunder, the Administrator shall not have any duty or responsibility to provide any Purchaser or Purchaser Agent, and no Purchaser Agent have any duty or responsibility to provide any Purchaser, with any information concerning the Seller, Lyondell Chemical, the Servicer or the Originators or any of their Affiliates that comes into the possession of the Administrator or such Purchaser Agent, respectively, or any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates.

(b) Each of the Purchasers, the Purchaser Agents and the Administrator and any of their respective Affiliates may extend credit to, accept deposits from and generally engage in any kind of banking, trust, debt, entity or other business with the Seller, Lyondell Chemical, the Servicer or any Originator or any of their Affiliates. With respect to the acquisition of the Eligible Receivables pursuant to this Agreement, each of the Purchaser Agents and the Administrator shall have the same rights and powers under this Agreement as any Purchaser and may exercise the same as though it were not such an agent, and the terms “Purchaser” and “Purchasers” shall include, to the extent applicable, each of the Purchaser Agents and the Administrator in their individual capacities.

Section 4.14 Indemnification.

Each LC Participant and Related Committed Purchaser agrees to indemnify and hold harmless the Administrator and its officers, directors, employees, representatives and agents and the LC Bank (to the extent not reimbursed by the Seller, the Servicer or any Originator and without limiting the obligation of the Seller, the Servicer, or any Originator to do so), ratably according to its Pro Rata Share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, settlements, costs, expenses and/or disbursements of any kind or nature whatsoever (including in connection with any investigative or threatened proceeding, whether or not the Administrator, the LC Bank or such Person shall be designated a party thereto) that may at any time be imposed on, incurred by, or asserted against the Administrator, the LC Bank or such Person as a result of, or related to, any of the transactions contemplated by the Transaction Documents or the execution, delivery or performance of the Transaction Documents or any other document furnished in connection therewith; provided, however, that no LC Participant or Related Committed Purchaser shall be liable for any portion

of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements resulting from the Administrator’s or the LC Bank’s gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction. Without limiting the generality of the foregoing, each LC Participant agrees to reimburse the Administrator and the LC Bank, ratably according to their Pro Rata Shares, promptly upon demand, for any out-of-pocket expenses (including reasonable Attorney Costs) incurred by the Administrator or the LC Bank in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of its rights or responsibilities under, this Agreement.

Section 4.15 Successor Administrator.

The Administrator may resign as Administrator, subject to the following sentence, (i) by written notice to the Seller, the Purchaser Agents and the Servicer, if neither the Administrator nor any Affiliate thereof is a party to this Agreement in the capacity of a Purchaser or a Purchaser Agent or (ii) otherwise, upon at least thirty (30) days’ prior written notice to the Seller, the Purchaser Agents and the Servicer. Such resignation shall not become effective until (a) a successor Administrator is appointed by the Majority Purchaser Agents and the LC Bank, and such successor Administrator has accepted such appointment (provided, if no successor Administrator is appointed within thirty (30) days of the Administrator’s written notice of resignation delivered in accordance with the above, the Administrator may appoint a successor Administrator from among the Purchasers and Purchaser Agents) and (b) so long as no Termination Event or Unmatured Termination Event has occurred and is continuing, the Seller and the Servicer shall have consented to such successor Administrator; provided, such consent by the Seller and the Servicer shall not be required if the successor Administrator is an existing Purchaser or Purchaser Agent. Upon such acceptance of its appointment as Administrator hereunder by a successor Administrator, such successor Administrator shall succeed to and become vested with all the rights and duties of the resigning Administrator, and the resigning Administrator shall be discharged from its duties and obligations under the Transaction Documents. After any retiring Administrator’s resignation hereunder, the provisions of Sections 3.1 and 3.2 and this Article IV shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrator.

ARTICLE V.

MISCELLANEOUS

Section 5.1 Amendments, Etc.

No amendment or waiver of any provision of this Agreement or any other Transaction Document (other than the Agent Fee Letter) shall be effective unless in a writing signed by the Administrator, the Majority Purchaser Agents, the LC Bank and, in the case of an amendment, by the other parties thereto; provided, however, that no such amendment shall, (a) without the consent of each affected Purchaser, (i) extend the date of any payment or deposit of Collections by the Seller or the Servicer or decrease the outstanding amount of or rate of Discount or extend the repayment of or any scheduled payment date for the payment of any Discount in respect of any Portion of Capital or any Fees owed to a Purchaser; (ii) reduce any Fees payable pursuant to

the RPA Fee Letter; (iii) forgive or waive or otherwise excuse any repayment of Capital or change either the amount of Capital of any Purchaser or any Purchaser’s Ratable Share of the Purchased Interest; (iv) increase the Commitment of any Purchaser; (v) amend or modify the Pro Rata Share of any LC Participant; (vi) amend or modify the provisions of this Section 5.1 or the definition of “Capital”, “Eligible Receivables”, “Majority LC Participants”, “Majority Purchaser Agents”, “Net Receivables Pool Balance”, “Purchased Interest”, “Scheduled Termination Date” (other than pursuant to an extension thereof in accordance with Section 1.2(e)), “Termination Date” or “Total Reserves” or (vii) amend or modify any defined term (or any term used directly or indirectly in such defined term) used in clauses (i) through (vi) above in a manner that would circumvent the intention of the restrictions set forth in such clauses and (b) without the consent of the Majority Purchaser Agents and/or Majority LC Participants, as applicable, amend, waive or modify any provision expressly requiring the consent of such Majority Purchaser Agents and/or Majority LC Participant. Defaulting Purchasers shall have limited voting rights as set forth in Section 5.16. Each such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No failure on the part of any Purchaser Agent, any Purchaser or the Administrator to exercise, and no delay in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.

In the event that the Seller (or the Servicer on its behalf) requests that the Administrator, any Purchaser Agent or any Purchaser, in any case, that is then or whose Affiliate is then a party to the Lyondell Credit Agreement as a lender, agree to amend or waive clause (h) of Exhibit IV to this Agreement (including, without limitation, to change the meaning of the term “Leverage Ratio” (or any defined term constituting a component thereof under the Lyondell Credit Agreement) or to increase the ratio that would result in a Termination Event under such clause (h)) concurrently with a substantially similar amendment to or waiver of the minimum leverage ratio covenant under the Lyondell Credit Agreement (which covenant is set forth in Section 5.15 of the Lyondell Credit Agreement as of the Closing Date) or the defined term “Leverage Ratio” (or any defined term constituting a component thereof under the Lyondell Credit Agreement), then the Administrator, such Purchaser Agent or such Purchaser, as the case may be, shall be deemed to have agreed (for all purposes hereof) to such amendment or waiver of clause (h) of Exhibit IV to this Agreement if the Administrator, such Purchaser Agent or such Purchaser or such entity’s Affiliate, as the case may be, also agrees in writing to such concurrent amendment or waiver under the Lyondell Credit Agreement.

Section 5.2 Notices, Etc.

All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including facsimile or electronic mail communication) and shall be delivered or sent by facsimile, electronic mail or by overnight mail, to the intended party at the mailing or electronic mail address or facsimile number of such party set forth under its name on the signature pages hereof (or in any other document or agreement pursuant to which it is or became a party hereto), or at such other address or facsimile number as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be effective (i) if delivered by overnight mail, when received, and (ii) if transmitted by facsimile or electronic mail, when sent, receipt confirmed by telephone or electronic means.

Section 5.3 Successors and Assigns; Assignability; Participations; Replacement of Purchasers.

(a) Successors and Assigns. Unless the context otherwise requires, whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and permitted assigns of such party; all covenants, promises and agreements by or on behalf of any parties hereto that are contained in this Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except as otherwise provided in Section 4.1(d) or 4.1(e), neither the Seller nor the Servicer may assign or transfer any of its rights or delegate any of its duties hereunder or under any Transaction Document without the prior written consent of each Purchaser Agent.

(b) Participations. Any Purchaser may sell participating interests (each acquirer of a participating interest, a “participant”) in its rights and obligations pursuant to this Agreement; provided, however, that the selling Purchaser shall retain all rights and obligations under this Agreement and all parties to this Agreement shall continue to deal solely with such selling Purchaser. Except with respect to participations by Conduit Purchasers pursuant to Section 5.3(i), each agreement between a Purchaser and a participant shall provide that such Purchaser shall retain the sole right to enforce the Transaction Documents and to approve any amendment, modification or waiver of any provision of this Agreement (other than any amendment, modification or waiver of a provision described in Section 5.1(a) that affects such participant). The Seller agrees that each participant shall be entitled to the benefits of the Sections 1.7, 1.8 and 1.10 (subject to the requirements and limitations therein, including the requirements under Section 1.10; it being understood that the documentation required under Section 1.10(e) shall be delivered to the Purchaser who sells the participation) to the same extent as if it were a Purchaser and had acquired its interest by assignment pursuant to this Section 5.3(b), provided that such participant (A) agrees to be subject to the provisions of the Sections 5.3(g) and 5.3(h) as if it were an assignee under this Section and (B) shall not be entitled to receive any greater payment under the Section 1.7 or Section 1.10, with respect to any participation, than the Purchaser from whom it acquired the applicable participation would have been entitled to receive. Each Purchaser that sells a participation agrees, at the Seller’s request and expense, to use reasonable efforts to cooperate with the Seller to effectuate the provisions of Section 5.3(g) with respect to any participant. To the extent permitted by Applicable Law, each participant also shall be entitled to the benefits of any set-off rights provided to the Purchasers under this Agreement as though it were a Purchaser, provided that such Participant agrees to be subject to the provisions of Section 5.15 as though it were a Purchaser. Each Purchaser that sells a participation shall, acting solely for this purpose as an agent of the Seller, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated Discount) of each participant’s interest in the Receivables and rights under this Agreement (the “Participant Register”); provided that no Purchaser shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under this Agreement) to any Person except to the extent that such disclosure is necessary to establish

that such interest in Receivables and under this Agreement is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrator shall have no responsibility for maintaining the Participant Register.

(c) Assignments by Purchasers. Each Purchaser may assign, in whole or in part, its interests in the Receivables and its rights or obligations pursuant to this Agreement to any financial or other institution (which, in the case of an assignment by a Related Committed Purchaser, shall be to a financial institution with short-term unsecured debt ratings of at least “A-1” by Standard & Poor’s and “P-1” by ▇▇▇▇▇’▇ and that is consented to in writing by the Administrator and the LC Bank, such consent not to be unreasonably withheld or delayed), pursuant to a supplement hereto, substantially in the form of Annex F with any changes as have been approved by the parties thereto (each, a “Transfer Supplement”) executed by each such assignee, such selling Purchaser, such related Purchaser Agent and the Administrator; provided that, so long as no Termination Event has occurred and is continuing, any such assignment (other than to another Purchaser or Program Support Provider within its Purchaser Group or conduit managed or sponsored by the same Purchaser Agent) shall require the consent of the Seller. No assignment shall be effective until recorded in the Register. The Administrator, acting solely for this purpose as an agent of the Seller, shall maintain at one of its offices in Pittsburgh, PA a copy of each Transfer Supplement delivered to it and a register for the recordation of the names and addresses of the Purchasers and the Commitments of, and principal amounts (and stated Discount) of the interests in the Receivables and rights under this Agreement owing to each Purchaser pursuant to the terms of this Agreement from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Seller and the Administrator shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Purchaser hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Seller and any Purchaser, at any reasonable time and from time to time upon reasonable prior notice.

(d) Certain Pledges. Without limiting the right of any Purchaser to sell or grant interests, security interests or participations to any Person as otherwise described in this Section 5.3, any Purchaser may pledge, or grant a security interest in, all or any portion of its rights under this Agreement to secure its obligations to a Federal Reserve Bank without any notice to, or consent of, the Seller; provided that no such pledge or grant of a security interest shall release a Purchaser from any of its obligations under this Agreement or substitute any such pledgee or grantee for such Purchaser as a party to this Agreement.

(e) Agents. Without limiting any other rights that may be available under Applicable Law, the rights of the Purchasers and each Liquidity Provider may be enforced through it or by its agents, including its related Purchaser Agents.

(f) Disclosure; Notice. Each assignor may, in connection with an assignment permitted hereunder, disclose to the applicable assignee (that shall have agreed to be bound by an agreement containing a confidentiality undertaking in substantially the form set forth in Section 5.6) any information relating to the Servicer, the Seller or the Pool Receivables furnished to such assignor by or on behalf of the Servicer, the Seller, any Purchaser, any Purchaser Agent or the Administrator. Such assignor shall give prior written notice to the Seller of any assignment of such assignor’s rights and obligations (including ownership of the Purchased Interest) to any Person other than a Program Support Provider.

(g) Replacement of Purchasers. If (a) the Seller receives a claim for compensation under Section 1.7 or Section 1.10 of this Agreement from any Purchaser (or its Liquidity Provider or Program Support Provider), (b) any Purchaser is a Defaulting Purchaser, or (c) any Purchaser does not consent to a request to extend the Scheduled Termination Date, then the Seller may, at its sole expense and effort, upon notice to such Purchaser, its related Purchaser Agent and the Administrator, require such Purchaser, its related Purchaser Agent and any other Purchaser in such Purchaser’s Purchaser Group to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 5.3(c) or (j), as applicable, of this Agreement), all of their respective interests, rights (other than their existing rights to payment under Sections 1.7 and 1.10 of this Agreement) and obligations under this Agreement and the other Transaction Documents, to an assignee that shall assume such obligations (which assignee may be a member of an existing Purchaser Group, if such Person accepts such assignment); provided, however, that the Seller shall be permitted to require the assignment by (i) the Purchaser Group of which the Administrator is a member, or (ii) any Purchaser which is administered by the Administrator or an Affiliate thereof only if, in either case, the Administrator is also replaced contemporaneously, pursuant to documents reasonably satisfactory to the Administrator; provided, further, that (i) the assignee financial institution shall purchase, at par, all Capital, Discount and other amounts owing to such assigning Purchaser and Purchaser Agent (other than any amounts owing under Sections 1.7 and 1.10 of this Agreement for which payment is then sought) on or prior to the date of assignment, (ii) if the replacement financial institution is not already a member of an existing Purchaser Group, the Seller shall have received the written consent of the Administrator and the LC Bank (which consents shall not be unreasonably withheld or delayed) to such assignment, (iii) until such time as such assignment shall be consummated, the Seller shall pay all additional amounts required under Sections 1.7 and 1.10, subject to the terms of this Agreement, (iv) such assignment shall not conflict with Applicable Law, (v) any such assignment shall not be deemed to be a waiver of any right that the Seller, the Administrator, any Purchaser Agent or any other Purchaser shall have against the assignor Purchaser or any member of its Purchaser Group and (vi) any such assignment by a Related Committed Purchaser shall be to a financial institution with short-term unsecured debt ratings of at least A-1 by Standard & Poor’s and “P-1” by ▇▇▇▇▇’▇. No Purchaser or Purchaser Group may be required to make an assignment pursuant to this Section 5.3(g) (i) at any time when there is only one Purchaser Group or (ii) if the condition that gave rise to the Seller’s right to require such assignment ceases to apply.

(h) Mitigation Obligations. If any Affected Person requests compensation under Section 1.7, or if the Seller is required to pay any additional amount to any Affected Person or any Governmental Authority for the account of any Affected Person pursuant to Section 1.10, then such Affected Person shall (at the request of the Seller) use reasonable efforts to designate a different office for funding or booking its Purchases hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such

Affected Person, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 1.7 or 1.10, as the case may be, in the future and (ii) would not subject such Affected Person to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Affected Person. The Seller hereby agrees to pay all reasonable costs and expenses incurred by any Affected Person in connection with any such designation or assignment; provided, that such Affected Person is generally seeking compensation from similarly situated borrowers under similar trade receivables securitization facilities (to the extent such Affected Person has the right under such similar facilities to do so).

(i) Assignments to Liquidity Providers and other Program Support Providers. Any Conduit Purchaser may at any time grant to one or more of its Liquidity Providers or other Program Support Providers participating interests in its portion of the Purchased Interest. In the event of any such grant by such Conduit Purchaser of a participating interest to a Liquidity Provider or other Program Support Provider, such Conduit Purchaser shall remain responsible for the performance of its obligations hereunder. The Seller agrees that each Liquidity Provider and Program Support Provider shall be entitled to the benefits of Sections 1.7 and 1.8.

(j) Other Assignment by Conduit Purchasers. Each party hereto agrees and consents (i) to any Conduit Purchaser’s assignment, participation, grant of security interests in or other transfers of any portion of, or any of its beneficial interest in, the Purchased Interest (or portion thereof), including without limitation to any collateral agent in connection with its commercial paper program and (ii) to the complete assignment by any Conduit Purchaser of all of its rights and obligations hereunder to any Liquidity Provider or Related Committed Purchaser for such Conduit Purchaser or to any other Person; provided, that such Conduit Purchaser may not, without the prior consent of its Related Committed Purchasers and, so long as no Termination Event is continuing, of the Seller (which consent the Seller may grant or withhold in its sole discretion), make any such assignment of its rights hereunder unless the assignee (x) is a commercial paper conduit that (i) is principally engaged in the purchase of assets similar to the assets being purchased hereunder, (ii) has as its Purchaser Agent the Purchaser Agent of the assigning Conduit Purchaser and (iii) issues commercial paper or other Notes with credit ratings substantially comparable to the ratings of the assigning Conduit Purchaser or (y) is a Related Committed Purchaser or Liquidity Provider for such Conduit Purchaser. Any assigning Conduit Purchaser shall deliver to any assignee a Transfer Supplement with any changes as have been approved by the parties thereto, duly executed by such Conduit Purchaser, assigning any portion of its interest in the Purchased Interest to its assignee. Such Conduit Purchaser shall promptly (i) notify each of the other parties hereto of such assignment and (ii) take all further action that the assignee reasonably requests in order to evidence the assignee’s right, title and interest in such interest in the Purchased Interest and to enable the assignee to exercise or enforce any rights of such Conduit Purchaser hereunder. Upon the assignment of any portion of its interest in the Purchased Interest, the assignee shall have all of the rights hereunder with respect to such interest (except that the Discount therefor shall thereafter accrue at the rate, determined with respect to the assigning Conduit Purchaser unless the Seller, the related Purchaser Agent and the assignee shall have agreed upon a different Discount). No assignment (excluding a collateral assignment, pledge or granting of a security interest) shall be effective until recorded in the Register. Any transfer (excluding a collateral assignment, pledge or granting of a security interest) other than by assignment shall be treated as a sale of a participation pursuant to Section 5.3(b).

Section 5.4 Costs and Expenses.

Without limiting any of the Seller’s other obligations hereunder or under any other Transaction Document (including, without limitation, its obligations under Sections 1.5, 1.7, 1.8, 1.10, 3.1 or Section 1(e) of Exhibit IV of this Agreement), the Seller will pay all reasonable and documented out-of-pocket expenses related to execution and delivery of this Agreement and each of the other Transaction Documents, including, without limitation, the rating agency fees (the total amount of which shall not exceed the cap separately agreed upon in the Engagement Letter), the reasonable and properly documented costs and expenses of counsel from one law firm to the Administrator and the Purchaser Agents (the total amount of which shall not exceed the cap separately agreed upon in the Engagement Letter), and the reasonable fees of a consulting firm selected by the Administrator in conducting the agreed-upon procedures. From the Closing Date until the Final Payout Date, the Seller shall pay (a) all reasonable and documented out-of-pocket fees and expenses incurred by the Administrator with respect to the administration of this Agreement and each of the other Transaction Documents (including, without limitation, the reasonable and properly documented fees and expenses of one law firm for the Administrator), including all reasonable fees and expenses actually incurred in connection with amendments to this Agreement or any other Transaction Document, the granting of any waivers under this Agreement or any other Transaction Document, and audit and due diligence fees (limited as provided in this Agreement), and (b) during the continuation of a Termination Event, all reasonable and documented out-of-pocket fees and expenses (including reasonable and properly documented attorneys’ fees and expenses) incurred by the Administrator, the Purchasers and the Purchaser Agents in connection with the enforcement or protection of its rights under this Agreement or any other Transaction Document.

Section 5.5 No Proceedings; Limitation on Payments.

(a) Each of the Seller, the Servicer, the Administrator, the LC Bank, the Purchaser Agents and the Purchasers and each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or any other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full. The provisions of this paragraph shall survive any termination of this Agreement.

(b) Each of the Servicer, the Administrator, the LC Bank, the Purchaser Agents and the Purchasers and each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or any other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the Final Payout Date; provided, that the Administrator may take any such action with the prior written consent of the Majority Purchaser Agents and the LC Bank. The provisions of this paragraph shall survive any termination of this Agreement.

(c) Notwithstanding any provisions contained in this Agreement to the contrary, no Conduit Purchaser shall, or shall be obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all such Conduit Purchaser’s Notes are paid in full. Any amount which a Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in §101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provisions of this paragraph shall survive any termination of this Agreement.

Section 5.6 Confidentiality.

(a) Unless otherwise required by Applicable Law, each of the Seller and the Servicer will agree to maintain the confidentiality of the Transaction Documents (and all drafts thereof) in communications with third parties and otherwise; provided, that any Transaction Document may be disclosed: (a) to third parties to the extent such disclosure is made pursuant to a written agreement of confidentiality in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, (b) to the Seller’s legal counsel, financial advisors and auditors if they agree to hold it confidential, subject to Applicable Law, (c) in connection with any legal proceeding arising out of or in connection with this Agreement or any other Transaction Document or the preservation or maintenance of that party’s rights hereunder or thereunder, (d) if required to do so by a court of competent jurisdiction whether in pursuance of any procedure for discovering documents or otherwise, (e) in connection with a party’s compliance with any law pursuant to which that party is required or accustomed to act (including applicable SEC requirements) and (f) to any Governmental Authority having jurisdiction over the Seller or the Servicer, the Originators or the Parent. The restrictions in the preceding sentence shall not apply to disclosures to any party to this Agreement by any other party thereto, information already known to a recipient otherwise than in breach of this confidentiality agreement, information also received from another source on terms not requiring it to be kept confidential, or information that is or becomes publicly available otherwise than in breach of this Section 5.6(a).

(b) Unless otherwise required by Applicable Law (in which case, the disclosing Person shall (i) promptly notify the Seller, the Parent, the Servicer and the Originators in advance of such disclosure, to the extent permitted by Applicable Law, and (ii) furnish only that portion of the information which in the good faith determination of the applicable Person is legally required to disclose), each of the Administrator, the Purchaser Agents and the Purchasers will agree to maintain the confidentiality of non-public information regarding the Seller, the Parent, the Servicer and the Originators; provided, that such information may be disclosed to: (i) third parties to the extent such disclosure is made pursuant to a written agreement of confidentiality in form and substance reasonably satisfactory to the Parent, the Servicer, the Seller and the Originators, (ii) legal counsel and auditors of the Purchasers, the Purchaser Agents or the Administrator if they agree to hold it confidential, (iii) any nationally recognized statistical

rating organization, (iv) any Program Support Provider or potential Program Support Provider (if they agree to hold it confidential), and (v) any placement agency placing any Conduit Purchaser’s commercial paper notes and (vi) any Governmental Authority having jurisdiction over the Administrator, any Purchaser Agent, any Purchaser, or any Program Support Provider.

Section 5.7 GOVERNING LAW AND JURISDICTION.

(a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY OTHERWISE APPLICABLE CONFLICTS OF LAW PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

(b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK; AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, THAT IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. EACH OF THE PARTIES HERETO WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH SERVICE MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.

Section 5.8 Execution in Counterparts.

This Agreement may be executed in any number of counterparts, each of which, when so executed, shall be deemed to be an original, and all of which, when taken together, shall constitute one and the same agreement.

Section 5.9 Survival of Termination.

The provisions of Sections 1.7, 1.8, 1.10, 1.18, 1.19, 1.20, 3.1, 3.2, 4.14, 5.4, 5.5, 5.6, 5.7, 5.9, 5.10 and 5.14 shall survive any termination of this Agreement.

Section 5.10 WAIVER OF JURY TRIAL.

EACH OF THE PARTIES HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY

OR PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. EACH OF THE PARTIES HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, EACH OF THE PARTIES HERETO FURTHER AGREES THAT ITS RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING THAT SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

Section 5.11 Entire Agreement.

This Agreement and the other Transaction Documents embody the entire agreement and understanding between the parties hereto, and supersede all prior or contemporaneous agreements and understandings of such Persons, verbal or written, relating to the subject matter hereof and thereof.

Section 5.12 Headings.

The captions and headings of this Agreement and any Exhibit, Schedule or Annex hereto are for convenience of reference only and shall not affect the interpretation hereof or thereof.

Section 5.13 Right of Setoff.

Each Purchaser is hereby authorized (in addition to any other rights it may have), at any time during the continuance of a Termination Event, to setoff, appropriate and apply (without presentment, demand, protest or other notice which are hereby expressly waived) any deposits and any other indebtedness held or owing by such Purchaser (including by any branches or agencies of such Purchaser) to, or for the account of, the Seller against amounts owing by the Seller hereunder (even if contingent or unmatured); provided that such Purchaser shall notify the Seller concurrently with such setoff.

Section 5.14 Purchaser Groups’ Liabilities.

The obligations of the Administrator, each Purchaser Agent and each Purchaser under the Transaction Documents are solely the corporate obligations of such Person. No recourse shall be had for any obligation or claim arising out of or based upon any Transaction Document against any member, employee, officer, director or incorporator of any such Person.

Section 5.15 Sharing of Recoveries.

Each Purchaser agrees that if it receives any recovery, through set-off, judicial action or otherwise, on any amount payable or recoverable hereunder in a greater proportion than should have been received hereunder or otherwise inconsistent with the provisions hereof, then the recipient of such recovery shall purchase for cash an interest in amounts owing to the other Purchasers (as return of Capital or otherwise), without representation or warranty except for the

representation and warranty that such interest is being sold by each such other Purchaser free and clear of any Adverse Claim created or granted by such other Purchaser, in the amount necessary to create proportional participation by the Purchaser in such recovery. If all or any portion of such amount is thereafter recovered from the recipient, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Section 5.16 Defaulting Purchasers.

(a) If any LC Participant becomes a Defaulting Purchaser at any time when there are undrawn Letters of Credit outstanding, then all or any part of such Defaulting Purchaser’s participation in such Letters of Credit shall be reallocated among the LC Participants that are not Defaulting Purchasers in accordance with their respective Pro Rata Shares (calculated without regard to such Defaulting Purchaser’s Commitment), but only to the extent that (x) the conditions precedent to issuance of Letters of Credit are satisfied at the time of such reallocation (and, unless the Seller shall have otherwise notified the Administrator at such time, the Seller shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate credit exposure of any Purchaser to exceed such Purchaser’s Commitment. No such reallocation shall constitute a waiver or release of any claim of any party against a Defaulting Purchaser arising from that Purchaser having become a Defaulting Purchaser, including any claim of any other Purchaser as a result of such other Purchaser’s increased exposure following such reallocation.

(b) If any LC Participant becomes a Defaulting Purchaser at any time when there are undrawn Letters of Credit outstanding and the reallocation described in Section 5.16(a) above cannot, or can only partially, be effected, then the Seller shall (i) within two (2) Business Days following notice by the LC Bank, cash collateralize for the benefit of the LC Bank a portion of the amount of the then outstanding Letters of Credit equal to such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit by depositing such amount into the LC Collateral Account, and (ii) maintain funds in the LC Collateral Account to cash collateralize such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit. The Administrator shall apply funds deposited into the LC Collateral Account to satisfy a Defaulting Purchaser’s obligation to fund its portion of a Reimbursement Purchase requested or deemed requested by the Seller and to fund any Participation Advance required to be made by such Defaulting Purchaser.

(c) The Seller shall not be required to pay such Defaulting Purchaser any fees payable with respect to the amount of the undrawn Letters of Credit that is so cash collateralized by the Seller.

(d) No amount payable by the Seller for the account of a Defaulting Purchaser (whether on account of Capital, Discount, indemnity payments or other amounts) shall be paid or distributed to such Defaulting Purchaser (or its Purchaser Agent), but instead shall be deposited

to the LC Collateral Account until the amount therein is equal to the amount of such Defaulting Purchaser’s Pro Rata Share of the stated amount of the undrawn Letters of Credit that is not cash collateralized, and to the extent of any remaining amounts, to pay to such Defaulting Purchaser amounts owed to it. Notwithstanding any provision herein or in any Fee Letter to the contrary, if any Related Committed Purchaser becomes a Defaulting Purchaser, for so long as such Related Committed Purchaser is a Defaulting Purchaser, Commitment Fees (as defined in the RPA Fee Letter) shall cease to accrue on the Commitment of such Defaulting Purchaser.

(e) No Defaulting Purchaser shall have any right to approve or disapprove any amendment, waiver or consent under this Agreement (and any amendment, waiver or consent which by its terms requires the consent of all Purchasers or each affected Purchaser may be effected with the consent of the applicable Purchasers other than Defaulting Purchasers), except that (x) the Commitment of any Defaulting Purchaser may not be increased or extended without the consent of such Purchaser and (y) any waiver, amendment or modification requiring the consent of all Purchasers or each affected Purchaser that by its terms affects any Defaulting Purchaser more adversely than other affected Purchasers shall require the consent of such Defaulting Purchaser.

Section 5.17 USA Patriot Act.

Each of the Administrator and each of the Purchasers hereby notifies the Seller and the Servicer that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “PATRIOT Act”), the Administrator and the Purchasers may be required to obtain, verify and record information that identifies the Seller, the Servicer, the Originators and the Parent, which information includes the name, address, tax identification number and other information regarding the Seller, the Servicer, the Originators and the Parent that will allow the Administrator and the Purchasers to identify the Seller, the Servicer, the Originators and the Parent in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act. Each of the Seller and the Servicer agrees to provide the Administrator and the Purchasers, from time to time, with all documentation and other information required by bank regulatory authorities under “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act.

Section 5.18 Release of Security Interests.

Upon the Final Payout Date, the security interests in all of the Pool Receivables and Related Security and the Lock-Box Accounts created by the Transaction Documents (for the avoidance of doubt, excluding any ownership, security or other interest of the Seller) shall be automatically terminated and released. In connection with any release pursuant to Section 4.2(b) or this Section 5.18, the Administrator shall (and each Purchaser, each Purchaser Agent and the LC Bank irrevocably authorizes the Administrator to), at the Seller’s expense, execute, deliver or authorize, as applicable, any documents (in form and substance reasonably satisfactory to the Administrator) that Seller (or Servicer on its behalf) may reasonably request which are necessary or desirable to evidence such release, including, without limitation, financing statement amendments (Form UCC-3).

Section 5.19 Construction.

The parties acknowledge and agree that this Agreement shall not be construed more favorably in favor of any party hereto based upon which party drafted the same, it being acknowledged that all parties hereto contributed substantially to the drafting and negotiation of this Agreement.

Section 5.20 Interpretation; Accounting Terms and Principles.

For purposes of this Agreement and all such certificates and other documents delivered in connection herewith, unless the context otherwise requires or unless otherwise specifically provided herein: (a) except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time (subject to the immediately succeeding paragraph); (b) all terms used in Article 9 of the UCC in the State of New York, and not specifically defined herein, are used herein as defined in such Article 9; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words “hereof,” “herein” and “hereunder” and words of similar import refer to such agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of such agreement (or such certificate or document); (e) references to any Section, Annexes, Schedule or Exhibit are references to Sections, Annexes, Schedules and Exhibits in or to such agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the term “including” means “including without limitation”; (g) references to any Applicable Law refer to that Applicable Law as amended from time to time and include any successor Applicable Law; (h) references to any agreement refer to that agreement as from time to time amended, restated or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person’s permitted successors and assigns; (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (k) unless otherwise provided, in the calculation of time from a specified date to a later specified date, the term “from” means “from and including”, and the terms “to” and “until” each means “to but excluding”; (l) terms in one gender include the parallel terms in the neuter and opposite gender; and (m) the term “or” is not exclusive.

If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 1(a) or 2(a) of Exhibit IV and such change shall result in a change in the calculation of any financial covenant, requirement, standard or term found in this Agreement, either the Seller or the Majority Purchaser Agents may by notice to the Purchasers and the Seller, respectively, require that the Purchasers and the Seller negotiate in good faith to amend such covenant, requirement, standard and term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent and its Subsidiaries shall be the same as if such change had not been made. No delay by the Seller or the Majority Purchaser Agents in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant,

standard, or term is amended in accordance with this Section 5.20, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Obligations relating to a lease that was accounted for by a Person as an operating lease before such change in GAAP and any similar lease entered into after such change in GAAP shall be accounted for as obligations relating to an operating lease and not as a capital lease.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective signatories thereunto duly authorized, as of the date first above written.


LYB RECEIVABLES LLC,
as the Seller

By:		/s/ Francesco Svelto
Name:		Francesco Svelto
Title:		President and Treasurer


Address:		LYB Receivables LLC
		▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
		▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention:		Francesco Svelto
Telephone:		(▇▇▇) ▇▇▇-▇▇▇▇
Email:		▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

Receivables Purchase Agreement

(LYB Receivables LLC)

S-1


LYONDELL CHEMICAL COMPANY,
as the initial Servicer

By:		/s/ ▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇

Name:		▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
Title:		Vice President and Deputy General Counsel


Address:		Lyondell Chemical Company
		▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
		▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention:		Francesco Svelto
Telephone:		(▇▇▇) ▇▇▇-▇▇▇▇
Email:		▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

Receivables Purchase Agreement

(LYB Receivables LLC)

S-2


PNC BANK, NATIONAL ASSOCIATION,
as a Related Committed Purchaser and as an LC Participant

By:		/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇

Name:		▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:		Senior Vice President


Address:		PNC Bank, National Association
		Three PNC Plaza
		▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
		▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention:		▇▇▇▇ ▇▇▇▇▇▇▇▇
Telephone:		▇▇▇-▇▇▇-▇▇▇▇
Facsimile:		▇▇▇-▇▇▇-▇▇▇▇
Email:		▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇
With a copy to:▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇

Receivables Purchase Agreement

(LYB Receivables LLC)

S-3


PNC BANK, NATIONAL ASSOCIATION,
as LC Bank

By:		/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇

Name:		▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:		Senior Vice President


Address:		PNC Bank, National Association
		Three PNC Plaza
		▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
		▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention:		▇▇▇▇ ▇▇▇▇▇▇▇▇
Telephone:		412-762- 7325
Facsimile:		▇▇▇-▇▇▇-▇▇▇▇
Email:		▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇
With a copy to:▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇

Receivables Purchase Agreement

(LYB Receivables LLC)

S-4


PNC BANK, NATIONAL ASSOCIATION,
as a Purchaser Agent

By:		/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Name:		▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:		Senior Vice President


Address:		PNC Bank, National Association
		Three PNC Plaza
		▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
		▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention:		▇▇▇▇ ▇▇▇▇▇▇▇▇
Telephone:		412-762- 7325
Facsimile:		▇▇▇-▇▇▇-▇▇▇▇
Email:		▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇
With a copy to:▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇

Receivables Purchase Agreement

(LYB Receivables LLC)

S-5


PNC BANK, NATIONAL ASSOCIATION,
as Administrator

By:		/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇

Name:		▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:		Senior Vice President


Address:		PNC Bank, National Association
		Three PNC Plaza
		▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
		▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention:		▇▇▇▇ ▇▇▇▇▇▇▇▇
Telephone:		▇▇▇-▇▇▇-▇▇▇▇
Facsimile:		▇▇▇-▇▇▇-▇▇▇▇
Email:		▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇
With a copy to: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇

Receivables Purchase Agreement

(LYB Receivables LLC)

▇-▇


▇▇▇▇▇▇ ▇▇▇▇▇▇ FUNDING LLC,
as a Conduit Purchaser

By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇

Name:		▇▇▇▇▇ ▇. ▇▇▇▇
Title:		President


Address:		Market Street Funding LLC
		c/o AMACAR Group, LLC
		▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇. ▇▇▇
		▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention:		▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Telephone:		▇▇▇-▇▇▇-▇▇▇▇
Facsimile:		▇▇▇-▇▇▇-▇▇▇▇
Email:		▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇

With a copy to its Purchaser Agent

Receivables Purchase Agreement

(LYB Receivables LLC)

S-7


THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH,
as a Purchaser Agent

By:		/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇

Name:		▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:		Director


Address:		The Bank of Tokyo-Mitsubishi UFJ, Ltd.,
		New York Branch
		1251 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
		▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention:		Securitization Group
Telephone:		(▇▇▇) ▇▇▇-▇▇▇▇
Facsimile:		(▇▇▇) ▇▇▇-▇▇▇▇
Email:		▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇▇.▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇▇.▇▇


THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as a Related Committed Purchaser and as an LC Participant

By:		/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Name:		▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:		Authorized Signatory


Address:		The Bank of Tokyo-Mitsubishi UFJ, Ltd.,
		New York Branch
		1251 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
		▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention:		Securitization Group
Telephone:		(▇▇▇) ▇▇▇-▇▇▇▇
Facsimile:		(▇▇▇) ▇▇▇-▇▇▇▇
Email:		▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇▇.▇▇ and
		▇▇▇▇▇▇▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇▇.▇▇

Receivables Purchase Agreement

(LYB Receivables LLC)

S-8


GOTHAM FUNDING CORPORATION,
as a Conduit Purchaser

By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇

Name:		▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title:		Vice President


Address:		Gotham Funding Corporation
		c/o Global Securitization Services LLC
		▇▇▇ ▇▇▇▇ ▇▇^▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
		▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:		▇▇▇▇▇ ▇▇▇▇▇▇▇
Facsimile:		(▇▇▇) ▇▇▇-▇▇▇▇
Email:		▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇