Common use of Administrative Agent Clause in Contracts

Administrative Agent. Each of the Lenders and Fronting Banks irrevocably authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under the Loan Documents as are specifically delegated to the Administrative Agent by the terms thereof together with such powers as are reasonably incidental thereto. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub- agents selected and appointed by such Administrative Agent. Each of the Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through Affiliates or its or its Affiliates’ employees. The exculpatory provisions of the following paragraphs shall apply to any such sub-agent, to the Affiliates of the Administrative Agent and any such sub-agent and to the directors, officers and employees of the Administrative Agent, any such sub-agent and their respective Affiliates. The Administrative Agent is hereby expressly authorized and directed by the Lenders to the extent provided in this Agreement, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders all payments of principal of and interest on the Loans and all other amounts due to the Lenders under the Loan Documents, and promptly to distribute to each Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to the Borrowers of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Borrowers pursuant to the Loan Documents as received by the Administrative Agent. Neither the Administrative Agent nor any of their directors, officers, employees or agents shall be liable as such for any action taken or omitted to be taken by it or them under the Loan Documents or in connection therewith (a) at the request or with the approval of the Required Lenders (or, if otherwise specifically required hereunder, the consent of all the Lenders) or (b) in the absence of its or their own bad faith, gross negligence or willful misconduct. Each Lender acknowledges that it has decided to enter into this Agreement and to extend the Loans hereunder based on its own analysis of the creditworthiness of the Borrowers and agrees that the Administrative Agent shall bear no responsibility for such creditworthiness. The Administrative Agent shall not be responsible in any manner to any of the Lenders for the effectiveness, enforceability, genuineness, validity or due execution of the Loan Documents or any other agreements or certificates, requests, financial statements, notices or opinions of counsel or for any recitals, statements, warranties or representations contained in the Loan Documents or in any such instrument or be under any obligation to ascertain or inquire as to the performance or observance of any of the terms, provisions, covenants, conditions, agreements or obligations of the Loan Documents or any other agreements on the part of any Loan Party and, without limiting the generality of the foregoing, the Administrative Agent shall, in the absence of knowledge to the contrary, be entitled to accept any certificate furnished pursuant to any Loan Document as conclusive evidence of the facts stated therein and shall be entitled to rely on any note, notice, consent, certificate, affidavit, letter, telegram, teletype or telecopy message, statement, order or other document which it reasonably believes to be genuine and correct and to have been signed or sent by the proper Person or Persons. It is understood and agreed that the Administrative Agent may exercise its rights and powers under other agreements and instruments to which it is or may be a party and engage in other transactions with Lyondell or any Subsidiary or other Affiliate as though it were not the agent of the Lenders hereunder. The Administrative Agent may consult with legal counsel selected by it in connection with matters arising under the Loan Documents and any action taken or suffered in good faith by it in accordance with the opinion of such counsel shall be full justification and protection to it. The Administrative Agent may exercise any of its powers and rights and perform any duty under the Loan Documents through agents or attorneys. The Lenders shall ratably, in accordance with their Credit Exposures at the time of demand for indemnification hereunder, indemnify the Administrative Agent, in its capacity as agent on behalf of the Lenders (to the extent not reimbursed by the Borrowers pursuant to the terms hereof and without limiting the obligations of the Borrowers to do so) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as results from such Administrative Agent’s gross negligence or willful misconduct) that such Administrative Agent may suffer or incur in connection with this Agreement or any action taken or omitted by it under the Loan Documents. The Administrative Agent may at any time give 30 days’ prior written notice of its resignation to the Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided that such successor shall comply with the requirements of Section 2.20(e) prior to becoming the successor under this Agreement; provided further that, so long as there has been no Event of Default, the Required Lenders shall not appoint a foreign agent as successor if such appointment would result in a tax gross-up or indemnification payment under this Agreement unless (i) the Required Lenders determine, in their reasonable discretion, that such appointment is necessary to avoid material adverse economic, legal or regulatory consequences, (ii) the appointment is at the request of the Borrowers’ Agent or (iii) the appointment is required by law. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders appoint a successor Administrative Agent meeting the qualifications set forth above provided that if the Administrative Agent shall notify Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security as nominee until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through an Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article 8 and Section 10.05 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates, and the officers, directors, partners, employees, agents, advisors and attorneys-in-fact of such Administrative and Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. The Lenders hereby acknowledge that the Administrative Agent shall not be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement unless it shall be requested in writing to do so by the Required Lenders or, where required, all the Lenders. No Agent other than the Administrative Agent shall have any responsibility, obligation or liability whatsoever under the Loan Documents in such capacity (other than as set forth in Section 10.14).

Administrative Agent. (a) Each Bank hereby appoints Well▇ ▇▇▇go Bank (Texas), National Association (and Well▇ ▇▇▇go Bank (Texas), National Association hereby accepts such appointment) as its nominee and agent, in its name and on its behalf: (i) to act as nominee for and on behalf of such Bank in and under all Loan Documents; (ii) to arrange the Lenders and Fronting means whereby the funds of Banks irrevocably authorizes are to be made available to Borrower under the Administrative Agent Loan Documents; (iii) to take such action on its behalf and to exercise such powers as may be requested by any Bank under the Loan Documents (when such Bank is entitled to make such request under the Loan Documents and after such requesting Bank has obtained the concurrence of such other Banks as are specifically delegated to the Administrative Agent by the terms thereof together with such powers as are reasonably incidental thereto. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub- agents selected and appointed by such Administrative Agent. Each of the Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through Affiliates or its or its Affiliates’ employees. The exculpatory provisions of the following paragraphs shall apply to any such sub-agent, to the Affiliates of the Administrative Agent and any such sub-agent and to the directors, officers and employees of the Administrative Agent, any such sub-agent and their respective Affiliates. The Administrative Agent is hereby expressly authorized and directed by the Lenders to the extent provided in this Agreement, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders all payments of principal of and interest on the Loans and all other amounts due to the Lenders be required under the Loan Documents); (iv) to receive all documents and items to be furnished to Banks under the Loan Documents; (v) to be the secured party, mortgagee, beneficiary, and similar party in respect of, and to receive, as the case may be, any collateral for the benefit of Banks; (vi) to timely distribute, and Administrative Agent agrees to so distribute, to each Bank all material information, requests, documents, and items received from Borrower under the Loan Documents; (vii) to promptly to distribute to each Lender Bank its proper share ratable part of each payment so receivedor prepayment (whether voluntary, as proceeds of collateral upon or after foreclosure, as proceeds of insurance thereon, or otherwise) in accordance with the terms of the Loan Documents; (bviii) to give notice deliver to the appropriate Persons requests, demands, approvals, and consents received from Banks; and (ix) to execute, on behalf of each of the Lenders to the Borrowers of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all noticesBanks, financial statements and such releases or other materials delivered documents or instruments as are permitted by the Borrowers pursuant to the Loan Documents as received by the Administrative Agent. Neither the Administrative Agent nor any of their directors, officers, employees or agents shall be liable as such for any action taken or omitted to be taken by it or them under the Loan Documents or in connection therewith as directed by Banks REVOLVING CREDIT AGREEMENT 42 48 or Majority Banks (awhen entitled to so authorize) at the request or with the approval of the Required Lenders (orfrom time to time; provided, if otherwise specifically required hereunderhowever, the consent of all the Lenders) or (b) in the absence of its or their own bad faith, gross negligence or willful misconduct. Each Lender acknowledges that it has decided to enter into this Agreement and to extend the Loans hereunder based on its own analysis of the creditworthiness of the Borrowers and agrees that the Administrative Agent shall bear no responsibility for such creditworthiness. The Administrative Agent shall not be responsible in required to take any manner action which exposes Administrative Agent to any of the Lenders for the effectiveness, enforceability, genuineness, validity personal liability or due execution of which is contrary to the Loan Documents or any other agreements or certificates, requests, financial statements, notices or opinions of counsel or for any recitals, statements, warranties or representations contained in the Loan Documents or in any such instrument or be under any obligation to ascertain or inquire as to the performance or observance of any of the terms, provisions, covenants, conditions, agreements or obligations of the Loan Documents or any other agreements on the part of any Loan Party and, without limiting the generality of the foregoing, the Administrative Agent shall, in the absence of knowledge to the contrary, be entitled to accept any certificate furnished pursuant to any Loan Document as conclusive evidence of the facts stated therein and shall be entitled to rely on any note, notice, consent, certificate, affidavit, letter, telegram, teletype or telecopy message, statement, order or other document which it reasonably believes to be genuine and correct and to have been signed or sent by the proper Person or Persons. It is understood and agreed that the applicable Law. (b) Administrative Agent may exercise its rights and powers under other agreements and instruments to which it is or may be a party and engage in other transactions with Lyondell or resign at any Subsidiary or other Affiliate time as though it were not the agent of the Lenders hereunder. The Administrative Agent may consult with legal counsel selected by it in connection with matters arising under the Loan Documents by giving written notice thereof to Banks and Borrower. Should the initial or any action taken or suffered in good faith by it in accordance with the opinion of such counsel shall be full justification and protection to it. The successor Administrative Agent may exercise ever cease to be a party hereto or should the initial or any of its powers and rights and perform any duty under the Loan Documents through agents or attorneys. The Lenders shall ratably, in accordance with their Credit Exposures at the time of demand for indemnification hereunder, indemnify the successor Administrative Agent ever resign as Administrative Agent, in its capacity as agent on behalf then Majority Banks shall elect the successor Administrative Agent from among the Banks (other than the resigning Administrative Agent) with the consent of the Lenders Borrower (unless an Event of Default has occurred and is continuing), which consent is not to the extent not reimbursed be unreasonably withheld or delayed by the Borrowers pursuant to the terms hereof and without limiting the obligations of the Borrowers to do so) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as results from such Administrative Agent’s gross negligence or willful misconduct) that such Administrative Agent may suffer or incur in connection with this Agreement or any action taken or omitted by it under the Loan Documents. The Administrative Agent may at any time give 30 days’ prior written notice of its resignation to the Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided that such successor shall comply with the requirements of Section 2.20(e) prior to becoming the successor under this Agreement; provided further that, so long as there has been no Event of Default, the Required Lenders shall not appoint a foreign agent as successor if such appointment would result in a tax gross-up or indemnification payment under this Agreement unless (i) the Required Lenders determine, in their reasonable discretion, that such appointment is necessary to avoid material adverse economic, legal or regulatory consequences, (ii) the appointment is at the request of the Borrowers’ Agent or (iii) the appointment is required by lawBorrower. If no such successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment Majority Banks, within 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignation, then the retiring Administrative Agent may may, on behalf of the Lenders Banks, appoint a successor Administrative Agent meeting with the qualifications set forth above provided that if consent of the Borrower (unless an Event of Default has occurred and is continuing), which consent is not to be unreasonably withheld or delayed by the Borrower, which shall be a commercial bank having a combined capital and surplus of at least $1,000,000,000. Upon the acceptance of any appointment as Administrative Agent under the Loan Documents by a successor Administrative Agent, such successor Administrative Agent shall notify Borrowers thereupon succeed to and become vested with all the Lenders that no qualifying Person has accepted such appointmentRights of the retiring Administrative Agent, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder of Administrative Agent under the Loan Documents and each Bank shall execute such documents as any Bank may reasonably request to reflect such change in and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the . After any retiring Administrative Agent shall continue to hold such collateral security as nominee until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through an Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment Agent's resignation as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article 8 and Section 10.05 SECTION 11 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates, and the officers, directors, partners, employees, agents, advisors and attorneys-in-fact of such Administrative and Affiliates in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Administrative Agent was under the Loan Documents. (c) Administrative Agent, in its capacity as a Bank, shall have the same Rights under the Loan Documents as any other Bank and may exercise the same as though it were not acting as Administrative Agent. The Lenders hereby acknowledge that ; the term "Bank" shall, unless the context otherwise indicates, include Administrative Agent; and any resignation by Administrative Agent hereunder shall not be under impair or otherwise affect any duty to take any discretionary action permitted to be taken by Rights which it pursuant to the provisions of this Agreement unless it shall be requested has or may have in writing to do so by the Required Lenders or, where required, all the Lendersits capacity as an individual Bank. No Agent other than the Each Bank and Borrower agree that Administrative Agent shall have any responsibilityis not a fiduciary for Banks or for Borrower but simply is acting in the capacity described herein to alleviate administrative burdens for both Borrower and Banks, obligation that Administrative Agent has no duties or liability whatsoever under the Loan Documents in such capacity (other than as responsibilities to Banks or Borrower except those expressly set forth herein, and that Administrative Agent in Section 10.14)its capacity as a Bank has all Rights of any other Bank.

Administrative Agent. (a) Each Facility B Lender (including any Facility B Lender in its capacity as an issuer of a Financial Hedge) hereby appoints NationsBank (and NationsBank hereby accepts such appointment) as its nominee and agent, in its name and on its behalf: (i) to act as nominee for and on behalf of such Facility B Lender in and under all Facility B Loan Papers; (ii) to arrange the means whereby the funds of Facility B Lenders and Fronting Banks irrevocably authorizes are to be made available to Borrower under the Administrative Agent Facility B Loan Papers; (iii) to take such action on its behalf and to exercise such powers as may be requested by any Facility B Lender under the Facility B Loan Documents Papers (when such Facility B Lender is entitled to make such request under the Facility B Loan Papers and after such requesting Facility B Lender has obtained the concurrence of such other Facility B Lenders as are specifically delegated to may be required under the Administrative Agent by the terms thereof together with such powers as are reasonably incidental thereto. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub- agents selected and appointed by such Administrative Agent. Each of the Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through Affiliates or its or its Affiliates’ employees. The exculpatory provisions of the following paragraphs shall apply to any such sub-agent, to the Affiliates of the Administrative Agent and any such sub-agent and to the directors, officers and employees of the Administrative Agent, any such sub-agent and their respective Affiliates. The Administrative Agent is hereby expressly authorized and directed by the Lenders to the extent provided in this Agreement, without hereby limiting any implied authority, Facility B Loan Papers); (aiv) to receive all documents and items to be furnished to Facility B Lenders under the Facility B Loan Papers; (v) to be the secured party, mortgagee, beneficiary, and similar party in respect of, and to receive, as the case may be, any collateral for the benefit of Facility B Lenders; (vi) to timely distribute, and Administrative Agent agrees to so distribute, to each Facility B Lender all material information, requests, documents, and items received from Borrower under the Facility B Loan Papers; (vii) to promptly distribute to each Facility B Lender its ratable part of each payment or prepayment (whether voluntary, as proceeds of collateral upon or after foreclosure, as proceeds of insurance thereon, or otherwise) in accordance with the terms of the Facility B Loan Papers; (viii) to deliver to the appropriate Persons requests, demands, approvals, and consents received from Facility B Lenders; and (ix) to execute, on behalf of the Lenders all payments of principal of and interest on the Loans and all Facility B Lenders, such releases or other amounts due to the Lenders under the Loan Documents, and promptly to distribute to each Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to the Borrowers of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered documents or instruments as are permitted by the Borrowers pursuant Facility B Loan Papers or as directed by Facility B Lenders from time to the Loan Documents as received by the Administrative Agent. Neither the Administrative Agent nor any of their directorstime; provided, officershowever, employees or agents shall be liable as such for any action taken or omitted to be taken by it or them under the Loan Documents or in connection therewith (a) at the request or with the approval of the Required Lenders (or, if otherwise specifically required hereunder, the consent of all the Lenders) or (b) in the absence of its or their own bad faith, gross negligence or willful misconduct. Each Lender acknowledges that it has decided to enter into this Agreement and to extend the Loans hereunder based on its own analysis of the creditworthiness of the Borrowers and agrees that the Administrative Agent shall bear no responsibility for such creditworthiness. The Administrative Agent shall not be responsible in required to take any manner action which exposes Administrative Agent to any of the Lenders for the effectiveness, enforceability, genuineness, validity personal liability or due execution of the Loan Documents or any other agreements or certificates, requests, financial statements, notices or opinions of counsel or for any recitals, statements, warranties or representations contained in the Loan Documents or in any such instrument or be under any obligation to ascertain or inquire as which is contrary to the performance Facility B Loan Papers or observance of any of the terms, provisions, covenants, conditions, agreements or obligations of the Loan Documents or any other agreements on the part of any Loan Party and, without limiting the generality of the foregoing, the Administrative Agent shall, in the absence of knowledge to the contrary, be entitled to accept any certificate furnished pursuant to any Loan Document as conclusive evidence of the facts stated therein and shall be entitled to rely on any note, notice, consent, certificate, affidavit, letter, telegram, teletype or telecopy message, statement, order or other document which it reasonably believes to be genuine and correct and to have been signed or sent by the proper Person or Persons. It is understood and agreed that the applicable Law. (b) Administrative Agent may exercise its rights resign at any time as Administrative Agent under the Facility B Loan Papers by giving written notice thereof to Facility B Lenders and powers may be removed as Administrative Agent under other agreements and instruments the Facility B Loan Papers at any time with cause by Determining Lenders. Should the initial or any successor Administrative Agent ever cease to which it is or may be a party and engage in other transactions with Lyondell hereto or should the initial or any Subsidiary or other Affiliate as though it were not the agent of the Lenders hereunder. The successor Administrative Agent may consult with legal counsel selected by it in connection with matters arising under the Loan Documents and any action taken ever resign or suffered in good faith by it in accordance with the opinion of such counsel shall be full justification and protection to it. The Administrative Agent may exercise any of its powers and rights and perform any duty under the Loan Documents through agents or attorneys. The Lenders shall ratably, in accordance with their Credit Exposures at the time of demand for indemnification hereunder, indemnify the removed as Administrative Agent, in its capacity as agent on behalf of then Determining Lenders shall elect the successor Administrative Agent from among the Lenders (to other than the extent not reimbursed by the Borrowers pursuant to the terms hereof and without limiting the obligations of the Borrowers to do so) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as results from such resigning Administrative Agent’s gross negligence or willful misconduct) that such Administrative Agent may suffer or incur in connection with this Agreement or any action taken or omitted by it under the Loan Documents. The Administrative Agent may at any time give 30 days’ prior written notice of its resignation to the Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided that such successor shall comply with the requirements of Section 2.20(e) prior to becoming the successor under this Agreement; provided further that, so long as there has been no Event of Default, the Required Lenders shall not appoint a foreign agent as successor if such appointment would result in a tax gross-up or indemnification payment under this Agreement unless (i) the Required Lenders determine, in their reasonable discretion, that such appointment is necessary to avoid material adverse economic, legal or regulatory consequences, (ii) the appointment is at the request of the Borrowers’ Agent or (iii) the appointment is required by law). If no such successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment Determining Lenders, within 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignationresignation or Determining Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may may, on behalf of the Lenders Facility B Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above provided that if the Administrative Agent shall notify Borrowers and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent which shall be discharged from its duties a commercial bank having a combined capital and obligations hereunder and under the other Loan Documents (except that in the case surplus of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security as nominee until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through an Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraphat least $1,000,000,000. Upon the acceptance of a successor’s any appointment as Administrative Agent hereunderunder the Facility B Loan Papers by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article 8 and Section 10.05 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates, and the officers, directors, partners, employees, agents, advisors and attorneys-in-fact of such Administrative and Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. The Lenders hereby acknowledge that the Administrative Agent shall not be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement unless it shall be requested in writing to do so by the Required Lenders or, where required, all the Lenders. No Agent other than the Administrative Agent shall have any responsibility, obligation or liability whatsoever under the Loan Documents in such capacity (other than as set forth in Section 10.14).the

Administrative Agent. (a) Each Lender (including any Lender in its capacity as an issuer of a Financial Hedge or as a Swing Line Lender) hereby appoints NationsBank (and NationsBank hereby accepts such appointment) as its nominee and agent, in its name and on its behalf: (i) to act as nominee for and on behalf of such Lender in and under all Loan Papers; (ii) to arrange the means whereby the funds of Lenders and Fronting Banks irrevocably authorizes are to be made available to Borrower under the Administrative Agent Loan Papers; (iii) to take such action on its behalf and to exercise such powers as may be requested by any Lender under the Loan Documents Papers (when such Lender is entitled to make such request under the Loan Papers and after such requesting Lender has obtained the concurrence of such other Lenders as are specifically delegated to may be required under the Administrative Agent by the terms thereof together with such powers as are reasonably incidental thereto. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub- agents selected and appointed by such Administrative Agent. Each of the Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through Affiliates or its or its Affiliates’ employees. The exculpatory provisions of the following paragraphs shall apply to any such sub-agent, to the Affiliates of the Administrative Agent and any such sub-agent and to the directors, officers and employees of the Administrative Agent, any such sub-agent and their respective Affiliates. The Administrative Agent is hereby expressly authorized and directed by the Lenders to the extent provided in this Agreement, without hereby limiting any implied authority, Loan Papers); (aiv) to receive on behalf of the Lenders all payments of principal of documents and interest on the Loans and all other amounts due items to the be furnished to Lenders under the Loan DocumentsPapers; (v) to 364-DAY REVOLVING CREDIT AND TERM LOAN AGREEMENT 51 57 be the secured party, mortgagee, beneficiary, and similar party in respect of, and to receive, as the case may be, any collateral for the benefit of Lenders; (vi) to timely distribute, and Administrative Agent agrees to so distribute, to each Lender all material information, requests, documents, and items received from Borrower under the Loan Papers; (vii) to promptly to distribute to each Lender its proper share ratable part of each payment so receivedor prepayment (whether voluntary, as proceeds of collateral upon or after foreclosure, as proceeds of insurance thereon, or otherwise) in accordance with the terms of the Loan Papers; (bviii) to give notice deliver to the appropriate Persons requests, demands, approvals, and consents received from Lenders; and (ix) to execute, on behalf of each of the Lenders to the Borrowers of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all noticesLenders, financial statements and such releases or other materials delivered documents or instruments as are permitted by the Borrowers pursuant Loan Papers or as directed by Lenders from time to the Loan Documents as received by the Administrative Agent. Neither the Administrative Agent nor any of their directorstime; provided, officershowever, employees or agents shall be liable as such for any action taken or omitted to be taken by it or them under the Loan Documents or in connection therewith (a) at the request or with the approval of the Required Lenders (or, if otherwise specifically required hereunder, the consent of all the Lenders) or (b) in the absence of its or their own bad faith, gross negligence or willful misconduct. Each Lender acknowledges that it has decided to enter into this Agreement and to extend the Loans hereunder based on its own analysis of the creditworthiness of the Borrowers and agrees that the Administrative Agent shall bear no responsibility for such creditworthiness. The Administrative Agent shall not be responsible in required to take any manner action which exposes Administrative Agent to any of the Lenders for the effectiveness, enforceability, genuineness, validity personal liability or due execution of which is contrary to the Loan Documents Papers or any other agreements or certificates, requests, financial statements, notices or opinions of counsel or for any recitals, statements, warranties or representations contained in the Loan Documents or in any such instrument or be under any obligation to ascertain or inquire as to the performance or observance of any of the terms, provisions, covenants, conditions, agreements or obligations of the Loan Documents or any other agreements on the part of any Loan Party and, without limiting the generality of the foregoing, the Administrative Agent shall, in the absence of knowledge to the contrary, be entitled to accept any certificate furnished pursuant to any Loan Document as conclusive evidence of the facts stated therein and shall be entitled to rely on any note, notice, consent, certificate, affidavit, letter, telegram, teletype or telecopy message, statement, order or other document which it reasonably believes to be genuine and correct and to have been signed or sent by the proper Person or Persons. It is understood and agreed that the applicable Law. (b) Administrative Agent may exercise its rights resign at any time as Administrative Agent under the Loan Papers by giving written notice thereof to Lenders and powers may be removed as Administrative Agent under other agreements and instruments the Loan Papers at any time with cause by Determining Lenders. Should the initial or any successor Administrative Agent ever cease to which it is or may be a party and engage in other transactions with Lyondell hereto or should the initial or any Subsidiary or other Affiliate as though it were not the agent of the Lenders hereunder. The successor Administrative Agent may consult with legal counsel selected by it in connection with matters arising under the Loan Documents and any action taken ever resign or suffered in good faith by it in accordance with the opinion of such counsel shall be full justification and protection to it. The Administrative Agent may exercise any of its powers and rights and perform any duty under the Loan Documents through agents or attorneys. The Lenders shall ratably, in accordance with their Credit Exposures at the time of demand for indemnification hereunder, indemnify the removed as Administrative Agent, in its capacity as agent on behalf of then Determining Lenders shall elect the successor Administrative Agent from among the Lenders (to other than the extent not reimbursed by the Borrowers pursuant to the terms hereof and without limiting the obligations of the Borrowers to do so) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as results from such resigning Administrative Agent’s gross negligence or willful misconduct) that such Administrative Agent may suffer or incur in connection with this Agreement or any action taken or omitted by it under the Loan Documents. The Administrative Agent may at any time give 30 days’ prior written notice of its resignation to the Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided that such successor shall comply with the requirements of Section 2.20(e) prior to becoming the successor under this Agreement; provided further that, so long as there has been no Event of Default, the Required Lenders shall not appoint a foreign agent as successor if such appointment would result in a tax gross-up or indemnification payment under this Agreement unless (i) the Required Lenders determine, in their reasonable discretion, that such appointment is necessary to avoid material adverse economic, legal or regulatory consequences, (ii) the appointment is at the request of the Borrowers’ Agent or (iii) the appointment is required by law). If no such successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment Determining Lenders, within 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignationresignation or Determining Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may may, on behalf of the Lenders Lenders, appoint a successor Administrative Agent, which shall be a commercial bank having a combined capital and surplus of at least $1,000,000,000. Upon the acceptance of any appointment as Administrative Agent meeting under the qualifications set forth above provided that if the Loan Papers by a successor Administrative Agent, such successor Administrative Agent shall notify Borrowers thereupon succeed to and become vested with all the Lenders that no qualifying Person has accepted such appointmentRights of the retiring Administrative Agent, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder of Administrative Agent under the Loan Papers, and each Lender shall execute such documents as any Lender may reasonably request to reflect such change in and under the other Loan Documents (except that in the case of Papers. After any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security as nominee until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to Agent's resignation or through an Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment removal as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). After the retiring Administrative Agent’s resignation hereunder and under the other Loan DocumentsPapers, the provisions of this Article 8 and Section 10.05 SECTION 10 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates, and the officers, directors, partners, employees, agents, advisors and attorneys-in-fact of such Administrative and Affiliates in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Administrative Agent was under the Loan Papers. (c) Administrative Agent, in its capacity as a Lender, shall have the same Rights under the Loan Papers as any other Lender and may exercise the same as though it were not acting as Administrative Agent. The Lenders hereby acknowledge that ; the term "Lender" shall, unless the context otherwise indicates, include Administrative Agent; and any resignation, or removal of by Administrative Agent hereunder shall not be under impair or otherwise affect any duty to take any discretionary action permitted to be taken by Rights which it pursuant to the provisions of this Agreement unless it shall be requested has or may have in writing to do so by the Required Lenders or, where required, all the Lendersits capacity as an individual Lender. No Agent other than the Each Lender and Borrower agree that Administrative Agent shall have any responsibilityis not a fiduciary for Lenders or for Borrower but simply is acting in the capacity described herein to alleviate administrative burdens for both Borrower and Lenders, obligation that Administrative Agent has no duties or liability whatsoever under the Loan Documents in such capacity (other than as responsibilities to Lenders or Borrower except those expressly set forth herein, and that Administrative Agent in Section 10.14)its capacity as a Lender has all Rights of any other Lender.

Administrative Agent. (a) Each Lender hereby appoints Bank of America, N.A. (and Bank of America, N.A. hereby accepts such appointment) as its nominee and agent, in its name and on its behalf: (i) to act as nominee for and on behalf of such Lender in and under all Loan Papers; (ii) to arrange the means whereby the funds of Lenders and Fronting Banks irrevocably authorizes are to be made available to any Borrower under the Administrative Agent Loan Papers; (iii) to take such action on its behalf and to exercise such powers as may be requested by any Lender under the Loan Documents Papers (when such Lender is entitled to make such request under the Loan Papers and after such requesting Lender has obtained the concurrence of such other Lenders as are specifically delegated to may be required under the Administrative Agent by the terms thereof together with such powers as are reasonably incidental thereto. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub- agents selected and appointed by such Administrative Agent. Each of the Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through Affiliates or its or its Affiliates’ employees. The exculpatory provisions of the following paragraphs shall apply to any such sub-agent, to the Affiliates of the Administrative Agent and any such sub-agent and to the directors, officers and employees of the Administrative Agent, any such sub-agent and their respective Affiliates. The Administrative Agent is hereby expressly authorized and directed by the Lenders to the extent provided in this Agreement, without hereby limiting any implied authority, Loan Papers); (aiv) to receive on behalf of the Lenders all payments of principal of documents and interest on the Loans and all other amounts due items to the be furnished to Lenders under the Loan DocumentsPapers; (v) to timely distribute, and Administrative Agent agrees to so distribute, to each Lender all material information, requests, documents, and items received from any Loan Party or DCCLP under the Loan Papers; (vi) to promptly to distribute to each Lender its proper share ratable part of each payment so receivedor prepayment (whether voluntary, as proceeds of collateral upon or after foreclosure, as proceeds of insurance thereon, or otherwise) in accordance with the terms of the Loan Papers; (bvii) to give notice deliver to the appropriate Persons requests, demands, approvals, and consents received from Lenders; and (viii) to execute, on behalf of each of the Lenders to the Borrowers of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all noticesLenders, financial statements and such releases or other materials delivered documents or instruments as are permitted by the Borrowers pursuant Loan Papers or as directed by Lenders from time to the Loan Documents as received by the Administrative Agent. Neither the Administrative Agent nor any of their directorstime; PROVIDED, officersHOWEVER, employees or agents shall be liable as such for any action taken or omitted to be taken by it or them under the Loan Documents or in connection therewith (a) at the request or with the approval of the Required Lenders (or, if otherwise specifically required hereunder, the consent of all the Lenders) or (b) in the absence of its or their own bad faith, gross negligence or willful misconduct. Each Lender acknowledges that it has decided to enter into this Agreement and to extend the Loans hereunder based on its own analysis of the creditworthiness of the Borrowers and agrees that the Administrative Agent shall bear no responsibility for such creditworthiness. The Administrative Agent shall not be responsible in required to take any manner action which exposes Administrative Agent to any of the Lenders for the effectiveness, enforceability, genuineness, validity personal liability or due execution of which is contrary to the Loan Documents Papers or any other agreements or certificates, requests, financial statements, notices or opinions of counsel or for any recitals, statements, warranties or representations contained in the Loan Documents or in any such instrument or be under any obligation to ascertain or inquire as to the performance or observance of any of the terms, provisions, covenants, conditions, agreements or obligations of the Loan Documents or any other agreements on the part of any Loan Party and, without limiting the generality of the foregoing, the Administrative Agent shall, in the absence of knowledge to the contrary, be entitled to accept any certificate furnished pursuant to any Loan Document as conclusive evidence of the facts stated therein and shall be entitled to rely on any note, notice, consent, certificate, affidavit, letter, telegram, teletype or telecopy message, statement, order or other document which it reasonably believes to be genuine and correct and to have been signed or sent by the proper Person or Persons. It is understood and agreed that the applicable Law. (b) Administrative Agent may exercise its rights resign at any time as Administrative Agent under the Loan Papers by giving written notice thereof to Lenders and powers may be removed as Administrative Agent under other agreements and instruments the Loan Papers at any time with cause by Required Lenders. Should the initial or any successor Administrative Agent ever cease to which it is or may be a party and engage in other transactions with Lyondell hereto or should the initial or any Subsidiary or other Affiliate as though it were not the agent of the Lenders hereunder. The successor Administrative Agent may consult with legal counsel selected by it in connection with matters arising under the Loan Documents and any action taken ever resign or suffered in good faith by it in accordance with the opinion of such counsel shall be full justification and protection to it. The Administrative Agent may exercise any of its powers and rights and perform any duty under the Loan Documents through agents or attorneys. The Lenders shall ratably, in accordance with their Credit Exposures at the time of demand for indemnification hereunder, indemnify the removed as Administrative Agent, in its capacity as agent on behalf of then Required Lenders shall elect the successor Administrative Agent from among the Lenders (to OTHER THAN the extent not reimbursed by the Borrowers pursuant to the terms hereof and without limiting the obligations of the Borrowers to do so) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as results from such resigning Administrative Agent’s gross negligence or willful misconduct) that such Administrative Agent may suffer or incur in connection with this Agreement or any action taken or omitted by it under the Loan Documents. The Administrative Agent may at any time give 30 days’ prior written notice of its resignation to the Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided that such successor shall comply with the requirements of Section 2.20(e) prior to becoming the successor under this Agreement; provided further that, so long as there has been no Event of Default, the Required Lenders shall not appoint a foreign agent as successor if such appointment would result in a tax gross-up or indemnification payment under this Agreement unless (i) the Required Lenders determine, in their reasonable discretion, that such appointment is necessary to avoid material adverse economic, legal or regulatory consequences, (ii) the appointment is at the request of the Borrowers’ Agent or (iii) the appointment is required by law). If no such successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment Lenders, within 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignationresignation or Required Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may may, on behalf of the Lenders Lenders, appoint a successor Administrative Agent, which shall be a commercial bank having a combined capital and surplus of at least $1,000,000,000. Upon the acceptance of any appointment as Administrative Agent meeting under the qualifications set forth above provided that if the Loan Papers by a successor Administrative Agent, such successor Administrative Agent shall notify Borrowers thereupon succeed to and become vested with all the Lenders that no qualifying Person has accepted such appointmentRights of the retiring Administrative Agent, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and of Administrative Agent under the other Loan Documents Papers (except that PROVIDED, HOWEVER, THAT when used in connection with LCs issued and outstanding prior to the case of any collateral security held by the Administrative Agent on behalf appointment of the Lenders under any of the Loan Documentssuccessor Administrative Agent, the retiring Administrative Agent "ADMINISTRATIVE AGENT" shall continue to hold such collateral security as nominee until such time as a refer solely to the bank that issued the outstanding LC; PROVIDED FURTHER THAT any LCs issued or renewed after the appointment of any successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through an Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties issued by such successor Administrative Agent), and obligations hereunder or each Lender shall execute such documents as any Lender may reasonably request to reflect such change in and under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph)Papers. After the any retiring Administrative Agent’s 's resignation hereunder and or removal as Administrative Agent under the other Loan DocumentsPapers, the provisions of this Article 8 and Section 10.05 SECTION 12 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates, and the officers, directors, partners, employees, agents, advisors and attorneys-in-fact of such Administrative and Affiliates in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Administrative Agent was under the Loan Papers. (c) Administrative Agent, in its capacity as a Lender, shall have the same Rights under the Loan Papers as any other Lender and may exercise the same as though it were not acting as Administrative Agent. The Lenders hereby acknowledge that ; the term "LENDER" shall, UNLESS the context otherwise indicates, include Administrative Agent; and any resignation, or removal of Administrative Agent hereunder shall not be under impair or otherwise affect any duty to take any discretionary action permitted to be taken by Rights which it pursuant to the provisions of this Agreement unless it shall be requested has or may have in writing to do so by the Required Lenders orits capacity as an individual Lender. Each Lender, where requiredLoan Party, all the Lenders. No Agent other than the and DCCLP agree that Administrative Agent shall have is not a fiduciary for Lenders or for DCCLP or any responsibility, obligation or liability whatsoever under Loan Party but simply is acting in the capacity described herein to alleviate administrative burdens for the Loan Documents in such capacity (other than as Parties, DCCLP, and Lenders, that Administrative Agent has no duties or responsibilities to Lenders, the Loan Parties, or DCCLP EXCEPT those expressly set forth herein, and that Administrative Agent in Section 10.14)its capacity as a Lender has all Rights of any other Lender.

Administrative Agent. (a) Each Lender hereby appoints NationsBank of Texas, N.A. (and NationsBank of Texas, N.A. hereby accepts such appointment) as its nominee and agent, in its name and on its behalf: (i) to act as nominee for and on behalf of such Lender in and under all Loan Papers; (ii) to arrange the means whereby the funds of Lenders and Fronting Banks irrevocably authorizes are to be made available to Borrower under the Administrative Agent Loan Papers; (iii) to take such action on its behalf and to exercise such powers as may be requested by any Lender under the Loan Documents Papers (when such Lender is entitled to make such request under the Loan Papers and after such requesting Lender has obtained the concurrence of such other Lenders as are specifically delegated to may be required under the Administrative Agent by the terms thereof together with such powers as are reasonably incidental thereto. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub- agents selected and appointed by such Administrative Agent. Each of the Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through Affiliates or its or its Affiliates’ employees. The exculpatory provisions of the following paragraphs shall apply to any such sub-agent, to the Affiliates of the Administrative Agent and any such sub-agent and to the directors, officers and employees of the Administrative Agent, any such sub-agent and their respective Affiliates. The Administrative Agent is hereby expressly authorized and directed by the Lenders to the extent provided in this Agreement, without hereby limiting any implied authority, Loan Papers); (aiv) to receive on behalf of the Lenders all payments of principal of documents and interest on the Loans and all other amounts due items to the be furnished to Lenders under the Loan DocumentsPapers; (v) to timely distribute, and Administrative Agent agrees to so distribute, to each Lender all material information, requests, documents, and items received from Borrower under the Loan Papers; (vi) to promptly to distribute to each Lender its proper share ratable part of each payment so receivedor prepayment (whether voluntary, as proceeds of collateral upon or after foreclosure, as proceeds of insurance thereon, or otherwise) in accordance with the terms of the Loan Papers; (bvii) to give notice deliver to the appropriate Persons requests, demands, approvals, and consents received from Lenders; and (viii) to execute, on behalf of each of the Lenders to the Borrowers of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all noticesLenders, financial statements and such releases or other materials delivered documents or instruments as are permitted by the Borrowers pursuant Loan Papers or as directed by Lenders from time to the Loan Documents as received by the Administrative Agent. Neither the Administrative Agent nor any of their directorstime; PROVIDED, officersHOWEVER, employees or agents shall be liable as such for any action taken or omitted to be taken by it or them under the Loan Documents or in connection therewith (a) at the request or with the approval of the Required Lenders (or, if otherwise specifically required hereunder, the consent of all the Lenders) or (b) in the absence of its or their own bad faith, gross negligence or willful misconduct. Each Lender acknowledges that it has decided to enter into this Agreement and to extend the Loans hereunder based on its own analysis of the creditworthiness of the Borrowers and agrees that the Administrative Agent shall bear no responsibility for such creditworthiness. The Administrative Agent shall not be responsible in required to take any manner action which exposes Administrative Agent to any of the Lenders for the effectiveness, enforceability, genuineness, validity personal liability or due execution of which is contrary to the Loan Documents Papers or any other agreements or certificates, requests, financial statements, notices or opinions of counsel or for any recitals, statements, warranties or representations contained in the Loan Documents or in any such instrument or be under any obligation to ascertain or inquire as to the performance or observance of any of the terms, provisions, covenants, conditions, agreements or obligations of the Loan Documents or any other agreements on the part of any Loan Party and, without limiting the generality of the foregoing, the Administrative Agent shall, in the absence of knowledge to the contrary, be entitled to accept any certificate furnished pursuant to any Loan Document as conclusive evidence of the facts stated therein and shall be entitled to rely on any note, notice, consent, certificate, affidavit, letter, telegram, teletype or telecopy message, statement, order or other document which it reasonably believes to be genuine and correct and to have been signed or sent by the proper Person or Persons. It is understood and agreed that the applicable Law. (b) Administrative Agent may exercise its rights resign at any time as Administrative Agent under the Loan Papers by giving written notice thereof to Lenders and powers may be removed as Administrative Agent under other agreements and instruments the Loan Papers at any time with cause by Required Lenders. Should the initial or any successor Administrative Agent ever cease to which it is or may be a party and engage in other transactions with Lyondell hereto or should the initial or any Subsidiary or other Affiliate as though it were not the agent of the Lenders hereunder. The successor Administrative Agent may consult with legal counsel selected by it in connection with matters arising under the Loan Documents and any action taken ever resign or suffered in good faith by it in accordance with the opinion of such counsel shall be full justification and protection to it. The Administrative Agent may exercise any of its powers and rights and perform any duty under the Loan Documents through agents or attorneys. The Lenders shall ratably, in accordance with their Credit Exposures at the time of demand for indemnification hereunder, indemnify the removed as Administrative Agent, in its capacity as agent on behalf of then Required Lenders shall elect the successor Administrative Agent from among the Lenders (to other than the extent not reimbursed by the Borrowers pursuant to the terms hereof and without limiting the obligations of the Borrowers to do so) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as results from such resigning Administrative Agent’s gross negligence or willful misconduct) that such Administrative Agent may suffer or incur in connection with this Agreement or any action taken or omitted by it under the Loan Documents. The Administrative Agent may at any time give 30 days’ prior written notice of its resignation to the Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided that such successor shall comply with the requirements of Section 2.20(e) prior to becoming the successor under this Agreement; provided further that, so long as there has been no Event of Default, the Required Lenders shall not appoint a foreign agent as successor if such appointment would result in a tax gross-up or indemnification payment under this Agreement unless (i) the Required Lenders determine, in their reasonable discretion, that such appointment is necessary to avoid material adverse economic, legal or regulatory consequences, (ii) the appointment is at the request of the Borrowers’ Agent or (iii) the appointment is required by law). If no such successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment Lenders, within 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignationresignation or Required Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may may, on behalf of the Lenders Lenders, appoint a successor Administrative Agent, which shall be a commercial bank having a combined capital and surplus of at least $1,000,000,000. Upon the acceptance of any appointment as Administrative Agent meeting under the qualifications set forth above provided that if the Loan Papers by a successor Administrative Agent, such successor Administrative Agent shall notify Borrowers thereupon succeed to and become vested with all the Lenders that no qualifying Person has accepted such appointmentRights of the retiring Administrative Agent, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder of Administrative Agent under the Loan Papers, and each Lender shall execute such documents as any Lender may reasonably request to reflect such change in and under the other Loan Documents (except that in the case of Papers. After any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security as nominee until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to Agent's resignation or through an Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment removal as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). After the retiring Administrative Agent’s resignation hereunder and under the other Loan DocumentsPapers, the provisions of this Article 8 and Section 10.05 SECTION 12 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates, and the officers, directors, partners, employees, agents, advisors and attorneys-in-fact of such Administrative and Affiliates in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Administrative Agent was under the Loan Papers. (c) Administrative Agent, in its capacity as a Lender, shall have the same Rights under the Loan Papers as any other Lender and may exercise the same as though it were not acting as Administrative Agent. The Lenders hereby acknowledge that ; the term "LENDER" shall, unless the context otherwise indicates, include Administrative Agent; and any resignation, or removal of by Administrative Agent hereunder shall not be under impair or otherwise affect any duty to take any discretionary action permitted to be taken by Rights which it pursuant to the provisions of this Agreement unless it shall be requested has or may have in writing to do so by the Required Lenders or, where required, all the Lendersits capacity as an individual Lender. No Agent other than the Each Lender and Borrower agree that Administrative Agent shall have any responsibilityis not a fiduciary for Lenders or for Borrower but simply is acting in the capacity described herein to alleviate administrative burdens for both Borrower and Lenders, obligation that Administrative Agent has no duties or liability whatsoever under the Loan Documents in such capacity (other than as responsibilities to Lenders or Borrower except those expressly set forth herein, and that Administrative Agent in Section 10.14)its capacity as a Lender has all Rights of any other Lender.

Administrative Agent. (a) Each Lender hereby appoints Calyon New York Branch (and Calyon New York Branch, hereby accepts such appointment) as its nominee and agent, in its name and on its behalf: (i) to act as nominee for and on behalf of such Lender in and under all Loan Papers; (ii) to arrange the means whereby the funds of the Lenders and Fronting Banks irrevocably authorizes are to be made available to or for the Administrative Agent benefit of the Company under the Loan Papers; (iii) to take such action on its behalf and to exercise such powers as may be requested by any Lender under the Loan Documents Papers (when such Lender is entitled to make such request under the Loan Papers and after such requesting Lender has obtained the concurrence of such other Lenders as are specifically delegated to may be required under the Administrative Agent by the terms thereof together with such powers as are reasonably incidental thereto. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub- agents selected and appointed by such Administrative Agent. Each of the Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through Affiliates or its or its Affiliates’ employees. The exculpatory provisions of the following paragraphs shall apply to any such sub-agent, to the Affiliates of the Administrative Agent and any such sub-agent and to the directors, officers and employees of the Administrative Agent, any such sub-agent and their respective Affiliates. The Administrative Agent is hereby expressly authorized and directed by the Lenders to the extent provided in this Agreement, without hereby limiting any implied authority, Loan Papers); (aiv) to receive on behalf of the Lenders all payments of principal of documents and interest on the Loans and all other amounts due items to the be furnished to Lenders under the Loan DocumentsPapers; (v) to be the secured party, mortgagee, beneficiary, and similar party in respect of, and to receive, as the case may be, any collateral for the benefit of Lenders; (vi) to timely distribute, and the Administrative Agent agrees to so distribute, to each Lender all material information, requests, documents, and items received from the Company under the Loan Papers; (vii) to promptly to distribute to each Lender its proper share ratable part of each payment so receivedor prepayment (whether voluntary, as proceeds of collateral upon or after foreclosure, as proceeds of insurance thereon, or otherwise) in accordance with the terms of the Loan Papers; (bviii) to give notice deliver to the appropriate Persons requests, demands, approvals, and consents received from the Lenders; and (ix) to execute, on behalf of each of the Lenders, such releases or other documents or instruments as are permitted by the Loan Papers or as directed by the Lenders to the Borrowers of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Borrowers pursuant to the Loan Documents as received by the Administrative Agent. Neither the Administrative Agent nor any of their directors, officers, employees or agents shall be liable as such for any action taken or omitted to be taken by it or them under the Loan Documents or in connection therewith (a) at the request or with the approval of the Required Determining Lenders (orwhen entitled to so authorize) from time to time; provided, if otherwise specifically required hereunderhowever, the consent of all the Lenders) or (b) in the absence of its or their own bad faith, gross negligence or willful misconduct. Each Lender acknowledges that it has decided to enter into this Agreement and to extend the Loans hereunder based on its own analysis of the creditworthiness of the Borrowers and agrees that the Administrative Agent shall bear no responsibility for such creditworthiness. The Administrative Agent shall not be responsible in required to take any manner to any of the Lenders for the effectiveness, enforceability, genuineness, validity or due execution of the Loan Documents or any other agreements or certificates, requests, financial statements, notices or opinions of counsel or for any recitals, statements, warranties or representations contained in the Loan Documents or in any such instrument or be under any obligation to ascertain or inquire as to the performance or observance of any of the terms, provisions, covenants, conditions, agreements or obligations of the Loan Documents or any other agreements on the part of any Loan Party and, without limiting the generality of the foregoing, action which exposes the Administrative Agent shall, in the absence of knowledge to personal liability or which is contrary to the contrary, be entitled to accept any certificate furnished pursuant to any Loan Document as conclusive evidence of the facts stated therein and shall be entitled to rely on any note, notice, consent, certificate, affidavit, letter, telegram, teletype Papers or telecopy message, statement, order or other document which it reasonably believes to be genuine and correct and to have been signed or sent by the proper Person or Persons. It is understood and agreed that the Administrative Agent may exercise its rights and powers under other agreements and instruments to which it is or may be a party and engage in other transactions with Lyondell or any Subsidiary or other Affiliate as though it were not the agent of the Lenders hereunder. applicable Law. (b) The Administrative Agent may consult with legal counsel selected by it in connection with matters arising resign at any time as the Administrative Agent under the Loan Documents and Papers by giving written notice thereof to the Lenders. Should the initial or any action taken or suffered in good faith by it in accordance with the opinion of such counsel shall be full justification and protection to it. The successor Administrative Agent may exercise ever cease to be a party hereto or should the initial or any of its powers and rights and perform any duty under the Loan Documents through agents or attorneys. The Lenders shall ratably, in accordance with their Credit Exposures at the time of demand for indemnification hereunder, indemnify successor Administrative Agent ever resign as the Administrative Agent, in its capacity as agent on behalf of then Determining Lenders shall elect the successor Administrative Agent from among the Lenders (to other than the extent not reimbursed by the Borrowers pursuant to the terms hereof and without limiting the obligations of the Borrowers to do so) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as results from such resigning Administrative Agent’s gross negligence or willful misconduct) that such Administrative Agent may suffer or incur in connection with this Agreement or any action taken or omitted by it under the Loan Documents. The Administrative Agent may at any time give 30 days’ prior written notice of its resignation to the Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided that such successor shall comply with the requirements of Section 2.20(e) prior to becoming the successor under this Agreement; provided further that, so long as there has been no Event of Default, the Required Lenders shall not appoint a foreign agent as successor if such appointment would result in a tax gross-up or indemnification payment under this Agreement unless (i) the Required Lenders determine, in their reasonable discretion, that such appointment is necessary to avoid material adverse economic, legal or regulatory consequences, (ii) the appointment is at the request of the Borrowers’ Agent or (iii) the appointment is required by law). If no such successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment Determining Lenders, within 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignation, then the retiring Administrative Agent may may, on behalf of the Lenders Lenders, appoint a successor Administrative Agent meeting Agent, which shall be a commercial bank having a combined capital and surplus of at least $1,000,000,000. Upon the qualifications set forth above provided that if acceptance of any appointment as the Administrative Agent under the Loan Papers by a successor Administrative Agent, such successor Administrative Agent shall notify Borrowers thereupon succeed to and become vested with all the Lenders that no qualifying Person has accepted such appointmentRights of the retiring Administrative Agent, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder of Administrative Agent under the Loan Papers, and each Lender shall execute such documents as any Lender may reasonably request to reflect such change in and under the other Loan Documents (except that in the case of Papers. After any collateral security held by retiring Administrative Agent's resignation as the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security as nominee until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through an Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). After the retiring Administrative Agent’s resignation hereunder and under the other Loan DocumentsPapers, the provisions of this Article 8 and Section 10.05 SECTION 10 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates, and the officers, directors, partners, employees, agents, advisors and attorneys-in-fact of such Administrative and Affiliates in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was under the Loan Papers. (c) The Administrative Agent, in its capacity as a Lender, shall have the same Rights under the Loan Papers as any other Lender and may exercise the same as though it were not LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT 52 acting as the Administrative Agent; the term "Lender" shall, unless the context otherwise indicates, include the Administrative Agent; and any resignation of the Administrative Agent hereunder shall not impair or otherwise affect any Rights which it has or may have in its capacity as an individual Lender. The Lenders hereby acknowledge Each Lender and each Credit Party agrees that the Administrative Agent is not a fiduciary for the Lenders or for the Credit Parties but simply is acting in the capacity described herein to alleviate administrative burdens for both the Credit Parties and the Lenders, that the Administrative Agent has no duties or responsibilities to the Lenders or the Credit Parties except those expressly set forth herein, and that the Administrative Agent in its capacity as a Lender has all Rights of any other Lender. (d) The Administrative Agent and its Affiliates may now or hereafter be engaged in one or more loan, letter of credit, leasing, or other financing transactions with the Credit Parties, act as trustee or depositary for the Credit Parties, or otherwise be engaged in other transactions with the Credit Parties (collectively, the "other activities") not the subject of the Loan Papers. Without limiting the Rights of the Lenders specifically set forth in the Loan Papers, the Administrative Agent and its Affiliates shall not be under any duty responsible to take any discretionary action permitted to be taken by it pursuant account to the provisions Lenders for such other activities, and no Lender shall have any interest in any other activities, any present or future guaranties by or for the account of this Agreement unless it shall be requested the Credit Parties which are not contemplated or included in writing to do so the Loan Papers, any present or future offset exercised by the Required Lenders or, where required, all the Lenders. No Agent other than the Administrative Agent shall have and its Affiliates in respect of such other activities, any responsibilitypresent or future property taken as security for any such other activities, obligation or liability whatsoever any property now or hereafter in the possession or control of the Administrative Agent or its Affiliates which may be or become security for the obligations of the Credit Parties arising under the Loan Documents Papers by reason of the general description of indebtedness secured or of property contained in any other agreements, documents or instruments related to any such other activities; provided that, if any payments in respect of such guaranties or such property or the proceeds thereof shall be applied to reduction of the obligations of the Credit Parties arising under the Loan Papers, then each Lender shall be entitled to share in such capacity (other than as set forth in Section 10.14)application ratably.

Administrative Agent. (a) APPOINTMENT OF ADMINISTRATIVE AGENT. Each Lender hereby appoints Bank of America, N.A. (and Bank of America, N.A. hereby accepts such appointment) as its nominee and agent, in its name and on its behalf: (i) to act as nominee for and on behalf of such Lender in and under all Loan Documents; (ii) to arrange the means whereby the funds of Lenders and Fronting Banks irrevocably authorizes are to be made available to Borrower under the Administrative Agent Loan Documents; (iii) to take such action on its behalf and to exercise such powers as may be requested by any Lender under the Loan Documents (when such Lender is entitled to make such request under the Loan Documents and after such requesting Lender has obtained the concurrence of such other Lenders as are specifically delegated to may be required under the Administrative Agent by the terms thereof together with such powers as are reasonably incidental thereto. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub- agents selected and appointed by such Administrative Agent. Each of the Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through Affiliates or its or its Affiliates’ employees. The exculpatory provisions of the following paragraphs shall apply to any such sub-agent, to the Affiliates of the Administrative Agent and any such sub-agent and to the directors, officers and employees of the Administrative Agent, any such sub-agent and their respective Affiliates. The Administrative Agent is hereby expressly authorized and directed by the Lenders to the extent provided in this Agreement, without hereby limiting any implied authority, Loan Documents); (aiv) to receive on behalf of the Lenders all payments of principal of documents and interest on the Loans and all other amounts due items to the be furnished to Lenders under the Loan Documents; (v) to timely distribute, and Administrative Agent agrees to so distribute, to each Lender all material information, requests, documents, and items received from Borrower under the Loan Documents; (vi) to promptly to distribute to each Lender its proper share ratable part of each payment so receivedor prepayment (whether voluntary, as proceeds of collateral upon or after foreclosure, as proceeds of insurance thereon, or otherwise) in accordance with the terms of the Loan Documents; (bvii) to give notice deliver to the appropriate Persons requests, demands, approvals, and consents received from Lenders; and (viii) to execute, on behalf of each of the Lenders to the Borrowers of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all noticesLenders, financial statements and such releases or other materials delivered documents or instruments as are permitted by the Borrowers pursuant to the Loan Documents as received by the Administrative Agent. Neither the Administrative Agent nor any of their directors, officers, employees or agents shall be liable as such for any action taken or omitted to be taken by it or them under the Loan Documents or in connection therewith (a) at the request or with the approval of the Required as directed by Lenders (orfrom time to time; PROVIDED, if otherwise specifically required hereunderHOWEVER, the consent of all the Lenders) or (b) in the absence of its or their own bad faith, gross negligence or willful misconduct. Each Lender acknowledges that it has decided to enter into this Agreement and to extend the Loans hereunder based on its own analysis of the creditworthiness of the Borrowers and agrees that the Administrative Agent shall bear no responsibility for such creditworthiness. The Administrative Agent shall not be responsible in required to take any manner action which exposes Administrative Agent to any of the Lenders for the effectiveness, enforceability, genuineness, validity personal liability or due execution of which is contrary to the Loan Documents or any other agreements or certificates, requests, financial statements, notices or opinions of counsel or for any recitals, statements, warranties or representations contained in the Loan Documents or in any such instrument or be under any obligation to ascertain or inquire as to the performance or observance of any of the terms, provisions, covenants, conditions, agreements or obligations of the Loan Documents or any other agreements on the part of any Loan Party and, without limiting the generality of the foregoing, the Administrative Agent shall, in the absence of knowledge to the contrary, be entitled to accept any certificate furnished pursuant to any Loan Document as conclusive evidence of the facts stated therein and shall be entitled to rely on any note, notice, consent, certificate, affidavit, letter, telegram, teletype or telecopy message, statement, order or other document which it reasonably believes to be genuine and correct and to have been signed or sent by the proper Person or Persons. It is understood and agreed that the Administrative Agent may exercise its rights and powers under other agreements and instruments to which it is or may be a party and engage in other transactions with Lyondell or any Subsidiary or other Affiliate as though it were not the agent of the Lenders hereunder. The Administrative Agent may consult with legal counsel selected by it in connection with matters arising under the Loan Documents and any action taken or suffered in good faith by it in accordance with the opinion of such counsel shall be full justification and protection to it. The Administrative Agent may exercise any of its powers and rights and perform any duty under the Loan Documents through agents or attorneys. The Lenders shall ratably, in accordance with their Credit Exposures at the time of demand for indemnification hereunder, indemnify the Administrative Agent, in its capacity as agent on behalf of the Lenders (to the extent not reimbursed by the Borrowers pursuant to the terms hereof and without limiting the obligations of the Borrowers to do so) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as results from such Administrative Agent’s gross negligence or willful misconduct) that such Administrative Agent may suffer or incur in connection with this Agreement or any action taken or omitted by it under the Loan Documents. The Administrative Agent may at any time give 30 days’ prior written notice of its resignation to the Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided that such successor shall comply with the requirements of Section 2.20(e) prior to becoming the successor under this Agreement; provided further that, so long as there has been no Event of Default, the Required Lenders shall not appoint a foreign agent as successor if such appointment would result in a tax gross-up or indemnification payment under this Agreement unless (i) the Required Lenders determine, in their reasonable discretion, that such appointment is necessary to avoid material adverse economic, legal or regulatory consequences, (ii) the appointment is at the request of the Borrowers’ Agent or (iii) the appointment is required by law. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders appoint a successor Administrative Agent meeting the qualifications set forth above provided that if the Administrative Agent shall notify Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security as nominee until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through an Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article 8 and Section 10.05 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates, and the officers, directors, partners, employees, agents, advisors and attorneys-in-fact of such Administrative and Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. The Lenders hereby acknowledge that the Administrative Agent shall not be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement unless it shall be requested in writing to do so by the Required Lenders or, where required, all the Lenders. No Agent other than the Administrative Agent shall have any responsibility, obligation or liability whatsoever under the Loan Documents in such capacity (other than as set forth in Section 10.14)applicable Law.

Administrative Agent. (a) Each Lender (including any Lender in its capacity as LC Issuer) hereby appoints Bank of America (and Bank of America hereby accepts such appointment) as its nominee and agent, in its name and on its behalf: (i) to act as nominee for and on behalf of such Lender in and under all Loan Papers; (ii) to arrange the means whereby the funds of Lenders and Fronting Banks irrevocably authorizes are to be made available to Borrower under the Administrative Agent Loan Papers; (iii) to take such action on its behalf and to exercise such powers as may be requested by any Lender under the Loan Documents Papers (when such Lender is entitled to make such request under the Loan Papers and after such requesting Lender has obtained the concurrence of such other Lenders as are specifically delegated to may be required under the Administrative Agent by the terms thereof together with such powers as are reasonably incidental thereto. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub- agents selected and appointed by such Administrative Agent. Each of the Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through Affiliates or its or its Affiliates’ employees. The exculpatory provisions of the following paragraphs shall apply to any such sub-agent, to the Affiliates of the Administrative Agent and any such sub-agent and to the directors, officers and employees of the Administrative Agent, any such sub-agent and their respective Affiliates. The Administrative Agent is hereby expressly authorized and directed by the Lenders to the extent provided in this Agreement, without hereby limiting any implied authority, Loan Papers); (aiv) to receive on behalf of the Lenders all payments of principal of documents and interest on the Loans and all other amounts due items to the be furnished to Lenders under the Loan DocumentsPapers; (v) to be the secured party, mortgagee, beneficiary, and similar party in respect of, and to receive, as the case may be, any collateral for the benefit of Lenders; (vi) to timely distribute, and Administrative Agent agrees to so distribute, to each Lender all material information, requests, documents, and items received from Borrower under the Loan Papers; (vii) to promptly to distribute to each Lender its proper share ratable part of each payment so receivedor prepayment (whether voluntary, as proceeds of collateral upon or after foreclosure, as proceeds of insurance thereon, or otherwise) in accordance with the terms of the Loan Papers; (bviii) to give notice deliver to the appropriate Persons requests, demands, approvals, and consents received from Lenders; and (ix) to execute, on behalf of each of the Lenders to the Borrowers of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all noticesLenders, financial statements and such releases or other materials delivered documents or instruments as are permitted by the Borrowers pursuant Loan Papers or as directed by Lenders from time to the Loan Documents as received by the Administrative Agent. Neither the Administrative Agent nor any of their directorstime; PROVIDED, officersHOWEVER, employees or agents shall be liable as such for any action taken or omitted to be taken by it or them under the Loan Documents or in connection therewith (a) at the request or with the approval of the Required Lenders (or, if otherwise specifically required hereunder, the consent of all the Lenders) or (b) in the absence of its or their own bad faith, gross negligence or willful misconduct. Each Lender acknowledges that it has decided to enter into this Agreement and to extend the Loans hereunder based on its own analysis of the creditworthiness of the Borrowers and agrees that the Administrative Agent shall bear no responsibility for such creditworthiness. The Administrative Agent shall not be responsible in required to take any manner action which exposes Administrative Agent to any of the Lenders for the effectiveness, enforceability, genuineness, validity personal liability or due execution of which is contrary to the Loan Documents Papers or any other agreements or certificates, requests, financial statements, notices or opinions of counsel or for any recitals, statements, warranties or representations contained in the Loan Documents or in any such instrument or be under any obligation to ascertain or inquire as to the performance or observance of any of the terms, provisions, covenants, conditions, agreements or obligations of the Loan Documents or any other agreements on the part of any Loan Party and, without limiting the generality of the foregoing, the Administrative Agent shall, in the absence of knowledge to the contrary, be entitled to accept any certificate furnished pursuant to any Loan Document as conclusive evidence of the facts stated therein and shall be entitled to rely on any note, notice, consent, certificate, affidavit, letter, telegram, teletype or telecopy message, statement, order or other document which it reasonably believes to be genuine and correct and to have been signed or sent by the proper Person or Persons. It is understood and agreed that the applicable Law. (b) Administrative Agent may exercise its rights resign at any time as Administrative Agent under the Loan Papers by giving written notice thereof to Lenders and powers may be removed as Administrative Agent under other agreements and instruments the Loan Papers at any time with cause by Determining Lenders. Should the initial or any successor Administrative Agent ever cease to which it is or may be a party and engage in other transactions with Lyondell hereto or should the initial or any Subsidiary or other Affiliate as though it were not the agent of the Lenders hereunder. The successor Administrative Agent may consult with legal counsel selected by it in connection with matters arising under the Loan Documents and any action taken ever resign or suffered in good faith by it in accordance with the opinion of such counsel shall be full justification and protection to it. The Administrative Agent may exercise any of its powers and rights and perform any duty under the Loan Documents through agents or attorneys. The Lenders shall ratably, in accordance with their Credit Exposures at the time of demand for indemnification hereunder, indemnify the removed as Administrative Agent, in its capacity as agent on behalf of then Determining Lenders shall elect the successor Administrative Agent from among Lenders (to other than the extent not reimbursed by the Borrowers pursuant to the terms hereof and without limiting the obligations of the Borrowers to do so) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as results from such resigning Administrative Agent’s gross negligence or willful misconduct) that such Administrative Agent may suffer or incur in connection with this Agreement or any action taken or omitted by it under the Loan Documents. The Administrative Agent may at any time give 30 days’ prior written notice of its resignation to the Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided that such successor shall comply with the requirements of Section 2.20(e) prior to becoming the successor under this Agreement; provided further that, so long as there has been no Event of Default, the Required Lenders shall not appoint a foreign agent as successor if such appointment would result in a tax gross-up or indemnification payment under this Agreement unless (i) the Required Lenders determine, in their reasonable discretion, that such appointment is necessary to avoid material adverse economic, legal or regulatory consequences, (ii) the appointment is at the request of the Borrowers’ Agent or (iii) the appointment is required by law). If no such successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment Determining Lenders, within 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignationresignation or Determining Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may may, on behalf of the Lenders Lenders, appoint a successor Administrative Agent, which shall be a commercial bank having a combined capital and surplus of at least $1,000,000,000. Upon the acceptance of any appointment as Administrative Agent meeting under the qualifications set forth above provided that if the Loan Papers by a successor Administrative Agent, such successor Administrative Agent shall notify Borrowers thereupon 52 REVOLVING CREDIT AGREEMENT succeed to and become vested with all the Lenders that no qualifying Person has accepted such appointmentRights of the retiring Administrative Agent, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder of Administrative Agent under the Loan Papers, and each Lender shall execute such documents as any Lender may reasonably request to reflect such change in and under the other Loan Documents (except that in the case of Papers. After any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security as nominee until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to Agent's resignation or through an Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment removal as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). After the retiring Administrative Agent’s resignation hereunder and under the other Loan DocumentsPapers, the provisions of this Article 8 and Section 10.05 SECTION 10 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates, and the officers, directors, partners, employees, agents, advisors and attorneys-in-fact of such Administrative and Affiliates in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Administrative Agent was under the Loan Papers. Notwithstanding the foregoing, however, Bank of America may not be removed as Administrative Agent at the request of Determining Lenders unless Bank of America shall also simultaneously be replaced and fully released as "LC ISSUER" hereunder pursuant to documentation in form and substance reasonably satisfactory to Bank of America. (c) Administrative Agent, in its capacity as a Lender, shall have the same Rights under the Loan Papers as any other Lender and may exercise the same as though it were not acting as Administrative Agent. The Lenders hereby acknowledge that ; the term "LENDER" shall, unless the context otherwise indicates, include Administrative Agent; and any resignation, or removal of Administrative Agent hereunder shall not be under impair or otherwise affect any duty to take any discretionary action permitted to be taken by Rights which it pursuant to the provisions of this Agreement unless it shall be requested has or may have in writing to do so by the Required Lenders or, where required, all the Lendersits capacity as an individual Lender. No Agent other than the Each Lender and Borrower agree that Administrative Agent shall have any responsibilityis not a fiduciary for Lenders or for Borrower but simply is acting in the capacity described herein to alleviate administrative burdens for both Borrower and Lenders, obligation that Administrative Agent has no duties or liability whatsoever under the Loan Documents in such capacity (other than as responsibilities to Lenders or Borrower except those expressly set forth herein, and that Administrative Agent in Section 10.14)its capacity as a Lender has all Rights of any other Lender.

Administrative Agent. (a) Each Lender hereby appoints Credit Lyonnais New York Branch (and Credit Lyonnais New York Branch hereby accepts such appointment) as its nominee and agent, in its name and on its behalf: (i) to act as nominee for and on behalf of such Lender in and under all Loan Papers; (ii) to arrange the means whereby the funds of Lenders and Fronting Banks irrevocably authorizes are to be made available to the Administrative Agent Company under the Loan Papers; (iii) to take such action on its behalf and to exercise such powers as may be requested by any Lender under the Loan Documents Papers (when such Lender is entitled to make such request under the Loan Papers and after such requesting Lender has obtained the concurrence of such other Lenders as are specifically delegated to may be required under the Administrative Agent by the terms thereof together with such powers as are reasonably incidental thereto. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub- agents selected and appointed by such Administrative Agent. Each of the Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through Affiliates or its or its Affiliates’ employees. The exculpatory provisions of the following paragraphs shall apply to any such sub-agent, to the Affiliates of the Administrative Agent and any such sub-agent and to the directors, officers and employees of the Administrative Agent, any such sub-agent and their respective Affiliates. The Administrative Agent is hereby expressly authorized and directed by the Lenders to the extent provided in this Agreement, without hereby limiting any implied authority, Loan Papers); (aiv) to receive on behalf of the Lenders all payments of principal of documents and interest on the Loans and all other amounts due items to the be furnished to Lenders under the Loan DocumentsPapers; (v) to be the secured party, mortgagee, beneficiary, and similar party in respect of, and to receive, as the case may be, any collateral for the benefit of Lenders; (vi) to timely distribute, and Administrative Agent agrees to so distribute, to each Lender all material information, requests, documents, and items received from the Company under the Loan Papers (including written disclosures pursuant to Section 8.2 (other than pursuant to Section 8.2 (d), which shall only be distributed to the requesting Lender), Section 7.6 and Section 7.11); (vii) to promptly to distribute to each Lender its proper share ratable part of each payment so receivedor prepayment (whether voluntary, as proceeds of collateral upon or after foreclosure, as proceeds of insurance thereon, or otherwise) in accordance with the terms of the Loan Papers; (bviii) to give notice deliver to the appropriate Persons requests, demands, approvals, and consents received from Lenders; and (ix) to execute, on behalf of each of the Lenders to the Borrowers of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all noticesLenders, financial statements and such releases or other materials delivered documents or instruments as are permitted by the Borrowers pursuant to the Loan Documents Papers or as received directed by the Administrative Agent. Neither the Administrative Agent nor any of their directors, officers, employees Lenders or agents shall be liable as such for any action taken or omitted to be taken by it or them under the Loan Documents or in connection therewith (a) at the request or with the approval of the Required Determining Lenders (orwhen entitled to so authorize) from time to time; provided, if otherwise specifically required hereunderhowever, the consent of all the Lenders) or (b) in the absence of its or their own bad faith, gross negligence or willful misconduct. Each Lender acknowledges that it has decided to enter into this Agreement and to extend the Loans hereunder based on its own analysis of the creditworthiness of the Borrowers and agrees that the Administrative Agent shall bear no responsibility for such creditworthiness. The Administrative Agent shall not be responsible in required to take any manner action which exposes Administrative Agent to any of the Lenders for the effectiveness, enforceability, genuineness, validity personal liability or due execution of which is contrary to the Loan Documents Papers or any other agreements or certificates, requests, financial statements, notices or opinions of counsel or for any recitals, statements, warranties or representations contained in the Loan Documents or in any such instrument or be under any obligation to ascertain or inquire as to the performance or observance of any of the terms, provisions, covenants, conditions, agreements or obligations of the Loan Documents or any other agreements on the part of any Loan Party and, without limiting the generality of the foregoing, the Administrative Agent shall, in the absence of knowledge to the contrary, be entitled to accept any certificate furnished pursuant to any Loan Document as conclusive evidence of the facts stated therein and shall be entitled to rely on any note, notice, consent, certificate, affidavit, letter, telegram, teletype or telecopy message, statement, order or other document which it reasonably believes to be genuine and correct and to have been signed or sent by the proper Person or Persons. It is understood and agreed that the applicable Law. (b) Administrative Agent may exercise its rights and powers resign at any time as Administrative Agent under other agreements and instruments the Loan Papers by giving written notice thereof to which it is Lenders. Should the initial or may any successor Administrative Agent ever cease to be a party and engage in other transactions with Lyondell hereto or should the initial or any Subsidiary or other Affiliate as though it were not the agent of the Lenders hereunder. The successor Administrative Agent may consult with legal counsel selected by it in connection with matters arising under the Loan Documents and any action taken or suffered in good faith by it in accordance with the opinion of such counsel shall be full justification and protection to it. The Administrative Agent may exercise any of its powers and rights and perform any duty under the Loan Documents through agents or attorneys. The Lenders shall ratably, in accordance with their Credit Exposures at the time of demand for indemnification hereunder, indemnify the ever resign as Administrative Agent, in its capacity as agent on behalf of then Determining Lenders shall elect the successor Administrative Agent from among the Lenders (to other than the extent not reimbursed by the Borrowers pursuant to the terms hereof and without limiting the obligations of the Borrowers to do so) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as results from such resigning Administrative Agent’s gross negligence or willful misconduct) that such Administrative Agent may suffer or incur in connection with this Agreement or any action taken or omitted by it under the Loan Documents. The Administrative Agent may at any time give 30 days’ prior written notice of its resignation to the Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided that such successor shall comply with the requirements of Section 2.20(e) prior to becoming the successor under this Agreement; provided further that, so long as there has been no Event of Default, the Required Lenders shall not appoint a foreign agent as successor if such appointment would result in a tax gross-up or indemnification payment under this Agreement unless (i) the Required Lenders determine, in their reasonable discretion, that such appointment is necessary to avoid material adverse economic, legal or regulatory consequences, (ii) the appointment is at the request of the Borrowers’ Agent or (iii) the appointment is required by law). If no such successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment Determining Lenders, within 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignation, then the retiring Administrative Agent may may, on behalf of the Lenders Lenders, appoint a successor Administrative Agent, which shall be a commercial bank having a combined capital and surplus of at least $1,000,000,000. Upon the acceptance of any appointment as Administrative Agent meeting under the qualifications set forth above provided that if the Loan Papers by a successor Administrative Agent, such successor Administrative Agent shall notify Borrowers thereupon succeed to and become vested with all the Lenders that no qualifying Person has accepted such appointmentRights of the retiring Administrative Agent, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder of Administrative Agent under the Loan Papers and each Lender shall execute such documents as any Lender may reasonably request to reflect such change in and under the other Loan Documents (except that in the case of Papers. After any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security as nominee until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through an Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment Agent's resignation as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). After the retiring Administrative Agent’s resignation hereunder and under the other Loan DocumentsPapers, the provisions of this Article 8 and Section 10.05 11 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates, and the officers, directors, partners, employees, agents, advisors and attorneys-in-fact of such Administrative and Affiliates in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Administrative Agent was under the Loan Papers. (c) Administrative Agent, in its capacity as a Lender, shall have the same Rights under the Loan Papers as any other Lender and may exercise the same as though it were not acting as Administrative Agent. The Lenders hereby acknowledge that ; the Administrative Agent shall not be under any duty to take any discretionary action permitted to be taken by it pursuant to term "Lender" shall, unless the provisions of this Agreement unless it shall be requested in writing to do so by the Required Lenders orcontext otherwise indicates, where required, all the Lenders. No Agent other than the Administrative Agent shall have any responsibility, obligation or liability whatsoever under the Loan Documents in such capacity (other than as set forth in Section 10.14).include TERM LOAN AGREEMENT

Administrative Agent. (a) Each Facility B Lender hereby appoints NationsBank of Texas, N.A. (and NationsBank of Texas, N.A. hereby accepts such appointment) as its nominee and agent, in its name and on its behalf: (i) to act as nominee for and on behalf of such Facility B Lender in and under all Facility B Loan Papers; (ii) to arrange the means whereby the funds of Facility B Lenders and Fronting Banks irrevocably authorizes are to be made available to Borrower under the Administrative Agent Facility B Loan Papers; (iii) to take such action on its behalf and to exercise such powers as may be requested by any Facility B Lender under the Facility B Loan Documents Papers (when such Facility B Lender is entitled to make such request under the Facility B Loan Papers and after such requesting Facility B Lender has obtained the concurrence of such other Facility B Lenders as are specifically delegated to may be required under the Administrative Agent by the terms thereof together with such powers as are reasonably incidental thereto. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub- agents selected and appointed by such Administrative Agent. Each of the Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through Affiliates or its or its Affiliates’ employees. The exculpatory provisions of the following paragraphs shall apply to any such sub-agent, to the Affiliates of the Administrative Agent and any such sub-agent and to the directors, officers and employees of the Administrative Agent, any such sub-agent and their respective Affiliates. The Administrative Agent is hereby expressly authorized and directed by the Lenders to the extent provided in this Agreement, without hereby limiting any implied authority, Facility B Loan Papers); (aiv) to receive all documents and items to be furnished to Facility B Lenders under the Facility B Loan Papers; (v) to be the secured party, mortgagee, beneficiary, and similar party in respect of, and to receive, as the case may be, any collateral for the benefit of Facility B Lenders; (vi) to timely distribute, and Administrative Agent agrees to so distribute, to each Facility B Lender all material information, requests, documents, and items received from Borrower under the Facility B Loan Papers; (vii) to promptly distribute to each Facility B Lender its ratable part of each payment or prepayment (whether voluntary, as proceeds of collateral upon or after foreclosure, as proceeds of insurance thereon, or otherwise) in accordance with the terms of the Facility B Loan Papers; (viii) to deliver to the appropriate Persons requests, demands, approvals, and consents received from Facility B Lenders; and (ix) to execute, on behalf of the Lenders all payments of principal of and interest on the Loans and all Facility B Lenders, such releases or other amounts due to the Lenders under the Loan Documents, and promptly to distribute to each Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to the Borrowers of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered documents or instruments as are permitted by the Borrowers pursuant Facility B Loan Papers or as directed by Facility B Lenders from time to the Loan Documents as received by the Administrative Agent. Neither the Administrative Agent nor any of their directorstime; provided, officershowever, employees or agents shall be liable as such for any action taken or omitted to be taken by it or them under the Loan Documents or in connection therewith (a) at the request or with the approval of the Required Lenders (or, if otherwise specifically required hereunder, the consent of all the Lenders) or (b) in the absence of its or their own bad faith, gross negligence or willful misconduct. Each Lender acknowledges that it has decided to enter into this Agreement and to extend the Loans hereunder based on its own analysis of the creditworthiness of the Borrowers and agrees that the Administrative Agent shall bear no responsibility for such creditworthiness. The Administrative Agent shall not be responsible in any manner to any of the Lenders for the effectiveness, enforceability, genuineness, validity or due execution of the Loan Documents or any other agreements or certificates, requests, financial statements, notices or opinions of counsel or for any recitals, statements, warranties or representations contained in the Loan Documents or in any such instrument or be under any obligation to ascertain or inquire as to the performance or observance of any of the terms, provisions, covenants, conditions, agreements or obligations of the Loan Documents or any other agreements on the part of any Loan Party and, without limiting the generality of the foregoing, the Administrative Agent shall, in the absence of knowledge to the contrary, be entitled to accept any certificate furnished pursuant to any Loan Document as conclusive evidence of the facts stated therein and shall be entitled to rely on any note, notice, consent, certificate, affidavit, letter, telegram, teletype or telecopy message, statement, order or other document which it reasonably believes to be genuine and correct and to have been signed or sent by the proper Person or Persons. It is understood and agreed that the Administrative Agent may exercise its rights and powers under other agreements and instruments to which it is or may be a party and engage in other transactions with Lyondell or any Subsidiary or other Affiliate as though it were not the agent of the Lenders hereunder. The Administrative Agent may consult with legal counsel selected by it in connection with matters arising under the Loan Documents and any action taken or suffered in good faith by it in accordance with the opinion of such counsel shall be full justification and protection to it. The Administrative Agent may exercise any of its powers and rights and perform any duty under the Loan Documents through agents or attorneys. The Lenders shall ratably, in accordance with their Credit Exposures at the time of demand for indemnification hereunder, indemnify the Administrative Agent, in its capacity as agent on behalf of the Lenders (to the extent not reimbursed by the Borrowers pursuant to the terms hereof and without limiting the obligations of the Borrowers to do so) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as results from such Administrative Agent’s gross negligence or willful misconduct) that such Administrative Agent may suffer or incur in connection with this Agreement or any action taken or omitted by it under the Loan Documents. The Administrative Agent may at any time give 30 days’ prior written notice of its resignation to the Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided that such successor shall comply with the requirements of Section 2.20(e) prior to becoming the successor under this Agreement; provided further that, so long as there has been no Event of Default, the Required Lenders shall not appoint a foreign agent as successor if such appointment would result in a tax gross-up or indemnification payment under this Agreement unless (i) the Required Lenders determine, in their reasonable discretion, that such appointment is necessary to avoid material adverse economic, legal or regulatory consequences, (ii) the appointment is at the request of the Borrowers’ Agent or (iii) the appointment is required by law. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders appoint a successor Administrative Agent meeting the qualifications set forth above provided that if the Administrative Agent shall notify Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security as nominee until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through an Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article 8 and Section 10.05 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates, and the officers, directors, partners, employees, agents, advisors and attorneys-in-fact of such Administrative and Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. The Lenders hereby acknowledge that the Administrative Agent shall not be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement unless it shall be requested in writing to do so by the Required Lenders or, where required, all the Lenders. No Agent other than the Administrative Agent shall have any responsibility, obligation or liability whatsoever under the Loan Documents in such capacity (other than as set forth in Section 10.14).which exposes

Administrative Agent. (a) Each Lender (including any Lender in its capacity as a Swing Line Lender) hereby appoints Bank of America (and Bank of America hereby accepts such appointment) as its nominee and agent, in its name and on its behalf: (i) to act as nominee for and on behalf of such Lender in and under all Loan Papers; (ii) to arrange the means whereby the funds of Lenders and Fronting Banks irrevocably authorizes are to be made available to Borrower under the Administrative Agent Loan Papers; (iii) to take such action on its behalf and to exercise such powers as may be requested by any Lender under the Loan Documents Papers (when such Lender is entitled to make such request under the Loan Papers and after such requesting Lender has obtained the concurrence of such other Lenders as are specifically delegated to may be required under the Administrative Agent by the terms thereof together with such powers as are reasonably incidental thereto. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub- agents selected and appointed by such Administrative Agent. Each of the Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through Affiliates or its or its Affiliates’ employees. The exculpatory provisions of the following paragraphs shall apply to any such sub-agent, to the Affiliates of the Administrative Agent and any such sub-agent and to the directors, officers and employees of the Administrative Agent, any such sub-agent and their respective Affiliates. The Administrative Agent is hereby expressly authorized and directed by the Lenders to the extent provided in this Agreement, without hereby limiting any implied authority, Loan Papers); (aiv) to receive on behalf of the Lenders all payments of principal of documents and interest on the Loans and all other amounts due items to the be furnished to Lenders under the Loan DocumentsPapers; (v) to be the secured party, mortgagee, beneficiary, and similar party in respect of, and to receive, as the case may be, any collateral for the benefit of Lenders; (vi) to timely distribute, and Administrative Agent agrees to so distribute, to each Lender all material information, requests, documents, and items received from Borrower under the Loan Papers; (vii) to promptly to distribute to each Lender its proper share ratable part of each payment so receivedor prepayment (whether voluntary, as proceeds of collateral upon or after foreclosure, as proceeds of insurance thereon, or otherwise) in accordance with the terms of the Loan Papers; (bviii) to give notice deliver to the appropriate Persons requests, demands, approvals, AMENDED AND RESTATED 364-DAY REVOLVING CREDIT AND TERM LOAN AGREEMENT and consents received from Lenders; and (ix) to execute, on behalf of each of the Lenders to the Borrowers of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all noticesLenders, financial statements and such releases or other materials delivered documents or instruments as are permitted by the Borrowers pursuant Loan Papers or as directed by Lenders from time to the Loan Documents as received by the Administrative Agent. Neither the Administrative Agent nor any of their directorstime; provided, officershowever, employees or agents shall be liable as such for any action taken or omitted to be taken by it or them under the Loan Documents or in connection therewith (a) at the request or with the approval of the Required Lenders (or, if otherwise specifically required hereunder, the consent of all the Lenders) or (b) in the absence of its or their own bad faith, gross negligence or willful misconduct. Each Lender acknowledges that it has decided to enter into this Agreement and to extend the Loans hereunder based on its own analysis of the creditworthiness of the Borrowers and agrees that the Administrative Agent shall bear no responsibility for such creditworthiness. The Administrative Agent shall not be responsible in required to take any manner action which exposes Administrative Agent to any of the Lenders for the effectiveness, enforceability, genuineness, validity personal liability or due execution of which is contrary to the Loan Documents Papers or any other agreements or certificates, requests, financial statements, notices or opinions of counsel or for any recitals, statements, warranties or representations contained in the Loan Documents or in any such instrument or be under any obligation to ascertain or inquire as to the performance or observance of any of the terms, provisions, covenants, conditions, agreements or obligations of the Loan Documents or any other agreements on the part of any Loan Party and, without limiting the generality of the foregoing, the Administrative Agent shall, in the absence of knowledge to the contrary, be entitled to accept any certificate furnished pursuant to any Loan Document as conclusive evidence of the facts stated therein and shall be entitled to rely on any note, notice, consent, certificate, affidavit, letter, telegram, teletype or telecopy message, statement, order or other document which it reasonably believes to be genuine and correct and to have been signed or sent by the proper Person or Persons. It is understood and agreed that the applicable Law. (b) Administrative Agent may exercise its rights resign at any time as Administrative Agent under the Loan Papers by giving written notice thereof to Lenders and powers may be removed as Administrative Agent under other agreements and instruments the Loan Papers at any time with cause by Determining Lenders. Should the initial or any successor Administrative Agent ever cease to which it is or may be a party and engage in other transactions with Lyondell hereto or should the initial or any Subsidiary or other Affiliate as though it were not the agent of the Lenders hereunder. The successor Administrative Agent may consult with legal counsel selected by it in connection with matters arising under the Loan Documents and any action taken ever resign or suffered in good faith by it in accordance with the opinion of such counsel shall be full justification and protection to it. The Administrative Agent may exercise any of its powers and rights and perform any duty under the Loan Documents through agents or attorneys. The Lenders shall ratably, in accordance with their Credit Exposures at the time of demand for indemnification hereunder, indemnify the removed as Administrative Agent, in its capacity as agent on behalf of then Determining Lenders shall elect the successor Administrative Agent from among the Lenders (to other than the extent not reimbursed by the Borrowers pursuant to the terms hereof and without limiting the obligations of the Borrowers to do so) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as results from such resigning Administrative Agent’s gross negligence or willful misconduct) that such Administrative Agent may suffer or incur in connection with this Agreement or any action taken or omitted by it under the Loan Documents. The Administrative Agent may at any time give 30 days’ prior written notice of its resignation to the Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided that such successor shall comply with the requirements of Section 2.20(e) prior to becoming the successor under this Agreement; provided further that, so long as there has been no Event of Default, the Required Lenders shall not appoint a foreign agent as successor if such appointment would result in a tax gross-up or indemnification payment under this Agreement unless (i) the Required Lenders determine, in their reasonable discretion, that such appointment is necessary to avoid material adverse economic, legal or regulatory consequences, (ii) the appointment is at the request of the Borrowers’ Agent or (iii) the appointment is required by law). If no such successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment Determining Lenders, within 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignationresignation or Determining Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may may, on behalf of the Lenders Lenders, appoint a successor Administrative Agent, which shall be a commercial bank having a combined capital and surplus of at least $1,000,000,000. Upon the acceptance of any appointment as Administrative Agent meeting under the qualifications set forth above provided that if the Loan Papers by a successor Administrative Agent, such successor Administrative Agent shall notify Borrowers thereupon succeed to and become vested with all the Lenders that no qualifying Person has accepted such appointmentRights of the retiring Administrative Agent, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder of Administrative Agent under the Loan Papers, and each Lender shall execute such documents as any Lender may reasonably request to reflect such change in and under the other Loan Documents (except that in the case of Papers. After any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security as nominee until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to Agent's resignation or through an Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment removal as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). After the retiring Administrative Agent’s resignation hereunder and under the other Loan DocumentsPapers, the provisions of this Article 8 and Section 10.05 SECTION 10 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates, and the officers, directors, partners, employees, agents, advisors and attorneys-in-fact of such Administrative and Affiliates in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Administrative Agent was under the Loan Papers. (c) Administrative Agent, in its capacity as a Lender, shall have the same Rights under the Loan Papers as any other Lender and may exercise the same as though it were not acting as Administrative Agent. The Lenders hereby acknowledge that ; the term "Lender" shall, unless the context otherwise indicates, include Administrative Agent; and any resignation, or removal of by Administrative Agent hereunder shall not be under impair or otherwise affect any duty to take any discretionary action permitted to be taken by Rights which it pursuant to the provisions of this Agreement unless it shall be requested has or may have in writing to do so by the Required Lenders or, where required, all the Lendersits capacity as an individual Lender. No Agent other than the Each Lender and Borrower agree that Administrative Agent shall have any responsibilityis not a fiduciary for Lenders or for Borrower but simply is acting in the capacity described herein to alleviate administrative burdens for both Borrower and Lenders, obligation that Administrative Agent has no duties or liability whatsoever under the Loan Documents in such capacity (other than as responsibilities to Lenders or Borrower except those expressly set forth herein, and that Administrative Agent in Section 10.14)its capacity as a Lender has all Rights of any other Lender.

Administrative Agent. Each GSCP has been appointed to act as Administrative Agent hereunder (pursuant to its appointment as “Administrative Agent” under the Credit Agreement and in such capacity, as “Collateral Administrative Agent” under the New Credit Agreement) by Lenders and the New Lenders and, by their acceptance of the Lenders and Fronting Banks irrevocably authorizes benefits hereof, the other Secured Parties. Administrative Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take such or refrain from taking any action on its behalf (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and to exercise such powers either (i) so long as no Event of Default shall have occurred and be continuing, at the direction of the Requisite Lenders (as defined under the Loan Documents Credit Agreement) (or such other Lenders as are specifically delegated may be required pursuant to Section 10.5 of the Credit Agreement) and the Requisite Lenders (as defined under the New Credit Agreement) (or such other New Lenders as may be required pursuant to Section 10.5 of the New Credit Agreement) or (ii) so long as any Event of Default shall have occurred and be continuing, at the direction of Required Secured Parties; provided, (a) Administrative Agent shall, after payment in full of all Obligations and New Obligations, exercise, or refrain from exercising, any remedies provided for herein in accordance with the instructions of the holders (the “Majority Holders”) of a majority of the aggregate “settlement amount” as defined in the Hedge Agreements and New Hedge Agreements (or, with respect to any Hedge Agreement or New Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Hedge Agreement or New Hedge Agreement) under all Hedge Agreements and New Hedge Agreements and (b) releases of all or substantially all of the Collateral shall require the consent of each Lender and New Lender affected thereby. For purposes of the foregoing sentence, settlement amount for any Hedge that has not been terminated shall be the settlement amount as of the last Business Day of the month preceding any date of determination and shall be calculated by the appropriate swap counterparties and reported to Administrative Agent upon request; provided, that any Hedge Agreement or New Hedge Agreement with a settlement amount that is a negative number shall be disregarded for purposes of determining the Majority Holders. In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by Administrative Agent for the benefit of Secured Parties in accordance with the terms of this Section. The provisions of the Credit Agreement relating to the Administrative Agent by and the terms thereof together with such powers as are reasonably incidental thereto. The New Credit Agreement relating to the Collateral Administrative Agent may perform any including, without limitation, the provisions relating to resignation or removal of Administrative Agent (in the case of the Credit Agreement) and all its the Collateral Administrative Agent (in the case of the New Credit Agreement) and the powers and duties and exercise its rights immunities of Administrative Agent (in the case of the Credit Agreement) and powers the Collateral Administrative Agent (in the case of the New Credit Agreement) are incorporated herein by or through this reference and shall survive any one or more sub- agents selected termination of the Credit Agreement and appointed by such the New Credit Agreement. All references to the “Administrative Agent” hereunder, unless the context clearly requires otherwise, shall mean GSCP as agent for all of the Secured Parties. Each Notwithstanding anything to the contrary in the Credit Agreement and the New Credit Agreement, prior to such date as the Obligations have been repaid in full and the Commitments (as defined in the Credit Agreement) thereunder terminated, the obligations of the Lenders pursuant to the Credit Agreement relating to indemnification of the Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through Affiliates or its or its Affiliates’ employees. The exculpatory provisions the obligations of the following paragraphs shall apply to any such sub-agent, to the Affiliates of the Administrative Agent and any such sub-agent and to the directors, officers and employees of the Administrative Agent, any such sub-agent and their respective Affiliates. The Administrative Agent is hereby expressly authorized and directed by the New Lenders to the extent provided in this Agreement, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders all payments of principal of and interest on the Loans and all other amounts due to the Lenders under the Loan Documents, and promptly to distribute to each Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to the Borrowers of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Borrowers pursuant to the Loan Documents as received by the Administrative Agent. Neither the Administrative Agent nor any of their directors, officers, employees or agents shall be liable as such for any action taken or omitted New Credit Agreement relating to be taken by it or them under the Loan Documents or in connection therewith (a) at the request or with the approval indemnification of the Required Lenders (or, if otherwise specifically required hereunder, the consent of all the Lenders) or (b) in the absence of its or their own bad faith, gross negligence or willful misconduct. Each Lender acknowledges that it has decided to enter into this Agreement and to extend the Loans hereunder based on its own analysis of the creditworthiness of the Borrowers and agrees that the Collateral Administrative Agent shall bear no responsibility for such creditworthiness. The Administrative Agent shall not be responsible in any manner to any of the Lenders for the effectiveness, enforceability, genuineness, validity or due execution of the Loan Documents or any other agreements or certificates, requests, financial statements, notices or opinions of counsel or for any recitals, statements, warranties or representations contained in the Loan Documents or in any such instrument or be under any obligation to ascertain or inquire as to the performance or observance of any of the terms, provisions, covenants, conditions, agreements or obligations of the Loan Documents or any other agreements determined on the part of any Loan Party and, without limiting the generality of the foregoing, the Administrative Agent shall, in the absence of knowledge to the contrary, be entitled to accept any certificate furnished pursuant to any Loan Document as conclusive evidence of the facts stated therein and shall be entitled to rely on any note, notice, consent, certificate, affidavit, letter, telegram, teletype or telecopy message, statement, order or other document which it reasonably believes to be genuine and correct and to have been signed or sent by the proper Person or Persons. It is understood and agreed that the Administrative Agent may exercise its rights and powers under other agreements and instruments to which it is or may be a party and engage in other transactions with Lyondell or any Subsidiary or other Affiliate as though it were not the agent of the Lenders hereunder. The Administrative Agent may consult with legal counsel selected by it in connection with matters arising under the Loan Documents and any action taken or suffered in good faith by it pro rata basis (in accordance with the opinion of such counsel shall be full justification and protection to it. The Administrative Agent may exercise any of its powers and rights and perform any duty outstanding principal amounts under the Loan Documents through agents or attorneys. The Lenders shall ratablyCredit Agreement and the New Credit Agreement, in accordance with their Credit Exposures at the time of demand for indemnification hereunder, indemnify the Administrative Agent, in its capacity as agent on behalf of the Lenders (taken together) to the extent not reimbursed by the Borrowers pursuant indemnified matter relates to the terms hereof and without limiting the obligations of the Borrowers to do soCollateral or actions taken (or not taken) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as results from such Administrative Agent’s gross negligence or willful misconduct) that such Administrative Agent may suffer or incur in connection with this Agreement or any action taken or omitted by it under the Loan Documents. The Administrative Agent may at any time give 30 days’ prior written notice of its resignation to the Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided that such successor shall comply with the requirements of Section 2.20(e) prior to becoming the successor under this Agreement; provided further that, so long as there has been no Event of Default, the Required Lenders shall not appoint a foreign agent as successor if such appointment would result in a tax gross-up or indemnification payment under this Agreement unless (i) the Required Lenders determine, in their reasonable discretion, that such appointment is necessary to avoid material adverse economic, legal or regulatory consequences, (ii) the appointment is at the request of the Borrowers’ Agent or (iii) the appointment is required by law. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders appoint a successor Administrative Agent meeting the qualifications set forth above provided that if the Administrative Agent shall notify Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security as nominee until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through an Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article 8 and Section 10.05 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates, and the officers, directors, partners, employees, agents, advisors and attorneys-in-fact of such Administrative and Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. The Lenders hereby acknowledge that the Administrative Agent shall not be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement unless it shall be requested in writing to do so by the Required Lenders or, where required, all the Lenders. No Agent other than the Administrative Agent shall have any responsibility, obligation or liability whatsoever under the Loan Documents in such capacity (other than as set forth in Section 10.14)Agreement.

Administrative Agent. (a) Each Facility A Lender (including any Facility A Lender in its capacity as an issuer of a Financial Hedge or as a Swing Line Lender) hereby appoints NationsBank (and NationsBank hereby accepts such appointment) as its nominee and agent, in its name and on its behalf: (i) to act as nominee for and on behalf of such Facility A Lender in and under all Facility A Loan Papers; (ii) to arrange the means whereby the funds of Facility A Lenders and Fronting Banks irrevocably authorizes are to be made available to Borrower under the Administrative Agent Facility A Loan Papers; (iii) to take such action on its behalf and to exercise such powers as may be requested by any Facility A Lender under the Facility A Loan Documents Papers (when such Facility A Lender is entitled to make such request under the Facility A Loan Papers and after such requesting Facility A Lender has obtained the concurrence of such other Facility A Lenders as are specifically delegated to may be required under the Administrative Agent by the terms thereof together with such powers as are reasonably incidental thereto. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub- agents selected and appointed by such Administrative Agent. Each of the Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through Affiliates or its or its Affiliates’ employees. The exculpatory provisions of the following paragraphs shall apply to any such sub-agent, to the Affiliates of the Administrative Agent and any such sub-agent and to the directors, officers and employees of the Administrative Agent, any such sub-agent and their respective Affiliates. The Administrative Agent is hereby expressly authorized and directed by the Lenders to the extent provided in this Agreement, without hereby limiting any implied authority, Facility A Loan Papers); (aiv) to receive all documents and items to be furnished to Facility A Lenders under the Facility A Loan Papers; (v) to be the secured party, mortgagee, beneficiary, and similar party in respect of, and to receive, as the case may be, any collateral for the benefit of Facility A Lenders; (vi) to timely distribute, and Administrative Agent agrees to so distribute, to each Facility A Lender all material information, requests, documents, and items received from Borrower under the Facility A Loan Papers; (vii) to promptly distribute to each Facility A Lender its ratable part of each payment or prepayment (whether voluntary, as proceeds of collateral upon or after foreclosure, as proceeds of insurance thereon, or otherwise) in accordance with the terms of the Facility A Loan Papers; (viii) to deliver to the appropriate Persons requests, demands, approvals, and consents received from Facility A Lenders; and (ix) to execute, on behalf of the Lenders all payments of principal of and interest on the Loans and all Facility A Lenders, such releases or other amounts due to the Lenders under the Loan Documents, and promptly to distribute to each Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to the Borrowers of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered documents or instruments as are permitted by the Borrowers pursuant Facility A Loan Papers or as directed by Facility A Lenders from time to the Loan Documents as received by the Administrative Agent. Neither the Administrative Agent nor any of their directorstime; provided, officershowever, employees or agents shall be liable as such for any action taken or omitted to be taken by it or them under the Loan Documents or in connection therewith (a) at the request or with the approval of the Required Lenders (or, if otherwise specifically required hereunder, the consent of all the Lenders) or (b) in the absence of its or their own bad faith, gross negligence or willful misconduct. Each Lender acknowledges that it has decided to enter into this Agreement and to extend the Loans hereunder based on its own analysis of the creditworthiness of the Borrowers and agrees that the Administrative Agent shall bear no responsibility for such creditworthiness. The Administrative Agent shall not be responsible in required to AMENDED AND RESTATED FACILITY A REVOLVING CREDIT AGREEMENT 56 62 take any manner action which exposes Administrative Agent to any of the Lenders for the effectiveness, enforceability, genuineness, validity personal liability or due execution of the Loan Documents or any other agreements or certificates, requests, financial statements, notices or opinions of counsel or for any recitals, statements, warranties or representations contained in the Loan Documents or in any such instrument or be under any obligation to ascertain or inquire as which is contrary to the performance Facility A Loan Papers or observance of any of the terms, provisions, covenants, conditions, agreements or obligations of the Loan Documents or any other agreements on the part of any Loan Party and, without limiting the generality of the foregoing, the Administrative Agent shall, in the absence of knowledge to the contrary, be entitled to accept any certificate furnished pursuant to any Loan Document as conclusive evidence of the facts stated therein and shall be entitled to rely on any note, notice, consent, certificate, affidavit, letter, telegram, teletype or telecopy message, statement, order or other document which it reasonably believes to be genuine and correct and to have been signed or sent by the proper Person or Persons. It is understood and agreed that the applicable Law. (b) Administrative Agent may exercise its rights resign at any time as Administrative Agent under the Facility A Loan Papers by giving written notice thereof to Facility A Lenders and powers may be removed as Administrative Agent under other agreements and instruments the Facility A Loan Papers at any time with cause by Determining Lenders. Should the initial or any successor Administrative Agent ever cease to which it is or may be a party and engage in other transactions with Lyondell hereto or should the initial or any Subsidiary or other Affiliate as though it were not the agent of the Lenders hereunder. The successor Administrative Agent may consult with legal counsel selected by it in connection with matters arising under the Loan Documents and any action taken ever resign or suffered in good faith by it in accordance with the opinion of such counsel shall be full justification and protection to it. The Administrative Agent may exercise any of its powers and rights and perform any duty under the Loan Documents through agents or attorneys. The Lenders shall ratably, in accordance with their Credit Exposures at the time of demand for indemnification hereunder, indemnify the removed as Administrative Agent, in its capacity as agent on behalf of then Determining Lenders shall elect the successor Administrative Agent from among the Lenders (to other than the extent not reimbursed by the Borrowers pursuant to the terms hereof and without limiting the obligations of the Borrowers to do so) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as results from such resigning Administrative Agent’s gross negligence or willful misconduct) that such Administrative Agent may suffer or incur in connection with this Agreement or any action taken or omitted by it under the Loan Documents. The Administrative Agent may at any time give 30 days’ prior written notice of its resignation to the Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided that such successor shall comply with the requirements of Section 2.20(e) prior to becoming the successor under this Agreement; provided further that, so long as there has been no Event of Default, the Required Lenders shall not appoint a foreign agent as successor if such appointment would result in a tax gross-up or indemnification payment under this Agreement unless (i) the Required Lenders determine, in their reasonable discretion, that such appointment is necessary to avoid material adverse economic, legal or regulatory consequences, (ii) the appointment is at the request of the Borrowers’ Agent or (iii) the appointment is required by law). If no such successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment Determining Lenders, within 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignationresignation or Determining Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may may, on behalf of the Lenders Facility A Lenders, appoint a successor Administrative Agent, which shall be a commercial bank having a combined capital and surplus of at least $1,000,000,000. Upon the acceptance of any appointment as Administrative Agent meeting under the qualifications set forth above provided that if the Facility A Loan Papers by a successor Administrative Agent, such successor Administrative Agent shall notify Borrowers thereupon succeed to and become vested with all the Lenders that no qualifying Person has accepted such appointmentRights of the retiring Administrative Agent, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and of Administrative Agent under the other Facility A Loan Documents Papers (except provided, however, that when used in connection with LCs issued and outstanding prior to the case of any collateral security held by the Administrative Agent on behalf appointment of the Lenders under any of the Loan Documentssuccessor Administrative Agent, the retiring "Administrative Agent Agent" shall continue to hold such collateral security as nominee until such time as a refer solely to the bank that issued the outstanding LC; provided further that any LCs issued or renewed after the appointment of any successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through an Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties issued by such successor Administrative Agent), and obligations hereunder or each Facility A Lender shall execute such documents as any Facility A Lender may reasonably request to reflect such change in and under the other Facility A Loan Documents (if not already discharged therefrom as provided above in this paragraph)Papers. After the any retiring Administrative Agent’s 's resignation hereunder and or removal as Administrative Agent under the other Facility A Loan DocumentsPapers, the provisions of this Article 8 and Section 10.05 SECTION 10 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates, and the officers, directors, partners, employees, agents, advisors and attorneys-in-fact of such Administrative and Affiliates in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Administrative Agent was acting as Administrative Agent. The Lenders hereby acknowledge that the Administrative Agent shall not be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement unless it shall be requested in writing to do so by the Required Lenders or, where required, all the Lenders. No Agent other than the Administrative Agent shall have any responsibility, obligation or liability whatsoever under the Facility A Loan Documents in such capacity (other than as set forth in Section 10.14)Papers.

Administrative Agent. (i) Each of the Lenders and Fronting Banks irrevocably authorizes the Lender appoints Administrative Agent (and Administrative Agent accepts appointment) as its nominee and agent, in its name and on its behalf: (i) to take such action act as its nominee and on its behalf in, under and in accordance with all Loan Papers; (ii) to exercise such powers arrange the means whereby its funds are to be made available to Borrower under the Loan Documents as are specifically delegated Papers; (iii) to take any action that it properly requests under the Loan Papers (subject to the Administrative Agent by concurrence of other Lenders as may be required under the terms thereof together with such powers as are reasonably incidental thereto. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub- agents selected and appointed by such Administrative Agent. Each of the Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through Affiliates or its or its Affiliates’ employees. The exculpatory provisions of the following paragraphs shall apply to any such sub-agent, to the Affiliates of the Administrative Agent and any such sub-agent and to the directors, officers and employees of the Administrative Agent, any such sub-agent and their respective Affiliates. The Administrative Agent is hereby expressly authorized and directed by the Lenders to the extent provided in this Agreement, without hereby limiting any implied authority, Loan Papers); (aiv) to receive on behalf of the Lenders all payments of principal of documents and interest on the Loans and all other amounts due items to the Lenders be furnished to it under the Loan DocumentsPapers; (v) to be the secured party, mortgagee, beneficiary, recipient, and similar party in respect of any collateral for the benefit of Lenders; (vi) to promptly to distribute to each Lender it all material information, requests, documents, and items received from Borrower under the Loan Papers; (vii) to promptly distribute to it its proper share ratable part of each payment so received; or prepayment (bwhether voluntary, as proceeds of collateral upon or after foreclosure, as proceeds of insurance thereon, or otherwise) to give notice on behalf of each of the Lenders to the Borrowers of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Borrowers pursuant to the Loan Documents as received by the Administrative Agent. Neither the Administrative Agent nor any of their directors, officers, employees or agents shall be liable as such for any action taken or omitted to be taken by it or them under the Loan Documents or in connection therewith (a) at the request or with the approval of the Required Lenders (or, if otherwise specifically required hereunder, the consent of all the Lenders) or (b) in the absence of its or their own bad faith, gross negligence or willful misconduct. Each Lender acknowledges that it has decided to enter into this Agreement and to extend the Loans hereunder based on its own analysis of the creditworthiness of the Borrowers and agrees that the Administrative Agent shall bear no responsibility for such creditworthiness. The Administrative Agent shall not be responsible in any manner to any of the Lenders for the effectiveness, enforceability, genuineness, validity or due execution of the Loan Documents or any other agreements or certificates, requests, financial statements, notices or opinions of counsel or for any recitals, statements, warranties or representations contained in the Loan Documents or in any such instrument or be under any obligation to ascertain or inquire as to the performance or observance of any of the terms, provisions, covenants, conditions, agreements or obligations of the Loan Documents or any other agreements on the part of any Loan Party and, without limiting the generality of the foregoing, the Administrative Agent shall, in the absence of knowledge to the contrary, be entitled to accept any certificate furnished pursuant to any Loan Document as conclusive evidence of the facts stated therein and shall be entitled to rely on any note, notice, consent, certificate, affidavit, letter, telegram, teletype or telecopy message, statement, order or other document which it reasonably believes to be genuine and correct and to have been signed or sent by the proper Person or Persons. It is understood and agreed that the Administrative Agent may exercise its rights and powers under other agreements and instruments to which it is or may be a party and engage in other transactions with Lyondell or any Subsidiary or other Affiliate as though it were not the agent of the Lenders hereunder. The Administrative Agent may consult with legal counsel selected by it in connection with matters arising under the Loan Documents and any action taken or suffered in good faith by it in accordance with the opinion terms of such counsel shall be full justification the Loan Papers (including without limitation, environmental notices, notices of default and protection all financial statements and Compliance Certificates); and (viii) to deliver to the appropriate Persons requests, demands, approvals, and consents received from it. The However, Administrative Agent may exercise not be required to take any of its powers and rights and perform action that exposes it to personal liability or that is contrary to any duty under Loan Paper or applicable Law. (ii) If the Loan Documents through agents initial or attorneys. The Lenders shall ratably, in accordance with their Credit Exposures at the time of demand for indemnification hereunder, indemnify the Administrative Agent, in its capacity as agent on behalf of the Lenders (to the extent not reimbursed by the Borrowers pursuant to the terms hereof and without limiting the obligations of the Borrowers to do so) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as results from such Administrative Agent’s gross negligence or willful misconduct) that such successor Administrative Agent may suffer or incur in connection with ever ceases to be a party to this Agreement or if the initial or any action taken or omitted by it under the Loan Documents. The successor Administrative Agent may at any time give 30 days’ prior written notice of its resignation to the Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrowers, to appoint a successor, which shall be a bank with an office in the United States, ever resigns (whether voluntarily or an Affiliate of any such bank with an office in the United States; provided that such successor shall comply with the requirements of Section 2.20(e) prior to becoming the successor under this Agreement; provided further that, so long as there has been no Event of Default, the Required Lenders shall not appoint a foreign agent as successor if such appointment would result in a tax gross-up or indemnification payment under this Agreement unless (i) the Required Lenders determine, in their reasonable discretion, that such appointment is necessary to avoid material adverse economic, legal or regulatory consequences, (ii) the appointment is at the request of Majority Lenders), then Majority Lenders shall appoint the Borrowers’ successor Administrative Agent or from among the Lenders with Commitment Sums of at least $10,000,000 (iii) other than the appointment is required by lawresigning Administrative Agent). If no such successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders fail to appoint a successor Administrative Agent meeting within thirty (30) days after the qualifications set forth above provided that if the resigning Administrative Agent has given notice of resignation or Majority Lenders have removed the resigning Administrative Agent, then the resigning Administrative Agent may, on behalf of Lenders and with the consent of the Borrower, which shall notify Borrowers not be unreasonably withheld or delayed, appoint a successor Administrative Agent, which must be a commercial bank having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition). Upon its acceptance of appointment as successor Administrative Agent, the successor Administrative Agent succeeds to and becomes vested with all of the Rights of the prior Administrative Agent, and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring prior Administrative Agent shall be is discharged from its duties and obligations hereunder and of Administrative Agent under the other Loan Documents Papers (except that but, when used in connection with LCs issued and outstanding before the case of any collateral security held by the Administrative Agent on behalf appointment of the Lenders under any of the Loan Documentssuccessor Administrative Agent, the retiring "Administrative Agent Agent" shall continue to hold refer solely to Charter One Bank, N.A.), and each Lender shall execute such collateral security documents as nominee until such time as a any Lender, the resigning or removed Administrative Agent, or the successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided reasonably request to be made by, to reflect the change. After any Administrative Agent's resignation or through an Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment removal as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). After the retiring Administrative Agent’s resignation hereunder and under the other Loan DocumentsPapers, the provisions of this Article 8 and Section 10.05 shall continue in effect for the SECTION 13 inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates, and the officers, directors, partners, employees, agents, advisors and attorneys-in-fact of such Administrative and Affiliates in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Administrative Agent was acting as Administrative Agent. The Lenders hereby acknowledge that the Administrative Agent shall not be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement unless it shall be requested in writing to do so by the Required Lenders or, where required, all the Lenders. No Agent other than the Administrative Agent shall have any responsibility, obligation or liability whatsoever under the Loan Documents in such capacity (other than as set forth in Section 10.14)Papers.

Administrative Agent. (a) Each of the Lenders and Fronting Banks irrevocably authorizes the Lender appoints Administrative Agent (and Administrative Agent accepts appointment) as its nominee and agent, in its name and on its behalf: (i) to take such action act as its nominee and on its behalf in, under and in accordance with all Loan Papers; (ii) to exercise such powers arrange the means whereby its funds are to be made available to Borrower under the Loan Documents as are specifically delegated Papers; (iii) to take any action that it properly requests under the Loan Papers (subject to the Administrative Agent by concurrence of other Lenders as may be required under the Loan Papers); (iv) to receive all documents and items to be furnished to it under the Loan Papers; (v) to be the secured party, mortgagee, beneficiary, recipient, and similar party in respect of any collateral for the benefit of Lenders; (vi) to promptly distribute to it all material information, requests, documents, and items received from Borrower under the Loan Papers; (vii) to promptly distribute to it its ratable part of each payment or prepayment (whether voluntary, as proceeds of collateral upon or after foreclosure, as proceeds of insurance thereon, or otherwise) in accordance with the terms thereof together with such powers as are reasonably incidental theretoof the Loan Papers (including without limitation, environmental notices, notices of default and all financial statements and Compliance Certificates); and (viii) to deliver to the appropriate Persons requests, demands, approvals, and consents received from it. The However, Administrative Agent may perform not be required to take any and all its duties and exercise its rights and powers by action that exposes it to personal liability or through any one or more sub- agents selected and appointed by such Administrative Agent. Each of the Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through Affiliates or its or its Affiliates’ employees. The exculpatory provisions of the following paragraphs shall apply that is contrary to any such sub-agent, to the Affiliates of the Administrative Agent and any such sub-agent and to the directors, officers and employees of the Administrative Agent, any such sub-agent and their respective Affiliates. The Administrative Agent is hereby expressly authorized and directed by the Lenders to the extent provided in this Agreement, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders all payments of principal of and interest on the Loans and all other amounts due to the Lenders under the Loan Documents, and promptly to distribute to each Lender its proper share of each payment so received; Paper or applicable Law. (b) If the initial or any successor Administrative Agent ever ceases to give notice on behalf of each of the Lenders be a party to the Borrowers of any Event of Default specified in this Agreement of which or if the initial or any successor Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and ever resigns (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Borrowers pursuant to the Loan Documents as received by the Administrative Agent. Neither the Administrative Agent nor any of their directors, officers, employees whether voluntarily or agents shall be liable as such for any action taken or omitted to be taken by it or them under the Loan Documents or in connection therewith (a) at the request or with the approval of the Required Majority Lenders), then Majority Lenders (orwith, if otherwise specifically required hereunderso long as no Default under Section 11.1 or Section 11.3 is then continuing, the consent of all the Lenders) or (b) in the absence of its or their own bad faithBorrower, gross negligence or willful misconduct. Each Lender acknowledges that it has decided to enter into this Agreement and to extend the Loans hereunder based on its own analysis of the creditworthiness of the Borrowers and agrees that the Administrative Agent shall bear no responsibility for such creditworthiness. The Administrative Agent which shall not be responsible in any manner to any of unreasonably withheld, delayed or conditioned) shall appoint the successor Administrative Agent from among the Lenders for with Commitment Sums of at least $25,000,000 (other than the effectiveness, enforceability, genuineness, validity or due execution of the Loan Documents or any other agreements or certificates, requests, financial statements, notices or opinions of counsel or for any recitals, statements, warranties or representations contained in the Loan Documents or in any such instrument or be under any obligation to ascertain or inquire as to the performance or observance of any of the terms, provisions, covenants, conditions, agreements or obligations of the Loan Documents or any other agreements on the part of any Loan Party and, without limiting the generality of the foregoing, the Administrative Agent shall, in the absence of knowledge to the contrary, be entitled to accept any certificate furnished pursuant to any Loan Document as conclusive evidence of the facts stated therein and shall be entitled to rely on any note, notice, consent, certificate, affidavit, letter, telegram, teletype or telecopy message, statement, order or other document which it reasonably believes to be genuine and correct and to have been signed or sent by the proper Person or Persons. It is understood and agreed that the Administrative Agent may exercise its rights and powers under other agreements and instruments to which it is or may be a party and engage in other transactions with Lyondell or any Subsidiary or other Affiliate as though it were not the agent of the Lenders hereunder. The Administrative Agent may consult with legal counsel selected by it in connection with matters arising under the Loan Documents and any action taken or suffered in good faith by it in accordance with the opinion of such counsel shall be full justification and protection to it. The Administrative Agent may exercise any of its powers and rights and perform any duty under the Loan Documents through agents or attorneys. The Lenders shall ratably, in accordance with their Credit Exposures at the time of demand for indemnification hereunder, indemnify the resigning Administrative Agent, in its capacity as agent on behalf of the Lenders (to the extent not reimbursed by the Borrowers pursuant to the terms hereof and without limiting the obligations of the Borrowers to do so) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as results from such Administrative Agent’s gross negligence or willful misconduct) that such Administrative Agent may suffer or incur in connection with this Agreement or any action taken or omitted by it under the Loan Documents. The Administrative Agent may at any time give 30 days’ prior written notice of its resignation to the Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided that such successor shall comply with the requirements of Section 2.20(e) prior to becoming the successor under this Agreement; provided further that, so long as there has been no Event of Default, the Required Lenders shall not appoint a foreign agent as successor if such appointment would result in a tax gross-up or indemnification payment under this Agreement unless (i) the Required Lenders determine, in their reasonable discretion, that such appointment is necessary to avoid material adverse economic, legal or regulatory consequences, (ii) the appointment is at the request of the Borrowers’ Agent or (iii) the appointment is required by law. If no such successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders fail to appoint a successor Administrative Agent meeting within thirty (30) days after the qualifications set forth above provided resigning Administrative Agent has given notice of resignation or Majority ▇▇▇▇▇▇▇ have removed the resigning Administrative Agent, then the resigning Administrative Agent may, on behalf of ▇▇▇▇▇▇▇ and with the consent of the Borrower, which shall not be unreasonably withheld or delayed, appoint a successor Administrative Agent, which must be a commercial bank having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition). If Administrative Agent becomes a Defaulting Lender due to the Majority Lenders determining that if the Administrative Agent shall notify Borrowers has become or is insolvent or has a parent company that has become or is insolvent or become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or has indicated its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or has indicated its consent to, approval of or acquiescence in any such proceeding or appointment, the Majority Lenders may agree in writing to remove and replace the Administrative Agent with a successor administrative agent from among the Lenders with (so long as no Default has occurred and is continuing) the consent of Borrower (such consent not to be unreasonably withheld, delayed, or conditioned). Upon its acceptance of appointment as successor Administrative Agent, the successor Administrative Agent succeeds to and becomes vested with all of the Rights of the prior Administrative Agent, and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring prior Administrative Agent shall be is discharged from its duties and obligations hereunder and of Administrative Agent under the other Loan Documents Papers (except that but, when used in connection with LCs issued and outstanding before the case of any collateral security held by the Administrative Agent on behalf appointment of the Lenders under any of the Loan Documentssuccessor Administrative Agent, the retiring “Administrative Agent Agent” shall continue to hold refer solely to Citizens Bank, N. A.) and each Lender shall execute such collateral security documents as nominee until such time as a any ▇▇▇▇▇▇, the resigning or removed Administrative Agent, or the successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided reasonably request to be made by, to or through an Administrative Agent shall instead be made by or to each Lender directly, until such time as reflect the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph)change. After the retiring any Administrative Agent’s resignation hereunder and or removal as Administrative Agent under the other Loan DocumentsPapers, the provisions of this Article 8 and Section 10.05 shall continue in effect for the 13 inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates, and the officers, directors, partners, employees, agents, advisors and attorneys-in-fact of such Administrative and Affiliates in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Administrative Agent was under the Loan Papers. (c) Administrative Agent, in its capacity as a Lender, has the same Rights under the Loan Papers as any other Lender and may exercise those Rights as if it were not acting as Administrative Agent; the term “Lender” shall, unless the context otherwise indicates, include Administrative Agent; and Administrative Agent’s resignation or removal shall not impair or otherwise affect any Rights that it has or may have in its capacity as an individual Lender. The Lenders hereby acknowledge Each Lender and ▇▇▇▇▇▇▇▇ agree that the Administrative Agent shall is not be under any duty to take any discretionary action permitted to be taken by it pursuant to a fiduciary for Lenders or for Borrower but simply is acting in the provisions of capacity described in this Agreement unless it shall be requested in writing to do so by the Required Lenders oralleviate administrative burdens for Borrower and Lenders, where required, all the Lenders. No Agent other than the that Administrative Agent has no duties or responsibilities to Lenders or Borrower except those expressly set forth in the Loan Papers, and that Administrative Agent in its capacity as a Lender has all Rights of any other Lender. (d) Administrative Agent may now or hereafter be engaged in one or more loan, letter of credit, leasing or other financing transaction with Borrower, act as trustee or depositary 76 for ▇▇▇▇▇▇▇▇, or otherwise be engaged in other transactions with Borrower (the “other activities”) not the subject of the Loan Papers. Without limiting the Rights of Lenders specifically set forth in the Loan Papers, Administrative Agent is not responsible to account to Lenders for those other activities, and no Lender shall have any responsibilityinterest in any other activities, obligation any present or liability whatsoever future guaranties by or for the account of Borrower that are not contemplated or included in the Loan Papers, any present or future offset exercised by Administrative Agent in respect of those other activities, any present or future property taken as security for any of those other activities, or any property now or hereafter in Administrative Agent’s possession or control that may be or become security for the obligations of Borrower arising under the Loan Documents Papers by reason of the general description of indebtedness secured or of property contained in such capacity any other agreements, documents, or instruments related to any of those other activities (other than but, if any payments in respect of those guaranties or that property or the proceeds thereof is applied by Administrative Agent to reduce the Obligation, then each Lender is entitled to share ratably in the application as set forth provided in Section 10.14the Loan Papers).

Administrative Agent. (a) Each Lender hereby appoints CoreStates Bank, N.A. (and CoreStates Bank, N.A. hereby accepts such appointment) as its nominee and agent, in its name and on its behalf: (i) to act as nominee for and on behalf of such Lender in and under all Loan Papers; (ii) to arrange the Lenders and Fronting Banks irrevocably authorizes means whereby the Administrative Agent funds of lenders are to be made available to Borrower under the Loan Papers; (iii) to take such action on its behalf and to exercise such powers as may be requested by any Lender under the Loan Documents Papers (when such Lender is entitled to make such request under the Loan Papers and after such requesting Lender has obtained the concurrence of such other Lenders as are specifically delegated to may be required under the Administrative Agent by the terms thereof together with such powers as are reasonably incidental thereto. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub- agents selected and appointed by such Administrative Agent. Each of the Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through Affiliates or its or its Affiliates’ employees. The exculpatory provisions of the following paragraphs shall apply to any such sub-agent, to the Affiliates of the Administrative Agent and any such sub-agent and to the directors, officers and employees of the Administrative Agent, any such sub-agent and their respective Affiliates. The Administrative Agent is hereby expressly authorized and directed by the Lenders to the extent provided in this Agreement, without hereby limiting any implied authority, Loan Papers); (aiv) to receive on behalf of the Lenders all payments of principal of documents and interest on the Loans and all other amounts due items to the be furnished to Lenders under the Loan DocumentsPapers; (v) to be the secured party, mortgagee, beneficiary, and similar party in respect of, and to receive, as the case may be, any collateral for the benefit of Lenders; (vi) to timely distribute, and Administrative Agent agrees to so distribute, to each Lender all material information, requests, documents, and items received from Borrower under the Loan Papers; (vii) to promptly to distribute to each Lender its proper share ratable part of each payment so receivedor prepayment (whether voluntary, as proceeds of collateral upon or after foreclosure, as proceeds of insurance thereon, or otherwise) in accordance with the terms of the Loan Papers; (bviii) to give notice deliver to the appropriate persons requests, demands, approvals, and consents received from Lenders; and (ix) to execute, on behalf of each of the Lenders to the Borrowers of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all noticesLenders, financial statements and such releases or other materials delivered documents or instruments as are permitted by the Borrowers pursuant Loan Papers or as directed by Lenders from time to the Loan Documents as received by the Administrative Agent. Neither the Administrative Agent nor any of their directorstime; PROVIDED, officersHOWEVER, employees or agents shall be liable as such for any action taken or omitted to be taken by it or them under the Loan Documents or in connection therewith (a) at the request or with the approval of the Required Lenders (or, if otherwise specifically required hereunder, the consent of all the Lenders) or (b) in the absence of its or their own bad faith, gross negligence or willful misconduct. Each Lender acknowledges that it has decided to enter into this Agreement and to extend the Loans hereunder based on its own analysis of the creditworthiness of the Borrowers and agrees that the Administrative Agent shall bear no responsibility for such creditworthiness. The Administrative Agent shall not be responsible in required to take any manner action which exposes Administrative Agent to any personal liability or which is contrary to the Loan Papers or applicable law. (b) Each Lender hereby appoints NationsBank of TEXAS, N.A., as Syndication Agent, and Toronto Dominion (Texas), Inc., as Documentation Agent (and NationsBank of Texas, N.A. and Toronto Dominion (Texas), Inc. hereby accept such appointments), to take such actions, if any, as are delegated to such Syndication Agent and Documentation Agent, respectively, under the Lenders for the effectiveness, enforceability, genuineness, validity or due execution terms of the Loan Documents Papers. (c) Agents (in their respective agency capacities) may resign at any time from their respective agent positions under the Loan Papers by giving written notice thereof to Lenders and may be removed as such Agent under the Loan Papers at any time with cause by Required Lenders. Should the initial or any other agreements or certificates, requests, financial statements, notices or opinions of counsel or for any recitals, statements, warranties or representations contained in the Loan Documents or in any such instrument or be under any obligation successor Agent ever cease to ascertain or inquire as to the performance or observance of any of the terms, provisions, covenants, conditions, agreements or obligations of the Loan Documents or any other agreements on the part of any Loan Party and, without limiting the generality of the foregoing, the Administrative Agent shall, in the absence of knowledge to the contrary, be entitled to accept any certificate furnished pursuant to any Loan Document as conclusive evidence of the facts stated therein and shall be entitled to rely on any note, notice, consent, certificate, affidavit, letter, telegram, teletype or telecopy message, statement, order or other document which it reasonably believes to be genuine and correct and to have been signed or sent by the proper Person or Persons. It is understood and agreed that the Administrative Agent may exercise its rights and powers under other agreements and instruments to which it is or may be a party and engage in other transactions with Lyondell THIRD AMENDED AND 71 RESTATED CREDIT AGREEMENT hereto or should the initial or any Subsidiary successor Agent ever resign or other Affiliate be removed as though it were not the agent of the Lenders hereunder. The Administrative Agent may consult with legal counsel selected by it in connection with matters arising under the Loan Documents and any action taken or suffered in good faith by it in accordance with the opinion of such counsel shall be full justification and protection to it. The Administrative Agent may exercise any of its powers and rights and perform any duty under the Loan Documents through agents or attorneys. The Agent, then Required Lenders shall ratably, in accordance with their Credit Exposures at elect the time of demand for indemnification hereunder, indemnify the Administrative Agent, in its capacity as agent on behalf of successor Agent from among the Lenders (to other than the extent not reimbursed by the Borrowers pursuant to the terms hereof and without limiting the obligations of the Borrowers to do so) against any cost, expense (including reasonable counsel fees and disbursementsresigning Agent), claim, demand, action, loss or liability (except such as results from such Administrative Agent’s gross negligence or willful misconduct) that such Administrative Agent may suffer or incur in connection with this Agreement or any action taken or omitted by it under the Loan Documents. The Administrative Agent may at any time give 30 days’ prior written notice of its resignation to the Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided that such successor shall comply with the requirements of Section 2.20(e) prior to becoming the successor under this Agreement; provided further that, so long as there has been no Event of Default, the Required Lenders shall not appoint a foreign agent as successor if such appointment would result in a tax gross-up or indemnification payment under this Agreement unless (i) the Required Lenders determine, in their reasonable discretion, that such appointment is necessary to avoid material adverse economic, legal or regulatory consequences, (ii) the appointment is at the request of the Borrowers’ Agent or (iii) the appointment is required by law. If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment Lenders, within 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignationresignation or Required Lenders' removal of the retiring Agent, then the retiring Administrative Agent may may, on behalf of the Lenders Lenders, appoint a successor Administrative Agent, which shall be a commercial bank having a combined capital and surplus of at least $1,000,000,000. Upon the acceptance of any appointment as Agent meeting under the qualifications set forth above provided that if Loan Papers by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the Rights of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations of Agent under the Loan Papers; PROVIDED, THAT the predecessor Administrative Agent shall notify Borrowers deliver to its successor Administrative Agent all collateral, documents, and the Lenders that no qualifying Person has accepted money held by it as Administrative Agent, if any, whereupon such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring predecessor Administrative Agent shall be discharged from its duties and obligations hereunder and as Administrative Agent under the other Loan Documents Papers (except that PROVIDED, HOWEVER, THAT when used in connection with LCs issued and outstanding prior to the case of any collateral security held by the Administrative Agent on behalf appointment of the Lenders under any of the Loan Documentssuccessor Administrative Agent, the retiring Administrative Agent "ADMINISTRATIVE AGENT" shall continue to hold such collateral security as nominee until such time as a refer solely to the bank that issued the outstanding LC; PROVIDED FURTHER THAT any LCs issued or renewed after the appointment of any successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through an Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). After the retiring issued by such successor Administrative Agent’s resignation hereunder ), and each lender shall execute such documents as any Lender may reasonably request to reflect such change in and under the other Loan DocumentsPapers. After any retiring Agent's resignation or removal as Agent under the Loan Papers, the provisions of this Article 8 and Section 10.05 SECTION 13 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates, and the officers, directors, partners, employees, agents, advisors and attorneys-in-fact of such Administrative and Affiliates in respect of as to any actions taken or omitted to be taken by any of them it while the retiring Administrative it was Agent was acting as Administrative Agent. The Lenders hereby acknowledge that the Administrative Agent shall not be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement unless it shall be requested in writing to do so by the Required Lenders or, where required, all the Lenders. No Agent other than the Administrative Agent shall have any responsibility, obligation or liability whatsoever under the Loan Documents Papers. (d) Each Agent, in such its capacity (as a Lender, shall have the same Rights under the Loan Papers as any other than Lender and may exercise the same as though it were not acting as an Agent; the term "LENDER" shall, unless the context otherwise indicates, include Agents; and any resignation, or removal of by any Agent hereunder shall not impair or otherwise affect any Rights which it has or may have in its capacity as an individual Lender. Each Lender and Borrower agree that Agents are not fiduciaries for Lenders or for Borrower but simply is acting in the capacity described herein to alleviate administrative burdens for both Borrower and Lenders, that Agents have no duties or responsibilities to Lenders or Borrower except those expressly set forth herein, and that Agents in Section 10.14)their capacities as Lenders have all Rights of any other Lender.

Administrative Agent. (a) Each Facility A Lender hereby appoints NationsBank of Texas, N.A. (and NationsBank of Texas, N.A. hereby accepts such appointment) as its nominee and agent, in its name and on its behalf: (i) to act as nominee for and on behalf of such Facility A Lender in and under all Facility A Loan Papers; (ii) to arrange the means whereby the funds of Facility A Lenders and Fronting Banks irrevocably authorizes are to be made available to Borrower under the Administrative Agent Facility A Loan Papers; (iii) to take such action on its behalf and to exercise such powers as may be requested by any Facility A Lender under the Facility A Loan Documents Papers (when such Facility A Lender is entitled to make such request under the Facility A Loan Papers and after such requesting Facility A Lender has obtained the concurrence of such other Facility A Lenders as are specifically delegated to may be required under the Administrative Agent by the terms thereof together with such powers as are reasonably incidental thereto. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub- agents selected and appointed by such Administrative Agent. Each of the Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through Affiliates or its or its Affiliates’ employees. The exculpatory provisions of the following paragraphs shall apply to any such sub-agent, to the Affiliates of the Administrative Agent and any such sub-agent and to the directors, officers and employees of the Administrative Agent, any such sub-agent and their respective Affiliates. The Administrative Agent is hereby expressly authorized and directed by the Lenders to the extent provided in this Agreement, without hereby limiting any implied authority, Facility A Loan Papers); (aiv) to receive all documents and items to be furnished to Facility A Lenders under the Facility A Loan Papers; (v) to be the secured party, mortgagee, beneficiary, and similar party in respect of, and to receive, as the case may be, any collateral for the benefit of Facility A Lenders; (vi) to timely distribute, and Administrative Agent agrees to so distribute, to each Facility A Lender all material information, requests, documents, and items received from Borrower under the Facility A Loan Papers; (vii) to promptly distribute to each Facility A Lender its ratable part of each payment or prepayment (whether voluntary, as proceeds of collateral upon or after foreclosure, as proceeds of insurance thereon, or otherwise) in accordance with the terms of the Facility A Loan Papers; (viii) to deliver to the appropriate Persons requests, demands, approvals, and consents received from Facility A Lenders; and (ix) to execute, on behalf of the Lenders all payments of principal of and interest on the Loans and all Facility A Lenders, such releases or other amounts due to the Lenders under the Loan Documents, and promptly to distribute to each Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to the Borrowers of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered documents or instruments as are permitted by the Borrowers pursuant Facility A Loan Papers or as directed by Facility A Lenders from time to the Loan Documents as received by the Administrative Agent. Neither the Administrative Agent nor any of their directorstime; provided, officershowever, employees or agents shall be liable as such for any action taken or omitted to be taken by it or them under the Loan Documents or in connection therewith (a) at the request or with the approval of the Required Lenders (or, if otherwise specifically required hereunder, the consent of all the Lenders) or (b) in the absence of its or their own bad faith, gross negligence or willful misconduct. Each Lender acknowledges that it has decided to enter into this Agreement and to extend the Loans hereunder based on its own analysis of the creditworthiness of the Borrowers and agrees that the Administrative Agent shall bear no responsibility for such creditworthiness. The Administrative Agent shall not be responsible in required to take any manner action which exposes Administrative Agent to any of the Lenders for the effectiveness, enforceability, genuineness, validity personal liability or due execution of the Loan Documents or any other agreements or certificates, requests, financial statements, notices or opinions of counsel or for any recitals, statements, warranties or representations contained in the Loan Documents or in any such instrument or be under any obligation to ascertain or inquire as which is contrary to the performance Facility A Loan Papers or observance of any of the terms, provisions, covenants, conditions, agreements or obligations of the Loan Documents or any other agreements on the part of any Loan Party and, without limiting the generality of the foregoing, the Administrative Agent shall, in the absence of knowledge to the contrary, be entitled to accept any certificate furnished pursuant to any Loan Document as conclusive evidence of the facts stated therein and shall be entitled to rely on any note, notice, consent, certificate, affidavit, letter, telegram, teletype or telecopy message, statement, order or other document which it reasonably believes to be genuine and correct and to have been signed or sent by the proper Person or Persons. It is understood and agreed that the applicable Law. (b) Administrative Agent may exercise its rights resign at any time as Administrative Agent under the Facility A Loan Papers by giving written notice thereof to Facility A Lenders and powers may be removed as Administrative Agent under other agreements and instruments the Facility A Loan Papers at any time with cause by Determining Lenders. Should the initial or any successor Administrative Agent ever cease to which it is or may be a party and engage in other transactions with Lyondell hereto or should the initial or any Subsidiary or other Affiliate as though it were not the agent of the Lenders hereunder. The successor Administrative Agent may consult with legal counsel selected by it in connection with matters arising under the Loan Documents and any action taken ever resign or suffered in good faith by it in accordance with the opinion of such counsel shall be full justification and protection to it. The Administrative Agent may exercise any of its powers and rights and perform any duty under the Loan Documents through agents or attorneys. The Lenders shall ratably, in accordance with their Credit Exposures at the time of demand for indemnification hereunder, indemnify the removed as Administrative Agent, in its capacity as agent on behalf of then Determining Lenders shall elect the successor Administrative Agent from among the Lenders (to other than the extent not reimbursed by the Borrowers pursuant to the terms hereof and without limiting the obligations of the Borrowers to do so) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as results from such resigning Administrative Agent’s gross negligence or willful misconduct) that such Administrative Agent may suffer or incur in connection with this Agreement or any action taken or omitted by it under the Loan Documents. The Administrative Agent may at any time give 30 days’ prior written notice of its resignation to the Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided that such successor shall comply with the requirements of Section 2.20(e) prior to becoming the successor under this Agreement; provided further that, so long as there has been no Event of Default, the Required Lenders shall not appoint a foreign agent as successor if such appointment would result in a tax gross-up or indemnification payment under this Agreement unless (i) the Required Lenders determine, in their reasonable discretion, that such appointment is necessary to avoid material adverse economic, legal or regulatory consequences, (ii) the appointment is at the request of the Borrowers’ Agent or (iii) the appointment is required by law). If no such successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment Determining Lenders, within 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignationresignation or Determining Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may may, on behalf of the Lenders Facility A Lenders, appoint a successor Administrative Agent, which shall be a commercial bank having a combined capital and surplus of at least $1,000,000,000. Upon the acceptance of any appointment as Administrative Agent meeting under the qualifications set forth above provided that if the Facility A Loan Papers by a successor Administrative Agent, such successor Administrative Agent shall notify Borrowers thereupon succeed to and become vested with all the Lenders that no qualifying Person has accepted such appointmentRights of the retiring Administrative Agent, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and of Administrative Agent under the other Facility A Loan Documents Papers (except provided, however, that when used in connection with LCs issued and outstanding prior to the case of any collateral security held by the Administrative Agent on behalf appointment of the Lenders under any of the Loan Documentssuccessor Administrative Agent, the retiring "Administrative Agent Agent" shall continue to hold such collateral security as nominee until such time as a refer solely to the bank that issued the outstanding LC; provided further that any LCs issued or renewed after the appointment of any successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through an Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties issued by such successor Administrative Agent), and obligations hereunder or each Facility A Lender shall execute such documents as any Facility A Lender may reasonably request to reflect such change in and under the other Facility A Loan Documents (if not already discharged therefrom as provided above in this paragraph)Papers. After the any retiring Administrative Agent’s 's resignation hereunder and or removal as Administrative Agent under the other Facility A Loan DocumentsPapers, the provisions of this Article 8 and Section 10.05 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates, and the officers, directors, partners, employees, agents, advisors and attorneys-in-fact of such Administrative and Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. The Lenders hereby acknowledge that the Administrative Agent shall not be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement unless it shall be requested in writing to do so by the Required Lenders or, where required, all the Lenders. No Agent other than the Administrative Agent shall have any responsibility, obligation or liability whatsoever under the Loan Documents in such capacity (other than as set forth in Section 10.14).the

Administrative Agent. (a) Appointment of the Administrative Agent. Each Lender hereby appoints Bank of Montreal. (and Bank of Montreal hereby accepts such appointment) as its nominee and agent, in its name and on its behalf: (i) to act as nominee for and on behalf of such Lender in and under all Loan Documents; (ii) to arrange the means whereby the funds of the Lenders and Fronting Banks irrevocably authorizes are to be made available to Borrowers under the Administrative Agent Loan Documents; (iii) to take such action on its behalf and to exercise such powers as may be requested by any Lender under the Loan Documents as are specifically delegated (when such Lender is entitled to make such request under the Administrative Agent by Loan Documents and after such requesting Lender has obtained the terms thereof together with concurrence of such powers as are reasonably incidental thereto. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub- agents selected and appointed by such Administrative Agent. Each of the Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through Affiliates or its or its Affiliates’ employees. The exculpatory provisions of the following paragraphs shall apply to any such sub-agent, to the Affiliates of the Administrative Agent and any such sub-agent and to the directors, officers and employees of the Administrative Agent, any such sub-agent and their respective Affiliates. The Administrative Agent is hereby expressly authorized and directed by other the Lenders to as may be required under the extent provided in this Agreement, without hereby limiting any implied authority, Loan Documents); (aiv) to receive on behalf of the Lenders all payments of principal of documents and interest on the Loans and all other amounts due items to be furnished to the Lenders under the Loan Documents; (v) to timely distribute, and the Administrative Agent agrees to so distribute, to each Lender all material information, requests, documents, and items received from Borrowers under the Loan Documents; (vi) to promptly to distribute to each Lender its proper share ratable part of each payment so receivedor prepayment (whether voluntary, as proceeds of collateral upon or after foreclosure, as proceeds of insurance thereon, or otherwise) in accordance with the terms of the Loan Documents; (bvii) to give notice deliver to the appropriate Persons requests, demands, approvals, and consents received from the Lenders; and (viii) to execute, on behalf of each of the Lenders to the Borrowers of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all noticesLenders, financial statements and such releases or other materials delivered documents or instruments as are permitted by the Borrowers pursuant to the Loan Documents as received by the Administrative Agent. Neither the Administrative Agent nor any of their directors, officers, employees or agents shall be liable as such for any action taken or omitted to be taken by it or them under the Loan Documents or in connection therewith (a) at the request or with the approval of the Required Lenders (or, if otherwise specifically required hereunder, the consent of all the Lenders) or (b) in the absence of its or their own bad faith, gross negligence or willful misconduct. Each Lender acknowledges that it has decided to enter into this Agreement and to extend the Loans hereunder based on its own analysis of the creditworthiness of the Borrowers and agrees that the Administrative Agent shall bear no responsibility for such creditworthiness. The Administrative Agent shall not be responsible in any manner to any of as directed by the Lenders for the effectivenessfrom time to time; provided, enforceabilityhowever, genuineness, validity or due execution of the Loan Documents or any other agreements or certificates, requests, financial statements, notices or opinions of counsel or for any recitals, statements, warranties or representations contained in the Loan Documents or in any such instrument or be under any obligation to ascertain or inquire as to the performance or observance of any of the terms, provisions, covenants, conditions, agreements or obligations of the Loan Documents or any other agreements on the part of any Loan Party and, without limiting the generality of the foregoing, the Administrative Agent shall, in the absence of knowledge to the contrary, be entitled to accept any certificate furnished pursuant to any Loan Document as conclusive evidence of the facts stated therein and shall be entitled to rely on any note, notice, consent, certificate, affidavit, letter, telegram, teletype or telecopy message, statement, order or other document which it reasonably believes to be genuine and correct and to have been signed or sent by the proper Person or Persons. It is understood and agreed that the Administrative Agent may exercise its rights and powers under other agreements and instruments to which it is or may be a party and engage in other transactions with Lyondell or any Subsidiary or other Affiliate as though it were not the agent of the Lenders hereunder. The Administrative Agent may consult with legal counsel selected by it in connection with matters arising under the Loan Documents and any action taken or suffered in good faith by it in accordance with the opinion of such counsel shall be full justification and protection to it. The Administrative Agent may exercise any of its powers and rights and perform any duty under the Loan Documents through agents or attorneys. The Lenders shall ratably, in accordance with their Credit Exposures at the time of demand for indemnification hereunder, indemnify the Administrative Agent, in its capacity as agent on behalf of the Lenders (to the extent not reimbursed by the Borrowers pursuant to the terms hereof and without limiting the obligations of the Borrowers to do so) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as results from such Administrative Agent’s gross negligence or willful misconduct) that such Administrative Agent may suffer or incur in connection with this Agreement or any action taken or omitted by it under the Loan Documents. The Administrative Agent may at any time give 30 days’ prior written notice of its resignation to the Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided that such successor shall comply with the requirements of Section 2.20(e) prior to becoming the successor under this Agreement; provided further that, so long as there has been no Event of Default, the Required Lenders shall not appoint a foreign agent as successor if such appointment would result in a tax gross-up or indemnification payment under this Agreement unless (i) the Required Lenders determine, in their reasonable discretion, that such appointment is necessary to avoid material adverse economic, legal or regulatory consequences, (ii) the appointment is at the request of the Borrowers’ Agent or (iii) the appointment is required by law. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders appoint a successor Administrative Agent meeting the qualifications set forth above provided that if the Administrative Agent shall notify Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security as nominee until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through an Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article 8 and Section 10.05 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates, and the officers, directors, partners, employees, agents, advisors and attorneys-in-fact of such Administrative and Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. The Lenders hereby acknowledge that the Administrative Agent shall not be under any duty required to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement unless it shall be requested in writing to do so by the Required Lenders or, where required, all the Lenders. No Agent other than which exposes the Administrative Agent shall have any responsibility, obligation to personal liability or liability whatsoever under which is contrary to the Loan Documents in such capacity (other than as set forth in Section 10.14)or applicable Law.

Administrative Agent. (a) Appointment of Administrative Agent. Each Lender hereby appoints Bank of America, N.A. (and Bank of America, N.A. hereby accepts such appointment) as its nominee and agent, in its name and on its behalf: (i) to act as nominee for and on behalf of such Lender in and under all Loan Documents; (ii) to arrange the means whereby the funds of Lenders and Fronting Banks irrevocably authorizes are to be made available to Borrowers under the Administrative Agent Loan Documents; (iii) to take such action on its behalf and to exercise such powers as may be requested by any Lender under the Loan Documents (when such Lender is entitled to make such request under the Loan Documents and after such requesting Lender has obtained the concurrence of such other Lenders as are specifically delegated to may be required under the Administrative Agent by the terms thereof together with such powers as are reasonably incidental thereto. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub- agents selected and appointed by such Administrative Agent. Each of the Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through Affiliates or its or its Affiliates’ employees. The exculpatory provisions of the following paragraphs shall apply to any such sub-agent, to the Affiliates of the Administrative Agent and any such sub-agent and to the directors, officers and employees of the Administrative Agent, any such sub-agent and their respective Affiliates. The Administrative Agent is hereby expressly authorized and directed by the Lenders to the extent provided in this Agreement, without hereby limiting any implied authority, Loan Documents); (aiv) to receive on behalf of the Lenders all payments of principal of documents and interest on the Loans and all other amounts due items to the be furnished to Lenders under the Loan Documents; (v) to timely distribute, and Administrative Agent agrees to so distribute, to each Lender all material information, requests, documents, and items received from Borrowers under the Loan Documents; (vi) to promptly to distribute to each Lender its proper share ratable part of each payment so receivedor prepayment (whether voluntary, as proceeds of collateral upon or after foreclosure, as proceeds of insurance thereon, or otherwise) in accordance with the terms of the Loan Documents; (bvii) to give notice deliver to the appropriate Persons requests, demands, approvals, and consents received from Lenders; and (viii) to execute, on behalf of each of the Lenders to the Borrowers of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all noticesLenders, financial statements and such releases or other materials delivered documents or instruments as are permitted by the Borrowers pursuant to the Loan Documents as received by the Administrative Agent. Neither the Administrative Agent nor any of their directors, officers, employees or agents shall be liable as such for any action taken or omitted to be taken by it or them under the Loan Documents or in connection therewith (a) at the request or with the approval of the Required as directed by Lenders (orfrom time to time; provided, if otherwise specifically required hereunderhowever, the consent of all the Lenders) or (b) in the absence of its or their own bad faith, gross negligence or willful misconduct. Each Lender acknowledges that it has decided to enter into this Agreement and to extend the Loans hereunder based on its own analysis of the creditworthiness of the Borrowers and agrees that the Administrative Agent shall bear no responsibility for such creditworthiness. The Administrative Agent shall not be responsible in required to take any manner action which exposes Administrative Agent to any of the Lenders for the effectiveness, enforceability, genuineness, validity personal liability or due execution of which is contrary to the Loan Documents or any other agreements or certificates, requests, financial statements, notices or opinions of counsel or for any recitals, statements, warranties or representations contained in the Loan Documents or in any such instrument or be under any obligation to ascertain or inquire as to the performance or observance of any of the terms, provisions, covenants, conditions, agreements or obligations of the Loan Documents or any other agreements on the part of any Loan Party and, without limiting the generality of the foregoing, the Administrative Agent shall, in the absence of knowledge to the contrary, be entitled to accept any certificate furnished pursuant to any Loan Document as conclusive evidence of the facts stated therein and shall be entitled to rely on any note, notice, consent, certificate, affidavit, letter, telegram, teletype or telecopy message, statement, order or other document which it reasonably believes to be genuine and correct and to have been signed or sent by the proper Person or Persons. It is understood and agreed that the Administrative Agent may exercise its rights and powers under other agreements and instruments to which it is or may be a party and engage in other transactions with Lyondell or any Subsidiary or other Affiliate as though it were not the agent of the Lenders hereunder. The Administrative Agent may consult with legal counsel selected by it in connection with matters arising under the Loan Documents and any action taken or suffered in good faith by it in accordance with the opinion of such counsel shall be full justification and protection to it. The Administrative Agent may exercise any of its powers and rights and perform any duty under the Loan Documents through agents or attorneys. The Lenders shall ratably, in accordance with their Credit Exposures at the time of demand for indemnification hereunder, indemnify the Administrative Agent, in its capacity as agent on behalf of the Lenders (to the extent not reimbursed by the Borrowers pursuant to the terms hereof and without limiting the obligations of the Borrowers to do so) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as results from such Administrative Agent’s gross negligence or willful misconduct) that such Administrative Agent may suffer or incur in connection with this Agreement or any action taken or omitted by it under the Loan Documents. The Administrative Agent may at any time give 30 days’ prior written notice of its resignation to the Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided that such successor shall comply with the requirements of Section 2.20(e) prior to becoming the successor under this Agreement; provided further that, so long as there has been no Event of Default, the Required Lenders shall not appoint a foreign agent as successor if such appointment would result in a tax gross-up or indemnification payment under this Agreement unless (i) the Required Lenders determine, in their reasonable discretion, that such appointment is necessary to avoid material adverse economic, legal or regulatory consequences, (ii) the appointment is at the request of the Borrowers’ Agent or (iii) the appointment is required by law. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders appoint a successor Administrative Agent meeting the qualifications set forth above provided that if the Administrative Agent shall notify Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security as nominee until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through an Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article 8 and Section 10.05 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates, and the officers, directors, partners, employees, agents, advisors and attorneys-in-fact of such Administrative and Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. The Lenders hereby acknowledge that the Administrative Agent shall not be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement unless it shall be requested in writing to do so by the Required Lenders or, where required, all the Lenders. No Agent other than the Administrative Agent shall have any responsibility, obligation or liability whatsoever under the Loan Documents in such capacity (other than as set forth in Section 10.14)applicable Law.

Administrative Agent. (a) Each Lender hereby appoints NationsBank, N.A. (and NationsBank, N.A. hereby accepts such appointment) as its nominee and agent, in its name and on its behalf: (i) to act as nominee for and on behalf of such Lender in and under all Loan Papers; (ii) to arrange the means whereby the funds of Lenders and Fronting Banks irrevocably authorizes are to be made available to Borrower under the Administrative Agent Loan Papers; (iii) to take such action on its behalf and to exercise such powers as may be requested by any Lender under the Loan Documents Papers (when such Lender is entitled to make such request under the Loan Papers and after such requesting Lender has obtained the concurrence of such other Lenders as are specifically delegated to may be required under the Administrative Agent by the terms thereof together with such powers as are reasonably incidental thereto. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub- agents selected and appointed by such Administrative Agent. Each of the Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through Affiliates or its or its Affiliates’ employees. The exculpatory provisions of the following paragraphs shall apply to any such sub-agent, to the Affiliates of the Administrative Agent and any such sub-agent and to the directors, officers and employees of the Administrative Agent, any such sub-agent and their respective Affiliates. The Administrative Agent is hereby expressly authorized and directed by the Lenders to the extent provided in this Agreement, without hereby limiting any implied authority, Loan Papers); (aiv) to receive on behalf of the Lenders all payments of principal of documents and interest on the Loans and all other amounts due items to the be furnished to Lenders under the Loan DocumentsPapers; (v) to timely distribute, and Administrative Agent agrees to so distribute, to each Lender all material information, requests, documents, and items received from Borrower under the Loan Papers; (vi) to promptly to distribute to each Lender its proper share ratable part of each payment so receivedor prepayment (whether voluntary, as proceeds of collateral upon or after foreclosure, as proceeds of insurance thereon, or otherwise) in accordance with the terms of the Loan Papers; (bvii) to give notice deliver to the appropriate Persons requests, demands, approvals, and consents received from Lenders; and (viii) to execute, on behalf of each of the Lenders to the Borrowers of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all noticesLenders, financial statements and such releases or other materials delivered documents or instruments as are permitted by the Borrowers pursuant Loan Papers or as directed by Lenders from time to the Loan Documents as received by the Administrative Agent. Neither the Administrative Agent nor any of their directorstime; PROVIDED, officersHOWEVER, employees or agents shall be liable as such for any action taken or omitted to be taken by it or them under the Loan Documents or in connection therewith (a) at the request or with the approval of the Required Lenders (or, if otherwise specifically required hereunder, the consent of all the Lenders) or (b) in the absence of its or their own bad faith, gross negligence or willful misconduct. Each Lender acknowledges that it has decided to enter into this Agreement and to extend the Loans hereunder based on its own analysis of the creditworthiness of the Borrowers and agrees that the Administrative Agent shall bear no responsibility for such creditworthiness. The Administrative Agent shall not be responsible in required to take any manner action which exposes Administrative Agent to any of the Lenders for the effectiveness, enforceability, genuineness, validity personal liability or due execution of which is contrary to the Loan Documents Papers or any other agreements or certificates, requests, financial statements, notices or opinions of counsel or for any recitals, statements, warranties or representations contained in the Loan Documents or in any such instrument or be under any obligation to ascertain or inquire as to the performance or observance of any of the terms, provisions, covenants, conditions, agreements or obligations of the Loan Documents or any other agreements on the part of any Loan Party and, without limiting the generality of the foregoing, the Administrative Agent shall, in the absence of knowledge to the contrary, be entitled to accept any certificate furnished pursuant to any Loan Document as conclusive evidence of the facts stated therein and shall be entitled to rely on any note, notice, consent, certificate, affidavit, letter, telegram, teletype or telecopy message, statement, order or other document which it reasonably believes to be genuine and correct and to have been signed or sent by the proper Person or Persons. It is understood and agreed that the applicable Law. (b) Administrative Agent may exercise its rights resign at any time as Administrative AGENT UNDER the Loan Papers by giving written notice thereof to Lenders and powers Borrower and may be removed as Administrative Agent under other agreements and instruments the Loan Papers at any time with cause by Required Lenders. Should the initial or any successor Administrative Agent ever cease to which it is or may be a party and engage in other transactions with Lyondell hereto or should the initial or any Subsidiary or other Affiliate as though it were not the agent of the Lenders hereunder. The successor Administrative Agent may consult with legal counsel selected by it in connection with matters arising under the Loan Documents and any action taken ever resign or suffered in good faith by it in accordance with the opinion of such counsel shall be full justification and protection to it. The Administrative Agent may exercise any of its powers and rights and perform any duty under the Loan Documents through agents or attorneys. The Lenders shall ratably, in accordance with their Credit Exposures at the time of demand for indemnification hereunder, indemnify the removed as Administrative Agent, in its capacity as agent on behalf of then Required Lenders shall elect the successor Administrative Agent from among the Lenders (to other than the extent not reimbursed by the Borrowers pursuant to the terms hereof and without limiting the obligations of the Borrowers to do so) against any cost, expense (including reasonable counsel fees and disbursementsresigning Administrative Agent), claim, demand, action, loss which provided no Potential Default or liability (except such as results from such Administrative Agent’s gross negligence or willful misconduct) that such Administrative Agent may suffer or incur in connection with this Agreement or any action taken or omitted by it under the Loan Documents. The Administrative Agent may at any time give 30 days’ prior written notice of its resignation to the Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrowers, to appoint a successor, which Default then exists shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided that such successor shall comply with the requirements of Section 2.20(e) prior reasonably acceptable to becoming the successor under this Agreement; provided further that, so long as there has been no Event of Default, the Required Lenders shall not appoint a foreign agent as successor if such appointment would result in a tax gross-up or indemnification payment under this Agreement unless (i) the Required Lenders determine, in their reasonable discretion, that such appointment is necessary to avoid material adverse economic, legal or regulatory consequences, (ii) the appointment is at the request of the Borrowers’ Agent or (iii) the appointment is required by lawBorrower. If no such successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment Lenders, within 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignationresignation or Required Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may may, on behalf of the Lenders Lenders, appoint a successor Administrative Agent, which shall be a commercial bank having a combined capital and surplus of at least $1,000,000,000 and which, provided no Potential Default or Default then exists, shall be reasonably acceptable to Borrower. Upon the acceptance of any appointment as Administrative Agent meeting under the qualifications set forth above provided that if the Loan Papers by a successor Administrative Agent, such successor Administrative Agent shall notify Borrowers thereupon succeed to and become vested with all the Lenders that no qualifying Person has accepted such appointmentRights of the retiring Administrative Agent, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and of Administrative Agent under the other Loan Documents Papers (except that PROVIDED, HOWEVER, THAT when used in connection with LCs issued and outstanding prior to the case of any collateral security held by the Administrative Agent on behalf appointment of the Lenders under any of the Loan Documentssuccessor Administrative Agent, the retiring Administrative Agent "ADMINISTRATIVE AGENT" shall continue to hold such collateral security as nominee until such time as a refer solely to the bank that issued the outstanding LC; PROVIDED FURTHER THAT any LCs issued or renewed after the appointment of any successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through an Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties issued by such successor Administrative Agent), and obligations hereunder or each Lender shall execute such documents as any Lender may reasonably request to reflect such change in and under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph)Papers. After the any retiring Administrative Agent’s 's resignation hereunder and or removal as Administrative Agent under the other Loan DocumentsPapers, the provisions of this Article 8 and Section 10.05 SECTION 12 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates, and the officers, directors, partners, employees, agents, advisors and attorneys-in-fact of such Administrative and Affiliates in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Administrative Agent was under the Loan Papers. (c) Administrative Agent, in its capacity as a Lender, shall have the same Rights under the Loan Papers as any other Lender and may exercise the same as though it were not acting as Administrative Agent. The Lenders hereby acknowledge that ; the term "LENDER" shall, unless the context otherwise indicates, include Administrative Agent; and any resignation, or removal of by Administrative Agent hereunder shall not be under impair or otherwise affect any duty to take any discretionary action permitted to be taken by Rights which it pursuant to the provisions of this Agreement unless it shall be requested has or may have in writing to do so by the Required Lenders or, where required, all the Lendersits capacity as an individual Lender. No Agent other than the Each Lender and Borrower agree that Administrative Agent shall have any responsibilityis not a fiduciary for Lenders or for Borrower but simply is acting in the capacity described herein to alleviate administrative burdens for both Borrower and Lenders, obligation that Administrative Agent has no duties or liability whatsoever under the Loan Documents in such capacity (other than as responsibilities to Lenders or Borrower except those expressly set forth herein, and that Administrative Agent in Section 10.14)its capacity as a Lender has all Rights of any other Lender.

Administrative Agent. (a) Each Lender hereby appoints Bank of America (and Bank of America hereby accepts such appointment) as its nominee and agent, in its name and on its behalf: (i) to act as nominee for and on behalf of such Lender in and under all Loan Papers; (ii) to arrange the means whereby the funds of Lenders and Fronting Banks irrevocably authorizes are to be made available to Borrower under the Administrative Agent Loan Papers; (iii) to take such action on its behalf and to exercise such powers as may be requested by any Lender under the Loan Documents Papers (when such Lender is entitled to make such request under the Loan Papers and after such requesting Lender has obtained the concurrence of such other Lenders as are specifically delegated to may be required under the Administrative Agent by the terms thereof together with such powers as are reasonably incidental thereto. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub- agents selected and appointed by such Administrative Agent. Each of the Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through Affiliates or its or its Affiliates’ employees. The exculpatory provisions of the following paragraphs shall apply to any such sub-agent, to the Affiliates of the Administrative Agent and any such sub-agent and to the directors, officers and employees of the Administrative Agent, any such sub-agent and their respective Affiliates. The Administrative Agent is hereby expressly authorized and directed by the Lenders to the extent provided in this Agreement, without hereby limiting any implied authority, Loan Papers); (aiv) to receive on behalf of the Lenders all payments of principal of documents and interest on the Loans and all other amounts due items to the be furnished to Lenders under the Loan DocumentsPapers; (v) to be the secured party, mortgagee, beneficiary, and similar party in respect of, and to receive, as the case may be, any collateral for the benefit of Lenders; (vi) to timely distribute, and Administrative Agent agrees to so distribute, to each Lender all material information, requests, documents, and items received from Borrower under the Loan Papers; (vii) to promptly to distribute to each Lender its proper share ratable part of each payment so receivedor prepayment (whether voluntary, as proceeds of collateral upon or after foreclosure, as proceeds of insurance thereon, or otherwise) in accordance with the terms of the Loan Papers; (bviii) to give notice deliver to the appropriate Persons requests, demands, approvals, and consents received from Lenders; and (ix) to execute, on behalf of each of the Lenders to the Borrowers of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all noticesLenders, financial statements and such releases or other materials delivered documents or instruments as are permitted by the Borrowers pursuant Loan Papers or as directed by Lenders from time to the Loan Documents as received by the Administrative Agent. Neither the Administrative Agent nor any of their directorstime; PROVIDED, officersHOWEVER, employees or agents shall be liable as such for any action taken or omitted to be taken by it or them under the Loan Documents or in connection therewith (a) at the request or with the approval of the Required Lenders (or, if otherwise specifically required hereunder, the consent of all the Lenders) or (b) in the absence of its or their own bad faith, gross negligence or willful misconduct. Each Lender acknowledges that it has decided to enter into this Agreement and to extend the Loans hereunder based on its own analysis of the creditworthiness of the Borrowers and agrees that the Administrative Agent shall bear no responsibility for such creditworthiness. The Administrative Agent shall not be responsible in required to take any manner action which exposes Administrative Agent to any of the Lenders for the effectiveness, enforceability, genuineness, validity personal liability or due execution of which is contrary to the Loan Documents Papers or any other agreements or certificates, requests, financial statements, notices or opinions of counsel or for any recitals, statements, warranties or representations contained in the Loan Documents or in any such instrument or be under any obligation to ascertain or inquire as to the performance or observance of any of the terms, provisions, covenants, conditions, agreements or obligations of the Loan Documents or any other agreements on the part of any Loan Party and, without limiting the generality of the foregoing, the Administrative Agent shall, in the absence of knowledge to the contrary, be entitled to accept any certificate furnished pursuant to any Loan Document as conclusive evidence of the facts stated therein and shall be entitled to rely on any note, notice, consent, certificate, affidavit, letter, telegram, teletype or telecopy message, statement, order or other document which it reasonably believes to be genuine and correct and to have been signed or sent by the proper Person or Persons. It is understood and agreed that the applicable Law. (b) Administrative Agent may exercise its rights resign at any time as Administrative Agent under the Loan Papers by giving written notice thereof to Lenders and powers may be removed as Administrative Agent under other agreements and instruments the Loan Papers at any time with cause by Determining Lenders. Should the initial or any successor Administrative Agent ever cease to which it is or may be a party and engage in other transactions with Lyondell hereto or should the initial or any Subsidiary or other Affiliate as though it were not the agent of the Lenders hereunder. The successor Administrative Agent may consult with legal counsel selected by it in connection with matters arising under the Loan Documents and any action taken ever resign or suffered in good faith by it in accordance with the opinion of such counsel shall be full justification and protection to it. The Administrative Agent may exercise any of its powers and rights and perform any duty under the Loan Documents through agents or attorneys. The Lenders shall ratably, in accordance with their Credit Exposures at the time of demand for indemnification hereunder, indemnify the removed as Administrative Agent, in its capacity as agent on behalf of then Determining Lenders shall elect the successor Administrative Agent from among the Lenders (to other than the extent not reimbursed by the Borrowers pursuant to the terms hereof and without limiting the obligations of the Borrowers to do so) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as results from such resigning Administrative Agent’s gross negligence or willful misconduct) that such Administrative Agent may suffer or incur in connection with this Agreement or any action taken or omitted by it under the Loan Documents. The Administrative Agent may at any time give 30 days’ prior written notice of its resignation to the Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided that such successor shall comply with the requirements of Section 2.20(e) prior to becoming the successor under this Agreement; provided further that, so long as there has been no Event of Default, the Required Lenders shall not appoint a foreign agent as successor if such appointment would result in a tax gross-up or indemnification payment under this Agreement unless (i) the Required Lenders determine, in their reasonable discretion, that such appointment is necessary to avoid material adverse economic, legal or regulatory consequences, (ii) the appointment is at the request of the Borrowers’ Agent or (iii) the appointment is required by law). If no such successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment Determining Lenders, within 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignationresignation or Determining Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may may, on behalf of the Lenders Lenders, appoint a successor Administrative Agent, which shall be a commercial bank having a combined capital and surplus of at least $1,000,000,000. Upon the acceptance of any appointment as Administrative Agent meeting under the qualifications set forth above provided that if the Loan Papers by a successor Administrative Agent, such successor Administrative Agent shall notify Borrowers thereupon 364-DAY REVOLVING CREDIT AGREEMENT succeed to and become vested with all the Lenders that no qualifying Person has accepted such appointmentRights of the retiring Administrative Agent, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder of Administrative Agent under the Loan Papers, and each Lender shall execute such documents as any Lender may reasonably request to reflect such change in and under the other Loan Documents (except that in the case of Papers. After any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security as nominee until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to Agent's resignation or through an Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment removal as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). After the retiring Administrative Agent’s resignation hereunder and under the other Loan DocumentsPapers, the provisions of this Article 8 and Section 10.05 SECTION 10 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates, and the officers, directors, partners, employees, agents, advisors and attorneys-in-fact of such Administrative and Affiliates in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Administrative Agent was under the Loan Papers. (c) Administrative Agent, in its capacity as a Lender, shall have the same Rights under the Loan Papers as any other Lender and may exercise the same as though it were not acting as Administrative Agent. The Lenders hereby acknowledge that ; the term "LENDER" shall, unless the context otherwise indicates, include Administrative Agent; and any resignation, or removal of Administrative Agent hereunder shall not be under impair or otherwise affect any duty to take any discretionary action permitted to be taken by Rights which it pursuant to the provisions of this Agreement unless it shall be requested has or may have in writing to do so by the Required Lenders or, where required, all the Lendersits capacity as an individual Lender. No Agent other than the Each Lender and Borrower agree that Administrative Agent shall have any responsibilityis not a fiduciary for Lenders or for Borrower but simply is acting in the capacity described herein to alleviate administrative burdens for both Borrower and Lenders, obligation that Administrative Agent has no duties or liability whatsoever under the Loan Documents in such capacity (other than as responsibilities to Lenders or Borrower except those expressly set forth herein, and that Administrative Agent in Section 10.14)its capacity as a Lender has all Rights of any other Lender.

Administrative Agent. (a) Each Lender hereby appoints NationsBank of Texas, N.A. (and NationsBank of Texas, N.A. hereby accepts such appointment) as its nominee and agent, in its name and on its behalf: (i) to act as nominee for and on behalf of such Lender in and under all Loan Papers; (ii) to arrange the means whereby the funds of Lenders and Fronting Banks irrevocably authorizes are to be made available to Borrower under the Administrative Agent Loan Papers; (iii) to take such action on its behalf and to exercise such powers as may be requested by any Lender under the Loan Documents Papers (when such Lender is entitled to make such request under the Loan Papers and after such requesting Lender has obtained the concurrence of such other Lenders as are specifically delegated to may be required under the Administrative Agent by the terms thereof together with such powers as are reasonably incidental thereto. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub- agents selected and appointed by such Administrative Agent. Each of the Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through Affiliates or its or its Affiliates’ employees. The exculpatory provisions of the following paragraphs shall apply to any such sub-agent, to the Affiliates of the Administrative Agent and any such sub-agent and to the directors, officers and employees of the Administrative Agent, any such sub-agent and their respective Affiliates. The Administrative Agent is hereby expressly authorized and directed by the Lenders to the extent provided in this Agreement, without hereby limiting any implied authority, Loan Papers); (aiv) to receive on behalf of the Lenders all payments of principal of documents and interest on the Loans and all other amounts due items to the be furnished to Lenders under the Loan DocumentsPapers; (v) to timely distribute, and Administrative Agent agrees to so distribute, to each Lender all material information, requests, documents, and items received from Borrower under the Loan Papers; (vi) to promptly to distribute to each Lender its proper share ratable part of each payment so receivedor prepayment (whether voluntary, as proceeds of collateral upon or after foreclosure, as proceeds of insurance thereon, or otherwise) in accordance with the terms of the Loan Papers; (bvii) to give notice deliver to the appropriate Persons requests, demands, approvals, and consents received from Lenders; and (viii) to execute, on behalf of each of the Lenders to the Borrowers of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all noticesLenders, financial statements and such releases or other materials delivered documents or instruments as are permitted by the Borrowers pursuant Loan Papers or as directed by Lenders from time to the Loan Documents as received by the Administrative Agent. Neither the Administrative Agent nor any of their directorstime; PROVIDED, officersHOWEVER, employees or agents shall be liable as such for any action taken or omitted to be taken by it or them under the Loan Documents or in connection therewith (a) at the request or with the approval of the Required Lenders (or, if otherwise specifically required hereunder, the consent of all the Lenders) or (b) in the absence of its or their own bad faith, gross negligence or willful misconduct. Each Lender acknowledges that it has decided to enter into this Agreement and to extend the Loans hereunder based on its own analysis of the creditworthiness of the Borrowers and agrees that the Administrative Agent shall bear no responsibility for such creditworthiness. The Administrative Agent shall not be responsible in required to take any manner action which exposes Administrative Agent to any of the Lenders for the effectiveness, enforceability, genuineness, validity personal liability or due execution of which is contrary to the Loan Documents Papers or any other agreements or certificates, requests, financial statements, notices or opinions of counsel or for any recitals, statements, warranties or representations contained in the Loan Documents or in any such instrument or be under any obligation to ascertain or inquire as to the performance or observance of any of the terms, provisions, covenants, conditions, agreements or obligations of the Loan Documents or any other agreements on the part of any Loan Party and, without limiting the generality of the foregoing, the Administrative Agent shall, in the absence of knowledge to the contrary, be entitled to accept any certificate furnished pursuant to any Loan Document as conclusive evidence of the facts stated therein and shall be entitled to rely on any note, notice, consent, certificate, affidavit, letter, telegram, teletype or telecopy message, statement, order or other document which it reasonably believes to be genuine and correct and to have been signed or sent by the proper Person or Persons. It is understood and agreed that the applicable Law. (b) Administrative Agent may exercise its rights resign at any time as Administrative Agent under the Loan Papers by giving written notice thereof to Lenders and powers may be removed as Administrative Agent under other agreements and instruments the Loan Papers at any time with cause by Required Lenders. Should the initial or any successor Administrative Agent ever cease to which it is or may be a party and engage in other transactions with Lyondell hereto or should the initial or any Subsidiary or other Affiliate as though it were not the agent of the Lenders hereunder. The successor Administrative Agent may consult with legal counsel selected by it in connection with matters arising under the Loan Documents and any action taken ever resign or suffered in good faith by it in accordance with the opinion of such counsel shall be full justification and protection to it. The Administrative Agent may exercise any of its powers and rights and perform any duty under the Loan Documents through agents or attorneys. The Lenders shall ratably, in accordance with their Credit Exposures at the time of demand for indemnification hereunder, indemnify the removed as Administrative Agent, in its capacity as agent on behalf of then Required Lenders shall elect the successor Administrative Agent from among the Lenders (to other than the extent not reimbursed by the Borrowers pursuant to the terms hereof and without limiting the obligations of the Borrowers to do so) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as results from such resigning Administrative Agent’s gross negligence or willful misconduct) that such Administrative Agent may suffer or incur in connection with this Agreement or any action taken or omitted by it under the Loan Documents. The Administrative Agent may at any time give 30 days’ prior written notice of its resignation to the Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided that such successor shall comply with the requirements of Section 2.20(e) prior to becoming the successor under this Agreement; provided further that, so long as there has been no Event of Default, the Required Lenders shall not appoint a foreign agent as successor if such appointment would result in a tax gross-up or indemnification payment under this Agreement unless (i) the Required Lenders determine, in their reasonable discretion, that such appointment is necessary to avoid material adverse economic, legal or regulatory consequences, (ii) the appointment is at the request of the Borrowers’ Agent or (iii) the appointment is required by law). If no such successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment Lenders, within 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignationresignation or Required Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may may, on behalf of the Lenders Lenders, appoint a successor Administrative Agent, which shall be a commercial bank having a combined capital and surplus of at least $1,000,000,000. Upon the acceptance of any appointment as Administrative Agent meeting under the qualifications set forth above provided that if the Loan Papers by a successor Administrative Agent, such successor Administrative Agent shall notify Borrowers thereupon succeed to and become vested with all the Lenders that no qualifying Person has accepted such appointmentRights of the retiring Administrative Agent, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and of Administrative Agent under the other Loan Documents Papers (except that PROVIDED, HOWEVER, THAT when used in connection with LCs issued and outstanding prior to the case of any collateral security held by the Administrative Agent on behalf appointment of the Lenders under any of the Loan Documentssuccessor Administrative Agent, the retiring Administrative Agent "ADMINISTRATIVE AGENT" shall continue to hold such collateral security as nominee until such time as a refer solely to the bank that issued the outstanding LC; PROVIDED FURTHER THAT any LCs issued or renewed after the appointment of any successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through an Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties issued by such successor Administrative Agent), and obligations hereunder or each Lender shall execute such documents as any Lender may reasonably request to reflect such change in and under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph)Papers. After the any retiring Administrative Agent’s 's resignation hereunder and or removal as Administrative Agent under the other Loan DocumentsPapers, the provisions of this Article 8 and Section 10.05 SECTION 12 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates, and the officers, directors, partners, employees, agents, advisors and attorneys-in-fact of such Administrative and Affiliates in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Administrative Agent was acting as Administrative Agent. The Lenders hereby acknowledge that the Administrative Agent shall not be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement unless it shall be requested in writing to do so by the Required Lenders or, where required, all the Lenders. No Agent other than the Administrative Agent shall have any responsibility, obligation or liability whatsoever under the Loan Documents in such capacity (other than as set forth in Section 10.14)Papers.

Administrative Agent. (a) Each of the Lenders and Fronting Banks irrevocably authorizes the Lender appoints Administrative Agent (and Administrative Agent accepts appointment) as its nominee and agent, in its name and on its behalf: (i) to take such action act as its nominee and on its behalf in, under and in accordance with all Loan Papers; (ii) to exercise such powers arrange the means whereby its funds are to be made available to Borrower under the Loan Documents as are specifically delegated Papers; (iii) to take any action that it properly requests under the Loan Papers (subject to the Administrative Agent by concurrence of other Lenders as may be required under the Loan Papers); (iv) to receive all documents and items to be furnished to it under the Loan Papers; (v) to be the secured party, mortgagee, beneficiary, recipient, and similar party in respect of any collateral for the benefit of Lenders; (vi) to promptly distribute to it all material information, requests, documents, and items received from Borrower under the Loan Papers; (vii) to promptly distribute to it its ratable part of each payment or prepayment (whether voluntary, as proceeds of collateral upon or after foreclosure, as proceeds of insurance thereon, or otherwise) in accordance with the terms thereof together with such powers as are reasonably incidental theretoof the Loan Papers (including without limitation, environmental notices, notices of default and all financial statements and Compliance Certificates); and (viii) to deliver to the appropriate Persons requests, demands, approvals, and consents received from it. The However, Administrative Agent may perform not be required to take any and all its duties and exercise its rights and powers by action that exposes it to personal liability or through any one or more sub- agents selected and appointed by such Administrative Agent. Each of the Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through Affiliates or its or its Affiliates’ employees. The exculpatory provisions of the following paragraphs shall apply that is contrary to any such sub-agent, to the Affiliates of the Administrative Agent and any such sub-agent and to the directors, officers and employees of the Administrative Agent, any such sub-agent and their respective Affiliates. The Administrative Agent is hereby expressly authorized and directed by the Lenders to the extent provided in this Agreement, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders all payments of principal of and interest on the Loans and all other amounts due to the Lenders under the Loan Documents, and promptly to distribute to each Lender its proper share of each payment so received; Paper or applicable Law. (b) If the initial or any successor Administrative Agent ever ceases to give notice on behalf of each of the Lenders be a party to the Borrowers of any Event of Default specified in this Agreement of which or if the initial or any successor Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and ever resigns (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Borrowers pursuant to the Loan Documents as received by the Administrative Agent. Neither the Administrative Agent nor any of their directors, officers, employees whether voluntarily or agents shall be liable as such for any action taken or omitted to be taken by it or them under the Loan Documents or in connection therewith (a) at the request or with the approval of the Required Majority Lenders), then Majority Lenders (orwith, if otherwise specifically required hereunderso long as no Default under Section 11.1 or Section 11.3 is then continuing, the consent of all the Lenders) or (b) in the absence of its or their own bad faithBorrower, gross negligence or willful misconduct. Each Lender acknowledges that it has decided to enter into this Agreement and to extend the Loans hereunder based on its own analysis of the creditworthiness of the Borrowers and agrees that the Administrative Agent shall bear no responsibility for such creditworthiness. The Administrative Agent which shall not be responsible in any manner to any of unreasonably withheld, delayed or conditioned) shall appoint the successor Administrative Agent from among the Lenders for with Commitment Sums of at least $25,000,000 (other than the effectiveness, enforceability, genuineness, validity or due execution of the Loan Documents or any other agreements or certificates, requests, financial statements, notices or opinions of counsel or for any recitals, statements, warranties or representations contained in the Loan Documents or in any such instrument or be under any obligation to ascertain or inquire as to the performance or observance of any of the terms, provisions, covenants, conditions, agreements or obligations of the Loan Documents or any other agreements on the part of any Loan Party and, without limiting the generality of the foregoing, the Administrative Agent shall, in the absence of knowledge to the contrary, be entitled to accept any certificate furnished pursuant to any Loan Document as conclusive evidence of the facts stated therein and shall be entitled to rely on any note, notice, consent, certificate, affidavit, letter, telegram, teletype or telecopy message, statement, order or other document which it reasonably believes to be genuine and correct and to have been signed or sent by the proper Person or Persons. It is understood and agreed that the Administrative Agent may exercise its rights and powers under other agreements and instruments to which it is or may be a party and engage in other transactions with Lyondell or any Subsidiary or other Affiliate as though it were not the agent of the Lenders hereunder. The Administrative Agent may consult with legal counsel selected by it in connection with matters arising under the Loan Documents and any action taken or suffered in good faith by it in accordance with the opinion of such counsel shall be full justification and protection to it. The Administrative Agent may exercise any of its powers and rights and perform any duty under the Loan Documents through agents or attorneys. The Lenders shall ratably, in accordance with their Credit Exposures at the time of demand for indemnification hereunder, indemnify the resigning Administrative Agent, in its capacity as agent on behalf of the Lenders (to the extent not reimbursed by the Borrowers pursuant to the terms hereof and without limiting the obligations of the Borrowers to do so) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as results from such Administrative Agent’s gross negligence or willful misconduct) that such Administrative Agent may suffer or incur in connection with this Agreement or any action taken or omitted by it under the Loan Documents. The Administrative Agent may at any time give 30 days’ prior written notice of its resignation to the Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided that such successor shall comply with the requirements of Section 2.20(e) prior to becoming the successor under this Agreement; provided further that, so long as there has been no Event of Default, the Required Lenders shall not appoint a foreign agent as successor if such appointment would result in a tax gross-up or indemnification payment under this Agreement unless (i) the Required Lenders determine, in their reasonable discretion, that such appointment is necessary to avoid material adverse economic, legal or regulatory consequences, (ii) the appointment is at the request of the Borrowers’ Agent or (iii) the appointment is required by law. If no such successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders fail to appoint a successor Administrative Agent meeting within thirty (30) days after the qualifications set forth above provided resigning Administrative Agent has given notice of resignation or Majority Lenders have removed the resigning Administrative Agent, then the resigning Administrative Agent may, on behalf of Lenders and with the consent of the Borrower, which shall not be unreasonably withheld or delayed, appoint a successor Administrative Agent, which must be a commercial bank having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition). If Administrative Agent becomes a Defaulting Lender due to the Majority Lenders determining that if the Administrative Agent shall notify Borrowers has become or is insolvent or has a parent company that has become or is insolvent or become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or has indicated its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or has indicated its consent to, approval of or acquiescence in any such proceeding or appointment, the Majority Lenders may agree in writing to remove and replace the Administrative Agent with a successor administrative agent from among the Lenders with (so long as no Default has occurred and is continuing) the consent of Borrower (such consent not to be unreasonably withheld, delayed, or conditioned). Upon its acceptance of appointment as successor Administrative Agent, the successor Administrative Agent succeeds to and becomes vested with all of the Rights of the prior Administrative Agent, and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring prior Administrative Agent shall be is discharged from its duties and obligations hereunder and of Administrative Agent under the other Loan Documents Papers (except that but, when used in connection with LCs issued and outstanding before the case of any collateral security held by the Administrative Agent on behalf appointment of the Lenders under any of the Loan Documentssuccessor Administrative Agent, the retiring “Administrative Agent Agent” shall continue to hold refer solely to Citizens Bank, N.A.), and each Lender shall execute such collateral security documents as nominee until such time as a any Lender, the resigning or removed Administrative Agent, or the successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided reasonably request to be made by, to or through an Administrative Agent shall instead be made by or to each Lender directly, until such time as reflect the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph)change. After the retiring any Administrative Agent’s resignation hereunder and or removal as Administrative Agent under the other Loan DocumentsPapers, the provisions of this Article 8 and Section 10.05 shall continue in effect for the 13 inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates, and the officers, directors, partners, employees, agents, advisors and attorneys-in-fact of such Administrative and Affiliates in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Administrative Agent was under the Loan Papers. (c) Administrative Agent, in its capacity as a Lender, has the same Rights under the Loan Papers as any other Lender and may exercise those Rights as if it were not acting as Administrative Agent; the term “Lender” shall, unless the context otherwise indicates, include Administrative Agent; and Administrative Agent’s resignation or removal shall not impair or otherwise affect any Rights that it has or may have in its capacity as an individual Lender. The Lenders hereby acknowledge Each Lender and Borrower agree that the Administrative Agent shall is not be under any duty to take any discretionary action permitted to be taken by it pursuant to a fiduciary for Lenders or for Borrower but simply is acting in the provisions of capacity described in this Agreement unless it shall be requested in writing to do so by the Required Lenders oralleviate administrative burdens for Borrower and Lenders, where required, all the Lenders. No Agent other than the that Administrative Agent has no duties or responsibilities to Lenders or Borrower except those expressly set forth in the Loan Papers, and that Administrative Agent in its capacity as a Lender has all Rights of any other Lender. (d) Administrative Agent may now or hereafter be engaged in one or more loan, letter of credit, leasing or other financing transaction with Borrower, act as trustee or depositary for Borrower, or otherwise be engaged in other transactions with Borrower (the “other activities”) not the subject of the Loan Papers. Without limiting the Rights of Lenders specifically set forth in the Loan Papers, Administrative Agent is not responsible to account to Lenders for those other activities, and no Lender shall have any responsibilityinterest in any other activities, obligation any present or liability whatsoever future guaranties by or for the account of Borrower that are not contemplated or included in the Loan Papers, any present or future offset exercised by Administrative Agent in respect of those other activities, any present or future property taken as security for any of those other activities, or any property now or hereafter in Administrative Agent’s possession or control that may be or become security for the obligations of Borrower arising under the Loan Documents Papers by reason of the general description of indebtedness secured or of property contained in such capacity any other agreements, documents, or instruments related to any of those other activities (other than but, if any payments in respect of those guaranties or that property or the proceeds thereof is applied by Administrative Agent to reduce the Obligation, then each Lender is entitled to share ratably in the application as set forth provided in Section 10.14the Loan Papers).

Administrative Agent. (a) Each of the Lenders and Fronting Banks irrevocably authorizes the Lender appoints Administrative Agent (and Administrative Agent accepts appointment) as its nominee and agent, in its name and on its behalf: (i) to take such action act as its nominee and on its behalf in, under and in accordance with all Loan Papers; (ii) to exercise such powers arrange the means whereby its funds are to be made available to Borrower under the Loan Documents as are specifically delegated Papers; (iii) to take any action that it properly requests under the Loan Papers (subject to the Administrative Agent by concurrence of other Lenders as may be required under the terms thereof together with such powers as are reasonably incidental thereto. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub- agents selected and appointed by such Administrative Agent. Each of the Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through Affiliates or its or its Affiliates’ employees. The exculpatory provisions of the following paragraphs shall apply to any such sub-agent, to the Affiliates of the Administrative Agent and any such sub-agent and to the directors, officers and employees of the Administrative Agent, any such sub-agent and their respective Affiliates. The Administrative Agent is hereby expressly authorized and directed by the Lenders to the extent provided in this Agreement, without hereby limiting any implied authority, Loan Papers); (aiv) to receive on behalf of the Lenders all payments of principal of documents and interest on the Loans and all other amounts due items to the Lenders be furnished to it under the Loan DocumentsPapers; (v) to be the secured party, mortgagee, beneficiary, recipient, and similar party in respect of any collateral for the benefit of Lenders; (vi) to promptly to distribute to each Lender it all material information, requests, documents, and items received from Borrower under the Loan Papers; (vii) to promptly distribute to it its proper share ratable part of each payment so received; or prepayment (bwhether voluntary, as proceeds of collateral upon or after foreclosure, as proceeds of insurance thereon, or otherwise) to give notice on behalf of each of the Lenders to the Borrowers of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Borrowers pursuant to the Loan Documents as received by the Administrative Agent. Neither the Administrative Agent nor any of their directors, officers, employees or agents shall be liable as such for any action taken or omitted to be taken by it or them under the Loan Documents or in connection therewith (a) at the request or with the approval of the Required Lenders (or, if otherwise specifically required hereunder, the consent of all the Lenders) or (b) in the absence of its or their own bad faith, gross negligence or willful misconduct. Each Lender acknowledges that it has decided to enter into this Agreement and to extend the Loans hereunder based on its own analysis of the creditworthiness of the Borrowers and agrees that the Administrative Agent shall bear no responsibility for such creditworthiness. The Administrative Agent shall not be responsible in any manner to any of the Lenders for the effectiveness, enforceability, genuineness, validity or due execution of the Loan Documents or any other agreements or certificates, requests, financial statements, notices or opinions of counsel or for any recitals, statements, warranties or representations contained in the Loan Documents or in any such instrument or be under any obligation to ascertain or inquire as to the performance or observance of any of the terms, provisions, covenants, conditions, agreements or obligations of the Loan Documents or any other agreements on the part of any Loan Party and, without limiting the generality of the foregoing, the Administrative Agent shall, in the absence of knowledge to the contrary, be entitled to accept any certificate furnished pursuant to any Loan Document as conclusive evidence of the facts stated therein and shall be entitled to rely on any note, notice, consent, certificate, affidavit, letter, telegram, teletype or telecopy message, statement, order or other document which it reasonably believes to be genuine and correct and to have been signed or sent by the proper Person or Persons. It is understood and agreed that the Administrative Agent may exercise its rights and powers under other agreements and instruments to which it is or may be a party and engage in other transactions with Lyondell or any Subsidiary or other Affiliate as though it were not the agent of the Lenders hereunder. The Administrative Agent may consult with legal counsel selected by it in connection with matters arising under the Loan Documents and any action taken or suffered in good faith by it in accordance with the opinion terms of such counsel shall be full justification the Loan Papers (including without limitation, environmental notices, notices of default and protection all financial statements and Compliance Certificates); and (viii) to deliver to the appropriate Persons requests, demands, approvals, and consents received from it. The However, Administrative Agent may exercise not be required to take any of its powers and rights and perform action that exposes it to personal liability or that is contrary to any duty under Loan Paper or applicable Law. (b) If the Loan Documents through agents initial or attorneys. The Lenders shall ratably, in accordance with their Credit Exposures at the time of demand for indemnification hereunder, indemnify the Administrative Agent, in its capacity as agent on behalf of the Lenders (to the extent not reimbursed by the Borrowers pursuant to the terms hereof and without limiting the obligations of the Borrowers to do so) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as results from such Administrative Agent’s gross negligence or willful misconduct) that such successor Administrative Agent may suffer or incur in connection with ever ceases to be a party to this Agreement or if the initial or any action taken or omitted by it under the Loan Documents. The successor Administrative Agent may at any time give 30 days’ prior written notice of its resignation to the Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrowers, to appoint a successor, which shall be a bank with an office in the United States, ever resigns (whether voluntarily or an Affiliate of any such bank with an office in the United States; provided that such successor shall comply with the requirements of Section 2.20(e) prior to becoming the successor under this Agreement; provided further that, so long as there has been no Event of Default, the Required Lenders shall not appoint a foreign agent as successor if such appointment would result in a tax gross-up or indemnification payment under this Agreement unless (i) the Required Lenders determine, in their reasonable discretion, that such appointment is necessary to avoid material adverse economic, legal or regulatory consequences, (ii) the appointment is at the request of Majority Lenders), then Majority Lenders (with the Borrowers’ consent of the Borrower, which shall not be unreasonably withheld, delayed or conditioned) shall appoint the successor Administrative Agent or from among the Lenders with Commitment Sums of at least $25,000,000 (iii) other than the appointment is required by lawresigning Administrative Agent). If no such successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders fail to appoint a successor Administrative Agent meeting within thirty (30) days after the qualifications set forth above provided that if the resigning Administrative Agent has given notice of resignation or Majority Lenders have removed the resigning Administrative Agent, then the resigning Administrative Agent may, on behalf of Lenders and with the consent of the Borrower, which shall notify Borrowers not be unreasonably withheld or delayed, appoint a successor Administrative Agent, which must be a commercial bank having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition). Upon its acceptance of appointment as successor Administrative Agent, the successor Administrative Agent succeeds to and becomes vested with all of the Rights of the prior Administrative Agent, and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring prior Administrative Agent shall be is discharged from its duties and obligations hereunder and of Administrative Agent under the other Loan Documents Papers (except that but, when used in connection with LCs issued and outstanding before the case of any collateral security held by the Administrative Agent on behalf appointment of the Lenders under any of the Loan Documentssuccessor Administrative Agent, the retiring “Administrative Agent Agent” shall continue to hold refer solely to Citizens Bank, N.A.), and each Lender shall execute such collateral security documents as nominee until such time as a any Lender, the resigning or removed Administrative Agent, or the successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided reasonably request to be made by, to or through an Administrative Agent shall instead be made by or to each Lender directly, until such time as reflect the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph)change. After the retiring any Administrative Agent’s resignation hereunder and or removal as Administrative Agent under the other Loan DocumentsPapers, the provisions of this Article 8 and Section 10.05 shall continue in effect for the 13 inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates, and the officers, directors, partners, employees, agents, advisors and attorneys-in-fact of such Administrative and Affiliates in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Administrative Agent was acting as Administrative Agent. The Lenders hereby acknowledge that the Administrative Agent shall not be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement unless it shall be requested in writing to do so by the Required Lenders or, where required, all the Lenders. No Agent other than the Administrative Agent shall have any responsibility, obligation or liability whatsoever under the Loan Documents in such capacity (other than as set forth in Section 10.14)Papers.

Administrative Agent. (a) Each of the Lenders and Fronting Banks irrevocably authorizes the Lender appoints RBS Citizens, N.A. as Administrative Agent (and RBS Citizens, N.A. accepts such appointment) and as its nominee and agent, in its name and on its behalf: (i) to take such action act as its nominee and on its behalf in, under and in accordance with all Loan Documents; (ii) to exercise such powers arrange the means whereby its funds are to be made available to the Borrower under the Loan Documents; (iii) to take any action that it properly requests under the Loan Documents (subject to the concurrence of other Lenders as are specifically delegated may be required under the Loan Documents); (iv) to receive all documents and items to be furnished to it under the Loan Documents; (v) to be the secured party, mortgagee, beneficiary, recipient, and similar party in respect of any collateral for the benefit of the Lenders; (vi) to promptly distribute to it all material information, requests, documents, and items received from the Borrower under the Loan Documents; (vii) to promptly distribute to it its ratable part of each payment or prepayment (whether voluntary, as proceeds of collateral upon or after foreclosure, as proceeds of insurance thereon, or otherwise) in accordance with the terms of the Loan Documents (including without limitation, environmental notices, notices of default and all financial statements and Compliance Certificates); and (viii) to deliver to the appropriate Persons requests, demands, approvals, and consents received from it. However, the Administrative Agent by shall not be required to take any action that exposes it to personal liability or that is contrary to any Loan Document or applicable Law. (b) If the terms thereof together with such powers as are reasonably incidental thereto. The initial or any successor Administrative Agent may perform ever ceases to be a party to this Agreement or if the initial or any and all its duties and exercise its rights and powers by successor Administrative Agent ever resigns (whether voluntarily or through any one or more sub- agents selected and appointed by such Administrative Agent. Each at the request of the Required Lenders), then the Required Lenders shall appoint the successor Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through Affiliates or its or its Affiliates’ employees. The exculpatory provisions from among the Lenders with Revolving Commitments of at least $10,000,000 (other than the following paragraphs shall apply to any such sub-agent, to the Affiliates of the Administrative Agent and any such sub-agent and to the directors, officers and employees of resigning the Administrative Agent, any such sub-agent and their respective Affiliates). The If the Required Lenders fail to appoint a successor Administrative Agent is hereby expressly authorized and directed by within thirty (30) days after the resigning Administrative Agent has given notice of resignation or the Required Lenders to have removed the extent provided in this Agreementresigning Administrative Agent, without hereby limiting any implied authoritythen the resigning Administrative Agent may, (a) to receive on behalf of the Lenders all payments of principal of and interest on with the Loans and all other amounts due to the Lenders under the Loan Documents, and promptly to distribute to each Lender its proper share of each payment so received; (b) to give notice on behalf of each consent of the Lenders to the Borrowers of any Borrower, which shall not be unreasonably withheld or delayed (provided that no such consent shall be required if a Default or Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; occurred and (c) to distribute to each Lender copies of all noticesis continuing), financial statements and other materials delivered by the Borrowers pursuant to the Loan Documents as received by the appoint a successor Administrative Agent. Neither the Administrative Agent nor any of their directors, officers, employees or agents shall be liable as such for any action taken or omitted to be taken by it or them under the Loan Documents or in connection therewith (a) at the request or with the approval of the Required Lenders (or, if otherwise specifically required hereunder, the consent of all the Lenders) or (b) in the absence of its or their own bad faith, gross negligence or willful misconduct. Each Lender acknowledges that it has decided to enter into this Agreement and to extend the Loans hereunder based on its own analysis of the creditworthiness of the Borrowers and agrees that the Administrative Agent shall bear no responsibility for such creditworthiness. The Administrative Agent shall not be responsible in any manner to any of the Lenders for the effectiveness, enforceability, genuineness, validity or due execution of the Loan Documents or any other agreements or certificates, requests, financial statements, notices or opinions of counsel or for any recitals, statements, warranties or representations contained in the Loan Documents or in any such instrument or be under any obligation to ascertain or inquire as to the performance or observance of any of the terms, provisions, covenants, conditions, agreements or obligations of the Loan Documents or any other agreements on the part of any Loan Party and, without limiting the generality of the foregoing, the Administrative Agent shall, in the absence of knowledge to the contrary, be entitled to accept any certificate furnished pursuant to any Loan Document as conclusive evidence of the facts stated therein and shall be entitled to rely on any note, notice, consent, certificate, affidavit, letter, telegram, teletype or telecopy message, statement, order or other document which it reasonably believes to be genuine and correct and to have been signed or sent by the proper Person or Persons. It is understood and agreed that the Administrative Agent may exercise its rights and powers under other agreements and instruments to which it is or may be a party and engage in other transactions with Lyondell or any Subsidiary or other Affiliate as though it were not the agent of the Lenders hereunder. The Administrative Agent may consult with legal counsel selected by it in connection with matters arising under the Loan Documents and any action taken or suffered in good faith by it in accordance with the opinion of such counsel shall be full justification and protection to it. The Administrative Agent may exercise any of its powers and rights and perform any duty under the Loan Documents through agents or attorneys. The Lenders shall ratably, in accordance with their Credit Exposures at the time of demand for indemnification hereunder, indemnify the Administrative Agent, in its capacity as agent on behalf of the Lenders (to the extent not reimbursed by the Borrowers pursuant to the terms hereof and without limiting the obligations of the Borrowers to do so) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as results from such Administrative Agent’s gross negligence or willful misconduct) that such Administrative Agent may suffer or incur in connection with this Agreement or any action taken or omitted by it under the Loan Documents. The Administrative Agent may at any time give 30 days’ prior written notice of its resignation to the Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrowers, to appoint a successor, which shall be a commercial bank with an office in the United States, or an Affiliate having a combined capital and surplus of any such bank with an office in the United States; provided that such at least $1,000,000,000 (as shown on its most recently published statement of condition). Upon its acceptance of appointment as successor shall comply with the requirements of Section 2.20(e) prior to becoming the successor under this Agreement; provided further that, so long as there has been no Event of DefaultAdministrative Agent, the Required Lenders shall not appoint a foreign agent as successor if such appointment would result in a tax gross-up or indemnification payment under this Agreement unless (i) the Required Lenders determine, in their reasonable discretion, that such appointment is necessary to avoid material adverse economic, legal or regulatory consequences, (ii) the appointment is at the request of the Borrowers’ Agent or (iii) the appointment is required by law. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders appoint a successor Administrative Agent meeting the qualifications set forth above provided that if the Administrative Agent shall notify Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security as nominee until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through an Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, remedies, powers, privileges and duties benefits of the retiring (or retired) prior Administrative Agent, and the retiring prior Administrative Agent shall be discharged from all of its duties and obligations hereunder or as Administrative Agent under the other Loan Documents (if not already discharged therefrom but, when used in connection with Letters of Credit issued and outstanding before the appointment of the successor Administrative Agent, the “Administrative Agent” shall continue to refer solely to RBS Citizens, N.A.), and each Lender shall execute such documents as provided above in this paragraph)any Lender, the resigning or removed Administrative Agent, or the successor Administrative Agent reasonably request to reflect the change. After the retiring any Administrative Agent’s resignation hereunder and or removal as Administrative Agent under the other Loan Documents, the provisions of this Article 8 and Section 10.05 9 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates, and the officers, directors, partners, employees, agents, advisors and attorneys-in-fact of such Administrative and Affiliates in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Administrative Agent was acting as Administrative Agent. The Lenders hereby acknowledge that the Administrative Agent shall not be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement unless it shall be requested in writing to do so by the Required Lenders or, where required, all the Lenders. No Agent other than the Administrative Agent shall have any responsibility, obligation or liability whatsoever under the Loan Documents in such capacity (other than as set forth in Section 10.14)Documents.

Administrative Agent. (a) Appointment of Administrative Agent. Each Lender hereby appoints Bank of America, N.A. (and Bank of America, N.A. hereby accepts such appointment) as its nominee and agent, in its name and on its behalf: (i) to act as nominee for and on behalf of such Lender in and under all Loan Documents; (ii) to arrange the means whereby the funds of Lenders and Fronting Banks irrevocably authorizes are to be made available to Borrower under the Administrative Agent Loan Documents; (iii) to take such action on its behalf and to exercise such powers as may be requested by any Lender under the Loan Documents (when such Lender is entitled to make such request under the Loan Documents and after such requesting Lender has obtained the concurrence of such other Lenders as are specifically delegated to may be required under the Administrative Agent by the terms thereof together with such powers as are reasonably incidental thereto. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub- agents selected and appointed by such Administrative Agent. Each of the Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through Affiliates or its or its Affiliates’ employees. The exculpatory provisions of the following paragraphs shall apply to any such sub-agent, to the Affiliates of the Administrative Agent and any such sub-agent and to the directors, officers and employees of the Administrative Agent, any such sub-agent and their respective Affiliates. The Administrative Agent is hereby expressly authorized and directed by the Lenders to the extent provided in this Agreement, without hereby limiting any implied authority, Loan Documents); (aiv) to receive on behalf of the Lenders all payments of principal of documents and interest on the Loans and all other amounts due items to the be furnished to Lenders under the Loan Documents; (v) to timely distribute, and Administrative Agent agrees to so distribute, to each Lender all material information, requests, documents, and items received from Borrower under the Loan Documents; (vi) to promptly to distribute to each Lender its proper share ratable part of each payment so receivedor prepayment (whether voluntary, as proceeds of Collateral upon or after foreclosure, as proceeds of insurance thereon, or otherwise) in accordance with the terms of the Loan Documents; (bvii) to give notice deliver to the appropriate Persons requests, demands, approvals, and consents received from Lenders; and (viii) to execute, on behalf of each of the Lenders to the Borrowers of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all noticesLenders, financial statements and such releases or other materials delivered documents or instruments as are permitted by the Borrowers pursuant to the Loan Documents as received by the Administrative Agent. Neither the Administrative Agent nor any of their directors, officers, employees or agents shall be liable as such for any action taken or omitted to be taken by it or them under the Loan Documents or in connection therewith (a) at the request or with the approval of the Required as directed by Lenders (orfrom time to time; provided, if otherwise specifically required hereunderhowever, the consent of all the Lenders) or (b) in the absence of its or their own bad faith, gross negligence or willful misconduct. Each Lender acknowledges that it has decided to enter into this Agreement and to extend the Loans hereunder based on its own analysis of the creditworthiness of the Borrowers and agrees that the Administrative Agent shall bear no responsibility for such creditworthiness. The Administrative Agent shall not be responsible in required to take any manner action which exposes Administrative Agent to any of the Lenders for the effectiveness, enforceability, genuineness, validity personal liability or due execution of which is contrary to the Loan Documents or any other agreements or certificates, requests, financial statements, notices or opinions of counsel or for any recitals, statements, warranties or representations contained in the Loan Documents or in any such instrument or be under any obligation to ascertain or inquire as to the performance or observance of any of the terms, provisions, covenants, conditions, agreements or obligations of the Loan Documents or any other agreements on the part of any Loan Party and, without limiting the generality of the foregoing, the Administrative Agent shall, in the absence of knowledge to the contrary, be entitled to accept any certificate furnished pursuant to any Loan Document as conclusive evidence of the facts stated therein and shall be entitled to rely on any note, notice, consent, certificate, affidavit, letter, telegram, teletype or telecopy message, statement, order or other document which it reasonably believes to be genuine and correct and to have been signed or sent by the proper Person or Persons. It is understood and agreed that the Administrative Agent may exercise its rights and powers under other agreements and instruments to which it is or may be a party and engage in other transactions with Lyondell or any Subsidiary or other Affiliate as though it were not the agent of the Lenders hereunder. The Administrative Agent may consult with legal counsel selected by it in connection with matters arising under the Loan Documents and any action taken or suffered in good faith by it in accordance with the opinion of such counsel shall be full justification and protection to it. The Administrative Agent may exercise any of its powers and rights and perform any duty under the Loan Documents through agents or attorneys. The Lenders shall ratably, in accordance with their Credit Exposures at the time of demand for indemnification hereunder, indemnify the Administrative Agent, in its capacity as agent on behalf of the Lenders (to the extent not reimbursed by the Borrowers pursuant to the terms hereof and without limiting the obligations of the Borrowers to do so) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as results from such Administrative Agent’s gross negligence or willful misconduct) that such Administrative Agent may suffer or incur in connection with this Agreement or any action taken or omitted by it under the Loan Documents. The Administrative Agent may at any time give 30 days’ prior written notice of its resignation to the Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided that such successor shall comply with the requirements of Section 2.20(e) prior to becoming the successor under this Agreement; provided further that, so long as there has been no Event of Default, the Required Lenders shall not appoint a foreign agent as successor if such appointment would result in a tax gross-up or indemnification payment under this Agreement unless (i) the Required Lenders determine, in their reasonable discretion, that such appointment is necessary to avoid material adverse economic, legal or regulatory consequences, (ii) the appointment is at the request of the Borrowers’ Agent or (iii) the appointment is required by law. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders appoint a successor Administrative Agent meeting the qualifications set forth above provided that if the Administrative Agent shall notify Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security as nominee until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through an Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article 8 and Section 10.05 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates, and the officers, directors, partners, employees, agents, advisors and attorneys-in-fact of such Administrative and Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. The Lenders hereby acknowledge that the Administrative Agent shall not be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement unless it shall be requested in writing to do so by the Required Lenders or, where required, all the Lenders. No Agent other than the Administrative Agent shall have any responsibility, obligation or liability whatsoever under the Loan Documents in such capacity (other than as set forth in Section 10.14)applicable Law.