Common use of Conditions Precedent to the Effectiveness of this Agreement Clause in Contracts

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the satisfaction (or substantially simultaneous satisfaction) of the following conditions precedent: (a) The Agent shall have received all fees and expenses (including, but not limited to, reasonable fees and expenses of counsel to the Agent) required to be paid on the Closing Date, pursuant to the terms of this Agreement and each Fee Letter and the Annex thereto. (b) The Agent shall have received on or before the Closing Date, the following, each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory to the Agent: (i) This Agreement, duly executed and delivered by the Seller and the Servicer; (ii) The Receivables Sale Agreement, duly executed by the Seller and each Originator, together with: (A) Proper financing statements naming each Originator as debtor, the Seller as secured party and the Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Agreement; (B) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator; (C) The Consent and Agreement, duly executed by the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names and true signatures of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (ix) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably request. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination in form and substance satisfactory to the Agent. (f) The ABF Agreement shall be in full force and effect and no default shall exist thereunder. (g) The Agent shall be satisfied with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to the Closing Date. (h) Total Excess Availability (after giving effect to the effectiveness of this Agreement and the ABF Agreement) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.

Conditions Precedent to the Effectiveness of this Agreement. The obligation of the Administrative Agent and each Lender Party to execute and deliver this Agreement and the effectiveness of this Agreement is subject to the satisfaction (or substantially simultaneous satisfaction) of the following conditions precedentprecedent before or concurrently with the Closing Date: (a) The Agent shall have received all fees and expenses (including, but not limited to, reasonable fees and expenses of counsel to the Agent) required to be paid on the Closing Date, pursuant to the terms of this Agreement and each Fee Letter and the Annex thereto. (b) The Administrative Agent shall have received on or before the Closing Date, Date the following, each (unless otherwise indicated) dated as of the Closing Date such day (unless otherwise specified), in form and substance reasonably satisfactory to the AgentAdministrative Agent (unless otherwise specified) and (except for the Notes, as to which one original of each shall be sufficient) in sufficient copies for each Lender Party: (i) This Agreement, A Note duly executed and delivered by the Seller Borrower and payable to the Servicer;order of each Lender. (ii) The Receivables Sale A security agreement in substantially the form of Exhibit F hereto (together with each other security agreement and security agreement supplement delivered pursuant to Section 5.01(j), in each case as amended, the “Security Agreement”), duly executed by the Seller and each OriginatorLoan Party that owns Borrowing Base Assets, together with: (A) Proper copies of proper financing statements naming each Originator as debtor, the Seller as secured party and the Agent, as assigneestatements, to be duly filed under the UCC Uniform Commercial Code of all jurisdictions that the Collateral Agent may deem necessary or desirable in order to perfect and protect the Seller’s first priority liens and security interests created or purported to be created by under the Receivables Sale Agreement;Collateral Documents, covering the Collateral described therein, (B) Proper financing statement terminations or releasescompleted requests for information dated a recent date, if anyincluding UCC, necessary judgment, tax, litigation and bankruptcy searches with respect to release all security interests and other rights of any Person each applicable Loan Party, and, in the Receivablescase of UCC searches, Related Securitylisting all effective financing statements filed in the jurisdictions referred to in clause (A) above and in such other jurisdictions specified by the Administrative Agent that name any Loan Party as debtor, Collections or Contracts previously granted by any Originator;together with copies of such financing statements, (C) The Consent evidence of the completion of all other recordings and Agreement, duly executed by filings of or with respect to the Seller Security Agreement that the Collateral Agent may deem necessary or desirable in order to perfect and each Originator; andprotect the Liens created thereby, (D) A Subordinated Notecertified copies of the Assigned Agreements referred to in the Security Agreement (which shall include, without limitation, the Management Agreement and all amendments thereto with respect to each Borrowing Base Asset), together with a consent to such assignment, in substantially the form of Exhibit B C to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Security Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names and true signatures of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (ix) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably request. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination otherwise in form and substance satisfactory to the Administrative Agent, duly executed by each party to such Assigned Agreements other than the Loan Parties; (E) a Manager’s Subordination executed and delivered by the manager of each Borrowing Base Asset, (F) a Hazardous Indemnity Agreement, (G) a Pledge Agreement, together with certificated Equity Interests in each Subsidiary that owns or leases a Borrowing Base Asset and stock powers and membership interest powers (as the case may be) with respect thereto executed in blank, all in form and substance acceptable to the Administrative Agent, and (H) evidence that all other action that the Collateral Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement has been taken (including, without limitation, receipt of duly executed payoff letters, UCC termination statements and landlords’ and bailees’ waiver and consent agreements). (fiii) The ABF Agreement shall Deeds of trust, trust deeds and mortgages in substantially the form of Exhibit G hereto (together with each other deed of trust, trust deed and mortgage delivered pursuant to Section 5.01(j), in each case as amended, the “Mortgages”) and assignments of leases and rents in substantially the form of Exhibit H hereto (together with each other assignment of leases and rents delivered pursuant to Section 5.01(j), in each case as amended, the “Assignments of Leases”) (in each case with such changes as may be required to account for local law matters and otherwise satisfactory in full force form and effect and no default shall exist thereunder.substance to the Collateral Agent) covering all Borrowing Base Assets, duly executed by the appropriate Loan Party, together with: (gA) The Agent shall be satisfied with the results of a field examination evidence that counterparts of the Originators conducted Mortgages and Assignments of Leases have been duly executed, acknowledged and delivered on or before the day of the Initial Extension of Credit and are in form suitable for filing or recording in all filing or recording offices that the Collateral Agent may deem necessary or desirable in order to create a valid first and subsisting Lien on the collateral described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all required affidavits, tax forms and filings pertaining to any applicable documentary stamp, intangible and mortgage recordation taxes have been executed and delivered by CUSAall appropriate parties and are in form suitable for filing with all applicable governmental authorities, (B) fully paid American Land Title Association Lender’s internal auditors Extended Coverage title insurance policies (the “Mortgage Policies”) in form and substance, with endorsements (including zoning endorsements where available at reasonable cost) and in amount acceptable to the Collateral Agent, issued, and coinsured and reinsured (if required), by title insurers acceptable to the Collateral Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics’ and materialmen’s Liens), and such coinsurance and direct access reinsurance (if required), as the Collateral Agent may deem necessary or desirable, (C) American Land Title Association/American Congress on Surveying and Mapping form surveys for which all necessary fees have been paid, dated no more than 3 months prior 45 days before the date of their delivery to the Closing Date. (h) Total Excess Availability (after giving effect Collateral Agent, certified to the effectiveness of this Agreement Administrative Agent, the Collateral Agent and the ABF Agreement) shall be at least $300,000,000 on issuer of the Closing Date. The Mortgage Policies in a manner satisfactory to the Collateral Agent shall promptly notify by a land surveyor duly registered and licensed in the SellerStates in which the property described in such surveys is located and acceptable to the Collateral Agent, showing all buildings and other improvements, any off-site improvements, the Servicer location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the Purchasers absence of the Closing Dateencroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects acceptable to the Collateral Agent, (D) engineering, soils, seismic, environmental and other similar reports as to the Borrowing Base Assets as may be reasonably required by the Collateral Agent, in form and substance and from professional firms acceptable to the Administrative Agent, together with a letter from each preparer thereof entitling the Administrative Agent and its successors and assigns to rely upon such notice shall be conclusive and binding on all parties hereto.reports,

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness This Agreement shall become effective on and as of this Agreement is subject to the satisfaction date hereof (or substantially simultaneous satisfactionthe "EFFECTIVE DATE") of when the following conditions precedentprecedent shall have been satisfied: (a) The Administrative Agent shall have received all fees and expenses (including, but not limited to, reasonable fees and expenses of counsel to the Agenti) required to be paid on the Closing Date, pursuant to the terms counterparts of this Agreement and executed by each Fee Letter Borrower, the Administrative Agent and the Annex theretoLender Parties or, as to any of such Lender Party, notice from such Lender Party that such Lender Party has executed a counterpart of this Agreement. (b) The Administrative Agent shall have received on or before the Closing Date, the following, each (unless otherwise indicated) dated as of the Closing Date date hereof (unless otherwise specified), in form and substance reasonably satisfactory to the AgentAdministrative Agent (unless otherwise specified) and in sufficient copies for each Lender Party: (i) This AgreementA security agreement, duly executed and delivered by dated as of the Seller and the Servicer; (ii) The Receivables Sale Agreementdate hereof, duly executed by the Seller U.S. Borrower and the other Grantors (as defined therein) and in substantially the form of Exhibit D-1 hereto (together with each Originatorother security agreement or security agreement supplement delivered pursuant to Section 5.01(k), as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "U.S. SECURITY AGREEMENT"), together with: (A) Proper copies of proper financing statements naming each Originator as debtor, the Seller as secured party and the Agent, as assigneestatements, to be duly filed under the UCC Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the Seller’s interests first priority security interest created or purported to be created by under the Receivables Sale Agreement;Collateral Documents, (B) Proper completed requests for information, dated on or before the date hereof, listing all other effective financing statement terminations statements filed in the jurisdictions referred to in clause (A) above that name the U.S. Borrower or releasesany other Grantor as debtor, together with copies of such other financing statements, (C) evidence of the insurance, if any, necessary required by the terms of the U.S. Security Agreement, (D) executed termination statements (Form UCC-3 or a comparable form), in proper form duly filed on the Effective Date under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may have deemed desirable in order to release all security interests and other rights of any Person terminate or amend existing Liens on the Collateral described in the ReceivablesU.S. Security Agreement, Related Security, Collections or Contracts previously granted by any Originator;and (CE) The Consent evidence that all other action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect and Agreementprotect the first priority security interest created under the Collateral Documents has been taken. (ii) A second amended and restated pledge agreement, dated as of the date hereof, duly executed by the Seller U.S. Borrower and each Originator; and the other Pledgors (Das defined therein) A Subordinated Note, and in substantially the form of Exhibit B D-2 hereto (together with each other pledge agreement or pledge agreement supplement delivered pursuant to Section 5.01(k), as amended, supplemented or otherwise modified from time to time in accordance with its terms, the Receivables Sale "PLEDGE AGREEMENT"), together with: (A) certificates representing the Pledged Shares (as defined therein), if any, accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt (as defined therein), if any, indorsed in blank. (B) copies of proper financing statements, to be duly filed on or before the Effective Date under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Collateral Documents, covering, among other things, the Collateral described in the Pledge Agreement, (C) completed requests for information, dated on or before the Effective Date, listing all other effective financing statements filed in the jurisdictions referred to in clause (B) above that name the U.S. Borrower or any other Pledgor as debtor, together with copies of such other financing statements, (D) evidence of the completion of all other recordings and filings of or with respect to such Pledge Agreement that the Administrative Agent may reasonably deem necessary or desirable in order to perfect and protect the Liens created thereby, and (E) evidence that all other action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under such Pledge Agreement has been taken. (iii) A security agreement, dated as of the date hereof, duly executed by the Canadian Borrower and in substantially the form of Exhibit D-3 hereto (together with each other security agreement or security agreement supplement delivered pursuant to Section 5.01(k), as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "CANADIAN SECURITY AGREEMENT"), together with: (A) copies of proper financing statements or an equivalent thereof under the laws of the Province of Ontario or the federal laws of Canada, to be duly filed under the Personal Property Security Act (Ontario) in all jurisdictions in which the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority security interest created under the Collateral Documents, (B) completed requests for information, dated on or before the date hereof, listing all other effective financing statements and an equivalent thereof filed in the jurisdictions referred to in clause (A) above that name the Canadian Borrower, together with copies of such other financing statements an equivalent thereof or, (C) evidence of the insurance, if any, required by the terms of the Canadian Security Agreement, (D) executed termination statements (or an equivalent thereof), if any, in proper form duly filed on the Effective Date under the Personal Property Security Act (Ontario) in all jurisdictions in which the Administrative Agent may have deemed desirable in order to terminate or amend existing Liens on the Collateral described in the Canadian Security Agreement, payable and (E) evidence that all other action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect and protect the order first priority security interest created under the Collateral Documents has been taken. (iv) A consent (the "SUBSIDIARY GUARANTY CONSENT") to this Agreement dated as of each Originator, the date hereof and duly executed by the Seller;Subsidiary Guarantors. (iiiv) The Equistar Undertaking, A Subsidiary Guaranty Supplement dated as of the date hereof and duly executed and delivered by Equistar;Accuride Cuyahoga. (ivvi) Such financial, business and other information regarding each Loan Party as the Lender Parties shall have reasonably requested, including, without limitation, (xA) A Lock-Box Agreement with audited Consolidated financial statements of the U.S. Borrower and its Consolidated Subsidiaries for Fiscal Year 2000, (B) unaudited Consolidated financial statements of the U.S. Borrower and its consolidated Subsidiaries for each Lock-Box Bank, executed by such Lock-Box Bank, Fiscal Quarter in Fiscal Year 2001 that ended more than 45 days prior to the Agent and the Seller, the Servicer or an Originator, as applicableEffective Date, and (yC) a control agreementConsolidated forecasted financial statements of the U.S. Borrower and its Consolidated Subsidiaries for the five-year period after the Effective Date, all of the foregoing (including, without limitation, the statements to be delivered pursuant to clauses (A) through (C) above) to be in form and substance reasonably satisfactory to the Administrative Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party;. (vii) A copy Certified copies of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names and true signatures of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s the Board of Directors (or equivalent governing bodyPersons performing similar functions) of each Borrower and each other Loan Party approving and authorizing the execution, delivery and performance of this Agreement and each other Loan Document or Related Document to be delivered by it under this Section 3.04 and the transactions contemplated thereby, and of all documents evidencing other Transaction Documents necessary corporate, limited liability company, or partnership (as the case may be) action and governmental and other third party approvals and consents, if any, with respect to which it is this Agreement, and such other Loan Document or Related Document. (viii) With respect to each Loan Party (except the Canadian Borrower), a party copy of a certificate of the Secretary of the State of Delaware or, in the case of the Canadian Borrower, a copy of a certificate of the Ontario Ministry, each dated reasonably near the date hereof, listing the constitutive documents of such each Loan Party and each amendment thereto on file in his office or in the Ontario Ministry and certifying that (A) such amendments are the only amendments to such documents on file in his office or in the Ontario Ministry, and (DB) that there have been no changes such Loan Party is duly formed and in good standing under the certificate laws of incorporation (the State of Delaware or equivalent Constituent Document) of such Transaction Party from the certificate Province of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above;Ontario. (ix) A certificate of each Borrower and each other Loan Party, signed on behalf of such Borrower and such other Loan Party by its President or a Principal Financial Officer Vice President and its Secretary or any Assistant Secretary or by a duly authorized officer in the case of each Transaction AKW LP, dated the date hereof (the statements made in which certificate shall be true on and as of the date hereof), certifying as to (A) either (x) the constitutive documents of such Loan Party certifying that attached thereto or (y) the conditions set forth absence of any amendments to the constitutive documents of such Borrower or such other Loan Party since the date of the certificate referred to in Sections 3.1(aSection 3.01(k)(iii), as applicable, (B) if such Loan Party is a corporation, either (x) the by-laws of such Loan Party attached thereto or (y) the absence of any amendments to the bylaws of such Loan Party since the date of the certificate referred to in Section 3.01(k)(iv), (b)C) the absence of any proceeding for the dissolution or liquidation of such Borrower or such other Loan Party, (c)D) the truth and accuracy of the representations and warranties contained in the Loan Documents in all material respects as though made on and as of the date hereof, (e), (f) and (hE) have been satisfied;the absence of any event occurring and continuing, or resulting from this Agreement, that constitutes a Default. (x) A certificate of a Principal Financial Officer the Secretary, Assistant Secretary managing member or duly authorized officer of each Borrower and each other Loan Party certifying the names and true signatures of the Seller officers of such Borrower and Originators stating that such Transaction other Loan Party authorized to sign this Agreement, the Notes, the Security Agreement, the Consent and each other Loan Document to which such Loan Party is, or is Solvent after giving effect to the transactions contemplated hereunder be, a party and each other document to be delivered by it under the other Transaction Documents;this Section 3.04. (xi) Proper financing statements naming An environmental assessment report, in form and substance satisfactory to the SellerLender Parties, as debtor, and from an environmental consulting firm acceptable to the Administrative Agent, as secured partyto any hazards, costs or liabilities under Environmental Laws to which any Loan Party or any of its Restricted Subsidiaries may be subject, the amount and nature of which and the Borrowers' plans with respect to which shall be acceptable to the Lender Parties, together with evidence, in form and substance satisfactory to the Lender Parties, that all applicable Environmental Laws shall have been complied with. To the extent either the report or any other information that may become available to the Lender Parties shall disclose any hazards, costs or liabilities under Environmental Laws or otherwise that the Lender Parties deem material, the Lender Parties shall be satisfied that such hazards, costs or liabilities were adequately reflected in the Borrowers' financial reserves shown on the financial statements included in the Fiscal Year 2000 financial statements or that, to be filed under the UCC of all jurisdictions that extent not so reflected, the Agent may deem necessary in order to perfect the ownership interests created Borrowers have made adequate provision for such hazards, costs or purported to be created by the Transactions Documents;liabilities. (xii) Proper financing statement terminations or releasesA favorable opinion of Xxxxxx and Xxxxxxx, if any, necessary to release all security interests and other rights of any Person in U.S. counsel for the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of EquistarBorrowers, in substantially the form of Exhibit I-2 F hereto and as to such other matters as any Lender Party through the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Administrative Agent may reasonably request. (cxiii) Each A favorable opinion of Xxxxx X. Xxxxxxxxx, General Counsel of the SellerU.S. Borrower, in substantially the Originators form of Exhibit G hereto and as to such other matters as any Lender Party through the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby Administrative Agent may reasonably request. (without the imposition xiv) A favorable opinion of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effectOsler, and all applicable governmental filings (except Xxxxxx & Harcourt, Canadian counsel for the UCC financing statements Canadian Borrower, in substantially the form of Exhibit H hereto and as to such other matters as any Lender Party through the Administrative Agent may reasonably request. (xv) A reliance letter issued by an environmental consulting firm referred to in this Section 3.1clause (x) shall have been made above in substantially the form of Exhibit J hereto and all applicable waiting periods shall have expired without in either case as to such other matters as any action being taken by any competent authority; and no law or regulation shall be applicable in Lender Party through the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated therebyAdministrative Agent may reasonably request. (dxvi) The Purchasers shall have received and be satisfied with (i) audited financial statements A favorable opinion of Equistar and its Consolidated Subsidiaries Shearman & Sterling, counsel for the Fiscal Year ending December 31Administrative Agent, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination in form and substance satisfactory to the Administrative Agent. (f) The ABF Agreement shall be in full force and effect and no default shall exist thereunder. (g) The Agent shall be satisfied with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to the Closing Date. (h) Total Excess Availability (after giving effect to the effectiveness of this Agreement and the ABF Agreement) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the satisfaction (or substantially simultaneous satisfaction) fulfillment of the following conditions precedent: (a) The Administrative Agent shall have received all fees and expenses (includingreceived, but not limited to, reasonable fees and expenses of counsel to the Agent) required to be paid on the Closing Date, pursuant to the terms of this Agreement and each Fee Letter and the Annex thereto. (b) The Agent shall have received on or before the Closing Date, the following, each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory to the Agenteach Lender (except where otherwise specified below) and (except for any Promissory Notes) in sufficient copies for each Lender: (i) This AgreementCertified copies of the resolutions of the Board of Directors, duly executed and delivered by or of the Seller and Executive Committee of the Servicer; Board of Directors (ii) The Receivables Sale Agreementor persons performing similar functions), duly executed by of the Seller Borrower, each Guarantor and each Originatorother Grantor (each a "LOAN PARTY") authorizing each such Loan Party to enter into each Loan Document to which it is, together with: (A) Proper financing statements naming each Originator as debtoror is to be, the Seller as secured party a party, and the Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem documents evidencing other necessary in order to perfect the Seller’s interests created corporate or purported to be created by the Receivables Sale Agreement; (B) Proper financing statement terminations or releasesother action and Governmental Approvals, if any, necessary with respect to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator;each such Loan Document. (C) The Consent and Agreement, duly executed by the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viiiii) A certificate of the Secretary or an Assistant Secretary of each Transaction Loan Party certifying the names, true signatures and incumbency of (A) the names and true signatures of each officer officers of such Transaction Loan Party that has been authorized to execute sign the Loan Documents to which it is, or is to be, a party, and deliver any Transaction Document or the other document required hereunder documents to be executed delivered hereunder and delivered by or on behalf of such Transaction Party, thereunder and (B) the representatives of such Loan Party authorized to sign notices to be provided under the Loan Documents to which it is, or is to be, a party, which representatives shall be acceptable to the Administrative Agent. (iii) Copies of the Certificate of Incorporation and by-laws (or equivalent Constituent Documentcomparable constitutive documents) of each Loan Party, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of each such Transaction Loan Party. (iv) Good Standing Certificates (or other similar certificate) for each of the Loan Parties, issued by the Secretary of State of the jurisdiction of organization of each such Loan Party as of a recent date. (v) The Guaranty, duly executed by each Guarantor. (vi) The Pledge Agreement described in clause (i) of the definition of "Pledge Agreements", duly executed by CMS Energy. (vii) A certified copy of Schedule I hereto, in form and substance reasonably satisfactory to the Administrative Agent setting forth: (A) all Project Finance Debt of the Consolidated Subsidiaries, together with the Borrower's Ownership Interest in each such Consolidated Subsidiary, as of February 28, 2003; and (B) debt (as such term is construed in accordance with GAAP) of the Loan Parties as of February 28, 2003. (viii) A certificate, executed by a duly authorized officer of the Borrower, confirming that attached thereto is a true, correct and complete copy of the CMS Energy Credit Agreement, as in effect on the date of such certificationClosing Date, (C) which CMS Energy Credit Agreement shall amend and restate Existing Credit Agreements on terms and conditions reasonably acceptable to the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above;Agents. (ix) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of of: (A) Xxxxxx X. X’XxxxxXxxxxxx Xxxxxxxx, Esq., Deputy General Counsel of Equistarthe Borrower and counsel for the other Loan Parties, in substantially the form of Exhibit I-2 hereto C and as to such other matters as the Agent Required Lenders, through the Administrative Agent, may reasonably request, ; and (B) Xxxxx Xxxxx L.L.P.Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Transaction Parties, Loan Parties in substantially the forms form of Exhibit I-1 D and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Administrative Agent may reasonably request. (cb) Each of the Seller, the Originators The following statements shall be true and the Servicer Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower, dated the Closing Date and in sufficient copies for each Lender stating that: (i) the representations and warranties set forth in Section 6.01 of this Agreement are true and correct on and as of the Closing Date as though made on and as of such date, (ii) no event has occurred and is continuing that constitutes a Default or an Event of Default, and (iii) all necessary governmental and third party consents and approvals Governmental Approvals necessary in connection with Transaction the Loan Documents and the transactions contemplated thereby (without the imposition of any conditions that have been obtained and are not reasonably acceptable to the Purchasers) in full force and shall remain in effect, and all applicable governmental filings (except for third party approvals necessary or advisable in connection with the UCC financing statements referred to in this Section 3.1) shall have been made Loan Documents and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated therebythereby have been obtained and are in full force and effect, other than filings necessary to create or perfect security interests in the Collateral or as may be required under applicable energy, antitrust or securities laws in connection with the exercise of remedies with respect to certain Collateral. (dc) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Administrative Agent shall have received evidence of such termination in form and substance satisfactory to the Agent.it that: (fi) The ABF Agreement all financing statements relating to the Collateral have been completed for filing or recording and/or filed, and all certificates representing capital stock or other ownership interests included in the Collateral have been delivered to the Collateral Agent (with duly executed stock powers); and (ii) the Borrower has deposited cash into a cash collateral account (the "Bond Cash Collateral Account") in respect of which the Collateral Agent shall have a first priority security interest, which cash collateral shall be used as further described in full force and effect and no default shall exist thereunderSection 7.01(n). (g) The Agent shall be satisfied with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to the Closing Date. (h) Total Excess Availability (after giving effect to the effectiveness of this Agreement and the ABF Agreement) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of Parties agree that this Agreement is subject to will take effect on the satisfaction date when all conditions listed below have been satisfied and consummated (or substantially simultaneous satisfaction) of the following conditions precedent:"Effective Date"): (a) This Agreement has been executed by duly authorized representatives of the Parties and delivered to each other: (h) The Agent shall have received all fees and expenses (including, but not limited to, reasonable fees and expenses Board of counsel Directors of the PACT has adopted resolutions according to the Agent) required to be paid on the Closing Date, pursuant to the terms its Articles of Association duly approving this Agreement and each Fee Letter the transaction contemplated hereby, and the Annex thereto. (b) The Agent shall have received on or before the Closing Date, the following, each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory has provided such executed resolutions to the Agent:both Parties; (i) This Agreement, duly executed and delivered by the Seller and the Servicer; (ii) The Receivables Sale Agreement, duly executed by the Seller and each Originator, together with: (A) Proper financing statements naming each Originator as debtor, the Seller as secured party and the Agent, as assignee, to be filed under the UCC agency of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Agreement; (B) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator; (C) The Consent and Agreement, duly executed by the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State power of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names and true signatures of each officer of such Transaction Party that Parties has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect duly conferred corporate authorization on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance approval of this Agreement and the other Transaction Documents to which it is a party and (D) that there have been no changes transaction contemplated hereby in the certificate manner stipulated in the Articles of incorporation (or equivalent Constituent Document) Association and relevant organization documents, and has provided such executed documents of such Transaction Party from authorization to the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) aboveother party; (ixj) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) The original examination and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each approval authority of the Seller PACT has issued its complete and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably request. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination in form and substance satisfactory to the Agent. (f) The ABF Agreement shall be in full force and effect and no default shall exist thereunder. (g) The Agent shall be satisfied with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to the Closing Date. (h) Total Excess Availability (after giving effect to the effectiveness unconditional approval of this Agreement and the ABF Agreementtransaction contemplated hereby, and both Parties have received such approval duly signed and issued; (k) shall All the permits, agreements, approval and authorization of other governmental bodies necessary or useful for the performance of the transaction contemplated hereby have been obtained, or the Parties waive them in written though haven't obtained hereto, or it's believed according to rational reason they are to be at least $300,000,000 obtained; (l) No change of the PRC laws or any other event relating to the PACT or the transaction contemplated hereby, which may result in significant unfavorable influence on the Closing Dateparty's interests under this Agreement as well as its ability to perform the obligations of this Agreement, will occur after the day of signature till the effective day; (m) When signing this Agreement, the Parties have reached an agreement and entered into a written contract on the assignment which is 30% of the equity interest of the PACT ASIA PACIFIC LIMITED("PACT ASIA"), which was invested by the Seller and registered in British Virgin Island. The Agent shall promptly notify total value of that assignment is US$133,597; (n) Prior to the SellerEffective date, the Servicer and the Purchasers tangible net assets of the Closing Date, PACT shall not be less than RMB 912,622 yuan; and (o) The two checks have been received from the Buyer in favor of the Seller for the amount of US$ 154,403 for transferring shares of PACT and such notice shall US$ 133,597 for transferring shares of PACT ASIA. The checks will be conclusive kept by Fangda Partners until presentation of the new original certificates of registration of PACT and binding on all parties heretoPACT ASIA showing that the shares of PACT and PACT ASIA have been transferred.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness This Agreement, as it shall amend and restate the Existing Receivables Purchase Agreement, shall become effective when and only when, the parties hereto shall have executed counterparts of this Agreement is subject pursuant to the satisfaction (or substantially simultaneous satisfaction) of Section 11.08 and the following conditions precedentprecedent are satisfied: (a) The Agent shall have received all fees and expenses (including, but not limited to, reasonable fees and expenses of counsel to the Agent) required to be paid on the Closing Date, pursuant to the terms of this Agreement and each Fee Letter and the Annex thereto. (b) The Agent shall have received on or before the Closing Date, Effective Date the following, each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified)Effective Date, in form and substance reasonably satisfactory to the Agent: (i) This AgreementThe Certificate for the Purchasers, duly executed and in exchange for the existing Certificate delivered by pursuant to Section 3.01 (b)(i), which the Seller and the ServicerAgent will cancel; (ii) The Receivables Contribution and Sale AgreementAgreement dated as of May 7, 2001, duly executed by the Seller and each Originator, together with: (A) Proper Executed financing statements naming each the Canadian Originator as debtor, the Seller as secured party and the Citibank, as Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem necessary PPSA, in each case, in order to perfect the Seller’s 's interests created or purported to be created by the Receivables Contribution and Sale Agreement; (B) Proper financing statement terminations or releaseschange statements, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any the Canadian Originator; (C) Completed requests for information, dated on or a date reasonably near to the date of such Purchase, listing all effective financing statements which name the Canadian Originator (under its present name and any previous name) as debtor and which are filed under the PPSA, together with copies of such financing statements (none of which, except those filed pursuant to clause (ii)(A) above, shall cover any Receivables, Related Security, Collections or Contracts); (D) The Consent and AgreementAgreements dated as of May 7, 2001, duly executed by the Seller and each Originator; and (DE) A Subordinated NoteNote dated as of May 7, 2001, in substantially the form of Exhibit B to the Receivables Contribution and Sale Agreement, payable to the order of each the Canadian Originator, and duly executed by the Seller; (iii) The Equistar Parent Undertaking, dated as of May 7, 2001, duly executed and delivered by Equistar; the Parent; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy Certified copies of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Partyand by-laws, certified as of a recent date by the Secretary of State (or equivalent body) amended, of the state of organization of such Transaction PartyCanadian Originator; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names and true signatures of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (ix) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably request. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination in form and substance satisfactory to the Agent. (f) The ABF Agreement shall be in full force and effect and no default shall exist thereunder. (g) The Agent shall be satisfied with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to the Closing Date. (h) Total Excess Availability (after giving effect to the effectiveness of this Agreement and the ABF Agreement) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the satisfaction (or substantially simultaneous satisfaction) of the following conditions precedent: (a) The Agent and the Syndication Agent shall have received all fees and expenses (including, but not limited to, reasonable fees and expenses of counsel to the Agentcounsel) required to be paid on the Closing Effective Date, pursuant to the terms of this Agreement and each the Second Amended and Restated Fee Letter and the Annex theretoLetter. (b) The Agent shall have received on or before the Closing Effective Date, the following, each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified)Effective Date, in form and substance reasonably satisfactory to the Agent: (i) This Agreement, duly executed and delivered by the Seller and the Servicer; (ii) The Second Amended and Restated Parent Undertaking, duly executed and delivered by PolyOne; (iii) The Second Amended and Restated Receivables Sale Agreement, duly executed by the Seller and each Originator, together with: (A) Proper financing statements naming each Originator as debtor, the Seller as secured party and the Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Agreement; (B) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any OriginatorOriginator except in connection with the Prior Sale Agreement; (B) Completed requests for information, dated on or a date reasonably near to the Effective Date listing all effective financing statements which name each Originator (under its present name and any previous name used by such Person within the five year period immediately preceding the Effective Date) as debtor and which are filed in the jurisdictions set forth in Schedule VI, together with copies of such financing statements (none of which, except those naming each Originator as debtor, the Seller as secured party and Citicorp, as Agent, as assignee, and those subject to the termination and releases described in clause (iii)(A) above, shall cover any Receivables, Related Security, Collections or Contracts); (C) The Second Amended and Restated Consent and Agreement, duly executed by the Seller and each Originator; and (D) A The Second Amended and Restated Subordinated NoteNotes, in substantially the form of Exhibit B to the Second Amended and Restated Receivables Sale Agreement, payable to the order of each Originatorthe Originators, respectively, and duly executed by the Seller;. (iiiiv) The Equistar Undertaking, Second Amended and Restated Letter of Credit Agreement duly executed and delivered by Equistar;the Seller and each Originator. (ivv) Certified copies, dated as of a recent date, of the charter, by-laws or code of regulations (x) A Lock-Box Agreement with each Lock-Box Bankas the case may be), executed by such Lock-Box Bankas amended, the Agent and of the Seller, the Servicer or an and each Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto;respectively. (vi) Good standing certificates (or equivalent) certificates, dated as of a recent date, issued by the Secretary of State of the jurisdiction of incorporation of the Seller, the Servicer and each Transaction Party;Originator, with respect to the Seller, the Servicer and such Originator, respectively. (vii) A copy Certified copies of the articles or certificate resolutions of incorporation (or equivalent Constituent Document) the Board of Directors of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Seller, the Servicer and each Originator, approving the Transaction Party;Documents to be delivered by it hereunder and the transactions contemplated hereby and thereby. (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party of the Seller, the Servicer and each Originator, certifying (A) the names and true signatures of each officer of such Transaction Party that has been its officers authorized to execute and deliver any sign the Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement Documents and the other Transaction Documents documents to which be delivered by it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above;hereunder. (ix) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the SellerSeller as debtor and Citicorp, as debtor, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the ownership interests created or purported to be created by the Transactions Documents;hereby. (xiix) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and(other than security interests granted to the Agent in connection with the Prior Agreement). (xiiixi) Completed requests for information, dated on or a date reasonably near to the Effective Date, listing all effective financing statements filed in the jurisdictions referred to in subsection (b)(ix) above that name the Seller as debtor, together with copies of such other financing statements (none of which, except those to be filed pursuant to subsection (b)(ix) above, those previously filed in connection with the Prior Agreement and those subject to the termination and releases described in subsection (x) above, shall cover any Receivables, Related Security, Collections or Contracts). (xii) Favorable opinions of (A) Xxxxxx X. X’XxxxxXxxxxxxx Xxxx LLP, General Counsel of Equistarcounsel to the Seller, the Servicer and each Originator, in substantially the form of Exhibit I-2 X-x hereto and as to such other matters as the Agent may reasonably request, request and (B) Xxxxx Xxxxx L.L.P.Xxxxxxxx Xxxx LLP, counsel to each Originator, the Transaction PartiesServicer and the Seller, in substantially the forms form of Exhibit I-1 J-2 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Second Amended and Restated Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party Originator or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the BoardBoard of Governors of the Federal Reserve System), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements. (xiii) A favorable opinion of Weil, and (C) special Gotshal & Xxxxxx LLP, counsel to the Agent, as the Agent may reasonably request; and (xiv) A certificate of the chief financial officer, in the case of PolyOne, or the chief financial officer or treasurer, in the case of the Seller and each other Originator, stating that the Seller and each Originator is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents. (c) Each of the Seller, the Originators and Originators, the Servicer and its Subsidiaries shall have received all necessary governmental and third party consents and approvals necessary in connection with the Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence a certificate of a Responsible Officer of the Seller and each Originator stating that, as of the Effective Date, the Intercreditor Agreement is in full force and effect and certifying that either (i) those consents (in writing) to the execution, delivery and performance by the parties hereto of this Agreement which are required under the Intercreditor Agreement have been obtained or (ii) no such termination consents are required under the Intercreditor Agreement. (e) The Agent shall have received the Second Amended and Restated Fee Letter, duly executed by the Seller. (f) A certificate of the Secretary or Assistant Secretary of each of the Seller and each Originator certifying that there exists no action, suit, investigation, litigation or proceeding pending or, to its knowledge, threatened in any court or before any arbitrator or governmental instrumentality that (i) could reasonably be expected to result in a Material Adverse Change or (ii) restrains, prevents or imposes or can reasonably be expected to impose materially adverse conditions on the transactions contemplated hereunder. (g) The Servicer and the Seller shall have each delivered to the Purchasers a pro forma consolidated balance sheet for itself and its Subsidiaries, if any, which shall be in form and substance satisfactory to the Agent. Agent and each Purchaser, and there shall not occur as a result of the funding hereunder, a default (f) The ABF Agreement shall be in full force and effect and no default shall exist thereunder. (g) The Agent shall be satisfied or any event which with the results giving of notice or lapse of time or both would be a field examination default) under any of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to Seller’s, the Closing DateOriginators’ or their respective Subsidiaries’ debt instruments and other material agreements. (h) Total Excess Availability (The Agent shall have received evidence that after giving effect to the effectiveness of this Agreement and the ABF Agreement) shall be at least $300,000,000 Purchases occurring on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Effective Date, and such notice shall be conclusive and binding on all parties heretoReceivables Excess Availability is not less than $60,000,000.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is and any Lender’s and any Secondary Lender’s obligations hereunder shall be subject to the satisfaction (or substantially simultaneous satisfaction) of conditions precedent that the following conditions precedent: (a) The Agent shall have received all fees and expenses (including, but not limited to, reasonable fees and expenses of counsel to the Agent) required to be paid on the Closing Date, pursuant to the terms of this Agreement and each Fee Letter and the Annex thereto. (b) The Agent shall have received on or before the Closing Date, the following, each (unless otherwise indicated) in form and substance reasonably satisfactory to the Agent in sufficient copies for the Lenders and the Secondary Lenders: (a) the Trust Agreement and each of the Program Documents duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) the signed opinions of counsel to the Borrower addressed to the Agent, each Lender and each Secondary Lender as to such matters as the Agent shall have reasonably requested; (c) if requested by a Conduit Lender or Citibank on or prior to the Closing Date, an Advance Note duly executed and completed by the Borrower to such Conduit Lender or Citibank, as applicable; (d) all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, which may be required to be obtained or made by the Borrower in connection with the transactions contemplated by any Program Document or the Trust Agreement; (e) a certificate of a Responsible Officer of the Borrower certifying (i) as to its certificate of incorporation, by-laws or other organizational documents, (ii) as to the resolutions of its Board of Directors approving the Program Documents to which it is a party and the transactions contemplated thereby, (iii) that its representations and warranties set forth in the Program Documents to which it is a party are true and correct, (iv) to the best of its knowledge no Default or Event of Default has occurred and is continuing, and (v) the incumbency and specimen signature of each of its officers authorized to execute the Program Documents to which it is a party; (f) the Agent shall have received time stamped receipt copies or other confirmation of submission for filing) of UCC-1 financing statements duly filed on or before the date hereof under the UCC in the District of Columbia in order to perfect the security interest of the Agent on behalf of the Secured Parties in the Assigned Collateral, each of which shall be in form, scope and substance satisfactory to the Agent; (g) proper termination financing statements, if any, necessary to release all Adverse Claims of any Person in any of the Assigned Collateral of the Borrower previously granted by the Borrower; (h) completed requests for information, dated on or before the date of such initial transfer and all other effective financing statements filed in the jurisdiction referred to in subsection (f) above that name the Borrower as debtor, together with copies of such other financing statements (none of which shall cover any of the Assigned Collateral); (i) evidence that the charges granted under this Agreement in respect of the Assigned Collateral have been duly registered in Bermuda in the office of Registrar of Companies pursuant to the provisions of the Companies Xxx 0000, in order to ensure that no Person can have priority over the Agent’s charge in the Assigned Collateral; (j) the fees to be received by it on or prior to the Closing Date under the Fee Letter; and (unless otherwise specified)k) from the Borrower, such other instruments, certificates and documents as the Agent shall have reasonably requested, all in form and substance reasonably satisfactory to the Agent: (i) This Agreement, duly executed and delivered by the Seller and the Servicer; (ii) The Receivables Sale Agreement, duly executed by the Seller and each Originator, together with: (A) Proper financing statements naming each Originator as debtor, the Seller as secured party and the Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Agreement; (B) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator; (C) The Consent and Agreement, duly executed by the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names and true signatures of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (ix) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably request. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination in form and substance satisfactory to the Agent. (f) The ABF Agreement shall be in full force and effect and no default shall exist thereunder. (g) The Agent shall be satisfied with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to the Closing Date. (h) Total Excess Availability (after giving effect to the effectiveness of this Agreement and the ABF Agreement) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is shall be subject to the satisfaction (or substantially simultaneous satisfaction) of each of the following conditions precedent:precedent (any of which Buyer may electively waive, in Buyer’s sole discretion): (ai) The Agent shall have received all fees and expenses (including, but not limited to, reasonable fees and expenses of counsel to the Agent) required to be paid on the Closing Date, pursuant to the terms of this Agreement and each Fee Letter and the Annex thereto. (b) The Agent shall have received on or before the Closing Datedate hereof, the following, each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory to the Agent: (i) This Agreement, duly executed and delivered by the Seller and the Servicer; (ii) The Receivables Sale Agreement, duly executed by the Seller and each Originator, together with: (A) Proper financing statements naming each Originator as debtor, the Seller as secured party and the Agent, as assignee, shall deliver or cause to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Agreement; (B) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator; (C) The Consent and Agreement, duly executed by the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names and true signatures of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (ix) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of documents listed on Exhibit I-2 hereto and as to such other matters as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably request. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination D in form and substance satisfactory to the Agent.Buyer and its counsel; (fii) The ABF Agreement shall be in full force and effect and as of the date hereof, there has been no default shall exist thereunder.Material Adverse Effect on the financial condition of Seller since the most recent financial statements of Seller delivered to Buyer; (giii) The Agent shall be satisfied with the results of a field examination as of the Originators conducted date hereof, no material action, proceeding or investigation shall have been instituted or threatened, nor shall any material order, judgment or decree have been issued or proposed to be issued by CUSA’s internal auditors no more than 3 months prior any Governmental Authority with respect to Seller; (iv) Seller shall have delivered to Buyer the opinions of counsel set forth in Exhibit E, in form and substance satisfactory to Buyer and its counsel; (v) Seller shall have delivered to Buyer such other documents, opinions of counsel and certificates as Buyer may reasonably request; (vi) Seller shall have established the Accounts at Financial Institution and shall have deposited the Required Amount to the Closing Date.Cash Pledge Account; (hvii) Total Excess Availability Seller shall have acquired licenses to Originate Mortgage Loans in all states where it is required to have a license to do so; (after giving effect viii) on or before the date hereof, Seller shall have paid to the effectiveness of extent due all fees and out-of-pocket costs and expenses reasonably incurred (including due diligence fees and expenses reasonably incurred and reasonable legal fees and expenses) required to be paid under this Agreement or any other Transaction Document; and (ix) Buyer shall have received such other documents, information, reports and the ABF Agreement) certificates as it shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties heretohave reasonably requested.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of Each Lender’s obligation to make Loans under this Agreement is subject to the satisfaction (or substantially simultaneous satisfaction) of the following conditions precedent: (a) The condition precedent that Agent shall have received all fees and expenses (includingreceived, but not limited to, reasonable fees and expenses of counsel to the Agent) required to be paid on the Closing Date, pursuant to the terms of this Agreement and each Fee Letter and the Annex thereto. (b) The Agent shall have received on or before the Closing Date, the following, each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory to the Agent: (i) This Agreement, duly executed and delivered by the Seller and the Servicer; (ii) The Receivables Sale Agreement, duly executed by the Seller and each Originator, together with: (A) Proper financing statements naming each Originator as debtor, the Seller as secured party and the Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Agreement; (B) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator; (C) The Consent and Agreement, duly executed by the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names and true signatures of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (ix) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably request. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination in form and substance satisfactory to Agent, such documents, and completion of such other matters, as Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed signatures to this Agreement; (b) duly executed signatures to the Agent.Account Control Agreement(s) required under Section 6.6(b), [receipt of which Agent confirms]; (c) duly executed signatures to the Collateral Access Agreement(s) for such locations as Agent may require; (d) for each Borrower, a certificate of such Borrower, duly executed by a Responsible Officer of such Borrower, certifying and attaching (i) the Operating Documents of such Borrower, (ii) resolutions duly approved by the Board of such Borrower, (iii) any resolutions, consent or waiver duly approved by the requisite holders of such Borrower’s Equity Interests, if applicable, and (iv) a schedule of incumbency; (e) the Perfection Certificate of Borrower Representative, together with the duly executed signature thereto, [receipt of which Agent confirms]; (f) The ABF Agreement shall be evidence satisfactory to Agent, that the insurance policies required by Section 6.5 are in full force and effect and no default shall exist thereunder.effect; [receipt of which Agent confirms] (g) The the original stock certificates representing any Shares, if any, together with a stock power or other appropriate instrument of transfer, duly executed by the holder of record of such Shares and in blank, [receipt of which Agent shall be satisfied with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to the Closing Date.confirms]; (h) Total Excess Availability a legal opinion of counsel to Xxxxxxxxx; (after giving effect i) Projections for Borrower Representative’s fiscal year ending December 31, 2022; (j) all documentation and other information that Agent or any Lender reasonably requires in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the effectiveness USA PATRIOT Act, to include a duly executed copy of this Agreement an IRS Form W-9 or other such applicable IRS Forms; (k) a disbursement letter, duly executed by Borrower Representative; (l) the Automatic Payment Authorization, duly executed by Borrower Representative, receipt of which Agent confirms; (m) payment of the closing fee and the ABF AgreementLender Expenses then due as specified in Section 2.4(a); (n) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Sellercapitalization tables for Borrower Representative, including both a summary of Equity Interests outstanding, by class and series, as well as a detail showing holdings investor, with respect to each investment, the Servicer and purchase price per share, the Purchasers of the Closing Datedeemed original issue price (if different), and with respect to each convertible security, option, or warrant, the conversion price or exercise price, as applicable, and including detail by class and series as well as on an as-converted to common stock basis; and (o) completion of such notice shall be conclusive matters and binding on all parties heretodelivery of such documents as Agent may reasonably require.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is and the Lender's and any Secondary Lender's obligations hereunder shall be subject to the satisfaction (or substantially simultaneous satisfaction) of conditions precedent that the following conditions precedent: (a) The Agent shall have received all fees and expenses (including, but not limited to, reasonable fees and expenses of counsel to the Agent) required to be paid on the Closing Date, pursuant to the terms of this Agreement and each Fee Letter and the Annex thereto. (b) The Agent shall have received on or before the Closing Date, initial Borrowing Date the following, each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory to the AgentAgent in sufficient copies for the Lender and the Secondary Lenders: (ia) This Agreement, each of the Program Documents duly executed and delivered by the Seller parties thereto, which shall each be in full force and the Servicereffect; (b) the Prospectus, as in effect on the Closing Date; (c) the signed opinions of counsel to the Borrower and the Advisor addressed to each Secured Party as to such matters as the Agent shall have reasonably requested; (d) an Advance Note duly executed and completed by the Borrower to CRC and each Secondary Lender; (e) all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, which may be required in connection with the transactions contemplated by the Program Documents; (f) a certificate of the Secretary or Assistant Secretary of each of the Borrower and the Advisor certifying (i) as to its declaration of trust, articles, by-laws or other organizational documents, as applicable, (ii) The Receivables Sale Agreementas to the resolutions of its Board of Directors or Board of Trustees, as applicable, approving the Program Documents to which it is a party and the transactions contemplated thereby, (iii) that its representations and warranties set forth in the Program Documents are true and correct, and (iv) the incumbency and specimen signature of each of its officers authorized to execute the Program Documents; (g) duly executed by the Seller and each Originator, together with: (A) Proper copies of proper financing statements naming each Originator the Borrower as debtor, debtor and the Seller Agent as secured party and the Agentparty, as assignee, to be filed under the UCC of in all jurisdictions that the Agent may reasonably deem necessary or desirable in order to perfect the Seller’s interests created or purported to be created by Agent's first priority perfected interest in the Receivables Sale AgreementAssigned Collateral; (Bh) Proper proper termination financing statement terminations or releasesstatements, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts Borrowing Base Eligible Assets of the Borrower previously granted by any Originatorthe Borrower; (Ci) The Consent completed requests for information, dated on or before the date of such initial transfer and all other effective financing statements filed in the jurisdictions referred to in subsection (h) above that name the Borrower (under its present name or as "Liberty-Stein Roe Advisor Xxxxxxxx Rate Fund") as debtor, together with copies of such other financing statements (none of which shall cover any Assets); (j) a pro-forma Investor Report, which shall evidence compliance with the Borrowing Base Test, the Asset Coverage Test and the other terms of the Program Documents after giving effect to the initial borrowing of Advances under this Agreement, duly executed ; (k) the fees to be received by it on or prior to the Seller and each OriginatorClosing Date under the Fee Letter; and (Dl) A Subordinated Notefrom the Borrower and the Advisor such other instruments, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, certificates and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, documents as the Agent and the Sellershall have reasonably requested, the Servicer or an Originator, as applicable, and (y) a control agreement, all in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names and true signatures of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (ix) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably request. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination in form and substance satisfactory to the Agent. (f) The ABF Agreement shall be in full force and effect and no default shall exist thereunder. (g) The Agent shall be satisfied with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to the Closing Date. (h) Total Excess Availability (after giving effect to the effectiveness of this Agreement and the ABF Agreement) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this This ----------------------------------------------------------- Agreement is subject to shall become effective on the satisfaction (or substantially simultaneous satisfaction) date when each of the following conditions precedent:precedent set forth in this Section 3.1 have been satisfied (unless waived by the Lenders or unless the deadline for delivery has been extended by the Lenders). All such conditions may occur contemporaneously but shall be deemed to have occurred simultaneously. (a) The Agent shall have received all fees and expenses (including, but not limited to, reasonable fees and expenses of counsel to the Agent) required to be paid on the Closing Date, pursuant to the terms of this Agreement and each Fee Letter and the Annex thereto. (b) The Agent shall have received on On or before the Closing Date, all limited liability company and other proceedings taken or to be taken in connection with the followingtransactions contemplated hereby and all documents incidental thereto shall be reasonably satisfactory in form and substance to the Lenders, and the Lenders shall have received the following items, each (of which shall be in form and substance satisfactory to the Lenders and, unless otherwise indicatednoted, dated the Closing Date: (i) a certified copy of the Borrower's certificate of formation or other organizational documents, together with a certificate of status, compliance, good standing or like certificate issued by the appropriate government officials of the jurisdiction of such Person's formation and of each jurisdiction in which such Person owns any material assets or carries on any material business, each to be dated a recent date prior to the Closing Date; (ii) a copy of the Borrower's operating agreement, certified as of the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory to the Agent: (i) This Agreement, duly executed and delivered by the Seller and the Servicer; (ii) The Receivables Sale Agreement, duly executed by the Seller and each Originator, together with: (A) Proper financing statements naming each Originator as debtor, the Seller as secured party and the Agent, as assignee, to be filed under the UCC such Person's Secretary or one of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Agreement; (B) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator; (C) The Consent and Agreement, duly executed by the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Sellerits Assistant Secretaries; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State resolutions of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names and true signatures of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Borrower's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement, each of the other Loan Documents and any other documents, instruments and certificates required to be executed by the Borrower in connection herewith and therewith and approving and authorizing the execution, delivery and payment of the Notes, each certified as of the Closing Date by one of such Person's Officers as being in full force and effect without modification or amendment; (iv) signature and incumbency certificates of the Borrower's officers executing this Agreement, the Notes, the other Loan Documents and the Bank Loan; (v) executed copies of this Agreement and the other Transaction Documents to which it is a party and (D) that there have been no changes Notes substantially in the certificate form of incorporation Exhibit I-A and Exhibit I-B annexed hereto executed in accordance with Section 2.1(e) drawn to the order of the Lenders and with appropriate insertions; (vi) an originally executed Notice of Borrowing substantially in the form of Exhibit II annexed hereto, signed by the President, a Vice President, a manager or equivalent Constituent Document) a member of such Transaction Party from the certificate Borrower on behalf of incorporation (or equivalent Constituent Document) the Borrower and delivered pursuant to clause the Lenders; (vii) aboveoriginally executed copies of one or more favorable written opinions of (i) Xxxxxx, Xxxxxx & Xxxxxxxx, A Professional Association, counsel for the Borrower and the Guarantor, and (ii) Xxxx Xxxxxxx, counsel for the Twenty-Nine Palms Gaming Commission, substantially in the form of Exhibit III annexed hereto (or otherwise in form and substance satisfactory to the Lenders) and addressed to the Lenders, and such other opinions of counsel and such certificates or opinions of accountants, appraisers or other professionals as the Lenders shall reasonably request; (viii) a certificate of the chief financial officer of the Borrower addressed to the Lenders and in form and substance satisfactory to the Lenders, attesting that, on a pro forma basis, the Borrower shall not be insolvent or rendered insolvent, be left with an unreasonably small capital with which to engage in its business or have incurred debts beyond its ability to pay as such debts mature; (ix) A certificate originally executed copies of a Principal Financial Officer (u) the Security Agreement, executed and delivered by the Borrower, dated as of each Transaction Party certifying that the conditions set forth Closing Date, substantially in Sections 3.1(a)the form of Exhibit IV annexed hereto, (b)v) the Assignment Agreement in the form attached as Exhibit B to the Bank Loan Credit Agreement duly executed in blank by the Borrower assigning the Borrower's interest in the Bank Loan Credit Agreement and delivery of the note under the Bank Loan duly endorsed in blank to the Lenders, (c)w) the Guaranty, executed and delivered by the Guarantor, dated as of the Closing Date, substantially in the form of Exhibit V, (e)x) the Escrow and Securities Account Control Agreement, executed and delivered by the Borrower and the securities intermediary, dated as of the Closing Date, substantially in the form of Exhibit VI annexed hereto, (fy) the Collateral Assignment and Security Agreement, executed and delivered by the Borrower, dated as of the Closing Date, substantially in the form of Exhibit VII annexed hereto, and (hz) have been satisfiedthe Consent to Collateral Assignment, executed by the Tribe and Twenty-Nine Palms Enterprises Corporation, dated as of the Closing Date, substantially in the form of Exhibit VIII annexed hereto; (x) A certificate copies of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper Uniform Commercial Code financing statements (Form UCC-1), naming the Seller, Borrower as debtor, a debtor and the Agent, Lenders as the secured party, or other similar instruments or documents, to be filed under the UCC Uniform Commercial Code of all jurisdictions that as may be necessary or, in the Agent may deem necessary in order opinion of the Lenders, desirable to perfect the ownership security interests created of the Lenders pursuant to the Security Agreement; (xi) certificates of insurance from one or purported more insurance companies satisfactory to the Lenders, evidencing coverage required to be created by maintained pursuant to this Agreement and each other Loan Document and naming the Transactions Documents;Lenders as loss payee (in the case of property insurance) or additional insured (in the case of liability insurance), as applicable; and (xii) Proper financing statement terminations all such counterpart originals or releases, if any, necessary to release all security interests and other rights certified copies of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters documents, instruments, certificates and opinions as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent Lenders may reasonably request. (b) The Lenders shall have completed, and be satisfied with the results of, accounting, tax, legal and environmental due diligence investigations of the Borrower. (c) Each The corporate, tax, capital and ownership structure, shareholders agreements and management of the SellerBorrower shall be satisfactory to the Lenders in all material respects. (d) The Lenders shall have been granted first priority perfected liens and guarantees to the extent required and described in this Agreement and shall have received such other reports, documents and agreements as are customarily delivered in connection with similar secured transactions or as the Originators and the Servicer Lenders shall have deemed appropriate. (e) The Borrower shall have received all necessary governmental governmental, shareholder and third party consents and approvals necessary or desirable in connection with Transaction Documents the financings and the other transactions contemplated thereby hereby (without other than the imposition approval of any conditions that are not reasonably acceptable to the PurchasersManagement Agreement by the National Indian Gaming Commission) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and expiration of all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; authority that could restrain, prevent or impose any materially adverse conditions on the financings and other transactions contemplated hereby, and no law such Law or regulation shall be applicable which in the reasonable judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated therebyLenders could have any such effect. (df) The Purchasers No event or occurrence shall have received and occurred which has resulted or could reasonably be satisfied with (i) audited financial statements expected to result in a Material Adverse Effect since the end of Equistar and its Consolidated Subsidiaries for the most recently ended Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements or in the facts and information as represented to date. (g) There shall be unqualifiedno action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that purports to affect the Loans or the Notes or the other Loan Documents or that has had or could reasonably be expected to have or result in a Material Adverse Effect (iiother than the review of the Management Agreement by the National Indian Gaming Commission). (h) interim unaudited quarterly financial statements As of Equistar the Closing Date, the Borrower shall have no outstanding Indebtedness (other than in connection with the Bank Loan and its Consolidated Subsidiariesthe Loans to be made hereunder) and no liabilities other than as permitted in Section 6.1, through pursuant to the fiscal quarter ending September 30, 2003, terms of the Escrow and (iii) Securities Account Control Agreement or in respect of fees and expenses payable from the financial projections proceeds of Equistar the Loan and its Consolidated Subsidiaries covering permitted to be paid pursuant to the Fiscal Years ending in 2003 through 2007, inclusive, that are included terms of this Agreement. Any and all security interests in the Confidential Information Memorandumassets of the Borrower granted in favor of holders of Indebtedness, other than security interests granted to the Escrow Agent pursuant to the terms of the Escrow and Securities Account Control Agreement, shall have been terminated. (i) All obligations for outstanding capitalOn or before the initial Lending Date, accrued and unpaid yield and the Borrower shall have paid to (i) the Arranger all fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, Fee Letter and (ii) all documentation relating the fees and expenses incurred by the Lenders in connection with the negotiation, preparation, execution and delivery of the Loan Documents and the transactions related thereto (including the reasonable legal fees and out-of-pocket expenses of counsel to the Existing Program Lenders (including internal legal expenses)). (j) On or before the Closing Date, the Borrower shall have been concurrently terminated performed in all material respects all agreements which this Agreement provides shall be performed on terms satisfactory or before the Closing Date. (k) Simultaneously with the making of the Loans by the Lenders, the Borrower shall have delivered to the Agent and (iii) Lenders an Officers' Certificate from the Agent shall have received evidence of such termination Borrower in form and substance satisfactory to the AgentLenders, certifying as to the matters specified in Sections 3.2(a)(i) and (ii) and that the other conditions set forth in this Section 3.1 are satisfied on and as of the Closing Date. (fl) None of the Borrower, the Tribe or Twenty-Nine Palms Enterprises Corporation shall have sustained any loss or interference with respect to its businesses or properties from fire, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, which loss or interference, in the sole judgment of the Lenders, has had or could reasonably be expected to have a Material Adverse Effect. (m) The ABF making of the Loans in the manner contemplated in this Agreement shall not violate the applicable provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve Board or any other regulation of the Board. (n) The proposed terms of the Management Agreement shall be satisfactory in all respects to the Lenders. (o) The documents evidencing the Bank Loan shall (i) be in form and substance satisfactory to the Lenders, and (ii) have been duly executed and delivered and shall be in full force and effect and there shall have been no default shall exist continuing Default of Events of Default thereunder. (g) The Agent ; and the initial advance under the Bank Loan shall be satisfied made contemporaneously with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to the Closing Dateinitial advance hereunder. (h) Total Excess Availability (after giving effect to the effectiveness of this Agreement and the ABF Agreement) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is and the obligations of the Bank hereunder shall be subject to the satisfaction (or substantially simultaneous satisfaction) of the following conditions precedent: (a) The Agent the Borrower will have executed and delivered this Agreement and the Note; (b) the Borrower will have executed and delivered to the Bank the First Amendment to the Year 2000 Agreement and the Second Amendment to the 1997 Agreement; (c) the Borrower will have otherwise fully complied with all of the terms and conditions of the Loan Documents; (d) the Borrower will have delivered to the Bank the following, in form and substance acceptable to the Bank: (i) a copy of the certificate of incorporation of Borrower certified by the Secretary of State of Delaware; (ii) a copy of the bylaws of the Borrower certified by its Secretary; (iii) a copy of resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance by the Borrower of (i) this Agreement, any Note, the Loan Documents and all instruments and documents provided for herein or therein, (ii) the First Amendment to Year 2000 Agreement, and (iii) the Second Amendment to the Year 1997 Agreement, certified by the Secretary of the Borrower; (iv) a good standing certificate for the Borrower, dated as of a date not more than ten (10) days prior to the Closing Date from the Secretary of State of the State of Delaware; (v) an incumbency certificate with respect to the officers of the Borrower, Certified by its Secretary; and (vi) evidence that Borrower is qualified to do business in the State of Washington and is in good standing as a foreign corporation in such state. (e) the legal counsel of the Borrower will have delivered to the Bank such legal counsel's favorable legal opinion as to the due organization, existence, qualification to do business, and good standing of the Borrower, the due authorization, execution and enforceability of this Agreement, the other Loan Documents, the First Amendment to Year 2000 Agreement and the Second Amendment to Year 1997 Agreement, the absence of pending and threatened litigation, the non-contravention of other documents, instruments, laws, and regulations, and such other matters as the Bank may reasonably require, in form and substance reasonably satisfactory to the Bank; (f) the Bank shall have received all fees and expenses (including, but not limited towithout limitation, Bank's reasonable legal fees and expenses incurred in the negotiation and preparation of the Loan Documents, the First Amendment to Year 2000 Agreement and the Second Amendment to Year 1997 Agreement, and any other fees and expenses of counsel to the AgentBank for UCC searches or filing fees) required to be paid on the Closing Date, pursuant to the terms of this Agreement and each Fee Letter and the Annex thereto. (b) The Agent shall have received Bank on or before the Closing Date, ; and (g) all representations and warranties of the following, each (unless otherwise indicated) dated Borrower contained herein are true and correct in all material respects as of the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory to the Agent: (i) This Agreement, duly Borrower will have executed and delivered by the Seller and the Servicer; (ii) The Receivables Sale Agreement, duly executed by the Seller and each Originator, together with: (A) Proper financing statements naming each Originator to Bank such certificates with respect thereto as debtor, the Seller as secured party and the Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Agreement; (B) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator; (C) The Consent and Agreement, duly executed by the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names and true signatures of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (ix) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters as the Agent Bank may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably requestrequire. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination in form and substance satisfactory to the Agent. (f) The ABF Agreement shall be in full force and effect and no default shall exist thereunder. (g) The Agent shall be satisfied with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to the Closing Date. (h) Total Excess Availability (after giving effect to the effectiveness of this Agreement and the ABF Agreement) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this This Agreement is subject will become effective on the date (the “Effective Date”) at which the Agent will confirm to the Lenders and the Borrower that the following conditions precedent have been fulfilled to the satisfaction (or substantially simultaneous satisfaction) of the following conditions precedentAgent and Lenders: (a) The the Agent shall have received all fees and expenses (including, but not limited to, reasonable fees and expenses of counsel to the Agent) required to be paid on the Closing Date, pursuant to the terms of this Agreement and each Fee Letter and the Annex thereto. (b) The Agent shall Lenders must have received on or before the Closing Date, the following, each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified)received, in form and substance reasonably satisfactory to them, each of the Agentfollowing documents: (i) This Agreement, duly executed and delivered by a certified copy of the Seller and the Servicerconstating documents of each Material Credit Party; (ii) The Receivables Sale Agreement, duly executed by a certified copy of the Seller documents evidencing the authority and each Originator, together with: (A) Proper financing statements naming each Originator as debtor, the Seller as secured party and the Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Agreement; (B) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator; (C) The Consent and Agreement, duly executed by the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B attesting to the Receivables Sale Agreement, payable to authenticity of the order signatures of the Persons acting on behalf of each Originator, and duly executed by the SellerMaterial Credit Party; (iii) The Equistar Undertaking, duly executed and delivered by Equistara certificate of good standing in respect of each Material Credit Party; (iv) a Corporate Structure Chart; (xv) A Lock-Box Agreement the Security Documents required to be delivered pursuant to Article 9 and evidence of all related required registrations, notifications or filings in all relevant jurisdictions; (vi) the original certificates evidencing the equity interests pledged under the Security together with stock transfer powers (as applicable); (vii) a certificate evidencing the insurance coverage, for any new Material Credit Party, required to be maintained by the Credit Parties pursuant to this Agreement, and endorsements of those policies each Lock-Box Bank, executed by such Lock-Box Bank, showing loss payable to the Agent and showing the Seller, the Servicer or Agent as an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Serviceradditional insured under all liability policies, as applicable; (vviii) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A a copy of all Metal Purchase Contracts, which has not already been delivered to the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names and true signatures of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement Agent and the other Transaction Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) aboveLenders; (ix) A a certificate by a senior financial officer of a Principal Financial Officer the Borrower as to matters of each Transaction Party fact, and certifying that that: (A) the conditions set forth representations and warranties of the Credit Parties contained in Sections 3.1(a), (b), (c), (e), (f) the Credit Documents are true and accurate in all material respects; and (hB) have been satisfiedno Default has occurred and is continuing; (x) A certificate all documentation and other information required by the Lenders to satisfy their respective “Know Your Client” obligations and the requirements of a Principal Financial Officer of each of the Seller and Originators stating any Anti-Money Laundering Laws that such Transaction Party is Solvent after giving effect have been reasonably requested in writing not less than five Business Days prior to the transactions contemplated hereunder and under Effective Date by the other Transaction DocumentsAgent or any Lender; (xi) Proper financing statements naming legal opinions addressed to the Seller, as debtor, Agent and the Agent, Lenders from counsel to the Credit Parties relating to such matters as secured party, to be filed under the UCC of all jurisdictions that the Agent and the Lenders may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originatorreasonably require; and (xiiib) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially all fees and expenses owing by the form of Exhibit I-2 hereto and as to such other matters as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel Borrower to the Agent, the Lenders and their counsels as at the Agent may reasonably request. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall Effective Date have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall will be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated therebypaid on such date. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination in form and substance satisfactory to the Agent. (f) The ABF Agreement shall be in full force and effect and no default shall exist thereunder. (g) The Agent shall be satisfied with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to the Closing Date. (h) Total Excess Availability (after giving effect to the effectiveness of this Agreement and the ABF Agreement) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness obligation of Lender to be bound under the terms of this Agreement from and after its execution and delivery is subject to the fulfillment, to the satisfaction (or substantially simultaneous satisfaction) of Lender, of each of the following conditions precedentprecedent set forth below: (a) The Agent Borrowers shall have received all paid the fees and expenses (including, but not limited to, reasonable fees and expenses of counsel to the Agent) required to be paid to Lender by Borrowers on or prior to the Closing Date, Date pursuant to the terms of this Agreement and each Fee Letter and the Annex thereto.set forth in Section 2.11(b); (b) The Agent Lender shall have received a UCC Filing Authorization Letter, duly executed by each Borrower and each Guarantor that was not a Borrower or Guarantor under the Prior Loan Agreement, together with appropriate financing statements on Form UCC-1 duly filed in such office or before offices as may be necessary or, in the Closing DatePermitted Discretion of Lender, desirable to perfect the followingLender’s Liens in and to the Collateral, and Lender shall have received searches reflecting the filing of all such financing statements; (c) Lender shall have received each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified)following documents, in form and substance reasonably satisfactory to Lender in the Agentexercise of its Permitted Discretion, duly executed, and each such document shall be in full force and effect: (i) This Agreement, duly executed and delivered by the Seller and the Servicer;Fee Letter, (ii) The Receivables Sale the Cash Management Agreements, (iii) the Control Agreements, (iv) the Disbursement Letter with respect to any Advance to be borrowed on the Closing Date, (v) the Guaranty, (vi) the Guarantor Security Agreement, (vii) the Intercompany Subordination Agreement, (viii) the Officers’ Certificate, (ix) the Subsidiary Stock Pledge Agreement, duly executed by together with all certificates representing the Seller and each Originatorshares of Stock pledged thereunder, together with:as well as Stock powers with respect thereto endorsed in blank, and (Ax) Proper financing statements naming each Originator as debtor, the Seller as secured party and the Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Trademark Security Agreement; (Bd) Proper financing statement terminations or releases, if any, necessary to release the tender period for the Existing Notes shall have expired and at least 75% of the outstanding principal balance of all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originatorsuch Existing Notes shall have been tendered for payment; (Ce) The Consent and Agreement, duly Lender shall have received copies of all material agreements executed by or delivered in connection with the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the SellerSenior Note Offering; (iiif) The Equistar Undertaking, duly executed and delivered by Equistar[INTENTIONALLY OMITTED]; (ivg) (x) A Lock-Box all conditions precedent to the funding of the Senior Note Offering, other than the effectiveness of this Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Sellerfiling of the certificate of merger, the Servicer or an Originatorshall have been satisfied and evidence thereof, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the AgentLender, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicableshall have been delivered to Lender; (vh) The Intercreditor Agreement duly Lender shall have received copies of all material agreements executed by each party theretoor delivered in connection with the Acquisition; (vii) Good standing certificates (or equivalent) issued by the Secretary of State all conditions precedent to consummation of the jurisdiction Acquisition, other than filing of incorporation the certificate of each Transaction Partymerger and consummation of the Senior Note Offering, shall have been satisfied and evidence thereof, reasonably satisfactory to Lender, shall have been delivered to Lender; (viij) A copy Borrowers shall have Excess Availability of $20,000,000.00 on the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction PartyClosing Date and Lender shall have received evidence thereof, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Partyreasonably satisfactory to Lender; (viiik) A Lender shall have received the results of a field audit of Borrowers and Guarantors satisfactory to Lender in its sole discretion; (l) Lender shall have received a certificate of from the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names and true signatures of each officer of such Transaction Party that has been authorized Borrower attesting to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction PartyBorrower’s Board board of Directors (or equivalent governing body) approving and directors authorizing the its execution, delivery delivery, and performance of this Agreement and the other Transaction Loan Documents to which it such Borrower is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) authorizing specific officers of such Transaction Party from Borrower to execute the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) abovesame; (ixm) A certificate of a Principal Financial Officer Lender shall have received copies of each Transaction Party certifying that Borrower’s Governing Documents, as amended, modified, or supplemented to the conditions set forth in Sections 3.1(a)Closing Date, (b), (c), (e), (f) and (h) have been satisfiedcertified by the Secretary or an Assistant Secretary of such Borrower; (xn) A Lender shall have received a certificate of a Principal Financial Officer of status with respect to each Borrower, dated within 30 days of the Seller and Originators stating Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Borrower, which certificate shall indicate that such Transaction Party Borrower is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documentsin good standing in such jurisdiction; (xio) Proper financing statements naming Lender shall have received certificates of status with respect to each Borrower, each dated within 30 days of the SellerClosing Date, as debtor, and the Agent, as secured party, such certificates to be filed under issued by the UCC appropriate officer of all the jurisdictions that (other than the Agent may deem necessary jurisdiction of organization of such Borrower) in order to perfect the ownership interests created or purported which its failure to be created by the Transactions Documentsduly qualified would constitute a Material Adverse Change, which certificates shall indicate that such Borrower is in good standing in such jurisdictions; (xiip) Proper financing statement terminations Lender shall have received a certificate from the Secretary or releasesan Assistant Secretary of each Guarantor attesting to the resolutions of such Guarantor’s Board of Directors authorizing its execution, if anydelivery, necessary and performance of the Loan Documents to release all security interests which such Guarantor is a party and other rights authorizing specific officers of any Person in such Guarantor to execute the Pool Receivablessame; (q) Lender shall have received copies of each Guarantor’s Governing Documents, Contractsas amended, Related Security modified, or Collections previously granted supplemented to the Closing Date, certified by the Seller Secretary or any Originator; andan Assistant Secretary of such Guarantor; (xiiir) Favorable opinions Lender shall have received a certificate of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion status with respect to each Guarantor, dated within 30 days of the sale Closing Date, such certificate to be issued by the appropriate officer of Receivable Assets under and as defined the jurisdiction of organization of such Guarantor, which certificate shall indicate that such Guarantor is in the Receivables Sale Agreement from each Originator to the Seller, good standing in such jurisdiction; (2s) an opinion Lender shall have received certificates of status with respect to the non-substantive consolidation each Guarantor, each dated within 30 days of the Seller with each other Transaction Party or any of its Affiliates in a case under Closing Date, such certificates to be issued by the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability appropriate officer of the Transaction Documents, compliance with all laws and regulations jurisdictions (including Regulation U other than the jurisdiction of the Board), the perfection organization of all ownership and other interests purported such Guarantor) in which its failure to be granted under the Transaction Documentsduly qualified would constitute a Material Adverse Change, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably request.which certificates shall indicate that such Guarantor is in good standing in such jurisdictions; (ct) Each of the Seller, the Originators and the Servicer Lender shall have received all necessary governmental a certificate of insurance, together with the endorsements thereto, as are required by Section 6.7, the form and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition substance of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation which shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby.satisfactory to Lender; (du) The Purchasers Lender shall have received and be satisfied with (i) audited financial statements the opinion of Equistar Xxxxxx & Xxxxxx, L.L.P., as counsel to Borrowers and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Domestic Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination in form and substance satisfactory to Lender in the Agent.exercise of its Permitted Discretion; (fv) The ABF Lender shall have received satisfactory evidence (including a certificate of the chief accounting officer of Parent) that all tax returns required to be filed by Borrowers and their Domestic Subsidiaries have been timely filed and all taxes upon Borrowers and their Domestic Subsidiaries or their properties, assets, income, and franchises (including Real Property taxes, sales taxes, and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of Permitted Protests; (w) Lender shall have received completed reference checks (including compliance with the U.S. Patriot Act) with respect to all Borrowers, Guarantors and their respective members of senior management, the results of which shall be satisfactory to Lender in its Permitted Discretion; (x) Borrowers shall have paid all Lender Expenses theretofore incurred and invoiced in connection with the transactions evidenced by this Agreement; (y) Borrowers and each of their Domestic Subsidiaries shall have received all licenses, approvals or evidence of other actions (if any) required by any Governmental Authority in connection with the execution and delivery by Borrowers or their Domestic Subsidiaries of the Loan Documents or with the consummation of the transactions contemplated thereby; (z) No Material Adverse Change shall have occurred between November 30, 2006, and the Closing Date and be continuing, as determined by Lender in its Permitted Discretion; (aa) Lender shall be satisfied that it has been granted a perfected, first priority lien on the Collateral (subject to Permitted Liens) and shall have received UCC, tax and judgment lien searches and other appropriate evidence evidencing the absence of any other liens on the Collateral, subject to Permitted Liens and other liens acceptable to Lender in the exercise of its Permitted Discretion; (bb) Lender shall be satisfied in its sole discretion and acceptable to Lender’s senior credit committee, with results of (i) a review the Borrowers’ Books and Records limited to information entered in such Books and Records or relating to events occurring on or after March 1, 2006, and (ii) a review of the Borrowers’ Closing Date Business Plan; (cc) Lender shall have completed its legal due diligence, including without limitation, with respect to ERISA, environmental, tax, labor, bankruptcy, pension and accounting matters, with results satisfactory to Lender; and (dd) All other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded (as appropriate) and shall be in full force form and effect and no default shall exist thereundersubstance satisfactory to Lender in the exercise of its Permitted Discretion. (g) The Agent shall be satisfied with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to the Closing Date. (h) Total Excess Availability (after giving effect to the effectiveness of this Agreement and the ABF Agreement) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the satisfaction (or substantially simultaneous satisfaction) fulfillment of the following conditions precedent: (a) The Administrative Agent shall have received all fees and expenses (includingreceived, but not limited to, reasonable fees and expenses of counsel to the Agent) required to be paid on the Closing Date, pursuant to the terms of this Agreement and each Fee Letter and the Annex thereto. (b) The Agent shall have received on or before the Closing Date, the following, each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory to the Agenteach Lender (except where otherwise specified below) and (except for any Promissory Notes) in sufficient copies for each Lender: (i) This AgreementCertified copies of the resolutions of the Board of Directors, duly executed and delivered by or of the Seller and Executive Committee of the Servicer; Board of Directors (ii) The Receivables Sale Agreementor persons performing similar functions), duly executed by of the Seller Borrower, each Guarantor and each Originatorother Grantor (each a "LOAN PARTY") authorizing each such Loan Party to enter into each Loan Document to which it is, together with: (A) Proper financing statements naming each Originator as debtoror is to be, the Seller as secured party a party, and the Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem documents evidencing other necessary in order to perfect the Seller’s interests created corporate or purported to be created by the Receivables Sale Agreement; (B) Proper financing statement terminations or releasesother action and Governmental Approvals, if any, necessary with respect to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator;each such Loan Document. (C) The Consent and Agreement, duly executed by the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viiiii) A certificate of the Secretary or an Assistant Secretary of each Transaction Loan Party certifying the names, true signatures and incumbency of (A) the names and true signatures of each officer officers of such Transaction Loan Party that has been authorized to execute sign the Loan Documents to which it is, or is to be, a party, and deliver any Transaction Document or the other document required hereunder documents to be executed delivered hereunder and delivered by or on behalf of such Transaction Party, thereunder and (B) the representatives of such Loan Party authorized to sign notices to be provided under the Loan Documents to which it is, or is to be, a party, which representatives shall be acceptable to the Administrative Agent. (iii) Copies of the Certificate of Incorporation and by-laws (or equivalent Constituent Documentcomparable constitutive documents) of each Loan Party, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of each such Transaction Loan Party. (iv) Good Standing Certificates (or other similar certificate) for each of the Loan Parties, issued by the Secretary of State of the jurisdiction of organization of each such Loan Party as of a recent date. (v) The Guaranty, duly executed by each Guarantor. (vi) The Pledge Agreements, duly executed by the Borrower and each Grantor, as applicable. (vii) A certified copy of Schedule I hereto, in form and substance reasonably satisfactory to the Administrative Agent setting forth: (A) all Project Finance Debt of the Consolidated Subsidiaries, together with the Borrower's Ownership Interest in each such Consolidated Subsidiary, as of February 28, 2003; and (B) debt (as such term is construed in accordance with GAAP) of the Loan Parties as of February 28, 2003. (viii) A certificate, executed by a duly authorized officer of the Borrower, (a) confirming that attached thereto is a true, correct and complete copy of the Enterprises 2003 Credit Agreement, as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party Closing Date and (Db) certifying that there have been no changes as of December 31, 2002 the Borrower was in compliance with the requirements of Section 4.4 of the AIG Pledge Agreement (which certificate of incorporation (or equivalent Constituent Document) of shall set forth in reasonable detail the calculations upon which the Borrower determined such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above;compliance). (ix) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of of: (A) Xxxxxx X. X’XxxxxXxxxxxx Xxxxxxxx, Esq., Deputy General Counsel of Equistarthe Borrower and counsel for the other Loan Parties, in substantially the form of Exhibit I-2 hereto C and as to such other matters as the Agent Required Lenders, through the Administrative Agent, may reasonably request, ; and (B) Xxxxx Xxxxx L.L.P.Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Transaction Parties, Loan Parties in substantially the forms form of Exhibit I-1 D and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Administrative Agent may reasonably request. (cx) Each Duly executed copies of a Reaffirmation in the form of Attachment A attached hereto from each of the Seller, the Originators Borrower's Subsidiaries identified thereon. (b) The following statements shall be true and the Servicer Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower, dated the Closing Date and in sufficient copies for each Lender stating that: (i) the representations and warranties set forth in Section 6.01 of this Agreement are true and correct on and as of the Closing Date as though made on and as of such date, (ii) no event has occurred and is continuing that constitutes a Default or an Event of Default, and (iii) all necessary governmental and third party consents and approvals Governmental Approvals necessary in connection with Transaction the Loan Documents and the transactions contemplated thereby (without the imposition of any conditions that have been obtained and are not reasonably acceptable to the Purchasers) in full force and shall remain in effect, and all applicable governmental filings (except for third party approvals necessary or advisable in connection with the UCC financing statements referred to in this Section 3.1) shall have been made Loan Documents and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated therebythereby have been obtained and are in full force and effect, other than filings necessary to create or perfect security interests in the Collateral or as may be required under applicable energy, antitrust or securities laws in connection with the exercise of remedies with respect to certain Collateral. (dc) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Administrative Agent shall have received evidence of such termination in form and substance satisfactory to the Agent. (f) The ABF Agreement shall be in full force and effect and no default shall exist thereunder. (g) The Agent shall be satisfied with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior it that all financing statements relating to the Closing Date. (h) Total Excess Availability (after giving effect Collateral have been completed for filing or recording and/or filed, and all certificates representing capital stock or other ownership interests included in the Collateral have been delivered to the effectiveness of this Agreement and the ABF Agreement) shall be at least $300,000,000 on the Closing Date. The Collateral Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties hereto(with duly executed stock powers).

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this This Agreement is (and the amendments set forth herein) shall be subject to the satisfaction (or substantially simultaneous satisfaction) waiver of the following conditions precedent:precedent (the date on which such conditions precedent are so satisfied or waived, the “Third Amendment Effective Date”): (a) The the Administrative Agent shall have executed this Agreement and shall have received an executed signature page to this Agreement (including in the form of an Amendment Consent) from (i) the Amendment No. 3 Term Lender, (ii) each Consenting Term Lender, (iii) Lenders constituting the Required Lenders (as defined in the Credit Agreement) immediately prior to the Third Amendment Effective Date and (iv) each of the Loan Parties; (b) the Administrative Agent shall have received all fees and expenses a favorable opinion of (includingA) Cravath, but not limited toSwaine & Xxxxx LLP, reasonable fees and expenses of special New York counsel to the Agent) required to be paid on the Closing DateLoan Parties, pursuant addressed to the terms of this Agreement Administrative Agent and each Fee Letter and the Annex thereto. (b) The Agent shall have received on or before the Closing Date, the following, each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified)Lender, in form and substance reasonably satisfactory to the Agent: (i) This Agreement, duly executed Administrative Agent and delivered by the Seller and the Servicer; (ii) The Receivables Sale Agreement, duly executed by the Seller and each Originator, together with: (A) Proper financing statements naming each Originator as debtor, the Seller as secured party and the Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Agreement; (B) Proper financing statement terminations or releasesXxxxxxxx & Shohl, if anyas special Kentucky counsel to the Loan Parties, necessary addressed to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator; (C) The Consent and Agreement, duly executed by the Seller Administrative Agent and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreementLender, in form and substance reasonably satisfactory to the Administrative Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (vc) The Intercreditor Agreement duly executed the Borrower shall have paid (i) to the Administrative Agent and the Amendment No. 3 Arrangers, all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Amendment No. 3 Arrangers, as applicable (but including, in any event, without limitation, the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent), (ii) the Administrative Agent, for the ratable account of the Amendment No. 3 Arrangers, the fees in the amounts previously agreed to be paid on the Third Amendment Effective Date pursuant to that certain Engagement Letter, dated May 8, 2018, as supplemented by each party theretothat certain Joinder to the Engagement Letter, dated May 21, 2018, by and among the Borrower and the Amendment No. 3 Arrangers; and (iii) to the Administrative Agent, for the ratable benefit of the Lenders holding Existing Term B Loans, all accrued and unpaid interest to, but not including, the Third Amendment Effective Date, with respect to the Existing Term B Loans; (vid) Good standing certificates (or equivalent) issued by the Secretary of State of Borrower shall have delivered to the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of Administrative Agent a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary Borrower dated as of each Transaction Party the Third Amendment Effective Date signed by a Responsible Officer certifying (A) that, before and after giving effect to this Agreement, the names representations and true signatures warranties contained in Article V of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Credit Agreement and the other Transaction Loan Documents are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Third Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which it is a party case they are true and (D) that there have been no changes correct in the certificate of incorporation all material respects (or equivalent Constituent Documentin all respects, as the case may be) as of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) aboveearlier date; (ixe) A certificate no Event of a Principal Financial Officer of each Transaction Party certifying that the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) Default has occurred and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each is continuing on and as of the Seller Third Amendment Effective Date and Originators stating that such Transaction Party is Solvent immediately after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any OriginatorAmendment; and (xiiif) Favorable opinions of (A) Xxxxxx X. X’Xxxxxthe Administrative Agent shall have received, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and no later than three (3) an opinion relating Business Days prior to the enforceability of the Transaction DocumentsThird Amendment Effective Date, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably request. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar all documentation and its Consolidated Subsidiaries for other information about the Fiscal Year ending December 31, 2002 Loan Parties that is required by independent nationallyregulatory authorities under applicable “know your customer” and anti-recognized public accountants which statements shall be unqualified, money laundering rules and regulations including the Patriot Act as has been reasonably requested in writing by the Administrative Agent at least ten (10) days prior to the Third Amendment Effective Date and (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiariesa Beneficial Ownership Certification in relation to the Borrower, through if the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable Borrower qualifies as a “legal entity customer” under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination in form and substance satisfactory to the AgentBeneficial Ownership Regulation. (f) The ABF Agreement shall be in full force and effect and no default shall exist thereunder. (g) The Agent shall be satisfied with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to the Closing Date. (h) Total Excess Availability (after giving effect to the effectiveness of this Agreement and the ABF Agreement) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this This Agreement is (and the amendments set forth herein) shall be subject to the satisfaction (or substantially simultaneous satisfaction) waiver of the following conditions precedent:precedent (the date on which such conditions precedent are so satisfied or waived, the “Fourth Amendment Effective Date”): (a) The the Administrative Agent shall have received all fees and expenses (including, but not limited to, reasonable fees and expenses of counsel to the Agent) required to be paid on the Closing Date, pursuant to the terms of executed this Agreement and each Fee Letter shall have received an executed signature page to this Agreement from (i) Lenders constituting the Required Lenders (as defined in the Credit Agreement) immediately prior to the Fourth Amendment Effective Date and (ii) the Annex thereto.Borrower; (b) The Agent the Borrower shall have received on or before paid to the Closing DateAdministrative Agent all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent (but including, in any event, without limitation, the followingreasonable fees, each charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent) incurred in connection with this Agreement to the extent such costs and expenses are reimbursable in accordance with Section 10.04 of the Credit Agreement; (unless otherwise indicatedc) the Borrower shall have delivered to the Administrative Agent a certificate of the Borrower dated as of the Closing Fourth Amendment Effective Date signed by a Responsible Officer certifying that, before and after giving effect to this Agreement, the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct in all material respects (unless otherwise specified)except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Fourth Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in form which case they are true and substance reasonably satisfactory to the Agent: correct in all material respects (i) This Agreement, duly executed and delivered by the Seller and the Servicer; (ii) The Receivables Sale Agreement, duly executed by the Seller and each Originator, together with: (A) Proper financing statements naming each Originator as debtor, the Seller as secured party and the Agentor in all respects, as assignee, to be filed under the UCC case may be) as of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Agreement; (B) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator; (C) The Consent and Agreement, duly executed by the Seller and each Originatorsuch earlier date; and (Dd) A Subordinated Note, in substantially the form no Event of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, Default has occurred and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed is continuing on and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names Fourth Amendment Effective Date and true signatures of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (ix) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent immediately after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably requestthis Agreement. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination in form and substance satisfactory to the Agent. (f) The ABF Agreement shall be in full force and effect and no default shall exist thereunder. (g) The Agent shall be satisfied with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to the Closing Date. (h) Total Excess Availability (after giving effect to the effectiveness of this Agreement and the ABF Agreement) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is and any Conduit Lender's and any Secondary Lender's obligations hereunder shall be subject to the satisfaction (or substantially simultaneous satisfaction) of conditions precedent that the following conditions precedent: (a) The Program Agent and each Managing Agent shall have received all fees and expenses (including, but not limited to, reasonable fees and expenses of counsel to the Agentor waived receipt thereof) required to be paid on the Closing Date, pursuant to the terms of this Agreement and each Fee Letter and the Annex thereto. (b) The Agent shall have received on or before the Closing Date, initial Borrowing Date the following, each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory to each Managing Agent in sufficient copies for the AgentConduit Lenders and the Secondary Lenders: (ia) This Agreement, each of the Program Documents duly executed and delivered by the Seller parties thereto, which shall each be in full force and the Servicereffect; (b) the Prospectus; (c) the signed opinions of counsel to the Borrower and the Adviser addressed to the Program Agent, each Managing Agent, each Conduit Lender and each Secondary Lender as to such matters as the Managing Agents shall have reasonably requested; (d) if requested by any Conduit Lender or any Secondary Lender pursuant to Section 2.03 on or prior to the Closing Date, an Advance Note duly executed and completed by the Borrower to such Conduit Lender or such Secondary Lender, as applicable; (e) copies of all Governmental Authorizations, material Private Authorizations and Governmental Filings, if any, which may be required to be made or obtained by the Borrower in connection with the transactions contemplated by this Agreement; (f) a certificate of the Secretary or Assistant Secretary of each of the Borrower and the Adviser certifying (i) as to its certificate of incorporation or declaration of trust, as applicable and by-laws, (ii) The Receivables Sale Agreementas to the resolutions of its Board of Directors or Board, duly executed by of Trustees, as applicable, approving this Agreement and the Seller other Program Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Program Documents to which it is a party are true and correct in all material respects, and (iv) the incumbency and specimen signature of each Originator, together with:of its officers authorized to execute the Program Documents to which it is a party; (Ag) Proper copies of proper financing statements naming each Originator the Borrower as debtor, debtor and the Seller Program Agent as secured party and the Agentto, as assignee, to be filed under the UCC of in all jurisdictions that the Agent Managing Agents may deem necessary or desirable in order to perfect the Seller’s Program Agent's interests created or purported to be created in the Pledged Collateral contemplated by the Receivables Sale this Agreement; (Bh) Proper copies of proper termination financing statement terminations or releasesstatements, if any, necessary to release all security interests and other rights Adverse Claims of any Person in the Receivables, Related Security, Collections or Contracts Assets of the Borrower previously granted by any Originatorthe Borrower; (Ci) The Consent completed requests for information, dated on or before the date of the initial Borrowing Date, listing all effective financing statements filed in the jurisdictions referred to in subsection (g) above that name the Borrower (under its present name and Agreementany previous name) as debtor, duly executed by the Seller and each Originatortogether with copies of such other financing statements; and (Dj) A Subordinated Notea pro forma Investor Report, in substantially which shall evidence compliance with the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box BankBorrowing Base Test, the Agent Asset Coverage Test and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any certain other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State terms of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names and true signatures of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Program Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (ix) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and initial borrowing of Advances under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably requestthis Agreement. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination in form and substance satisfactory to the Agent. (f) The ABF Agreement shall be in full force and effect and no default shall exist thereunder. (g) The Agent shall be satisfied with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to the Closing Date. (h) Total Excess Availability (after giving effect to the effectiveness of this Agreement and the ABF Agreement) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the fulfillment, to the satisfaction (or substantially simultaneous satisfaction) of Agent, of each of the following conditions precedentprecedent set forth below: (a) The the Closing Date shall occur on or before April 2, 2004; (b) Agent shall have filed all financing statements required by Agent and Agent shall have received searches reflecting the filing of all fees and expenses (including, but not limited to, reasonable fees and expenses of counsel to the Agent) required to be paid on the Closing Date, pursuant to the terms of this Agreement and each Fee Letter and the Annex thereto.such financing statements; (bc) The Agent shall have received on or before the Closing Date, the following, each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified)following documents, in form and substance reasonably satisfactory to the Agent, duly executed, and each such document shall be in full force and effect: (i) This Agreement, duly executed and delivered by the Seller and the Servicer;Notes, (ii) The Receivables Sale the Pledge Agreement, duly executed by together with all certificates representing the Seller and each Originator, together with: (A) Proper financing statements naming each Originator as debtor, the Seller as secured party and the Agentinterests pledged thereunder, as assignee, to be filed under the UCC well as instruments of all jurisdictions that the Agent may deem necessary transfer with respect thereto endorsed in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Agreement; (B) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator; (C) The Consent and Agreement, duly executed by the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller;blank, (iii) The Equistar Undertaking, duly executed and delivered by Equistar;the Trademark Security Agreement, (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable;Intercompany Subordination Agreement, (v) The Intercreditor Agreement duly executed by each party thereto;the Fee Letter, (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party;a Credit Card Agreement from Xxxxx Fargo Merchant Services, L.L.C., and (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) Perfection Certificate of each Transaction Party, certified as of Borrower. (d) Agent shall have received a recent date by certificate from the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names and true signatures of each officer of such Transaction Party that has been authorized Borrower attesting to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Borrower's Board of Directors (or equivalent governing body) approving and authorizing the its execution, delivery delivery, and performance of this Agreement and the other Transaction Loan Documents to which it such Borrower is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) authorizing specific officers of such Transaction Party from Borrower to execute the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) abovesame; (ixe) A certificate of a Principal Financial Officer Agent shall have received copies of each Transaction Party certifying that Borrower's Governing Documents, as amended, modified, or supplemented to the conditions set forth in Sections 3.1(a)Closing Date, (b), (c), (e), certified by the Secretary of such Borrower; (f) and Agent shall have received a certificate of status with respect to each Borrower, dated within 25 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Borrower, which certificate shall indicate that such Borrower is in good standing in such jurisdiction; (g) Agent shall have received certificates of status with respect to each Borrower, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Borrower is in good standing in such jurisdictions; (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably request. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental a certificate of insurance, together with the endorsements thereto, as are required by Section 6.9, the form and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition substance of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation which shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum.satisfactory to Agent; (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence an opinion of such termination Borrowers' counsel in form and substance satisfactory to Agent; (j) Agent shall have received Projections (itemizing financial data on a monthly basis) for the fiscal year ended January 31, 2005; (k) Agent shall have received the initial Borrowing Base Certificate dated as of the Closing Date; (l) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to Agent; (m) Borrowers shall pay all Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (n) Borrowers shall have an Excess Availability of not less than $10,000,000; (o) Receipt by the Agent of the following: (i) Appraisal of the fair market value of the Thornton Colorado Facility, such appraisal to be in form and substance satisfactory to Agent and prepared by an appraiser satisfactory to Agent. (fii) The ABF Agreement Mortgage duly executed by Parent, granting Agent, for the benefit of the Lender Group, a first priority Lien in the Thornton Colorado Facility (subject to Permitted Liens). (iii) Mortgagee title insurance policies (or marked commitments to issue the same) for the Thornton Colorado Facility issued by a title insurance company satisfactory to Agent (each a "Mortgage Policy" and, collectively, the "Mortgage Policies") in amounts satisfactory to Agent assuring Agent that the Mortgage on the Thornton Colorado Facility are valid and enforceable first priority mortgage Liens on the Thornton Colorado Facility free and clear of all defects and encumbrances except Permitted Liens, and the Mortgage Policies otherwise shall be in full force form and effect and no default shall exist thereunder.substance satisfactory to Agent; (giv) The Agent a phase-I environmental report on the Thornton Colorado Facility; and (v) a real estate survey with respect to each parcel comprising the Thornton Colorado Facility; provided that the environmental consultants, appraisers and surveyors retained for such reports, appraisals or surveys, the scope of the reports, appraisals or surveys, and the results thereof shall be satisfied with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior acceptable to the Closing DateAgent in its Permitted Discretion. (h) Total Excess Availability (after giving effect to the effectiveness of this Agreement and the ABF Agreement) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of the amendment and restatement of the Existing Credit Agreement as set forth in this Agreement is shall be subject to the satisfaction (or substantially simultaneous satisfaction) of conditions precedent that each Program Document be in full force and effect and that the following conditions precedent: (a) The Agent shall have received all fees and expenses (including, but not limited to, reasonable fees and expenses of counsel to the Agent) required to be paid on the Closing Date, pursuant to the terms of this Agreement and each Fee Letter and the Annex thereto. (b) The Agent shall have received on or before the Closing Date, the following, each (unless otherwise indicated) dated as in form and substance reasonably satisfactory to the Agent and the Secondary Lenders parties hereto in sufficient copies for the Lenders and the Secondary Lenders: (i) duly executed copies of this Agreement from each of the Borrower, the Lenders, the Secondary Lenders and the Agent; (ii) duly executed copies of the Control Agreement from each of the Borrower, the Agent and the Custodian; (iii) duly executed copies of the Letter Agreement from the Advisor and the Agent; (iv) duly executed copies of the Fee Letter from the Borrower and the Agent; (v) duly executed copies of the Custodial Agreement from the Borrower and the Custodian; (vi) the signed opinions of counsel to the Borrower and the Advisor addressed to each Secured Party as to such matters as the Agent shall have reasonably requested; (vii) a certificate of the Secretary or Assistant Secretary of the Borrower certifying that the Prospectus, as delivered pursuant to Section 3.01 above and the Investment Policies and Restrictions have not been modified since the Closing Date Date; (unless otherwise specified)viii) a certificate of the Secretary or Assistant Secretary of each of the Borrower and the Advisor certifying (i) as to its declaration of trust, articles, by-laws or other organizational documents, as applicable, (ii) as to the resolutions of its Board of Directors or Board of Trustees, as applicable, approving this Agreement and the other Program Documents and the transactions contemplated thereby, (iii) that its representations and warranties set forth in the Program Documents are true and correct, and (iv) the incumbency and specimen signature of each of its officers authorized to execute the Program Documents; (ix) all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, which may be required in connection with the transactions contemplated by the Program Documents; (x) proper amendments to financing statements filed naming the Borrower as debtor and the Agent as secured party, under the UCC in all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent's first priority perfected interest in the Assigned Collateral; (xi) the results of a recent search by a Person reasonably satisfactory to the Agent of all UCC lien filings with respect to the Borrower, and such results shall be satisfactory to the Agent; (xii) from the Borrower and the Advisor such other instruments, certificates and documents as the Agent shall have reasonably requested, all in form and substance reasonably satisfactory to the Agent: (i) This Agreement, duly executed and delivered by the Seller and the Servicer; (ii) The Receivables Sale Agreement, duly executed by the Seller and each Originator, together with: (A) Proper financing statements naming each Originator as debtor, the Seller as secured party and the Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Agreement; (B) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator; (C) The Consent and Agreement, duly executed by the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names and true signatures of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (ix) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as evidence reasonably satisfactory to such other matters as the Agent may reasonably request, that (Bi) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially Custodian shall have established the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation Collateral Account (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator Control Agreement) and the Existing Custodian shall have transferred all of the Assigned Collateral and cash on deposit or to the Seller, Collateral Account (2as defined in the Existing Control Agreement) an opinion with respect to the non-substantive consolidation of Custodian for deposit in the Seller with each other Transaction Party or any of its Affiliates in a case Collateral Account maintained under the U.S. Bankruptcy CodeControl Agreement, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably request. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination in form and substance satisfactory to the Agent. (f) The ABF Agreement shall be in full force and effect and no default shall exist thereunder. (g) The Agent shall be satisfied with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to the Closing Date. (h) Total Excess Availability (after giving effect to the effectiveness of this Control Agreement and the ABF Agreement) Existing Custodial Agreement shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties heretohave each been terminated.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the satisfaction (or substantially simultaneous satisfactionwaiver in accordance with the terms hereof) of the following conditions precedent:(and, in the case of each document specified in this Section to be received by the Administrative Agent and the Lenders, such document shall be in form and substance satisfactory to the Administrative Agent and each Lender): (a) The Agent Parent and the Borrower shall have received all fees duly authorized, executed and expenses (includingdelivered this Agreement, but not limited to, reasonable fees and expenses of counsel each other party to the Agent) required to be paid on the Closing Date, pursuant to the terms of this Agreement shall have executed and each Fee Letter delivered this Agreement, and the Annex thereto.this Agreement shall be in full force and effect; (b) The Administrative Agent and the Lenders shall have received on certified copies of requests for information or before copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Closing DateParent, the following, each (unless otherwise indicated) dated Borrower or any Subsidiary as debtor and that are filed in their respective jurisdictions of incorporation or other organization as of the Closing Date date of such report, together with copies of such other financing statements that name Parent, the Borrower or any Subsidiary as debtor (unless otherwise specified), none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in form respect of which the Collateral Agent and substance the Lenders shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law or such other arrangements reasonably satisfactory to the Agent: (i) This Agreement, duly executed and delivered by the Seller Collateral Agent and the ServicerLenders shall have been made); (iic) The Receivables Sale Agreement, duly executed by the Seller and each Originator, together with: (A) Proper financing statements naming each Originator as debtor, the Seller as secured party and the Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Agreement[Reserved]; (Bd) Proper financing statement terminations As of the Effective Date, no Default or releasesEvent of Default shall have occurred and be continuing, if anyin each case, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originatorunder Section 5.14; (Ce) The Consent Administrative Agent and Agreementthe Lenders shall have received a certificate, duly executed dated the Effective Date and signed by an Authorized Officer of the Seller and each Originator; and Borrower, confirming compliance with the conditions precedent set forth in clause (Dd) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Sellerthis Section 4.01; (iiif) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Administrative Agent and the Seller, the Servicer or an Originator, as applicable, and Lenders shall have received (ya) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the certificate or articles or certificate of incorporation (or equivalent Constituent Document) formation document, including all amendments thereto, of each Transaction PartyParent and the Borrower, certified as of a recent date by the Secretary of State (or equivalent bodyother similar official) of the state of organization its organization, and a certificate as to the good standing of Parent and the Borrower as of a recent date, from such Transaction Party; Secretary of State; (viiib) A a certificate of the Secretary or an Assistant Secretary of each Transaction Party Parent and the Borrower dated the Effective Date and certifying (Ai) the names that attached thereto is a true and true signatures complete copy of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party Parent and the Borrower as in effect on the Effective Date and at all times since a date prior to the date of such certificationthe resolutions described in the following clause (ii), (Cii) that attached thereto is a true and complete copy of resolutions duly adopted by the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving of Parent and the Borrower authorizing the execution, delivery and performance of this Agreement and the other Transaction Credit Documents to which it Parent and the Borrower is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Effective Date, (Diii) that there have been no changes in the certificate or articles of incorporation (or other equivalent Constituent Document) formation document of such Transaction Party from Parent and the certificate Borrower has not been amended since the date of incorporation (or equivalent Constituent Document) delivered the last amendment thereto furnished pursuant to clause (viia) above, and (iv) as to the incumbency and specimen signature of each officer executing any Credit Document or any other document delivered in connection herewith on behalf of Parent and the Borrower; and (c) the certificate referred to in the foregoing clause (b) shall contain a certification by an Authorized Officer of Parent and the Borrower as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing such certificate pursuant to clause (b) above; (ixg) A certificate The Administrative Agent and the Lenders shall have received a copy of a Principal Financial Officer of each Transaction Party certifying the Asset Level Term Loan Commitment Letter and such Asset Level Term Loan Commitment Letter shall be in form and substance acceptable to the Required Lenders; provided that the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each draft of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to Asset Level Term Loan Commitment Letter via electronic mail at 6:33 p.m., New York time on June 15, 2020 shall be deemed acceptable for the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, and the Agent, as secured party, to be filed under the UCC purposes of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originatorthis Section 4.01(g); and (xiiih) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters as the The Administrative Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably request. (c) Each of the Seller, the Originators and the Servicer Lenders shall have received all necessary governmental a copy of the Investment Agreement and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation such Investment Agreement shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination in form and substance satisfactory acceptable to the AgentRequired Lenders. (f) The ABF Agreement shall be in full force and effect and no default shall exist thereunder. (g) The Agent shall be satisfied with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to the Closing Date. (h) Total Excess Availability (after giving effect to the effectiveness of this Agreement and the ABF Agreement) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is shall be subject to the satisfaction (or substantially simultaneous satisfaction) of each of the following conditions precedent:precedent (any of which Buyer may electively waive, in Buyer’s sole discretion): (ai) The Agent on or before the date hereof, Sellers shall deliver or cause to be delivered each of the documents listed on Exhibit E signed by or on behalf of each Seller and in form and substance satisfactory to Buyer and its counsel; (ii) as of the date hereof, there has been no material adverse change in the financial condition of any Seller since the most recent financial statements of such Person delivered to Buyer; (iii) as of the date hereof, no material action, proceeding or investigation shall have received been instituted or threatened, nor shall any material order, judgment or decree have been issued or proposed to be issued by any Governmental Authority with respect to any Seller; (iv) Sellers shall have delivered to Buyer opinions of counsel substantially in the form of Exhibit F and in form and substance satisfactory to Buyer and its counsel; (v) Sellers shall have delivered to Buyer such other documents, opinions of counsel and certificates as Buyer may reasonably request; (vi) Sellers shall have established, jointly and severally, the Accounts at Financial Institution and shall have deposited the Required Amount to the Cash Pledge Account; (vii) on or before the date hereof, Sellers, jointly and severally, shall have paid to the extent due all fees and out-of-pocket costs and expenses (including, but not limited to, reasonable including due diligence fees and expenses of counsel to the Agentand reasonable legal fees and expenses) required to be paid on the Closing Date, pursuant to the terms of under this Agreement and each Fee Letter and the Annex thereto. (b) The Agent shall have received on or before the Closing Date, the following, each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory to the Agent: (i) This Agreement, duly executed and delivered by the Seller and the Servicer; (ii) The Receivables Sale Agreement, duly executed by the Seller and each Originator, together with: (A) Proper financing statements naming each Originator as debtor, the Seller as secured party and the Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Agreement; (B) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator; (C) The Consent and Agreement, duly executed by the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names and true signatures of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (ix) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1viii) a “true sale” opinion private investigative report with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably request. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination in form and substance satisfactory to the Agent.Buyer, shall have been submitted to and approved by Buyer; and (fix) The ABF Agreement a third party audit of Sellers, in form and substance satisfactory to Buyer, shall be in full force have been submitted to and effect and no default shall exist thereunderapproved by Buyer. (g) The Agent shall be satisfied with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to the Closing Date. (h) Total Excess Availability (after giving effect to the effectiveness of this Agreement and the ABF Agreement) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to On the satisfaction (or substantially simultaneous satisfaction) Closing Date, at the time of the following conditions precedentmaking of the Term Loans, the initial Revolving Loans, the initial Swingline Loans and the issuance of the initial Letters of Credit hereunder: (a) The Agent shall have received all fees and expenses Obligations of all Borrowers incurred at or prior to such date (including, but not limited towithout limitation, the obligation of the Borrowers to pay the Fees due on the Closing Date and to reimburse the reasonable fees and expenses of King & Spalding and Theodore Goddard, special counsel to the Administrative Agent) required to be paid on the Closing Date, pursuant and xxx xxxxxxxx xxxable to the terms of this Agreement and each Fee Letter Arranger, the Administrative Agent and the Annex thereto.Lenders as previously agreed with any Borrower), shall have been paid in full, (b) The no action, proceeding, investigation, regulation or legislation shall have been instituted, or to the knowledge of any Borrowers, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of, this Agreement, the Offer Documents or the consummation of the transactions contemplated hereby or thereby, or which, in Administrative Agent's and the Required Lenders' reasonable discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement and the Offer Documents; (c) the Recommended Cash Offers shall have been unconditional in all respects and the Acquisition shall have been consummated in accordance with the terms of the Recommended Cash Offers and the related Acquistion Documents; (d) the Administrative Agent shall have received on or before the Closing Date, the following, each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory in all respects to the Administrative Agent:; (i) This Agreement, duly executed and delivered by the Seller and the Servicercounterparts of this Agreement; (ii) The Receivables Sale Agreementthe duly completed and executed Notes, (iii) the duly executed counterparts of the Fee Letter; (iv) the duly executed counterparts of the Security Agreements, together with (A) UCC-1 financing statements and other applicable documents under the laws of the jurisdictions of each Credit Party with respect to the perfection of the Liens granted under the Security Agreements, as requested by the Administrative Agent in order to perfect such Liens, duly executed by the Seller Credit Parties, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Credit Parties requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than Permitted Liens, (C) a Perfection Certificate duly completed and executed by each OriginatorCredit Party, (D) duly executed landlord waivers and/or warehouseman agreements with respect to all Inventory of the Domestic Borrower and its Domestic Subsidiaries to be included in the Borrowing Base and located at leased locations or in a warehouse, with the exception of the Beltline Site, unless Inventory is subsequently stored at the Beltline Site, and all availiable and executed landlord waivers and/or warehouseman agreements with respect to the Inventory of the Holdings Borrower, the Sterling Borrower and its UK Subsidiaries to be included in the Borrowing Base and located at leased locations or in a warehouse after using best efforts to obtain such landlord waivers and/or warehouseman agreements, and (E) in relation to the UK Security Agreement, original stock and share certificates evidencing the issued and outstanding share capital charged to the Administrative Agent pursuant to the UK Security Agreement and appropriate stock transfer forms executed in blank; (v) the duly executed counterparts of the Pledge Agreements, together with: with (A) Proper financing statements naming each Originator as debtororiginal stock certificates evidencing the issued and outstanding shares of capital stock pledged to the Administrative Agent pursuant to the Pledge Agreements, (B) stock powers executed in blank, and (C) the Seller as secured party and the Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Agreementoriginal Intercompany Notes; (Bvi) Proper financing statement terminations or releases, if any, necessary to release all security interests and the duly executed counterparts of the Guaranty Agreements other rights of any Person in than the Receivables, Related Security, Collections or Contracts previously granted by any OriginatorSterling Borrower Guaranty; (Cvii) The Consent and Agreement, duly executed by a certificate of the Seller and each Originator; and (D) A Subordinated Note, Borrowers in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, F attached hereto and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Partyappropriately completed; (viii) A certificate certificates of the Secretary or an Assistant Secretary (or comparable officer) of each Transaction Party Credit Party, attaching and certifying (A) the names and true signatures copies of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document its bylaws or other document required hereunder to be executed organizational documents and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board its boards of Directors (directors, or equivalent governing body) approving and the equivalent, authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it such Credit Party is a party and (D) that there have been no changes in certifying the certificate name, title and true signature of incorporation (or equivalent Constituent Document) each officer of such Credit Party executing the Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) aboveDocuments on such Credit Party's behalf; (ix) A certificate certified copies of a Principal Financial Officer the certified articles of incorporation or the equivalent, as the case may be, of each Transaction Party certifying that Credit Party, together with certificates of good standing or existence (or in the conditions set forth in Sections 3.1(acase of each member of the Sterling Borrower Group and the Holdings Borrower certified copies of its memorandum and articles, board resolutions and certificates of incorporation), (b), (c), (e), (f) as may be available from the jurisdiction of organization of such Credit Party and (h) have been satisfiedeach other jurisdiction where such Credit Party is required to be qualified to do business as a foreign corporation; (x) A certificate of a Principal Financial Officer of each duly executed Borrowing Base Certificate dated as of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction DocumentsClosing Date; (xi) Proper financing statements naming the Sellera duly executed Domestic Revolving Notice of Borrowing and Sterling Revolving Notice of Borrowing, as debtorif necessary, and the Agent, as secured party, to be filed under the UCC appropriate Sterling Revolving Notices of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions DocumentsContinuation and Domestic Revolving Notices of Conversion/Continuation; (xii) Proper financing statement terminations or releasesa disbursement letter executed by the Borrowers authorizing the disbursement of the Loans, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; andmade; (xiii) Favorable opinions certified copies of (A) Xxxxxx X. X’Xxxxxall consents, General Counsel Governmental Approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of EquistarLaw or by any Contractual Obligation of each Credit Party, in substantially connection with the form of Exhibit I-2 hereto execution, delivery, performance, validity and as to such other matters as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably request. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or any of the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar such consents, Governmental Approvals, authorizations, registrations, filings and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination in form and substance satisfactory to the Agent. (f) The ABF Agreement orders shall be in full force and effect and no default all applicable waiting periods shall exist thereunder.have expired; (gxiv) The Agent shall be satisfied with certificates of insurance, in form and detail acceptable to the results Administrative Agent, describing the types and amounts of a field examination insurance (property and liability) covering any of the Originators conducted tangible insurable Collateral maintained by CUSA’s internal auditors no more than 3 months prior the Consolidated Companies, in each case naming the Administrative Agent as loss payee or additional insured, as the case may be, together with a lender's loss payable endorsement in form and substance satisfactory to the Closing Date.Administrative Agent; (hxv) Total Excess Availability the favorable legal opinion of (after giving effect i) Janet P. Ailstock, Esq., counsel to the effectiveness Domestic Borrower; (xx) Xxxxxxxxx Xxxxx & Co., counsel to the Sterling Borrower, txx Xxxxxxxx Xxxrower and each other Foreign Subsidiary organized in the UK; and (iii) Johnson Stokes & Masters, special Hong Kong counsel to the Administrative Agent, each in form and substance satisfactory to the Lenders, addressed to the Administrative Agent and each of this Agreement the Lenders, and covering matters as the ABF AgreementLenders and Administrative Agent may request; (xvi) shall be if requested by at least $300,000,000 51% of the Lenders, receipt of satisfactory appraisals of all Accounts and Inventory of the Credit Parties to be pledged on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and upon additional request of at least 51% of the Lenders, together with satisfactory collateral audits of all Accounts, Inventory and other personal property of the Credit Parties requested by the Lenders (including field audit and survey conducted by the Administrative Agent or its designee); (xvii) certificates, reports and other information as the Administrative Agent may request from any Consolidated Company in order to satisfy itself as to the absence of any material liabilities or obligations arising from matters relating to employees of the Consolidated Companies, including employee relations, collective bargaining agreements, Plans, and other compensation and employee benefit plans; (xviii) certificates, reports, environmental audits and investigations, and other information as the Administrative Agent may request from any Consolidated Company in order to satisfy itself as to the absence of any material liabilities or obligations arising from environmental and employee health and safety exposures to which the Consolidated Companies may be subject, and the plans of the Consolidated Companies with respect thereto; (xix) certificates, reports and other information as the Administrative Agent may request from any Consolidated Company in order to satisfy the Administrative Agent as to the absence of any material liabilities or obligations arising from litigation (including without limitation, products liability and patent infringement claims) pending or threatened against the Consolidated Companies; (A) receipt and satisfactory review by the Administrative Agent of the consolidated financial statements of the Domestic Borrower and its Subsidiaries and the Sterling Borrower and its Subsidiaries for the fiscal years ended 1997, 1998 and 1999, including balance sheets, income and cash flow statements audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, or in the case of the financial statements of the Sterling Borrower and its Subsidiaries generally accepted accounting principles in the United Kingdom, (B) receipt and satisfactory review by the Administrative Agent of the financial statements required to be delivered pursuant to Section 7.14, and (C) such notice other financial information as the Administrative Agent may request; (xxi) Domestic Borrower's Pro Forma Balance Sheet and Projections in each case in form and substance satisfactory to the Administrative Agent; (xxii) a solvency certificate executed by the chief financinal officer, treasurer or executive vice president of each Credit Party; (xxiii) except as otherwise disclosed in public filings made with the Securities and Exchange Commission, there shall not have occurred a material adverse change since March 31, 2000, in the business, assets, liabilities (actual or contingent), operations, conditions (financial or otherwise) or prospects of the Consolidated Companies taken as a whole or in the facts and information regarding such entities as represented to date; (xxiv) the Administrative Agent's and Lenders' satisfaction with (a) the form and content of all agreements relating to other indebtedness of the Consolidated Companies, including waivers or similar forbearance agreements (in each case expiring no earlier than August 18, 2000) from creditors relating to all existing defaults, intercreditor agreements among the Administrative Agent, the Lenders and the other creditors of the Consolidated Companies and all collateral agency agreements, (b) the corporate capital and ownership structure of the Consolidated Companies (including articles of incorporation, bylaws and management of the Consolidated Companies) and (c) the status of all material litigation; (xxv) evidence of payment in full of certain existing credit facilities of the Consolidated Companies satisfactory to the Administrative Agent together with all releases, terminations and other documentation reasonably required by the Administrative Agent to reflect the termination of such facility and all liens and interests related thereto; (xxvi) certified copies of all Offer Documents and all documents required to be conclusive delivered pursuant thereto (including without limitation, (A) resolutions of the boards of directors of the Holdings Borrower approving the Acquisition, (B) copies of all consents, Governmental Approvals, and binding on permits necessary or advisable to be obtained in connection therewith), and (C) resolutions of Domestic Borrower approving the Acquisition; (xxvii) the duly executed counterparts of the Trademark Security Agreements and the Patent Security Agreement together with copies of lien search reports from the U.S. Patent and Trademark Office and the U.S. Copyright Office listing all parties Liens filed with respect to trademarks, patents, copyrights and licenses of the Credit Parties in the appropriate federal offices, none of which shall cover any of the collateral to be pledged to the Administrative Agent; (xxviii) a duly executed copy of the Syndication Agreement; (xxix) receipt of all other documents and information as Administrative Agent reasonably requests; (xxx) evidence that all existing facilities of the Borrowers have been or will, simultaneously with the drawing under the Term A Loan be, prepaid or repaid and cancelled, provided the existing facilities in favor of the Sterling Borrower and its subsidiaries may remain outstanding under conditions acceptable to the Administrative Agent and the Lenders; (xxxi) the duly executed counterparts of the Hong Kong Share Pledge and other documentation reasonably required by the Administrative Agent to effecutate the Hong Kong Share Pledge; (xxxii) copies of the NatWest L/C's; (xxxiii) the duly executed acknowledgement and consent of each Guarantor attached hereto.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement and the obligation of the Lender to make the initial Advance under this Agreement is subject to the satisfaction (satisfaction, on or substantially simultaneous satisfaction) prior to the Closing Date, of the following conditions precedent:precedent (all of which may be satisfied, deferred to a later deadline, or waived by the Lender in its sole discretion): (a) The Agent the Closing Date shall have received all fees and expenses (includingoccurred on or before December 30, but not limited to, reasonable fees and expenses of counsel to the Agent) required to be paid on the Closing Date, pursuant to the terms of this Agreement and each Fee Letter and the Annex thereto.2005; (b) The Agent the Lender shall have filed financing statements against Zanett Commercial Solutions, Inc. required by the Lender and the Lender shall have received on or before searches respecting Zanett Commercial Solutions, Inc., Back Bay Technologies, Inc., INRANGE Consulting Corporation, Paragon Dynamics, Inc., and Whitbread Technology Partners, Inc. with results satisfactory to the Closing Date, Lender; (c) the following, Lender shall have received each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified)following documents, in form and substance reasonably satisfactory to the AgentLender, duly executed, and each such document shall be in full force and effect: (i) This this Agreement, duly executed and delivered by the Seller and the Servicer;, (ii) The Receivables Sale Agreementthe Intellectual Property Security Agreement duly executed by Zanett Commercial Solutions, Inc., (iii) a Stock Pledge Agreement pursuant to which 100% of the equity of Zanett Commercial Solutions, Inc. shall have been pledged to the Lender, along with the originals of the stock certificates that are pledged and duly executed blank stock powers relating thereto, (iv) the First Amended and Restated Revolving Note in the principal amount of $5,000,000 duly executed by the Seller Borrowers to the Lender in form and each Originator, together with:substance satisfactory to the Lender, (Av) Proper financing statements naming each Originator as debtorevidence satisfactory to the Lender that, except for that certain promissory note in the principal amount of $500,000.00 made by Zanett, Inc. in favor of Xxxxx Xxxxxxxx, and that certain promissory note in the principal amount of $1,500,000.00 made by Paragon Dynamics, Inc. in favor of Emral Holdings Limited, the Seller promissory notes that were the subject of the Subordination Agreements executed in connection with the Original Loan Agreement have been substituted with appropriate promissory notes made on the same terms by Zanett Commercial Solutions, Inc. as secured party successor to the makers of such original promissory notes, and delivery to the Agent, as assignee, to be filed under the UCC Lender of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Agreement; (B) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator; (C) The Consent and Agreement, a duly executed by the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Subordination Agreement, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the AgentLender, with each depository bank maintaining any other Restricted Accountfrom the holder of such substituted promissory notes, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto;and (vi) Good standing certificates a W-9 form duly completed for Zanett Commercial Solutions, Inc.; (or equivalentd) issued by the Lender shall have received a certificate from the Secretary of State of the jurisdiction of incorporation of each Transaction Party; Borrower attesting to (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names and true signatures of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (Ci) the resolutions of such Transaction Party’s Borrower's Board of Directors (or equivalent governing body) approving and authorizing the its execution, delivery delivery, and performance of this Agreement and the other Transaction Loan Documents to which it such Borrower is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) authorizing specific officers of such Transaction Party from Borrower to execute the certificate same and (ii) the incumbency and signatures of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) abovesuch officers; (ixe) A certificate of a Principal Financial Officer the Lender shall have received copies of each Transaction Party certifying that Borrower's Governing Documents, as amended, modified, or supplemented to the conditions set forth in Sections 3.1(a)Closing Date, (b), (c), (e), certified by the Secretary of such Borrower; (f) and the Lender shall have received a certificate of status with respect to each Borrower, dated within 10 days before the Closing Date, such certificate to have been issued by the appropriate officer of the jurisdiction of organization of such Borrower, which certificate shall indicate that such Borrower is in good standing in such jurisdiction; (g) other than as contemplated by SECTION 3.3(d), the Lender shall have received certificates of status with respect to each Borrower, each dated within 30 days before the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Borrower is in good standing in such jurisdictions; (h) have been satisfied[Intentionally Deleted]; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably request. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent Lender shall have received evidence an opinion of such termination the Borrowers' counsel in form and substance satisfactory to the Agent.Lender, which shall cover all matters covered in Borrowers' counsel's opinion issued to the Lender in connection with the Original Loan Agreement as well as opinions (i) regarding the due authorization, validity and effectiveness of the documents relating to the mergers of Back Bay Technologies, Inc., a Delaware corporation, INRANGE Consulting Corporation, a Delaware corporation, and Whitbread Technology Partners, Inc., a Massachusetts corporation, into ZCS, (ii) regarding the effectiveness of such mergers with ZCS as the survivor thereof, and (iii) that neither any of such mergers nor any of the credit transactions contemplated by this Agreement or any of the other Loan Documents contravenes any obligations under or in connection with any Borrower's or any Borrower's Affiliate's debts or obligations to Xxxxx Xxxxxxxx or Emral Holdings Limited, in connection with the Indenture dated February 1, 2005 among Zanett, Inc., as obligor, and U.S. Bank National Association, as trustee, or the transactions contemplated thereby, or the Distribution and Management Agreement dated as of February 1, 2005, by and between Zanett, Inc. and Xxxxxx Xxxxxxxxxx, Ltd.; (fj) The ABF the Lender shall have received correct and complete copies, in form, detail, and substance satisfactory to the Lender, of the documents that the Lender wishes to receive and review relating to (i) the acquisition by Zanett, Inc. of one hundred percent (100%) of the outstanding capital stock of Whitbread Technology Partners, Inc., (ii) the transactions contemplated by the Indenture dated February 1, 2005 among Zanett, Inc., as obligor, and U.S. Bank National Association, as trustee, and (iii) the Distribution and Management Agreement dated as of February 1, 2005 by and between Zanett, Inc. and Xxxxxx Xxxxxxxxxx, Ltd.; (k) [Intentionally Deleted]; (l) payment by the Borrowers of all fees and expenses owed by the Borrowers to the Lender; (m) no material adverse change in the business, operations, profits or prospects of any of the Borrowers shall have occurred since September 1, 2004; (n) the Lender shall be satisfied that on the Closing Date there is sufficient Availability; (o) satisfactory review by the Lender of the documents relating to the mergers of Back Bay Technologies, Inc., a Delaware corporation, INRANGE Consulting Corporation, a Delaware corporation, and Whitbread Technology Partners, Inc., a Massachusetts corporation, into ZCS; (p) evidence, satisfactory to the Lender, of completion and effectiveness of the mergers of Back Bay Technologies, Inc., a Delaware corporation, INRANGE Consulting Corporation, a Delaware corporation, and Whitbread Technology Partners, Inc., a Massachusetts corporation, into ZCS; (q) [Intentionally Deleted]; (r) the Borrowers shall have delivered to the Lender evidence that Parent is qualified to do business, and in good standing, in the State of New York; and (s) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall be delivered, executed, or recorded and are to be in full force form and effect and no default shall exist thereunder. (g) The Agent shall be satisfied with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior substance satisfactory to the Closing DateLender. (h) Total Excess Availability (after giving effect to the effectiveness of this Agreement and the ABF Agreement) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this This Agreement is subject to shall not become effective until the satisfaction (or substantially simultaneous satisfaction) date on which each of the following conditions precedent:is satisfied (or waived in accordance with Section 11.02). (a) The Administrative Agent (or its counsel) shall have received all fees and expenses from each party thereto either (including, but not limited to, reasonable fees and expenses of counsel to the Agenti) required to be paid on the Closing Date, pursuant to the terms a counterpart of this Agreement and each Fee Letter and signed on behalf of such party or (ii) written evidence satisfactory to the Annex theretoAdministrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated February 2, 2011, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Effective Date (including, without limitation, all fees owing on the Effective Date under Section 2.12(e) hereof), and all expenses for which invoices have been presented on or before the Effective Date. (c) The Administrative Agent shall have received on or before the Closing Date, the following, each (unless otherwise indicated) dated as certified copies of the Closing Date resolutions of the Board of Directors of each of the Guarantor and the Borrower approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement. (unless otherwise specified)d) The Administrative Agent shall have received from each of the Borrower and the Guarantor, in form and substance reasonably satisfactory to the Agent: (i) This Agreement, duly executed and delivered by the Seller and the Servicer; (ii) The Receivables Sale Agreement, duly executed by the Seller and each Originator, together with: (A) Proper financing statements naming each Originator as debtor, the Seller as secured party and the Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Agreement; (B) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person extent generally available in the Receivablesrelevant jurisdiction, Related Security, Collections or Contracts previously granted by any Originator; (C) The Consent and Agreement, duly executed by the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles a certificate or certificate certificates of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent bodyother appropriate public official) of the state jurisdiction of organization its incorporation, dated reasonably near the Effective Date, (i) listing the charters of the Borrower or the Guarantor, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to the Borrower’s or the Guarantor’s charter, as the case may be, on file in such office, and (ii) stating, in the case of the Borrower, that the Borrower is authorized to transact business under the laws of the jurisdiction of its place of incorporation, and, in the case of the Guarantor, that the Guarantor is duly incorporated and in good standing under the laws of the jurisdiction of its place of incorporation. (i) The Administrative Agent shall have received a certificate or certificates of each of the Borrower and the Guarantor, signed on behalf of the Borrower and the Guarantor respectively, by a the Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Effective Date, certifying as to (A) the absence of any amendments to the charter of the Borrower or the Guarantor, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of each of the Borrower or the Guarantor, as the case may be, as in effect on the Effective Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or the Guarantor, as the case may be, (D) the truth, in all material respects, of the representations and warranties contained in the Credit Documents to which the Borrower or the Guarantor is a party, as the case may be, as though made on and as of the Effective Date, and (E) the absence, as of the Effective Date, of any Default or Event of Default; and (ii) each of such Transaction Party;certifications shall be true. (viiif) A The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Transaction Party of the Guarantor and the Borrower certifying (A) the names and true signatures of each officer the officers of such Transaction Party that has been Guarantor or the Borrower, as the case may be, authorized to execute sign, and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Partysigning, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Credit Documents to which it is a party and (D) that there have been no changes in be delivered hereunder on or before the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above;Effective Date. (ixg) A certificate of a Principal Financial Officer of each Transaction Party certifying that The Administrative Agent shall have received from Xxxxxx Xxxxxx LLP, counsel for the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, Guarantor and the AgentBorrower, as secured partya favorable opinion, to be filed under the UCC of all jurisdictions that the Agent may deem necessary substantially in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 B hereto and as to such other matters as any Lender through the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Administrative Agent may reasonably request. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (dh) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Administrative Agent shall have received evidence of such termination in form and substance satisfactory to it that the Agent. Borrower’s Amended and Restated Revolving Credit Agreement, dated as of July 7, 2006, by and among the Borrower, the Guarantor, the lenders from time to time parties thereto and Barclays Bank PLC, as administrative agent, shall have been terminated and cancelled and all indebtedness thereunder shall have been fully repaid (f) The ABF Agreement shall be in full force and effect and no default shall exist thereunder. (g) The Agent shall be satisfied except to the extent being so repaid with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to the Closing Dateinitial Revolving Loans) and any and all liens, if any, thereunder shall have been terminated. (h) Total Excess Availability (after giving effect to the effectiveness of this Agreement and the ABF Agreement) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is and the obligations of the Bank hereunder shall be subject to the satisfaction (or substantially simultaneous satisfaction) of the following conditions precedent: (a) The Agent shall Borrower will have received all fees executed and expenses (including, but not limited to, reasonable fees and expenses of counsel delivered to the Agent) required to be paid on Bank a Note in the Closing Dateamount of the initial Disbursement, pursuant to the terms Collateral Bailment Agreement, the Restricted Account and Security Agreement, the Irrevocable Instructions and Power of Attorney, the Custodian Agreement, the Financing Statement and an original counterpart of this Agreement and each Fee Letter and the Annex theretoAgreement. (b) The Agent Bailee will have executed and delivered the Collateral Bailment Agreement, the Custodian Agreement and the Restricted Account and Security Agreement; (c) The initial Account Holder will have executed and delivered its consent to the Irrevocable Instructions and Power of Attorney to the Bank; (d) The Borrower shall have received on or before deposited One Thousand Dollars ($1,000) into the Closing Date, Custodian Account; (e) The Borrower will have otherwise fully complied with all of the terms and conditions of the Loan Documents; (f) The Borrower will have delivered to the Bank the following, each in form and substance acceptable to the Bank: (unless otherwise indicatedi) a copy of the Certificate of Incorporation of Borrower certified by the Secretary of State of Delaware; (ii) a copy of the by-laws of the Borrower certified by its Secretary; (iii) a copy of resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance by the Borrower of this Agreement, the Note, the Loan Documents and all instruments and documents provided for herein or therein, certified by the Secretary of the Borrower; (iv) a good standing certificate for the Borrower, dated as of a date not more than ten (10) days prior to the Closing Date from the Secretary of State of the State of Delaware; (unless otherwise specified)v) an incumbency certificate with respect to the officers of the Borrower, certified by its Secretary; and (vi) evidence that Borrower is qualified to do business in the State of Washington and is in good standing as a foreign corporation in such state. (g) The legal counsel of the Borrower will have delivered to the Bank such legal counsel's favorable legal opinion as to the due organization, existence, qualification to do business, and good standing of the Borrower, the due authorization, execution and enforceability of this Agreement and the other Loan Documents, the absence of pending and threatened litigation, the non-contravention of other documents, instruments, laws, and regulations, and such other matters as the Bank may reasonably require, in form and substance reasonably satisfactory to the Agent: (i) This Agreement, duly executed and delivered by the Seller and the ServicerBank; (iih) The Receivables Sale Agreement, duly executed by the Seller and each Originator, together with: (A) Proper financing statements naming each Originator as debtor, the Seller as secured party and the Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Agreement; (B) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator; (C) The Consent and Agreement, duly executed by the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names and true signatures of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (ix) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably request. (c) Each of the Seller, the Originators and the Servicer Bank shall have received the Initiation Fee which is due on the Closing Date and all necessary governmental other fees and third party consents expenses (including, without limitation, Bank's legal fees and approvals necessary expenses incurred in connection with Transaction the negotiation and preparation of the Loan Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) other fees and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment expenses of the Purchasers that restrains, prevents Bank for UCC searches or imposes materially adverse conditions upon filing fees) required to be paid to Bank on or before the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum.Closing Date; and (i) All obligations for outstanding capital, accrued representations and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination in form and substance satisfactory to the Agent. (f) The ABF Agreement shall be in full force and effect and no default shall exist thereunder. (g) The Agent shall be satisfied with the results of a field examination warranties of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to the Closing Date. (h) Total Excess Availability (after giving effect to the effectiveness of this Agreement Borrower contained herein are true and the ABF Agreement) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers correct as of the Closing Date, Date and Borrower will have executed and delivered to Bank such notice shall be conclusive and binding on all parties heretocertificates with respect thereto as Bank may reasonably require.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness This Agreement shall become effective as of this Agreement is subject to the satisfaction Business Day (or substantially simultaneous satisfactionthe “Effective Date”) when each of the following conditions precedentprecedent shall have been satisfied or waived in a manner satisfactory to Agent: (a) The following statements shall be true and correct: (i) the representations and warranties in this Agreement and in each other Loan Document, certificate or other writing delivered to Agent or any Lender pursuant hereto or thereto on or prior to the Effective Date are true, correct and complete in all material respects on and as of the Effective Date (except that such materiality qualifier shall not apply to representations and warranties that already are qualified or modified by materiality thereof, which representations and warranties shall be true, correct and complete on and as of the Effective Date); provided, that those representations and warranties expressly referring to a specific date shall be true, correct and complete in all material respects on and as of such date (except that such materiality qualifier shall not apply to representations and warranties that already are qualified or modified by materiality thereof, which representations and warranties shall be true, correct and complete on and as of such date), and (ii) no Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective terms or the consummation of the transactions hereunder; (b) The Loan Parties shall have duly executed and delivered original or electronic signatures to this Agreement and each of the other Loan Documents, each in form and substance satisfactory to Agent; (c) [Reserved]; (d) The chief executive officer, chief financial officer or secretary of each Loan Party shall have delivered a certificate certifying that attached thereto are (i) resolutions and incumbency certifications of such Loan Party in form and substance satisfactory to Agent with respect to this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby, (ii) a copy of the by-laws, operating agreement and/or partnership agreement, together with all amendments thereto of such Loan Party, (iii) a true and complete copy of the certificate of incorporation, certificate of formation and/or certificate of partnership of such Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the state of organization of such Loan Party which shall set forth the same complete name of the Loan Party as is set forth herein and the organizational number of the Loan Party, if an organized number is issued in such jurisdiction, (iv) a certificate of status or good standing with respect to such Loan Party, dated within 30 days of the Effective Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party, (v) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers and (vi) such other documents and certifications Agent may reasonably require to evidence that the Loan Parties are duly organized and formed, and qualified to conduct their business; (e) Agent shall have received customary opinions of Xxxxxx Xxxx & Xxxxxx LLP, counsel to the Loan Parties, in form and substance satisfactory to Agent; (f) Agent shall have received certified copies, dated as of a recent date, of financing statement searches, as Agent may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, on and as of the Effective Date, will be terminated or released; (g) [Reserved]; (h) [Reserved]; (i) The Borrowers shall have paid on or before the Effective Date all fees fees, costs, expenses and expenses (taxes then payable hereunder, including, but not limited to, reasonable fees the Secured Party Expenses; provided that as of the Effective Date, the aggregate Secured Party Expenses shall not exceed the amounts previously agreed upon in writing by the parties; (j) All consents, authorizations and expenses approvals of, and filings and registrations with, and all other actions in respect of, any Governmental Authority or other Person required in connection with the consummation of counsel the transactions hereunder or the conduct of the Loan Parties’ business shall have been obtained and shall be in full force and effect; (k) The Secured Parties shall have completed their business, legal and collateral due diligence with respect to each Loan Party and the results thereof shall be acceptable to the AgentSecured Parties, in their sole and absolute discretion; (l) required Agent shall have determined in its reasonable discretion that there has not been any Material Adverse Change; (m) The consummation of the transactions hereunder shall not contravene any law, rule or regulation applicable to be paid on any Secured Party; (n) [Reserved]; (o) The Loan Parties shall deliver Control Agreements to Agent with respect to all of the Closing Date, pursuant Loan Parties’ Collateral Accounts (other than Excluded Accounts) to the terms of extent required by this Agreement and not previously delivered, duly executed by each Fee Letter and of the Annex parties thereto. (b) The Agent shall have received on or before the Closing Date, the following, each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory to the Agent: (i) This Agreement, duly executed and delivered by the Seller and the Servicer; (ii) The Receivables Sale Agreement, duly executed by the Seller and each Originator, together with: (A) Proper financing statements naming each Originator as debtor, the Seller as secured party and the Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Agreement; (B) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator; (C) The Consent and Agreement, duly executed by the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller; (iiip) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names and true signatures of each officer of such Transaction Party that has been authorized to Loan Parties shall execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (ix) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters as the Agent may reasonably request, customary documents (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably request. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination in form and substance satisfactory to the Agent. (f) The ABF Agreement shall be in full force and effect and no default shall exist thereunder. (g) The Agent shall be satisfied with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to the Closing Date. (h) Total Excess Availability (after giving effect to the effectiveness of this Agreement and the ABF Agreement) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date), and complete such notice shall be conclusive and binding on other customary matters, all parties heretoas Agent may reasonably deem necessary or appropriate.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is and the obligations of the Agent and the Lenders hereunder shall be subject to the satisfaction (or substantially simultaneous satisfaction) of the following conditions precedent: (a) The Agent shall Borrower will have received all fees executed and expenses (including, but not limited to, reasonable fees and expenses of counsel delivered to the Agent) required to be paid on Agent a Note in the Closing Dateamount of the initial Disbursement, pursuant to the terms Collateral Bailment Agreement, the Restricted Account and Security Agreement, the Irrevocable Instructions and Power of Attorney, the Custodian Agreement, the Financing Statement and two original counterparts of this Agreement and each Fee Letter and the Annex theretoAgreement. (b) The Agent Bailee will have executed and delivered the Collateral Bailment Agreement, the Custodian Agreement and the Restricted Account and Security Agreement; (c) The initial Account Holder will have executed and delivered its consent to the Irrevocable Instructions and Power of Attorney to the Agent; (d) The Borrower shall have received on or before deposited **-------------------------------- into the Closing Date, Custodian Account; (e) The Borrower will have otherwise fully complied with all of the terms and conditions of the Loan Documents; (f) The Borrower will have delivered to the Agent the following, each in form and substance acceptable to the Agent: (unless otherwise indicatedi) a copy of the Certificate of Incorporation of Borrower certified by the Secretary of State of Delaware; (ii) a copy of the by-laws of the Borrower certified by its Secretary; (iii) a copy of resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance by the Borrower of this Agreement, the Note, the Loan Documents and all instruments and documents provided for herein or therein, certified by the Secretary of the Borrower; (iv) a good standing certificate for the Borrower, dated as of a date not more than ten (10) days prior to the Closing Date from the Secretary of State of the State of Delaware; (unless otherwise specified)v) an incumbency certificate with respect to the officers of the Borrower, certified by its Secretary; and (vi) evidence that Borrower is qualified to do business in the State of California and is in good standing as a foreign corporation; (g) The legal counsel of the Borrower will have delivered to the Agent, for the benefit of the Agent and the Lenders, such legal counsel's legal opinion as to the due organization, existence, qualification to do business, and good standing of the Borrower, the due authorization, execution and enforceability of this Agreement and the other Loan Documents, the absence of pending and threatened litigation, the non-contravention of other documents evidencing or relating to material Indebtedness to any party, instruments, laws, and regulations, and such other matters as the Agent may reasonably require, in form and substance reasonably satisfactory to the Agent:; (h) The Agent shall have received the portion of the Initiation Fee which is due on the Closing Date, the Funding Fee for the initial Disbursement made on the Closing Date and all other fees and expenses (including, without limitation, the Agent's and the Lenders' legal fees and expenses incurred in the negotiation and preparation of the Loan Documents and any other fees and expenses of the Agent or the Lenders for UCC searches or filing fees) required to be paid to Agent or the Lenders on or before the Closing Date; and (i) This Agreement, duly All representations and warranties of the Borrower contained herein are true and correct in all material respects as of the Closing Date and Borrower will have executed and delivered by the Seller and the Servicer; (ii) The Receivables Sale Agreement, duly executed by the Seller and each Originator, together with: (A) Proper financing statements naming each Originator as debtor, the Seller as secured party and the Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Agreement; (B) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator; (C) The Consent and Agreement, duly executed by the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement such certificates with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names and true signatures of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (ix) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters respect thereto as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably requestrequire. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination in form and substance satisfactory to the Agent. (f) The ABF Agreement shall be in full force and effect and no default shall exist thereunder. (g) The Agent shall be satisfied with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to the Closing Date. (h) Total Excess Availability (after giving effect to the effectiveness of this Agreement and the ABF Agreement) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to Upon the satisfaction (or substantially simultaneous satisfactionwaiver by the Lender in its sole discretion) of each of the following conditions precedent:, this Agreement shall become effective (with the date of such satisfaction or waiver of each of the following conditions precedent being the Effective Date): (a) The Agent Lender or its counsel shall have received all fees and expenses (including, but not limited to, reasonable fees and expenses of counsel to the Agent) required to be paid on the Closing Date, pursuant to the terms of this Agreement and each Fee Letter and the Annex thereto. (b) The Agent shall have received on or before the Closing Date, the following, each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified), following in form and substance reasonably as shall be satisfactory to the AgentLender: (i) This Agreement, duly executed and delivered by the Seller and the Servicer; (ii) The Receivables Sale this Agreement, duly executed by the Seller and each Originator, together with: (A) Proper financing statements naming each Originator as debtor, the Seller as secured party Borrower and the Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Agreementapplicable Credit Parties; (Bii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator; (C) The Consent and AgreementPromissory Notes, duly executed by the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the SellerBorrower; (iii) The Equistar Undertakingthe Warrants, duly executed and delivered by Equistarthe Borrower; (iv) (x) A Lock-Box Agreement with each Lock-Box Bankother Security Document, each duly executed by such Lock-Box Bankthe applicable Credit Party, together with any financing statements, filings or other Instruments for filing or registration, notarizations thereof, notices with respect thereto or other Instruments, including applicable estoppel letters, determined by the Agent Lender, acting reasonably, to be necessary or desirable to establish, maintain, continue and perfect the SellerLiens established pursuant to the Security Documents (other than in respect of the Projects); (v) to the extent not specifically referenced, each other Loan Document, duly executed by the Servicer applicable Credit Party or an Originatorits Subsidiaries, as applicable, and appropriate; (yvi) a control agreement, certificate for each Credit Party from its jurisdiction of incorporation or organization confirming the due organization and good standing of such Credit Party in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicerjurisdiction, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy evidence satisfactory to the Lender that all Shares issuable pursuant to this Agreement have been authorized for issuance and all provisions pertaining to the issuance of Shares to the articles or certificate Lender contained in this Agreement comply with applicable Governmental Requirements, including applicable Securities Laws and that such issuance of incorporation (or equivalent Constituent Document) of each Transaction PartyShares shall comply with applicable Governmental Requirements, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party;including applicable Securities Laws; and (viii) A certificate the TSX Conditional Approval Letter; (b) all representations and warranties made by the Credit Parties herein and in any other Loan Document shall be true and correct; (c) all approvals, consents and authorizations of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names and true signatures of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document Governmental Authorities or other document Persons required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of connection with this Agreement and the other Transaction Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (ix) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Loan Documents; (xi) Proper financing statements naming the Seller, as debtor, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably request. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental been obtained and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby.; (d) The Purchasers there shall be no pending or threatened (in writing) action or proceeding before any Governmental Authority against or affecting any Credit Party or any Project which could reasonably be expected to have a Material Adverse Effect on any Credit Party; (e) the Lender shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31received, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination in form and substance satisfactory to the Agent.Lender, search results from all relevant jurisdictions wherein a Credit Party conducts business or owns property, pertaining to all Lien filings, registrations and records appearing in such jurisdiction, together with copies of any documents, filings and Instruments on file in such jurisdictions; (f) The ABF Agreement shall be in full force and effect and no default shall exist thereunder. (g) The Agent the Lender shall be satisfied with the results of a field examination form of the Originators conducted by CUSA’s internal auditors no more than 3 months prior Loan Documents; (g) the Credit Parties shall have made all public disclosures (including all information material to the Closing Date.Credit Parties and the Project) and submitted all applications, reports and information, and taken all other actions necessary, to comply in all material respects with applicable Securities Laws, and the Lender shall have confirmed such compliance to its satisfaction; (h) Total Excess Availability (after giving effect each Credit Party shall have performed and complied with all agreements and conditions herein and in the other Loan Documents required to be performed and complied with on or prior to the effectiveness Effective Date, except those agreements and conditions waived by the Lender; (i) no Default or Event of Default shall have occurred and be continuing on such date; and (j) there shall not exist any litigation, investigation, bankruptcy or insolvency, injunction, order or claim affecting or relating to any Credit Party or its Subsidiaries, which has had, or could reasonably be expected to have, a Material Adverse Effect, or which could reasonably be expected to affect the legality, validity or enforceability of this Agreement and the ABF Agreement) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Selleror any other Loan Document, the Servicer and the Purchasers of the Closing Datethat has not been settled, and such notice shall be conclusive and binding on all parties heretodismissed, vacated, discharged or terminated.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is shall be subject to the satisfaction (or substantially simultaneous satisfaction) of each of the following conditions precedent:precedent (any of which Buyer may electively waive, in Buyer’s sole discretion): (ai) The Agent shall have received all fees and expenses (including, but not limited to, reasonable fees and expenses of counsel to the Agent) required to be paid on the Closing Date, pursuant to the terms of this Agreement and each Fee Letter and the Annex thereto. (b) The Agent shall have received on or before the Closing Datedate hereof, the following, each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory to the Agent: (i) This Agreement, duly executed and delivered by the Seller and the Servicer; (ii) The Receivables Sale Agreement, duly executed by the Seller and each Originator, together with: (A) Proper financing statements naming each Originator as debtor, the Seller as secured party and the Agent, as assignee, shall deliver or cause to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Agreement; (B) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator; (C) The Consent and Agreement, duly executed by the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names and true signatures of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (ix) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of documents listed on Exhibit I-2 hereto and as to such other matters as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably request. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination D in form and substance satisfactory to the Agent.Buyer and its counsel; (fii) The ABF Agreement shall be in full force as of the date hereof, there has been no Material Adverse Effect on the financial condition of Seller or Guarantor since the most recent Form 10‑Q has been filed by Seller or any Guarantor with the Securities and effect and no default shall exist thereunder.Exchange Commission]; (giii) The Agent shall be satisfied with the results of a field examination as of the Originators conducted date hereof, no material action, proceeding or investigation shall have been instituted or threatened, nor shall any material order, judgment or decree have been issued or proposed to be issued by CUSA’s internal auditors no more than 3 months prior any Governmental Authority with respect to Seller or Guarantor; (iv) Seller shall have delivered to Buyer the opinions of counsel set forth in Exhibit E, in form and substance satisfactory to Buyer and its counsel; (v) Seller shall have delivered to Buyer such other documents, opinions of counsel and certificates as Buyer may reasonably request; (vi) Seller shall have established the Accounts at Financial Institution and shall have deposited the Required Amount to the Closing Date.Cash Pledge Account; (hvii) Total Excess Availability Seller shall have acquired licenses to Originate Mortgage Loans in all states where it is required to have a license to do so; (after giving effect viii) on or before the date hereof, Seller shall have paid to the effectiveness of extent due all fees and out-of-pocket costs and expenses reasonably incurred (including due diligence fees and expenses and reasonable legal fees and expenses) required to be paid under this Agreement or any other Transaction Document; and (ix) Buyer shall have received such other documents, information, reports and the ABF Agreement) certificates as it shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties heretohave reasonably requested.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is shall be subject to the satisfaction (or substantially simultaneous satisfaction) of each of the following conditions precedent:precedent (any of which Buyer may electively waive, in Buyer’s sole discretion): (ai) The Agent shall have received all fees and expenses (including, but not limited to, reasonable fees and expenses of counsel to the Agent) required to be paid on the Closing Date, pursuant to the terms of this Agreement and each Fee Letter and the Annex thereto. (b) The Agent shall have received on or before the Closing Datedate hereof, the following, each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory to the Agent: (i) This Agreement, duly executed and delivered by the Seller and the Servicer; (ii) The Receivables Sale Agreement, duly executed by the Seller and each Originator, together with: (A) Proper financing statements naming each Originator as debtor, the Seller as secured party and the Agent, as assignee, Sellers shall deliver or cause to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Agreement; (B) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator; (C) The Consent and Agreement, duly executed by the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names and true signatures of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (ix) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of documents listed on Exhibit I-2 hereto and as to such other matters as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably request. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination D in form and substance satisfactory to the Agent.Buyer and its counsel; (fii) The ABF Agreement shall be in full force as of the date hereof, there has been no Material Adverse Effect on the financial condition of Seller or Guarantor since the most recent Form 10‑Q has been filed by Guarantor with the Securities and effect and no default shall exist thereunder.Exchange Commission; (giii) The Agent shall be satisfied with the results of a field examination as of the Originators conducted date hereof, no material action, proceeding or investigation shall have been instituted or threatened, nor shall any material order, judgment or decree have been issued or proposed to be issued by CUSA’s internal auditors no more than 3 months prior any Governmental Authority with respect to either Seller or Guarantor; (iv) Sellers shall have delivered to Buyer the opinions of counsel set forth in Exhibit E, in form and substance satisfactory to Buyer and its counsel; (v) Sellers shall have delivered to Buyer such other documents, opinions of counsel and certificates as Buyer may reasonably request; (vi) Sellers shall have established the Accounts at Financial Institution and shall have deposited the Required Amount to the Closing Date.Cash Pledge Account; (hvii) Total Excess Availability Each Seller shall have acquired licenses to Originate Mortgage Loans in all states where it is required to have a license to do so; (after giving effect viii) on or before the date hereof, Sellers shall have paid to the effectiveness of extent due all fees and out-of-pocket costs and expenses reasonably incurred (including due diligence fees and expenses and reasonable legal fees and expenses) required to be paid under this Agreement or any other Transaction Document; and (ix) Buyer shall have received such other documents, information, reports and the ABF Agreement) certificates as it shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties heretohave reasonably requested.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this This Agreement is subject to shall not become effective until the satisfaction (or substantially simultaneous satisfaction) date on which each of the following conditions precedent:is satisfied (or waived in accordance with Section 11.02). (a) The Administrative Agent (or its counsel) shall have received all fees and expenses from each party thereto either (including, but not limited to, reasonable fees and expenses of counsel to the Agenti) required to be paid on the Closing Date, pursuant to the terms a counterpart of this Agreement and each Fee Letter and signed on behalf of such party or (ii) written evidence satisfactory to the Annex theretoAdministrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to that certain fee letter dated June 12, 2006, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Effective Date (including, without limitation, all fees owing on the Effective Date under Section 2.12(e) hereof), and all expenses for which invoices have been presented on or before the Effective Date. (c) The Administrative Agent shall have received on or before the Closing Date, the following, each (unless otherwise indicated) dated as certified copies of the Closing Date resolutions of the Board of Directors of each of the Guarantor and the Borrower approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement. (unless otherwise specified)d) The Administrative Agent shall have received from each of the Borrower and the Guarantor, in form and substance reasonably satisfactory to the Agent: (i) This Agreement, duly executed and delivered by the Seller and the Servicer; (ii) The Receivables Sale Agreement, duly executed by the Seller and each Originator, together with: (A) Proper financing statements naming each Originator as debtor, the Seller as secured party and the Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Agreement; (B) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person extent generally available in the Receivablesrelevant jurisdiction, Related Security, Collections or Contracts previously granted by any Originator; (C) The Consent and Agreement, duly executed by the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles a certificate or certificate certificates of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent bodyother appropriate public official) of the state jurisdiction of organization its incorporation, dated reasonably near the Effective Date, (i) listing the charters of the Borrower or the Guarantor, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to the Borrower’s or the Guarantor’s charter, as the case may be, on file in such office, and (ii) stating, in the case of the Borrower, that the Borrower is authorized to transact business under the laws of the jurisdiction of its place of incorporation, and, in the case of the Guarantor, that the Guarantor is duly incorporated and in good standing under the laws of the jurisdiction of its place of incorporation. (i) The Administrative Agent shall have received a certificate or certificates of each of the Borrower and the Guarantor, signed on behalf of the Borrower and the Guarantor respectively, by a the Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Effective Date, certifying as to (A) the absence of any amendments to the charter of the Borrower or the Guarantor, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of each of the Borrower or the Guarantor, as the case may be, as in effect on the Effective Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or the Guarantor, as the case may be, (D) the truth, in all material respects, of the representations and warranties contained in the Credit Documents to which the Borrower or the Guarantor is a party, as the case may be, as though made on and as of the Effective Date, and (E) the absence, as of the Effective Date, of any Default or Event of Default; and (ii) each of such Transaction Party;certifications shall be true. (viiif) A The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Transaction Party of the Guarantor and the Borrower certifying (A) the names and true signatures of each officer the officers of such Transaction Party that has been Guarantor or the Borrower, as the case may be, authorized to execute sign, and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Partysigning, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Credit Documents to which it is a party and (D) that there have been no changes in be delivered hereunder on or before the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above;Effective Date. (ixg) A certificate of a Principal Financial Officer of each Transaction Party certifying that The Administrative Agent shall have received from Sxxxxx Xxxxxx LLP, counsel for the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, Guarantor and the AgentBorrower, as secured partya favorable opinion, to be filed under the UCC of all jurisdictions that the Agent may deem necessary substantially in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 B hereto and as to such other matters as any Lender through the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Administrative Agent may reasonably request. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination in form and substance satisfactory to the Agent. (f) The ABF Agreement shall be in full force and effect and no default shall exist thereunder. (g) The Agent shall be satisfied with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to the Closing Date. (h) Total Excess Availability (after giving effect to the effectiveness of this Agreement and the ABF Agreement) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is and the Conduit Lenders’ and the Secondary Lenders’ obligations hereunder shall be subject to the satisfaction (or substantially simultaneous satisfaction) of the following conditions precedent: (a) The precedent that each Managing Agent shall have received all fees and expenses (including, but not limited to, reasonable fees and expenses of counsel to the Agentor waived receipt thereof) required to be paid on the Closing Date, pursuant to the terms of this Agreement and each Fee Letter and the Annex thereto. (b) The Agent shall have received on or before the Closing Date, the following, each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory to such Managing Agent in sufficient copies for the AgentConduit Lenders and the Secondary Lenders: (ia) This Agreement, each of the Program Documents duly executed and delivered by the Seller parties thereto, which shall be in full force and the Servicereffect; (iib) The Receivables Sale Agreement, duly executed by the Seller and each Originator, together with: (A) Proper financing statements naming each Originator as debtor, signed opinions of counsel to the Seller as secured party and Borrower addressed to the Agent, each Managing Agent, each Conduit Lender and each Secondary Lender as assigneeto such matters as the Agent, to be filed under each Managing Agent, the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale AgreementConduit Lender and each Secondary Lender shall have reasonably requested; (Bc) Proper financing statement terminations or releases, if any, necessary a certificate of a Responsible Officer of the Borrower certifying (i) as to release all security interests and other rights its certificate of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator; (C) The Consent and Agreement, duly executed by the Seller and each Originator; and (D) A Subordinated Note, in substantially the form trust and/or declaration of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originatortrust, as applicable, by-laws and valuation procedures, (yii) a control agreement, in form and substance reasonably satisfactory as to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicerresolutions of its Board of Directors or Board of Trustees, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names and true signatures of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Program Documents to which it is a party and the transactions contemplated hereby and thereby, (Diii) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (ix) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions its representations and warranties set forth in Sections 3.1(a)the Program Documents to which it is a party are true and correct, (b)iv) that, (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing and (v) the transactions contemplated hereunder incumbency and under specimen signature of each of its officers authorized to execute the other Transaction DocumentsProgram Documents to which it is a party and of each of its Responsible Officers for purposes of this Agreement; (xid) Proper financing statements naming a pro-forma Investor Report, which shall evidence compliance with the Sellerterms of the Program Documents, as debtor, including compliance with the Borrowing Base Test and the Agent, Asset Coverage Test as secured party, to be filed under of the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions DocumentsRestatement Effective Date; (xiie) Proper financing statement terminations after giving effect to this Agreement, the aggregate outstanding principal amount of all Advances shall not exceed the Total Commitment; (f) the fees to be received by it on or releases, if any, necessary prior to release all security interests the Restatement Effective Date under this Agreement and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any OriginatorFee Letter; and (xiiig) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters instruments, certificates and documents from the Borrower as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably request. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Managing Agent shall have received evidence of such termination reasonably requested, all in form and substance satisfactory to the Agent and each Managing Agent. (f) The ABF Agreement shall be in full force and effect and no default shall exist thereunder. (g) The Agent shall be satisfied with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to the Closing Date. (h) Total Excess Availability (after giving effect to the effectiveness of this Agreement and the ABF Agreement) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness This Agreement shall become effective and the Incremental Revolving Credit Commitment of this Agreement is each Incremental Revolving Credit Lender shall be subject to the satisfaction (or substantially simultaneous satisfaction) waiver of the following conditions precedent:precedent (the date on which such conditions precedent are so satisfied or waived, the “Incremental Revolving Amendment Effective Date”): (a) The Agent shall have received all fees and expenses (including, but not limited to, reasonable fees and expenses the Administrative Agent’s receipt of counsel to the Agent) required to be paid on the Closing Date, pursuant to the terms executed counterparts of this Agreement and executed by each Fee Letter Loan Party party hereto and the Annex thereto.Incremental Revolving Credit Lenders, each of which shall be originals, electronic copies or facsimiles unless otherwise specified; (b) The the Administrative Agent’s receipt of a favorable opinion of (A) Cravath, Swaine & Xxxxx LLP, special New York counsel to the Loan Parties, addressed to the Administrative Agent shall have received on or before the Closing Date, the following, and each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified)Lender, in form and substance reasonably satisfactory to the Agent: (i) This Agreement, duly executed Administrative Agent and delivered by the Seller and the Servicer; (ii) The Receivables Sale Agreement, duly executed by the Seller and each Originator, together with: (A) Proper financing statements naming each Originator as debtor, the Seller as secured party and the Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Agreement; (B) Proper financing statement terminations or releasesXxxxxxxx & Shohl, if anyas special Kentucky counsel to the Loan Parties, necessary addressed to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator; (C) The Consent and Agreement, duly executed by the Seller Administrative Agent and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreementLender, in form and substance reasonably satisfactory to the Administrative Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (vc) The Intercreditor Agreement duly executed by each party theretothe Borrower shall have paid to the Administrative Agent all reasonable and documented out-of-pocket costs and expenses (but including, in any event, without limitation, the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent), of the Administrative Agent; (vid) Good standing certificates the Borrower shall have paid to the Administrative Agent, for the ratable account of the Term Loan A-1 Lenders, the Term Loan A-2 Lenders and the Revolving Credit Lenders (or equivalentincluding the Incremental Revolving Credit Lender hereunder), an amount equal to (x) issued the aggregate amount of all Term Loan A-1 Upfront Fees, Term Loan A-2 Upfront Fees and Revolver Upfront Fees (in each case, as defined in the Engagement Letter) required to be paid pursuant to the Engagement Letter to the Lenders based on the Post-Closing Date Allocations (as defined in the Joinder to the Engagement Letter, dated as of May 19, 2017 (the “Joinder Agreement”)) less (y) the aggregate amount paid by the Secretary of State Borrower to the Administrative Agent on the Closing Date in respect of the jurisdiction of incorporation of each Transaction PartyTerm Loan A-1 Upfront Fees, Term Loan A-2 Upfront Fees and Revolver Upfront Fees to be held until the Post-Closing Payment Date pursuant to the Joinder Agreement; (viie) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of Borrower shall have delivered to the Administrative Agent a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary Borrower dated as of each Transaction Party the Incremental Revolving Amendment Effective Date signed by a Responsible Officer certifying (A) that, before and after giving effect to this Agreement, the names representations and true signatures warranties contained in Article V of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Credit Agreement and the other Transaction Loan Documents are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Incremental Revolving Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which it is a party case they are true and (D) that there have been no changes correct in the certificate of incorporation all material respects (or equivalent Constituent Documentin all respects, as the case may be) as of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above;earlier date; and (ix) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) no Event of Default has occurred and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each is continuing on and as of the Seller Incremental Revolving Amendment Effective Date and Originators stating that such Transaction Party is Solvent immediately after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably requestIncremental Revolving Credit Commitments. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination in form and substance satisfactory to the Agent. (f) The ABF Agreement shall be in full force and effect and no default shall exist thereunder. (g) The Agent shall be satisfied with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to the Closing Date. (h) Total Excess Availability (after giving effect to the effectiveness of this Agreement and the ABF Agreement) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement and the obligation of the Lender to make the Loans on the Closing Date is subject to the satisfaction (or substantially simultaneous satisfaction) of the following conditions precedent: (a) The Agent precedent that the Lender shall have received all fees and expenses (includingreceived, but not limited to, reasonable fees and expenses of counsel to the Agent) required to be paid on the Closing Date, pursuant to the terms of this Agreement and each Fee Letter and the Annex thereto. (b) The Agent shall have received on or before the Closing Date, the following, each (dated the Closing Date unless otherwise indicated) dated as of the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory to the AgentLender: (i) This Agreement, duly executed and delivered by the Seller and the Servicer; (iia) The Receivables Sale AgreementNotes, duly executed by the Seller and each Originator, together with:Borrower. (Ab) Proper financing statements naming each Originator as debtor, the Seller as secured party The Supply Agreement and the Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Agreement; (B) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator; (C) The Consent and Investor Rights Agreement, each duly executed by the Seller and each Originator; andparties thereto. (Dc) A Subordinated NoteCopies of (i) the resolutions of the board of directors of the Borrower approving each Loan Document to which it is a party, in substantially (ii) all documents evidencing other necessary corporate action and required governmental and third party approvals, licenses and consents with respect to each Loan Document and the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, transactions contemplated thereby and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed a copy of the Certificate of Incorporation and delivered the By-laws of the Borrower certified by Equistar;a Secretary or an Assistant Secretary of the Borrower as being true and correct and in full force and effect as of the Closing Date. (iv) (xd) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by certificate of the Secretary of State of the jurisdiction State of incorporation Delaware as to the existence and good standing of each Transaction Party;the Borrower. (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viiie) A certificate of the Secretary or an Assistant Secretary of each Transaction Party the Borrower certifying (A) the names and true signatures of each officer of such Transaction Party that the Borrower who has been authorized to execute and deliver any Transaction Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (ix) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably request. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination in form and substance satisfactory to the AgentBorrower. (f) The ABF amendment to the Security Agreement shall be in full force and effect and no default shall exist thereunderthe form attached hereto as Exhibit C, duly executed by the Borrower. (g) The Agent shall be satisfied with the results of A certificate, signed by a field examination Responsible Officer of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to Borrower, stating that each of the Closing Dateconditions specified in Section 3.01 and Section 3.03, if applicable, has been satisfied. (h) Total Excess Availability An opinion letter of Borrower’s counsel, in form and substance reasonably satisfactory to Lender. (after giving effect to i) Evidence that the effectiveness of this Agreement and the ABF Agreement) shall be at least $300,000,000 all Loans outstanding on the Closing Date. Date and advanced after the Closing Date qualify as senior indebtedness under all of the Subordinated Notes. (j) The Agent shall promptly notify Closing Statement, duly executed by the Seller, the Servicer Borrower and the Purchasers of Lender. (k) Such additional documents, information and materials as the Closing Date, and such notice shall be conclusive and binding on all parties heretoLender may reasonably request.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the satisfaction (or substantially simultaneous satisfaction) of the following conditions precedent: (a) The Agent Arranger shall have received all fees and expenses (including, but not limited to, reasonable fees and expenses of counsel to the AgentArranger) required to be paid on the Closing Date, pursuant to the terms of this Agreement and each the Fee Letter and the Annex thereto. (b) The Agent shall have received on or before the Closing Date, the following, each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory to the AgentAgent and each Purchaser: (i) This Agreement, duly executed and delivered by the Seller and the Servicer; (ii) The Receivables Sale Agreement, duly executed by the Seller and each Originator, together with: (A) Proper financing statements naming each Originator as debtor, the Seller as secured party and the Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Agreement; (B) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator; (C) The Consent and Agreement, duly executed by the Seller and each Originator; and (DC) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar[Intentionally Omitted]; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (viiv) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party, together with certificates of such official attesting to the good standing of each such Transaction Party; (viiivi) A certificate of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names and true signatures of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Translation Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (viii) above; (vii) aboveA certificate of the Secretary or Assistant Secretary of each Transaction Party certifying that there exists no action, suit, investigation, litigation or proceeding pending or, to its knowledge, threatened in any court or before any arbitrator or governmental instrumentality that (i) could reasonably be expected to result in a Material Adverse Change or (ii) restrains, prevents or imposes or can reasonably be expected to impose materially adverse conditions on the transactions contemplated hereunder; (viii) A certificate of the Secretary or Assistant Secretary of each Transaction Party certifying that the condition set forth in Section 3.02 has been satisfied with respect to it; (ix) A certificate of a Principal Financial Officer the chief financial officer (or other equivalent Person) of each Transaction Party certifying that the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators Originator stating that such Transaction Party is is, and such Transaction Party and its Subsidiaries (if any) on a Consolidated basis are, Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xii) Proper financing statements naming the Seller, Seller as debtor, debtor and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the ownership interests created or purported to be created by hereby and (ii) completed requests for information or similar search reports, dated as of the Transactions Documentsdate hereof, listing all effective financing statements filed with respect to each Transaction Party in the Office of the Secretary of Sate of the state of incorporation or formation, as applicable, of such Transaction Party; (xiixi) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and; (xiiixii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel in-house counsel of Equistar, in substantially the form of Exhibit I-2 hereto and Chemtura as to such other matters as the Agent and the Purchasers may reasonably request, (B) Xxxxx Xxxxx L.L.P.Skadden, Arps, Slate, Xxxxxxx and Xxxx LLP, counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent and the Purchasers may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the BoardBoard of Governors of the Federal Reserve System), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and ; and (Cxiii) special counsel to the Agent, as the Agent may reasonably requestCertificate. (c) Each of the Seller, the Originators and Originators, the Servicer and their Subsidiaries (if any) shall have received all necessary and material governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar Chemtura and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 2007 by independent nationally-recognized public accountants which statements shall be unqualifiedaccountants, (ii) the interim unaudited quarterly financial statements of Equistar Chemtura and its Consolidated Subsidiaries, through for the fiscal quarter quarters ending September March 31, 2008, June 30, 20032008 and September 31, 2008 and (iii) the financial projections business plan of Equistar Chemtura and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 2009 through 20072011, inclusive, prepared by the management of Chemtura, which such business plan shall include for each Fiscal Year a consolidated pro forma financial forecast after giving effect to the transaction contemplated by this Agreement and the other Transaction Documents. (e) There shall have occurred no Material Adverse Change. (f) There shall exist no action, suit, investigation, litigation or proceeding affecting any Transaction Party or any Subsidiary of a Transaction Party pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to result in a Material Adverse Change, (ii) purports to affect the legality, validity or enforceability of this Agreement or any other Transaction Document or the consummation of the transactions contemplated hereby or thereby or (iii) restrains, prevents or imposes or could reasonably be expected to impose materially adverse conditions upon the transactions contemplated by the Transaction Documents. (g) Nothing contained in any public disclosure made by any Transaction Party since December 17, 2008, or in any information disclosed to the Agent or any Purchaser by any Transaction Party since December 17, 2008, shall lead the Agent or any Purchaser to determine that, and neither the Agent nor any Purchaser shall have become aware of any fact or condition not disclosed to them prior to the date hereof which shall lead the Agent or any Purchaser to determine that, the business, conditions (financial or otherwise), operations, performance, properties, contingent liabilities, material agreements or prospects of the Seller, the Servicer, any Originator, individually, or the taken as a whole, are included different in any material adverse respect from that derived by the Confidential Information MemorandumAgent or such Purchaser from the public filings of such Seller, Servicer or Originator and other information disclosed to the Agent or such Purchaser by or on behalf of the Seller, the Servicer or any Originator on or prior to December 17, 2008. (h) At least five Business Days prior to the date hereof, each Purchaser and the Agent (for itself and not on behalf of any Purchaser) shall have received, verified and recorded information that identifies each Transaction Party, which information includes the name and address of such Transaction Party and other information that will allow such Purchaser or the Agent, as applicable, to identify each Transaction Party in accordance with the Patriot Act. (i) The Agent shall be satisfied with the results of a Field Examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to the Closing Date. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfiedpaid in full, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination in form and substance satisfactory to the Agent. (f) The ABF Agreement shall be in full force and effect and no default shall exist thereunder. (gk) The Agent shall have received written confirmation, and be satisfied satisfied, that (i) all the Lock-Box Accounts have been established with Lock-Box Banks in the results of a field examination name of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to Seller and (ii) all the Closing Date. (h) Total Excess Availability (after giving effect to Deposit Accounts have been established with Deposit Banks in the effectiveness name of this Agreement and the ABF Agreement) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is and the obligation of each Bank to make any Advance to be made by it on the Effective Date, and the obligation of the Administrative Agent to issue and each Bank to participate in any Letter of Credit on the Effective Date, shall be subject to the satisfaction (on or substantially simultaneous satisfaction) before the Effective Date of all of the following conditions precedent: (a) The Administrative Agent shall have received all fees and expenses (including, but not limited to, reasonable fees and expenses of counsel to the Agent) required to be paid on the Closing Date, pursuant to the terms of this Agreement and each Fee Letter and the Annex thereto. (b) The Agent shall have received on or before the Closing Date, the following, each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory to the Agentreceived: (i) This counterparts of this Agreement, duly executed and delivered by the Seller Company, the Administrative Agent and each of the ServicerBanks; (ii) The Receivables Sale Agreement, duly executed by the Seller and each Originator, together with: (A) Proper financing statements naming each Originator as debtor, the Seller as secured party and the Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Agreement; (B) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator; (C) The Consent and Agreement, duly executed by the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party the Company certifying (A) copies attached thereto of the resolutions of the Board of Directors of the Company authorizing the Company's execution, delivery and performance of this Agreement, and the completion of the Initial Public Offering and the other transactions contemplated hereby, (B) copies attached thereto of the Certificate of Incorporation and by- laws of the Company, and (C) the names and true signatures of each officer the officers of such Transaction Party that has been the Company authorized to execute sign this Agreement and deliver any Transaction Document or the Notes and other document required hereunder documents to be executed and delivered by or on behalf the Company hereunder; and (iii) a Note executed by the Company, payable to each Bank; (iv) a certificate of a duly authorized officer of the Company, dated the Effective Date, certifying that as of such Transaction Partydate, (A) the representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, (B) the by-laws (no Event of Default or equivalent Constituent Document) Unmatured Event of such Transaction Party as in effect on the date of such certification, Default shall have occurred and be continuing and (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing conditions for the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (ix) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) Effective Date have been satisfied; (xv) A certificate a favorable opinion of a Principal Financial Officer Sidley & Austin, counsel for the Company, substantially in the form of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction DocumentsExhibit F hereto; (xivi) Proper financing statements naming such information as the Seller, as debtor, Administrative Agent and the AgentBanks may reasonably request to confirm the tax, legal and business assumptions made in financial statements attached hereto as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any OriginatorExhibit H; and (xiiivii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters information and documents as the Agent may reasonably requestbe required by the Administrative Agent and the Administrative Agent's counsel; (b) The Company shall have paid all accrued fees and expenses of the Administrative Agent and the Banks which are due and payable on the Effective Date (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent); (Bc) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined There shall have occurred no material adverse change in the Receivables Sale Agreement from each Originator to the Sellerbusiness, (2) an opinion with respect to the non-substantive consolidation financial condition, operations, properties or performance of the Seller with each other Transaction Party Company or its Subsidiaries from such business, financial condition, operations, properties or performance reflected in the Registration Statement; (d) No action, suit or proceeding (investigative, judicial or otherwise) against the Company or any of its Affiliates in Subsidiaries pending before any court or arbitrator or any governmental body, agency or official shall exist, or, to the knowledge of any Responsible Officer of the Company, be threatened, that could reasonably be expected to have a case under the U.S. Bankruptcy CodeMaterial Adverse Effect, and (3) an opinion relating to the enforceability of the Transaction Documentsthere shall exist no injunction or temporary restraining order that, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably request. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents Administrative Agent or the transactions contemplated thereby.Majority Banks, would prohibit the Advances hereunder; (de) The Purchasers shall have received representations and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements warranties contained in Section 4.01 shall be unqualified, (ii) interim unaudited quarterly financial statements correct on and as of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination in form and substance satisfactory to the Agent.Effective Date; (f) The ABF Agreement No event shall have occurred and be in full force and effect and no default shall exist thereunder.continuing which constitutes an Event of Default or Unmatured Event of Default; (g) The Agent Initial Public Offering shall be satisfied have been consummated in accordance with Delaware law and on terms and conditions set forth in the results Registration Statement and the Company shall have received net proceeds of a field examination of at least $30,000,000 from the Originators conducted by CUSA’s internal auditors no more than 3 months prior to the Closing Date.Initial Public Offering; (h) Total Excess Availability The Company shall have repaid, or simultaneously with the consummation of the Initial Public Offering shall pay, all amounts owed to Donnelley; and (after giving effect i) The Company shall have repaid, or simultaneously with the consummation of the Initial Public Offering shall pay, all amounts owed to earn-out participants as a result of its previous acquisition of LANSystems, a Delaware corporation. For purposes of determining compliance with the conditions specified above, each Bank shall be deemed to have consented to, approved and accepted, and to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the effectiveness Banks unless the officer of the Administrative Agent responsible for the transactions contemplated by this Agreement and shall have received notice from such Bank prior to the ABF Agreement) shall be at least $300,000,000 on proposed Effective Date, as notified by the Closing DateAdministrative Agent to the Banks, specifying its objection thereto. The Administrative Agent shall promptly notify the Seller, the Servicer and the Purchasers Banks of the Closing occurrence of the Effective Date, and such notice shall be conclusive and binding on all parties hereto.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness This Agreement shall become effective as of this Agreement is subject to the satisfaction Business Day (the “Effective Date”) when Agent and Lenders have received (or substantially simultaneous satisfactionAgent or Required Lenders, as applicable, waived receipt of) all of the following conditions precedentprecedent in form and substance satisfactory to Required Lenders: (a) The subject to Section 6.14, this Agreement and all other Loan Documents (including, without limitation, the Xxxxxx Subordination Agreement) duly executed and delivered by each Loan Party which is party to them as of the Effective Date (collectively, the “Effective Date Loan Parties”); (b) a certificate of a Responsible Officer of Borrower certifying that (i) the representations and warranties in this Agreement and in each other Loan Document, or in any certificate executed and delivered to Agent pursuant hereto or thereto are true and correct in all material respects on and as of the Effective Date (except that such materiality qualifier shall not apply to representations and warranties that already are qualified or modified by materiality thereof, which representations and warranties shall be true and correct on and as of the Effective Date); provided that those representations and warranties expressly referring to a specific date shall be true and correct in all material respects on and as of such date (except that such materiality qualifier shall not apply to representations and warranties that already are qualified or modified by materiality thereof, which representations and warranties shall be true and correct on and as of such date), (ii) no Default or Event of Default shall have received occurred and be continuing on the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective terms or the consummation of the transactions hereunder and (iii) since December 31, 2023, there has not been any Material Adverse Change; (c) a certificate signed by the chief executive officer or chief financial officer of each Effective Date Loan Party with respect to the Loan Documents and the transactions contemplated hereby and thereby on the Effective Date attaching (i) resolutions and incumbency certifications of such Loan Party with respect to the Loan Documents and the transactions contemplated hereby and thereby on the Effective Date, (ii) a copy of the by-laws, operating agreement and/or partnership agreement, together with all fees amendments thereto, (iii) a true and correct copy of the certificate of incorporation, certificate of formation and/or certificate of partnership of such Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the state of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of the Loan Party, if an organized number is issued in such jurisdiction, (iv) a certificate of status with respect to such Loan Party, dated within 30 days of the Effective Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party which certificate shall indicate that such Loan Party is in good standing in such jurisdiction, and (v) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers; (d) receipt of financing statements in form appropriate for filing against each Effective Date Loan Party on Form UCC-1 in such office or offices as may be necessary to perfect the security interests purported to be created by this Agreement; (e) customary opinions of (i) Xxxxx Xxxx & Xxxxxxxx LLP, as special New York counsel to the Effective Date Loan Parties and (ii) Xxxxxxxx, Xxxxxx & Finger, PA, as special Delaware counsel to the Effective Date Loan Parties; (f) copies, dated not more than 30 days before the date of this Agreement, of financing statement searches, as Required Lenders may reasonably request; (g) a Perfection Certificate, duly executed and delivered by all Person who will be Loan Parties on the Effective Date; (h) evidence that (i) a director acceptable to the Lenders has been appointed to the Board of Directors of Borrower (the “Designated Director”) and (ii) the Borrower has amended its Operating Documents to include customary “bankruptcy remote” provisions, including the appointment of an independent director (which, as of the Closing Date, shall be the Designated Director) with customary consent rights, which will remain in effect so long as any Obligations (other than Unasserted Contingent Indemnification Claims) or Term Loan Commitments remain outstanding; (i) evidence that all consents, authorizations and approvals of, and filings and registrations with, and all other actions in respect of, any Governmental Authority or other Person required in connection with the consummation of the transactions hereunder or the conduct of any Effective Date Loan Party’s business as required by this Agreement have been obtained and are in full force and effect; (j) in relation to any Pledged Shares which are certificated, original stock certificates, promissory notes and any other Instruments or agreements representing all of the Pledged Interests required to be pledged hereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer; (k) evidence of payment of all fees, costs and expenses (then payable hereunder, including, but not limited to, reasonable fees and expenses of counsel all Secured Party Expenses to the Agent) extent required to be paid on the Closing Effective Date, pursuant to the terms of this Agreement and each Fee Letter and the Annex thereto.; (bl) The Agent shall have received on a solvency certificate from the chief executive officer or before the Closing Date, the following, each (unless otherwise indicated) dated as chief financial officer of the Closing Date (unless otherwise specified), Borrower in form and substance reasonably satisfactory acceptable to the Agent: (i) This Agreement, duly executed and delivered by the Seller and the Servicer; (ii) The Receivables Sale Agreement, duly executed by the Seller and each Originator, together with: (A) Proper financing statements naming each Originator as debtor, the Seller as secured party and the Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Agreement; (B) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator; (C) The Consent and Agreement, duly executed by the Seller and each OriginatorLenders; and (Dm) A Subordinated Note, in substantially the form of Exhibit B on or prior to the Receivables Sale AgreementEffective Date, payable to (i) all documentation and other information that shall have been reasonably requested by Agent or the order of each Originator, Lenders in writing and duly executed by that Agent or the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an OriginatorLenders, as applicable, reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT ACT, and (yii) if the Borrower qualifies as a control agreement“legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in form relation to the Borrower. Notwithstanding anything in this Loan Agreement to the contrary, (a) for purposes of determining compliance with the conditions specified in this Section 3.1, Agent and substance reasonably each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the AgentAgent or such Lender, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller as applicable and (b) this Agreement shall be effective (and the Servicer, as applicable; (v“Effective Date” shall be deemed to have occurred) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names and true signatures of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certificationexecution hereof, in each case of clauses (Ca) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (ix) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably request. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the unless Agent shall have received evidence of express written notice from such termination in form and substance satisfactory to the Agent. (f) The ABF Agreement shall be in full force and effect and no default shall exist thereunder. (g) The Agent shall be satisfied with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months Lender prior to the Closing Date. (h) Total Excess Availability (after giving effect to the effectiveness of this Agreement and the ABF Agreement) shall be at least $300,000,000 on the Closing Dateproposed Effective Date specifying its objection thereto. The Agent shall promptly notify the Seller, the Servicer and the Purchasers Each of the Closing parties hereto agrees that the “Effective Date” is (and occurred on) April 30, and such notice shall be conclusive and binding on all parties hereto2024.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the satisfaction (or substantially simultaneous satisfaction) of the following conditions precedent: (a) The Agent and the Syndication Agent shall have received all fees and expenses (including, but not limited to, reasonable fees and expenses of counsel to the Agentcounsel) required to be paid on the Closing Effective Date, pursuant to the terms of this Agreement and each the Second Amended and Restated Fee Letter and the Annex theretoLetter. (b) The Agent shall have received on or before the Closing Effective Date, the following, each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified)Effective Date, in form and substance reasonably satisfactory to the Agent: (i) This Agreement, duly executed and delivered by the Seller and the Servicer; (ii) The Second Amended and Restated Parent Undertaking, dated June 26, 2007 duly executed and delivered by PolyOne; (iii) The Canadian Receivables Sale Agreement, duly executed by the Seller Seller, PolyOne and each the Canadian Originator, together with: (A) Proper [deleted]; (B) Completed PPSA and other personal property security searches, dated on or a date reasonably near to the Effective Date listing all effective financing statements or similar filings which name the Canadian Originator (under its present name and any previous name used by such Person) as debtor and which are filed in the jurisdictions set forth in Schedule VI, together with copies of such financing statements or similar filings (none of which, except those naming each the Canadian Originator as debtor, the Seller as secured party and the Citicorp, as Agent, as assignee, and those subject to the termination and releases to be obtained pursuant to Section 3.04 below, shall cover any Receivables, Related Security, Collections or Contracts); (C) The Canadian Consent and Agreement, duly executed by the parties thereto; and (D) The Canadian Subordinated Notes, in substantially the form of Exhibit B to the Canadian Receivables Sale Agreement, payable to the order of the Canadian Originator, and duly executed by the Seller. (iv) [deleted] (v) Certified copies, dated as of a recent date, of the charter or articles, by-laws or code of regulations (as the case may be), as amended, of the Seller, the Servicer and the Canadian Originator, respectively. (vi) Good standing certificates (or its equivalent), dated as of a recent date, issued by the Secretary of State of the jurisdiction of incorporation of the Seller, the Servicer and the Canadian Originator, with respect to the Seller, the Servicer and the Canadian Originator, respectively. (vii) Certified copies of the resolutions of the Board of Directors of each of the Seller and the Canadian Originator, approving the Transaction Documents to be delivered by it hereunder and the transactions contemplated hereby and thereby. (viii) A certificate, dated on or a date reasonably near to the Effective Date, of an officer of each of the Seller, the Servicer and the Canadian Originator, certifying the names and true signatures of its officers authorized to sign the Transaction Documents and the other documents to be delivered by it hereunder. (ix) Proper financing statements naming the Seller as debtor and Citicorp, as Agent, as secured party, and other applicable filings, to be filed under the UCC UCC, PPSA or other comparable law of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Seller’s ownership interests created or purported to be created by the Receivables Sale Agreement;hereby. (Bx) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator; (C) The Consent and Agreement, duly executed by the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names and true signatures of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (ix) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; andSeller. (xiiixi) Completed PPSA and other personal property security searches, dated on or a date reasonably near to the Effective Date, listing all effective financing statements filed in the jurisdictions referred to in subsection (b)(ix) above that name the Seller as debtor, together with copies of such other financing statements (none of which, except those subject to the termination and releases described in subsection (x) above, shall cover any Receivables, Related Security, Collections or Contracts). (xii) Favorable opinions of (A) Xxxxxx X. X’XxxxxGowling XxXxxxx Xxxxxxxxx LLP, General Counsel of EquistarCanadian counsel to the Canadian Originator, the Servicer and the Seller, in substantially the form of Exhibit I-2 hereto and as to such other matters as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 J hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Canadian Receivables Sale Agreement from each the Canadian Originator to the SellerSeller and the future sale of Purchased Property hereunder, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy CodeCanadian Originator, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board)regulations, the perfection of all ownership and other interests purported to be granted under the Transaction DocumentsDocuments (with the exception of the perfection opinion to be given under Section 3.03(c) below), and no conflicts with material agreements. (xiii) A favorable opinion of Weil, and (C) special Gotshal & Xxxxxx LLP, counsel to the Agent, as the Agent may reasonably request; and (xiv) A certificate of the chief financial officer or treasurer, in the case of the Seller and the Canadian Originator, stating that each of the Seller and the Canadian Originator is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents, and also satisfies the other tests set out in Section 3.01(v) of the Canadian Receivables Sale Agreement. (c) Each of the Seller, the Originators and Canadian Originator, the Servicer and its Subsidiaries shall have received all necessary governmental and third party consents and approvals necessary in connection with the Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence the Second Amended and Restated Fee Letter dated June 26, 2007, duly executed by the parties thereto. (e) A certificate of such termination an officer of each of the Seller and the Canadian Originator certifying that there exists no action, suit, investigation, litigation or proceeding pending or, to its knowledge, threatened in any court or before any arbitrator or governmental instrumentality that (i) could reasonably be expected to result in a Material Adverse Change or (ii) restrains, prevents or imposes or can reasonably be expected to impose materially adverse conditions on the transactions contemplated hereunder. (f) The Servicer and the Seller shall have each delivered to the Purchasers a pro forma consolidated balance sheet for itself and its Subsidiaries, if any, which shall be in form and substance satisfactory to the Agent. Agent and each Purchaser, and there shall not occur as a result of the funding hereunder, a default (for any event which with the giving of notice or lapse of time or both would be a default) The ABF Agreement shall be in full force under any of the Seller’s, the Canadian Originator’s or their respective Subsidiaries’ debt instruments and effect and no default shall exist thereunderother material agreements. (g) The Agent shall be satisfied with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior have received evidence that after giving effect to the Closing Purchases occurring on the Effective Date, both hereunder and under the U.S. RPA, Receivables Excess Availability is not less than $60,000,000. (h) Total Excess Availability (after giving effect All conditions to the effectiveness of this Agreement and the ABF Agreement) U.S. RPA shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties heretohave been satisfied.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the satisfaction conditions precedent set forth in this Section 7.02, being satisfied (or substantially simultaneous satisfactionwaived by the Lenders) of as confirmed by the following conditions precedentAgent in writing: (a) The Agent shall have received all fees on its own behalf or for and expenses (includingon behalf of the Lenders as applicable, but not limited to, reasonable fees each in full force and expenses of counsel effect and in form and substance satisfactory to the Agent) required to be paid on the Closing DateLenders (unless otherwise noted), pursuant to the terms of this Agreement and each Fee Letter and the Annex thereto. (b) The Agent shall have received on or before the Closing Dateacting reasonably, the following, each : (unless otherwise indicatedi) dated as of this Agreement duly executed and delivered by the Closing Date parties hereto; (unless otherwise specified)ii) the Agency Fee Agreement on its own behalf, in form and substance reasonably satisfactory to the Agent: (i) This Agreement, duly executed and delivered by the Seller and the Servicer; (ii) The Receivables Sale Agreement, duly executed by the Seller and each Originator, together with: (A) Proper financing statements naming each Originator as debtor, the Seller as secured party and the Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Agreement; (B) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator; (C) The Consent and Agreement, duly executed by the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the SellerBorrower; (iii) The Equistar Undertakingto the extent not previously delivered, a copy of each other Loan Document required hereby (including the Security) duly executed and delivered by Equistar;the Credit Parties and the other Limited Recourse Guarantor, and any additional Security required to be provided at such time shall have been executed and delivered and all registrations necessary or desirable in connection therewith shall have been made as required pursuant to this Agreement, and any other documentation required by the Agent pursuant to this Agreement shall have been executed and delivered, all in form and substance satisfactory to the Agent in its sole discretion (iv) without limiting (xiii) A Lock-Box Agreement with each Lock-Box Bank, above: A. the Limited Guarantee duly executed and delivered by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicableXxxxxx Xxxxxx; (v) The Intercreditor Agreement B. a Limited Recourse Guarantee duly executed and delivered by each party theretothe Parent; (vi) Good standing certificates (or equivalent) issued by the Secretary C. [intentionally deleted]; and D. a confirmation of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names existing security and true signatures of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder limited recourse guarantee to be executed and delivered by [***] confirming that, notwithstanding the execution of this Agreement, that the Security delivered by it remains in full force and effect as continuing security and each such document is a legal and binding obligation of [***]; (v) a currently dated certificate of status, good standing, or equivalent in respect of the each Credit Party issued under the laws of the applicable relevant jurisdictions in which it is incorporated; (vi) from a responsible officer on behalf of each of the Credit Parties a certificate dated the ARCA Closing Date (or a bring down of the certificates delivered on the Original Closing Date as applicable) certifying (A) that attached thereto is a true and complete copy of each Constating Document of such Transaction Party, person (B) that attached thereto is a true and complete copy of resolutions duly adopted by the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent other governing body) approving and body of such person authorizing the execution, delivery and performance of this Agreement and the other Transaction Loan Documents being delivered on the ARCA Closing Date to which it is a party or in connection with any disposition of pledged Equity Interests upon enforcement of the Security; and that such resolutions have not been modified, rescinded or amended and are in full force and effect as of the date of such certificate, and (DC) that there have been no changes as to the incumbency and specimen signature of each officer or authorized person executing any such Loan Document or any other document delivered in connection with the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause this Agreement; (vii) abovesuch “know your client” information in respect of Tilray Brands that the Agent or any Lender may reasonably require and Tilray Brands shall have satisfied all requirements of the Agent and each Lender under AML Legislation; (viii) in respect of Xxxxxx Xxxxxx, a solvency certificate signed by the chief financial officer or chief accounting officer of such Credit Party in form and substance satisfactory to the Agent and its counsel; (ix) A certificate to the extent not previously delivered, current certificates of a Principal Financial Officer of each Transaction Party certifying that insurance, in form and substance satisfactory to the conditions set forth in Sections 3.1(aAgent (acting reasonably), (bevidencing the insurance required to be maintained by the Companies pursuant to Section 5.01(i), listing the Agent on behalf of the Lenders as first loss payee and mortgagee and additional insured, and containing a mortgage clause or endorsement satisfactory to the Agent (cacting reasonably), (e), (f) and (h) have been satisfied; (x) A certificate to the extent not previously delivered, any governmental, regulatory and third party approvals necessary in connection with the effectiveness of a Principal Financial Officer of each of the Seller this Agreement and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder herein shall have been given unconditionally and under the other Transaction Documentswithout containing any onerous terms; (xi) Proper financing statements naming all consents that are required from the Sellerdirectors, as debtorshareholders, and partners or members of Tilray Brands, the AgentParent or the Borrower, as secured party, either in connection with the pledges of Equity Interests pursuant to be filed under the UCC Security or in connection with any disposition of all jurisdictions that pledged Equity Interests upon enforcement of the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions DocumentsSecurity; (xii) Proper financing statement terminations to the extent not previously delivered, all consents that are required from the directors, shareholders, partners or releasesmembers of the Companies, if any, necessary either in connection with the pledges of Equity Interests pursuant to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by in connection with any disposition of pledged Equity Interests upon enforcement of the Seller or any Originator; andSecurity; (xiii) Favorable customary opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction PartiesCredit Parties and Limited Recourse Guarantors addressed to the Agent, each Lender and Xxxxxxx’ counsel, relating to all matters considered relevant, including existence and capacity of each Credit Party, the due authorization, execution, delivery and enforceability of the Loan Documents to which each Credit Party and Limited Recourse Guarantor, is a party being delivered in substantially connection herewith and the forms registration and perfection of Exhibit I-1 the Security in the relevant jurisdictions; (xiv) updated reasoned opinion of XxXxxxxx Xxxxxxxx LLP, litigation counsel to Xxxxxx, addressed to the Agent and I-3 hereto each Lender relating to the potential liability and estimated exposure arising out of certain class action lawsuits described in Schedule 4.01(r) in which Aphria is named as to a defendant; (xv) such other matters documents, certificates, opinions and agreements as are reasonably required to confirm the completion and satisfaction of the foregoing which the Agent and the Lenders may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as such steps that the Agent may reasonably request.require to comply with Article VI; (b) to the extent not previously satisfied, the Lenders shall have completed and shall be satisfied with their due diligence in respect of the Credit Parties, including compliance with all Applicable Laws including and Cannabis Laws, current financial statements, environmental review and specifically including but not limited to the following: (i) detailed financial model (both consolidated and unconsolidated) including consolidated opening balance sheet and a financial projections for the Business in respect of the next three (3) Fiscal Years; (ii) the Tilray Brands Year-End Financial Statements and the Borrower Year-end Financial Statements for the immediately preceding Fiscal Year, prepared in accordance with GAAP; (iii) the Interim Financial Statements for the Borrower and Tilray Brands in respect of the Fiscal Quarter ended August 31, 2022; (iv) a Compliance Certificate completed by the Borrower and Tilray Brands evidencing compliance with the financial covenants in Section 5.03 required to be complied with as at the ARCA Closing Date; (v) to the extent not previously satisfied, satisfaction of the Lenders with the terms and conditions of all Material Agreements (including the Supply Agreement and the Shareholders Agreement among the shareholders of the Borrower), and all Material Permits, including the Health Canada Licences, the APHA24 Convertible Notes, the TLRY23 Convertible Notes, and the TLRY HTI Convertible Note; (c) Each of to the Sellerextent not previously delivered, the Originators Agent and the Servicer Lenders shall have received all necessary governmental an Acceptable Appraisal completed within twelve months of the ARCA Closing Date in respect of the Owned Properties (including the Project Property) confirming market value, alternate use value on a hypothetical best use facility basis, cost to complete approach and third party consents comparable transaction approach, and approvals necessary orderly liquidation value in connection a minimum amount of not less than Ninety-four Million Dollars ($94,000,000) in the case of the Project Property, together with Transaction Documents a letter from applicable accredited appraiser confirming that the Agent and the transactions contemplated thereby Lenders are entitled to rely on each such appraisal; (without the imposition of any conditions that are not reasonably acceptable d) to the Purchasers) and shall remain in effectextent not previously satisfied, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) Agent shall have been made completed a site visit to each of the Owned Properties and all applicable waiting periods shall have expired without be satisfied them; (e) no litigation is pending or threatened in either case any action being taken by any competent authority; and writing against one or more of the Credit Parties that would reasonably be expected to constitute a Material Adverse Change; (f) no law or regulation Applicable Law shall be applicable in the judgment of the Purchasers Lenders that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents this Agreement or the transactions contemplated thereby.hereby; (dg) The Purchasers shall to the extent not previously delivered, the Agent must have received releases and be satisfied with discharges (iin registrable form where appropriate) audited financial statements covering all Liens affecting any Property of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, each Company that are included in not Permitted Liens; (h) to the Confidential Information Memorandum.extent not previously delivered, the Agent must have received all Intercreditor Agreements that are required hereunder; (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to extent not previously delivered, if requested by the Agent, the Agent and the Lenders shall have received particulars of any particular material, Permitted Liens, specifically including the assets encumbered thereby and the amounts due thereunder; (iiij) to the extent not previously delivered, the property and assets of the Companies shall be insured in accordance with the requirements of this Agreement; (k) to the extent not previously satisfied, the Credit Parties and the Limited Recourse Guarantors shall have satisfied all requirements of the Agent and each Lender under AML Legislation; (l) the Borrower shall have paid, or arrangements have been made to pay on the ARCA Closing Date, all fees and reasonable expenses of the Agent and the Lenders then due in respect of this Agreement and the other Loan Documents, including under the Agency Fee Agreement as supplemented as of the ARCA Closing Date and including the Agent’s reasonable third party legal expenses; (m) the Agent and the Lenders shall have received evidence such additional evidence, documents or undertakings as they may reasonably require to complete the transactions contemplated hereby in accordance with the terms and conditions contained herein; (n) all representations and warranties of the Credit Parties and Limited Recourse Guarantors in all Loan Documents, shall be true and correct in all material respects both immediately before and immediately following the ARCA Closing Date as though made on and as of such termination in form date unless such representation and substance satisfactory warranty expressly refers to the Agent.a different date; and (fo) The ABF Agreement no Default or Event of Default shall have occurred and be in full force and effect and no default shall exist thereunder. (g) The Agent shall be satisfied with continuing on the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to the ARCA Closing Date. (h) Total Excess Availability (after giving effect to Date nor result from the effectiveness of this Agreement and or the ABF Agreement) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties heretoLoan Documents contemplated hereby.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness obligation of this Agreement each Lender to make its initial extension of credit hereunder is subject to the satisfaction (condition that the Agent has received on or substantially simultaneous satisfaction) before the Closing Date all of the following conditions precedent:in form and substance satisfactory to the Agent and each Lender, in sufficient copies for each Lender; (a) The Agent shall have received all fees and expenses (including, but not limited to, reasonable fees and expenses of counsel to the Agent) required to be paid on the Closing Date, pursuant to the terms of this This Agreement and the Notes executed by each Fee Letter and the Annex party thereto. (b) The Agent shall have received on or before the Closing Date, the following, each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory to the Agent: (i) This Agreement, duly executed and delivered by the Seller and the Servicer; (ii) The Receivables Sale Agreement, duly executed by the Seller and each Originator, together with: (A) Proper financing statements naming each Originator as debtor, the Seller as secured party and the Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Agreement; (B) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator; (C) The Consent and Agreement, duly executed by the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of a resolution or resolutions adopted by the articles Board of Directors or certificate Executive Committee of incorporation (or equivalent Constituent Document) of each Transaction Partythe Borrower, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names Borrower as being in full force and true signatures of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certificationhereof, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and (D) that there have been no changes in the certificate consummation of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (ix) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtorhereby, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation copy of the Seller with each other Transaction Party or any Certificate of its Affiliates in a case under Incorporation and the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability By-Laws of the Transaction DocumentsBorrower, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably requestsimilarly certified. (c) Each A certificate, signed by the Secretary or an Assistant Secretary of the SellerBorrower and dated the date hereof, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable as to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment incumbency of the Purchasers that restrains, prevents person or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated therebypersons authorized to execute and deliver this Agreement. (d) A certificate signed by the Chief Financial Officer or Vice Chairman and Executive Vice President of the Borrower that, as of the date hereof, there has been no material adverse change in its consolidated financial condition since December 31, 2000 not reflected on its Quarterly Report on Form 10-Q filed with the SEC for the period ending March 31, 2001. (e) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the persons authorized to execute and deliver a Borrowing Advice, a Notice of Conversion/Continuation, and the Revolving Notes and the Term Notes. The Purchasers Agent and each Lender may rely on such certificate with respect to the Revolving Loans and Term Loans hereunder unless and until it shall have received and be satisfied with an updated certificate and, after receipt of such updated certificate, similarly may rely thereon. (if) audited financial statements A written opinion, dated the date hereof, of Equistar and its Consolidated Subsidiaries counsel for the Fiscal Year ending December 31Borrower, 2002 in the form of Exhibit E. (g) Evidence of payment by independent nationally-recognized public accountants which statements the Borrower of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Closing Date, together with Attorney Costs of Bank of America to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Bank of America's reasonable estimate of Attorney Costs incurred or to be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, incurred by it through the fiscal quarter ending September 30closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and Bank of America); including any such costs, 2003, fees and expenses arising under or referenced in Sections 2.9 and 10.4. (iiih) Written evidence that all of the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that Borrowing Agreements have been or concurrently herewith are included in the Confidential Information Memorandumbeing terminated. (i) All obligations for outstanding capitalA certificate, accrued and unpaid yield and fees and other amounts then due and payable under signed by the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination in form and substance satisfactory to the Agent. (f) The ABF Agreement shall be in full force and effect and no default shall exist thereunder. (g) The Agent shall be satisfied with the results of a field examination Treasurer or an Assistant Treasurer of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to Borrower and dated as of the Closing Date. (h) Total Excess Availability (date hereof, which confirms that after giving effect to the effectiveness of this Agreement and the ABF Agreement) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers aggregate principal amount of credit available under all of the Closing Date, and such notice shall be conclusive and binding on all parties heretoBorrower's committed unsecured revolving credit facilities combined will not exceed the amount authorized under the resolutions of the Borrower referenced in subsection 4.1(b).

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is and the Conduit Lender's and any Secondary Lender's obligations hereunder shall be subject to the satisfaction (or substantially simultaneous satisfaction) of conditions precedent that the following conditions precedent: (a) The Program Agent shall have received all fees and expenses (including, but not limited to, reasonable fees and expenses of counsel to the Agentor waived receipt thereof) required to be paid on the Closing Date, pursuant to the terms of this Agreement and each Fee Letter and the Annex thereto. (b) The Agent shall have received on or before the Closing Date, initial Borrowing Date the following, each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory to the AgentProgram Agent and the Secondary Lenders in sufficient copies for the Conduit Lender and the Secondary Lenders: (ia) This Agreement, each of the Program Documents (other than the Loan Documents) duly executed and delivered by the Seller parties thereto, which shall each be in full force and the Servicereffect; (b) the Prospectus; (c) the signed opinions of counsel to the Borrower and the Adviser addressed to the Program Agent, the Conduit Lender and each Secondary Lender as to such matters as the Program Agent shall have reasonably requested; (d) if requested by the Conduit Lender or any Secondary Lender pursuant to Section 2.03 on or prior to the Closing Date, an Advance Note duly executed and completed by the Borrower to the Conduit Lender or such Secondary Lender, as applicable; (e) copies of all Governmental Authorizations, material Private Authorizations and Governmental Filings, if any, which may be required to be made or obtained by the Borrower in connection with the transactions contemplated by this Agreement; (f) a certificate of the Secretary or Assistant Secretary of each of the Borrower and the Adviser certifying (i) as to its certificate of incorporation or declaration of trust, as applicable and by-laws, (ii) The Receivables Sale Agreementas to the resolutions of its Board of Directors or Board of Trustees, duly executed by as applicable, approving this Agreement and the Seller other Program Documents (other than the Loan Documents) to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Program Documents (other than the Loan Documents) to which it is a party are true and correct in all material respects, and (iv) the incumbency and specimen signature of each Originator, together with:of its officers authorized to execute the Program Documents (other than the Loan Documents) to which it is a party; (Ag) Proper copies of proper financing statements naming each Originator the Borrower as debtor, debtor and the Seller Program Agent as secured party and the Agent, as assignee, to be filed under the UCC of in all jurisdictions that the Program Agent may deem necessary or desirable in order to perfect the Seller’s Program Agent's interests created or purported to be created in the Pledged Collateral contemplated by the Receivables Sale this Agreement; (Bh) Proper copies of proper termination financing statement terminations or releasesstatements, if any, necessary to release all security interests and other rights Adverse Claims of any Person in the Receivables, Related Security, Collections or Contracts Assets of the Borrower previously granted by any Originatorthe Borrower; (Ci) The Consent completed requests for information, dated on or before the date of the initial Borrowing Date, listing all effective financing statements filed in the jurisdictions referred to in subsection (g) above that name the Borrower (under its present name and Agreementany previous name) as debtor, duly executed by the Seller and each Originatortogether with copies of such other financing statements; and (Dj) A Subordinated Notea pro forma Investor Report, in substantially which shall evidence compliance with the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box BankBorrowing Base Test, the Agent Asset Coverage Test and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any certain other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State terms of the jurisdiction of incorporation of each Transaction Party; Program Documents (viiother than the Loan Documents) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names and true signatures of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (ix) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and initial borrowing of Advances under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably requestthis Agreement. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination in form and substance satisfactory to the Agent. (f) The ABF Agreement shall be in full force and effect and no default shall exist thereunder. (g) The Agent shall be satisfied with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to the Closing Date. (h) Total Excess Availability (after giving effect to the effectiveness of this Agreement and the ABF Agreement) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is and any Conduit Lender’s, any Secondary Lender’s and any Direct Lender’s obligations hereunder shall be subject to the satisfaction (or substantially simultaneous satisfaction) of conditions precedent that the following conditions precedent: (a) The Program Agent and each Direct Lender shall have received all fees and expenses (including, but not limited to, reasonable fees and expenses of counsel to the Agentor waived receipt thereof) required to be paid on the Closing Date, pursuant to the terms of this Agreement and each Fee Letter and the Annex thereto. (b) The Agent shall have received on or before the Closing Date, initial Borrowing Date the following, each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory to the AgentProgram Agent and each Direct Lender in sufficient copies for the Conduit Lenders and the Secondary Lenders: (ia) This Agreement, each of the Program Documents duly executed and delivered by the Seller parties thereto, which shall each be in full force and the Servicereffect; (b) the Prospectus; (c) the signed opinions of counsel to the Borrower and the Adviser addressed to the Program Agent, each Conduit Lender each Secondary Lender and each Direct Lender as to such matters as the Program Agent and the Direct Lenders shall have reasonably requested; (d) if requested by any Conduit Lender, any Secondary Lender or any Direct Lender pursuant to Section 2.03 on or prior to the Closing Date, an Advance Note duly executed and completed by the Borrower to such Conduit Lender, such Secondary Lender or such Direct Lender, as applicable; (e) copies of all Governmental Authorizations, material Private Authorizations and Governmental Filings, if any, which may be required to be made or obtained by the Borrower in connection with the transactions contemplated by this Agreement; (f) a certificate of the Secretary or Assistant Secretary of each of the Borrower and the Adviser certifying (i) as to its certificate of incorporation or declaration of trust, as applicable and by-laws, (ii) The Receivables Sale Agreementas to the resolutions of its Board of Directors or Board of Trustees, duly executed by as applicable, approving this Agreement and the Seller other Program Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Program Documents to which it is a party are true and correct in all material respects, and (iv) the incumbency and specimen signature of each Originator, together with:of its officers authorized to execute the Program Documents to which it is a party; (Ag) Proper copies of proper financing statements naming each Originator the Borrower as debtor, debtor and the Seller Program Agent as secured party and the Agent, as assignee, to be filed under the UCC of in all jurisdictions that the Program Agent may deem necessary or desirable in order to perfect the SellerProgram Agent’s interests created or purported to be created in the Pledged Collateral contemplated by the Receivables Sale this Agreement; (Bh) Proper copies of proper termination financing statement terminations or releasesstatements, if any, necessary to release all security interests and other rights Adverse Claims of any Person in the Receivables, Related Security, Collections or Contracts Assets of the Borrower previously granted by any Originatorthe Borrower; (Ci) The Consent completed requests for information, dated on or before the date of the initial Borrowing Date, listing all effective financing statements filed in the jurisdictions referred to in subsection (g) above that name the Borrower (under its present name and Agreementany previous name) as debtor, duly executed by the Seller and each Originatortogether with copies of such other financing statements; and (Dj) A Subordinated Notea pro forma Investor Report, in substantially which shall evidence compliance with the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box BankBorrowing Base Test, the Agent and the SellerAsset Coverage Test, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names and true signatures of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (ix) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions Leverage Ratio requirements set forth in Sections 3.1(aSection 5.02(q), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each certain other terms of the Seller and Originators stating that such Transaction Party is Solvent Program Documents after giving effect to the transactions contemplated hereunder and initial borrowing of Advances under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably requestthis Agreement. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination in form and substance satisfactory to the Agent. (f) The ABF Agreement shall be in full force and effect and no default shall exist thereunder. (g) The Agent shall be satisfied with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to the Closing Date. (h) Total Excess Availability (after giving effect to the effectiveness of this Agreement and the ABF Agreement) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the satisfaction (or substantially simultaneous satisfaction) of the following conditions precedent: precedent that (a) The Agent each of the other Purchase Documents shall have received all fees be in full force and expenses (including, but not limited to, reasonable fees effect and expenses of counsel to the Agent) required to be paid on the Closing Date, pursuant to the terms of this Agreement and each Fee Letter and the Annex thereto. (b) The Agent the conditions set forth below shall have received been satisfied on or before the Closing Effective Date, the following, each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory to the Agent: (i) This the Company shall have received copies of duly adopted resolutions of the Board of Directors of each Seller as in effect on the Effective Date and in form and substance satisfactory to the Company, authorizing this Agreement, duly executed and the documents to be delivered by the such Seller hereunder and the Servicertransactions contemplated hereby, certified by the Secretary or Assistant Secretary of such Seller; (ii) The Receivables Sale Agreement, the Company shall have received duly executed by the Seller and each Originator, together with: (A) Proper financing statements naming each Originator as debtor, the Seller as secured party and the Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Agreement; (B) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator; (C) The Consent and Agreement, duly executed by the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) Seller, dated the names and true signatures of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (ix) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each day of the Seller Effective Date and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably request. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination in form and substance satisfactory to the Agent.Company, certifying the names and true signatures of the officers authorized on behalf of such Seller to sign this Agreement or any instruments or documents in connection with this Agreement; (fiii) The ABF the Concentration Account and the Lockbox Accounts shall have been established in the name of the Company, and lockbox arrangements made in connection with the 1994 Liquidity Agreement shall be in full force and effect and no default shall exist thereunder.have been terminated as to the collateral agent under such agreement; (giv) The the Company shall have received (i) duly executed UCC-1 financing statements from each of the Sellers with respect to the Receivables and the Related Security for filing in such manner and in such jurisdictions as are necessary or desirable to perfect the Company's ownership interest thereof under the UCC; (ii) duly executed UCC statements assigning to the Agent shall be satisfied any UCC-1 financing statements filed in connection with the results Prior Sale Agreement against BII in favor of the Company; and (iii) all other action necessary or desirable, in the opinion of the Company, to perfect the Company's ownership of the Purchased Receivables shall have been duly taken; (v) each Seller shall have delivered to the Company a microfiche or other tangible evidence acceptable to the Company showing as of a field examination of date acceptable to the Originators conducted by CUSA’s internal auditors no more than 3 months Company prior to the Closing Date.Effective Date the Obligors whose Receivables are to be transferred to the Company and the balance of the Receivables with respect to each such Obligor as of such date; (hvi) Total Excess Availability (after giving effect the Company shall have received reports of UCC and other searches of each Seller with respect to the effectiveness of this Agreement Receivables and the ABF AgreementRelated Security reflecting the absence of Liens thereon, except Liens created in connection with the sale by the Company of an interest in the Purchased Receivables and except for Liens as to which the Company has received UCC termination statements; and (vii) the Company shall be at least $300,000,000 on have modified the Closing Date. The Agent shall promptly notify existing lockbox arrangements with the Seller, Lockbox Banks to reflect the Servicer and transactions contemplated by the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties heretonew Transaction Documents.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the satisfaction (or substantially simultaneous satisfaction) fulfillment of the following conditions precedent: (a) The Administrative Agent shall have received all fees and expenses (includingreceived, but not limited to, reasonable fees and expenses of counsel to the Agent) required to be paid on the Closing Date, pursuant to the terms of this Agreement and each Fee Letter and the Annex thereto. (b) The Agent shall have received on or before the Closing Date, the following, each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory to the Agenteach Lender (except where otherwise specified below) and (except for any Promissory Notes) in sufficient copies for each Lender: (i) This AgreementCertified copies of the resolutions of the Board of Directors, duly executed and delivered by or of the Seller and Executive Committee of the Servicer; Board of Directors (ii) The Receivables Sale Agreementor persons performing similar functions), duly executed by the Seller of each Borrower, each Guarantor and each Originatorother Grantor (each a "LOAN PARTY") authorizing each such Loan Party to enter into each Loan Document to which it is, together with: (A) Proper financing statements naming each Originator as debtoror is to be, the Seller as secured party a party, and the Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem documents evidencing other necessary in order to perfect the Seller’s interests created corporate or purported to be created by the Receivables Sale Agreement; (B) Proper financing statement terminations or releasesother action and Governmental Approvals, if any, necessary with respect to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator;each such Loan Document. (C) The Consent and Agreement, duly executed by the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viiiii) A certificate of the Secretary or an Assistant Secretary of each Transaction Loan Party certifying the names, true signatures and incumbency of (A) the names and true signatures of each officer officers of such Transaction Loan Party that has been authorized to execute sign the Loan Documents to which it is, or is to be, a party, and deliver any Transaction Document or the other document required hereunder documents to be executed delivered hereunder and delivered by or on behalf of such Transaction Party, thereunder and (B) the representatives of such Loan Party authorized to sign notices to be provided under the Loan Documents to which it is, or is to be, a party, which representatives shall be acceptable to the Administrative Agent. (iii) Copies of the Certificate of Incorporation and by-laws (or equivalent Constituent Documentcomparable constitutive documents) of each Loan Party, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of each such Transaction Loan Party. (iv) Good Standing Certificates (or other similar certificate) for each of the Loan Parties, issued by the Secretary of State of the jurisdiction of organization of each such Loan Party as in effect on of a recent date. (v) The Guaranty, duly executed by each Guarantor. (vi) The Pledge Agreements, duly executed by the date of such certificationBorrowers and each Grantor, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause as applicable. (vii) above;The Cash Collateral Agreement, duly executed by each Borrower. (ixviii) A certificate certified copy of a Principal Financial Officer of each Transaction Party certifying that Schedule I hereto, in form and substance reasonably satisfactory to the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied;Administrative Agent setting forth: (xA) A certificate of a Principal Financial Officer of each all Project Finance Debt of the Seller Company and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the SellerConsolidated Subsidiaries, as debtorof June 30, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator2004; and (xiii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, debt (as such term is construed in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1accordance with GAAP) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any Loan Parties as of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably request. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September June 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination in form and substance satisfactory to the Agent. (f) The ABF Agreement shall be in full force and effect and no default shall exist thereunder. (g) The Agent shall be satisfied with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to the Closing Date. (h) Total Excess Availability (after giving effect to the effectiveness of this Agreement and the ABF Agreement) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.,

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the fulfillment, to the satisfaction (or substantially simultaneous satisfaction) of Agent, of each of the following conditions precedentprecedent set forth below: (a) The the Closing Date shall occur on or before the date which is five days after the entry of the Interim Order in the Cases; (b) Agent shall have filed Uniform Code Financing Statements in each Borrower’s state of incorporation; (c) Agent shall have received all fees each of the following documents, in form and expenses substance satisfactory to Agent, duly executed, and each such document shall be in full force and effect: (includingi) the Notes, (ii) the Agent Fee Letter, but not limited to, reasonable fees and expenses and (iii) the Tranche B Lenders Fee Letter. (d) Agent shall have received a certificate from the Secretary of counsel each Borrower attesting to the Agentresolutions of such Borrower’s Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Borrower is a party and authorizing specific officers of such Borrower to execute the same; (e) required Agent shall have received copies of each Borrower’s Governing Documents, as amended, modified, or supplemented to be paid on the Closing Date, pursuant to certified by the terms Secretary of this Agreement and each Fee Letter and the Annex thereto.such Borrower; (bf) The Agent shall have received on or before a certificate of status with respect to each Borrower, dated within 25 days of the Closing Date, such certificate to be issued by the followingappropriate officer of the jurisdiction of organization of such Borrower, which certificate shall indicate that such Borrower is in good standing in such jurisdiction; (g) Agent shall have received certificates of status with respect to each Borrower whose chief executive office is located in a jurisdiction different from its jurisdiction of organization, each (unless otherwise indicated) dated as within 30 days of the Closing Date Date, such certificates to be issued by the appropriate officer of the jurisdictions (unless otherwise specifiedother than the jurisdiction of organization of such Borrower), which certificates shall indicate that such Borrower is in good standing in such jurisdiction; (h) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 7.9, the form and substance of which shall be satisfactory to the Agent; (i) Agent shall have received an opinion of Borrowers’ counsel, addressed to the Agent and the Lenders, in form and substance reasonably satisfactory to the Agent: (i) This Agreement, duly executed and delivered by the Seller and the Servicer; (iij) The Receivables Sale Agreement, duly executed by the Seller Agent and each Originator, together with:Tranche B Lender shall have received the initial Borrowing Base Certificate dated as of the Closing Date; (Ak) Proper financing statements naming each Originator as debtorall other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to Agent; (l) Borrowers shall pay all Lender Group Expenses incurred in connection with the Seller as secured party and the Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created transactions evidenced by the Receivables Sale this Agreement; (Bm) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any OriginatorAgent shall have received the Arrangement Fee; (Cn) the Agent shall have received the Agent’s Commitment Fee for the pro rata account of the Revolving Credit Lenders; (o) the Agent shall have received the Agent’s Monitoring Fee; (p) Tranche B Lenders shall have received, pro rata, the Tranche B Commitment Fee; (q) Tranche C Lenders shall have received, pro rata, the Tranche C Commitment Fee; (r) The Consent Lenders shall have received the Budget, which identifies the thirteen (13) week cash flow projection of the Parent and its Subsidiaries for the 13-week period immediately after the Closing Date and which shall be in form and substance satisfactory to the Agent; (s) Borrowers shall have received not less than $4,400,000 from the issuance of common equity, which issuance shall be on terms and conditions satisfactory to the Agent; (t) Borrowers shall have Excess Availability of not less than $20,000,000; (u) Borrowers shall have, contemporaneously with the closing of this Agreement, duly executed by paid in full all “Obligations” (as defined in the Seller and each OriginatorPrepetition Credit Agreement) due under the Prepetition Credit Agreement; and (Dv) A Subordinated Note, in substantially All cash management and other “first day orders” submitted for entry on or about the form date of Exhibit B to the Receivables Sale Agreement, payable to commencement of the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, Cases shall be in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names and true signatures of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (ix) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably request. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) unless the Agent shall have received evidence of such termination approve thereof in form and substance satisfactory to the Agentwriting. (f) The ABF Agreement shall be in full force and effect and no default shall exist thereunder. (g) The Agent shall be satisfied with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to the Closing Date. (h) Total Excess Availability (after giving effect to the effectiveness of this Agreement and the ABF Agreement) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is and the Conduit Lender’s and the Alternate Lenders’ obligations hereunder shall be subject to the satisfaction (or substantially simultaneous satisfaction) of conditions precedent that the following conditions precedent: (a) The Administrative Agent shall have received all fees and expenses (including, but not limited to, reasonable fees and expenses of counsel to the Agentor waived receipt thereof) required to be paid on the Closing Date, pursuant to the terms of this Agreement and each Fee Letter and the Annex thereto. (b) The Agent shall have received on or before the Closing Date, initial Borrowing Date the following, each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory to the AgentAdministrative Agent in sufficient copies for the Conduit Lender and the Alternate Lenders: (ia) This Agreement, each of the Transaction Documents duly executed and delivered by the Seller parties thereto, each of which shall be in full force and effect on the ServicerClosing Date; (iib) The Receivables Sale Agreement, duly executed by the Seller and each Originator, together with: (A) Proper financing statements naming each Originator Prospectus as debtor, in effect on the Seller as secured party and the Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale AgreementClosing Date; (Bc) Proper financing statement terminations or releasesthe signed opinions of counsel to the Borrower and the Adviser addressed to the Administrative Agent, if any, necessary the Conduit Lender and each Alternate Lender as to release all security interests and other rights of any Person in such matters as the Receivables, Related Security, Collections or Contracts previously granted by any OriginatorAdministrative Agent shall have reasonably requested; (Cd) The Consent and Agreement, duly executed if requested by the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B Conduit Lender or any Alternate Lender pursuant to Section 2.03 on or prior to the Receivables Sale AgreementClosing Date, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, an Advance Note duly executed and delivered completed by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory Borrower to the Agent, with each depository bank maintaining any other Restricted Account, executed by Conduit Lender or such depository bank, the Agent, the Seller and the ServicerAlternate Lender, as applicable; (ve) The Intercreditor Agreement duly executed copies of all Governmental Authorizations, material Private Authorizations and Governmental Filings, if any, which may be required in connection with the transactions contemplated by each party theretothe Transaction Documents; (vif) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party of the Borrower and the Adviser certifying (Ai) the names and true signatures as to its declaration of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Partytrust, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party other organizational documents, as in effect on the date of such certificationapplicable, (Cii) as to the resolutions of such Transaction Party’s its Board of Directors (or equivalent governing body) Board of Trustees, as applicable, approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the transactions contemplated hereby and thereby, (Diii) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (ix) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions its representations and warranties set forth in Sections 3.1(a)the Transaction Documents to which it is a party are true and correct in all material respects, (b), (c), (e), (f) and (hiv) have been satisfied; (x) A certificate of a Principal Financial Officer the incumbency and specimen signature of each of its officers authorized to execute the Seller and Originators stating that such Transaction Party Documents to which it is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents;a party. (xig) Proper copies of proper financing statements naming the Seller, Borrower as debtor, debtor and the Agent, Administrative Agent as secured party, party to be filed under the UCC of in all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the ownership Administrative Agent’s interests created or purported to be created in the Pledged Collateral contemplated by the Transactions Documentsthis Agreement; (xiih) Proper copies of proper termination financing statement terminations or releasesstatements, if any, necessary to release all security interests and other rights Adverse Claims of any Person in the Pool Receivables, Contracts, Related Security or Collections Assets of the Borrower previously granted by the Seller Borrower; (i) completed requests for information, dated on or before the initial Borrowing Date, listing all effective financing statements filed in the jurisdictions referred to in subsection (g) above that name the Borrower (under its present name and any Originatorprevious name) as debtor, together with copies of such other financing statements; (j) pro forma Investor Report, which shall evidence compliance with the Borrowing Base Test, the Asset Coverage Test and certain other terms of the Transaction Documents (other than the Loan Documents) after giving effect to the initial borrowing of Advances under this Agreement; (k) the fees to be received by it on or prior to the Closing Date under this Agreement and the Fee Letter; and (xiiil) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters instruments, certificates and documents from the Borrower as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably request. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Administrative Agent shall have received evidence of such termination reasonably requested, all in form and substance satisfactory to the Administrative Agent. (f) The ABF Agreement shall be in full force and effect and no default shall exist thereunder. (g) The Agent shall be satisfied with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to the Closing Date. (h) Total Excess Availability (after giving effect to the effectiveness of this Agreement and the ABF Agreement) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is shall be subject to the satisfaction (or substantially simultaneous satisfaction) of each of the following conditions precedent: precedent (a) The Agent shall have received all fees and expenses (including, but not limited to, reasonable fees and expenses any of counsel to the Agent) required to be paid on the Closing Date, pursuant to the terms of this Agreement and each Fee Letter and the Annex thereto. (b) The Agent shall have received on or before the Closing Date, the following, each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified)which Buyer may electively waive, in form and substance reasonably satisfactory to the Agent:Buyer’s sole discretion): (i) This AgreementBuyer shall have received, duly executed and delivered by the Seller and the Servicer; (ii) The Receivables Sale Agreement, duly executed by the Seller and each Originator, together with: (A) Proper financing statements naming each Originator as debtor, the Seller as secured party and the Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Agreement; (B) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator; (C) The Consent and Agreement, duly executed by the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lockat least five (5) days before the Effective Date of this Agreement, all documentation and other information regarding Seller in connection with applicable “know your customer” and anti-Box Agreement with each Lock-Box Bankmoney laundering rules and regulations, executed including the USA Patriot Act, that was requested in writing by such Lock-Box Bank, Buyer at least ten (10) days before the Agent and the Seller, the Servicer or an Originator, as applicableEffective Date, and (y) a control agreement, in form properly completed and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicersigned IRS Form W-8 or W-9, as applicable;, for Seller, and if Seller qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, Buyer shall have also received a Beneficial Ownership Certification of Seller at least five (5) days before the Effective Date if Buyer requested it in writing at least ten (10) days before the Effective Date. (vii) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (on or equivalent) issued by before the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles date hereof, Seller shall deliver or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names and true signatures of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder cause to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (ix) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of documents listed on Exhibit I-2 hereto and as to such other matters as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably request. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination E in form and substance satisfactory to the Agent.Buyer and its counsel; (fiii) The ABF Agreement shall be in full force and effect and as of the date hereof, there has been no default shall exist thereunder.Material Adverse Effect on the financial condition of Seller or any Guarantor since the most recent financial statements of such Person delivered to Buyer; (giv) The Agent shall be satisfied with the results of a field examination as of the Originators conducted date hereof, no material action, proceeding or investigation shall have been instituted or threatened, nor shall any material order, judgment or decree have been issued or proposed to be issued by CUSA’s internal auditors no more than 3 months prior any Governmental Authority with respect to Seller or any Guarantor; (v) Seller shall have delivered to Buyer the opinions of counsel substantially in the form of Exhibit F and in form and substance satisfactory to Buyer and its counsel; (vi) Seller shall have delivered to Buyer such other documents, opinions of counsel and certificates as Buyer may reasonably request; (vii) Seller shall have established the Accounts at Financial Institution and shall have deposited the Required Amount to the Closing Date.Cash Pledge Account; (hviii) Total Excess Availability Seller shall have licenses to Originate Mortgage Loans in all states where it is required to have a license to do so; (after giving effect ix) on or before the date hereof, Seller shall have paid to the effectiveness of extent due all fees and out-of-pocket costs and expenses reasonably incurred (including due diligence fees and expenses and reasonable legal fees and expenses) required to be paid under this Agreement or any other Transaction Document; and (x) Buyer shall have received such other documents, information, reports and the ABF Agreement) certificates as it shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties heretohave reasonably requested.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this This Agreement is subject to shall not become effective until the satisfaction (or substantially simultaneous satisfaction) date on which each of the following conditions precedent:is satisfied (or waived in accordance with Section 11.02). (a) The Administrative Agent (or its counsel) shall have received all fees and expenses from each party thereto either (including, but not limited to, reasonable fees and expenses of counsel to the Agenti) required to be paid on the Closing Date, pursuant to the terms a counterpart of this Agreement and each Fee Letter and signed on behalf of such party or (ii) written evidence satisfactory to the Annex theretoAdministrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Lenders, the Administrative Agent, the Arranger and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to certain fee letters executed and delivered with respect to the term loan facility provided for herein, shall have received all fees required to be paid by the Effective Date (including, without limitation, all fees owing on the Effective Date under Section 2.12(b) hereof), and all expenses for which invoices have been presented on or before the Effective Date. (c) The Administrative Agent shall have received on or before the Closing Date, the following, each (unless otherwise indicated) dated as certified copies of the Closing Date resolutions of the Board of Directors of the Borrower approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement. (unless otherwise specified)d) The Administrative Agent shall have received from the Borrower, in form and substance reasonably satisfactory to the Agent: (i) This Agreement, duly executed and delivered by the Seller and the Servicer; (ii) The Receivables Sale Agreement, duly executed by the Seller and each Originator, together with: (A) Proper financing statements naming each Originator as debtor, the Seller as secured party and the Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Agreement; (B) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person extent generally available in the Receivablesrelevant jurisdiction, Related Security, Collections or Contracts previously granted by any Originator; (C) The Consent and Agreement, duly executed by the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles a certificate or certificate certificates of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent bodyother appropriate public official) of the state jurisdiction of organization its incorporation, dated reasonably near the Effective Date, (i) listing the charter of the Borrower and each amendment thereto on file in such office and certifying that such amendments are the only amendments to the Borrower’s charter on file in such office, and (ii) stating that the Borrower is duly incorporated and in good standing under the laws of the jurisdiction of its place of incorporation. (i) The Administrative Agent shall have received a certificate or certificates of the Borrower, signed on behalf of the Borrower by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Effective Date, certifying as to (A) the absence of any amendments to the charter of the Borrower since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of the Borrower as in effect on the Effective Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower, (D) the truth, in all material respects (provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties contained in the Credit Documents to which the Borrower is a party as though made on and as of the Effective Date and (E) the absence, as of the Effective Date and after giving effect to the funding of the Initial Term Loans, of any Default or Event of Default; and (ii) each of such Transaction Party;certifications shall be true. (viiif) A The Administrative Agent shall have received a certificate of the a Secretary or an Assistant Secretary of each Transaction Party the Borrower certifying (A) the names and true signatures of each officer the officers of such Transaction Party that has been the Borrower authorized to execute sign, and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Partysigning, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Credit Documents to which it is a party and (D) that there have been no changes in be delivered hereunder on or before the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above;Effective Date. (ixg) A certificate of The Administrative Agent shall have received from Xxxxxx Xxxxxx LLP, counsel for the Borrower, a Principal Financial Officer of each Transaction Party certifying that the conditions set forth favorable opinion, substantially in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 B hereto and as to such other matters as any Lender through the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Administrative Agent may reasonably request. (ch) Each of The Administrative Agent and the SellerLenders shall have received, at least ten Business Days prior to the Effective Date (or such later date approved by the Administrative Agent) all documentation and other information that is required by the regulatory authorities under the applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information MemorandumAct. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the The Administrative Agent shall have received evidence of such termination in form and substance satisfactory to a promissory note for each Lender that shall have requested one, duly executed by the AgentBorrower. (f) The ABF Agreement shall be in full force and effect and no default shall exist thereunder. (g) The Agent shall be satisfied with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to the Closing Date. (h) Total Excess Availability (after giving effect to the effectiveness of this Agreement and the ABF Agreement) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is shall be subject to the satisfaction (or substantially simultaneous satisfaction) of each of the following conditions precedent:precedent (any of which Buyer may electively waive, in Buyer’s sole discretion): (ai) The Agent shall have received all fees and expenses (including, but not limited to, reasonable fees and expenses of counsel to the Agent) required to be paid on the Closing Date, pursuant to the terms of this Agreement and each Fee Letter and the Annex thereto. (b) The Agent shall have received on or before the Closing Datedate hereof, the following, each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory to the Agent: (i) This Agreement, duly executed and delivered by the Seller and the Servicer; (ii) The Receivables Sale Agreement, duly executed by the Seller and each Originator, together with: (A) Proper financing statements naming each Originator as debtor, the Seller as secured party and the Agent, as assignee, shall deliver or cause to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Agreement; (B) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator; (C) The Consent and Agreement, duly executed by the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names and true signatures of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (ix) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of documents listed on Exhibit I-2 hereto and as to such other matters as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably request. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination D in form and substance satisfactory to the Agent.Buyer and its counsel; (fii) The ABF Agreement shall be in full force and effect and as of the date hereof, there has been no default shall exist thereunder.Material Adverse Effect on the financial condition of Seller or any Guarantor since the most recent financial statements of such Person delivered to Buyer; (giii) The Agent shall be satisfied with the results of a field examination as of the Originators conducted date hereof, no material action, proceeding or investigation shall have been instituted or, to Buyer’s or Seller’s knowledge, threatened, nor shall any material order, judgment or decree have been issued or, to Buyer’s or Seller’s knowledge, proposed to be issued by CUSA’s internal auditors no more than 3 months prior any Governmental Authority with respect to Seller or any Guarantor; (iv) Seller shall have delivered to Buyer the opinions of counsel set forth in Exhibit E, in form and substance satisfactory to Buyer and its counsel; (v) Seller shall have delivered to Buyer such other documents and certificates as Buyer may reasonably request; (vi) Seller shall have established the Accounts at Financial Institution and shall have deposited the Required Amount to the Closing Date.Cash Pledge Account; (hvii) Total Excess Availability Seller shall have acquired licenses to Originate Mortgage Loans in all states where it is required to have a license to do so, except where any failure to obtain such a license would not cause or be likely to cause a Material Adverse Effect or impair the enforceability of any Purchased Mortgage Loan; (after giving effect viii) on or before the date hereof, Seller shall have paid to the effectiveness extent due all fees and out-of-pocket costs and expenses reasonably incurred (including due diligence fees and expenses, subject to the Due Diligence Cap, and reasonable legal fees and expenses of outside counsel) required to be paid under this Agreement or any other Transaction Document and for which Seller has received an invoice on or before thirty (30) days before the ABF Agreementdate hereof; (ix) Buyer shall be at least $300,000,000 on the Closing Date. The Agent have received such other documents, information, reports and certificates as it shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties heretohave reasonably requested.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the satisfaction (or substantially simultaneous satisfaction) fulfillment of the following conditions precedent: (a) The Administrative Agent shall have received all fees and expenses (includingreceived, but not limited to, reasonable fees and expenses of counsel to the Agent) required to be paid on the Closing Date, pursuant to the terms of this Agreement and each Fee Letter and the Annex thereto. (b) The Agent shall have received on or before the Closing Date, the following, each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory to the Agenteach Lender (except where otherwise specified below) and (except for any Promissory Notes) in sufficient copies for each Lender: (i) This AgreementCertified copies of the resolutions of the Board of Directors, duly executed and delivered by or of the Seller and Executive Committee of the Servicer; Board of Directors (ii) The Receivables Sale Agreementor persons performing similar functions), duly executed by the Seller of each Borrower, each Guarantor and each Originatorother Grantor (each a "LOAN PARTY") authorizing each such Loan Party to enter into each Loan Document to which it is, together with: (A) Proper financing statements naming each Originator as debtoror is to be, the Seller as secured party a party, and the Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem documents evidencing other necessary in order to perfect the Seller’s interests created corporate or purported to be created by the Receivables Sale Agreement; (B) Proper financing statement terminations or releasesother action and Governmental Approvals, if any, necessary with respect to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator;each such Loan Document. (C) The Consent and Agreement, duly executed by the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viiiii) A certificate of the Secretary or an Assistant Secretary of each Transaction Loan Party certifying the names, true signatures and incumbency of (A) the names and true signatures of each officer officers of such Transaction Loan Party that has been authorized to execute sign the Loan Documents to which it is, or is to be, a party, and deliver any Transaction Document or the other document required hereunder documents to be executed delivered hereunder and delivered by or on behalf of such Transaction Party, thereunder and (B) the representatives of such Loan Party authorized to sign notices to be provided under the Loan Documents to which it is, or is to be, a party, which representatives shall be acceptable to the Administrative Agent. (iii) Copies of the Certificate of Incorporation and by-laws (or equivalent Constituent Documentcomparable constitutive documents) of each Loan Party, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of each such Transaction Loan Party. (iv) Good Standing Certificates (or other similar certificate) for each of the Loan Parties, issued by the Secretary of State of the jurisdiction of organization of each such Loan Party as in effect on of a recent date. (v) The Guaranty, duly executed by each Guarantor. (vi) The Pledge Agreements, duly executed by the date of such certificationBorrowers and each Grantor, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause as applicable. (vii) above;A certified copy of Schedule I hereto, in form and substance reasonably satisfactory to the Administrative Agent setting forth: (A) all Project Finance Debt of the Company and the Consolidated Subsidiaries, as of September 30, 2003; and (B) debt (as such term is construed in accordance with GAAP) of the Loan Parties as of September 30, 2003. (viii) A certificate, executed by a duly authorized officer of the Company, certifying that as of September 30, 2003 the Company was in compliance with the requirements of Section 4.4 of the AIG Pledge Agreement (which certificate shall set forth in reasonable detail the calculations upon which the Company determined such compliance). (ix) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of of: (A) Xxxxxx X. X’XxxxxXxxxxxx Xxxxxxxx, Esq., Deputy General Counsel of Equistarthe Company and counsel for the other Loan Parties, in substantially the form of Exhibit I-2 hereto C and as to such other matters as the Agent Required Lenders, through the Administrative Agent, may reasonably request, request and (B) Xxxxx Xxxxx L.L.P.Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Transaction Loan Parties, in substantially the forms form of Exhibit I-1 D and I-3 hereto as to such other matters as the Agent may reasonably requestRequired Lenders, including without limitation (1) a “true sale” opinion with respect to through the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Administrative Agent, as the Agent may reasonably request. (cx) Each Duly executed copies of a Reaffirmation in the form of Attachment A attached hereto from each of the Seller, the Originators Company's Subsidiaries identified thereon. (b) The following statements shall be true and the Servicer Administrative Agent shall have received a certificate of a duly authorized officer of each Borrower, dated the Closing Date and in sufficient copies for each Lender stating that: (i) the representations and warranties set forth in Section 6.01 of this Agreement are true and correct with respect to such Borrower on and as of the Closing Date as though made on and as of such date, (ii) no event has occurred and is continuing that constitutes a Default or an Event of Default, and (iii) all necessary governmental and third party consents and approvals Governmental Approvals necessary in connection with Transaction the Loan Documents and the transactions contemplated thereby (without and the imposition continuing operations of any conditions that such Borrower and its Subsidiaries have been obtained and are not reasonably acceptable to the Purchasers) in full force and shall remain in effect, and all applicable governmental filings (except for third party approvals necessary or advisable in connection with the UCC financing statements referred to in this Section 3.1) shall have been made Loan Documents and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated therebythereby and the continuing operations of such Borrower and its Subsidiaries have been obtained and are in full force and effect, other than filings necessary to create or perfect security interests in the Collateral or as may be required under applicable energy, antitrust or securities laws in connection with the exercise of remedies with respect to certain Collateral. (c) The Administrative Agent shall have received evidence satisfactory to it that all financing statements relating to the Collateral have been completed for filing or recording and/or filed, and all certificates representing capital stock or other ownership interests included in the Collateral (including, without limitation, certificates, if any, representing the capital stock or other ownership interests identified on Schedule II hereto) have been delivered to the Collateral Agent (with duly executed stock powers). (d) The Purchasers Borrowers shall have received paid, on or before the Closing Date, all fees under or referenced in Section 2.02(b) and be satisfied with (i) audited financial statements all expenses referenced in Section 10.04(a), in each case to the extent due and payable as of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information MemorandumClosing Date. (ie) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the The Administrative Agent shall have received evidence each of such termination the following on or before the Closing Date, in each case in form and substance satisfactory to it with sufficient copies for each Lender: (i) A certificate, executed by the Agentchief executive officer and the chief financial officer of the Company and Consumers, as applicable, in favor of the Agents and the Lenders with respect to the financial statements described in Sections 6.01(e)(i), (ii), (iii) and (iv) certifying that such financial statements have been prepared in accordance with GAAP (except for changes resulting from any Restatement Event other than the Restatement itself) and are true and correct as of the date of such certificate; (ii) Copies of the financial statements described in Sections 6.01(e)(i), (ii), (iii) and (iv); and (iii) Copies of the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2002. (f) The ABF Agreement shall be in full force and effect and no default shall exist thereunder. (g) The Administrative Agent shall be satisfied with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior have received evidence satisfactory to the Closing Date. (h) Total Excess Availability (after giving effect to the effectiveness of this Agreement and the ABF Agreement) shall be at least $300,000,000 it that on the Closing Date. The Agent shall promptly notify Date all "Loans" under (and as defined in) the Seller, Existing Credit Agreement and all other amounts due under the Servicer and Existing Credit Agreement have been paid in full by the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties heretoCompany.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness obligation of Lender to be bound under the terms of this Agreement from and after its execution and delivery is subject to the fulfillment, to the satisfaction (or substantially simultaneous satisfaction) of Lender, of each of the following conditions precedentprecedent set forth below: (a) The Agent the Confirmation Order shall have received all fees and expenses become a Final Order; (including, but not limited to, reasonable fees and expenses of counsel to the Agentb) required to be Borrowers shall have paid on the Closing Date, Fee pursuant to the terms set forth in Section 2.11(a); (c) the High Yield Offering shall have been consummated in accordance with the Plan, with net proceeds therefrom to Parent of this Agreement not less than One Hundred Eighty Million Dollars ($180,000,000), and the Senior Notes issued in the High Yield Offering shall (i) not mature, by their terms until at least the seventh anniversary date of the original issuance date thereof, (ii) be optionally redeemable by Parent in whole or in part after the fourth anniversary of the original issuance date thereof and up to thirty-five percent (35%) will be optionally redeemable until the third anniversary of the original issuance date thereof from the proceeds of certain equity offerings, (iii) be issued by the Parent and may be guaranteed by the Domestic Subsidiaries, (iv) be general unsecured obligations of Parent and each Fee Letter Guarantor, (v) be effectively, but not contractually subordinated to all indebtedness and other obligations owing under the Loan Documents to the extent of the value of the assets and the Annex thereto. other collateral securing the Indebtedness and Obligations under the Loan Documents, (bvi) The Agent shall have received on or before the Closing Date, the following, each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified), be in form and substance reasonably satisfactory to Lender and its counsel, and (vii) evidence thereof, reasonably satisfactory to Lender, shall have been delivered to Lender; (d) either (i) the AgentOffered Shares Registration Statement shall have been declared effective by order of the SEC in respect of which no “stop order” in respect thereof shall be in effect, or (ii) an opinion of Parent’s counsel shall have been issued in form and substance reasonably acceptable to the Committee and the Funding Guarantors dated the Effective Date, to the effect that the Offered Shares may be offered, sold and issued without registration under the Exchange Act, pursuant to the exemption therefrom provided in Section 1145(a) of the Bankruptcy Code; and in the applicable cases, evidence thereof, reasonably satisfactory to Lender, shall have been delivered to Lender; (e) the new Board of Directors of Parent shall have been appointed in accordance with the Plan and all directors shall have agreed to serve, and evidence thereof, reasonably satisfactory to Lender, shall have been delivered to Lender; (f) Borrowers shall have cash or Cash Equivalents of not less than Thirty-Five Million Dollars ($35,000,000) in hand as of the Effective Date and available to satisfy Claims, and evidence thereof, reasonably satisfactory to Lender, shall have been delivered to Lender; (g) Lender shall have received a UCC Filing Authorization Letter, duly executed by each Borrower and each Guarantor, together with appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the Permitted Discretion of Lender, desirable to perfect the Lender’s Liens in and to the Collateral, and Lender shall have received searches reflecting the filing of all such financing statements; (h) Lender shall have received each of the following documents, in form and substance satisfactory to Lender in the exercise of its Permitted Discretion, duly executed, and each such document shall be in full force and effect: (i) This Agreement, duly executed and delivered by the Seller and the Servicer;Cash Management Agreements, (ii) The Receivables Sale the Control Agreements, (iii) the Disbursement Letter with respect to any Advance to be borrowed on the Closing Date, (iv) the Guarantor Security Agreement, (v) the Guaranty, (vi) the Intercompany Subordination Agreement, (vii) the Officers’ Certificate, (viii) the Stock Pledge Agreement, duly executed by together with all certificates representing the Seller and each Originatorshares of Stock pledged thereunder, together with:as well as Stock powers with respect thereto endorsed in blank, and (Aix) Proper financing statements naming each Originator as debtor, the Seller as secured party and the Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Trademark Security Agreement; (Bi) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator; (C) The Consent and Agreement, duly executed by the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) Lender shall have received a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of from the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names and true signatures of each officer of such Transaction Party that has been authorized Borrower attesting to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction PartyBorrower’s Board board of Directors (or equivalent governing body) approving and directors authorizing the its execution, delivery delivery, and performance of this Agreement and the other Transaction Loan Documents to which it such Borrower is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) authorizing specific officers of such Transaction Party from Borrower to execute the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) abovesame; (ixj) A certificate of a Principal Financial Officer Lender shall have received copies of each Transaction Party certifying that Borrower’s Governing Documents, as amended, modified, or supplemented to the conditions set forth in Sections 3.1(a)Closing Date, (b), (c), (e), (f) and (h) have been satisfiedcertified by the Secretary or an Assistant Secretary of such Borrower; (xk) A Lender shall have received a certificate of a Principal Financial Officer of status with respect to each Borrower, dated within 30 days of the Seller and Originators stating Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Borrower, which certificate shall indicate that such Transaction Party Borrower is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documentsin good standing in such jurisdiction; (xil) Proper financing statements naming Lender shall have received certificates of status with respect to each Borrower, each dated within 30 days of the SellerClosing Date, as debtor, and the Agent, as secured party, such certificates to be filed under issued by the UCC appropriate officer of all the jurisdictions that (other than the Agent may deem necessary jurisdiction of organization of such Borrower) in order to perfect the ownership interests created or purported which its failure to be created by the Transactions Documentsduly qualified would constitute a Material Adverse Change, which certificates shall indicate that such Borrower is in good standing in such jurisdictions; (xiim) Proper financing statement terminations Lender shall have received a certificate from the Secretary or releasesan Assistant Secretary of each Guarantor attesting to the resolutions of such Guarantor’s Board of Directors authorizing its execution, if anydelivery, necessary and performance of the Loan Documents to release all security interests which such Guarantor is a party and other rights authorizing specific officers of any Person in such Guarantor to execute the Pool Receivablessame; (n) Lender shall have received copies of each Guarantor’s Governing Documents, Contractsas amended, Related Security modified, or Collections previously granted supplemented to the Closing Date, certified by the Seller Secretary or any Originator; andan Assistant Secretary of such Guarantor; (xiiio) Favorable opinions Lender shall have received a certificate of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion status with respect to each Guarantor, dated within 30 days of the sale Closing Date, such certificate to be issued by the appropriate officer of Receivable Assets under and as defined the jurisdiction of organization of such Guarantor, which certificate shall indicate that such Guarantor is in the Receivables Sale Agreement from each Originator to the Seller, good standing in such jurisdiction; (2p) an opinion Lender shall have received certificates of status with respect to the non-substantive consolidation each Guarantor, each dated within 30 days of the Seller with each other Transaction Party or any of its Affiliates in a case under Closing Date, such certificates to be issued by the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability appropriate officer of the Transaction Documents, compliance with all laws and regulations jurisdictions (including Regulation U other than the jurisdiction of the Board), the perfection organization of all ownership and other interests purported such Guarantor) in which its failure to be granted under the Transaction Documentsduly qualified would constitute a Material Adverse Change, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably request.which certificates shall indicate that such Guarantor is in good standing in such jurisdictions; (cq) Each of the Seller, the Originators and the Servicer Lender shall have received all necessary governmental a certificate of insurance, together with the endorsements thereto, as are required by Section 6.8, the form and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition substance of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation which shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby.satisfactory to Lender; (dr) The Purchasers Lender shall have received and be satisfied with (i) audited financial statements opinions of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination Borrowers’ counsel in form and substance satisfactory to Lender in the Agent.exercise of its Permitted Discretion; (fs) The ABF Agreement Lender shall have received satisfactory evidence (including a certificate of the chief accounting officer of Parent) that all tax returns required to be in full force filed by Borrowers and effect their Domestic Subsidiaries have been timely filed and no default shall exist thereunder.all taxes upon Borrowers and their Domestic Subsidiaries or their properties, assets, income, and franchises (including Real Property taxes, sales taxes, and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of Permitted Protests; (gt) The Agent Lender shall be satisfied have received completed reference checks with respect to Borrowers’ Chief Executive Officer, Xxxxxxx X. Xxxxxxx, the results of a field examination which are satisfactory to Lender in its Permitted Discretion; (u) Borrowers shall have paid all Lender Expenses theretofore incurred and invoiced in connection with the transactions evidenced by this Agreement; (v) Borrowers and each of their Domestic Subsidiaries shall have received all licenses, approvals or evidence of other actions (if any) required by any Governmental Authority in connection with the execution and delivery by Borrowers or their Domestic Subsidiaries of the Originators conducted by CUSA’s internal auditors Loan Documents or with the consummation of the transactions contemplated thereby; (w) no more than 3 months prior to Material Adverse Change shall have occurred between September 30, 2003 and the Closing Date.Date and be continuing, as determined by Lender in its Permitted Discretion; (hx) Total Excess Availability (after giving effect to the effectiveness of this Agreement there shall not have occurred between September 30, 2003 and the ABF Agreement) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice (i) any law or regulation which prevents or prohibits Lender from funding or maintaining the Revolving Credit Facility, or (ii) any other matter which could reasonably be expected to have a material adverse effect on the Debtors, financial or otherwise, or on the businesses or industries in which the Debtors operate; (y) Lender shall be conclusive satisfied that it has been granted a perfected, first priority lien on the Collateral (subject to Permitted Liens) and binding shall have received UCC, tax and judgment lien searches and other appropriate evidence evidencing the absence of any other liens on the Collateral, subject to Permitted Liens and other liens acceptable to Lender in the exercise of its Permitted Discretion; (z) Lender shall be satisfied in its sole discretion and acceptable to Lender’s senior credit committee, with results of (i) a review of the Borrowers’ Books and Records, (ii) a review of the Borrowers’ most recent seventeen (17)-week cash receipts and disbursement forecast and Closing Date Business Plan, and (iii) a review of the Debtors’ material contracts and confirmation that the Debtors have all parties heretorequired licenses and permits to conduct their business; (aa) Lender shall have completed its legal due diligence, including without limitation, with respect to ERISA, environmental, tax, labor, bankruptcy, pension and accounting matters, with results satisfactory to Lender; (bb) Borrowers shall have complied in all material respects, as determined by Lender, in its Permitted Discretion, with the terms and conditions of the Plan; (cc) the capital structure of the Borrowers shall be as projected and set forth in the Plan; (dd) no default, event of default or event that, with notice or the passage of time or both, would constitute a default or event of default under the DIP Financing Agreement; (ee) Lender shall have received, on or before the Closing Date, payment in full of any and all amounts due and owing under the DIP Financing Agreement and the documents executed in connection therewith; (ff) Lender shall have received any waivers and consents of third parties, as it may request (including, without limitation, subordination agreements from Affiliates to which the Borrowers are indebted, warehouseman’s agreements, consents from equipment lessors, and the like, but expressly excluding landlord and mortgagee waivers and consents, which are separately addressed in Section 3.3, below); and (gg) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded (as appropriate) and shall be in form and substance satisfactory to Lender in the exercise of its Permitted Discretion.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is and the Lender's and the Secondary Lenders' obligations hereunder shall be subject to the satisfaction (or substantially simultaneous satisfaction) of conditions precedent that the following conditions precedent: (a) The Agent shall have received all fees and expenses (including, but not limited to, reasonable fees and expenses of counsel to the Agent) required to be paid on the Closing Date, pursuant to the terms of this Agreement and each Fee Letter and the Annex thereto. (b) The Agent shall have received on or before the Closing Date, initial Borrowing Date the following, each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory to the AgentAgent in sufficient copies for the Lender and the Secondary Lenders: (ia) This Agreement, each of the Program Documents duly executed and delivered by the Seller and the Servicerparties thereto; (b) the Prospectus, as in effect on the Closing Date; (c) the signed opinions of counsel to the Borrower, and the Adviser addressed to the Agent, the Lender and each Secondary Lender as to such matters as the Agent, the Lender and each Secondary Lender shall have reasonably requested; (d) an Advance Note duly executed and completed by the Borrower to the Lender and each Secondary Lender, which shall be in full force and effect; (e) all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, which may be required in connection with the transactions contemplated by the Program Documents; (f) a certificate of the Secretary or Assistant Secretary of each of the Borrower and the Adviser certifying (i) as to its certificate of incorporation and by-laws, (ii) The Receivables Sale Agreement, duly executed by as to any resolutions of its Board of Directors approving this Agreement and the Seller and each Originator, together with: (A) Proper financing statements naming each Originator as debtor, the Seller as secured other Program Documents to which it is a party and the Agenttransactions contemplated hereby and thereby, as assignee(iii) that its representations and warranties set forth in the Program Documents are true and correct, and (iv) the incumbency and specimen signature of each of its officers authorized to be execute the Program Documents; (g) acknowledgment copies or time stamped receipt copies of proper financing statements, duly filed on or before the date of such initial borrowing under the UCC of in all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created in the Assigned Collateral contemplated by the Receivables Sale this Agreement; (Bh) Proper acknowledgment copies or time stamped receipt copies of proper financing statement terminations or releasesstatements, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator; (C) The Consent and Agreement, duly executed by the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State Eligible Assets of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names and true signatures of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (ix) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections Borrower previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably request. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum.Borrower; (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received a pro-forma Investor Report, which shall evidence compliance with the terms of the Program Documents after giving effect to the initial borrowing of Advances under this Agreement; (j) the Agent shall have received the fees to be received by it on or prior to the Closing Date under the Fee Letter; (k) the results of a recent search by a Person satisfactory to the Agent of all UCC lien filings with respect to the Borrower, and such termination results shall be satisfactory to the Agent; and (l) the Agent shall have received from the Borrower such other instruments, certificates and documents as the Agent shall have reasonably requested, all in form and substance satisfactory to the Agent. (f) The ABF Agreement shall be in full force and effect and no default shall exist thereunder. (g) The Agent shall be satisfied with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to the Closing Date. (h) Total Excess Availability (after giving effect to the effectiveness of this Agreement and the ABF Agreement) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is and any Conduit Lender's and any Secondary Lender’s obligations hereunder shall be subject to the satisfaction (or substantially simultaneous satisfaction) of conditions precedent that the following conditions precedent: (a) The Program Agent shall have received all fees and expenses (including, but not limited to, reasonable fees and expenses of counsel to the Agentor waived receipt thereof) required to be paid on the Closing Date, pursuant to the terms of this Agreement and each Fee Letter and the Annex thereto. (b) The Agent shall have received on or before the Closing Date, initial Borrowing Date the following, each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory to the AgentProgram Agent in sufficient copies for the Conduit Lenders and the Secondary Lenders: (ia) This Agreement, each of the Program Documents duly executed and delivered by the Seller parties thereto, which shall each be in full force and the Servicereffect; (b) the Prospectus; (c) the signed opinions of counsel to the Borrower and the Adviser addressed to the Program Agent, each Conduit Lender and each Secondary Lender as to such matters as the Program Agent shall have reasonably requested; (d) if requested by any Conduit Lender or any Secondary Lender pursuant to Section 2.03 on or prior to the Closing Date, an Advance Note duly executed and completed by the Borrower to such Conduit Lender or such Secondary Lender, as applicable; (e) copies of all Governmental Authorizations, material Private Authorizations and Governmental Filings, if any, which may be required to be made or obtained by the Borrower in connection with the transactions contemplated by this Agreement; (f) a certificate of the Secretary or Assistant Secretary of each of the Borrower and the Adviser certifying (i) as to its certificate of incorporation or declaration of trust, as applicable and by-laws, (ii) The Receivables Sale Agreementas to the resolutions of its Board of Directors or Board of Trustees, duly executed by as applicable, approving this Agreement and the Seller other Program Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Program Documents to which it is a party are true and correct in all material respects, and (iv) the incumbency and specimen signature of each Originator, together with:of its officers authorized to execute the Program Documents to which it is a party; (Ag) Proper copies of proper financing statements naming each Originator the Borrower as debtor, debtor and the Seller Program Agent as secured party and the Agent, as assignee, to be filed under the UCC of in all jurisdictions that the Program Agent may deem necessary or desirable in order to perfect the SellerProgram Agent’s interests created or purported to be created in the Pledged Collateral contemplated by the Receivables Sale this Agreement; (Bh) Proper copies of proper termination financing statement terminations or releasesstatements, if any, necessary to release all security interests and other rights Adverse Claims of any Person in the Receivables, Related Security, Collections or Contracts Assets of the Borrower previously granted by any Originatorthe Borrower; (Ci) The Consent completed requests for information, dated on or before the date of the initial Borrowing Date, listing all effective financing statements filed in the jurisdictions referred to in subsection (g) above that name the Borrower (under its present name and Agreementany previous name) as debtor, duly executed by the Seller and each Originatortogether with copies of such other financing statements; and (Dj) A Subordinated Notea pro forma Investor Report, in substantially which shall evidence compliance with the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box BankBorrowing Base Test, the Agent Asset Coverage Test and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any certain other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State terms of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names and true signatures of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Program Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (ix) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and initial borrowing of Advances under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably requestthis Agreement. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination in form and substance satisfactory to the Agent. (f) The ABF Agreement shall be in full force and effect and no default shall exist thereunder. (g) The Agent shall be satisfied with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to the Closing Date. (h) Total Excess Availability (after giving effect to the effectiveness of this Agreement and the ABF Agreement) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness obligation of Lender to be bound under the terms of this Agreement from and after its execution and delivery is subject to the fulfillment, to the satisfaction (or substantially simultaneous satisfaction) of Lender, of each of the following conditions precedentprecedent set forth below: (a) The Agent Borrowers shall have received all paid the fees and expenses (including, but not limited to, reasonable fees and expenses of counsel to the Agent) required to be paid to Lender by Borrowers on or prior to the Closing Date, Date pursuant to the terms of this Agreement and each Fee Letter and the Annex thereto.set forth in Section 2.11(b); (b) The Agent Lender shall have received a UCC Filing Authorization Letter, duly executed by each Borrower and each Guarantor that was not a Borrower or Guarantor under the Prior Loan Agreement, together with appropriate financing statements on Form UCC-1 duly filed in such office or before offices as may be necessary or, in the Closing DatePermitted Discretion of Lender, desirable to perfect the followingLender's Liens in and to the Collateral, and Lender shall have received searches reflecting the filing of all such financing statements; (c) Lender shall have received each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified)following documents, in form and substance reasonably satisfactory to Lender in the Agentexercise of its Permitted Discretion, duly executed, and each such document shall be in full force and effect: (i) This Agreement, duly executed and delivered by the Seller and the Servicer;Fee Letter, (ii) The Receivables Sale the Cash Management Agreements, (iii) the Control Agreements, (iv) the Disbursement Letter with respect to any Advance to be borrowed on the Closing Date, (v) the Guaranty, (vi) the Guarantor Security Agreement, (vii) the Intercompany Subordination Agreement, (viii) the Officers' Certificate, (ix) the Subsidiary Stock Pledge Agreement, duly executed by together with all certificates representing the Seller and each Originatorshares of Stock pledged thereunder, together with:as well as Stock powers with respect thereto endorsed in blank, and (Ax) Proper financing statements naming each Originator as debtor, the Seller as secured party and the Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Trademark Security Agreement; (Bd) Proper financing statement terminations or releases, if any, necessary to release the tender period for the Existing Notes shall have expired and at least 75% of the outstanding principal balance of all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originatorsuch Existing Notes shall have been tendered for payment; (Ce) The Consent and Agreement, duly Lender shall have received copies of all material agreements executed by or delivered in connection with the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the SellerSenior Note Offering; (iiif) The Equistar Undertaking, duly executed and delivered by Equistar[INTENTIONALLY OMITTED]; (ivg) (x) A Lock-Box all conditions precedent to the funding of the Senior Note Offering, other than the effectiveness of this Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Sellerfiling of the certificate of merger, the Servicer or an Originatorshall have been satisfied and evidence thereof, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the AgentLender, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicableshall have been delivered to Lender; (vh) The Intercreditor Agreement duly Lender shall have received copies of all material agreements executed by each party theretoor delivered in connection with the Acquisition; (vii) Good standing certificates (or equivalent) issued by the Secretary of State all conditions precedent to consummation of the jurisdiction Acquisition, other than filing of incorporation the certificate of each Transaction Partymerger and consummation of the Senior Note Offering, shall have been satisfied and evidence thereof, reasonably satisfactory to Lender, shall have been delivered to Lender; (viij) A copy Borrowers shall have Excess Availability of $20,000,000.00 on the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction PartyClosing Date and Lender shall have received evidence thereof, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Partyreasonably satisfactory to Lender; (viiik) A Lender shall have received the results of a field audit of Borrowers and Guarantors satisfactory to Lender in its sole discretion; (l) Lender shall have received a certificate of from the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names and true signatures of each officer of such Transaction Party that has been authorized Borrower attesting to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board Borrower's board of Directors (or equivalent governing body) approving and directors authorizing the its execution, delivery delivery, and performance of this Agreement and the other Transaction Loan Documents to which it such Borrower is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) authorizing specific officers of such Transaction Party from Borrower to execute the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) abovesame; (ixm) A certificate of a Principal Financial Officer Lender shall have received copies of each Transaction Party certifying that Borrower's Governing Documents, as amended, modified, or supplemented to the conditions set forth in Sections 3.1(a)Closing Date, (b), (c), (e), (f) and (h) have been satisfiedcertified by the Secretary or an Assistant Secretary of such Borrower; (xn) A Lender shall have received a certificate of a Principal Financial Officer of status with respect to each Borrower, dated within 30 days of the Seller and Originators stating Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Borrower, which certificate shall indicate that such Transaction Party Borrower is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documentsin good standing in such jurisdiction; (xio) Proper financing statements naming Lender shall have received certificates of status with respect to each Borrower, each dated within 30 days of the SellerClosing Date, as debtor, and the Agent, as secured party, such certificates to be filed under issued by the UCC appropriate officer of all the jurisdictions that (other than the Agent may deem necessary jurisdiction of organization of such Borrower) in order to perfect the ownership interests created or purported which its failure to be created by the Transactions Documentsduly qualified would constitute a Material Adverse Change, which certificates shall indicate that such Borrower is in good standing in such jurisdictions; (xiip) Proper financing statement terminations Lender shall have received a certificate from the Secretary or releasesan Assistant Secretary of each Guarantor attesting to the resolutions of such Guarantor's Board of Directors authorizing its execution, if anydelivery, necessary and performance of the Loan Documents to release all security interests which such Guarantor is a party and other rights authorizing specific officers of any Person in such Guarantor to execute the Pool Receivablessame; (q) Lender shall have received copies of each Guarantor's Governing Documents, Contractsas amended, Related Security modified, or Collections previously granted supplemented to the Closing Date, certified by the Seller Secretary or any Originator; andan Assistant Secretary of such Guarantor; (xiiir) Favorable opinions Lender shall have received a certificate of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion status with respect to each Guarantor, dated within 30 days of the sale Closing Date, such certificate to be issued by the appropriate officer of Receivable Assets under and as defined the jurisdiction of organization of such Guarantor, which certificate shall indicate that such Guarantor is in the Receivables Sale Agreement from each Originator to the Seller, good standing in such jurisdiction; (2s) an opinion Lender shall have received certificates of status with respect to the non-substantive consolidation each Guarantor, each dated within 30 days of the Seller with each other Transaction Party or any of its Affiliates in a case under Closing Date, such certificates to be issued by the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability appropriate officer of the Transaction Documents, compliance with all laws and regulations jurisdictions (including Regulation U other than the jurisdiction of the Board), the perfection organization of all ownership and other interests purported such Guarantor) in which its failure to be granted under the Transaction Documentsduly qualified would constitute a Material Adverse Change, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably request.which certificates shall indicate that such Guarantor is in good standing in such jurisdictions; (ct) Each of the Seller, the Originators and the Servicer Lender shall have received all necessary governmental a certificate of insurance, together with the endorsements thereto, as are required by Section 6.7, the form and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition substance of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation which shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby.satisfactory to Lender; (du) The Purchasers Lender shall have received and be satisfied with (i) audited financial statements the opinion of Equistar Pxxxxx & Hxxxxx, L.L.P., as counsel to Borrowers and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Domestic Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination in form and substance satisfactory to Lender in the Agent.exercise of its Permitted Discretion; (fv) The ABF Lender shall have received satisfactory evidence (including a certificate of the chief accounting officer of Parent) that all tax returns required to be filed by Borrowers and their Domestic Subsidiaries have been timely filed and all taxes upon Borrowers and their Domestic Subsidiaries or their properties, assets, income, and franchises (including Real Property taxes, sales taxes, and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of Permitted Protests; (w) Lender shall have received completed reference checks (including compliance with the U.S. Patriot Act) with respect to all Borrowers, Guarantors and their respective members of senior management, the results of which shall be satisfactory to Lender in its Permitted Discretion; (x) Borrowers shall have paid all Lender Expenses theretofore incurred and invoiced in connection with the transactions evidenced by this Agreement; (y) Borrowers and each of their Domestic Subsidiaries shall have received all licenses, approvals or evidence of other actions (if any) required by any Governmental Authority in connection with the execution and delivery by Borrowers or their Domestic Subsidiaries of the Loan Documents or with the consummation of the transactions contemplated thereby; (z) No Material Adverse Change shall have occurred between November 30, 2006, and the Closing Date and be continuing, as determined by Lender in its Permitted Discretion; (aa) Lender shall be satisfied that it has been granted a perfected, first priority lien on the Collateral (subject to Permitted Liens) and shall have received UCC, tax and judgment lien searches and other appropriate evidence evidencing the absence of any other liens on the Collateral, subject to Permitted Liens and other liens acceptable to Lender in the exercise of its Permitted Discretion; (bb) Lender shall be satisfied in its sole discretion and acceptable to Lender's senior credit committee, with results of (i) a review the Borrowers' Books and Records limited to information entered in such Books and Records or relating to events occurring on or after March 1, 2006, and (ii) a review of the Borrowers' Closing Date Business Plan; (cc) Lender shall have completed its legal due diligence, including without limitation, with respect to ERISA, environmental, tax, labor, bankruptcy, pension and accounting matters, with results satisfactory to Lender; and (dd) All other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded (as appropriate) and shall be in full force form and effect and no default shall exist thereundersubstance satisfactory to Lender in the exercise of its Permitted Discretion. (g) The Agent shall be satisfied with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to the Closing Date. (h) Total Excess Availability (after giving effect to the effectiveness of this Agreement and the ABF Agreement) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness obligation of this Agreement each Lender to make its initial extension of credit hereunder is subject to the satisfaction (condition that the Agent has received on or substantially simultaneous satisfaction) before the Closing Date all of the following conditions precedent:in form and substance satisfactory to the Agent and each Lender, in sufficient copies for each Lender; (a) The Agent shall have received all fees and expenses (including, but not limited to, reasonable fees and expenses of counsel to the Agent) required to be paid on the Closing Date, pursuant to the terms of this This Agreement and the Notes executed by each Fee Letter and the Annex party thereto. (b) The Agent shall have received on or before the Closing Date, the following, each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory to the Agent: (i) This Agreement, duly executed and delivered by the Seller and the Servicer; (ii) The Receivables Sale Agreement, duly executed by the Seller and each Originator, together with: (A) Proper financing statements naming each Originator as debtor, the Seller as secured party and the Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Agreement; (B) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator; (C) The Consent and Agreement, duly executed by the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of a resolution or resolutions adopted by the articles Board of Directors or certificate Executive Committee of incorporation (or equivalent Constituent Document) of each Transaction Partythe Borrower, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names Borrower as being in full force and true signatures of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certificationhereof, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and (D) that there have been no changes in the certificate consummation of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (ix) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtorhereby, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation copy of the Seller with each other Transaction Party or any Certificate of its Affiliates in a case under Incorporation and the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability By-Laws of the Transaction DocumentsBorrower, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably requestsimilarly certified. (c) Each A certificate, signed by the Secretary or an Assistant Secretary of the SellerBorrower and dated the date hereof, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable as to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment incumbency of the Purchasers that restrains, prevents person or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated therebypersons authorized to execute and deliver this Agreement. (d) A certificate signed by the Chief Financial Officer or Vice Chairman and Executive Vice President of the Borrower that, as of the date hereof, there has been no material adverse change in its consolidated financial condition since December 31, 2001 not reflected on its Quarterly Report on Form 10-Q filed with the SEC for the period ending March 31, 2002. (e) A certificate, signed by the Secretary or an Assistant Secretary of the Borrower and dated the date hereof, as to the persons authorized to execute and deliver a Borrowing Advice, a Notice of Conversion/Continuation, and the Revolving Notes and the Term Notes. The Purchasers Agent and each Lender may rely on such certificate with respect to the Revolving Loans and Term Loans hereunder unless and until it shall have received and be satisfied with an updated certificate and, after receipt of such updated certificate, similarly may rely thereon. (if) audited financial statements A written opinion, dated the date hereof, of Equistar and its Consolidated Subsidiaries counsel for the Fiscal Year ending December 31Borrower, 2002 in the form of Exhibit E. (g) Evidence of payment by independent nationally-recognized public accountants which statements the Borrower of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Closing Date, together with Attorney Costs of Citicorp USA to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Citicorp USA's reasonable estimate of Attorney Costs incurred or to be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, incurred by it through the fiscal quarter ending September 30closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and Citicorp USA); including any such costs, 2003, fees and expenses arising under or referenced in Sections 2.9 and 10.4. (iiih) Written evidence that all of the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that Borrowing Agreements have been or concurrently herewith are included in the Confidential Information Memorandumbeing terminated. (i) All obligations for outstanding capitalA certificate, accrued and unpaid yield and fees and other amounts then due and payable under signed by the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination in form and substance satisfactory to the Agent. (f) The ABF Agreement shall be in full force and effect and no default shall exist thereunder. (g) The Agent shall be satisfied with the results of a field examination Treasurer or an Assistant Treasurer of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to Borrower and dated as of the Closing Date. (h) Total Excess Availability (date hereof, which confirms that after giving effect to the effectiveness of this Agreement and the ABF Agreement) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers aggregate principal amount of credit available under all of the Closing Date, and such notice shall be conclusive and binding on all parties heretoBorrower's committed unsecured revolving credit facilities combined will not exceed the amount authorized under the resolutions of the Borrower referenced in subsection 4.1(b).

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this This Agreement is subject will become effective on the date (the "Effective Date") at which the Agent will confirm to the Lenders and the Borrower that the following conditions precedent have been fulfilled to the satisfaction (or substantially simultaneous satisfaction) of the following conditions precedentAgent and Lenders: (a) The completion of the Agent shall have received all fees and expenses (including, but not limited to, reasonable fees and expenses of counsel to the Agent) required to be paid on the Closing Date, pursuant to the terms of this Agreement and each Fee Letter and the Annex thereto.Lenders' due diligence review of the Credit Parties' business, operations, material contracts, collateral, tax, accounting, legal, environmental and regulatory matters; (b) The Agent shall have received on or before the Closing Date, the following, each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory to the Agent: (i) This Agreement, duly executed and delivered by the Seller and the Servicer; (ii) The Receivables Sale Agreement, duly executed by the Seller and each Originator, together with: (A) Proper financing statements naming each Originator as debtor, the Seller as secured party and the Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Agreement; (B) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator; (C) The Consent and Agreement, duly executed by the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the SellerLenders must have received, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names and true signatures of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (ix) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably request. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination in form and substance satisfactory to them, each of the Agent.following documents: (fi) The ABF Agreement shall be in full force and effect and no default shall exist thereunder. (g) The Agent shall be satisfied with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to the Closing Date. (h) Total Excess Availability (after giving effect to the effectiveness copy of this Agreement and the ABF AgreementSecurity Documents (other than those required to be delivered pursuant to Section 9.2(e)) shall executed by all parties thereto; (ii) a recent certificate of status or good standing for the Borrower and each Guarantor; (iii) an officer's certificate of the Borrower and each Guarantor together with their constitutive documents and by-laws and a resolution of their board of directors evidencing the authority of the Persons acting on behalf of each such Person; (iv) a compliance certificate in the form of Schedule "C" showing compliance, as of September 30, 2014, with the financial covenants set out in Article 14; (v) a copy of the Corporate Structure Chart as at the Effective Date; (vi) Lien searches pertaining to the Borrower and the Guarantors; (vii) all documentation and other information about the Borrower and the Guarantors determined by the Agent and the Lenders to be at least $300,000,000 on required under all applicable "know your customer" (including anti-money laundering, anti-corruption, anti-bribery, anti-terrorism, corruption, sanctions and trading with the Closing Date. The enemy) laws, sanctions, measures, regulations and rules in effect in all applicable jurisdictions ("ABTL Laws") that have been reasonably requested in writing not less than five Business Days prior to the Effective Date by the Agent shall promptly notify or any Lender; and (viii) legal opinions addressed to the SellerAgent and the Lenders from counsel to the Borrower and the Guarantors and counsel to the Agent, relating to such matters as the Agent and the Lenders may reasonably require; and (c) all fees and expenses owing by the Borrower to the Agent, the Servicer Lenders and their counsels as at the Purchasers of the Closing Date, and Effective Date have been or will be paid on such notice shall be conclusive and binding on all parties heretodate.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is and the Conduit Lender’s and the Secondary Lenders’ obligations hereunder shall be subject to the satisfaction (or substantially simultaneous satisfaction) of conditions precedent that the following conditions precedent: (a) The Agent shall have received all fees and expenses (including, but not limited to, reasonable fees and expenses of counsel to the Agentor waived receipt thereof) required to be paid on the Closing Date, pursuant to the terms of this Agreement and each Fee Letter and the Annex thereto. (b) The Agent shall have received on or before the Closing Date, initial Borrowing Date the following, each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory to the AgentAgent in sufficient copies for the Conduit Lender and the Secondary Lenders: (ia) This Agreement, each of the Program Documents duly executed and delivered by the Seller parties thereto, which shall be in full force and the Servicereffect; (b) the Prospectus, as in effect on the Closing Date; (c) the signed opinions of counsel to the Borrower addressed to the Agent, the Conduit Lender and each Secondary Lender as to such matters as the Agent, the Conduit Lender and each Secondary Lender shall have reasonably requested; (d) if requested by the Conduit Lender or any Secondary Lender pursuant to Section 2.03 on or prior to the Closing Date, an Advance Note duly executed and completed by the Borrower to such Conduit Lender or the Secondary Lender, as applicable; (e) copies of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, which may be required in connection with the transactions contemplated by the Program Documents; (f) a certificate of a Responsible Officer of the Borrower certifying (i) as to its certificate of incorporation and by-laws, (ii) The Receivables Sale as to the resolutions of its Board of Directors approving this Agreement and the other Program Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Program Documents to which it is a party are true and correct, and (iv) the incumbency and specimen signature of each of its officers authorized to execute the Program Documents to which it is a party and of each of its Responsible Officers for purposes of this Agreement, duly executed by the Seller and each Originator, together with:; (Ag) Proper copies of proper financing statements naming each Originator the Borrower as debtor, debtor and the Seller Agent as secured party and the Agent, as assignee, to be filed under the UCC of in all jurisdictions that the Agent may deem necessary or desirable in order to perfect the SellerAgent’s interests created or purported to be created in the Pledged Collateral contemplated by the Receivables Sale this Agreement; (Bh) Proper copies of proper financing statement terminations or releasesstatements, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts Assets of the Borrower previously granted by any Originatorthe Borrower; (Ci) The Consent and Agreementcompleted requests for information, duly executed by the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer dated on or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names and true signatures of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on before the date of such certificationinitial Advance, listing the financing statements referred to in clause (Ch) above and all other effective financing statements filed in the resolutions jurisdictions referred to in subsection (g) above that name the Borrower (under its present name and any previous name) as debtor, together with copies of such Transaction Party’s Board other financing statements (none of Directors (or equivalent governing body) approving and authorizing which shall cover any Assets of the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) aboveBorrower); (ixj) A certificate of a Principal Financial Officer of each Transaction Party certifying that pro-forma Investor Report, which shall evidence compliance with the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each terms of the Seller Program Documents, including compliance with the Borrowing Base Test, the TRS Portfolio Test and Originators stating that such Transaction Party is Solvent the Asset Coverage Test, after giving effect to the transactions contemplated hereunder and initial borrowing of Advances under the other Transaction Documentsthis Agreement; (xik) Proper financing statements naming the Seller, as debtor, fees to be received by it on or prior to the Closing Date under this Agreement and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any OriginatorFee Letter; and (xiiil) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters instruments, certificates and documents from the Borrower as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably request. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination reasonably requested, all in form and substance satisfactory to the Agent. (f) The ABF Agreement shall be in full force and effect and no default shall exist thereunder. (g) The Agent shall be satisfied with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to the Closing Date. (h) Total Excess Availability (after giving effect to the effectiveness of this Agreement and the ABF Agreement) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of the provisions of Section 2 of this Agreement is subject to the are conditioned upon, and such provisions shall not be effective until, satisfaction (or substantially simultaneous satisfaction) of the following conditions precedent:(the first date on which all of the following conditions have been satisfied being referred to herein as the “Agreement Effective Date”): (a) The Administrative Agent shall have received all fees and expenses (including, but not limited to, reasonable fees and expenses of counsel to the Agent) required to be paid on the Closing Date, pursuant to the terms of this Agreement and each Fee Letter and the Annex thereto. (b) The Agent shall have received on or before the Closing Date, the following, each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory to the Agent: (i) This Agreement, duly executed and delivered by the Seller Borrower, the Administrative Agent and the Servicer;Increasing Lenders. (iib) The Receivables Sale AgreementAdministrative Agent shall have received a certificate of a Responsible Officer of the Borrower, dated the Agreement Effective Date, certifying that (A) either (1) the copies of the certificate of incorporation of the Borrower and by-laws of the Borrower delivered most recently to the Administrative Agent prior to the Agreement Effective Date continue to be true and correct copies thereof as of the Agreement Effective Date or (2) attaching true and correct copies thereof as of the Agreement Effective Date and (B) attached thereto are true and correct copies of resolutions duly adopted by the board of directors of the Borrower and continuing in effect, which authorize the execution, delivery and performance by the Borrower of this Agreement and the other documents executed or to be executed by the Seller and each Originator, together with:Borrower in connection with the transactions contemplated hereby. (A) Proper financing statements naming each Originator as debtor, the Seller as secured party and the Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Agreement; (B) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator; (Cc) The Consent Administrative Agent shall have received an amended and Agreement, duly executed by restated Note for each Lender that has requested the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertakingsame, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, Borrower in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation favor of each Transaction Party; such Lender (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names “Amended and true signatures of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (ix) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions set forth in Sections 3.1(aRestated Notes”), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) Xxxxxx X. X’Xxxxx, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters as the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably request. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers No Default or Event of Default shall have received occurred and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandumcontinuing. (ie) All obligations for outstanding capitalEach of the representations and warranties made by the Borrower in the Credit Agreement that does not contain a materiality or Material Adverse Effect qualification shall be true and correct in all material respects on and as of the Agreement Effective Date, accrued and unpaid yield each of the representations and fees warranties made by the Borrower in the Credit Agreement that contains a materiality or Material Adverse Effect qualification shall be true and other amounts then due correct on and payable under as of the Existing Program shall have been concurrently satisfied, Agreement Effective Date. (iif) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the The Administrative Agent shall have received evidence a certificate of such termination a Responsible Officer of the Borrower certifying as to the matters described in clauses (d) and (e) above. (g) The Administrative Agent shall have received a legal opinion from Faegre Xxxxx Xxxxxxx LLP, special counsel to the Borrower, dated as of the Agreement Effective Date, in form and substance satisfactory to the Administrative Agent. (f) The ABF Agreement shall be in full force and effect and no default shall exist thereunder. (g) The Agent shall be satisfied with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to the Closing Date. (h) Total Excess Availability (after giving effect All fees and expenses required to be paid to the effectiveness Administrative Agent (including the reasonable and documented fees, charges and disbursements of this Agreement external counsel for the Administrative Agent) and the ABF AgreementLenders on or prior to the Agreement Effective Date (including all fees payable pursuant to any engagement or fee letter) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties heretohave been paid.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement and the obligation of each Lender to restructure the Existing Obligations on the Effective Date is subject to the satisfaction (or substantially simultaneous satisfaction) of the following conditions precedent: (a) The Agent There shall have received occurred no material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of any of the Guarantors, the Borrowers or any of their Subsidiaries since June 30, 1996. (b) The representations and warranties contained in each Loan Document and the Schedules annexed hereto and to the Collateral Documents are true and correct on and as of the Effective Date. (c) There shall exist no action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that would be reasonably likely to have a material adverse effect on the business, condition (financial or otherwise), operations, performance, properties or prospects of GRR or the Borrowers and their Subsidiaries taken as a whole. (d) Each Loan Party shall own the percentage of capital stock of each Subsidiary as indicated in Part I of Schedule 4.01(b), in each case free and clear of any lien, charge or encumbrance except for the liens created pursuant to the Collateral Documents; the Lenders shall have a valid and perfected first priority lien and security interest in the stock of GR Holdings, GRH-NJ and of each of the Borrowers and their Subsidiaries and in the other Collateral referred to in the Collateral Documents. (e) The Lenders shall be satisfied that the First Borrower will be able to meet its obligations under all of its Welfare Plans, that the First Borrower's Plans are, in all material respects, funded in accordance with Section 412 of the Internal Revenue Code and Part 3 of Title I of ERISA, that no material "reportable event" (as defined in ERISA, but excluding events for which reporting has been waived) has occurred as to any such Plan and that no termination of, or withdrawal from, any such Plan has occurred or is contemplated that could result in a material liability, and that the First Borrower and its ERISA Affiliates do not maintain any Multiemployer Plan. (f) The Borrowers shall have paid all accrued interest and fees to the Lenders under the Existing Credit Agreement (other than the rescheduled restructuring fee which shall be payable in accordance with the terms of Section 2.07(b)) and all accrued fees and expenses of the Agent the Lenders (including, but not limited to, reasonable including the accrued fees and expenses of counsel to the Agent) required to be paid on the Closing Date, pursuant Agent and local counsel to the terms of this Agreement and each Fee Letter and the Annex theretoLenders). (bg) The Agent shall have received on or before the Closing Date, Effective Date the following, each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory to the AgentAgent (unless otherwise specified) and in sufficient copies for each Lender: (i) This Agreement, duly executed and delivered by The Notes to the Seller and order of the Servicer;Lenders. (ii) The Receivables Sale Agreement, duly executed by the Seller and each Originator, together with: (A) Proper financing statements naming each Originator as debtor, the Seller as secured party and the Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Agreement; (B) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator; (C) The Consent and Agreement, duly executed by the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable Convertible Notes to the order of each Originator, and duly executed by the Seller;Lenders. (iii) The Equistar Undertaking, duly executed and delivered by Equistar;Registration Rights Agreement. (iv) Certificates, each dated the Effective Date, of the Secretary or Assistant Secretary of each Loan Party (xa) A Lock-Box Agreement with each Lock-Box Bank, executed by attaching a true and complete copy of the resolutions of such Lock-Box Bank, the Agent Loan Party's Board of Directors and the Seller, the Servicer or an Originator, as applicable, and of all documents evidencing other necessary corporate action (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed ) taken by such depository bank, it to authorize the Agent, the Seller Loan Documents to which it is a party and the Servicertransactions contemplated thereby, as applicable; (vb) The Intercreditor Agreement duly executed by each party thereto; attaching a true and complete copy of its certificate of incorporation and by-laws, (vic) Good setting forth the incumbency of its officer or officers who may sign the Loan Documents to which it is a party, including therein a signature specimen of such officer or officers and (d) attaching a certificate of good standing certificates (or equivalent) issued by of the Secretary of State of the jurisdiction of its incorporation and of each Transaction Party;other jurisdiction in which it is qualified to do business. (v) Counterparts of this Agreement signed by each of the parties hereto (or receipt by the Agent from a party hereto of a facsimile signature page signed by such party which shall have agreed to promptly provide the Agent with originally executed counterparts hereof). (vi) The consent annexed hereto as Exhibit F executed by each of the Guarantors. (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date The Second Omnibus Amendment duly executed by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party;parties thereto. (viii) A certificate of The New Mortgages as to the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names and true signatures of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or properties set forth on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above;Schedule 3.01(g). (ix) A certificate Projected consolidated income and loss statements, balance sheets and cash flow statements of the Borrowers for the period from the Effective Date through the Extended Maturity Date, together with a Principal Financial Officer schedule of Location Operating Profit and schedule of EBITDA on a store-by-store basis supporting the Borrowers' adjusted business plan dated July 3, 1996, in each Transaction Party certifying that case in form and substance satisfactory to the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied;Lenders. (x) A certificate of a Principal Financial Officer of Such financial, business and other information regarding each of Loan Party, the Seller Borrowers and Originators stating that such Transaction Party is Solvent after giving effect their Subsidiaries as the Lenders shall have requested in writing, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under ERISA and Welfare Plans, collective bargaining agreements and other arrangements with employees, in form and substance satisfactory to the transactions contemplated hereunder and under the other Transaction Documents;Lenders. (xi) Proper financing statements Evidence of insurance naming the SellerAgent as additional insured and loss payee with such responsible and reputable insurance companies or associations, and in such amounts and covering such risks, as debtor, and is satisfactory to the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents;Lenders. (xii) Proper financing statement terminations or releasesA favorable opinion of Robix Xxxxx, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) Xxxxxx X. X’XxxxxXxq., General Counsel of Equistarto the Borrowers and the Guarantors, in substantially the form of Exhibit I-2 hereto C and as to such other matters as any Lender through the Agent may reasonably request, (B) Xxxxx Xxxxx L.L.P., counsel to which opinion the Transaction Parties, in substantially Borrowers acknowledge is being given upon the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation express instruction of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably requestBorrowers. (cxiii) Each A certificate signed on behalf of the SellerFirst Borrower, the Originators Second Borrower and GR Holdings by its President or a Vice President dated the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions Effective Date certifying that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment each of the Purchasers that restrains, prevents or imposes materially adverse conditions upon (a) TGRI Intercompany License Agreement and (b) GR Holdings Intercompany License Agreement remains in full force and effect on the Transaction Documents or the transactions contemplated therebyEffective Date. (dxiv) The Purchasers shall have received A certificate signed on behalf of the First Borrower and be satisfied with (i) audited financial statements GR Holdings by its President or a Vice President dated the Effective Date certifying that the Subordination Agreement remains in full force and effect on the Effective Date, in favor of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination in form and substance satisfactory to the Agent. (fxv) The ABF Agreement A certificate of an officer of each Borrower to the effect that there is no injunction, writ, preliminary restraining order or other order of any nature issued by any court or other governmental authority in any respect affecting the transactions provided for herein and no action or proceeding by or before any court or other governmental authority shall have been commenced and be pending or, to the knowledge of such Borrower, threatened, seeking to prevent or delay the transactions contemplated by the Loan Documents or challenging any other terms and provisions hereof or thereof or seeking any damages in connection therewith. (xvi) A certificate of an officer of each Borrower to the effect that all approvals and consents of all Persons required to be obtained in connection with the consummation of the transactions contemplated by the Loan Documents have been duly obtained and are in full force and effect and no default shall exist thereunderthat all required notices have been given and all required waiting periods have expired. (gxvii) The Agent shall be satisfied with the results A certificate of a field examination an officer of the Originators conducted by CUSA’s internal auditors no more than 3 months prior each Borrower to the Closing Date. (h) Total Excess Availability (after giving effect that, immediately prior to the effectiveness of this Agreement (a) all representations and warranties in the ABF Existing Credit Agreement were true and correct in all material respects, (b) there did not exist Event of Default or Default (as each term is defined in the Existing Credit Agreement), under the Existing Credit Agreement and (c) there shall be at least $300,000,000 on not have occurred any material adverse change in the Closing Date. The Agent shall promptly notify business, condition (financial or otherwise), operations, performance, properties or prospects of any of the SellerGuarantors, the Servicer and the Purchasers Borrowers or any of the Closing Datetheir Subsidiaries since June 30, and such notice shall be conclusive and binding on all parties hereto1996.