Common use of Conduct of the Partnership Clause in Contracts

Conduct of the Partnership. Subject Business since December 1, 1997. Except as required or contemplated by approvals or authorizations (including the Strategic Plan) by or of the Partnership Governance Committee, since the contribution of their Subject Assets to the Partnership by Lyondell and Millennium on December 1, 1997, the Partnership has: (i) maintained its books, accounts and records relating to its Subject Business in the usual, regular and ordinary manner, complied in all material respects with all Legal Requirements and contractual obligations applicable to its Subject Business or to the conduct of its Subject Business and performed all of its material obligations relating to its Subject Business; (ii) not (A) modified or changed in any material respect any of its assets or disposed of any material asset except for (1) inventory, equipment, supplies and other assets sold or otherwise disposed of in the ordinary course of business and (2) any assets that in the ordinary course of business were replaced with substantially similar assets, (B) except in the ordinary course of business, (x) entered into any contract, commitment or agreement material to the operation of its Subject Business or use of its assets or, except as expressly contemplated by or required pursuant to their respective terms, modified or changed in any material respect any obligation under any such contract, commitment or agreement, (y) modified or changed in any material respect any obligation under its Government Licenses, (z) modified or changed in any material respect the manner in which the products produced by its Subject Business are marketed and sold, or (C) entered into interest rate protection or other hedging agreements (except for hydrocarbon hedging agreements entered into in the ordinary course and expiring prior to December 31, 1998) relating to its Subject Business; provided, that, for purposes of (A) and (B), "material" shall mean a change or modification that was subject to the unanimous voting requirement of Section 6.7 of the Partnership Agreement; and (iii) not waived any material claims or rights relating to its Subject Business.

Conduct of the Partnership. Subject Business since December 1, ------------------------------------------------------------- 1997. Except as required or contemplated by approvals or authorizations ---- (including the Strategic Plan) by or of the Partnership Governance Committee, since the contribution of their Subject Assets to the Partnership by Lyondell and Millennium on December 1, 1997, the Partnership has: (i) maintained its books, accounts and records relating to its Subject Business in the usual, regular and ordinary manner, complied in all material respects with all Legal Requirements and contractual obligations applicable to its Subject Business or to the conduct of its Subject Business and performed all of its material obligations relating to its Subject Business; (ii) not (A) modified or changed in any material respect any of its assets or disposed of any material asset except for (1) inventory, equipment, supplies and other assets sold or otherwise disposed of in the ordinary course of business and (2) any assets that in the ordinary course of business were replaced with substantially similar assets, (B) except in the ordinary course of business, (x) entered into any contract, commitment or agreement material to the operation of its Subject Business or use of its assets or, except as expressly contemplated by or required pursuant to their respective terms, modified or changed in any material respect any obligation under any such contract, commitment or agreement, (y) modified or changed in any material respect any obligation under its Government Licenses, (z) modified or changed in any material respect the manner in which the products produced by its Subject Business are marketed and sold, or (C) entered into interest rate protection or other hedging agreements (except for hydrocarbon hedging agreements entered into in the ordinary course and expiring prior to December 31, 1998) relating to its Subject Business; provided, that, for purposes of (A) and (B), "material" shall mean a change or modification that was subject to the unanimous voting requirement of Section 6.7 of the Partnership Agreement; and (iii) not waived any material claims or rights relating to its Subject Business.